STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., DEPOSITOR U.S. BANK NATIONAL ASSOCIATION, TRUSTEE WELLS FARGO BANK, NATIONAL ASSOCIATION, MASTER SERVICER AND SECURITIES ADMINISTRATOR and EMC MORTGAGE CORPORATION SELLER POOLING AND SERVICING AGREEMENT...
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
U.S.
BANK
NATIONAL ASSOCIATION,
TRUSTEE
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
MASTER
SERVICER AND SECURITIES ADMINISTRATOR
and
EMC
MORTGAGE CORPORATION
SELLER
Dated
as
of May 1, 2006
Structured
Asset Mortgage Investments II Inc.
Prime
Mortgage Trust, Certificates
Series
2006-1
TABLE
OF
CONTENTS
ARTICLE
I
Definitions
Section
1.01 Definitions.
Section
1.02 Calculation
of LIBOR.
ARTICLE
II
Conveyance of Mortgage Loans; Original Issuance of Certificates
Section
2.01 Conveyance
of Mortgage Loans to Trustee.
Section
2.02 Acceptance
of Mortgage Loans and Underlying Certificates by Trustee.
Section
2.03 Assignment
of Interest in the Mortgage Loan Purchase Agreement.
Section
2.04 Substitution
of Mortgage Loans.
Section
2.05 Issuance
of Certificates.
Section
2.06 Representations
and Warranties Concerning the Depositor.
ARTICLE
III
Administration of the Trust Fund and Servicing of Mortgage Loans
Section
3.01 Master
Servicer and Securities Administrator.
Section
3.02 REMIC-Related
Covenants.
Section
3.03 Monitoring
of Servicers.
Section
3.04 Fidelity
Bond.
Section
3.05 Power
to Act; Procedures.
Section
3.06 Due-on-Sale
Clauses; Assumption Agreements.
Section
3.07 Release
of Mortgage Files.
Section
3.08 Documents,
Records and Funds in Possession of Master Servicer to Be Held for
Trustee.
Section
3.09 Standard
Hazard Insurance and Flood Insurance Policies.
Section
3.10 Presentment
of Claims and Collection of Proceeds.
Section
3.11 Maintenance
of the Primary Mortgage Insurance Policies.
Section
3.12 Trustee
to Retain Possession of Certain Insurance Policies and Documents.
Section
3.13 Realization
Upon Defaulted Mortgage Loans.
Section
3.14 Compensation
for the Master Servicer.
Section
3.15 REO
Property.
Section
3.16 Annual
Statement as to Compliance.
Section
3.17 Assessments
of Compliance and Attestation Reports.
Section
3.18 Reports
Filed with Securities and Exchange Commission.
Section
3.19 Intention
of the Parties and Interpretation.
Section
3.20 UCC.
Section
3.21 Optional
Purchase of Defaulted Mortgage Loans.
ARTICLE
IV
Accounts
Section
4.01 Protected
Account.
Section
4.02 [Reserved].
Section
4.03 [Reserved].
Section
4.04 Distribution
Account.
Section
4.05 Permitted
Withdrawals and Transfers from the Distribution Account.
ARTICLE
V
Certificates
Section
5.01 Certificates.
Section
5.02 Registration
of Transfer and Exchange of Certificates.
Section
5.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
Section
5.04 Persons
Deemed Owners.
Section
5.05 Transfer
Restrictions on Residual Certificates.
Section
5.06 Restrictions
on Transferability of Non-Offered Certificates.
Section
5.07 ERISA
Restrictions.
Section
5.08 Rule
144A Information.
Section
5.09 Appointment
of Paying Agent and Certificate Registrar.
ARTICLE
VI
Payments
to Certificateholders
Section
6.01 Distributions
on the Certificates.
Section
6.02 [Reserved.]
Section
6.03 Allocation
of Losses.
Section
6.04 Payments.
Section
6.05 Statements
to Certificateholders.
Section
6.06 Monthly
Advances.
Section
6.07 Compensating
Interest Payments.
ARTICLE
VII
The
Master Servicer
Section
7.01 Liabilities
of the Master Servicer.
Section
7.02 Merger
or Consolidation of the Master Servicer.
Section
7.03 Indemnification
of the Trustee, the Master Servicer and the Securities
Administrator.
Section
7.04 Limitations
on Liability of the Master Servicer and Others.
Section
7.05 Master
Servicer Not to Resign.
Section
7.06 Successor
Master Servicer.
Section
7.07 Sale
and Assignment of Master Servicing.
ARTICLE
VIII
Default
Section
8.01 Events
of Default.
Section
8.02 Trustee
to Act; Appointment of Successor.
Section
8.03 Notification
to Certificateholders.
Section
8.04 Waiver
of Defaults.
Section
8.05 List
of Certificateholders.
ARTICLE
IX Concerning
the Trustee and the Securities Administrator
Section
9.01 Duties
of Trustee and Securities Administrator.
Section
9.02 Certain
Matters Affecting the Trustee and the Securities Administrator.
Section
9.03 Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
Section
9.04 Trustee
and Securities Administrator May Own Certificates.
Section
9.05 Trustee’s
and Securities Administrator’s Fees and Expenses.
Section
9.06 Eligibility
Requirements for Trustee and Securities Administrator.
Section
9.07 Insurance.
Section
9.08 Resignation
and Removal of the Trustee and Securities Administrator.
Section
9.09 Successor
Trustee and Successor Securities Administrator.
Section
9.10 Merger
or Consolidation of Trustee or Securities Administrator.
Section
9.11 Appointment
of Co-Trustee or Separate Trustee.
Section
9.12 Federal
Information Returns and Reports to Certificateholders; REMIC
Administration.
ARTICLE
X
Termination
Section
10.01 Termination
Upon Repurchase by the Depositor or its Designee or Liquidation of the Mortgage
Loans.
Section
10.02 [Reserved].
Section
10.03 Additional
Termination Requirements with respect to the Certificates.
ARTICLE
XI
Miscellaneous Provisions
Section
11.01 Intent
of Parties.
Section
11.02 Amendment.
Section
11.03 Recordation
of Agreement.
Section
11.04 Limitation
on Rights of Certificateholders.
Section
11.05 Acts
of Certificateholders.
Section
11.06 Governing
Law.
Section
11.07 Notices.
Section
11.08 Severability
of Provisions.
Section
11.09 Successors
and Assigns.
Section
11.10 Article
and Section Headings.
Section
11.11 Counterparts.
Section
11.12 Notice
to Rating Agencies.
EXHIBITS
|
Exhibit
A-1
|
-
|
Form
of Class A Certificates
|
|
Exhibit
A-2
|
-
|
Form
of Class B Certificates
|
|
Exhibit
A-3
|
-
|
Form
of Class PO Certificates
|
|
Exhibit
A-4
|
-
|
Form
of Class R Certificates
|
|
Exhibit
A-5
|
-
|
Form
of Class X Certificates
|
|
Exhibit
B
|
-
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
-
|
Reserved
|
|
Exhibit
D
|
-
|
Request
for Release of Documents
|
|
Exhibit
E
|
-
|
Form
of Affidavit pursuant to Section 860E(e)(4)
|
|
Exhibit
F-1
|
-
|
Form
of Investment Letter
|
|
Exhibit
F-2
|
-
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
F-3
|
-
|
Form
of Rule 144A Global Certificate to Regulation S Global
Certificate
|
|
Exhibit
F-4
|
-
|
Form
of Regulation S Global Certificate to Rule 144A Global
Certificate
|
|
Exhibit
G
|
-
|
Form
of Custodial Agreement
|
|
Exhibit
H
|
-
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
I-1
|
-
|
Chevy
Chase Servicing Agreement
|
|
Exhibit
I-2
|
-
|
EMC
Servicing Agreement
|
|
Exhibit
I-3
|
-
|
National
City Servicing Agreement
|
|
Exhibit
I-4
|
-
|
Wachovia
Servicing Agreement
|
|
Exhibit
I-5
|
-
|
Xxxxx
Fargo Servicing Agreement
|
|
Exhibit
J
|
-
|
Assignment
Agreements
|
|
Exhibit
K
|
-
|
Form
of Back-Up Certification
|
|
Exhibit
L
|
-
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
M
|
-
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
N
|
-
|
Additional
Disclosure Notification
|
|
Exhibit
O
|
-
|
Planned
and Targeted Principal Schedules
|
|
Exhibit
P
|
-
|
Form
of Trustee Limited Power of Attorney
|
|
Exhibit
Q
|
-
|
Form
of Certification to be provided by the Securities Administrator to
the
Depositor
|
Pooling
and Servicing Agreement dated as of May 1, 2006, among Structured Asset Mortgage
Investments II Inc., a Delaware corporation, as depositor (the “Depositor”),
U.S. Bank
National Association, as trustee (the “Trustee”), Xxxxx
Fargo Bank, National Association, as master servicer (in such capacity, the
“Master Servicer”) and as securities administrator (in such capacity, the
“Securities Administrator”), and EMC Mortgage Corporation, as seller (in such
capacity, the “Seller”).
On
or
prior to the Closing Date, the Depositor acquired the Mortgage Loans from the
Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and
certain other property to the Trust Fund and receive in consideration therefor
the Certificates, together evidencing the entire beneficial ownership interest
in the Trust Fund.
The
Trustee on behalf of the Trust shall make an election for the assets
constituting REMIC I to be treated for federal income tax purposes as a REMIC.
On the Startup Day, the REMIC I Regular Interests will be designated the
“regular interestsæ in such REMIC, and the Class R-1 Certificates will be
designated the sole class of “residual interests” in such REMIC.
The
Trustee on behalf of the Trust shall make an election for the assets
constituting REMIC II to be treated for federal income tax purposes as a REMIC.
On the Startup Day, the REMIC II Regular Interests will be designated the
“regular interests” in such REMIC, and the Class R-2 Certificates will be
designated the sole class of “residual interests” in such REMIC.
The
Trustee on behalf of the Trust shall make an election for the assets
constituting REMIC III to be treated for federal income tax purposes as a REMIC.
On the Startup Day, the Regular Certificates will be designated the “regular
interests” in such REMIC, and the Class R-3 Certificates will be designated the
sole class of “residual interests” in such REMIC.
The
Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off
Date, after deducting all Scheduled Principal due on or before the Cut-off
Date,
of $286,444,709.62. The initial principal amount of the Certificates will not
exceed such Outstanding Principal Balance.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Securities Administrator, the Seller and the Trustee agree
as follows:
ARTICLE
I
Definitions
Section
1.01 Definitions.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article.
Accepted
Master Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
servicing practices of prudent mortgage servicing institutions that master
service mortgage loans of the same type and quality as such Mortgage Loan in
the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Trustee or the Master Servicer (except in its capacity as
successor to a Servicer), or (y) as provided in the applicable Servicing
Agreement, to the extent applicable to any Servicer, but in no event below
the
standard set forth in clause (x).
Account:
The
Distribution Account and the Protected Account as the context may
require.
Accretion
Termination Date: The
earlier to occur of (i) the Distribution Date on which the Current Principal
Amount of the Class II-A-7 Certificates has been reduced to zero and (ii) the
Credit Support Depletion Date.
Accrued
Certificate Interest:
For any
Certificate (other than the Class PO Certificates) for any Distribution Date,
the interest accrued during the related Interest Accrual Period at the
applicable Pass-Through Rate on the Current Principal Amount, or Notional Amount
in the case of any Interest Only Certificate, of such Certificate immediately
prior to such Distribution Date, less (i) in the case of a Senior Certificate
(other than the Class PO Certificates), such Certificate’s share of any Net
Interest Shortfall from the Mortgage Loans and, after the Cross-Over Date,
the
interest portion of any Realized Losses on the Mortgage Loans allocated thereto
in accordance with Section 6.03(e) and (ii) in the case of a Subordinate
Certificate, such Certificate’s share of any Net Interest Shortfall from the
Mortgage Loans and the interest portion of any Realized Losses on the Mortgage
Loans allocated thereto in accordance with Section 6.03(e). All calculations
of
interest on the Certificates will be made on the basis of a 360-day year
consisting of twelve 30-day months.
Additional
Disclosure:
As
defined in Section 3.18.
Additional
Form 10-D Disclosure:
As
defined in Section 3.18.
Additional
Form 10-K Disclosure:
As
defined in Section 3.18.
Affiliate:
As to
any Person, any other Person controlling, controlled by or under common control
with such Person. “Control”
means the power
to direct the management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise.
”Controlled” and ”Controlling” have meanings correlative to the foregoing. The
Trustee may conclusively presume that a Person is not an Affiliate of another
Person unless a Responsible Officer of the Trustee has actual knowledge to
the
contrary.
Aggregate
Planned Principal Amount: With
respect to the Class II-A-4, Class II-A-5 and Class II-A-6 Certificates and
any
Distribution Date, the
amount set forth in Exhibit O attached hereto opposite that Distribution
Date.
Agreement:
This
Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
Annual
Statement of Compliance:
As
defined in Section 3.16.
Allocable
Share:
With
respect to any Class of Subordinate Certificates on any Distribution Date will
generally equal such Class’s pro rata share (based on the Current Principal
Amount of each Class entitled thereto) of the sum of each of the components
of
the definition of Subordinate Optimal Principal Amount for each Subgroup;
provided, that except as described in the succeeding sentence, no Class of
Subordinate Certificates (other than the Class of Subordinate Certificates
outstanding with the lowest numerical designation) shall be entitled on any
Distribution Date to receive distributions pursuant to clauses (2), (3) and
(5)
of the definition of Subordinate Optimal Principal Amount unless the Class
Prepayment Distribution Trigger for the related Class is satisfied for such
Distribution Date. If on any Distribution Date the Current Principal Amount
of
any Class of Subordinate Certificates for which the Class Prepayment
Distribution Trigger was satisfied on such Distribution Date is reduced to
zero,
any amounts distributable to such Class pursuant to clauses (2), (3) and (5)
of
the definition of Subordinate Optimal Principal Amount, to the extent of such
Class’s remaining Allocable Share, shall be distributed to the remaining Classes
of Subordinate Certificates in reduction of their respective Current Principal
Amounts, sequentially, in the order of their numerical Class
designations.
Applicable
Credit Rating:
For any
long-term deposit or security, a credit rating of AAA in the case of each of
S&P and Fitch or Aaa in the case of Xxxxx’x. For any short-term deposit or
security, a rating of A-l+ in the case of S&P, F-1+ in the case of Fitch or
P-1 in the case of Xxxxx’x.
Applicable
State Law:
For
purposes of Section 9.12(d), the Applicable State Law shall be (a) the law
of
the State of New York and (b) such other state law whose applicability shall
have been brought to the attention of the Securities Administrator and the
Trustee by either (i) an Opinion of Counsel reasonably acceptable to the
Securities Administrator and the Trustee delivered to it by the Master Servicer
or the Depositor, or (ii) written notice from the appropriate taxing authority
as to the applicability of such state law.
Appraised
Value:
For any
Mortgaged Property related to a Mortgage Loan, the amount set forth as the
appraised value of such Mortgaged Property in an appraisal made for the mortgage
originator in connection with its origination of the related Mortgage
Loan.
Assessment
of Compliance:
As
defined in Section 3.17.
Attesting
Party:
As
defined in Section 3.17.
Attestation
Report:
As
defined in Section 3.17.
Assignment
Agreements:
The
agreements attached hereto as Exhibit J, whereby the Servicing Agreements were
assigned to the Trustee for the benefit of the Holders of the
Certificateholders.
Assignment
of Proprietary Lease:
With
respect to a Cooperative Loan, the assignment of the related Cooperative Lease
from the Mortgagor to the originator of the Cooperative Loan.
Assumed
Final Distribution Date:
With
respect to the Certificates, the Distribution Date occurring in June
2036.
Available
Funds:
For any
Distribution Date, an amount which generally includes, (1) all previously
undistributed payments on account of principal (including the principal portion
of Monthly Payments, Principal Prepayments and the principal amount of Net
Liquidation Proceeds) with regard to the Mortgage Loans and all previously
undistributed payments on account of interest received after the Cut-Off Date
and on or prior to the related Determination Date, (2) any Monthly Advances
and
Compensating Interest made by the Master Servicer or a Servicer for such
Distribution Date in respect of the Mortgage Loans and (3) any amounts
reimbursed by the Master Servicer in connection with losses on certain eligible
investments, net of all fees payable to, and amounts reimbursable to, the
Servicers, the Master Servicer, the Securities Administrator, the Trustee and
the Custodian as provided in this Agreement and the Custodial Agreement and
investment earnings on amounts on deposit in the Distribution
Account.
Average
Loss Severity Percentage:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the sum of the Loss Severity Percentages for each Mortgage
Loan which had a Realized Loss and the denominator of which is the number of
Mortgage Loans which had Realized Losses.
Bankruptcy
Code:
The
United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§
101-1330.
Bankruptcy
Loss:
With
respect to any Mortgage Loan, any Deficient Valuation or Debt Service Reduction
related to such Mortgage Loan as reported by the applicable Servicer to the
Master Servicer.
Book-Entry
Certificates:
Initially, all Classes of the Senior Certificates and the Offered Subordinate
Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which the New York
Stock
Exchange or Federal Reserve is closed or on which banking institutions in the
jurisdiction in which the Trustee, the Master Servicer, any Servicer or the
Securities Administrator is located are authorized or obligated by law or
executive order to be closed.
Certificate:
Any one
of the Certificates executed and countersigned by the Certificate Registrar
substantially in the form of Exhibits A-1 through A-5 attached
hereto.
Certificates
Distribution Report:
The
report prepared by the Securities Administrator with respect to the Certificates
and the Mortgage Loans pursuant to Section 6.05(a).
Certificateholder:
A
Holder of a Certificate.
Certificate
Owner:
Any
Person who is the beneficial owner of a Certificate registered in the name
of
the Depository or its nominee.
Certificate
Register:
The
register maintained pursuant to Section 5.02.
Certificate
Registrar:
The
Securities Administrator or any successor certificate registrar appointed
hereunder.
Chevy
Chase:
Chevy
Chase Bank, F.S.B., or its successor in interest.
Chevy
Chase Servicing Agreement:
The
Purchase,
Warranties and Servicing Agreement, dated as of July 1, 2001, between the Seller
and Chevy Chase, as amended by Amendment No. 1, dated as of January 13, 2003
and
by Amendment No. 2, dated as of January 31, 2006, attached hereto as Exhibit
I-1, and as modified by the related Assignment Agreement.
Class:
With
respect to the Certificates, X-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0,
XX-X-0, XX-X-0, XX-X-0. XX-X-0, XXX-X-0, III-A-2, PO, X, R-1, X-0, X-0, X-0,
X-0, X-0, X-0, B-5 and B-6.
Class
II-A Certificates:
Any of
the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class
II-A-6, Class II-A-7, Class II-A-8 and Class II-A-9 Certificates.
Class
II-A-8 Accrual Amount:
On each
Distribution Date preceding the Accretion Termination Date, an amount equal
to
the amount of Accrued Certificate Interest on the Class II-A-8 Certificates
for
that date which will be added to the Current Principal Amount of the Class
II-A-8 Certificates and distributed pursuant to Section 6.01(g) to the holders
of the Class II-A-7 Certificates and Class II-A-8 Certificates as principal
in
reduction of the Current Principal Amount of the Class II-A-7 Certificates
and
Class II-A-8 Certificates. Any distributions of the Class II-A-8 Accrual Amount
to the Class II-A-7 Certificates and Class II-A-8 Certificates will reduce
the
Current Principal Amount of the Class II-A-7 Certificates and Class II-A-8
Certificates, as applicable, by that amount. The amount that is added to the
Current Principal Amount of the Class II-A-8 Certificates will accrue interest
at a rate of 6.00% per annum. On each Distribution Date on or after the
Accretion Termination Date, the entire Accrued Certificate Interest on the
Class
II-A-8 Certificates for that date will be payable to the holders of the Class
II-A-8 Certificates, as interest, to the extent not required to be paid to
the
Class II-A-7 Certificates and Class II-A-8 Certificates in order to fully reduce
the Current Principal Amount of the Class II-A-7 Certificates to zero on the
Accretion Termination Date; provided, however, that if the Accretion Termination
Date is the Credit Support Depletion Date, the entire Class II-A-8 Accrual
Amount for that date will be payable as interest to the holders of the Class
II-A-8 Certificates.
Class
II-A-9 Priority Amount:
For any
Distribution Date the product of (i) the Shift Percentage and (ii) the sum
of
(x) the Class II-A-9 Scheduled Principal Payment Amount for such Distribution
Date and (y) the Class II-A-9 Unscheduled Principal Payment Amount for such
Distribution Date.
Class
II-A-9 Scheduled Principal Payment Amount:
For any
Distribution Date, an amount equal to the product of (x) the aggregate of the
collections described in clause (1) of the definition of Subgroup Principal
Distribution Amount for the related Subgroup and that Distribution Date (without
application of the related Subgroup Senior Percentage) multiplied by (y) a
fraction, (i) the numerator of which is the Current Principal Balance of the
Class II-A-9 Certificates immediately prior to that Distribution Date and (ii)
the denominator of which is the sum of the Non-PO Percentages of the Scheduled
Principal Balances of the Mortgage Loans in Subgroup I, Subgroup II and Subgroup
III as of the first day of the related Due Period.
Class
II-A-9 Unscheduled Principal Payment Amount:
For any
Distribution Date, an amount equal to the product of (x) the aggregate of the
collections described in clauses (2) through (5) of the definition of Subgroup
Principal Distribution Amount for the related Subgroup and that Distribution
Date (without application of the related Subgroup Senior Prepayment Percentage)
multiplied by (y) a fraction, (i) the numerator of which is the Current
Principal Amount of the Class II-A-9 Certificates immediately prior to that
Distribution Date and (ii) the denominator of which is the sum of the Non-PO
Percentages of the Scheduled Principal Balances of the Mortgage Loans in
Subgroup I, Subgroup II and Subgroup II as of the first day of the related
Due
Period.
Class
III-A Certificates:
Any of
the Class III-A-1 Certificates and Class III-A-2 Certificates.
Class
A Certificates:
Any of
the Class I-A-1, Class II-A and Class III-A Certificates.
Class
R Certificates:
The
Class R-1, Class R-2 and Class R-3 Certificates.
Class
PO Certificate Cash Shortfall:
For any
Distribution Date, the difference between (i) principal distributable to the
Class PO Certificates in accordance with priority fourth
of
clause (i) under subsection 6.01(a), and (ii) principal actually distributed
to
the Class PO Certificates after giving effect to clause (iii) under subsection
6.01(a).
Class
PO Certificate Deferred Amount:
As to
each Distribution Date through the Cross-Over Date, the aggregate of all amounts
allocable on such dates to the Class PO Certificates in respect of the principal
portion of Realized Losses in respect of Discount Mortgage Loans in Subgroup
I
and the Class PO Certificate Cash Shortfall and all amounts previously allocated
in respect of such losses and such shortfalls to the Class PO Certificates,
and
not distributed on prior Distribution Dates.
Class
PO Certificate Principal Distribution Amount:
The
Class PO Certificates shall be entitled to distributions from Subgroup I. For
the Class PO Certificates with respect to each Distribution Date will be an
amount equal to the sum of:
(i) the
PO
Percentage of all scheduled payments of principal due on each Discount Mortgage
Loan in Subgroup I on the related Due Date as specified in the amortization
schedule at the time applicable thereto (after adjustment for previous principal
prepayments but before any adjustment to such amortization schedule by reason
of
any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period);
(ii) the
PO
Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan
in
Subgroup I which was the subject of a prepayment in full received by the related
Servicer during the applicable Prepayment Period;
(iii) the
PO
Percentage of all partial prepayments of principal of each Discount Mortgage
Loan in Subgroup I received during the applicable Prepayment
Period;
(iv) the
lesser of (a) the PO Percentage of the sum of (A) all Net Liquidation Proceeds
and Subsequent Recoveries allocable to principal on each Discount Mortgage
Loan
in Subgroup I which became a Liquidated Mortgage Loan during the related
Prepayment Period (other than a Discount Mortgage Loan described in clause
(B))
and (B) the Scheduled Principal Balance of each such Discount Mortgage Loan
in
Subgroup I purchased by an insurer from the Trustee during the related
Prepayment Period pursuant to the related Primary Mortgage Insurance Policy,
if
any, or otherwise; and (b) the PO Percentage of the sum of (A) the Scheduled
Principal Balance of each Discount Mortgage Loan in Subgroup I which became
a
Liquidated Mortgage Loan during the related Prepayment Period (other than a
Discount Mortgage Loan described in clause (B)) and (B) the Scheduled Principal
Balance of each such Discount Mortgage Loan in Subgroup I that was purchased
by
an insurer from the Trustee during the related Prepayment Period pursuant to
the
related Primary Mortgage Insurance Policy, if any, or otherwise;
and
(v) the
PO
Percentage of the sum of (a) the Scheduled Principal Balance of each Discount
Mortgage Loan in Subgroup I which was repurchased by the Seller in connection
with such Distribution Date and (b) the difference, if any, between the
Scheduled Principal Balance of a Discount Mortgage Loan in Subgroup I that
has
been replaced by the Seller with a substitute Discount Mortgage Loan pursuant
to
the Agreement in connection with such Distribution Date and the Scheduled
Principal Balance of such substitute Discount Mortgage Loan.
Class
Prepayment Distribution Trigger:
For a
Class of Subordinate Certificates for any Distribution Date, the Class
Prepayment Distribution Trigger is satisfied if the fraction (expressed as
a
percentage), the numerator of which is the aggregate Current Principal Amount
of
such Class and each Class of Subordinate Certificates subordinate thereto,
if
any, and the denominator of which is the Scheduled Principal Balance of all
of
the Mortgage Loans as of the beginning of the related Due Period, equals or
exceeds such percentage calculated as of the Closing Date.
Clearing
Agency:
An
organization registered as a “clearing agency” pursuant to Section 17A of the
Securities and Exchange Act of 1934, as amended, which initially shall be DTC,
Clearstream, Luxembourg and Euroclear.
Clearstream,
Luxembourg:
Clearstream Banking, a société anonyme, a limited liability company organized
under the laws of Luxembourg.
Closing
Date:
May 31,
2006.
Code:
The
Internal Revenue Code of 1986, as amended.
Compensating
Interest Payment:
As
defined in Section 6.07.
Cooperative:
A
private, cooperative housing corporation which owns or leases land and all
or
part of a building or buildings, including apartments, spaces used for
commercial purposes and common areas therein and whose board of directors
authorizes, among other things, the sale of Cooperative Stock.
Cooperative
Apartment:
A
dwelling unit in a multi-dwelling building owned or leased by a Cooperative,
which unit the Mortgagor has an exclusive right to occupy pursuant to the terms
of a proprietary lease or occupancy agreement.
Cooperative
Lease:
With
respect to a Cooperative Loan, the proprietary lease or occupancy agreement
with
respect to the Cooperative Apartment occupied by the Mortgagor and relating
to
the related Cooperative Stock, which lease or agreement confers an exclusive
right to the holder of such Cooperative Stock to occupy such
apartment.
Cooperative
Loan:
Any of
the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by
a
Mortgage Note and secured by (i) a Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment of the Cooperative Lease,
(iv) financing statements and (v) a stock power (or other similar instrument),
and ancillary thereto, a recognition agreement between the Cooperative and
the
originator of the Cooperative Loan, each of which was transferred and assigned
to the Trustee pursuant to Section 2.01 and are from time to time held as part
of the Trust Fund.
Cooperative
Stock:
With
respect to a Cooperative Loan, the single outstanding class of stock,
partnership interest or other ownership instrument in the related
Cooperative.
Cooperative
Stock Certificate:
With
respect to a Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate
Trust Office:
The
office of the Trustee at which at any particular time its corporate trust
business is administered, which office, at the date of the execution of this
Agreement, is located at US Bank Corporate Trust Services, Xxx Xxxxxxx Xxxxxx,
0xx
Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services/PRIME 2006-1,
or such other address as the Trustee may designate from time to time. With
respect to the Certificate Registrar and the presentment of Certificates for
registration of transfer, exchange or final payment, Xxxxx Fargo Bank, National
Association, its offices located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust/PRIME 2006-1, and
for
all other purposes, its offices located at X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx
00000
(or, for overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000), Attention: Corporate Trust/Prime 2006-1.
Corresponding
Certificates:
With
respect to each REMIC II Regular Interest, the Class with the same
designation.
Credit
Support Depletion Date:
The
first Distribution Date on which the related Subgroup Senior Percentage equals
100%.
Cross-Over
Date:
The
Distribution Date on which the Current Principal Amounts of the Subordinate
Certificates are reduced to zero.
Current
Principal Amount:
With
respect to any Certificate (other than an Interest Only Certificate) as of
any
Distribution Date, the initial principal amount of such Certificate plus any
Subsequent Recoveries added to the Current Principal Amount of such Certificate
pursuant to Section 6.01(h), and reduced by (i) all amounts distributed on
previous Distribution Dates on such Certificate with respect to principal,
(ii)
the principal portion of all Realized Losses allocated prior to such
Distribution Date to such Certificates, taking account of the Loss Allocation
Limitation and (iii) in the case of a Subordinate Certificate, such
Certificate’s pro rata share, if any, of the applicable Subordinate Certificate
Writedown Amount for previous Distribution Dates. With respect to any Class
of
Certificates (other than an Interest Only Certificate), the Current Principal
Amount thereof will equal the sum of the Current Principal Amounts of all
Certificates in such Class. Notwithstanding the foregoing, solely for purposes
of giving consents, directions, waivers, approvals, requests and notices, each
of the Residual Certificates after the Distribution Date on which they each
receive the distribution of the last dollar of their respective original
principal amount shall be deemed to have Current Principal Amounts equal to
their respective Current Principal Amounts on the day immediately preceding
such
Distribution Date.
Current
Report:
The
Current Report pursuant to Section 13 or 15(d) of the Exchange Act.
Custodial
Agreement:
An
agreement, dated as of the Closing Date among the Depositor, the Master
Servicer, the Trustee and the Custodian in substantially the form of Exhibit
G
hereto.
Custodian:
Xxxxx
Fargo Bank, National Association, or any successor custodian appointed pursuant
to the provisions hereof and of the Custodial Agreement.
Cut-off
Date:
May 1,
2006.
Cut-off
Date Balance:
An
amount equal to $286,444,709.62.
Debt
Service Reduction:
Any
reduction of the Scheduled Payments which a Mortgagor is obligated to pay with
respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy
Code or any other similar state law or other proceeding.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation of the Mortgaged Property by a court
of competent jurisdiction in an amount less than the then outstanding
indebtedness under the Mortgage Loan, which valuation results from a proceeding
initiated under the Bankruptcy Code or any other similar state law or other
proceeding.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the last day of the month
in
which such payment was due. For example, a Mortgage Loan with a payment due
on
December 1 that remained unpaid as of the close of business on December 31
would
then be considered to be 30 to 59 days delinquent. Similarly for “60 days
delinquent,” “90 days delinquent” 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. This
method of determining delinquencies is also referred to as the MBA
method.
Depositor:
Structured Asset Mortgage Investments II Inc., a Delaware corporation, or its
successors in interest.
Depositor
Information:
As
defined in Section 3.18(c).
Depository:
The
Depository Trust Company, the nominee of which is Cede & Co., or any
successor thereto.
Depository
Agreement:
The
meaning specified in Subsection 5.01(a) hereof.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time the Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Designated
Depository Institution:
A
depository institution (commercial bank, federal savings bank, mutual savings
bank or savings and loan association) or trust company (which may include the
Trustee), the deposits of which are fully insured by the FDIC to the extent
provided by law.
Determination
Date:
With
respect to each Mortgage Loan, the Determination Date as defined in the related
Servicing Agreement.
Discount
Mortgage Loan:
Any
Mortgage Loan with a Net Mortgage Rate less than 5.5000% per annum.
Disqualified
Organization:
Any of
the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation
if
all of its activities are subject to tax and, except for the Xxxxxxx Mac or
any
successor thereto, a majority of its board of directors is not selected by
such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code or (v) any other Person so designated by the Trustee and the
Certificate Registrar based upon an Opinion of Counsel that the holding of
an
ownership interest in a Residual Certificate by such Person may cause any REMIC
contained in the Trust or any Person having an Ownership Interest in the
Residual Certificate (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but
for
the transfer of an Ownership Interest in a Residual Certificate to such Person.
The terms “United States,” “State” and “international organization” shall have
the meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution
Account:
The
trust account or accounts created and maintained pursuant to Section 4.04,
which
shall be denominated “Xxxxx Fargo Bank, National Association, as Paying Agent,
f/b/o holders of Structured Asset Mortgage Investments II Inc., Prime Mortgage
Trust, Certificates, Series 2006-1 - Distribution Account.” The Distribution
Account shall be an Eligible Account.
Distribution
Date:
The
25th day of any month, beginning in June 2006, or, if such 25th day is not
a
Business Day, the immediately following Business Day.
Distribution
Report:
The
Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of
the
Exchange Act.
DTC
Custodian:
Xxxxx
Fargo, National Association, or its successors in interest as custodian for
the
Depository.
Due
Date:
With
respect to each Mortgage Loan, the date in each month on which its Scheduled
Payment is due if such due date is the first day of a month and otherwise is
deemed to be the first day of the following month or such other date specified
in the related Servicing Agreement.
Due
Period:
With
respect to any Distribution Date and each Mortgage Loan, the period commencing
on the second day of the month preceding the month in which the Distribution
Date occurs and ending at the close of business on the first day of the month
in
which the Distribution Date occurs.
XXXXX:
As
defined in Section 3.18.
Eligible
Account:
Any of
(i) a segregated account maintained with a federal or state chartered depository
institution (A) the short-term obligations of which are rated A-1 or better
by
Standard & Poor’s, F-1 by Fitch and P-1 by Moody’s at the time of any
deposit therein or (B) insured by the FDIC (to the limits established by such
Corporation), the uninsured deposits in which account are otherwise secured
such
that, as evidenced by an Opinion of Counsel (obtained by the Person requesting
that the account be held pursuant to this clause (i)) delivered to the Trustee
prior to the establishment of such account, the Certificateholders will have
a
claim with respect to the funds in such account and a perfected first priority
security interest against any collateral (which shall be limited to Permitted
Investments, each of which shall mature not later than the Business Day
immediately preceding the Distribution Date next following the date of
investment in such collateral or the Distribution Date if such Permitted
Investment is an obligation of the institution that maintains the Distribution
Account) securing such funds that is superior to claims of any other depositors
or general creditors of the depository institution with which such account
is
maintained, (ii) a segregated trust account or accounts maintained with a
federal or state chartered depository institution or trust company with trust
powers acting in its fiduciary capacity or (iii) a segregated account or
accounts of a depository institution acceptable to the Rating Agencies (as
evidenced in writing by the Rating Agencies that use of any such account as
the
Distribution Account will not have an adverse effect on the then-current ratings
assigned to the Classes of Certificates then rated by the Rating Agencies).
Eligible Accounts may bear interest.
EMC:
EMC
Mortgage Corporation.
EMC
Servicing Agreement:
With
respect to the Mortgage Loans serviced by EMC, the Servicing Agreement dated
as
of May 1, 2006, between the Depositor and EMC, attached hereto as Exhibit I-2
and as modified by the related Assignment Agreement.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
Euroclear:
Euroclear Clearance System, Société Cooperative, a Belgium cooperative
cooperation.
Euroclear
Operator:
Euroclear Bank S.A./N.V., as operator of the Euroclear system.
Event
of Default:
An
event of default described in Section 8.01.
Excess
Liquidation Proceeds:
To the
extent that such amount is not required by law to be paid to the related
Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to
a
Liquidated Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance
of such Mortgage Loan and accrued but unpaid interest at the related Mortgage
Interest Rate through the last day of the month in which the related Liquidation
Date occurs, plus (ii) related Liquidation Expenses.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exchange
Act Reports:
Any
reports required to be filed pursuant to Section 3.18 of this
Agreement.
Xxxxxx
Xxx:
Federal
National Mortgage Association or any successor thereto.
FDIC:
Federal
Deposit Insurance Corporation or any successor thereto.
Final
Certification:
The
certification substantially in the form of Exhibit Three to the Custodial
Agreement.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Fitch:
Fitch,
Inc. or its successor in interest.
Form
8-K Disclosure Information:
As
defined in Section 3.18(a)(ii)(A).
Form
10-K Filing Deadline:
As
defined in Section 3.18.
Fractional
Undivided Interest:
With
respect to any Class of Certificates, the fractional undivided interest
evidenced by any Certificate of such Class, the numerator of which is the
Current Principal Amount, or Notional Amount in the case of the Interest Only
Certificates, of such Certificate and the denominator of which is the Current
Principal Amount, or Notional Amount in the case of the Interest Only
Certificates, of such Class. With respect to the Certificates in the aggregate,
the fractional undivided interest evidenced by (i) the Residual Certificates
will be deemed to equal 0.25%, (ii) each Class of Interest Only Certificates
will be deemed to equal 1.0% multiplied by a fraction, the numerator of which
is
the Notional Amount of such Certificate and the denominator of which is the
aggregate Notional Amount of its respective Class and (iii) a
Certificate of any other Class will be deemed to equal the fractional undivided
interest remaining after taking into account clauses (i) and (ii) multiplied
by
a fraction,
the
numerator of which is the Current Principal Amount of such Certificate and
the
denominator of which is the aggregate Current Principal Amount of all the
Certificates; provided, however, the percentage in clause (iii) above shall
be
increased by 1.0% upon the retirement of each Class of Interest Only
Certificates.
Xxxxxxx
Mac:
Xxxxxxx
Mac, formerly the Federal Home Loan Mortgage Corporation, or any successor
thereto.
Global
Certificate:
Any
Non-Offered Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
Holder:
The
Person in whose name a Certificate is registered in the related Certificate
Register, except that, subject to Subsections 11.02(b) and 11.05(e), solely
for
the purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor, the Master Servicer or the Trustee
or
any Affiliate thereof shall be deemed not to be outstanding and the Fractional
Undivided Interest evidenced thereby shall not be taken into account in
determining whether the requisite percentage of Fractional Undivided Interests
necessary to effect any such consent has been obtained.
Indemnified
Persons:
The
Trustee, the Master Servicer, the Custodian and the Securities Administrator
and
their officers, directors, agents and employees and, with respect to the
Trustee, any separate co-trustee and its officers, directors, agents and
employees.
Independent:
When
used with respect to any specified Person, this term means that such Person
(a)
is in fact independent of the Depositor or the Master Servicer and of any
Affiliate of the Depositor or the Master Servicer, (b) does not have any direct
financial interest or any material indirect financial interest in the Depositor
or the Master Servicer or any Affiliate of the Depositor or the Master Servicer
and (c) is not connected with the Depositor or the Master Servicer or any
Affiliate as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Individual
Certificate:
Any
Non-Offered Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certification:
The
certification substantially in the form of Exhibit One to the Custodial
Agreement.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity holders in which
come
within such paragraphs.
Insurance
Policy:
With
respect to any Mortgage Loan, any standard hazard insurance policy, flood
insurance policy or title insurance policy.
Insurance
Proceeds:
Amounts
paid by the insurer under any Insurance Policy covering any Mortgage Loan or
Mortgaged Property other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note or Security Instrument and other
than amounts used to repair or restore the Mortgaged Property or to reimburse
insured expenses.
Interest
Accrual Period:
For
each Class of Certificates (other than the Class
II-A-2, Class II-A-3, Class III-A-1 and Class III-A-2 Certificates)
and for
any Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs. For the Class II-A-2, Class II-A-3, Class III-A-1
and
Class III-A-2 Certificates, the period from and including the preceding
Distribution Date (or from May 25, 2006, in the case of the first Distribution
Date) to and including the day prior to the current Distribution Date. All
calculations of interest on the Certificates will be made on the basis of a
360-day year consisting of twelve 30-day months.
Interest
Determination Date:
With
respect to each Distribution Date, the second LIBOR Business Day immediately
preceding the commencement of the related Interest Accrual Period.
Interest
Only Certificates:
The
Class II-A-3, Class III-A-2 and Class X Certificates.
Interest
Shortfall:
With
respect to any Distribution Date and each Mortgage Loan that during the related
Prepayment Period was the subject of a Principal Prepayment or constitutes
a
Relief Act Mortgage Loan, an amount determined as follows:
(A) Partial
principal prepayments received during the relevant Prepayment Period: The
difference between (i) one month’s interest at the applicable Net Mortgage Rate
on the amount of such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Mortgage
Rate)
received at the time of such prepayment;
(B) Principal
prepayments in full received during the relevant Prepayment Period: The
difference between (i) one month’s interest at the applicable Net Mortgage Rate
on the Scheduled Principal Balance of such Mortgage Loan immediately prior
to
such prepayment and (ii) the amount of interest for the calendar month of such
prepayment (adjusted to the applicable Net Mortgage Rate) received at the time
of such prepayment; and
(C) As
to any
Relief Act Mortgage Loan, the excess of (i) 30 days’ interest (or, in the case
of a principal prepayment in full, interest to the date of prepayment) on the
Scheduled Principal Balance thereof (or, in the case of a principal prepayment
in part, on the amount so prepaid) at the related Net Mortgage Rate over (ii)
30
days’ interest (or, in the case of a principal prepayment in full, interest to
the date of prepayment) on such Scheduled Principal Balance (or, in the case
of
a Principal Prepayment in part, on the amount so prepaid) at the Net Mortgage
Rate required to be paid by the Mortgagor as limited by application of the
Relief Act.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
Investment
Letter:
The
letter to be furnished by each Institutional Accredited Investor which purchases
any of the Class B-4, Class B-5 or Class B-6 Certificates in connection with
such purchase, substantially in the form set forth as Exhibit F-1
hereto.
Issuing
Entity:
Prime
Mortgage Trust 2006-1.
Lender-Paid
PMI Rate:
With
respect to each Mortgage Loan covered by a lender-paid primary mortgage
insurance policy, the amount payable to the related insurer, as stated in the
Mortgage Loan Schedule.
LIBOR:
With
respect to any Distribution Date, the arithmetic mean of the London interbank
offered rate quotations for one-month U.S. Dollar deposits, expressed on a
per
annum basis, determined in accordance with Section 1.02.
LIBOR
Business Day:
Any day
other than (i) a Saturday or Sunday or (ii) a day on which banking institutions
in London, England and New York City are required or authorized to by law to
be
closed.
Liquidated
Mortgage Loan:
Any
defaulted Mortgage Loan as to which the related Servicer or the Master Servicer
has determined that all amounts it expects to recover from or on account of
such
Mortgage Loan have been recovered.
Liquidation
Date:
With
respect to any Liquidated Mortgage Loan, the date on which the Master Servicer
or the related Servicer has certified that such Mortgage Loan has become a
Liquidated Mortgage Loan.
Liquidation
Expenses:
With
respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
incurred by or for the account of the Master Servicer or the related Servicer
in
connection with the liquidation of such Mortgage Loan and the related Mortgage
Property, such expenses including (a) property protection expenses, (b) property
sales expenses, (c) foreclosure and sale costs, including court costs and
reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred
in connection with liquidation.
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through trustee’s sale, foreclosure sale, Insurance Proceeds,
condemnation proceeds or otherwise and any Subsequent Recoveries.
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan, the fraction, expressed as a percentage, the
numerator of which is the original principal balance of the related Mortgage
Loan and the denominator of which is the Original Value of the related Mortgaged
Property.
Loss
Allocation Limit:
The
meaning specified in Subsection 6.03(a)(iv) hereof.
Loss
Severity Percentage:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the amount of Realized Losses incurred on a Mortgage
Loan
and the denominator of which is the Scheduled Principal Balance of such Mortgage
Loan immediately prior to the liquidation of such Mortgage Loan.
Lost
Notes:
The
original Mortgage Notes that have been lost, as indicated on the Mortgage Loan
Schedule.
Master
Servicer:
As of
the Closing Date, Xxxxx Fargo Bank, N.A. and, thereafter, its respective
successors in interest who meet the qualifications of the Servicing Agreements
and this Agreement.
Master
Servicing Compensation:
For any
Distribution Date, the Master Servicing Fee for such Distribution Date and
any
amounts earned on permitted investments in the Distribution Account.
Master
Servicing Fee:
As
to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Master Servicing Fee Rate multiplied by the Scheduled Principal Balance of
such
Mortgage Loan as of the Due Date in the month preceding the month in which
such
Distribution Date occurs.
Master
Servicing Fee Rate:
0.0155%
per annum.
Master
Servicer Information:
As
defined in Section 3.18(c).
Material
Defect:
The
meaning specified in Section 2.02(a).
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof, or as nominee for any
subsequent assignee of the originator pursuant to an assignment of mortgage
to
MERS.
Monthly
Advance:
An
advance of principal or interest required to be made by the applicable Servicer
pursuant to the related Servicing Agreement or the Master Servicer pursuant
to
Section 6.06.
Moody’s:
Xxxxx’x
Investors Service, Inc. or its successor in interest.
Mortgage
File:
The
mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage
Loan and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage
Interest Rate:
The
annual rate at which interest accrues from time to time on any Mortgage Loan
pursuant to the related Mortgage Note, which rate is initially equal to the
“Mortgage Interest Rate” set forth with respect thereto on the Mortgage Loan
Schedule.
Mortgage
Loan:
A
mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01
or Section 2.04 and held as a part of the Trust Fund, as identified in the
Mortgage Loan Schedule (which shall include, without limitation, (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative
Lease and Mortgage File and all rights appertaining thereto, and (ii) with
respect to each Mortgage Loan other than a Cooperative Loan, each related
Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto),
including a mortgage loan the property securing which has become an REO
Property. Notwithstanding any provision in this Agreement to the contrary,
in no
event shall the term “Mortgage Loan” include any Underlying Mortgage
Loan.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement dated as of May 31, 2006, between EMC Mortgage
Corporation, as seller, and Structured Asset Mortgage Investments II Inc.,
as
purchaser, and all amendments thereof and supplements thereto, attached as
Exhibit H.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as
from
time to time amended to reflect the repurchase or substitute of Mortgage Loans
pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, the initial Mortgage Loan Schedule being attached
hereto as Exhibit B setting forth the following information with respect to
each
Mortgage Loan:
| (a) |
the
city, state and zip code of the Mortgaged Property;
|
| (b) |
the
property type;
|
| (c) |
the
Mortgage Interest Rate;
|
| (d) |
the
Servicing Fee Rate;
|
| (e) |
the
Master Servicing Fee Rate;
|
| (f) |
the
LPMI Fee, if applicable;
|
| (g) |
[reserved];
|
| (h) |
the
Net Rate;
|
| (i) |
the
maturity date;
|
| (j) |
the
stated original term to maturity;
|
| (k) |
the
stated remaining term to maturity;
|
| (l) |
the
original Principal Balance;
|
| (m) |
the
first payment date;
|
| (n) |
the
principal and interest payment in effect as of the Cut-off
Date;
|
| (o) |
the
unpaid Principal Balance as of the Cut-off Date;
|
| (p) |
the
Loan-to-Value Ratio at origination;
|
| (q) |
the
insurer of any Primary Mortgage Insurance Policy;
|
| (r) |
the
MIN with respect to each MOM Loan;
|
| (s) |
the
Gross Margin, if applicable;
|
| (t) |
the
next Adjustment Date, if applicable;
|
| (u) |
the
Maximum Mortgage Rate, if applicable;
|
| (v) |
the
Minimum Mortgage Rate, if applicable;
|
| (w) |
the
Periodic Rate Cap, if applicable;
|
| (x) |
the
Loan Group, if applicable;
|
| (y) |
a
code indicating whether the Mortgage Loan is negatively
amortizing;
|
| (z) |
which
Mortgage Loans adjust after an initial fixed-rate period of one,
two,
three, five, seven or ten years or any other period;
|
| (aa) |
the
Prepayment Charge, if any;
|
| (bb) |
lien
position (e.g., first lien or second lien);
|
| (cc) |
a
code indicating whether the Mortgage Loan is has a balloon
payment;
|
| (dd) |
a
code indicating whether the Mortgage Loan is an interest-only loan;
|
| (ee) |
the
interest-only term, if applicable;
|
| (ff) |
the
Mortgage Loan Seller; and
|
| (gg) |
the
original amortization term.
|
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and (j)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note:
The
originally executed note or other evidence of the indebtedness of a Mortgagor
under the related Mortgage Loan.
Mortgaged
Property:
Land
and improvements securing the indebtedness of a Mortgagor under the related
Mortgage Loan or, in the case of REO Property, such REO Property, or, in the
case of a Cooperative Loan, the related Cooperative Lease and Cooperative Stock.
In no event, however, shall the term “Mortgaged
Property”
include any mortgaged property or real estate owned property relating to an
Underlying Mortgage Loan.
Mortgagor:
The
obligor on a Mortgage Note.
National
City:
National City Mortgage Co., or its successor in interest.
National
City Servicing Agreement:
The
Purchase, Warranties and Servicing Agreement, dated as of October 1, 2001,
between the Seller and National City, as amended by Amendment Reg AB dated
as of
March 1, 2006, attached hereto as Exhibit I-3, and as modified by the related
Assignment Agreement.
Net
Interest Shortfall:
With
respect to any Distribution Date, the Interest Shortfall, if any, for such
Distribution Date net of Compensating Interest Payments made with respect to
such Distribution Date.
Net
Liquidation Proceeds:
As to
any Liquidated Mortgage Loan, Liquidation Proceeds net of (i) Liquidation
Expenses which are payable therefrom to the related Servicer or the Master
Servicer in accordance with the related Servicing Agreement or this Agreement
and (ii) unreimbursed advances by the related Servicer or the Master Servicer
and Monthly Advances.
Net
Mortgage Rate:
With
respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time
to
time less the Servicing Fee (expressed as a per annum rate).
Non-Offered
Certificates:
The
Class B-4, Class B-5 and Class B-6 Certificates.
Non-PO
Percentage:
With
respect to any Mortgage Loan with a Net Mortgage Rate less than 5.5000% per
annum, a fraction, expressed as a percentage, (x) the numerator of which is
equal to the related Net Mortgage Rate, and (y) the denominator of which is
equal to 5.5000% per annum. With respect to all other Mortgage Loans,
100%.
Nonrecoverable
Advance:
With
respect to any Mortgage Loan, any advance or Monthly Advance (i) which was
previously made or is proposed to be made by the Master Servicer, the Trustee
(as successor Master Servicer) or the applicable Servicer and (ii) which, in
the
good faith judgment of the Master Servicer, the Trustee or the applicable
Servicer, will not or, in the case of a proposed advance or Monthly Advance,
would not, be ultimately recoverable by the Master Servicer, the Trustee (as
successor Master Servicer) or the applicable Servicer from Liquidation Proceeds,
Insurance Proceeds or future payments on the Mortgage Loan for which such
advance or Monthly Advance was made or is proposed to be made.
Notional
Amount:
The
Notional Amount of the Class II-A-3 Certificates as of any date of determination
is equal to the Scheduled Principal Balance of the Class II-A-2 Certificates.
For federal income tax purposes, however, the Notional Amount of the Class
II-A-3 Certificates is an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest II-A-2. The Notional Amount of the Class III-A-2
Certificates as of any date of determination is equal to the Scheduled Principal
Balance of the Class III-A-1 Certificates. For federal income tax purposes,
however, the Notional Amount of the Class III-A-2 Certificates is an amount
equal to the Uncertificated Principal Balance of REMIC II Regular Interest
III-A-1. The Notional Amount of the Class X Certificates, as of any date of
determination, is equal to the aggregate Scheduled Principal Balance of the
Mortgage Loans with a Net Mortgage Rate greater than 7.5000% per annum. For
federal income tax purposes, however, the Notional Amount of the Class X
Certificates is an amount equal to the Uncertificated Notional Amount of REMIC
II Regular Interest X.
Officer’s
Certificate:
A
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a Vice President or Assistant Vice President or other
authorized officer of the Master Servicer, the Depositor, the Seller or the
Servicer, as applicable, and delivered to the Trustee, as required by this
Agreement.
Offered
Certificates: The
Senior Certificates and Offered Subordinate Certificates.
Offered
Subordinate Certificates:
The
Class B-1, Class B-2 and Class B-3 Certificates.
Opinion
of Counsel:
A
written opinion of counsel who is or are acceptable to the Trustee or the Master
Servicer, as applicable, and who, unless required to be Independent (an “Opinion
of
Independent Counsel”), may
be internal
counsel for the Master Servicer or the Depositor.
Original
Subordinate Principal Balance:
The
aggregate Current Principal Amount of the Subordinate Certificates as of the
Closing Date.
Original
Value:
The
lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
Property at the time of origination of a Mortgage Loan, except in instances
where either clauses (i) or (ii) is unavailable, the other may be used to
determine the Original Value, or if both clauses (i) and (ii) are unavailable,
Original Value may be determined from other sources reasonably acceptable to
the
Depositor.
Outstanding
Mortgage Loan:
With
respect to any Due Date, a Mortgage Loan which, prior to such Due Date, was
not
the subject of a Principal Prepayment in full, did not become a Liquidated
Mortgage Loan and was not purchased or replaced.
Outstanding
Principal Balance:
As of
the time of any determination, the principal balance of a Mortgage Loan
remaining to be paid by the Mortgagor, or, in the case of an REO Property,
the
principal balance of the related Mortgage Loan remaining to be paid by the
Mortgagor at the time such property was acquired by the Trust Fund less any
Net
Liquidation Proceeds with respect thereto to the extent applied to
principal.
Pass-Through
Rate:
As to
each Class of Certificates, the REMIC I Regular Interests and the REMIC II
Regular Interests, the rate of interest determined as provided with respect
thereto in Section 5.01(c). Any monthly calculation of interest at a stated
rate
shall be based upon annual interest at such rate divided by twelve.
Pass-Through
Transfer:
Any
transaction involving either (1) a sale or other transfer of mortgage loans
directly or indirectly to an issuing entity in connection with an issuance
of
publicly offered or privately placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated
or
unrated securities, the payments on which are determined primarily by reference
to one or more portfolios of residential mortgage loans.
Paying
Agent:
The
Securities Administrator or any successor paying agent appointed
hereunder.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) direct
obligations of, and obligations the timely payment of which are fully guaranteed
by the United States of America or any agency or instrumentality of the United
States of America the obligations of which are backed by the full faith and
credit of the United States of America;
(ii) (a)
demand or time deposits, federal funds or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States of America or any state thereof (including the Trustee, the
Securities Administrator or the Master Servicer or its Affiliates acting in
its
commercial banking capacity) and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial paper
and/or the short-term debt rating and/or the long-term unsecured debt
obligations of such depository institution or trust company at the time of
such
investment or contractual commitment providing for such investment have the
Applicable Credit Rating or better from each Rating Agency and (b) any other
demand or time deposit or certificate of deposit that is fully insured by the
Federal Deposit Insurance Corporation;
(iii) repurchase
obligations with respect to (a) any security described in clause (i) above
or
(b) any other security issued or guaranteed by an agency or instrumentality
of
the United States of America, the obligations of which are backed by the full
faith and credit of the United States of America, in either case entered into
with a depository institution or trust company (acting as principal) described
in clause (ii)(a) above where the Trustee, the Securities Administrator or
the
Master Servicer or its Affiliates hold the security therefor;
(iv) securities
bearing interest or sold at a discount issued by any corporation (including
the
Trustee, the Securities Administrator or the Master Servicer or its Affiliates)
incorporated under the laws of the United States of America or any state thereof
that have the Applicable Credit Rating or better from each Rating Agency at
the
time of such investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation will
not
be Permitted Investments to the extent that investments therein will cause
the
then outstanding principal amount of securities issued by such corporation
and
held as part of the Trust to exceed 10% of the aggregate Outstanding Principal
Balances of all the Mortgage Loans and Permitted Investments held as part of
the
Trust;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than one year after the date of issuance thereof) having the Applicable Credit
Rating or better from each Rating Agency at the time of such
investment;
(vi) a
Reinvestment Agreement issued by any bank, insurance company or other
corporation or entity;
(vii) any
other
demand, money market or time deposit, obligation, security or investment as
may
be acceptable to each Rating Agency as evidenced in writing by each Rating
Agency to the Trustee, the Securities Administrator or the Master Servicer
or
its Affiliates; and
(viii) any
money
market or common trust fund having the Applicable Credit Rating or better from
each Rating Agency rating such fund, including any such fund for which the
Trustee, the Securities Administrator or Master Servicer or any affiliate of
the
Trustee, the Securities Administrator or Master Servicer acts as a manager
or an
advisor; provided, however, that no instrument or security shall be a Permitted
Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such instrument
or
if such security provides for payment of both principal and interest with a
yield to maturity in excess of 120% of the yield to maturity at par or if such
instrument or security is purchased at a price greater than par.
Permitted
Transferee:
Any
Person other than a Disqualified Organization or an “electing large partnership”
(as defined by Section 775 of the Code).
Person:
Any
individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
Physical
Certificates:
The
Residual Certificates and the Non-Offered Certificates.
PO
Percentage:
With
respect to any Discount Mortgage Loan, a fraction expressed as a percentage,
(x)
the numerator of which is equal to 5.5000% minus the related Net Mortgage Rate,
and (y) the denominator of which is equal to 5.5000% per annum.
Prepayment
Charge:
With
respect to any Mortgage Loan, the charges or premiums, if any, due in connection
with a full or partial prepayment of such Mortgage Loan in accordance with
the
terms thereof.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, the aggregate shortfall, if any, in
collections of interest (adjusted to the related Net Mortgage Rates) on Mortgage
Loans resulting from (a) prepayments in full received during the related
Prepayment Period and (b) the partial prepayments received during the related
Prepayment Period to the extent applied prior to the Due Date in the month
of
the Distribution Date.
Prepayment
Period:
With
respect to any Distribution Date and the related Servicer, such period as is
provided in the related Servicing Agreement.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note holder in the event of
default by the obligor under such Mortgage Note or the related Security
Instrument, if any or any replacement policy therefor through the related
Interest Accrual Period for such Class relating to a Distribution
Date.
Principal
Prepayment:
Any
payment (whether partial or full) or other recovery of principal on a Mortgage
Loan which is received in advance of its scheduled Due Date to the extent that
it is not accompanied by an amount as to interest representing scheduled
interest due on any date or dates in any month or months subsequent to the
month
of prepayment, including Insurance Proceeds and Repurchase Proceeds, but
excluding the principal portion of Net Liquidation Proceeds received at the
time
a Mortgage Loan becomes a Liquidated Mortgage Loan.
Protected
Account:
An
account established and maintained for the benefit of Holders of the
Certificates by each Servicer with respect to the Mortgage Loans and with
respect to REO Property pursuant to the applicable Servicing
Agreement.
Purchase
Price:
With
respect to any Mortgage Loan (or any property acquired with respect thereto)
(x)
required to be repurchased by the Seller pursuant to the Mortgage Loan Purchase
Agreement or Article II of this Agreement or (y) that EMC has a right to
purchase pursuant to Section 3.21 hereof, an amount equal to the sum of (i)(a)
100% of the Outstanding Principal Balance of such Mortgage Loan as of the date
of repurchase (or if the related Mortgaged Property was acquired with respect
thereto, 100% of the Outstanding Principal Balance at the date of the
acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal
Balance at the related Mortgage Interest Rate, through and including the last
day of the month of repurchase, plus (c) any unreimbursed Monthly Advances
and
servicing advances payable to the related Servicer of the Mortgage Loan or
to
the Master Servicer and (ii) any costs and damages (if any) incurred by the
Trust in connection with any violation of such Mortgage Loan of any predatory
lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Qualified
Insurer:
Any
insurance company duly qualified as such under the laws of the state or states
in which the related Mortgaged Property or Mortgaged Properties is or are
located, duly authorized and licensed in such state or states to transact the
type of insurance business in which it is engaged and approved as an insurer
by
the Master Servicer, so long as the claims paying ability of which is acceptable
to the Rating Agencies for pass-through certificates having the same rating
as
the related Certificates rated by the Rating Agencies as of the Closing
Date.
Rating
Agencies:
With
respect to the Certificates, Fitch and S&P.
Realized
Loss:
Any (i)
Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding
Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid
interest thereon at the Mortgage Interest Rate through the last day of the
month
of such liquidation, less (y) the related Net Liquidation Proceeds with respect
to such Mortgage Loan and the related Mortgage Property. In addition, to the
extent the Paying Agent receives Subsequent Recoveries with respect to any
Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such recoveries are applied to reduce the
Current Principal Amount of any Class of Certificates on any Distribution
Date.
Record
Date:
With
respect to any Distribution Date and each Class of Certificates, other
than the Class II-A-2,
Class II-A-3, Class III-A-1 and Class III-A-2 Certificates,
the
close of business on the last Business Day of the month immediately preceding
the month of such Distribution Date. With respect to any Distribution Date
and
for
the
Class II-A-2,
Class II-A-3, Class III-A-1 and Class III-A-2 Certificates,
the
Business Day preceding such Distribution Date so long as such Certificates
remain in book-entry form; and otherwise, the last Business Day of the month
preceding the month in which such Distribution Date occurs.
Regular
Certificates:
Any of
the Certificates other than the Residual Certificates.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Regulation
S:
Regulation S promulgated under the Securities Act.
Regulation
S Global Certificates:
The
Regulation S Temporary Global Certificates and the Regulation S Permanent Global
Certificates.
Regulation
S Permanent Global Certificates:
As
defined in Section 5.09 (b) hereof.
Regulation
S Temporary Global Certificates:
As
defined in Section 5.09(c) hereof.
Relief
Act:
The
Servicemembers Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, as amended, or similar state law.
Relief
Act Mortgage Loan:
Any
Mortgage Loan as to which the Scheduled Payment thereof has been reduced due
to
the application of the Relief Act.
REMIC:
A real
estate mortgage investment conduit, as defined in the Code.
REMIC
I:
That
group of assets contained in the Trust Fund designated as a REMIC consisting
of
(i) the Mortgage Loans, (ii) the Distribution Account, (iii) any REO Property
relating to the Mortgage Loans, (iv) the rights with respect to the related
Servicing Agreement, (v) the rights with respect to the Assignment Agreement
and
(vi) any proceeds of the foregoing.
REMIC
I Interests:
The
REMIC I Regular Interests and the Class R-1 Certificates.
REMIC
I Regular Interests:
REMIC I
Regular Interests 1-Sub, 2-Sub, 3-Sub, PO, 1-ZZZ, 2-ZZZ, 3-ZZZ, X and
R-2/R-3.
REMIC
I Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each of the REMIC I Regular
Interests ending with the designation “Sub,”
equal to the
ratio among, with respect to each such REMIC I Regular Interest, the excess
of
(x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the
related Subgroup (other than the PO Percentage of the Scheduled Principal
Balance of any such Mortgage Loans) over (y) the aggregate Current Principal
Amount of the Senior Certificates (other than the Class PO Certificates) in
the
related Subgroup.
REMIC
II:
That
group of assets contained in the Trust Fund designated as a REMIC consisting
of
the REMIC I Regular Interests.
REMIC
II Interests:
The
REMIC II Regular Interests and the Class R-2 Certificates.
REMIC
III:
That
group of assets contained in the Trust Fund designated as a REMIC consisting
of
the REMIC II Regular Interests.
REMIC
Opinion:
An
Opinion of Independent Counsel to the effect that the proposed action described
therein would not, under the REMIC Provisions, (i) cause any REMIC to fail
to
qualify as a REMIC while any regular interest in such REMIC is outstanding,
(ii)
result in a tax on prohibited transactions with respect to any REMIC or (iii)
constitute a taxable contribution to any REMIC after the Startup
Day.
REMIC
Provisions:
The
provisions of the federal income tax law relating to REMICs, which appear at
Sections 860A through 860G of the Code, and related provisions and regulations
promulgated thereunder, as the foregoing may be in effect from time to
time.
REO
Property:
A
Mortgaged Property acquired in the name of the Trustee, for the benefit of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection
with a defaulted Mortgage Loan.
Reportable
Event:
As
defined in Section 3.18.
Repurchase
Proceeds:
The
Purchase Price in connection with any repurchase of a Mortgage Loan by the
Seller and any cash deposit in connection with the substitution of a Mortgage
Loan.
Request
for Release:
A
request for release in the form attached hereto as Exhibit D.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy which is required to be
maintained from time to time under this Agreement with respect to such Mortgage
Loan.
Residual
Certificates:
Any of
the Class R-1, Class R-2 and Class R-3 Certificates.
Responsible
Officer:
Any
officer assigned to the Corporate Trust Office (or any successor thereto),
including any Vice President, Assistant Vice President, Trust Officer, any
Assistant Secretary, any trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration
of
this Agreement, and any other officer of the Trustee to whom a matter arising
hereunder may be referred.
Rule
144A Certificate:
The
certificate to be furnished by each purchaser of a Non-Offered Certificate
(which is also a Physical Certificate) which is a Qualified Institutional Buyer
as defined under Rule 144A promulgated under the Securities Act, substantially
in the form set forth as Exhibit F-2 hereto.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and its
successors in interest.
Scheduled
Payment:
With
respect to any Mortgage Loan and any month, the scheduled payment or payments
of
principal and interest due during such month on such Mortgage Loan which either
is payable by a Mortgagor in such month under the related Mortgage Note or,
in
the case of REO Property, would otherwise have been payable under the related
Mortgage Note.
Scheduled
Principal:
The
principal portion of any Scheduled Payment.
Scheduled
Principal Balance:
With
respect to any Mortgage Loan on any Distribution Date, (i) the unpaid principal
balance of such Mortgage Loan as of the close of business on the related Due
Date (i.e., taking account of the principal payment to be made on such Due
Date
and irrespective of any delinquency in its payment), as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy or similar proceeding
occurring after the Cut-off Date (other than a Deficient Valuation) or any
moratorium or similar waiver or grace period) and less (ii) any Principal
Prepayments (including the principal portion of Net Liquidation Proceeds)
received during or prior to the related Prepayment Period; provided that the
Scheduled Principal Balance of a Liquidated Mortgage Loan is zero.
Securities
Act:
The
Securities Act of 1933, as amended.
Securities
Administrator:
Xxxxx
Fargo Bank, N.A., or its successor in interest, or any successor securities
administrator appointed as herein provided.
Securities
Administrator Information:
As
defined in Section 3.18(c).
Securities
Legend:
“THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE ”SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE AND THE CERTIFICATE REGISTRAR OF
A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT
BY THE TRUSTEE AND THE CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE
TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR THAT SUCH REOFFER, RESALE, PLEDGE
OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE
ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN
OR
OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED [in the case of a Residual Certificate
or a Class
B-4,
Class B-5 and Class B-6 Certificate]
UNLESS
THE OPINION OF COUNSEL REQUIRED BY SECTION 5.07 OF THE POOLING AND SERVICING
AGREEMENT IS PROVIDED [in the case of a Class B-4, Class B-5 and Class B-6
Certificate] UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
EXEMPTION (“PTE”)
84-14, XXX
00-00, XXX 00-0, XXX 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY
ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE DEPOSITOR, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, ANY SERVICER OR THE TRUSTEE, WHICH WILL
BE
DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL
TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL ACCREDITED
INVESTOR”.
Security
Agreement:
With
respect to a Cooperative Loan, the agreement creating a security interest in
favor of the originator in the related Cooperative Stock.
Security
Instrument:
A
written instrument creating a valid first lien on a Mortgaged Property securing
a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
deed to secure debt or security deed, including any riders or addenda
thereto.
Seller:
EMC
Mortgage Corporation, in its capacity as seller of the Mortgage Loans to the
Depositor.
Senior
Certificates:
The
Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class
II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class III-A-1,
Class III-A-2, Class R-1, Class R-2, Class R-3, Class X and Class PO
Certificates.
Servicer:
Any of
Chevy Chase, EMC, National City, Wachovia and Xxxxx Fargo.
Servicer
Remittance Date:
With
respect to each Mortgage Loan, the date set forth in the related Servicing
Agreement.
Servicing
Agreements:
The
Chevy Chase Servicing Agreement, EMC Servicing Agreement, National City
Servicing Agreement, Wachovia Servicing Agreement and Xxxxx Fargo Servicing
Agreement.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time, or those Servicing Criteria otherwise mutually agreed
to by EMC, the Master Servicer, the Trustee and the applicable Servicer in
response to evolving interpretations of Regulation AB and incorporated into
a
revised Exhibit L.
Servicing
Fee:
As to
any Mortgage Loan and Distribution Date, an amount equal to the product of
(i)
the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in
the
month preceding the month in which such Distribution Date occurs and (ii)
1/12th
of the
Servicing Fee Rate.
Servicing
Fee Rate:
0.25%
per annum.
Servicing
Officer:
Any
officer of the related Servicer or Master Servicer involved in or responsible
for the administration and servicing or master servicing, as applicable, of
the
Mortgage Loans as to which officer evidence, reasonably acceptable to the
Trustee, of due authorization of such officer, by such Servicer or Master
Servicer has been furnished from time to time to the Trustee.
Shift
Percentage:
On any
Distribution Date occurring during the periods set forth below will be as
follows:
|
Period
(dates inclusive)
|
Shift
Percentage
|
|
June
25, 2006 - May 25, 2011
|
0%
|
|
June
25, 2011 - May 25, 2012
|
30%
|
|
June
25, 2012 - May 25, 2013
|
40%
|
|
June
25, 2013 - May 25, 2014
|
60%
|
|
June
25, 2014 - May 25, 2015
|
80%
|
|
June
25, 2015 and thereafter
|
100%
|
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
May 31,
2006.
Subgroup:
Any of
Subgroup I, Subgroup II and Subgroup III.
Subgroup
I:
All of
the Mortgage Loans with a Net Mortgage Rate of less than 5.5000% per annum
plus
the Subgroup I Fraction of the principal balance of any Mortgage Loan with
a Net
Mortgage Rate of greater than or equal to 5.5000% per annum and less than
6.2500% per annum.
Subgroup
I Certificates:
The
Class I-A-1, Class R-1, Class R-2, Class R-3 and Class PO
Certificates.
Subgroup
I Fraction:
With
respect to any Mortgage Loan with a Net Mortgage Rate of greater than or equal
to 5.5000% per annum and less than 6.2500% per annum, a fraction, (x) the
numerator of which is equal to 6.2500% minus the Net Mortgage Rate of such
Mortgage Loan, and (y) the denominator of which is equal to
0.7500%.
Subgroup
I Principal Distribution Amount:
The
Subgroup Principal Distribution Amount with respect to Subgroup I.
Subgroup
II:
The
Subgroup II-A Fraction of the principal balance of any Mortgage Loan with a
Net
Mortgage Rate of greater than or equal to 5.5000% per annum and less than
6.2500% per annum and the Subgroup II-B Fraction of the principal balance of
any
Mortgage Loan with a Net Mortgage Rate greater than or equal to 6.2500% per
annum and less than 7.5000% per annum.
Subgroup
II Certificates:
The
Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class
II-A-6, Class II-A-7, Class II-A-8 and Class II-A-9 Certificates.
Subgroup
II-A Fraction:
With
respect to any Mortgage Loan with a Net Mortgage Rate of greater than or equal
to 5.5000% per annum and less than 6.2500% per annum, a fraction, (x) the
numerator of which is equal to the Net Mortgage Rate of such Mortgage Loan
minus
5.5000%, and (y) the denominator of which is equal to 0.750%.
Subgroup
II-B Fraction:
With
respect to any Mortgage Loan with a Net Mortgage Rate of greater than or equal
to 6.2500% per annum and less than 7.5000% per annum, a fraction, (x) the
numerator of which is equal to 7.5000% minus the Net Mortgage Rate of such
Mortgage Loan, and (y) the denominator of which is equal to 1.250%.
Subgroup
II Principal Distribution Amount:
The
Subgroup Principal Distribution Amount with respect to Subgroup II.
Subgroup
III: All
of
the Mortgage Loans with a Net Mortgage Rate of greater than 7.5000% per annum,
plus the Subgroup III Fraction of the principal balance of any Mortgage Loan
with a Net Mortgage Rate of greater than or equal to 6.2500% per annum and
less
than 7.5000% per annum.
Subgroup
III Certificates:
The Class
III-A-1, Class III-A-2 and Class X Certificates.
Subgroup
III Fraction:
With
respect to any Mortgage Loan with a Net Mortgage Rate of greater than or equal
to 6.2500% per annum and less than 7.5000% per annum, a fraction, (x) the
numerator of which is equal to the Net Mortgage Rate of such Mortgage Loans
minus 6.2500%, and (y) the denominator of which is equal to
1.2500%.
Subgroup
III Principal Distribution Amount:
The
Subgroup Principal Distribution Amount with respect to Subgroup
III.
Subgroup
Principal Distribution Amount:
With
respect to each of Subgroup I, Subgroup II and Subgroup III Certificates and
each Distribution Date will be an amount equal to the sum of the following
(but
in no event greater than the aggregate Current Principal Amounts of each of
the
Subgroup I, Subgroup II and Subgroup III Certificates, as applicable,
immediately prior to such Distribution Date):
(1) the
applicable Subgroup Senior Percentage of the Non-PO Percentage of the principal
portion of all Scheduled Payments due on the Mortgage Loans in the related
Subgroup on the related Due Date, as specified in the amortization schedule
at
the time applicable thereto (after adjustment for previous Principal Prepayments
but before any adjustments to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period);
(2) the
applicable Subgroup Senior Prepayment Percentage of the Non-PO Percentage of
the
Scheduled Principal Balance of each Mortgage Loan in the related Subgroup which
was the subject of a Principal Prepayment in full received by the Servicers
during the applicable Prepayment Period;
(3) the
applicable Subgroup Senior Prepayment Percentage of the Non-PO Percentage of
all
Principal Prepayments in part received by the Servicers during the applicable
Prepayment Period with respect to each Mortgage Loan in the related
Subgroup;
(4) the
lesser of (a) the applicable Subgroup Senior Prepayment Percentage of the Non-PO
Percentage of the sum of (i) all Net Liquidation Proceeds allocable to principal
received in respect of each Mortgage Loan in the related Subgroup which became
a
Liquidated Mortgage Loan during the related Prepayment Period (other than
Mortgage Loans described in the immediately following clause (ii)) and all
Subsequent Recoveries received in respect of each Liquidated Mortgage Loan
in
the related Subgroup during the related Due Period and (ii) the Scheduled
Principal Balance of each such Mortgage Loan in the related Subgroup purchased
by an insurer from the Trustee during the related Prepayment Period pursuant
to
the related Primary Mortgage Insurance Policy, if any, or otherwise; and (b)
the
applicable Subgroup Senior Percentage of the Non-PO Percentage of the sum of
(i)
the Scheduled Principal Balance of each Mortgage Loan in the related Subgroup
which became a Liquidated Mortgage Loan during the related Prepayment Period
(other than the Mortgage Loans described in the immediately following clause
(ii)) and all Subsequent Recoveries received in respect of each Liquidated
Mortgage Loan in the related Subgroup during the related Due Period and (ii)
the
Scheduled Principal Balance of each such Mortgage Loan in the related Subgroup
that was purchased by an insurer from the Trustee during the related Prepayment
Period pursuant to the related Primary Mortgage Insurance Policy, if any or
otherwise; and
(5) the
applicable Subgroup Senior Prepayment Percentage of the Non-PO Percentage of
the
sum of (a) the Scheduled Principal Balance of each Mortgage Loan in the related
Subgroup which was repurchased by the Issuing Entity in connection with such
Distribution Date and (b) the excess, if any, of the Scheduled Principal Balance
of each Mortgage Loan in the related Subgroup that has been replaced by the
Issuing Entity with a substitute Mortgage Loan pursuant to the Mortgage Loan
Purchase Agreement in connection with such Distribution Date over the Scheduled
Principal Balance of each such substitute Mortgage Loan.
Subgroup
Senior Percentage:
With
respect to each Subgroup, the lesser of (a) 100% and (b) the percentage (carried
to six places rounded up) obtained by dividing the Current Principal Amount
of
the Senior Certificates of such Subgroup (other than any Class PO Certificates),
immediately prior to such Distribution Date, by the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Subgroup (other than
the
PO Percentage thereof with respect to the related Discount Mortgage Loans)
as of
the beginning of the related Due Period. The initial Subgroup Senior Percentage
for the Senior Certificates will be 94.50%.
Subgroup
Senior Prepayment Percentage:
The
Subgroup Senior Prepayment Percentage for the Subgroup I, Subgroup II and
Subgroup III Certificates, on any Distribution Date occurring during the periods
set forth below will be as follows:
|
Period
(dates inclusive)
|
Subgroup
Senior Prepayment Percentage
|
|
June
25, 2006 - May 25, 2011
|
100%
|
|
June
25, 2011 - May 25, 2012
|
Subgroup
Senior Percentage for the related Subgroup Certificates plus 70%
of the
related Subordinate Percentage
|
|
June
25, 2012 - May 25, 2013
|
Subgroup
Senior Percentage for the related Subgroup Certificates plus 60%
of the
related Subordinate Percentage
|
|
June
25, 2013 - May 25, 2014
|
Subgroup
Senior Percentage for the related Subgroup Certificates plus 40%
of the
related Subordinate Percentage
|
|
June
25, 2014 - May 25, 2015
|
Subgroup
Senior Percentage for the related Subgroup Certificates plus 20%
of the
related Subordinate Percentage
|
|
June
25, 2015 and thereafter
|
Subgroup
Senior Percentage for the related Subgroup
Certificates
|
Any
scheduled reduction to the Subgroup Senior Prepayment Percentage for the
Subgroup I, Subgroup II and Subgroup III Certificates shall not be made as
of
any Distribution Date unless, as of the last day of the month preceding such
Distribution Date (1) the aggregate Scheduled Principal Balance of the Mortgage
Loans delinquent 60 days or more (including for this purpose any such Mortgage
Loans in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust) averaged over the last six
months, as a percentage of the aggregate Current Principal Amount of the
Subordinate Certificates does not exceed 50% and (2) cumulative Realized Losses
on the Mortgage Loans do not exceed (a) 30% of the aggregate Current Principal
Amount of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including June 2011 and May 2012, (b) 35% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including June 2012 and May 2013, (c) 40% of the Original Subordinate Principal
Balance if such Distribution Date occurs between and including June 2013 and
May
2014, (d) 45% of the Original Subordinate Principal Balance if such Distribution
Date occurs between and including June 2014 and May 2015, and (e) 50% of the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after June 2015.
Notwithstanding
the foregoing, if on any Distribution Date, the percentage for Subgroup I,
Subgroup II and Subgroup III, the numerator of which is the aggregate Current
Principal Amount of the Senior Certificates of such Subgroup immediately
preceding such Distribution Date, and the denominator of which is the Scheduled
Principal Balance of the Mortgage Loans in such Subgroup (other than the PO
Percentage thereof with respect to the Discount Mortgage Loans) as of the
beginning of the related Due Period, exceeds such percentage as of the Cut-off
Date, then the Subgroup Senior Prepayment Percentage with respect to the Senior
Certificates of each Subgroup for such Distribution Date will equal
100%.
Subordinate
Certificates:
The
Offered Subordinate Certificates and Non-Offered Certificates.
Subordinate
Certificate Writedown Amount:
With
respect to the Subordinate Certificates, the amount by which (x) the sum of
the
Current Principal Amounts of the Certificates (after giving effect to the
distribution of principal and the allocation of Realized Losses in reduction
of
the Current Principal Amounts of the Certificates on such Distribution Date)
exceeds (y) the Scheduled Principal Balances of the Mortgage Loans on the Due
Date related to such Distribution Date.
Subordinate
Optimal Principal Amount:
With
respect to the Subordinate Certificates and each Distribution Date, an amount
equal to the sum of the following from each Subgroup (but in no event greater
than the aggregate Current Principal Amount of the Subordinate Certificates
immediately prior to such Distribution Date):
(i) the
Subordinate Percentage of the Non-PO Percentage of the principal portion of
all
Monthly Payments due on each Mortgage Loan in the related Subgroup on the
related Due Date, as specified in the amortization schedule at the time
applicable thereto (after adjustment for previous principal prepayments but
before any adjustment to such amortization schedule by reason of any bankruptcy
or similar proceeding or any moratorium or similar waiver or grace
period);
(ii) the
Subordinate Prepayment Percentage of the Non-PO Percentage of the Scheduled
Principal Balance of each Mortgage Loan in the related Subgroup which was the
subject of a prepayment in full received by the Servicers during the applicable
Prepayment Period;
(iii) the
Subordinate Prepayment Percentage of the Non-PO Percentage of all partial
prepayments of principal received during the applicable Prepayment Period for
each Mortgage Loan in the related Subgroup;
(iv) the
excess, if any, of (a) the Net Liquidation Proceeds allocable to principal
received during the related Prepayment Period in respect of each Liquidated
Mortgage Loan in the related Subgroup over (b) the sum of the amounts
distributable to the holders of the Senior Certificates pursuant to clause
(4)
of the definition of “Subgroup Principal Distribution Amount” and “Class PO
Certificate Principal Distribution Amount” on such Distribution
Date;
(v) the
Subordinate Prepayment Percentage of the Non-PO Percentage of the sum of (a)
the
Scheduled Principal Balance of each Mortgage Loan in the related Subgroup which
was repurchased by the Seller in connection with such Distribution Date and
(b)
the difference, if any, between the Scheduled Principal Balance of a Mortgage
Loan in the related Subgroup that has been replaced by the Seller with a
substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in
connection with such Distribution Date and the Scheduled Principal Balance
of
such substitute Mortgage Loan; and
(vi) on
the
Distribution Date on which the Current Principal Amounts of the Senior
Certificates (other than the Class X, Class II-A-3, Class III-A-2 and Class
PO
Certificates) have all been reduced to zero, 100% of any Subgroup Principal
Distribution Amount.
Subordinate
Percentage:
As of
any Distribution Date and with respect to any Subgroup, 100% minus the related
Subgroup Senior Percentage for the Senior Certificates related to such Subgroup.
The initial Subordinate Percentage for each Subgroup will be equal to
5.50%.
Subordinate
Prepayment Percentage:
As of
any Distribution Date and with respect to any Subgroup, 100% minus the related
Subgroup Senior Prepayment Percentage for such Subgroup, except that on any
Distribution Date after the Current Principal Amount of each Class of Senior
Certificates have each been reduced to zero, the Subordinate Prepayment
Percentage for the Subordinate Certificates with respect to such Subgroup will
equal 100%.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the related Servicer during the
related Due Period or surplus amounts held by the related Servicer to cover
estimated expenses (including, but not limited to, recoveries in respect of
the
representations and warranties made by the Seller pursuant to the Mortgage
Loan
Purchase Agreement) specifically related to a Liquidated Mortgage Loan or
disposition of an REO Property prior to the related Prepayment Period that
resulted in a Realized Loss, after the liquidation or disposition of such
Mortgage Loan.
Substitute
Mortgage Loan:
A
mortgage loan tendered to the Trustee pursuant to the related Servicing
Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, in each case, (i) which has an Outstanding Principal
Balance not greater nor materially less than the Mortgage Loan for which it
is
to be substituted; (ii) which has a Mortgage Interest Rate and Net Mortgage
Rate
not less than, and not materially greater than, such Mortgage Loan; (iii) which
has a maturity date not materially earlier or later than such Mortgage Loan
and
not later than the latest maturity date of any Mortgage Loan; (iv) which is
of
the same property type and occupancy type as such Mortgage Loan; (v) which
has a
Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage
Loan; (vi) which is current in payment of principal and interest as of the
date
of substitution; and (vii) as to which the payment terms do not vary in any
material respect from the payment terms of the Mortgage Loan for which it is
to
be substituted.
Targeted
Principal Amount:
With
respect to the Class II-A-7 Certificates and any Distribution Date, the amount
set forth in Exhibit O attached hereto opposite that Distribution Date.
Tax
Administration and Tax Matters Person:
The
Securities Administrator or any successor thereto or assignee thereof shall
serve as tax administrator hereunder and as agent for the Tax Matters Person.
The Holder of each Class of Residual Certificates shall be the Tax Matters
Person for the related REMIC, as more particularly set forth in Section 9.12
hereof.
Termination
Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
Trust
Fund:
The
corpus of the trust created by this Agreement, consisting of the Mortgage Loans
and the other assets described in Section 2.01(a).
Trustee:
U.S.
Bank National Association or its successor in interest, or any successor trustee
appointed as herein provided.
Uncertificated
Notional Amount:
With
respect to REMIC I Regular Interest X, the aggregate Scheduled Principal Balance
of the Mortgage Loans with Net Mortgage Rates greater than 7.500% per annum.
With respect to REMIC II Regular Interest X, an amount equal to the
Uncertificated Notional Amount for REMIC I Regular Interest X.
Uncertificated
Principal Balance:
With
respect to any REMIC I Regular Interest or REMIC II Regular Interest as of
any
Distribution Date, the initial principal amount of such regular interest as
set
forth in Sections 5.01(c)(i) and (c)(ii), reduced by (i) all amounts distributed
on previous Distribution Dates on such regular interest with respect to
principal and (ii) the principal portion of all Realized Losses allocated prior
to such Distribution Date to such regular interest, taking account of the Loss
Allocation Limit.
Uninsured
Cause:
Any
cause of damage to a Mortgaged Property or related REO Property such that the
complete restoration of such Mortgaged Property or related REO Property is
not
fully reimbursable by the hazard insurance policies required to be maintained
pursuant the related Servicing Agreement, without regard to whether or not
such
policy is maintained.
United
States Person:
A
citizen or resident of the United States, a corporation or partnership
(including an entity treated as a corporation or partnership for federal income
tax purposes) created or organized in, or under the laws of, the United States
or any state thereof or the District of Columbia (except, in the case of a
partnership, to the extent provided in Treasury regulations), provided that,
for
purposes solely of the Residual Certificates, no partnership or other entity
treated as a partnership for United States federal income tax purposes shall
be
treated as a United States Person unless all Persons that own an interest in
such partnership either directly or through any entity that is not a corporation
for United States federal income tax purposes are United States Persons, or
an
estate whose income is subject to United States federal income tax regardless
of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more such
United States Persons have the authority to control all substantial decisions
of
the trust. To the extent prescribed in regulations by the Secretary of the
Treasury, which have not yet been issued, a trust which was in existence on
August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code) and which was
treated as a United States Person on August 20, 1996 may elect to continue
to be
treated as a United States Person notwithstanding the previous
sentence.
Wachovia:
Wachovia Mortgage Corporation, or its successor in interest.
Wachovia
Servicing Agreement:
The
Purchase, Warranties and Servicing Agreement, dated as of July 1, 2005, between
the Seller and Wachovia, as amended by the Regulation AB Compliance Addendum
to
such Purchase, Warranties and Servicing Agreement, dated as of March 28, 2006,
attached hereto as Exhibit I-4, and as modified by the related Assignment
Agreement.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, N.A., or its successor in interest.
Xxxxx
Fargo Servicing Agreement:
The
Master Seller’s Warranties and Servicing Agreement, dated as of November 1,
2005, between the Seller and Xxxxx Fargo, attached hereto as Exhibit I-5, and
as
modified by the related Assignment Agreement.
Section
1.02 Calculation
of LIBOR.
LIBOR
applicable to the calculation of the Pass-Through Rate on the Adjustable Rate
Certificates for any Interest Accrual Period will be determined on each Interest
Determination Date. On each Interest Determination Date, LIBOR shall be
established by the Securities Administrator and, as to any Interest Accrual
Period, will equal the rate for one month United States dollar deposits that
appears on the Telerate Screen Page 3750 as of 11:00 a.m., London” time, on such
Interest Determination Date. “Telerate
Screen
Page 3750”
means the display designated as page 3750 on the Telerate Service (or such
other
page as may replace page 3750 on that service for the purpose of displaying
London interbank offered rates of major banks). 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, LIBOR shall be so established by use of
such
other service for displaying LIBOR or comparable rates as may be reasonably
selected by the Securities Administrator), the rate will be the Reference Bank
Rate. The “Reference Bank Rate” will be determined on the basis of the rates at
which deposits in U.S. Dollars are offered by the reference banks (which shall
be any three major banks that are engaged in transactions in the London
interbank market, selected by the Securities Administrator) as of 11:00 a.m.,
London time, on the Interest Determination Date to prime banks in the London
interbank market for a period of one month in amounts approximately equal to
the
aggregate Current Principal Amount of the Adjustable Rate Certificates then
outstanding. The Securities Administrator will request the principal London
office of each of the reference banks to provide a quotation of its rate. If
at
least two such quotations are provided, the rate will be the arithmetic mean
of
the quotations rounded up to the nearest whole multiple of 0.03125%. If on
such
date fewer than two quotations are provided as requested, the rate will be
the
arithmetic mean of the rates quoted by one or more major banks in New York
City,
selected by the Securities Administrator, as of 11:00 a.m., New York City time,
on such date for loans in U.S. Dollars to leading European banks for a period
of
one month in amounts approximately equal to the aggregate Current Principal
Amount of the Adjustable Rate Certificates then outstanding. If no such
quotations can be obtained, the rate will be LIBOR for the prior Distribution
Date; provided
however,
if,
under the priorities described above, LIBOR for a Distribution Date would be
based on LIBOR for the previous Distribution Date for the third consecutive
Distribution Date, the Securities Administrator shall select an alternative
comparable index (over which the Securities Administrator e has no control),
used for determining one-month Eurodollar lending rates that is calculated
and
published (or otherwise made available) by an independent party. The
establishment of LIBOR by the Securities Administrator on any Interest
Determination Date and the Securities Administrator’s subsequent calculation of
the Pass-Through Rate applicable to the Adjustable Rate Certificates for the
relevant Interest Accrual Period, in the absence of manifest error, will be
final and binding. Promptly following each Interest Determination Date the
Securities Administrator shall supply the Master Servicer with the results
of
its determination of LIBOR on such date.
ARTICLE
II
Conveyance
of Mortgage Loans;
Original
Issuance of Certificates
Section
2.01 Conveyance
of Mortgage Loans to Trustee.
(a) The
Depositor concurrently with the execution and delivery of this Agreement, sells,
transfers and assigns to the Trust without recourse all its right, title and
interest in and to (i) the Mortgage Loans identified in the Mortgage Loan
Schedule, including all interest and principal due with respect to the Mortgage
Loans after the Cut-off Date, but excluding any payments of principal and
interest due on or prior to the Cut-off Date; (ii) such assets as shall from
time to time be credited or are required by the terms of this Agreement to
be
credited to the Distribution Account, (iii) such assets relating to the Mortgage
Loans as from time to time may be held by the Servicers in the Protected Account
and the Paying Agent in the Distribution Account, (iv) any REO Property, (v)
the
Required Insurance Policies and any amounts paid or payable by the insurer
under
any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi)
the
Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a),
(vii) the rights with respect to the Servicing Agreements as assigned to the
Trustee on behalf of the Certificateholders by the Assignment Agreement and
(viii) all proceeds of the foregoing. Although it is the intent of the parties
to this Agreement that the conveyance of the Depositor’s right, title and
interest in and to the Mortgage Loans and other assets in the Trust Fund
pursuant to this Agreement shall constitute a purchase and sale and not a loan,
in the event that such conveyance is deemed to be a loan, it is the intent
of
the parties to this Agreement that the Depositor shall be deemed to have granted
to the Trustee a first priority perfected security interest in all of the
Depositor’s right, title and interest in, to and under the Mortgage Loans and
other assets in the Trust Fund, and that this Agreement shall constitute a
security agreement under applicable law. Moreover, if for any other reason
this
Agreement is held or deemed to create a security interest in the Mortgage Loans
and the other assets constituting the Trust Fund, then it is intended as
follows: (a) this Agreement shall also be deemed to be a security agreement
within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b)
the
conveyance provided for in this Section shall be deemed to be a grant by the
Depositor to the Trustee of a security interest in all of the Depositor’s right,
title and interest in and to the Mortgage Loans and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from
time
to time held or invested in the Distribution Account, whether in the form of
cash, instruments, securities or other property; (c) the possession by the
Trustee or its agent of the Mortgage Loans and such other items of property
as
constitute instruments, money, negotiable documents or chattel paper shall
be
deemed to be “possession by the secured party” for purposes of perfecting the
security interest pursuant to Section 9-305 of the Uniform Commercial Code;
(d)
the Securities Administrator shall be deemed to be the “securities
intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the New
York Uniform Commercial Code, that in the ordinary course of its business
maintains “securities accounts” for others, as such term is used in Section
8-501 of the New York Uniform Commercial Code; (e) the “securities
intermediary’s jurisdiction” as defined in the New York Uniform Commercial Code
shall be the State of New York; (f) the Securities Administrator is not a
“clearing corporation”, as such term is defined in Section 8-102(a)(5) of the
New York Uniform Commercial Code and (g) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed to be notifications to or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as
applicable) of the Trustee for the purpose of perfecting such security interest
under applicable law. The Depositor, the Seller and the Trustee agree that
it is
not intended that any mortgage loan be conveyed to the Trust that is either
(i)
a “High-Cost Home Loan” as defined
in the
New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost
Home Loan“ as defined in the New Mexico Home Loan Protection Act effective
January 1, 2004 (iii) a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
or
(iv) a “High-Cost Home Loan” as defined by the Indiana High Cost Home Loan Law
effective Jan 1, 2005.
(b) In
connection with the above transfer and assignment, the Depositor hereby delivers
to the Custodian, as agent for the Trustee, with respect to each Mortgage Loan
(other than a Cooperative Loan):
(i) the
original Mortgage Note, endorsed without recourse (a) to the order of the
Trustee or (b) in the case of a Mortgage Loan registered on the MERS system,
endorsed in blank, in either case showing an unbroken chain of endorsements
from
the originator thereof to the Person endorsing it to the Trustee, or lost note
affidavit together with a copy of the related Mortgage Note;
(ii) the
original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM
Loan, which shall have been recorded (or if the original is not available,
a
copy), with evidence of such recording indicated thereon (or if clause (w)
in
the proviso below applies, shall be in recordable form);
(iii) unless
the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which
may
be in the form of a blanket assignment if permitted in the jurisdiction in
which
the Mortgaged Property is located) to “U.S. Bank National Association, as
Trustee“, with evidence of recording with respect to each Mortgage Loan in the
name of the Trustee thereon (or if clause (w) in the proviso below applies
or
for Mortgage Loans with respect to which the related Mortgaged Property is
located in a state other than Maryland or an Opinion of Counsel has been
provided as set forth in this Section 2.01(b), shall be in recordable
form);
(iv) all
intervening assignments of the Security Instrument, if applicable and only
to
the extent available to the Depositor with evidence of recording
thereon;
(v) the
original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any;
(vi) the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance; and
(vii) originals
of all modification agreements, if applicable and available.
and
(II)
with respect to each Cooperative Loan so assigned:
(i) The
original Mortgage Note, endorsed without recourse to the order of the Trustee
and showing an unbroken chain of endorsements from the originator thereof to
the
Person endorsing it to the Trustee, or lost note affidavit, together with a
copy
of the related Mortgage Note;
(ii) A
counterpart of the Cooperative Lease and the Assignment of Proprietary Lease
to
the originator of the Cooperative Loan with intervening assignments showing
an
unbroken chain of title from such originator to the Trustee;
(iii) The
related Cooperative Stock Certificate, representing the related Cooperative
Stock pledged with respect to such Cooperative Loan, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The
original recognition agreement by the Cooperative of the interests of the
mortgagee with respect to the related Cooperative Loan and any transfer
documents related to the recognition agreement;
(v) The
Security Agreement;
(vi) Copies
of
the original UCC-1 financing statement, and any continuation statements, filed
by the originator of such Cooperative Loan as secured party, each with evidence
of recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(vii) Copies
of
the filed UCC-3 assignments of the security interest referenced in clause (vi)
above showing an unbroken chain of title from the originator to the Trustee,
each with evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of Proprietary
Lease;
(viii) An
executed assignment of the interest of the originator in the Security Agreement
and Assignment of Proprietary Lease, showing an unbroken chain of title from
the
originator to the Trustee; and
(ix) The
original of each modification, assumption agreement or preferred loan agreement,
if any, relating to such Cooperative Loan; provided,
however,
that in
lieu of the foregoing, the Depositor may deliver to the Custodian, as agent
of
the Trustee, the following documents, under the circumstances set forth below:
(w) in lieu of the original Security Instrument, assignments to the Trustee
or
intervening assignments thereof which have been delivered, are being delivered
or will, upon receipt of recording information relating to the Security
Instrument required to be included thereon, be delivered to recording offices
for recording and have not been returned to the Depositor in time to permit
their delivery as specified above, the Depositor may deliver a true copy thereof
with a certification by the Depositor, on the face of such copy, substantially
as follows: “Certified to be a true and correct copy of the original, which has
been transmitted for recording”; (x) in lieu of the Security Instrument,
assignment to the Trustee or intervening assignments thereof, if the applicable
jurisdiction retains the originals of such documents (as evidenced by a
certification from the Depositor to such effect) the Depositor may deliver
photocopies of such documents containing an original certification by the
judicial or other governmental authority of the jurisdiction where such
documents were recorded; (y) in lieu of the Mortgage Notes relating to the
Mortgage Loans identified on Exhibit 5 to the Mortgage Loan Purchase Agreement,
the Depositor may deliver lost note affidavits from the Seller; and (z) the
Depositor shall not be required to deliver intervening assignments or Mortgage
Note endorsements between the related underlying originator or underlying Seller
and the Seller, between the Seller and the Depositor, and between the Depositor
and the Trustee; and provided, further, however, that in the case of Mortgage
Loans which have been prepaid in full after the Cut-off Date and prior to the
Closing Date, the Depositor, in lieu of delivering the above documents, may
deliver to the Trustee or the Custodian, as its agent, a certification to such
effect and shall deposit all amounts paid in respect of such Mortgage Loans
in
the Distribution Account on the Closing Date. The Depositor shall deliver such
original documents (including any original documents as to which certified
copies had previously been delivered) to the Trustee or the Custodian, as its
agent, promptly after they are received. The Depositor shall cause the Seller,
at its expense, to cause each assignment of the Security Instrument to the
Trustee to be recorded not later than 180 days after the Closing Date, unless
(a) such recordation is not required by the Rating Agencies or an Opinion of
Counsel addressed to the Trustee has been provided to the Trustee (with a copy
to the Custodian) which states that recordation of such Security Instrument
is
not required to protect the interests of the Certificateholders in the related
Mortgage Loans or (b) MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record solely as nominee
for the Seller and its successor and assigns; provided, however, notwithstanding
the foregoing, each assignment shall be submitted for recording by the Seller
in
the manner described above, at no expense to the Trust or the Trustee or the
Custodian, as its agent, upon the earliest to occur of: (i) reasonable direction
by the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 25% of the Trust Fund, (ii) the occurrence of an
Event
of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Seller and (iv) the occurrence of a servicing transfer as
described in Section 8.02 hereof. Notwithstanding the foregoing, if the Seller
fails to pay the cost of recording the assignments, such expense will be paid
by
the Trustee and the Trustee shall be reimbursed for such expenses by the Trust
in accordance with Section 9.05.
Section
2.02 Acceptance
of Mortgage Loans and Underlying Certificates by Trustee.
(a) The
Trustee acknowledges the sale, transfer and assignment of the Trust Fund to
it
by the Depositor and receipt of, subject to further review and the exceptions
which may be noted pursuant to the procedures described below, and declares
that
it holds, the documents (or certified copies thereof) delivered to the
Custodian, as its agent, pursuant to Section 2.01(b), and declares that it
will
continue to hold those documents and any amendments, replacements or supplements
thereto and all other assets of the Trust Fund delivered to it as Trustee in
trust for the use and benefit of all present and future Holders of the related
Certificates. On the Closing Date, the Custodian, with respect to the Mortgage
Loans, shall acknowledge with respect to each Mortgage Loan by delivery to
the
Depositor and the Trustee of an Initial Certification receipt of the Mortgage
File, but without review of such Mortgage File, except to the extent necessary
to confirm that such Mortgage File contains the related Mortgage Note or lost
note affidavit. No later than 90 days after the Closing Date (or, with respect
to any Substitute Mortgage Loan, within five Business Days after the receipt
by
the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the
related Certificateholders, to review or cause to be reviewed by the Custodian
on its behalf (under the Custodial Agreement), each Mortgage File delivered
to
it and to execute and deliver, or cause to be executed and delivered, to the
Depositor and the Trustee an Interim Certification. In conducting such review,
the Trustee or Custodian will ascertain whether all required documents have
been
executed and received, and based on the Mortgage Loan Schedule, whether those
documents relate, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans it has received, as
identified in the Mortgage Loan Schedule. In performing any such review, the
Trustee or the Custodian, as its agent, may conclusively rely on the purported
due execution and genuineness of any such document and on the purported
genuineness of any signature thereon. If the Trustee or the Custodian, as its
agent, finds any document constituting part of the Mortgage File has not been
executed or received, or to be unrelated, determined on the basis of the
Mortgagor name, original principal balance and loan number, to the Mortgage
Loans identified in Exhibit B or to appear defective on its face (a “Material
Defect”), the
Trustee or the Custodian, as its agent, shall promptly notify the Seller. In
accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct
or cure any such defect within ninety (90) days from the date of notice from
the
Trustee or the Custodian, as its agent, of the defect and if the Seller fails
to
correct or cure the defect within such period, and such defect materially and
adversely affects the interests of the related Certificateholders in the related
Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the
Mortgage Loan Purchase Agreement to, within 90 days from the Trustee’s or the
Custodian’s notification, provide a Substitute Mortgage Loan (if within two
years of the Closing Date) or purchase such Mortgage Loan at the Purchase Price;
provided that, if such defect would cause the Mortgage Loan to be other than
a
“qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure
or repurchase must occur within 90 days from the date such breach was
discovered; provided, however, that if such defect relates solely to the
inability of the Seller to deliver the original Security Instrument or
intervening assignments thereof, or a certified copy because the originals
of
such documents, or a certified copy have not been returned by the applicable
jurisdiction, the Seller shall not be required to purchase such Mortgage Loan
if
the Seller delivers such original documents or certified copy promptly upon
receipt, but in no event later than 360 days after the Closing Date. The
foregoing repurchase obligation shall not apply in the event that the Seller
cannot deliver such original or copy of any document submitted for recording
to
the appropriate recording office in the applicable jurisdiction because such
document has not been returned by such office; provided that the Seller shall
instead deliver a recording receipt of such recording office or, if such receipt
is not available, a certificate confirming that such documents have been
accepted for recording, and delivery to the Trustee or the Custodian, as its
agent, shall be effected by the Seller within thirty days of its receipt of
the
original recorded document.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian, as its
agent, will review, for the benefit of the Certificateholders, the Mortgage
Files delivered to it and will execute and deliver or cause to be executed
and
delivered to the Depositor and the Trustee a Final Certification. In conducting
such review, the Trustee or the Custodian, as its agent, will ascertain whether
an original of each document required to be recorded has been returned from
the
recording office with evidence of recording thereon or a certified copy has
been
obtained from the recording office. If the Trustee or the Custodian, as its
agent, finds a Material Defect, the Trustee or the Custodian, as its agent,
shall promptly notify the Seller (provided, however, that with respect to those
documents described in subsections (b)(I)(iv), (v), and (vii) of Section 2.01
and subsection (b)(II)(ix) of Section 2.01, the Trustee’s and Custodian’s
obligations shall extend only to the documents actually delivered to the
Custodian pursuant to such subsections). In accordance with the Mortgage Loan
Purchase Agreement, the Seller shall correct or cure any such defect within
90
days from the date of notice from the Trustee or the Custodian, as its agent,
of
the Material Defect and if the Seller is unable to cure such defect within
such
period, and if such defect materially and adversely affects the interests of
the
related Certificateholders in the related Mortgage Loan, the Trustee shall
enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement to,
within 90 days from the Trustee’s or Custodian’s notification, provide a
Substitute Mortgage Loan (if within two years of the Closing Date) or purchase
such Mortgage Loan at the Purchase Price, provided that, if such defect would
cause the Mortgage Loan to be other than a “qualified mortgage” as defined in
Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must
occur within 90 days from the date such breach was discovered, provided,
however, that if such defect relates solely to the inability of the Seller
to
deliver the original Security Instrument or intervening assignments thereof,
or
a certified copy, because the originals of such documents or a certified copy,
have not been returned by the applicable jurisdiction, the Seller shall not
be
required to purchase such Mortgage Loan, if the Seller delivers such original
documents or certified copy promptly upon receipt, but in no event later than
360 days after the Closing Date. The foregoing repurchase obligation shall
not
apply in the event that the Seller cannot deliver such original or copy of
any
document submitted for recording to the appropriate recording office in the
applicable jurisdiction because such document has not been returned by such
office; provided that the Seller shall instead deliver a recording receipt
of
such recording office or, if such receipt is not available, a certificate
confirming that such documents have been accepted for recording, and delivery
to
the Trustee or the Custodian, as its agent, shall be effected by the Seller
within thirty days of its receipt of the original recorded
document.
(c) In
the
event that a Mortgage Loan is purchased by the Seller in accordance with
Subsections 2.02(a) or (b) above, the Seller shall remit to the Securities
Administrator the Purchase Price for deposit in the Distribution Account and
the
Seller shall provide to the Securities Administrator and the Trustee written
notification detailing the components of the Purchase Price. Upon deposit of
the
Purchase Price in the Distribution Account, the Depositor shall notify the
Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request
for Release in the form of Exhibit D attached hereto with respect to such
Mortgage Loan), shall release to the Seller the related Mortgage File and the
Trustee shall execute and deliver all instruments of transfer or assignment,
without recourse, representation or warranty, furnished to it by the Seller,
as
are necessary to vest in the Seller title to and rights under the Mortgage
Loan.
Such purchase shall be deemed to have occurred on the date on which the Purchase
Price in immediately available funds is received by the Paying Agent. The Master
Servicer shall amend the Mortgage Loan Schedule to reflect such repurchase
and
shall promptly notify the Rating Agencies, the Seller, the Trustee and the
Securities Administrator of such amendment. The obligation of the Seller to
repurchase or substitute for any Mortgage Loan a Substitute Mortgage Loan as
to
which such a defect in a constituent document exists shall be the sole remedy
respecting such defect available to the related Certificateholders or to the
Trustee on their behalf.
Section
2.03 Assignment
of Interest in the Mortgage Loan Purchase Agreement.
(a) The
Depositor hereby assigns to the Trustee, on behalf of the Certificateholders
of
the Certificates, all of its right, title and interest in the Mortgage Loan
Purchase Agreement, including but not limited to the Depositor’s rights and
obligations pursuant to the Servicing Agreements (noting that the Seller has
retained the right in the event of breach of the representations, warranties
and
covenants, if any, with respect to the related Mortgage Loans of the
related
Servicer
under the related Servicing Agreement to enforce the provisions thereof and
to
seek all or any available remedies). The obligations of the Seller to substitute
or repurchase, as applicable, a Mortgage Loan shall be the Trustee’s and the
related Certificateholders’ sole remedy for any breach thereof. At the request
of the Trustee, the Depositor shall take such actions as may be necessary to
enforce the above right, title and interest on behalf of the Trustee and the
Certificateholders or shall execute such further documents as the Trustee may
reasonably require in order to enable the Trustee to carry out such
enforcement.
(b) If
the
Depositor, the Securities Administrator or the Trustee discovers a breach of
any
of the representations and warranties set forth in the Mortgage Loan Purchase
Agreement, which breach materially and adversely affects the value of the
interests of related Certificateholders or the Trustee in the related Mortgage
Loan, the party discovering the breach shall give prompt written notice of
the
breach to the other parties to this Agreement. The Seller, within 90 days of
its
discovery or receipt of notice that such breach has occurred (whichever occurs
earlier), shall cure the breach in all material respects or, subject to the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, shall purchase the Mortgage Loan or any property acquired with
respect thereto from the Trustee; provided, however, that if there is a breach
of any representation set forth in the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the
related property acquired with respect thereto has been sold, then the Seller
shall pay, in lieu of the Purchase Price, any excess of the Purchase Price
over
the Net Liquidation Proceeds received upon such sale. If the Net Liquidation
Proceeds exceed the Purchase Price, any excess shall be paid to the Seller
to
the extent not required by law to be paid to the borrower. Any such purchase
by
the Seller shall be made by providing an amount equal to the Purchase Price
to
the Securities Administrator for deposit in the Distribution Account and written
notification detailing the components of such Purchase Price to the Master
Servicer. The Depositor shall notify the Trustee and submit to the Custodian,
as
agent for the Trustee, a Request for Release, and the Custodian shall release,
or the Trustee shall cause the Custodian to release, to the Seller the related
Mortgage File and the Trustee shall execute and deliver all instruments of
transfer or assignment furnished to it by the Seller, without recourse,
representation or warranty as are necessary to vest in the Seller title to
and
rights under the Mortgage Loan or any property acquired with respect thereto.
Such purchase shall be deemed to have occurred on the date on which the Purchase
Price in available funds is received by the Trustee. The Master Servicer shall
amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly
notify the Seller, the Trustee, the Securities Administrator and the Rating
Agencies of such amendment. Enforcement of the obligation of the Seller to
purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or
any
property acquired with respect thereto (or pay the Purchase Price as set forth
in the above proviso) as to which a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on their behalf.
In
connection with any repurchase of a Mortgage Loan or the cure of a breach of
a
representation or warranty set forth in Section 7 of the Mortgage Loan Purchase
Agreement pursuant to this Section 2.03, the Seller shall, or cause the related
Servicer to, furnish to
the
Securities Administrator and the Trustee an officer’s certificate,
signed
by a duly authorized officer of the Seller or the related Servicer, as the
case
may be, to the effect that such repurchase or cure has been made in accordance
with the terms and conditions of this Agreement and that all conditions
precedent to such repurchase or cure have been satisfied, including the delivery
to the Securities Administrator of the Purchase Price for deposit into the
Distribution Account, together with copies of any Opinion of Counsel required
to
be delivered pursuant to this Agreement and the related Request for Release,
in
which the Securities Administrator and the Trustee may rely. Solely for purposes
of the Securities Administrator providing an Assessment of Compliance, upon
receipt of such documentation, the Securities Administrator shall approve such
repurchase or cure, as applicable, and which approval shall be based solely
on
the Securities Administrator’s receipt of such documentation and deposits.
It
is
understood and agreed that the obligation under this Agreement of the Seller
to
cure the breach of a representation or warranty set forth in Section 7 of the
Mortgage Loan Purchase Agreement or to repurchase any Mortgage Loan as to which
a breach has occurred and is continuing shall constitute the sole remedies
against the Seller respecting such breach available to Certificateholders,
the
Depositor or the Trustee.
Section
2.04 Substitution
of Mortgage Loans.
Notwithstanding
anything to the contrary in this Agreement, in lieu of purchasing a Mortgage
Loan pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03
of this Agreement, the Seller may, no later than the date by which such purchase
by the Seller would otherwise be required, tender to the Trustee a Substitute
Mortgage Loan accompanied by a certificate of an authorized officer of the
Seller that such Substitute Mortgage Loan conforms to the requirements set
forth
in the definition of “Substitute Mortgage Loan” in this Agreement; provided,
however, that substitution pursuant to the Mortgage Loan Purchase Agreement
or
Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not
be
permitted after the termination of the two-year period beginning on the Startup
Day; provided, further, that if the breach would cause the Mortgage Loan to
be
other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code,
any such cure or substitution must occur within 90 days from the date the breach
was discovered. The Custodian, as agent for the Trustee, shall examine the
Mortgage File for any Substitute Mortgage Loan in the manner set forth in
Section 2.02(a) and the Trustee or the Custodian, as its agent, shall notify
the
Seller, in writing, within five Business Days after receipt, whether or not
the
documents relating to the Substitute Mortgage Loan satisfy the requirements
of
the fifth sentence of Subsection 2.02(a). Within two Business Days after such
notification, the Seller shall provide to the Securities Administrator for
deposit in the Distribution Account the amount, if any, by which the Outstanding
Principal Balance as of the next preceding Due Date of the Mortgage Loan for
which substitution is being made, after giving effect to the Scheduled Principal
due on such date, exceeds the Outstanding Principal Balance as of such date
of
the Substitute Mortgage Loan, after giving effect to Scheduled Principal due
on
such date, which amount shall be treated for the purposes of this Agreement
as
if it were the payment by the Seller of the Purchase Price for the purchase
of a
Mortgage Loan by the Seller. After such notification to the Seller and, if
any
such excess exists, upon receipt of such deposit, the Trustee shall accept
such
Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage
Loan
hereunder. In the event of such a substitution, accrued interest on the
Substitute Mortgage Loan for the month in which the substitution occurs and
any
Principal Prepayments made thereon during such month shall be the property
of
the Trust Fund and accrued interest for such month on the Mortgage Loan for
which the substitution is made and any Principal Prepayments made thereon during
such month shall be the property of the Seller. The Scheduled Principal on
a
Substitute Mortgage Loan due on the Due Date in the month of substitution shall
be the property of the Seller and the Scheduled Principal on the Mortgage Loan
for which the substitution is made due on such Due Date shall be the property
of
the Trust Fund. Upon acceptance of the Substitute Mortgage Loan (and delivery
to
the Custodian of a Request for Release for such Mortgage Loan), the Custodian,
as agent for the Trustee, shall release to the Seller the related Mortgage
File
related to any Mortgage Loan released pursuant to the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, and shall execute
and deliver all instruments of transfer or assignment, without recourse,
representation or warranty in form as provided to it as are necessary to vest
in
the Seller title to and rights under any Mortgage Loan released pursuant to
the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable. The Seller shall deliver to the Custodian the documents related
to
the Substitute Mortgage Loan in accordance with the provisions of the Mortgage
Loan Purchase Agreement or Subsections 2.01(b) and 2.02(b) of this Agreement,
as
applicable, with the date of acceptance of the Substitute Mortgage Loan deemed
to be the Closing Date for purposes of the time periods set forth in those
Subsections. The representations and warranties set forth in the Mortgage Loan
Purchase Agreement shall be deemed to have been made by the Seller with respect
to each Substitute Mortgage Loan as of the date of acceptance of such Mortgage
Loan by the Trustee. The Master Servicer shall amend the Mortgage Loan Schedule
to reflect such substitution and shall provide a copy of such amended Mortgage
Loan Schedule to the Seller, the Trustee, the Securities Administrator and
the
Rating Agencies.
In
connection with any substitution of a Mortgage Loan pursuant to this Section
2.04, the Seller shall, or cause the related Servicer to, furnish to the
Securities Administrator and the Trustee an officer’s certificate, signed by a
duly authorized officer of the Seller or the related Servicer, as the case
may
be, to the effect that such substitution has been made in accordance with the
terms and conditions of this Agreement and that all conditions precedent to
such
substitution have been satisfied, together with copies of any Opinion of Counsel
required to be delivered pursuant to this Agreement and the related Request
for
Release, in which the Securities Administrator and the Trustee may rely. Solely
for purposes of the Securities Administrator providing an Assessment of
Compliance, upon receipt of such documentation, the Securities Administrator
shall approve such substitution and which approval shall be based solely on
the
Securities Administrator’s receipt of such documentation and deposits. It is
understood and agreed that the obligation under this Agreement of the Seller
to
substitute any Mortgage Loan as to which a breach has occurred and is continuing
shall constitute the sole remedies against the Seller respecting such breach
available to Certificateholders, the Depositor or the Trustee.
Section
2.05 Issuance
of Certificates.
(a) The
Trustee acknowledges the assignment to it of the Mortgage Loans and the other
assets comprising the Trust Fund and, concurrently therewith, the Certificate
Registrar has signed, and countersigned and delivered to the Depositor, in
exchange therefor, the Certificates in such authorized denominations
representing such Fractional Undivided Interests as the Depositor has requested.
The Trustee agrees that it will hold the Mortgage Loans and such other assets
as
may from time to time be delivered to it segregated on the books of the Trustee
in trust for the benefit of the related Certificateholders.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
holders of the REMIC II Interests. The Trustee acknowledges receipt of the
REMIC
I Regular Interests (which are uncertificated) and the other assets of REMIC
II
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the REMIC II Interests.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
Holders of the Regular Certificates and the Class R-3 Certificates. The Trustee
acknowledges receipt of the REMIC II Regular Interests (which are
uncertificated) and the other assets of REMIC III and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the Holders
of
the Regular Certificates and the Class R-3 Certificates.
Section
2.06 Representations
and Warranties Concerning the Depositor.
The
Depositor hereby represents and warrants to the Trustee, the Master Servicer
and
the Securities Administrator as follows:
(a) the
Depositor (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (ii) is qualified and
in
good standing as a foreign corporation to do business in each jurisdiction
where
such qualification is necessary, except where the failure so to qualify would
not reasonably be expected to have a material adverse effect on the Depositor’s
business as presently conducted or on the Depositor’s ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(b) the
Depositor has full corporate power to own its property, to carry on its business
as presently conducted and to enter into and perform its obligations under
this
Agreement;
(c) the
execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor;
and
neither the execution and delivery of this Agreement, nor the consummation
of
the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Depositor or its properties or the articles of
incorporation or by-laws of the Depositor, except those conflicts, breaches
or
defaults which would not reasonably be expected to have a material adverse
effect on the Depositor’s ability to enter into this Agreement and to consummate
the transactions contemplated hereby;
(d) the
execution, delivery and performance by the Depositor of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made;
(e) this
Agreement has been duly executed and delivered by the Depositor and, assuming
due authorization, execution and delivery by the other parties hereto,
constitutes a valid and binding obligation of the Depositor enforceable against
it in accordance with its terms (subject to applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Depositor,
threatened against the Depositor, before or by any court, administrative agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which
in
the judgment of the Depositor will be determined adversely to the Depositor
and
will if determined adversely to the Depositor materially and adversely affect
the Depositor’s ability to enter into this Agreement or perform its obligations
under this Agreement; and the Depositor is not in default with respect to any
order of any court, administrative agency, arbitrator or governmental body
so as
to materially and adversely affect the transactions contemplated by this
Agreement;
(g) The
Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Depositor was required to file such reports) and it has been
subject to such filing requirements for the past 90 days; and
(h) immediately
prior to the transfer and assignment to the Trustee, each Mortgage Note and
each
Mortgage were not subject to an assignment or pledge, and the Depositor had
good
and marketable title to and was the sole owner thereof and had full right to
transfer and sell such Mortgage Loan to the Trustee free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security
interest.
ARTICLE
III
Administration
of the Trust Fund and Servicing of Mortgage Loans
Section
3.01 Master
Servicer and Securities Administrator.
The
Master Servicer shall supervise, monitor and oversee the obligation of the
Servicers to service and administer the Mortgage Loans in accordance with the
terms of the applicable Servicing Agreement and shall have full power and
authority to do any and all things which it may deem necessary or desirable
in
connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent
with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with each Servicer as necessary from time-to-time to carry
out the Master Servicer’s obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by each Servicer and shall cause each Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by such
Servicer under its applicable Servicing Agreement. The Master Servicer shall
independently and separately monitor the Servicer’s servicing activities with
respect to each Mortgage Loan, reconcile the results of such monitoring with
such information provided in the previous sentence on a monthly basis and
coordinate corrective adjustments to the Servicers’ and Master Servicer’s
records, and based on such reconciled and corrected information, the Master
Servicer shall provide such information to the Securities Administrator as
shall
be necessary in order for it to prepare the statements specified in Section
6.05(a), and prepare any other information and statements required to be
forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile
the results of its Mortgage Loan monitoring with the actual remittances of
the
Servicers pursuant to the applicable Servicing Agreement.
In
addition to the foregoing, in connection with a modification of any Mortgage
Loan by a Servicer, if the Master Servicer is unable to enforce the obligations
of the Servicer with respect to such modification, the Master Servicer shall
notify the Depositor of such Servicer’s failure to comply with the terms of the
Servicing Agreement or this Agreement. If the Servicing Agreement requires
the
approval of the Master Servicer for a modification to a Mortgage Loan, the
Master Servicer shall approve such modification if, based upon its receipt
of
written notification from the related Servicer outlining the terms of such
modification and appropriate supporting documentation, the Master Servicer
determines that the modification is permitted under the terms of the Servicing
Agreement and that any conditions to such modification set forth in the
Servicing Agreement have been satisfied. Furthermore, if the Servicing Agreement
requires the oversight and monitoring of loss mitigation measures with respect
to the related Mortgage Loans, the Master Servicer will monitor any loss
mitigation procedure or recovery action related to a defaulted Mortgage Loan
(to
the extent it receives notice of such from the related Servicer) and confirm
that such loss mitigation procedure or recovery action is initiated, conducted
and concluded in accordance with any timeframes and any other requirements
set
forth in the Servicing Agreement, and the Master Servicer shall notify the
Depositor in any case in which the Master Servicer believes that the related
Servicer is not complying with such timeframes and/or other
requirements.
The
Trustee shall furnish the Servicers and the Master Servicer with any powers
of
attorney substantially in the form of Exhibit P hereto and upon written request
from a Servicing Officer other documents in form as provided to it necessary
or
appropriate to enable the Servicers and the Master Servicer to service and
administer the Mortgage Loans and REO Property. The Trustee shall be indemnified
by the Master Servicer for any costs, liabilities or expenses incurred by it
in
connection with such powers of attorney.
The
Trustee or the Custodian shall provide access to the records and documentation
in possession of the Trustee regarding the Mortgage Loans and REO Property
and
the servicing thereof to the related Certificateholders, the FDIC, and the
supervisory agents and examiners of the FDIC, such access being afforded only
upon reasonable prior written request and during normal business hours at the
office of the Trustee; provided, however, that, unless otherwise required by
law, the Trustee shall not be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee shall allow representatives of the above entities
to photocopy any of the records and documentation and shall provide equipment
for that purpose at a charge that covers the Trustee’s actual
costs.
The
Trustee shall execute upon the related Servicer’s written instruction (which
includes the documents to be signed) and deliver to the related Servicer and
the
Master Servicer any court pleadings, requests for trustee’s sale or other
appropriate documents necessary or desirable to (i) the foreclosure or trustee’s
sale with respect to a Mortgaged Property; (ii) any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or Security
Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any other rights or remedies provided by the Mortgage Note or Security
Instrument or otherwise available at law or equity.
Section
3.02 REMIC-Related
Covenants.
For
as
long as each REMIC shall exist, the Trustee and the Securities Administrator
shall act in accordance herewith to assure continuing treatment of such REMIC
as
a REMIC, and the Trustee and the Securities Administrator shall comply with
any
directions of the Depositor, the related Servicer or the Master Servicer to
assure such continuing treatment. In particular, the Trustee shall not (a)
sell
or permit the sale of all or any portion of the Mortgage Loans or of any
investment of deposits in an Account (except as otherwise expressly permitted
by
this Agreement) unless such sale is as a result of a repurchase of the Mortgage
Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion
addressed to the Trustee prepared at the expense of the Trust Fund; and (b)
other than with respect to a substitution pursuant to the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, accept any
contribution to any REMIC after the Startup Day without receipt of a REMIC
Opinion addressed to the Trustee.
Section
3.03 Monitoring
of Servicers.
(a) The
Master Servicer shall be responsible for reporting to the Trustee and the
Depositor the non-compliance by each Servicer with its duties under the related
Servicing Agreement. In the review of each Servicer’s activities, the Master
Servicer may rely upon an officer’s certificate of the Servicer (or similar
document signed by an officer of the Servicer) with regard to the Servicer’s
compliance with the terms of its Servicing Agreement. In the event that the
Master Servicer, in its judgment, determines that a Servicer (other than Xxxxx
Fargo) should be terminated in accordance with its Servicing Agreement, or
that
a notice should be sent pursuant to such Servicing Agreement with respect to
the
occurrence of an event that, unless cured, would constitute grounds for such
termination, the Master Servicer shall notify the Depositor and the Trustee
thereof and the Master Servicer shall issue such notice or take such other
action as it deems appropriate. In the event that the Master Servicer, in its
judgment, determines that Xxxxx Fargo should be terminated in accordance with
the Xxxxx Fargo Servicing Agreement, or that a notice should be sent pursuant
to
the Xxxxx Fargo Servicing Agreement with respect to the occurrence of an event
that, unless cured, would constitute grounds for such termination, the Master
Servicer shall notify the Depositor and the Trustee thereof in writing. Pursuant
to its receipt of such written notification from the Master Servicer, the
Trustee shall issue such notice of termination to Xxxxx Fargo or take such
other
action as it deems appropriate.
(b) The
Master Servicer, for the benefit of the Trustee and the Certificateholders,
shall enforce the obligations of each Servicer under the related Servicing
Agreement, and shall, in the event that a Servicer, other than Xxxxx Fargo,
fails to perform its obligations in accordance with the related
Servicing Agreement, subject to the preceding paragraph, terminate the rights
and obligations of such Servicer thereunder and act as servicer of the related
Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement
with a successor Servicer selected by the Master Servicer; provided, however,
it
is understood and acknowledged by the parties hereto that there will be a period
of transition (not to exceed 90 days) before the actual servicing functions
can
be fully transferred to such successor Servicer. In the event that Xxxxx Fargo
fails to perform its obligations in accordance with the Xxxxx Fargo Servicing
Agreement, subject to the preceding paragraph,
the Master Servicer shall notify the Trustee in writing of such failure.
Pursuant to its receipt of such notification from the Master Servicer, the
Trustee shall terminate the rights and obligations of Xxxxx Fargo under the
Xxxxx Fargo Servicing Agreement and enter in to a new Servicing Agreement with
a
successor Servicer selected by the Trustee; provided, however, it is understood
and acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor Servicer. In either event, such enforcement,
including, without limitation, the legal prosecution of claims, termination
of
Servicing Agreements and the pursuit of other appropriate remedies, shall be
in
such form and carried out to such an extent and at such time as the Master
Servicer (or in the case Xxxxx Fargo is terminated as the Servicer, the
successor servicer or the Trustee, as applicable) in its good faith business
judgment, would require were it the owner of the Mortgage Loans. The Master
Servicer shall pay the costs of such enforcement at its own expense, provided
that the Master Servicer shall not be required to prosecute or defend any legal
action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such action. In
the
event that Xxxxx Fargo is terminated as the Servicer, the Trustee shall pay
the
costs of such enforcement at its own expense, subject to its right to be
reimbursed for such costs from the Distribution Account pursuant to Section
3.03(c); provided that the Trustee shall not be required to prosecute or defend
any legal action except to the extent that the Trustee shall have received
reasonable indemnity for its costs and expenses in pursuing such action. Nothing
herein shall impose any obligation on the part of the Trustee to assume or
succeed to the duties or obligations of Xxxxx Fargo or the Master Servicer
unless the Trustee has not been able to find a successor servicer or a successor
master servicer.
(c) In
the
event that Xxxxx Fargo is terminated as Servicer, to the extent that the costs
and expenses of the Trustee related to any termination of Xxxxx Fargo, or the
enforcement or prosecution of related claims, rights or remedies, or the
appointment of a successor Servicer (including, without limitation, (i) all
legal costs and expenses and all due diligence costs and expenses associated
with an evaluation of the potential termination of the Xxxxx Fargo as a result
of an event of default by Xxxxx Fargo and (ii) all costs and expenses associated
with the complete transfer of servicing, including all servicing files and
all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor Servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
Servicer to service the Mortgage Loans in accordance with the related Servicing
Agreement) are not fully and timely reimbursed by Xxxxx Fargo after such
termination, the Trustee shall be entitled to reimbursement of such costs and
expenses from the Distribution Account. In
all
other cases, to the extent that the costs and expenses of the Master Servicer
related to any termination of a Servicer (other than Xxxxx Fargo), appointment
of a successor Servicer or the transfer and assumption of servicing by the
Master Servicer with respect to any Servicing Agreement (including, without
limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of the
Servicer as a result of an event of default by such Servicer and (ii) all costs
and expenses associated with the complete transfer of servicing, including
all
servicing files and all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the successor servicer
to correct any errors or insufficiencies in the servicing data or otherwise
to
enable the successor servicer to service the Mortgage Loans in accordance with
the related Servicing Agreement) are not fully and timely reimbursed by the
terminated Servicer, the Master Servicer shall be entitled to reimbursement
of
such costs and expenses from the Distribution Account.
(d) The
Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in the related Servicing
Agreement.
Section
3.04 Fidelity
Bond.
The
Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on such
Master Servicer’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder. The errors and omissions
insurance policy and the fidelity bond shall be in such form and amount
generally acceptable for entities serving as master servicers or
trustees.
Section
3.05 Power
to Act; Procedures.
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article X hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Holders of the Certificates and the
Trustee, customary consents or waivers and other instruments and documents,
(ii)
to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds,
Liquidation Proceeds and Subsequent Recoveries, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions
of
this Agreement and the related Servicing Agreement, as applicable; provided,
however, that the Master Servicer shall not (and, consistent with its
responsibilities under Section 3.03, shall not authorize any Servicer to)
knowingly or intentionally take any action, or fail to take (or fail to cause
to
be taken) any action reasonably within its control and the scope of duties
more
specifically set forth herein, that, under the REMIC Provisions, if taken or
not
taken, as the case may be, may cause any REMIC to fail to qualify as a REMIC
or
result in the imposition of a tax upon the Trust Fund (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the
Code) unless the Master Servicer has received an Opinion of Counsel (but not
at
the expense of the Master Servicer) to the effect that the contemplated action
would not cause any REMIC to fail to qualify as a REMIC or result in the
imposition of a tax upon any REMIC. The Trustee shall furnish the Master
Servicer, upon written request from a Servicing Officer, with any powers of
attorney empowering the Master Servicer or any Servicer to execute and deliver
instruments of satisfaction or cancellation, or of partial or full release
or
discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
and
to appeal, prosecute or defend in any court action relating to the Mortgage
Loans or the Mortgaged Property, in accordance with the related Servicing
Agreement and this Agreement, and the Trustee shall execute and deliver such
other documents, as the Master Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out
its
duties hereunder, in each case in accordance with Accepted Master Servicing
Practices (and the Trustee shall have no liability for misuse of any such powers
of attorney by the Master Servicer or any Servicer). If the Master Servicer
or
the Trustee has been advised that it is likely that the laws of the state in
which action is to be taken prohibit such action if taken in the name of the
Trustee or that the Trustee would be adversely affected under the “doing
business” or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee
pursuant to Section 9.11 hereof. In the performance of its duties hereunder,
the
Master Servicer shall be an independent contractor and shall, except in those
instances where it is taking action in the name of the Trust, not be deemed
to
be the agent of the Trust.
Section
3.06 Due-on-Sale
Clauses; Assumption Agreements.
To
the
extent provided in the applicable Servicing Agreement, to the extent Mortgage
Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause
the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
is
assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.
Section
3.07 Release
of Mortgage Files.
(a) Upon
becoming aware of the payment in full of any Mortgage Loan, or the receipt
by
any Servicer of a notification that payment in full has been escrowed in a
manner customary for such purposes for payment to Certificateholders on the
next
Distribution Date, the Servicer will, if required under the applicable Servicing
Agreement (or if the applicable Servicer does not, the Master Servicer may),
promptly furnish to the Custodian, on behalf of the Trustee, two copies of
a
certification substantially in the form of Exhibit D (or as otherwise provided
in the Custodial Agreement) hereto signed by a Servicing Officer or in a
mutually agreeable electronic format which will, in lieu of a signature on
its
face, originate from a Servicing Officer (which certification shall include
a
statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Protected Account maintained
by
the applicable Servicer pursuant to Section 4.01 or by the applicable Servicer
pursuant to the applicable Servicing Agreement have been or will be so
deposited) and shall request that the Custodian, on behalf of the Trustee,
deliver to the applicable Servicer the related Mortgage File. Upon receipt
of
such certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the applicable Servicer and the
Trustee and Custodian shall have no further responsibility with regard to such
Mortgage File. Upon any such payment in full, each Servicer is authorized,
to
give, as agent for the Trustee, as the mortgagee under the Mortgage that secured
the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
without recourse) regarding the Mortgaged Property subject to the Mortgage,
which instrument of satisfaction or assignment, as the case may be, shall be
delivered to the Person or Persons entitled thereto against receipt therefor
of
such payment, it being understood and agreed that no expenses incurred in
connection with such instrument of satisfaction or assignment, as the case
may
be, shall be chargeable to the Protected Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan
and in accordance with the applicable Servicing Agreement, upon written
instruction from such Servicer or the Master Servicer, the Trustee shall execute
such documents as shall be prepared and furnished to the Trustee by a Servicer
or the Master Servicer (in form reasonably acceptable to the Trustee) and as
are
necessary to the prosecution of any such proceedings. The Custodian, on behalf
of the Trustee, shall, upon the request of a Servicer or the Master Servicer,
and delivery to the Custodian, on behalf of the Trustee, of two copies of a
request for release signed by a Servicing Officer substantially in the form
of
Exhibit D (or in a mutually agreeable electronic format which will, in lieu
of a
signature on its face, originate from a Servicing Officer), release the related
Mortgage File held in its possession or control to the Servicer or the Master
Servicer. Such trust receipt shall obligate the Servicer or the Master Servicer
to return the Mortgage File to the Custodian on behalf of the Trustee, when
the
need therefor by the Servicer or the Master Servicer no longer exists unless
the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the Mortgage
File
shall be released by the Custodian, on behalf of the Trustee, to the Servicer
or
the Master Servicer.
Section
3.08 Documents,
Records and Funds in Possession of Master Servicer to Be Held for
Trustee.
(a) The
Master Servicer shall transmit and each Servicer (to the extent required by
the
related Servicing Agreement) shall transmit to the Trustee or Custodian such
documents and instruments coming into the possession of the Master Servicer
or
such Servicer from time to time as are required by the terms hereof, or in
the
case of the Servicers, the applicable Servicing Agreement, to be delivered
to
the Trustee or Custodian. Any funds received by the Master Servicer or by a
Servicer in respect of any Mortgage Loan or which otherwise are collected by
the
Master Servicer or by a Servicer as Liquidation Proceeds, Insurance Proceeds
or
Subsequent Recoveries in respect of any Mortgage Loan shall be held for the
benefit of the Trustee and the Certificateholders subject to the right of the
Master Servicer to retain or withdraw from the Distribution Account the Master
Servicing Compensation and other amounts provided in this Agreement, and to
the
right of each Servicer to retain its Servicing Fee and other amounts as provided
in the applicable Servicing Agreement. The Master Servicer and each Servicer
shall provide access to information and documentation regarding the Mortgage
Loans to the Trustee, its agents and accountants at any time upon reasonable
request and during normal business hours, to Certificateholders that are savings
and loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of such Office
and Corporation or examiners of any other federal or state banking or insurance
regulatory authority if so required by applicable regulations of the Office
of
Thrift Supervision or other regulatory authority, such access to be afforded
without charge but only upon reasonable request in writing and during normal
business hours at the offices of the Master Servicer designated by it. In
fulfilling such a request the Master Servicer shall not be responsible for
determining the sufficiency of such information.
(b) All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer, in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds, Insurance
Proceeds or Subsequent Recoveries, shall be held by the Master Servicer for
and
on behalf of the Trustee and the Certificateholders and shall be and remain
the
sole and exclusive property of the Trustee; provided, however, that the Master
Servicer and each Servicer shall be entitled to setoff against, and deduct
from,
any such funds any amounts that are properly due and payable to the Master
Servicer or such Servicer under this Agreement or the applicable Servicing
Agreement.
Section
3.09 Standard
Hazard Insurance and Flood Insurance Policies.
(a) For
each
Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers
under the related Servicing Agreement to maintain or cause to be maintained
standard fire and casualty insurance and, where applicable, flood insurance,
all
in accordance with the provisions of the related Servicing Agreement. It is
understood and agreed that such insurance shall be with insurers meeting the
eligibility requirements set forth in the applicable Servicing Agreement and
that no earthquake or other additional insurance is to be required of any
Mortgagor or to be maintained on property acquired in respect of a defaulted
loan, other than pursuant to such applicable laws and regulations as shall
at
any time be in force and as shall require such additional
insurance.
(b) Pursuant
to Section 4.01 and 4.04, any amounts collected by the Servicers or the Master
Servicer, or by any Servicer, under any insurance policies (other than amounts
to be applied to the restoration or repair of the property subject to the
related Mortgage or released to the Mortgagor in accordance with the applicable
Servicing Agreement) shall be deposited into the Distribution Account, subject
to withdrawal pursuant to Section 4.04 and 4.05. Any cost incurred by the Master
Servicer or any Servicer in maintaining any such insurance if the Mortgagor
defaults in its obligation to do so shall be added to the amount owing under
the
Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however,
that the addition of any such cost shall not be taken into account for purposes
of calculating the distributions to be made to Certificateholders and shall
be
recoverable by the Master Servicer or such Servicer pursuant to Sections 4.04
and 4.05.
Section
3.10 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in the applicable Servicing
Agreement) cause the related Servicer to prepare and present on behalf of the
Trustee and the Certificateholders all claims under the Insurance Policies
and
take such actions (including the negotiation, settlement, compromise or
enforcement of the insured’s claim) as shall be necessary to realize recovery
under such policies. Any proceeds disbursed to the Master Servicer (or disbursed
to a Servicer and remitted to the Master Servicer) in respect of such policies,
bonds or contracts shall be promptly deposited in the Distribution Account
upon
receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property as a condition precedent to
the
presentation of claims on the related Mortgage Loan to the insurer under any
applicable Insurance Policy need not be so deposited (or remitted).
Section
3.11 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take, or authorize any Servicer (to the extent such
action is prohibited under the applicable Servicing Agreement) to take, any
action that would result in noncoverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Master Servicer
or such Servicer, would have been covered thereunder. The Master Servicer shall
use its best reasonable efforts to cause each Servicer (to the extent required
under the related Servicing Agreement) to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not authorize
any Servicer (to the extent required under the related Servicing Agreement)
to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is
in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.
(b) The
Master Servicer agrees to present, or to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the
Trustee and the Certificateholders, claims to the insurer under any Primary
Mortgage Insurance Policies and, in this regard, to take such reasonable action
as shall be necessary to permit recovery under any Primary Mortgage Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and
4.04,
any amounts collected by the Master Servicer or any Servicer under any Primary
Mortgage Insurance Policies shall be deposited in the Distribution Account,
subject to withdrawal pursuant to Section 4.04.
Section
3.12 Trustee
to Retain Possession of Certain Insurance Policies and Documents.
The
Trustee (or the Custodian, as directed by the Trustee), shall retain possession
and custody of the originals (to the extent available) of any Primary Mortgage
Insurance Policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect
of
the Certificates have been distributed in full and the Master Servicer otherwise
has fulfilled its obligations under this Agreement, the Trustee (or its
Custodian, if any, as directed by the Trustee) shall also retain possession
and
custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Master Servicer shall promptly deliver or
cause to be delivered to the Trustee (or the Custodian, as directed by the
Trustee), upon the execution or receipt thereof the originals of any Primary
Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that
come
into the possession of the Master Servicer from time to time.
Section
3.13 Realization
Upon Defaulted Mortgage Loans.
The
Master Servicer shall cause each Servicer (to the extent required under the
related Servicing Agreement) to foreclose upon, repossess or otherwise
comparably convert the ownership of Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments,
all
in accordance with the applicable Servicing Agreement.
Section
3.14 Compensation
for the Master Servicer.
The
Master Servicer will be entitled to receive the Master Servicing Fee as
compensation for its activities under this Agreement; provided, that the
aggregate Master Servicing Fee with respect to any Distribution Date shall
be
reduced by an amount equal to the Compensating Interest payable by the Master
Servicer for such Distribution Date pursuant to Section 6.07 hereof. The Master
Servicer will also be entitled to all income and gain realized from any
investment of funds in the Distribution Account, pursuant to Article IV, for
the
performance of its activities hereunder. Servicing compensation in the form
of
assumption fees, if any, late payment charges, as collected, if any, or
otherwise (but not including any prepayment premium or penalty) shall be
retained by the applicable Servicer and shall not be deposited in the Protected
Account. The Master Servicer shall be required to pay all expenses incurred
by
it in connection with its activities hereunder and shall not be entitled to
reimbursement therefor except as provided in this Agreement.
Section
3.15 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The
Master Servicer shall, to the extent provided in the applicable Servicing
Agreement, cause the applicable Servicer to sell any REO Property as
expeditiously as possible and in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable. Pursuant to its
efforts to sell such REO Property, the Master Servicer shall cause the
applicable Servicer to protect and conserve, such REO Property in the manner
and
to the extent required by the applicable Servicing Agreement, in accordance
with
the REMIC Provisions and in a manner that does not result in a tax on “net
income from foreclosure property” or cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the
Code.
(b) The
Master Servicer shall, to the extent required by the related Servicing
Agreement, cause the applicable Servicer to deposit all funds collected and
received in connection with the operation of any REO Property in the Protected
Account.
(c) The
Master Servicer and the applicable Servicer, upon the final disposition of
any
REO Property, shall be entitled to reimbursement for any related unreimbursed
Monthly Advances and other unreimbursed advances as well as any unpaid Servicing
Fees from Liquidation Proceeds received in connection with the final disposition
of such REO Property; provided, that any such unreimbursed Monthly Advances
as
well as any unpaid Servicing Fees may be reimbursed or paid, as the case may
be,
prior to final disposition, out of any net rental income or other net amounts
derived from such REO Property.
(d) To
the
extent provided in the related Servicing Agreement, the Liquidation Proceeds
from the final disposition of the REO Property, net of any payment to the Master
Servicer and the applicable Servicer as provided above shall be deposited in
the
Protected Account on or prior to the Determination Date in the month following
receipt thereof and be remitted by wire transfer in immediately available funds
to the Master Servicer for deposit into the Distribution Account on the next
succeeding Servicer Remittance Date.
Section
3.16 Annual
Statement as to Compliance.
The
Master Servicer and the Securities Administrator shall deliver (or otherwise
make available) to the Depositor and the Securities Administrator not later
than
March 15th
of each
calendar year beginning in 2007, an Officer’s Certificate (an “ Annual
Statement
of Compliance” ) stating,
as to
each signatory thereof, that (i) a review of the activities of each such party
during the preceding calendar year and of its performance under this Agreement
or other applicable servicing agreement has been made under such officer’s
supervision and (ii) to the best of such officer’s knowledge, based on such
review, such party has fulfilled all of its obligations under this Agreement
or
other applicable servicing agreement in all material respects throughout such
year, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status of the cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. The Master
Servicer shall enforce the obligations of each Servicer, to the extent set
forth
in the related Servicing Agreement, to deliver a similar Annual Statement of
Compliance by that Servicer to the Depositor and the Securities Administrator
as
described above as and when required with respect to the Master Servicer. In
the
event that certain servicing responsibilities with respect to any Mortgage
Loan
have been delegated by the Master Servicer, the Securities Administrator or
a
Servicer to a subservicer or subcontractor, each such entity shall cause such
subservicer or subcontractor (and with respect to each Servicer, the Master
Servicer shall enforce the obligation of such Servicer to the extent required
under the related Servicing Agreement) to deliver a similar Annual Statement
of
Compliance by such subservicer or subcontractor to the Depositor and the
Securities Administrator as described above as and when required with respect
to
the Master Servicer or the related Servicer (as the case may be).
Failure
of the Master Servicer to comply with this Section 3.16 (including with respect
to the timeframes required herein) shall be deemed an Event of Default, and
at
the written direction of the Depositor the Trustee shall, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. Failure of the Securities
Administrator to comply with this Section 3.16 (including with respect to the
timeframes required in this Section) which failure results in a failure to
timely file the related Form 10-K, shall be deemed a default and the Trustee
at
the written direction of the Depositor shall, in addition to whatever rights
the
Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all of the rights and obligations of the Securities Administrator
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Securities Administrator for the same. This paragraph
shall supersede any other provision in this Agreement or any other agreement
to
the contrary.
Section
3.17 Assessments
of Compliance and Attestation Reports.
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
each of the Master Servicer, the Securities Administrator and the Custodian
(to
the extent set forth in this Section) (each, an “Attesting Party”) shall deliver
(or otherwise make available) to the Master Servicer, the Securities
Administrator and the Depositor on or before March 15th
of each
calendar year beginning in 2007, a report regarding such Attesting Party’s
assessment of compliance (an “Assessment of Compliance”) with the Servicing
Criteria during the preceding calendar year. The Assessment of Compliance,
as
set forth in Regulation AB, must contain the following:
(a) A
statement by an authorized officer of such Attesting Party of its authority
and
responsibility for assessing compliance with the Servicing Criteria applicable
to the related Attesting Party;
(b) A
statement by an authorized officer that such Attesting Party used the Servicing
Criteria attached as Exhibit L hereto, and which will also be attached to the
Assessment of Compliance, to assess compliance with the Servicing Criteria
applicable to the related Attesting Party;
(c) An
assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the related Attesting Party, that are
backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the related Attesting Party’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the
related Attesting
Party, which statement shall be based on the activities such Attesting Party
performs with respect to asset-backed securities transactions taken as a whole
involving such Attesting Party, that are backed by the same asset type as the
Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit L hereto which are indicated as applicable to the related Attesting
Party.
On
or
before March 15th
of each
calendar year beginning in 2007, each Attesting Party shall furnish to the
Master Servicer, the Depositor and the Securities Administrator a report (an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the related Attesting
Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The
Master Servicer shall enforce the obligation of each Servicer to deliver to
the
Securities Administrator, the Master Servicer and the Depositor an Assessment
of
Compliance and Attestation Report as and when provided in the related Servicing
Agreement. Each of the Master Servicer and the Securities Administrator shall
cause, and the Master Servicer shall enforce the obligation (as and when
provided in the related Servicing Agreement) of each Servicer to cause, any
subservicer and each subcontractor (to the extent such subcontractor is
determined by the Master Servicer or the Securities Administrator, as
applicable, to be “participating in the servicing function” within the meaning
of Item 1122 of Regulation AB) that is engaged by such Servicer, the Master
Servicer or the Securities Administrator, as applicable, to deliver to the
Securities Administrator, the Master Servicer and the Depositor an Assessment
of
Compliance and Attestation Report as and when provided above. Such Assessment
of
Compliance, as to any subservicer or subcontractor, shall at a minimum address
the applicable Servicing Criteria specified on Exhibit L hereto which are
indicated as applicable to any “primary servicer” to the extent such subservicer
or subcontractor is performing any servicing function for the party who engages
it and to the extent such party is not itself addressing the Servicing Criteria
related to such servicing function in its own Assessment of Compliance. The
Securities Administrator shall confirm that each of the Assessments of
Compliance delivered to it, taken as a whole, address all of the Servicing
Criteria and taken individually address the Servicing Criteria for each party
as
set forth in Exhibit L and notify the Depositor of any exceptions.
Notwithstanding the foregoing, as to any subcontractor, an Assessment of
Compliance is not required to be delivered unless it is required as part of
a
Form 10-K with respect to the Trust Fund.
The
Custodian shall deliver to the Master Servicer, the Securities Administrator
and
the Depositor an Assessment of Compliance and Attestation Report, as and when
provided above, which shall at a minimum address each of the Servicing Criteria
specified on Exhibit L hereto which are indicated as applicable to a
“custodian”. Notwithstanding the foregoing, an Assessment of Compliance or
Attestation Report is not required to be delivered by any Custodian unless
it is
required as part of a Form 10-K with respect to the Trust Fund.
Failure
of the Master Servicer to comply with this Section 3.17 (including with respect
to the timeframes required herein) shall
constitute an
Event
of Default, and at the written direction of the Depositor the Trustee shall,
in
addition to whatever rights the Trustee may have under this Agreement and at
law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Master Servicer for the same (but
subject to the Master Servicer’s rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Securities
Administrator to comply with this Section 3.17 (including with respect to the
timeframes required in this Section) which failure results in a failure to
timely file the related Form 10-K, shall constitute a default and at the written
direction of the Depositor, the Trustee shall, in addition to whatever rights
the Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all of the rights and obligations of the Securities Administrator
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Securities Administrator for the same (but subject
to
the Securities Administrator’s right to reimbursement of all amounts for which
it is entitled to be reimbursed prior to the date of termination). This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary.
Section
3.18 Reports
Filed with Securities and Exchange Commission.
(a) (i)
(A)
Within 15 days after each Distribution Date, the Securities Administrator shall,
in accordance with industry standards, prepare and file with the Commission
via
the Electronic Data Gathering and Retrieval System (“XXXXX”
), a Distribution
Report on Form 10-D, signed by the Master Servicer, with a copy of the Monthly
Statement to be furnished by the Securities Administrator to the
Certificateholders for such Distribution Date; provided that, the Securities
Administrator shall have received no later than five (5) calendar days after
the
related Distribution Date, all information required to be provided to the
Securities Administrator as described in clause (a)(iv) below. Any disclosure
that is in addition to the Monthly Statement and that is required to be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall
be,
pursuant to the paragraph immediately below, reported by the parties set forth
on Exhibit M to the Securities Administrator and the Depositor and approved
for
inclusion by the Depositor, and the Securities Administrator will have no duty
or liability for any failure hereunder to determine or prepare any Additional
Form 10-D Disclosure absent such reporting (other than in the case where the
Securities Administrator is the reporting party as set forth in Exhibit M)
and
approval.
(B)
Within five (5) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit M shall be required to provide, and the Master
Servicer shall enforce the obligations of each Servicer (to the extent provided
in the related Servicing Agreement) to provide, pursuant to Section 3.18(a)(iv)
below, to the Securities Administrator and
the
Depositor, to the extent known by a responsible officer thereof, in
XXXXX-compatible format, or in such other form as otherwise agreed upon by
the
Securities Administrator and
the
Depositor and such party, the form and substance of any Additional Form 10-D
Disclosure, if applicable, and (ii) the Depositor will approve, as to form
and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this Section.
(C)
After
preparing the Form 10-D, the Securities Administrator shall forward
electronically a copy of the Form 10-D to the Depositor (in the case of any
Additional 10-D Disclosure and otherwise if requested by the Depositor) and
the
Master Servicer for review. Within
two Business Days after receipt of such copy, but no later than the 12th
calendar day after the Distribution Date (provided that, the Securities
Administrator forwards a copy of the Form 10-D no later than the 10th
calendar
after the Distribution Date), the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D. In the absence of receipt of any written
changes or approval, the Securities Administrator shall be entitled to assume
that such Form 10-D is in final form and the Securities Administrator may
proceed with the execution and filing of the Form 10-D. No later than the 13th
calendar day after the related Distribution Date, a duly authorized officer
of
the Master Servicer shall sign the Form 10-D and, in the case where the Master
Servicer and the Securities Administrator are not affiliated, return an
electronic or fax copy of such signed Form 10-D (with an original executed
hard
copy to follow by overnight mail) to the Securities Administrator. If a Form
10-D cannot be filed on time or if a previously filed Form 10-D needs to be
amended, the Securities Administrator shall follow the procedures set forth
in
Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Securities Administrator shall make available
on
its internet website identified in Section 6.05 a final executed copy of each
Form 10-D filed by the Securities Administrator. The signing party at the Master
Servicer can be contacted as set forth in Section 11.07. Form 10-D requires
the
registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. The Depositor shall notify the Securities
Administrator in writing, no later than the fifth calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D, if the
answer to the questions should be “no”. The Securities Administrator shall be
entitled to rely on the representations in Section 2.06(g) or any such notice
in
preparing, executing and/or filing any such report. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the
Securities Administrator of their respective duties under Sections 3.18(a)(i)
and (v) related to the timely preparation, execution and filing of Form 10-D
is
contingent upon such parties strictly observing all applicable deadlines in
the
performance of their duties under such Sections. Neither the Master Servicer
nor
the Securities Administrator shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare,
execute and/or timely file such Form 10-D, where such failure results from
a
party’s failure to deliver on a timely basis, any information from such party
needed to prepare, arrange for execution or file such Form 10-D, not resulting
from its own negligence, bad faith or willful misconduct.
(ii)
(A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Securities
Administrator shall prepare and file, at the direction of the Depositor, on
behalf of the Trust, any Form 8-K, as required by the Exchange Act; provided
that, the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related to a
Reportable Event or that is otherwise required to be included on Form 8-K (“Form
8-K Disclosure Information”) shall be, pursuant to the paragraph immediately
below, reported by the parties set forth on Exhibit M to the Securities
Administrator and the Depositor and approved for inclusion by the Depositor,
and
the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information absent
such reporting (other than in the case where the Securities Administrator is
the
reporting party as set forth in Exhibit M) and approval.
(B)
For
so long as the Trust is subject to the Exchange Act reporting requirements,
no
later than the close of business on the 2nd Business Day after the occurrence
of
a Reportable Event (i) the parties set forth in Exhibit M shall be required
pursuant to Section 3.18(a)(iv) below to provide, and the Master Servicer will
enforce the obligations of each Servicer (to the extent provided in the related
Servicing Agreement) to provide to the Securities Administrator and the
Depositor, to the extent known by a responsible officer thereof, in
XXXXX-compatible format, or in such other form as otherwise agreed upon by
the
Securities Administrator and the Depositor and such party, the form and
substance of any Form 8-K Disclosure Information, if applicable, and (ii) the
Depositor shall approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The
Depositor shall be responsible for any reasonable fees and expenses assessed
or
incurred by the Securities Administrator in connection with including any Form
8-K Disclosure Information on Form 8-K pursuant to this Section.
(C)
After
preparing the Form 8-K, the Securities Administrator shall forward
electronically a copy of the Form 8-K to the Depositor and the Master Servicer
for review. No later than the close of business New York City time on the 3rd
Business Day after the Reportable Event, or in the case where the Master
Servicer and Securities Administrator are affiliated, no later than noon New
York City time on the 4th
Business
Day after the Reportable Event, a duly authorized officer of the Master Servicer
shall sign the Form 8-K and, in the case where the Master Servicer and the
Securities Administrator are not affiliated, return an electronic or fax copy
of
such signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Securities Administrator. Promptly, but no later than the close
of
business on the 3rd Business Day after the Reportable Event (provided that,
the
Securities Administrator forwards a copy of the Form 8-K no later than noon
New
York time on the third Business Day after the Reportable Event), the Depositor
shall notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K. In the absence
of receipt of any written changes or approval, the Securities Administrator
shall be entitled to assume that such Form 8-K is in final form and the
Securities Administrator may proceed with the execution and filing of the Form
8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Securities Administrator shall follow the procedures
set forth in Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business
Day) after filing with the Commission, the Securities Administrator shall,
make
available on its internet website a final executed copy of each Form 8-K filed
by the Securities Administrator. The signing party at the Master Servicer can
be
contacted as set forth in Section 11.07. The parties to this Agreement
acknowledge that the performance by Master Servicer and the Securities
Administrator of their respective duties under this Section 3.18(a)(ii) related
to the timely preparation, execution and filing of Form 8-K is contingent upon
such parties strictly observing all applicable deadlines in the performance
of
their duties under this Section 3.18(a)(ii). Neither the Master Servicer nor
the
Securities Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from a party’s
failure to deliver on a timely basis, any information from such party needed
to
prepare, arrange for execution or file such Form 8-K, not resulting from its
own
negligence, bad faith or willful misconduct.
(iii)
(A)
Within 90 days after the end of each fiscal year of the Trust or such earlier
date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”)
(it being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 2007, the Securities Administrator shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required
by the Exchange Act. Each such Form 10-K shall include the following items,
in
each case to the extent they have been delivered to the Securities Administrator
within the applicable time frames set forth in this Agreement, (I) an annual
compliance statement for each
Servicer, the Master
Servicer, the Securities Administrator and any subservicer or subcontractor,
as
applicable, as described under Section 3.16, (II)(A) the annual reports on
assessment of compliance with Servicing Criteria for each Servicer, the Master
Servicer, each subservicer and subcontractor participating in the servicing
function, the Securities Administrator and the Custodian, as described under
Section 3.17, and (B) if any such report on assessment of compliance with
Servicing Criteria described under Section 3.17 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or
if
any such report on assessment of compliance with Servicing Criteria described
under Section 3.17 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not
included, (III)(A) the registered public accounting firm attestation report
for
each Servicer, the Master Servicer, the Securities Administrator, each
subservicer, each subcontractor, as applicable, and the Custodian, as described
under Section 3.17, and (B) if any registered public accounting firm attestation
report described under Section 3.17 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if
any
such registered public accounting firm attestation report is not included as
an
exhibit to such Form 10-K, disclosure that such report is not included and
an
explanation why such report is not included, and (IV) a Xxxxxxxx-Xxxxx
Certification as described in Section 3.18 (a)(iii)(D) below (provided, however,
that the Securities Administrator, at its discretion, may omit from the Form
10-K any annual compliance statement, assessment of compliance or attestation
report that is not required to be filed with such Form 10-K pursuant to
Regulation AB). Any disclosure or information in addition to (I) through (IV)
above that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit M to the Securities Administrator and the
Depositor and approved for inclusion by the Depositor, and the Securities
Administrator will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure absent such reporting
(other than in the case where the Securities Administrator is the reporting
party as set forth in Exhibit M) and approval.
(B)
No
later than March 15th
of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2007, (i) the parties set forth in Exhibit M shall be required
to
provide, and the Master Servicer shall enforce the obligations of each Servicer
(to the extent provided in the related Servicing Agreement) to provide, pursuant
to Section 3.18(a)(iv) below to the Securities Administrator and the Depositor,
to the extent known by a responsible officer thereof, in XXXXX-compatible
format, or in such other form as otherwise agreed upon by the Securities
Administrator and the Depositor and such party, the form and substance of any
Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor
shall be responsible for any reasonable fees and expenses assessed or incurred
by the Securities Administrator in connection with including any Additional
Form
10-K Disclosure on Form 10-K pursuant to this Section.
(C)
After
preparing the Form 10-K, the Securities Administrator shall forward
electronically a copy of the Form 10-K to the Depositor (only in the case where
such Form 10-K includes Additional Form 10-K Disclosure and otherwise if
requested by the Depositor) and the Master Servicer for review. Within three
Business Days after receipt of such copy, but no later than March 25th
(provided that, the Securities Administrator forwards a copy of the Form 10-K
no
later than the third Business Day prior to March 25th), the Depositor shall
notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. In the absence
of receipt of any written changes or approval, the Securities Administrator
shall be entitled to assume that such Form 10-K is in final form and the
Securities Administrator may proceed with the execution and filing of the Form
10-K. No later than the close of business Eastern Standard time on the 4th
Business Day prior to the Form 10-K Filing Deadline, an officer of the Master
Servicer in charge of the master servicing function shall sign the Form 10-K
and, in the case where the Master Servicer and the Securities Administrator
are
unaffiliated, return an electronic or fax copy of such signed Form 10-K (with
an
original executed hard copy to follow by overnight mail) to the Securities
Administrator. If a Form 10-K cannot be filed on time or if a previously filed
Form 10-K needs to be amended, the Securities Administrator will follow the
procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than
one
(1) Business Day) after filing with the Commission, the Securities Administrator
shall make available on its internet website a final executed copy of each
Form
10-K filed by the Securities Administrator. The signing party at the Master
Servicer can be contacted as set forth in Section 11.07. Form 10-K requires
the
registrant to indicate (by checking “yes ” or “no”) that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. The Depositor shall notify the Securities
Administrator in writing, no later than March 15th of each year in which the
Trust is subject to the reporting requirements of the Exchange Act with respect
to the filing of a report on Form 10-K, if the answer to the questions should
be
“no”. The Securities Administrator shall be entitled to rely on the
representations in Section 2.06(g) or any such notice in preparing, executing
and/or filing any such report. The parties to this Agreement acknowledge that
the performance by the Master Servicer and the Securities Administrator of
their
respective duties under Sections 3.18(a)(iii) and (iv) related to the timely
preparation, execution and filing of Form 10-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections and Sections 3.16 and Section 3.17. Neither the Master
Servicer nor the Securities Administrator shall have any liability for any
loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, execute and/or timely file such Form 10-K, where such failure results
from the Master Servicer’s or the Securities Administrator’s inability or
failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
(D)
Each
Form 10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”)
required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act which
shall
be signed by the Certifying Person and delivered to the Securities Administrator
no later than March 15th
of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act. The Master Servicer shall cause any Servicer, and any subservicer or
subcontractor engaged by it to, provide to the Person who signs the
Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act (or such other date specified in the related Servicing Agreement) and
otherwise within a reasonable period of time upon request, a certification
(each, a “Back-Up Certification”), in the form attached hereto as Exhibit K,
upon which the Certifying Person, the entity for which the Certifying Person
acts as an officer, and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can
reasonably rely. An officer of the Master Servicer in charge of the master
servicing function shall serve as the Certifying Person on behalf of the Trust.
Such officer of the Certifying Person can be contacted as set forth in Section
11.07.
(iv)
With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Securities Administrator’s
obligation to include such Additional Information in the applicable Exchange
Act
report is subject to receipt from the entity that is indicated in Exhibit M
as
the responsible party for providing that information, if other than the
Securities Administrator, as and when required as described in Section
3.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied
by a notice substantially in the form of Exhibit N. Each of the Master Servicer,
the Seller, the Securities Administrator and the Depositor hereby agrees to
notify and provide, and the Master Servicer agrees to enforce the obligations
(to the extent provided in the related Servicing Agreement) of each Servicer
to
notify and provide, to the extent known to the Master Servicer, the Seller,
the
Securities Administrator and the Depositor all Additional Disclosure relating
to
the Trust Fund, with respect to which such party is indicated in Exhibit M
as
the responsible party for providing that information. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the
Securities Administrator in connection with including any Additional Disclosure
information pursuant to this Section.
So
long
as the Depositor is subject to the filing requirements of the Exchange Act
with
respect to the Trust Fund, the Trustee shall notify the Securities Administrator
and the Depositor of any bankruptcy or receivership with respect to the Trustee
or of any proceedings of the type described under Item 1117 of Regulation AB
that have occurred as of the related Due Period, together with a description
thereof, no later than the date on which such information is required of other
parties hereto as set forth under this Section 3.18. In addition, the Trustee
shall notify the Securities Administrator and the Depositor of any affiliations
or relationships that develop after the Closing Date between the Trustee and
the
Depositor, the Seller, the Securities Administrator, the Master Servicer or
the
Custodian of the type described under Item 1119 of Regulation AB, together
with
a description thereof, no later than March 15 of each year that the Trust is
subject to the Exchange Act reporting requirements, commencing in 2007. Should
the identification of any of the Depositor, the Seller, the Securities
Administrator, the Master Servicer or the Custodian change, the Depositor shall
promptly notify the Trustee.
(v)
(A)
On or prior to January 30th of the first year in which the Securities
Administrator is able to do so under applicable law, the Securities
Administrator shall prepare and file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act.
(B)
In
the event that the Securities Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required
to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth
in
this Agreement or for any other reason, the Securities Administrator shall
promptly notify the Depositor and the Master Servicer. In the case of Form
10-D
and Form 10-K, the Depositor, the Master Servicer and the Securities
Administrator shall cooperate to prepare and file a Form 12b-25 and a 10-DA
and
10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
of
Form 8-K, the Securities Administrator will, upon receipt of all required Form
8-K Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Form 8-K, 10-D or 10-K needs to be amended, and such amendment
relates to any Additional Disclosure, the Securities Administrator shall notify
the Depositor and the parties affected thereby and such parties will cooperate
to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25
or
any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
officer of the Master Servicer. The parties hereto acknowledge that the
performance by the Master Servicer and the Securities Administrator of their
respective duties under this Section 3.18(a)(v) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
to
Form 8-K, 10-D or 10-K is contingent upon the Master Servicer and the Depositor
timely performing their duties under this Section. Neither the Master Servicer
nor the Securities Administrator shall have any liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
amendments to Form 8-K, 10-D or 10-K, where such failure results from a party’s
failure to deliver on a timely basis, any information from such party needed
to
prepare, arrange for execution or file such Form 15, Form 12b-25 or any
amendments to Form 8-K, 10-D or 10-K, not resulting from its own negligence,
bad
faith or willful misconduct.
The
Depositor agrees to promptly furnish to the Securities Administrator, from
time
to time upon request, such further information, reports and financial statements
within its control related to this Agreement, the Mortgage Loans as the
Securities Administrator reasonably deems appropriate to prepare and file all
necessary reports with the Commission. The Securities Administrator shall have
no responsibility to file any items other than those specified in this Section
4.18; provided, however, the Securities Administrator shall cooperate with
the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
incurred by the Securities Administrator in connection with this Section 4.18
shall not be reimbursable from the Trust Fund.
(b) In
connection with the filing of any Form 10-K hereunder, in the case where the
Master Servicer and Securities Administrator are not affiliated the Securities
Administrator shall sign a Back-Up Certification substantially in the form
of
Exhibit Q; provided, however, that the Securities Administrator shall not be
required to undertake an analysis of any accountant’s report attached as an
exhibit to the Form 10-K.
(c) The
Securities Administrator shall indemnify and hold harmless, the Depositor and
the Master Servicer and each of its officers, directors and affiliates from
and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Securities Administrator’s
obligations under Sections 3.16, 3.17 and 3.18 or the Securities Administrator’s
negligence, bad faith or willful misconduct in connection therewith. In
addition, the Securities Administrator shall indemnify and hold harmless the
Depositor and the Master Servicer and each of their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Back-Up Certification, any Annual Statement of Compliance, any Assessment of
Compliance or any Additional Disclosure provided by the Securities Administrator
on its behalf or on behalf of any subservicer or subcontractor engaged by the
Securities Administrator pursuant to Section 3.16, 3.17 or 3.18 (the
“Securities Administrator Information”), or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that this
paragraph shall be construed solely by reference to the Securities Administrator
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Securities Administrator Information
or any portion thereof is presented together with or separately from such other
information.
The
Depositor shall indemnify and hold harmless the Securities Administrator and
the
Master Servicer and each of its officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Depositor under
Sections 3.16, 3.17 and 3.18 or the Depositor’s negligence, bad faith or willful
misconduct in connection therewith. In addition, the Depositor shall indemnify
and hold harmless the Master Servicer, the Securities Administrator and each
of
their respective officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Additional Disclosure provided by the Depositor that is
required to be filed pursuant to this Section 3.18 (the
“Depositor Information”),
or
(ii)
any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of
clarification, that this paragraph shall be construed solely by reference to
the
Depositor Information that is required to be filed and not to any other
information communicated in connection with the Certificates, without regard
to
whether the Depositor Information or any portion thereof is presented together
with or separately from such other information.
The
Master Servicer shall indemnify and hold harmless the Securities Administrator
and the Depositor and each of its respective officers, directors and affiliates
from and against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon a breach of the obligations of the Master
Servicer under Sections 3.16, 3.17 and 3.18 or the Master Servicer’s negligence,
bad faith or willful misconduct in connection therewith. In addition, the Master
Servicer shall indemnify and hold harmless the Depositor and each of its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon
(i)
any untrue statement or alleged untrue statement of any material fact contained
in any Annual Statement of Compliance, any Assessment of Compliance or any
Additional Disclosure provided by the Master Servicer on its behalf or on behalf
of any subservicer or subcontractor engaged by the Master Servicer pursuant
to
Section 3.16, 3.17 or 3.18 (the
“Master Servicer Information”), or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make
the statements therein, in light of the circumstances in which they were made,
not misleading; provided, by way of clarification, that this paragraph shall
be
construed solely by reference to the Master Servicer Information and not to
any
other information communicated in connection with the Certificates, without
regard to whether the Master Servicer Information or any portion thereof is
presented together with or separately from such other information.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Securities Administrator or the Master Servicer,
as
applicable, then the defaulting party, in connection with any conduct for which
it is providing indemnification under this Section 3.18(c), agrees that it
shall
contribute to the amount paid or payable by the other parties as a result of
the
losses, claims, damages or liabilities of the other party in such proportion
as
is appropriate to reflect the relative fault and the relative benefit of the
respective parties.
The
indemnification provisions set forth in this Section 3.18(c) shall survive
the
termination of this Agreement or the termination of any party to this
Agreement.
(d) Failure
of the Master Servicer to comply with this Section 3.18 (including with respect
to the timeframes required herein) shall, constitute an Event of Default, and
at
the written direction of the Depositor the Trustee shall, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same (but subject to the Master
Servicer’s rights to payment of any Master Servicing Compensation and
reimbursement of all amounts for which it is entitled to be reimbursed prior
to
the date of termination). Failure of the Securities Administrator to comply
with
this Section 4.18 (including with respect to the timeframes required in this
Section) which failure results in a failure to timely file the related Form
10-K, shall, at the written direction of the Depositor, constitute a default
and
the Trustee shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief
and specific performance, upon notice immediately terminate all of the rights
and obligations of the Securities Administrator under this Agreement and in
and
to the Mortgage Loans and the proceeds thereof without compensating the
Securities Administrator for the same (but subject to the Securities
Administrator’s right to reimbursement of all amounts for which it is entitled
to be reimbursed prior to the date of termination). This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary. In connection with the termination of the Master Servicer or the
Securities Administrator pursuant to this Section 3.18(d), the Trustee shall
be
entitled to reimbursement of all costs and expenses associated with such
termination to the extent set forth in Section 10.05. Notwithstanding anything
to the contrary in this Agreement, no Event of Default by the Master Servicer
or
default by the Securities Administrator shall have occurred with respect to
any
failure to properly prepare, execute and/or timely file any report on Form
8-K,
Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form
8-K, 10-D or 10-K, where such failure results from any party’s failure to
deliver on a timely basis, any information from such party needed to prepare,
arrange for execution or file any such report, Form or amendment, and does
not
result from its own negligence, bad faith or willful misconduct.
(e) Notwithstanding
the provisions of Section 11.02, this Section 3.18 may be amended without the
consent of the Certificateholders.
(f) Any
report, notice or notification to be delivered by the Master Servicer or the
Securities Administrator to the Depositor pursuant to this Section 3.18, may
be
delivered via email to or,
in
the case of a notification, telephonically by calling Reg AB Compliance Manager
at 000-000-0000.
Section
3.19 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17
and
3.18 of this Agreement is to facilitate compliance by the Seller, the Depositor
and the Master Servicer with the provisions of Regulation AB. Therefore, each
of
the parties agrees that (a) the obligations of the parties hereunder shall
be
interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation
AB,
(c) the parties shall comply with reasonable requests made by the Seller, the
Depositor, the Master Servicer or the Securities Administrator for delivery
of
additional or different information as the Seller, the Depositor, the Master
Servicer or the Securities Administrator may determine in good faith is
necessary to comply with the provisions of Regulation AB, and (d) no amendment
of this Agreement shall be required to effect any such changes in the
obligations of the parties to this transaction as are necessary to accommodate
evolving interpretations of the provisions of Regulation AB.
Section
3.20 UCC.
The
Depositor shall inform the Trustee in writing of any Uniform Commercial Code
financing statements that were filed on the Closing Date in connection with
the
Trust with stamped recorded copies of such financing statements to be delivered
to the Trustee promptly upon receipt by the Depositor. If directed by the
Depositor in writing, the Trustee will file any continuation statements solely
at the expense of the Depositor. The Depositor shall file any financing
statements or amendments thereto required by any change in the Uniform
Commercial Code.
Section
3.21 Optional
Purchase of Defaulted Mortgage Loans.
(a) With
respect to any Mortgage Loan which as of the first day of a Fiscal Quarter
is
delinquent in payment by 90 days or more or is an REO Property, EMC shall have
the right to purchase such Mortgage Loan from the Trust at a price equal to
the
Purchase Price; provided however (i) that such Mortgage Loan is still 90 days
or
more delinquent or is an REO Property as of the date of such purchase and (ii)
this purchase option, if not theretofore exercised, shall terminate on the
date
prior to the last day of the related Fiscal Quarter. This purchase option,
if
not exercised, shall not be thereafter reinstated unless the delinquency is
cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent
or becomes an REO Property, in which case the option shall again become
exercisable as of the first day of the related Fiscal Quarter.
(b) If
at any
time EMC remits to the Master Servicer a payment for deposit in the Distribution
Account covering the amount of the Purchase Price for such a Mortgage Loan,
and
EMC provides to the Trustee a certification signed by a Servicing Officer
stating that the amount of such payment has been deposited in the Distribution
Account, then the Trustee shall execute the assignment of such Mortgage Loan
prepared and delivered to the Trustee, at the request of EMC, without recourse,
representation or warranty, to EMC which shall succeed to all of the Trustee’s
right, title and interest in and to such Mortgage Loan, and all security and
documents relative thereto. Such assignment shall be an assignment outright
and
not for security. EMC will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
ARTICLE
IV
Section
4.01 Protected
Account.
(a) The
Master Servicer shall enforce the obligation of each Servicer to establish
and
maintain a Protected Account in accordance with the applicable Servicing
Agreement, with records to be kept with respect thereto on a Mortgage Loan
by
Mortgage Loan basis, into which accounts shall be deposited within 48 hours
(or
as of such other time specified in the related Servicing Agreement) of receipt,
all collections of principal and interest on any Mortgage Loan and any REO
Property received by a Servicer, including Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and advances made from
the
Servicer’s own funds (less servicing compensation as permitted by the applicable
Servicing Agreement in the case of any Servicer) and all other amounts to be
deposited in the Protected Account. Each Servicer is hereby authorized to make
withdrawals from and deposits to the Protected Account for purposes required
or
permitted by this Agreement. To the extent provided in the related Servicing
Agreement, the Protected Account shall be held by a Designated Depository
Institution and segregated on the books of such institution in the name of
the
Trustee for the benefit of Holders of the Certificates.
(b) To
the
extent provided in the related Servicing Agreement, amounts on deposit in a
Protected Account may be invested in Permitted Investments in the name of the
Trustee for the benefit of Holders of the Certificates and, except as provided
in the preceding paragraph, not commingled with any other funds. Such Permitted
Investments shall mature, or shall be subject to redemption or withdrawal,
no
later than the date on which such funds are required to be withdrawn for deposit
in the Distribution Account, and shall be held until required for such deposit.
The income earned from Permitted Investments made pursuant to this Section
4.01
shall be paid to the related Servicer under the applicable Servicing Agreement,
and the risk of loss of moneys required to be distributed to the Holders of
the
Certificates resulting from such investments shall be borne by and be the risk
of the related Servicer. The related Servicer (to the extent provided in the
applicable Servicing Agreement) shall deposit the amount of any such loss in
the
Protected Account within two Business Days of receipt of notification of such
loss but not later than the second Business Day prior to the Distribution Date
on which the moneys so invested are required to be distributed to the Holders
of
the Certificates.
(c) To
the
extent provided in the related Servicing Agreement and subject to this Article
IV, on or before each Servicer Remittance Date, the related Servicer shall
withdraw or shall cause to be withdrawn from its Protected Accounts and shall
immediately deposit or cause to be deposited in the Distribution Account amounts
representing the following collections and payments (other than with respect
to
principal of or interest on the Mortgage Loans due on or before the Cut-off
Date):
(i) Scheduled
Payments on the Mortgage Loans received or any related portion thereof advanced
by such Servicer pursuant to its Servicing Agreement which were due on or before
the related Due Date, net of the amount thereof comprising its Servicing Fee
or
any fees with respect to any lender-paid primary mortgage insurance
policy;
(ii) Full
Principal Prepayments and any Liquidation Proceeds or Subsequent Recoveries
received by such Servicer with respect to the Mortgage Loans in the related
Prepayment Period, with interest to the date of prepayment or liquidation,
net
of the amount thereof comprising its Servicing Fee;
(iii) Partial
Principal Prepayments received by such Servicer for the Mortgage Loans in the
related Prepayment Period; and
(iv) Any
amount to be used as a Monthly Advance and any Compensating Interest
Payments.
(d) Withdrawals
may be made from an Account only to make remittances as provided in Sections
4.01(c), 4.04 and 4.05; to reimburse the Master Servicer or a Servicer for
Monthly Advances which have been recovered by subsequent collections from the
related Mortgagor; to remove amounts deposited in error; to remove fees, charges
or other such amounts deposited on a temporary basis; or to clear and terminate
the account at the termination of the Trust Fund in accordance with Section
10.01. As provided in Sections 4.01(a) and 4.02(b) certain amounts otherwise
due
to the Servicers may be retained by them and need not be deposited in the
Distribution Account.
(e)
In
the event that the Master Servicer and Securities Administrator are no longer
affiliated, the Master Servicer shall establish and maintain an account separate
from the Distribution Account into which any funds remitted by the Servicers
will be deposited. No later than noon New York time on the Business Day
preceding each Distribution Date, the Master Servicer shall remit any such
funds
to the Paying Agent for deposit in the Distribution Account. The Master Servicer
shall make the following permitted withdrawals and transfers from such
account:
(i) The
Master Servicer will, from time to time on demand of a Servicer or the
Securities Administrator, make or cause to be made such withdrawals or transfers
from the account as the Master Servicer has designated for such transfer or
withdrawal pursuant to this Agreement and the related Servicing Agreement.
The
Master Servicer may clear and terminate the account pursuant to Section 10.01
and remove amounts from time to time deposited in error.
(ii) On
an
ongoing basis, the Master Servicer shall withdraw from the account (i) any
expenses, costs and liabilities recoverable by the Trustee, the Master Servicer
or the Securities Administrator or the Custodian pursuant to Sections 3.03,
7.03
and 9.05 and (ii) any amounts payable to the Master Servicer as set forth in
Section 3.14; provided however, that the Master Servicer shall be obligated
to
pay from its own funds any amounts which it is required to pay under Section
7.03(a).
(iii) In
addition, on or before the Business Day preceding each Distribution Date, the
Master Servicer shall deposit in the Distribution Account (or remit to the
Trustee for deposit therein) any Monthly Advances required to be made by the
Master Servicer with respect to the Mortgage Loans.
(iv) No
later
than noon New York time on the Business Day preceding each Distribution Date,
the Master Servicer will transfer all Available Funds on deposit in the account
with respect to the related Distribution Date to the Paying Agent for deposit
in
the Distribution Account.
Section
4.02 [Reserved].
Section
4.03 [Reserved].
Section
4.04 Distribution
Account.
(a) The
Paying Agent shall establish and maintain in the name of the Paying Agent,
for
the benefit of the Certificateholders, the Distribution Account as a segregated
trust account or accounts.
(b) The
Distribution Account shall be an Eligible Account. The Master Servicer or
Servicers, as the case may be, will remit to the Securities Administrator for
deposit in the Distribution Account, the following amounts:
(i) Any
amounts withdrawn from a Protected Account;
(ii) Any
Monthly Advance and any Compensating Interest Payments;
(iii) Any
Insurance Proceeds or Net Liquidation Proceeds or Subsequent Recoveries received
by or on behalf of the Master Servicer or which were not deposited in a
Protected Account;
(iv) The
Purchase Price with respect to any Mortgage Loans purchased by the Seller
pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03
hereof, any amounts which are to be treated pursuant to Section 2.04 of this
Agreement as the payment of a Purchase Price in connection with the tender
of a
Substitute Mortgage Loan by the Seller, the Purchase Price with respect to
any
Mortgage Loans purchased by EMC pursuant to Section 3.21, and all proceeds
of
any Mortgage Loans or property acquired with respect thereto repurchased by
the
Depositor or its designee pursuant to Section 10.01;
(v) Any
amounts required to be deposited with respect to losses on investments of
deposits in an Account; and
(vi) Any
other
amounts received by or on behalf of the Master Servicer and required to be
deposited in the Distribution Account pursuant to this Agreement.
(c) All
amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Distribution Account or the
Distribution Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of
(i)
prepayment or late payment charges or assumption, tax service, statement account
or payoff, substitution, satisfaction, release and other like fees and charges
and (ii) the items enumerated in Subsections 4.05(a)(i), (ii), (iii), (iv),
(vi), (vii), (viii), (ix), (x), (xi) and (xii), need not be credited by the
Master Servicer or the related Servicer to the Distribution Account. In the
event that the Master Servicer shall deposit or cause to be deposited to the
Distribution Account any amount not required to be credited thereto, the
Securities Administrator, upon receipt of a written request therefor signed
by a
Servicing Officer of the Master Servicer, shall promptly transfer such amount
to
the Master Servicer, any provision herein to the contrary
notwithstanding.
(d) The
Distribution Account shall constitute a trust account of the Trust Fund
segregated on the books of the Paying Agent and held by the Paying Agent in
trust in its Corporate Trust Office, and the Distribution Account and the funds
deposited therein shall not be subject to, and shall be protected from, all
claims, liens, and encumbrances of any creditors or depositors of the Paying
Agent or the Master Servicer (whether made directly, or indirectly through
a
liquidator or receiver of the Paying Agent or the Master Servicer). The
Distribution Account shall be an Eligible Account. The amount at any time
credited to the Distribution Account shall be (i) held in cash and fully insured
by the FDIC to the maximum coverage provided thereby or (ii) invested in the
name of the Paying Agent, in such Permitted Investments as may be selected
by
the Master Servicer or deposited in demand deposits with such depository
institutions as may be selected by the Master Servicer, provided that time
deposits of such depository institutions would be a Permitted Investment. All
Permitted Investments shall mature or be subject to redemption or withdrawal
on
or before, and shall be held until, the next succeeding Distribution Date if
the
obligor for such Permitted Investment is the Paying Agent or, if such obligor
is
any other Person, the Business Day preceding such Distribution Date. All
investment earnings on amounts on deposit in the Distribution Account or benefit
from funds uninvested therein from time to time shall be for the account of
the
Master Servicer. The Master Servicer shall be permitted to withdraw or receive
distribution of any and all investment earnings from the Distribution Account
on
each Distribution Date. If there is any loss on a Permitted Investment or demand
deposit, the Master Servicer shall remit the amount of the loss to the Paying
Agent who shall deposit such amount in the Distribution Account. With respect
to
the Distribution Account and the funds deposited therein, the Master Servicer
shall take such action as may be necessary to ensure that the related
Certificateholders shall be entitled to the priorities afforded to such a trust
account (in addition to a claim against the estate of the Paying Agent) as
provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if
applicable, or any applicable comparable state statute applicable to state
chartered banking corporations.
(a) The
Paying Agent will, from time to time on written demand of the Master Servicer
or
the Securities Administrator, make or cause to be made such withdrawals or
transfers from the Distribution Account as the Master Servicer has designated
for such transfer or withdrawal pursuant to this Agreement and the Servicing
Agreements or as the Securities Administrator has instructed hereunder for
the
following purposes:
(i) to
reimburse the Master Servicer or any Servicer for any Monthly Advance of its
own
funds, the right of the Master Servicer or a Servicer to reimbursement pursuant
to this subclause (i) being limited to amounts received on a particular Mortgage
Loan (including, for this purpose, the Purchase Price therefor, Insurance
Proceeds, Liquidation Proceeds and Subsequent Recoveries) which represent late
payments or recoveries of the principal of or interest on such Mortgage Loan
respecting which such Monthly Advance was made;
(ii) to
reimburse the Master Servicer or any Servicer from Insurance Proceeds or
Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
by the Master Servicer or such Servicer in good faith in connection with the
restoration of the related Mortgaged Property which was damaged by an Uninsured
Cause or in connection with the liquidation of such Mortgage Loan;
(iii) to
reimburse the Master Servicer or any Servicer from Insurance Proceeds relating
to a particular Mortgage Loan for insured expenses incurred with respect to
such
Mortgage Loan and to reimburse the Master Servicer or such Servicer from
Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
incurred with respect to such Mortgage Loan; provided that the Master Servicer
shall not be entitled to reimbursement for Liquidation Expenses with respect
to
a Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage
Loan were paid as Excess Liquidation Proceeds pursuant to clause (viii) of
this
Subsection 4.05(a) to the Master Servicer; and (ii) such Liquidation Expenses
were not included in the computation of such Excess Liquidation
Proceeds;
(iv) to
reimburse the Master Servicer or any Servicer for advances of funds (other
than
Monthly Advances) made with respect to the Mortgage Loans, and the right to
reimbursement pursuant to this subclause being limited to amounts received
on
the related Mortgage Loan (including, for this purpose, the Purchase Price
therefor, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries)
which represent late recoveries of the payments for which such advances were
made;
(v) to
reimburse the Master Servicer or any Servicer for any Monthly Advance or
advance, after a Realized Loss has been allocated with respect to the related
Mortgage Loan if the Monthly Advance or advance has not been reimbursed pursuant
to clauses (i) and (iv);
(vi) to
pay
the Master Servicer as set forth in Section 3.14;
(vii) to
reimburse the Master Servicer for expenses, costs and liabilities incurred
by
and reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d);
(viii) to
pay to
the Master Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the related
Servicer;
(ix) to
reimburse or pay any Servicer any such amounts as are due thereto under the
applicable Servicing Agreement and have not been retained by or paid to the
Servicer, to the extent provided in the related Servicing
Agreement;
(x) to
reimburse the Trustee, the Securities Administrator or the Custodian for
expenses, costs and liabilities incurred by or reimbursable to it pursuant
to
this Agreement and the Custodial Agreement;
(xi) to
remove
amounts deposited in error; and
(xii) to
clear
and terminate the Distribution Account pursuant to Section 10.01.
(b) The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from
the Distribution Account pursuant to subclauses (i) through (iv) or with respect
to any such amounts which would have been covered by such subclauses had the
amounts not been retained by the Master Servicer without being deposited in
the
Distribution Account under Section 4.04(c).
(c) On
each
Distribution Date, the Paying Agent shall distribute the Available Funds to
the
extent on deposit in the Distribution Account to the Holders of the Certificates
in accordance with written distribution instructions provided to it by the
Securities Administrator no later than two Business Days prior to such
Distribution Date and determined by the Securities Administrator in accordance
with Section 6.01.
ARTICLE
V
Certificates
Section
5.01 Certificates.
(a) The
Depository and the Depositor signing on behalf of the Issuing Entity have
entered into a Depository Agreement dated as of the Closing Date (the
“Depository Agreement”). Except for the Residual Certificates, the Non-Offered
Certificates (which are also Physical Certificates) and the Individual
Certificates and as provided in Subsection 5.01(b), the Certificates shall
at
all times remain registered in the name of the Depository or its nominee and
at
all times: (i) registration of such Certificates may not be transferred by
the
Certificate Registrar except to a successor to the Depository; (ii) ownership
and transfers of registration of such Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iii) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (iv) the Certificate Registrar shall
deal with the Depository as representative of such Certificate Owners of the
respective Class of Certificates for purposes of exercising the rights of the
related Certificateholders under this Agreement, and requests and directions
for
and votes of such representative shall not be deemed to be inconsistent if
they
are made with respect to different Certificate Owners; and (v) the Certificate
Registrar may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository
Participants.
The
Residual Certificates and the Non-Offered Certificates are initially Physical
Certificates. If at any time the Holders of all of the Certificates of one
or
more such Classes request that the Certificate Registrar cause such Class to
become Global Certificates, the Certificate Registrar and the Depositor will
take such action as may be reasonably required to cause the Depository to accept
such Class or Classes for trading if it may legally be so traded.
All
transfers by Certificate Owners of such respective Classes of Book-Entry
Certificates and any Global Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
(b) If
(i)(A)
the Depositor advises the Certificate Registrar in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Depositor is unable to locate a qualified successor
within 30 days or (ii) the Depositor at its option advises the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository, the Certificate Registrar shall request that the Depository
notify all Certificate Owners of the occurrence of any such event and of the
availability of definitive, fully registered Certificates to Certificate Owners
requesting the same. Upon surrender to the Certificate Registrar of the
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration, the Certificate Registrar shall issue the
definitive Certificates. Neither the Depositor nor the Certificate Registrar
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such
instructions.
(c) (i) REMIC
I
will be evidenced by (x) the REMIC I Regular Interests, which will be
uncertificated and non-transferable and are hereby designated as the “regular
interests” in REMIC I and have the initial principal amounts and accrue interest
at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i),
and (y) the Class R-1 Certificates, which are hereby designated as the sole
class of “residual interests” in REMIC I.
The
REMIC
I Regular Interests and the Class R-1 Certificates will have the following
designations, initial principal amounts and Pass-Through Rates:
|
REMIC
I Interest
|
Initial
Principal Amount
|
Pass-Through
Rate
|
Related
Subgroup
|
|||||||
|
1-Sub
|
$
|
5,852.52
|
5.5000
|
%
|
Subgroup
I
|
|||||
|
2-Sub
|
$
|
6,148.77
|
6.2500
|
%
|
Subgroup
II
|
|||||
|
3-Sub
|
$
|
3,754.94
|
7.5000
|
%
|
Subgroup
III
|
|||||
|
PO
|
$
|
583,475.30
|
0.0000
|
%
|
Subgroup
I
|
|||||
|
1-ZZZ
|
$
|
106,169,521.80
|
5.5000
|
%
|
Subgroup
I
|
|||||
|
2-ZZZ
|
$
|
111,559,624.33
|
6.2500
|
%
|
Subgroup
II
|
|||||
|
3-ZZZ
|
$
|
68,116,181.96
|
7.5000
|
%
|
Subgroup
III
|
|||||
|
X
|
(1
|
)
|
(2
|
)
|
Subgroup
III
|
|||||
|
R-2/R-3
|
$
|
100.00
|
5.5000
|
%
|
Subgroup
I
|
|||||
|
Class
R-1
|
$
|
50.00
|
5.5000
|
%
|
Subgroup
I
|
|||||
|
(1)
|
REMIC
I Regular Interest X will not have an initial principal amount but
will
accrue interest on its uncertificated notional amount calculated
in
accordance with the definition of “Uncertificated Notional Amount”
herein.
|
|
(2)
|
A
variable pass-through rate equal to the excess, if any, of (a) the
weighted average of the Net Mortgage Rates on the Mortgage Loans
with Net
Mortgage Rates greater than 7.5000% per annum over (b) 7.5000% per
annum.
|
Interest
shall be payable to the REMIC I Regular Interests at the applicable Pass-Through
Rates on the related Uncertificated Principal Balances. On the first
Distribution Date, REMIC I Regular Interest R-2/R-3 will be paid $100 in
reduction of its Uncertificated Principal Balance from distributions of
principal collected from Subgroup I. Following the distribution in the preceding
sentence, distributions of principal shall be deemed to be made to the REMIC
I
Regular Interests (other than REMIC I Regular Interest R-2/R-3), in each case
from the related Subgroup, in the following manner: first, to the related REMIC
I Regular Interest ending with the designation “Sub,” so that the Uncertificated
Principal Balance of each such REMIC I Regular Interest is equal to 0.1% of
the
excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans
in
the related Subgroup other than the PO Percentage of the Scheduled Principal
Balance of any such Mortgage Loans over (y) the aggregate Current Principal
Amount of the Senior Certificates related to such Subgroup other than the Class
PO Certificates (except that if any such excess is a larger number than in
the
preceding distribution period, the least amount of principal shall be
distributed to such REMIC I Regular Interests such that the REMIC I Subordinated
Balance Ratio is maintained); and second, to the related REMIC I Regular
Interest ending with the designation “ZZZ,” (provided that a portion of the
remaining principal equal to the Class PO Certificate Principal Distribution
Amount attributable to the Discount Mortgage Loans will be distributed to REMIC
I Regular Interest PO). Realized Losses from each Subgroup shall be applied
after all distributions have been made on each Distribution Date, first, to
the
related REMIC I Regular Interest ending with the designation “Sub,” so that the
Uncertificated Principal Balance of each such REMIC I Regular Interest is equal
to 0.1% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Subgroup other than the PO Percentage of the
Scheduled Principal Balance of any such Mortgage Loans over (y) the aggregate
Current Principal Amount of the Senior Certificates related to such Subgroup
other than the Class PO Certificates (except that if any such excess is a larger
number than in the preceding distribution period, the least amount of Realized
Losses shall be applied to such REMIC I Regular Interests such that the REMIC
I
Subordinated Balance Ratio is maintained); and second, any remaining Realized
Losses from each Subgroup to the related REMIC I Regular Interests ending with
the designation “ZZZ” (except that if a Realized Loss is recognized with respect
to a Discount Mortgage Loan, the applicable portion of such Realized Loss will
be allocated to REMIC I Regular Interest PO).
The
aggregate amount of any Net Interest Shortfalls and interest portion of Realized
Losses for any Distribution Date shall be allocated to accrued interest payable
to the REMIC I Regular Interests (other than REMIC I Regular Interest PO),
pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular Interest.
(ii) REMIC
II
will be evidenced by (x) the REMIC II Regular Interests, which will be
uncertificated and non-transferable and are hereby designated as the “regular
interests” in REMIC II and have the initial principal amounts and accrue
interest at the Pass-Through Rates equal to those set forth in this Section
5.01(c)(ii), and (y) the Class R-2 Certificates, which are hereby designated
as
the sole class of “residual interests” in REMIC II. The REMIC II Regular
Interests and the Class R-2 Certificates will have the following designations,
initial principal amounts and Pass-Through Rates:
|
Designation
|
Initial
Principal Amount
|
Pass-Through
Rate
|
|
|||||
|
I-A-1
|
|
$
|
100,322,850.00
|
|
|
5.5000
|
%
|
|
|
II-A-1
|
|
$
|
3,000,000.00
|
|
|
6.2500
|
%
|
|
|
II-A-2
|
|
$
|
15,312,550.00
|
|
|
7.5000
|
%
|
|
|
II-A-4
|
|
$
|
23,399,000.00
|
|
|
6.0000
|
%
|
|
|
II-A-5
|
|
$
|
19,054,000.00
|
|
|
6.0000
|
%
|
|
|
II-A-6
|
|
$
|
4,316,000.00
|
|
|
6.0000
|
%
|
|
|
II-A-7
|
|
$
|
28,293,750.00
|
|
|
6.0000
|
%
|
|
|
II-A-8
|
|
$
|
1,500,000.00
|
|
|
6.0000
|
%
|
|
|
II-A-9
|
|
$
|
10,541,700.00
|
|
|
6.2500
|
%
|
|
|
III-A-1
|
|
$
|
64,365,000.00
|
|
|
7.5000
|
%
|
|
|
PO
|
|
$
|
583,475.30
|
|
|
0.0000
|
%
|
|
|
X
|
|
|
(1)
|
|
|
(2)
|
|
|
|
Class
R-2
|
|
$
|
50.00
|
|
|
5.5000
|
%
|
|
|
R-3
|
|
$
|
50.00
|
|
|
5.5000
|
%
|
|
|
B-1
|
|
$
|
6,875,000.00
|
|
|
(3)
|
|
|
|
B-2
|
|
$
|
3,151,000.00
|
|
|
(3)
|
|
|
|
B-3
|
|
$
|
1,719,000.00
|
|
|
(3)
|
|
|
|
B-4
|
|
$
|
1,718,000.00
|
|
|
(3)
|
|
|
|
B-5
|
|
$
|
1,289,000.00
|
|
|
(3)
|
|
|
|
B-6
|
|
$
|
1,004,234.32
|
|
|
(3)
|
|
|
|
(1)
|
REMIC
II Regular Interest X will not have an initial principal amount but
will
accrue interest on its uncertificated notional amount calculated
in
accordance with the definition of “Uncertificated Notional Amount”
herein.
|
|
(2)
|
REMIC
II Regular Interest X will not have a Pass-Through Rate but will
be
entitled to receive 100% of the interest payable with respect to
REMIC I
Regular Interest X.
|
|
(3)
|
REMIC
II Regular Interests X-0, X-0, X-0, X-0, B-5 and B-6 will each bear
interest at a per annum rate equal to the weighted average of the
Pass-Through Rates on REMIC I Regular Interests 1-Sub, 2-Sub and
3-Sub,
weighted on the basis of the Uncertificated Principal Balances of
each
such REMIC I Regular Interest immediately preceding the related
Distribution Date.
|
Principal
shall be payable to, and shortfalls, losses and prepayments are allocable to,
the REMIC II Regular Interests as such amounts are payable and allocable to
the
Corresponding Certificates; provided that, solely for purposes of the foregoing,
any shortfalls or losses allocable to the Class II-A-3 Certificates and the
Class III-A-2 Certificates shall be deemed to be allocated entirely to the
Class
II-A-2 Certificates and the Class III-A-1 Certificates, respectively. Interest
shall be payable to the REMIC II Regular Interests at the Pass-Through Rate
for
each such REMIC II Regular Interest on each such REMIC II Regular Interest’s
Uncertificated Principal Balance.
(iii) The
Classes of the Certificates shall have the following designations, initial
principal amounts and Pass-Through Rates:
|
Designation
|
Initial
Principal
Amount Pass-Through
Rate
|
|
|||||||
|
I-A-1
|
$
|
100,322,850.00
|
5.50
|
%
|
|||||
|
II-A-1
|
$
|
3,000,000.00
|
6.25
|
%
|
|||||
|
II-A-2
|
$
|
15,312,550.00
|
(2
|
)
|
|||||
|
II-A-3
|
(1
|
)
|
(3
|
)
|
|||||
|
II-A-4
|
$
|
23,399,000.00
|
6.00
|
%
|
|||||
|
II-A-5
|
$
|
19,054,000.00
|
6.00
|
%
|
|||||
|
II-A-6
|
$
|
4,316,000.00
|
6.00
|
%
|
|||||
|
II-A-7
|
$
|
28,293,750.00
|
6.00
|
%
|
|||||
|
II-A-8
|
$
|
1,500,000.00
|
6.00
|
%
|
|||||
|
II-A-9
|
$
|
10,541,700.00
|
6.25
|
%
|
|||||
|
III-A-1
|
$
|
64,365,000.00
|
(4
|
)
|
|||||
|
III-A-2
|
(1
|
)
|
(5
|
)
|
|||||
|
PO
|
$
|
583,475.30
|
0.0000
|
%
|
|||||
|
X
|
(1
|
)
|
(6
|
)
|
|||||
|
R-1
|
$
|
50.00
|
5.5000
|
%
|
|||||
|
R-2
|
$
|
50.00
|
5.5000
|
%
|
|||||
|
R-3
|
$
|
50.00
|
5.5000
|
%
|
|||||
|
B-1
|
$
|
6,875,000.00
|
(7
|
)
|
|||||
|
B-2
|
$
|
3,151,000.00
|
(7
|
)
|
|||||
|
B-3
|
$
|
1,719,000.00
|
(7
|
)
|
|||||
|
B-4
|
$
|
1,718,000.00
|
(7
|
)
|
|||||
|
B-5
|
$
|
1,289,000.00
|
(7
|
)
|
|||||
|
B-6
|
$
|
1,004,234.32
|
(7
|
)
|
|||||
|
(1)
|
As
described in the definition of Notional Amount
herein.
|
|
(2)
|
The
Class II-A-2 Certificates will bear interest at a Pass-Through Rate
equal
to 5.430% per annum for the first Distribution Date, and thereafter
at an
adjustable Pass-Through Rate equal to LIBOR plus 0.350% per annum,
subject
to a minimum rate of 0.350% per annum and a maximum rate equal to
7.500%
per annum.
|
|
(3)
|
The
Class II-A-3 Certificates will bear interest at a Pass-Through Rate
equal
to 2.070% per annum for the first Distribution Date, and thereafter
at an
adjustable Pass-Through Rate equal to 7.150% per annum minus LIBOR,
subject to a minimum rate of 0.000% per annum and a maximum rate
equal to
7.150% per annum.
|
|
(4)
|
The
Class III-A-1 Certificates will bear interest at a Pass-Through Rate
equal
to 5.430% per annum for the first Distribution Date, and thereafter
at an
adjustable Pass-Through Rate equal to LIBOR plus 0.350% per annum,
subject
to a minimum rate of 0.350% per annum and a maximum rate equal to
7.500%
per annum.
|
|
(5)
|
The
Class III-A-2 Certificates will bear interest at a Pass-Through Rate
equal
to 2.070% per annum for the first Distribution Date, and thereafter
at an
adjustable Pass-Through Rate equal to 7.150% per annum minus LIBOR,
subject to a minimum rate of 0.000% per annum and a maximum rate
equal to
7.150% per annum.
|
|
(6)
|
A
variable pass-through rate equal to the excess, if any, of (a) the
weighted average of the Net Mortgage Rates on the Mortgage Loans
with Net
Mortgage Rates greater than 7.5000% per annum over (b) 7.5000% per
annum;
provided that, for federal income tax purposes the Class X Certificates
will not have a Pass-Through Rate but will be entitled to receive
100% of
the interest payable with respect to REMIC II Regular Interest
X.
|
|
(7)
|
A
variable pass-through rate equal to the weighted average of 5.5000%
per
annum,
6.2500% per annum and 7.5000% per annum, weighted in proportion to
the
results of subtracting from the aggregate Scheduled Principal Balance
of
the Mortgage Loans in Subgroup I, Subgroup II and Subgroup III,
respectively (other than the PO Percentage of the principal balance
of
such Mortgage Loans), the aggregate Current Principal Amount of the
related Class or Classes of Senior Certificates other than the Class
PO
Certificates; provided that, for federal income tax purposes, the
Class B
Certificates will bear interest at a rate equivalent to the foregoing,
expressed as the weighted average of the Pass-Through Rates on REMIC
II
Regular Interests X-0, X-0, X-0, X-0, B-5 and B-6, weighted on the
basis
of the Uncertificated Principal Balances of each such REMIC II Regular
Interest immediately preceding the related Distribution
Date.
|
(d) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date in the Trust Fund has been designated as the
“latest possible maturity date” for the REMIC I Regular Interests, the REMIC II
Regular Interests and the Regular Certificates.
(e) With
respect to each Distribution Date, each Class of Certificates shall accrue
interest during the related Interest Accrual Period. With respect to each
Distribution Date and each such Class of Certificates, interest shall be
calculated on the basis of a 360-day year comprised of twelve 30-day months,
based upon the respective Pass-Through Rate set forth, or determined as
provided, above and the Current Principal Amount (or Notional Amount in the
case
of the Interest Only Certificates) of such Class applicable to such Distribution
Date.
(f) The
Certificates shall be substantially in the forms set forth in Exhibits X-0,
X-0,
X-0, X-0 or A-5, as applicable. On original issuance, the Certificate Registrar
shall sign, countersign and shall deliver them at the direction of the
Depositor. Pending the preparation of Definitive Certificates of any Class,
the
Certificate Registrar may sign and countersign temporary Certificates that
are
printed, lithographed or typewritten, in authorized denominations for
Certificates of such Class, substantially of the tenor of the Definitive
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers or
authorized signatories executing such Certificates may determine, as evidenced
by their execution of such Certificates. If temporary Certificates are issued,
the Depositor will cause Definitive Certificates to be prepared without
unreasonable delay. After the preparation of Definitive Certificates, the
temporary Certificates shall be exchangeable for definitive Certificates upon
surrender of the temporary Certificates at the office of the Certificate
Registrar, without charge to the Holder. Upon surrender for cancellation of
any
one or more temporary Certificates, the Certificate Registrar shall sign and
countersign and deliver in exchange therefor a like aggregate principal amount,
in authorized denominations for such Class, of Definitive Certificates of the
same Class. Until so exchanged, such temporary Certificates shall in all
respects be entitled to the same benefits as Definitive
Certificates.
(g) Each
Class of Book-Entry Certificates will be registered as a single Certificate
of
such Class held by a nominee of the Depository or the DTC Custodian, and
beneficial interests will be held by investors through the book-entry facilities
of the Depository in minimum denominations of (i) in the case of the Senior
Certificates (other than the Class II-A-1 Certificates and Residual
Certificates), $100,000 and in each case increments of $1.00 in excess thereof,
(ii) in the case of the Class II-A-1 Certificates, $1,000 and increments of
$1.00 in excess thereof, and (iii) in the case of the Subordinate Certificates,
$100,000 and increments of $1.00 in excess thereof, except that one Certificate
of each such Class may be issued in a different amount so that the sum of the
denominations of all outstanding Certificates of such Class shall equal the
Current Principal Amount of such Class on the Closing Date. On the Closing
Date,
the Certificate Registrar shall execute and countersign Physical Certificates
all in an aggregate principal amount that shall equal the Current Principal
Amount of such Class on the Closing Date. The Non-Offered Certificates shall
be
issued in certificated fully-registered form in minimum dollar denominations
of
$100,000 and integral multiples of $1.00 in excess thereof, except that one
of
each of the Non-Offered Certificates of each Class may be issued in a different
amount so that the sum of the denominations of all outstanding related
Non-Offered Certificates of such Class shall equal the Current Principal Amount
of such Class on the Closing Date. The Class R-1, Class R-2 and Class R-3
Certificates shall each be issued in certificated fully-registered form, in
the
denomination of $50. Each Class of Global Certificates, if any, shall be issued
in fully registered form in minimum dollar denominations of $100,000 and
integral multiples of $1.00 in excess thereof, except that one Certificate
of
each Class may be in a different denomination so that the sum of the
denominations of all outstanding Certificates of such Class shall equal the
Current Principal Amount of such Class on the Closing Date. On the Closing
Date,
the Certificate Registrar shall execute and countersign (i) in the case of
each
Class of the Offered Certificates, the Certificate in the entire Current
Principal Amount of the respective Class and (ii) in the case of each Class
of
the Non-Offered Certificates, Individual Certificates all in an aggregate
principal amount that shall equal the Current Principal Amount of each such
respective Class on the Closing Date. The Certificates referred to in clauses
(i) and (ii) and if at any time there are to be Global Certificates, the Global
Certificates shall be delivered by the Depositor to the Depository or pursuant
to the Depository’s instructions, shall be delivered by the Depositor on behalf
of the Depository to and deposited with the DTC Custodian. The Certificate
Registrar shall sign the Certificates by facsimile or manual signature and
countersign them by manual signature on behalf of the Certificate Registrar
by
one or more authorized signatories, each of whom shall be Responsible Officers
of the Certificate Registrar or its agent. A Certificate bearing the manual
and
facsimile signatures of individuals who were the authorized signatories of
the
Certificate Registrar or its agent at the time of issuance shall bind the
Certificate Registrar, notwithstanding that such individuals or any of them
have
ceased to hold such positions prior to the delivery of such Certificate.
(h) No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate the manually executed
countersignature of the Certificate Registrar or its agent, and such
countersignature upon any Certificate shall be conclusive evidence, and the
only
evidence, that such Certificate has been duly executed and delivered hereunder.
All Certificates issued on the Closing Date shall be dated the Closing Date.
All
Certificates issued thereafter shall be dated the date of their
countersignature.
(i) The
Closing Date is hereby designated as the “startup” day of each REMIC within the
meaning of Section 860G(a)(9) of the Code.
(j) For
federal income tax purposes, each REMIC shall have a tax year that is a calendar
year and shall report income on an accrual basis.
(k) The
Trustee on behalf of the Trust shall cause each REMIC to timely elect to be
treated as a REMIC under Section 860D of the Code. Any inconsistencies or
ambiguities in this Agreement or in the administration of any trust established
hereby shall be resolved in a manner that preserves the validity of such
elections.
(l) The
following legend shall be placed on the Residual Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class
in
exchange therefor or upon transfer thereof:
THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH AN OPINION OF COUNSEL
ADDRESSED TO THE DEPOSITOR, TRUSTEE, CERTIFICATE REGISTRAR, MASTER SERVICER
AND
SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO
THE
TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT
RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE
UNDER
APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE
PART
OF THE DEPOSITOR, CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SECURITIES
ADMINISTRATOR, CERTIFICATE REGISTRAR OR THE TRUSTEE.
The
following legend shall be placed upon the Class B-4, Class B-5 and Class B-6
Certificates, whether upon original issuance or upon issuance of any other
Certificate of any such Class in exchange therefor or upon transfer
thereof:
THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I)
WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN
INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED
TO, PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX
95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS
ON
THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER,
CERTIFICATE REGISTRAR OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN
OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION
SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.
Section
5.02 Registration
of Transfer and Exchange of Certificates.
(a) The
Certificate Registrar shall maintain at its Corporate Trust Office a separate
Certificate Register for Certificates in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for
the
registration of the related Certificates and of transfers and exchanges of
the
related Certificates as herein provided.
(b) Subject
to Subsection 5.01(a) and, in the case of any Global Certificate or Physical
Certificate upon the satisfaction of the conditions set forth below, upon
surrender for registration of transfer of any Certificate at any office or
agency of the Certificate Registrar maintained for such purpose, the Certificate
Registrar shall sign, countersign and shall deliver, in the name of the
designated transferee or transferees, a new Certificate of a like Class and
aggregate Fractional Undivided Interest, but bearing a different
number.
(c) By
acceptance of an Individual Certificate, whether upon original issuance or
subsequent transfer, each holder of such a Certificate acknowledges the
restrictions on the transfer of such Certificate set forth in the Securities
Legend and agrees that it will transfer such a Certificate only as provided
herein. In addition to the provisions of Subsection 5.02(h), the following
restrictions shall apply with respect to the transfer and registration of
transfer of an Individual Certificate to a transferee that takes delivery in
the
form of an Individual Certificate:
(i) The
Certificate Registrar shall register the transfer of an Individual Certificate
if the requested transfer is being made to a transferee who has provided the
Certificate Registrar with a Rule 144A Certificate or comparable evidence as
to
its QIB status.
(ii) The
Certificate Registrar shall register the transfer of any Individual Certificate
if (x) the transferor has advised the Certificate Registrar in writing that
the
Certificate is being transferred to an Institutional Accredited Investor; and
(y) prior to the transfer the transferee furnishes to the Certificate Registrar
an Investment Letter (and the Certificate Registrar shall be fully protected
in
so doing), provided that, if based upon an Opinion of Counsel addressed to
the
Certificate Registrar to the effect that the delivery of (x) and (y) above
are
not sufficient to confirm that the proposed transfer is being made pursuant
to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and other applicable laws, the Certificate
Registrar shall as a condition of the registration of any such transfer require
the transferor to furnish such other certifications, legal opinions or other
information prior to registering the transfer of an Individual Certificate
as
shall be set forth in such Opinion of Counsel.
(d) Subject
to Subsection 5.02(h), so long as a Global Certificate of such Class is
outstanding and is held by or on behalf of the Depository, transfers of
beneficial interests in such Global Certificate, or transfers by holders of
Individual Certificates of such Class to transferees that take delivery in
the
form of beneficial interests in the Global Certificate, may be made only in
accordance with this Subsection 5.02(d) and in accordance with the rules of
the
Depository:
(i) In
the
case of a beneficial interest in the Global Certificate being transferred to
an
Institutional Accredited Investor, such transferee shall be required to take
delivery in the form of an Individual Certificate or Certificates and the
Certificate Registrar shall register such transfer only upon compliance with
the
provisions of Subsection 5.02(c)(ii).
(ii) In
the
case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual
Certificate or Certificates of such Class, except as set forth in clause (i)
above, the Certificate Registrar shall register such transfer only upon
compliance with the provisions of Subsection 5.02(c)(i).
(iii) In
the
case of an Individual Certificate of a Class being transferred to a transferee
that takes delivery in the form of a beneficial interest in a Global Certificate
of such Class, the Certificate Registrar shall register such transfer if the
transferee has provided the Certificate Registrar with a Rule 144A Certificate
or comparable evidence as to its QIB status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the Rule
144A Certificate as are sufficient to establish that it is a QIB.
(e) Subject
to Subsection 5.02(h), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such
Class, an exchange of an Individual Certificate or Certificates of a Class
for a
beneficial interest in the Global Certificate of such Class and an exchange
of
an Individual Certificate or Certificates of a Class for another Individual
Certificate or Certificates of such Class (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and, in the case of
the
Global Certificate of such Class, so long as such Certificate is outstanding
and
is held by or on behalf of the Depository) may be made only in accordance with
this Subsection 5.02(e) and in accordance with the rules of the
Depository:
(i) A
holder
of a beneficial interest in a Global Certificate of a Class may at any time
exchange such beneficial interest for an Individual Certificate or Certificates
of such Class.
(ii) A
holder
of an Individual Certificate or Certificates of a Class may exchange such
Certificate or Certificates for a beneficial interest in the Global Certificate
of such Class if such holder furnishes to the Certificate Registrar a Rule
144A
Certificate or comparable evidence as to its QIB status.
(iii) A
holder
of an Individual Certificate of a Class may exchange such Certificate for an
equal aggregate principal amount of Individual Certificates of such Class in
different authorized denominations without any certification.
(f) (i) Upon
acceptance for exchange or transfer of an Individual Certificate of a Class
for
a beneficial interest in a Global Certificate of such Class as provided herein,
the Certificate Registrar shall cancel such Individual Certificate and shall
(or
shall request the Depository to) endorse on the schedule affixed to the
applicable Global Certificate (or on a continuation of such schedule affixed
to
the Global Certificate and made a part thereof) or otherwise make in its books
and records an appropriate notation evidencing the date of such exchange or
transfer and an increase in the certificate balance of the Global Certificate
equal to the certificate balance of such Individual Certificate exchanged or
transferred therefor.
(ii) Upon
acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided
herein, the Certificate Registrar shall (or shall request the Depository to)
endorse on the schedule affixed to such Global Certificate (or on a continuation
of such schedule affixed to such Global Certificate and made a part thereof)
or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(g) The
Securities Legend shall be placed on any Individual Certificate issued in
exchange for or upon transfer of another Individual Certificate or of a
beneficial interest in a Global Certificate.
(h) Subject
to the restrictions on transfer and exchange set forth in this Section 5.02,
the
holder of any Individual Certificate may transfer or exchange the same in whole
or in part (in an initial certificate balance equal to the minimum authorized
denomination set forth in Section 5.01(g) above or any integral multiple of
$1.00 in excess thereof) by surrendering such Certificate at the Corporate
Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to
the
Certificate Registrar in the case of transfer and a written request for exchange
in the case of exchange. The holder of a beneficial interest in a Global
Certificate may, subject to the rules and procedures of the Depository, cause
the Depository (or its nominee) to notify the Certificate Registrar in writing
of a request for transfer or exchange of such beneficial interest for an
Individual Certificate or Certificates. Following a proper request for transfer
or exchange, the Certificate Registrar shall, within five Business Days of
such
request made at the Corporate Trust Office, sign, countersign and deliver at
the
Corporate Trust Office, to the transferee (in the case of transfer) or holder
(in the case of exchange) or send by first class mail at the risk of the
transferee (in the case of transfer) or holder (in the case of exchange) to
such
address as the transferee or holder, as applicable, may request, an Individual
Certificate or Certificates, as the case may require, for a like aggregate
Fractional Undivided Interest and in such authorized denomination or
denominations as may be requested. The presentation for transfer or exchange
of
any Individual Certificate shall not be valid unless made at the Corporate
Trust
Office by the registered holder in person, or by a duly authorized
attorney-in-fact.
(i) At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of a like Class and aggregate
Fractional Undivided Interest, upon surrender of the Certificates to be
exchanged at the Corporate Trust Office; provided, however, that no Certificate
may be exchanged for new Certificates unless the original Fractional Undivided
Interest represented by each such new Certificate (i) is at least equal to
the
minimum authorized denomination or (ii) is acceptable to the Depositor as
indicated to the Certificate Registrar in writing. Whenever any Certificates
are
so surrendered for exchange, the Certificate Registrar shall sign and
countersign and the Certificate Registrar shall deliver the Certificates which
the Certificateholder making the exchange is entitled to receive.
(j) If
the
Certificate Registrar so requires, every Certificate presented or surrendered
for transfer or exchange shall be duly endorsed by, or be accompanied by a
written instrument of transfer, with a signature guarantee, in form satisfactory
to the Certificate Registrar, duly executed by the holder thereof or his or
her
attorney duly authorized in writing.
(k) No
service charge shall be made for any transfer or exchange of Certificates,
but
the Certificate Registrar may require payment of a sum sufficient to cover
any
tax or governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.
(l) The
Certificate Registrar shall cancel all Certificates surrendered for transfer
or
exchange but shall retain such Certificates in accordance with its standard
retention policy or for such further time as is required by the record retention
requirements of the Securities Exchange Act of 1934, as amended, and thereafter
may destroy such Certificates.
Section
5.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
(a) If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar such security or indemnity as it may require to save it harmless,
and
(iii) the Certificate Registrar has not received notice that such Certificate
has been acquired by a third Person, the Certificate Registrar shall sign,
countersign and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
Fractional Undivided Interest but in each case bearing a different number.
The
mutilated, destroyed, lost or stolen Certificate shall thereupon be canceled
of
record by the Certificate Registrar and shall be of no further effect and
evidence no rights.
(b) Upon
the
issuance of any new Certificate under this Section 5.03, the Certificate
Registrar 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 Certificate Registrar)
connected therewith. Any duplicate Certificate issued pursuant to this Section
5.03 shall constitute complete and indefeasible evidence of ownership in the
Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.
Section
5.04 Persons
Deemed Owners.
Prior
to
due presentation of a Certificate for registration of transfer, the Depositor,
the Paying Agent, the Certificate Registrar or the Trustee and any agent of
the
Depositor, the Paying Agent, the Certificate Registrar or the Trustee may treat
the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section
6.01
and for all other purposes whatsoever. None of the Depositor, the Paying Agent,
the Certificate Registrar or the Trustee or any agent of the Depositor, the
Paying Agent, the Certificate Registrar or the Trustee shall be affected by
notice to the contrary. No Certificate shall be deemed duly presented for a
transfer effective on any Record Date unless the Certificate to be transferred
is presented no later than the close of business on the third Business Day
preceding such Record Date.
Section
5.05 Transfer
Restrictions on Residual Certificates.
(a) Residual
Certificates, or interests therein, may not be transferred without the prior
express written consent of the Tax Matters Person and the Depositor. As a
prerequisite to such consent, (1) the proposed transferee must provide the
Tax
Matters Person, the Depositor, the Certificate Registrar and the Trustee with
an
affidavit that the proposed transferee is a Permitted Transferee (and an
affidavit that it is a United States Person), and (2) the proposed transferor
must provide the Tax Matters Person, the Depositor, the Certificate Registrar
and the Trustee with a certificate to the effect that it has no knowledge that
the statements made by the proposed transferee in any such affidavit are false,
each as provided in Subsection 5.05(b).
(b) No
transfer, sale or other disposition of a Residual Certificate (including a
beneficial interest therein) may be made unless, prior to the transfer, sale
or
other disposition of a Residual Certificate, (1) the proposed transferee
(including the initial purchasers thereof) delivers to the Tax Matters Person,
the Trustee, the Certificate Registrar and the Depositor an affidavit in the
form attached hereto as Exhibit E stating, among other things, that as of the
date of such transfer (i) such transferee is a Permitted Transferee and a United
States person and that (ii) such transferee is not acquiring such Residual
Certificate for the account of any Person who is not a Permitted Transferee
or
not a United States person, and (2) the proposed transferor delivers to the
Tax
Matters Person, the Trustee, the Certificate Registrar and the Depositor a
certificate to the effect that it has no knowledge that the statements made
by
the
proposed transferee in
any
such affidavit are false. The Tax Matters Person shall not consent to a transfer
of a Residual Certificate if it has actual knowledge that any statement made
in
the affidavit issued pursuant to the preceding sentence is not true.
Notwithstanding any transfer, sale or other disposition of a Residual
Certificate to any Person who is not a Permitted Transferee or a United States
Person, such transfer, sale or other disposition shall be deemed to be of no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Holder of a Residual Certificate for any purpose hereunder, including, but
not
limited to, the receipt of distributions thereon. If any purported transfer
shall be in violation of the provisions of this Subsection 5.05(b), then the
prior Holder thereof shall, upon discovery that the transfer of such Residual
Certificate was not in fact permitted by this Subsection 5.05(b), be restored
to
all rights and obligations as a Holder thereof retroactive to the date of the
purported transfer. None of the Trustee, the Certificate Registrar, the Tax
Matters Person or the Depositor shall be under any liability to any Person
for
any registration or transfer of a Residual Certificate that is not permitted
by
this Subsection 5.05(b) or for making payments due on such Residual Certificate
to the purported Holder thereof or taking any other action with respect to
such
purported Holder under the provisions of this Agreement so long as the written
affidavit referred to above was received with respect to such transfer, and
the
Tax Matters Person, the Trustee, the Certificate Registrar and the Depositor,
as
applicable, had no knowledge that it was untrue. The prior Holder shall be
entitled to recover from any purported Holder of a Residual Certificate that
was
in fact not a Permitted Transferee or a United States Person under this
Subsection 5.05(b) at the time it became a Holder all payments made on such
Residual Certificate. Each Holder of a Residual Certificate, by acceptance
thereof, shall be deemed for all purposes to have consented to the provisions
of
this Subsection 5.05(b) and to any amendment of this Agreement deemed necessary
(whether as a result of new legislation or otherwise) by counsel of the Tax
Matters Person or the Depositor to ensure that the Residual Certificates are
not
transferred to any Person who is not a Permitted Transferee or a United States
Person and that any transfer of such Residual Certificates will not cause the
imposition of a tax upon the Trust or cause any REMIC to fail to qualify as
a
REMIC.
(c) The
Residual Certificates (including a beneficial interest therein) may not be
purchased by or transferred to any Person who is not a United States
Person.
(d) By
accepting a Residual Certificate, the purchaser thereof agrees to be a Tax
Matters Person, and appoints the Securities Administrator to act as its agent
with respect to all matters concerning the tax obligations of the
Trust.
Section
5.06 Restrictions
on Transferability of Non-Offered Certificates.
(a) No
offer,
sale, transfer or other disposition (including pledge) of any Non-Offered
Certificate shall be made by any Holder thereof unless registered under the
Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or “Blue Sky” laws is
available and the prospective transferee (other than the Depositor) of such
Certificate signs and delivers to the Certificate Registrar an Investment
Letter, if the transferee is an Institutional Accredited Investor, in the form
set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee
is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the
provisions of the immediately preceding sentence, no restrictions shall apply
with respect to the transfer or registration of transfer of a beneficial
interest in any Non-Offered Certificate that is a Global Certificate of a Class
to a transferee that takes delivery in the form of a beneficial interest in
the
Global Certificate of such Class provided that each such transferee shall be
deemed to have made such representations and warranties contained in the Rule
144A Certificate as are sufficient to establish that it is a QIB. In the case
of
a proposed transfer of any Certificate to a transferee other than a QIB, the
Certificate Registrar may require an Opinion of Counsel addressed to the
Certificate Registrar that such transaction is exempt from the registration
requirements of the Securities Act. The cost of such opinion shall not be an
expense of the Certificate Registrar or the Trust Fund.
(b) The
Non-Offered Certificates shall each bear a Securities Legend.
Section
5.07 ERISA
Restrictions.
(a) Subject
to the provisions of subsection (b), no Residual Certificates or Non-Offered
Certificates may be acquired directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement which is subject to Title
I of ERISA or Section 4975 of the Code, unless the proposed transferee provides
either (i) the Certificate Registrar, with an Opinion of Counsel addressed
to
the Depositor, the Trustee, the Certificate Registrar, the Master Servicer
and
the Securities Administrator (upon which they may rely) which is satisfactory
to
the Certificate Registrar, which opinion will not be at the expense of the
Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the
Securities Administrator, that the purchase of such Certificates by or on behalf
of such Plan is permissible under applicable law, will not constitute or result
in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code
and will not subject the Depositor, the Master Servicer, the Certificate
Registrar, the Securities Administrator or the Trustee to any obligation in
addition to those undertaken in the Agreement or (ii) in the case of the
Non-Offered Certificates, a representation or certification to the Certificate
Registrar (upon which the Trustee, the Certificate Registrar and the other
parties hereto are authorized to rely) to the effect that the proposed transfer
and holding of such a Certificate and the servicing, management and operation
of
the Trust: (I) will not result in a prohibited transaction under Section 406
of
ERISA or Section 4975 of the Code which is not covered under an individual
or
class prohibited transaction exemption including but not limited to Department
of Labor Prohibited Transaction Exemption (“PTE”) 84-14 (Class Exemption for
Plan Asset Transactions Determined by Independent Qualified Professional Asset
Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank
Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions
Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class
Exemption for Certain Transactions Involving Insurance Company General
Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions
Determined by In-House Asset Managers and (II) will not subject the Depositor,
the Securities Administrator, the Certificate Registrar, the Master Servicer
or
the Trustee to any obligation in addition to those undertaken in the
Agreement.
(b) Any
Person acquiring an interest in a Global Certificate which is a Non-Offered
Certificate, by acquisition of such Certificate, shall be deemed to have
represented to the Certificate Registrar that in the case of the Non-Offered
Certificates, either: (i) it is not acquiring an interest in such Certificate
directly or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA or Section 4975
of
the Code, or (ii) the transfer and holding of an interest in such Certificate
to
that Person and the subsequent servicing, management and operation of the Trust
and its assets: (I) will not result in any prohibited transaction which is
not
covered under an individual or class prohibited transaction exemption,
including, but not limited to, XXX 00-00, XXX 00-00, XXX 00-0, XXX 95-60 or
PTE
96-23 and (II) will not subject the Depositor, the Securities Administrator,
the
Certificate Registrar, the Master Servicer or the Trustee to any obligation
in
addition to those undertaken in the Agreement.
(c) Each
beneficial owner of a Class B-1, Class B-2 or Class B-3 Certificate or any
interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that certificate or interest therein, that either
(i)
it is not a Plan or investing with “Plan Assets”, (ii) it has acquired and is
holding such certificate in reliance on Prohibited Transaction Exemption 90-30,
as amended from time to time (the “Exemption”), and that it understands that
there are certain conditions to the availability of the Exemption, including
that the certificate must be rated, at the time of purchase, not lower than
“BBB-“ (or its equivalent) by S&P, Fitch or Xxxxx’x Investors Service, Inc.,
and the certificate is so rated or (iii) (1) it is an insurance company, (2)
the
source of funds used to acquire or hold the certificate or interest therein
is
an “insurance company general account,” as such term is defined in Prohibited
Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I
and III of PTCE 95-60 have been satisfied.
(d) Neither
the Trustee, the Certificate Registrar, the Master Servicer nor the Securities
Administrator will be required to monitor, determine or inquire as to compliance
with the transfer restrictions in this Agreement with respect to the Book-Entry
Certificates. Any attempted or purported transfer of any Certificate in
violation of the provisions of this Agreement shall be void ab initio and such
Certificate shall be considered to have been held continuously by the prior
permitted Certificateholder. Any transferor of any Certificate in violation
of
such provisions, shall indemnify and hold harmless the Trustee, the Certificate
Registrar, the Securities Administrator and the Master Servicer from and against
any and all liabilities, claims, costs or expenses incurred by the Trustee,
the
Certificate Registrar, the Securities Administrator or the Master Servicer
as a
result of such attempted or purported transfer. Neither the Trustee nor the
Certificate Registrar shall be liable for transfer of any such Book-Entry
Certificates in or through book-entry facilities of any Depository or between
or
among Depository Participants or Certificate Owners made in violation of the
transfer restrictions set forth herein.
Section
5.08 Rule
144A Information.
For
so
long as any Non-Offered Certificates are outstanding and are “restricted
securities” within the meaning of Rule 144(a)(3) of the Securities Act, (1) the
Depositor will provide or cause to be provided to any holder of such Non-Offered
Certificates and any prospective purchaser thereof designated by such a holder,
upon the request of such holder or prospective purchaser, the information
required to be provided to such holder or prospective purchaser by Rule
144A(d)(4) under the Securities Act; and (2) the Depositor shall update such
information from time to time in order to prevent such information from becoming
false and misleading and will take such other actions as are necessary to ensure
that the safe harbor exemption from the registration requirements of the
Securities Act under Rule 144A is and will be available for resales of such
Certificates conducted in accordance with Rule 144A.
Section
5.09 Appointment
of Paying Agent and Certificate Registrar.
Xxxxx
Fargo Bank, National Association, as Securities Administrator, shall act as
the
initial Paying Agent and Certificate Registrar for so long as it is also the
Master Servicer. Each of the Paying Agent and the Certificate Registrar may
resign upon thirty (30) days’ prior written notice to the Trustee; provided that
no such resignation shall be effective until the appointment of a successor
paying agent or certificate registrar. In the event the Paying Agent and/or
the
Certificate Registrar resigns or is removed by the Trustee for cause, the
Trustee may appoint a successor paying agent or certificate registrar, as
applicable. The Trustee shall cause such successor paying agent, if other than
the Trustee or the Master Servicer or the Securities Administrator, to execute
and deliver to the Trustee an instrument in which such paying agent shall agree
with the Trustee that such paying agent will hold all sums held by it for the
payment to Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums have been paid to the Certificateholders.
ARTICLE
VI
Section
6.01 Distributions
on the Certificates.
(a) Interest
and principal (as applicable) on the Certificates will be distributed by the
Paying Agent monthly on each Distribution Date based on the Certificates
Distribution Report for such Distribution Date furnished by the Securities
Administrator pursuant to 6.05 hereof, commencing in June 2006, in an amount
equal to the related Available Funds on deposit in the Distribution Account
for
such Distribution Date. On each Distribution Date, the related Available Funds
on deposit in the Distribution Account shall be distributed as
follows:
On
each
Distribution Date, the Available Funds will be distributed as
follows:
(i) on
each
Distribution Date, the Available Funds will be distributed to the Senior
Certificates as follows:
first,
to the
Senior Certificates (other than the Class PO Certificates), on a pro rata basis,
the Accrued Certificate Interest on such Classes for such Distribution
Date;
second,
to the
Senior Certificates (other than the Class PO Certificates), on a pro rata basis,
any Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, to the extent of remaining Available Funds;
third,
concurrently as follows:
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(I)
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to
the extent of the remaining Available Funds related to Subgroup I,
to the
Class I-A-1 Certificates and Class R Certificates, as principal,
the
Subgroup I Principal Distribution Amount, in the order described
in this
Agreement, in reduction of the Current Principal Amounts thereof,
until
the Current Principal Amounts thereof have been reduced to zero;
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(II)
|
to
the extent of the remaining Available Funds related to Subgroup II,
to the
Class II-A Certificates (other than the Class II-A-3 Certificates),
as
principal, the Subgroup II Principal Distribution Amount, in the
order
described in this Agreement, in reduction of the Current Principal
Amount
thereof, until the Current Principal Amount thereof has been reduced
to
zero; and
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(III)
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to
the extent of the remaining Available Funds related to Subgroup III,
to
the Class III-A-1 Certificates, as principal, the Subgroup III Principal
Distribution Amount, in reduction of the Current Principal Amount
thereof,
until the Current Principal Amount thereof has been reduced to zero;
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fourth,
to the
Class PO Certificates, the Class PO Certificate Principal Distribution Amount
for such Distribution Date to the extent of the remaining Available Funds,
until
the Current Principal Amount thereof has been reduced to zero; and
fifth,
to the
Class PO Certificates, the Class PO Certificate Deferred Amount, provided that
(i) on any Distribution Date, distributions pursuant to this priority
fifth
shall
not exceed the excess, if any, of (x) Available Funds remaining after giving
effect to distributions pursuant to priority first
through
fourth
above
over (y) the sum of the amount of Accrued Certificate Interest for such
Distribution Date and Accrued Certificate Interest remaining undistributed
from
previous Distribution Dates on all Classes of Subordinate Certificates then
outstanding, (ii) such distributions shall not reduce the Current Principal
Amount of the Class PO Certificates, and (iii) no distribution will be made
in
respect of the Class PO Certificate Deferred Amount on or after the Cross-Over
Date.
(ii) Except
as
set forth in clauses (iii) and (iv) below, on each Distribution Date on or
prior
to the Cross-Over Date, an amount equal to the remaining Available Funds after
the distributions in clause (i) above shall be distributed sequentially in
the
following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Certificates, in each case up to an amount equal to and in the
following order: (a) the Accrued Certificate Interest thereon for such
Distribution Date, (b) any Accrued Certificate Interest thereon remaining
undistributed from previous Distribution Dates and (c) such Class’s Allocable
Share for such Distribution Date, in each case, to the extent of the remaining
Available Funds.
(iii) On
each
Distribution Date prior to the Cross-Over Date but after the reduction of the
Current Principal Amount of all of the Senior Certificates related to a Subgroup
to zero, the remaining Class or Classes of Senior Certificates in the remaining
Subgroups (other than the Class II-A-3, Class IIIA-2 and Class X Certificates)
will be entitled to receive in reduction of their Current Principal Amounts,
pro
rata based upon their Current Principal Amounts immediately prior to such
Distribution Date, in addition to any Principal Prepayments related to such
remaining Senior Certificates’ respective Subgroup allocated to such Senior
Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the
Subgroup or Subgroups relating to the class or classes of Senior Certificates
of
the fully repaid Subgroup; provided, however, if (A) the weighted average of
the
Subgroup Subordinate Percentages on such Distribution Date equals or exceeds
two
times the initial weighted average of the Subgroup Subordinate Percentages
and
(B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent
60 days or more (including for this purpose any such Mortgage Loans in
foreclosure and bankruptcy and Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last
six
months, as a percentage of the aggregate Current Principal Amount of the
Subordinate Certificates does not exceed 50%, then the additional allocation
of
Principal Prepayments to the Subgroup I, Subgroup II and Subgroup III
Certificates in accordance with this clause (iii) will not be made and 100%
of
the Principal Prepayments on any Mortgage Loan relating to the fully repaid
class or classes of Senior Certificates will be allocated to the Subordinate
Certificates.
(iv) If,
after
distributions have been made pursuant to priorities first
and
second
of
clause (i) above on any Distribution Date, the remaining Available Funds related
to Subgroup I is less than the sum of the Subgroup I Principal Distribution
Amount and Class PO Principal Distribution Amount, or the remaining Available
Funds related to Subgroup II is less than the Subgroup II Principal Distribution
Amount, or the remaining Available Funds related to Subgroup III is less than
the Subgroup III Principal Distribution Amount, such amounts shall be reduced,
and such remaining funds will be distributed to the related Senior Certificates
(other than the Class II-A-3, Class III-A-2 and Class X Certificates) on the
basis of such reduced amounts. Notwithstanding any reduction in principal
distributable to the Class PO Certificates pursuant to this paragraph, the
principal balance of the Class PO Certificates shall be reduced not only by
principal so distributed but also by the difference between (i) principal
distributable to the Class PO Certificates in accordance with priority
fifth
of
clause (A) above, and (ii) principal actually distributed to the Class PO
Certificates after giving effect to this paragraph (such difference for the
Class PO Certificates, the “Class PO Certificate Cash Shortfall”). The Class PO
Certificate Cash Shortfall for the Class PO Certificates with respect to any
Distribution Date will be added to the Class PO Certificate Deferred
Amount.
(v) On
each
Distribution Date, any Available Funds remaining after payment of interest
and
principal to the Classes of Certificates entitled thereto, in each case as
described above, will be distributed to the Class R Certificates on a pro rata
basis; provided, that if on any Distribution Date there are any Available Funds
remaining after payment of interest and principal to a Class or Classes of
Certificates entitled thereto, such amounts will be distributed to the other
Class or Classes of Senior Certificates, pro rata, based upon their Current
Principal Amounts, until all amounts due to all Classes of Senior Certificates
have been paid in full, before any amounts are distributed to the Class R
Certificates.
(b) “Pro
rata” distributions among Classes of Certificates will be made in proportion to
the then Current Principal Amount of such Classes.
(c) No
Accrued Certificate Interest will be payable with respect to any Class of
Certificates after the Distribution Date on which the Current Principal Amount
or Notional Amount of such Certificate has been reduced to zero.
(d) If
on any
Distribution Date the Available Funds for the related Senior Certificates is
less than the Accrued Certificate Interest on the related Senior Certificates
for such Distribution Date prior to reduction for Net Interest Shortfalls and
the interest portion of Realized Losses, the shortfall will be allocated among
the Holders of each Class of the related Senior Certificates (other than the
Class PO Certificates) in proportion to the respective amounts of Accrued
Certificate Interest that would have been allocated thereto in the absence
of
such Net Interest Shortfalls and/or Realized Losses for such Distribution Date.
In addition, the amount of any interest shortfalls will constitute unpaid
Accrued Certificate Interest and will be distributable to Holders of the
Certificates of the related Classes entitled to such amounts on subsequent
Distribution Dates, to the extent of the applicable Available Funds after
current interest distributions as required herein. Any such amounts so carried
forward will not bear interest. Shortfalls in interest payments will not be
offset by a reduction in the servicing compensation of the Master Servicer
or
otherwise, except to the extent of applicable Compensating Interest
Payments.
(e) The
expenses and fees of the Trust shall be paid by each of the REMICs, to the
extent that such expenses relate to the assets of each of such respective
REMICs, and all other expenses and fees of the Trust shall be paid pro rata
by
each of the REMICs.
(f) (i) On
each
Distribution Date, an amount, up to the amount of the Subgroup I Principal
Distribution Amount for that Distribution Date, will be distributed as principal
in the following order or priority:
(1) concurrently
to the Class R-1, Class R-2 and Class R-3 Certificates, on a pro rata basis,
in
reduction of the Current Principal Amounts thereof, until the Current Principal
Amounts thereof have been reduced to zero; and
(2) to
the
Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof,
until the Current Principal Amount thereof has been reduced to zero.
(ii)
On
each
Distribution Date, an amount, up to the amount of the Subgroup II Principal
Distribution Amount for that Distribution Date, will be distributed as principal
in the following order or priority:
(1) to
the
Class II-A-9 Certificates, the Class II-A-9 Priority Amount, in reduction of
the
Current Principal Amount thereof, until the Current Principal Amount thereof
has
been reduced to zero;
(2) any
remaining amount will be distributed concurrently as follows:
A)
16.666666666667% to the Class II-A-2 Certificates, in reduction of the Current
Principal Amount thereof until the Current Principal Amount thereof has been
reduced to the zero; and
(B)
83.333333333333% sequentially in the following order of priority:
(a)
to
the Class II-A-4, Class II-A-5 and Class II-A-6 Certificates, sequentially,
in
that order, in reduction of the Current Principal Amount thereof, in each case
until the aggregate Current Principal Amount thereof have been reduced to the
Aggregate Planned Principal Amount for such Distribution Date;
(b)
to
the Class II-A-7 Certificates, in reduction of the Current Principal Amount
thereof until the Current Principal Amount thereof has been reduced to the
Targeted Principal Amount for such Distribution Date;
(c)
to
the Class II-A-8 Certificates, in reduction of the Current Principal Amount
thereof until the Current Principal Amount thereof has been reduced to the
zero;
(d)
to
the Class II-A-7 Certificates, in reduction of the Current Principal Amount
thereof without regard to the Targeted Principal Amount, until the Current
Principal Amount thereof has been reduced to zero;
(e)
to
the Class II-A-4, Class II-A-5 and Class II-A-6 Certificates, sequentially,
in
that order, in reduction of the Current Principal Amounts thereof without regard
to the Aggregate Planned Principal Amount, in each case until the Current
Principal Amount thereof has been reduced to zero;
(3) to
Class
II-A-1 Certificates, in reduction of the Current Principal Amount thereof until
the Current Principal Amount thereof has been reduced to zero; and
(4) to
Class
II-A-9 Certificates, in reduction of the Current Principal Amount thereof
without regard to the Class II-A-9 Priority Amount until the Current Principal
Amount thereof has been reduced to zero; and
(g) Prior
to
the occurrence of the Credit Support Depletion Date, an amount equal to the
Class II-A-8 Accrual Amount shall be distributed as follows:
(1) to
the
Class II-A-7 Certificates, in reduction of the Current Principal Amount thereof
until the Current Principal Amount thereof has been reduced to the Targeted
Principal Amount of the Class II-A-7 Certificates for such Distribution Date;
and
(2) to
the
Class II-A-8 Certificates, in reduction of the Current Principal Amount thereof
until the Current Principal Amount thereof has been reduced to zero;
(h) In
addition, in the event that the Master Servicer receives any Subsequent
Recoveries from a Servicer, the Master Servicer shall deposit such funds into
the Distribution Account pursuant to Section 4.04. If, after taking into account
such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount
of such Subsequent Recoveries will be applied to increase the Current Principal
Amount of the related Class of Subordinate Certificates with the highest payment
priority to which Realized Losses have been allocated, but not by more than
the
amount of Realized Losses previously allocated to that Class of Subordinate
Certificates pursuant to Section 6.03. The amount of any remaining Subsequent
Recoveries will be applied to sequentially increase the Current Principal Amount
of the related Subordinate Certificates, beginning with the Class of such
Subordinate Certificates with the next highest payment priority, up to the
amount of such Realized Losses previously allocated to such Class of
Certificates pursuant to Section 6.03. Holders of such Certificates will not
be
entitled to any payment in respect of current interest on the amount of such
increases for any Interest Accrual Period preceding the Distribution Date on
which such increase occurs. Any such increases shall be applied to the Current
Principal Amount of each Subordinate Certificate of such Class in accordance
with its respective Fractional Undivided Interest.
Section
6.02 [Reserved.]
Section
6.03 Allocation
of Losses.
On
or
prior to each Determination Date, the Master Servicer shall determine the amount
of any Realized Loss in respect of each Mortgage Loan that occurred during
the
immediately preceding calendar month, based on information provided by the
Servicer.
(a) Certificates
(i) Realized
Losses with respect to a Mortgage Loan will be allocated on a pro rata basis
between the PO Percentage of the Scheduled Principal Balance of such Mortgage
Loan and the Non-PO Percentage of such Scheduled Principal Balance.
(ii) On
each
Distribution Date, the PO Percentage of the principal portion of any Realized
Loss on a Discount Mortgage Loan and any Class PO Certificate Cash Shortfall
will be allocated to the Class PO Certificates until the Current Principal
Amount of the Class PO Certificates is reduced to zero. With
respect to any Distribution Date through the Cross-Over Date, the aggregate
of
all amounts so allocable to the Class PO Certificates on such date in respect
of
any Realized Losses and any Class PO Certificate Cash Shortfalls and all amounts
previously allocated in respect of such Realized Losses or Class PO Certificate
Cash Shortfalls and not distributed on prior Distribution Dates will be the
“Class PO Certificate Deferred Amount.” To
the
extent funds are available therefor on any Distribution Date through the
Cross-Over Date, distributions in respect of the Class PO Certificate Deferred
Amount for the Class PO Certificates will be made in accordance with
priority
fifth
of
clause (i) above. No interest shall accrue on the Class PO Certificate Deferred
Amount. On each Distribution Date through the Cross-Over Date, the Current
Principal Amount of the lowest ranking Class of Subordinate Certificates then
outstanding will be reduced by the amount of any distributions in respect of
any
Class PO Certificate Deferred Amount on such Distribution Date in accordance
with the priorities set forth above, through the operation of the Subordinate
Certificate Writedown Amount. After the Cross-Over Date, no more distributions
will be made in respect of, and applicable Realized Losses and Class PO
Certificate Cash Shortfalls allocable to the Class PO Certificates will not
be
added to, the Class PO Certificate Deferred Amount.
(iii) The
Non-PO Percentage of the principal portion of Realized Losses on the Mortgage
Loans will be allocated on any Distribution Date as follows: first, to the
Class
B-6 Certificates; second, to the Class B-5 Certificates; third, to the Class
B-4
Certificates; fourth, to the Class B-3 Certificates; fifth, to the Class B-2
Certificates; and sixth, to the Class B-1 Certificates, in each case until
the
Current Principal Amount of such Class has been reduced to zero.
(iv) Thereafter,
the principal portion of Realized Losses on the Mortgage Loans will be allocated
on any Distribution Date to the outstanding Class or Classes of Senior
Certificates (other than Class II-A-3, Class III-A-2 and Class X Certificates),
pro rata, based upon their respective Current Principal Amounts.
(v) Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Current Principal
Amounts of all the Certificates (other than the Class R Certificates) as of
such
Distribution Date, after giving effect to all distributions and prior
allocations of Realized Losses on the Mortgage Loans on such date, to an amount
less than the aggregate Scheduled Principal Balance of all of the Mortgage
Loans
as of the first day of the month of such Distribution Date (such limitation,
the
“Loss Allocation Limit”).
(b) Any
Realized Losses allocated to a Class of Certificates shall be allocated among
the related Certificates of such Class (other than the Interest Only
Certificates) in proportion to their respective Current Principal Amounts.
Any
allocation of Realized Losses shall be accomplished by reducing the Current
Principal Amount of the related Certificates on the related Distribution
Date.
(c) Realized
Losses shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal portion
thereof, after giving effect to distributions made on such Distribution
Date.
(d) On
each
Distribution Date, the Securities Administrator shall determine and notify
the
Paying Agent in writing of the Subordinate Certificate Writedown Amount. Any
Subordinate Certificate Writedown Amount shall effect a corresponding reduction
in the Current Principal Amount of (i) if prior to the Cross-Over Date, the
Current Principal Amounts of the Subordinate Certificates, in the reverse order
of their numerical Class designations and (ii) from and after the Cross-Over
Date, the Senior Certificates, in accordance with priorities set forth in clause
(b) above, which reduction shall occur on such Distribution Date after giving
effect to distributions made on such Distribution Date.
(e) Any
Net
Interest Shortfall will be allocated among the Classes of Certificates in
proportion to the respective amounts of Accrued Certificate Interest that would
have been allocated thereto in the absence of such Net Interest Shortfall for
such Distribution Date. The interest portion of any Realized Losses with respect
to the Mortgage Loans occurring on or prior to the Cross-Over Date will not
be
allocated among any Certificates, but will reduce the amount of Available Funds
on the related Distribution Date. As a result of the subordination of the
Subordinate Certificates in right of distribution, such Realized Losses on
the
Mortgage Loans will be borne by the Subordinate Certificates, in inverse order
of their numerical Class designations. Following the Cross-Over Date, the
interest portion of Realized Losses on the Mortgage Loans will be allocated
to
the Senior Certificates.
Section
6.04 Payments.
(a) On
each
Distribution Date, other than the final Distribution Date, the Paying Agent
shall distribute to each Certificateholder of record as of the immediately
preceding Record Date the Certificateholder’s pro rata share of its Class (based
on the aggregate Fractional Undivided Interest represented by such Holder’s
Certificates) of all amounts required to be distributed on such Distribution
Date to such Class, based on written information provided to the Paying Agent
by
the Securities Administrator. The Securities Administrator shall calculate
the
amount to be distributed to each Class and, based on such amounts, the
Securities Administrator shall determine the amount to be distributed to each
Certificateholder. All of the Securities Administrator’s calculations of
payments shall be based solely on information provided to the Securities
Administrator by the Master Servicer. Neither the Securities Administrator
nor
the Paying Agent shall be required to confirm, verify or recompute any such
information but shall be entitled to rely conclusively on such
information.
(b) Payment
of the above amounts to each Certificateholder shall be made (i) by check mailed
to each Certificateholder entitled thereto at the address appearing in the
Certificate Register or (ii) upon receipt by the Paying Agent on or before
the
fifth Business Day preceding the Record Date of written instructions from a
Certificateholder by wire transfer to a United States dollar account maintained
by the payee at any United States depository institution with appropriate
facilities for receiving such a wire transfer; provided, however, that the
final
payment in respect of each Class of Certificates will be made only upon
presentation and surrender of such respective Certificates at the office or
agency of the Paying Agent specified in the notice to Certificateholders of
such
final payment.
Section
6.05 Statements
to Certificateholders.
(a) Concurrently
with each distribution to Holders of the Certificates, the Securities
Administrator shall make available to the parties hereto, each Rating Agency
and
each such Holder via the Securities Administrator’s internet website as set
forth below, a Certificates Distribution Report containing the following
information with respect to the Certificates and the Mortgage Loans, expressed
with respect to clauses (i) through (vii) in the aggregate and as a Fractional
Undivided Interest representing an initial Current Principal Amount of $1,000,
or in the case of the Residual Certificates, an initial Current Principal Amount
of $50 each:
(i) the
Current Principal Amount (or Notional Amount) of each Class of Certificates
immediately prior to such Distribution Date;
(ii) the
amount of the distribution allocable to principal on each applicable Class
of
Certificates;
(iii) the
aggregate amount of interest accrued at the related Pass-Through Rate with
respect to each Class during the related Interest Accrual Period;
(iv) the
Net
Interest Shortfall and any other adjustments to interest at the related
Pass-Through Rate necessary to account for any difference between interest
accrued and aggregate interest distributed with respect to each Class of
Certificates;
(v) the
amount of the distribution allocable to interest on each Class of
Certificates;
(vi) the
Pass-Through Rates for each Class of Certificates with respect to such
Distribution Date;
(vii) the
Current Principal Amount (or Notional Amount) of each Class of Certificates
after such Distribution Date;
(viii) the
amount of any Monthly Advances, Compensating Interest Payments and outstanding
unreimbursed advances by the Master Servicer or the Servicers included in such
distribution;
(ix) the
aggregate amount of any Realized Losses (listed separately for each category
of
Realized Loss) during the related Prepayment Period and cumulatively since
the
Cut-off Date and the amount and source (separately identified) of any
distribution in respect thereof included in such distribution;
(x) with
respect to each Mortgage Loan which incurred a Realized Loss during the related
Prepayment Period, (i) the loan number, (ii) the Scheduled Principal Balance
of
such Mortgage Loan as of the Cut-off Date, (ii) the Scheduled Principal Balance
of such Mortgage Loan as of the beginning of the related Due Period, (iii)
the
Net Liquidation Proceeds with respect to such Mortgage Loan and (iv) the amount
of the Realized Loss with respect to such Mortgage Loan;
(xi) the
amount of Scheduled Principal and Principal Prepayments, (including but
separately identifying the principal amount of Principal Prepayments, Insurance
Proceeds, the purchase price in connection with the purchase of Mortgage Loans,
cash deposits in connection with substitutions of Mortgage Loans and Net
Liquidation Proceeds) and the number and principal balance of Mortgage Loans
purchased or substituted for during the relevant period and cumulatively since
the Cut-off Date;
(xii) the
number of Mortgage Loans (excluding REO Property) remaining in the Trust Fund
as
of the end of the related Prepayment Period;
(xiii) information
regarding any Mortgage Loan delinquencies as of the end of the previous calendar
month, including the aggregate number and aggregate Outstanding Principal
Balance of Mortgage Loans using the MBA method of calculation (a) Delinquent
30
to 59 days on a contractual basis, (b) Delinquent 60 to 89 days on a contractual
basis, and (c) Delinquent 90 or more days on a contractual basis, in each case
as of the close of business on the last Business Day of the immediately
preceding month;
(xiv) the
number of Mortgage Loans in the foreclosure process as of the end of the related
Due Period and the aggregate Outstanding Principal Balance of such Mortgage
Loans;
(xv) the
number and aggregate Outstanding Principal Balance of all Mortgage Loans as
to
which the Mortgaged Property was REO Property as of the end of the related
Due
Period;
(xvi) the
book
value (the sum of (A) the Outstanding Principal Balance of the Mortgage Loan,
(B) accrued interest through the date of foreclosure and (C) foreclosure
expenses) of any REO Property; provided that, in the event that such information
is not available to the Securities Administrator on the Distribution Date,
such
information shall be furnished promptly after it becomes available;
(xvii) the
amount of Realized Losses allocated to each Class of Certificates since the
prior Distribution Date and in the aggregate for all prior Distribution Dates;
and
(xviii) the
Average Loss Severity Percentage;
(xix) [Reserved]
(xx) the
then
applicable Subgroup Senior Percentage, Subgroup Senior Prepayment Percentage,
Subordinate Percentage and Subordinate Prepayment Percentage for each
Subgroup.
The
information set forth above shall be calculated or reported, as the case may
be,
by the Securities Administrator, based solely on, and to the extent of,
information provided to the Securities Administrator by the Master Servicer.
The
Securities Administrator may conclusively rely on such information and shall
not
be required to confirm, verify or recalculate any such information.
The
Securities Administrator may make available each month, to any interested party,
the Certificates Distribution Report to Holders of the Certificates via the
Securities Administrator’s website initially located at “xxx.xxxxxxx.xxx.”
Assistance in using the website can be obtained by calling the Securities
Administrator’s customer service desk at (000) 000-0000. Parties that are unable
to use the above distribution option are entitled to have a paper copy mailed
to
them via first class mail by calling the Securities Administrator’s customer
service desk and indicating such. The Securities Administrator shall have the
right to change the way such reports are distributed in order to make such
distribution more convenient and/or more accessible to the parties, and the
Securities Administrator shall provide timely and adequate notification to
all
parties regarding any such change.
(b) By
April
30 of each year beginning in 2007, the Securities Administrator will furnish
such report to each Holder of the Certificates of record at any time during
the
prior calendar year as to the aggregate of amounts reported pursuant to
subclauses (a)(ii) and (a)(v) above with respect to the Certificates, plus
information with respect to the amount of servicing compensation and such other
customary information as the Securities Administrator may determine to be
necessary and/or to be required by the Internal Revenue Service or by a federal
or state law or rules or regulations to enable such Holders to prepare their
tax
returns for such calendar year. Such obligations shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Securities Administrator pursuant to the requirements of the
Code.
Section
6.06 Monthly
Advances.
The
Master Servicer shall cause the related Servicer to remit any Advance required
pursuant to the terms of the related Servicing Agreement. The related Servicer
shall be obligated to make any such Advance only to the extent that such advance
would not be a Nonrecoverable Advance. If the related Servicer shall have
determined that it has made a Nonrecoverable Advance or that a proposed Advance
or a lesser portion of such Advance would constitute a Nonrecoverable Advance,
the related Servicer shall deliver (i) to the Securities Administrator for
the
benefit of the Certificateholders funds constituting the remaining portion
of
such Advance, if applicable, and (ii) to the Master Servicer an Officer’s
Certificate setting forth the basis for such determination. Subject
to the Master Servicer’s recoverability determination, in the event that a
Servicer (other than Xxxxx Fargo) fails to make a required Advance, the Master
Servicer, as successor servicer, shall be required to remit the amount of such
Advance to the Distribution Account. Subject to the Securities Administrator’s
recoverability determination, in the event that the Master Servicer fails to
make a required Advance, the Securities Administrator shall be required to
remit
the amount of such Advance to the Distribution Account. If
Xxxxx
Fargo, as a Servicer, the Master Servicer or the Securities Administrator was
required to make an Advance but failed to do so, the Trustee upon receiving
notice or becoming aware of such failure, and pursuant to the applicable terms
of this Agreement, shall appoint a successor servicer who will make such
Advance, or the Trustee as successor master servicer shall be
required to remit the amount of such Advance to the Distribution Account,
unless
the Trustee shall have determined that such Advance is a Nonrecoverable Advance.
If the Trustee cannot find a successor servicer to replace Xxxxx Fargo as
Servicer the Trustee shall become the successor servicer and shall be required
to remit the amount of such Advance to the Distribution Account, unless the
Trustee shall have determined that such Advance is a Nonrecoverable
Advance.
Section
6.07 Compensating
Interest Payments.
The
Master Servicer shall deliver to the Securities Administrator for deposit in
the
Distribution Account not later than each Business Day preceding the related
Distribution Date an amount equal to the lesser of (i) the sum of the aggregate
amounts required to be paid by the Servicers under the related Servicing
Agreement with respect to subclauses (a) and (b) of the definition of Interest
Shortfall with respect to the Mortgage Loans for the related Distribution Date,
and not so paid by the Servicers and (ii) the Master Servicing Fee for such
Distribution Date (such amount, the “Compensating Interest Payment”). The Master
Servicer shall not be entitled to any reimbursement of any Compensating Interest
Payment.
ARTICLE
VII
The
Master Servicer
Section
7.01 Liabilities
of the Master Servicer.
The
Master Servicer shall be liable in accordance herewith only to the extent of
the
obligations specifically imposed upon and undertaken by it herein.
Section
7.02 Merger
or Consolidation of the Master Servicer.
(a) The
Master Servicer will keep in full force and effect its existence, rights and
franchises as a corporation under the laws of the state of its incorporation,
and will obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its duties under this
Agreement.
(b) Any
Person into which the Master Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation to which the Master
Servicer shall be a party, or any Person succeeding to the business of the
Master Servicer, shall be the successor of the Master Servicer hereunder,
without the execution or filing of any paper or further act on the part of
any
of the parties hereto, anything herein to the contrary
notwithstanding.
Section
7.03 Indemnification
of the Trustee, the Master Servicer and the Securities
Administrator.
(a) The
Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or relating to, any claim or
legal
action (including any pending or threatened claim or legal action) relating
to
this Agreement with respect to the Mortgage Loans and the Certificates, the
Servicing Agreements, the Assignment Agreement or the Certificates or the powers
of attorney delivered by the Trustee hereunder (i) related to the Master
Servicer’s failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Indemnified
Person shall
have given the Master Servicer and the Depositor written notice thereof promptly
after a Responsible Officer of the Indemnified Person shall have with respect
to
such claim or legal action and actual knowledge thereof. The Master Servicer’s
failure to receive any such notice shall not affect the Indemnified Person
right
to indemnification hereunder, except to the extent the Master Servicer is
materially prejudiced by such failure to give notice. This indemnity shall
survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.
(b) [Reserved].
(c) The
Trust
Fund will indemnify any Indemnified Person for any loss, liability or expense
of
any Indemnified Person not otherwise covered by the Master Servicer’s
indemnification pursuant to Subsection (a) above.
Section
7.04 Limitations
on Liability of the Master Servicer and Others.
Subject
to the obligation of the Master Servicer to indemnify the Indemnified Persons
pursuant to Section 7.03:
(a) Neither
the Master Servicer nor any of the directors, officers, employees or agents
of
the Master Servicer shall be under any liability to the Indemnified Persons,
the
Depositor, the Trust Fund or the Holders of the Certificates for taking any
action or for refraining from taking any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer or any such Person against any breach
of
warranties or representations made herein or any liability which would otherwise
be imposed by reason of such Person’s willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard
of
obligations and duties hereunder.
(b) The
Master Servicer and any director, officer, employee or agent of the Master
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising
hereunder.
(c) The
Master Servicer, the Custodian and any director, officer, employee or agent
of
the Master Servicer or the Custodian, and the Trustee, to the extent it becomes
a party to the Xxxxx Fargo Servicing Agreement pursuant to Section 3.03, and
any
officer, director, employee or agent of the Trustee, shall be indemnified by
the
Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on
their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Certificates or any Servicing Agreement
(except to the extent that the Master Servicer or the Trustee, as the case
may
be, is indemnified by the Servicer thereunder), other than (i) any such loss,
liability or expense related to the Master Servicer’s failure to perform its
duties in compliance with this Agreement (except as any such loss, liability
or
expense shall be otherwise reimbursable pursuant to this Agreement), or to
the
Custodian’s failure to perform its duties under the Custodial Agreement,
respectively, or (ii) any such loss, liability or expense incurred by reason
of
the Master Servicer’s or the Custodian’s willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or under the Custodial
Agreement, as applicable, or by reason of reckless disregard of obligations
and
duties hereunder or under the Custodial Agreement, as applicable.
(d) The
Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its duties under this
Agreement and that in its opinion may involve it in any expense or liability;
provided, however, the Master Servicer may in its discretion, with the consent
of the Trustee (which consent shall not be unreasonably withheld), undertake
any
such action which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests
of
the Holders of the Certificates hereunder. In such event, the legal expenses
and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund and the Master Servicer shall be
entitled to be reimbursed therefor out of the Distribution Account as provided
by Section 4.05. Nothing in this Subsection 7.04(d) shall affect the Master
Servicer’s obligation to supervise, or to take such actions as are necessary to
ensure, the servicing and administration of the Mortgage Loans pursuant to
Subsection 3.01(a).
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer
shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course
of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential
liabilities.
Section
7.05 Master
Servicer Not to Resign.
Except
as
provided in Section 7.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except upon a determination that
any
such duties hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured; provided, however, in the event that the
Securities Administrator resigns or is terminated or removed in accordance
with
the provisions hereof, the Master Servicer shall resign. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Independent Counsel addressed to the Trustee to such effect delivered
to the Trustee. No such resignation by the Master Servicer shall become
effective until EMC or the Trustee or a successor to the Master Servicer
reasonably satisfactory to the Trustee shall have assumed the responsibilities
and obligations of the Master Servicer in accordance with Section 8.02 hereof.
The Trustee shall notify the Rating Agencies of the resignation of the Master
Servicer.
Section
7.06 Successor
Master Servicer.
In
connection with the appointment of any successor master servicer or the
assumption of the duties of the Master Servicer, EMC or the Trustee may make
such arrangements for the compensation of such successor master servicer out
of
payments on the Mortgage Loans as EMC or the Trustee and such successor master
servicer shall agree. If the successor master servicer does not agree that
such
market value is a fair price, such successor master servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single-family mortgage loans. Notwithstanding the foregoing, the compensation
payable to a successor master servicer may not exceed the compensation which
the
Master Servicer would have been entitled to retain if the Master Servicer had
continued to act as Master Servicer hereunder.
Section
7.07 Sale
and Assignment of Master Servicing.
The
Master Servicer may sell and assign its rights and delegate its duties and
obligations in its entirety as Master Servicer under this Agreement and EMC
may
terminate the Master Servicer without cause and select a new Master Servicer;
provided, however, that: (i) the purchaser or transferee accepting such
assignment and delegation (a) shall be a Person which shall be qualified to
service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net
worth
of not less than $10,000,000 (unless otherwise approved by each Rating Agency
pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the
Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute
and deliver to the Trustee an agreement, in form and substance reasonably
satisfactory to the Trustee, which contains an assumption by such Person of
the
due and punctual performance and observance of each covenant and condition
to be
performed or observed by it as master servicer under this Agreement, any
custodial agreement from and after the effective date of such agreement; (ii)
each Rating Agency shall be given prior written notice of the identity of the
proposed successor to the Master Servicer and each Rating Agency’s rating of the
Certificates in effect immediately prior to such assignment, sale and delegation
will not be downgraded, qualified or withdrawn as a result of such assignment,
sale and delegation, as evidenced by a letter to such effect delivered to the
Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling
the master servicing shall deliver to the Trustee an Officer’s Certificate and
an Opinion of Independent Counsel addressed to the Trustee, each stating that
all conditions precedent to such action under this Agreement have been completed
and such action is permitted by and complies with the terms of this Agreement;
and (iv) in the event the Master Servicer is terminated without cause by EMC,
EMC shall pay the terminated Master Servicer a termination fee equal to 0.25%
of
the aggregate Scheduled Principal Balance of the Mortgage Loans at the time
the
master servicing of the Mortgage Loans is transferred to the successor Master
Servicer. No such assignment or delegation shall affect any liability of the
Master Servicer arising prior to the effective date thereof.
ARTICLE
VIII
Section
8.01 Events
of Default.
“Event
of
Default,” wherever used herein, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) and only with respect to the defaulting
Master Servicer:
(i) Any
failure by the Master Servicer to remit to the Securities Administrator any
amounts received or collected by the Master Servicer in respect of the Mortgage
Loans and required to be remitted by it (other than any Advance) pursuant to
this Agreement, which failure shall continue unremedied for one Business Day
after the date on which written notice of such failure shall have been given
to
the Master Servicer by the Trustee or the Depositor, or to the Trustee and
the
Master Servicer by the Holders of Certificates evidencing not less than 25%
of
the Voting Rights evidenced by the Certificates; or
(ii) The
Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed
by
it, which covenants and agreements materially affect the rights of Holders
of
the Certificates, and such failure continues unremedied for a period of 60
days
after the date on which written notice of such failure, properly requiring
the
same to be remedied, shall have been given to the Master Servicer by the Trustee
or to the Master Servicer and the Trustee by the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of
the
Trust Fund; or
(iii) There
is
entered against the Master Servicer a decree or order by a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree or
order is unstayed and in effect for a period of 60 consecutive days, or an
involuntary case is commenced against the Master Servicer under any applicable
insolvency or reorganization statute and the petition is not dismissed within
60
days after the commencement of the case; or
(iv) The
Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
substantially all of its property; or the Master Servicer admits in writing
its
inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes
an
assignment for the benefit of its creditors, or voluntarily suspends payment
of
its obligations;
(v) The
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 7.05 or 7.07; or
(vi) The
Master Servicer fails to deposit or cause to be deposited, in the Distribution
Account any Monthly Advance required to be made by the Master Servicer (other
than a Nonrecoverable Advance) by the close of business on the Business Day
prior to the related Distribution Date.
In
each
and every such case, so long as such Event of Default with respect to the Master
Servicer shall not have been remedied, either the Trustee or the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less
than
51% of the principal of the Trust Fund, by notice in writing to the Master
Servicer (and to the Trustee if given by such Holders of the Certificates),
with
a copy to the Rating Agencies, and with the consent of EMC, may terminate all
of
the rights and obligations (but not the liabilities) of the Master Servicer
under this Agreement and in and to the Mortgage Loans and/or the REO Property
serviced by the Master Servicer and the proceeds thereof. Upon the receipt
by
the Master Servicer of the written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates, the
Mortgage Loans, REO Property or under any other related agreements (but only
to
the extent that such other agreements relate to the Mortgage Loans or related
REO Property) shall, subject to Section 8.02, automatically and without further
action pass to and be vested in the Trustee pursuant to this Section 8.01;
and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer as attorney-in-fact or otherwise,
any and all documents and other instruments and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice
of
termination, whether to complete the transfer and endorsement or assignment
of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer’s rights and obligations hereunder, including, without limitation, the
transfer to the Trustee of (i) the property and amounts which are then or should
be part of the Trust or which thereafter become part of the Trust; and (ii)
originals or copies of all documents of the Master Servicer reasonably requested
by the Trustee to enable it to assume the Master Servicer’s duties thereunder.
All reasonable and properly documented costs and expenses incurred by the
Trustee in connection with such transfer shall be reimbursed to the Trustee
by
the Master Servicer within 30 days of request therefor or, if the Master
Servicer fails to pay any such amount, reimbursed from amounts on deposit in
the
Distribution Amount. In addition to any other amounts which are then, or,
notwithstanding the termination of its activities under this Agreement, may
become payable to the Master Servicer under this Agreement, the Master Servicer
shall be entitled to receive, out of any amount received on account of a
Mortgage Loan or related REO Property, that portion of such payments which
it
would have received as reimbursement under this Agreement if notice of
termination had not been given. The termination of the rights and obligations
of
the Master Servicer shall not affect any obligations incurred by the Master
Servicer prior to such termination.
Notwithstanding
the foregoing, if an Event of Default described in clause (vi) of this Section
8.01 shall occur and the Securities Administrator fails to make such Advance
described in clause (vi) of Section 8.01, the Trustee upon receiving notice
or
becoming aware of such failure, and pursuant to the applicable terms of this
Agreement, shall, by notice in writing to the Master Servicer, which may be
delivered by telecopy, immediately terminate all of the rights and obligations
of the Master Servicer thereafter arising under this Agreement, but without
prejudice to any rights it may have as a Holder of the Certificates or to
reimbursement of Monthly Advances and other advances of its own funds, and
the
Trustee shall act as provided in Section 8.02 to carry out the duties of the
Master Servicer, including the obligation to make any Monthly Advance the
nonpayment of which was an Event of Default described in clause (vi) of this
Section 8.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.
Section
8.02 Trustee
to Act; Appointment of Successor.
(a) Upon
the
receipt by the Master Servicer of a notice of termination pursuant to Section
8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect
that the Master Servicer is legally unable to act or to delegate its duties
to a
Person which is legally able to act, the Trustee shall automatically become
the
successor in all respects to the Master Servicer in its capacity under this
Agreement and the transactions set forth or provided for herein and shall
thereafter have all the rights and powers of, and be subject to all the
responsibilities, duties, liabilities and limitations on liabilities relating
thereto placed on the Master Servicer by the terms and provisions hereof
(including the requirement to make Monthly Advances pursuant to Section 6.06);
provided, however, that the Trustee shall have no obligation whatsoever with
respect to any liability (other than advances deemed recoverable and not
previously made) incurred by the Master Servicer at or prior to the time of
termination. As compensation therefor, the Trustee shall be entitled to
compensation which the Master Servicer would have been entitled to retain if
the
Master Servicer had continued to act hereunder, except for those amounts due
the
Master Servicer as reimbursement permitted under this Agreement for advances
previously made or expenses previously incurred. Notwithstanding the above,
the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution which is a Xxxxxx
Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the
Master Servicer only, having a net worth of not less than $10,000,000, as the
successor to the Master Servicer hereunder in the assumption of all or any
part
of the responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, that the Trustee shall obtain a letter from each Rating Agency that
the ratings, if any, on each of the Certificates will not be lowered as a result
of the selection of the successor to the Master Servicer. Pending appointment
of
a successor to the Master Servicer hereunder, the Trustee shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of
such
successor out of payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that the provisions of Section 7.06 shall apply,
the
compensation shall not be in excess of that which the Master Servicer would
have
been entitled to if the Master Servicer had continued to act hereunder, and
that
such successor shall undertake and assume the obligations of the Master Servicer
to pay compensation to any third Person acting as an agent or independent
contractor in the performance of master servicing responsibilities hereunder.
The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
(b) If
the
Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and
not
in its capacity as Trustee and, accordingly, the provisions of Article IX shall
be inapplicable to the Trustee in its duties as the successor to the Master
Servicer in the servicing of the Mortgage Loans (although such provisions shall
continue to apply to the Trustee in its capacity as Trustee); the provisions
of
Article VII, however, shall apply to it in its capacity as successor master
servicer.
Section
8.03 Notification
to Certificateholders.
Upon
any
termination or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Holders of the Certificates at
their
respective addresses appearing in the Certificate Register and to the Rating
Agencies.
Section
8.04 Waiver
of Defaults.
The
Trustee shall transmit by mail to all Holders of the Certificates, within 60
days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default. The Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of
the
Trust Fund may, on behalf of all Holders of the Certificates, waive any default
by the Master Servicer in the performance of its obligations hereunder and
the
consequences thereof, except a default in the making of or the causing to be
made any required distribution on the Certificates, which default may only
be
waived by Holders of Certificates evidencing Fractional Undivided Interests
aggregating 100% of the Trust Fund. Upon any such waiver of a past default,
such
default shall be deemed to cease to exist, and any Event of Default arising
therefrom shall be deemed to have been timely remedied for every purpose of
this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
The Trustee shall give notice of any such waiver to the Rating
Agencies.
Section
8.05 List
of Certificateholders.
Upon
written request of three or more Holders of Certificates of record, for purposes
of communicating with other Holders of Certificates with respect to their rights
under this Agreement, the Certificate Registrar will afford such
Certificateholders access during business hours to the most recent list of
related Certificateholders held by the Certificate Registrar.
ARTICLE
IX
Concerning
the Trustee and the Securities Administrator
Section
9.01 Duties
of Trustee and Securities Administrator.
(a) The
Trustee, prior to the occurrence of an Event of Default and after the curing
or
waiver of all Events of Default which may have occurred, and the Securities
Administrator each undertake to perform such duties and only such duties as
are
specifically set forth in this Agreement as duties of the Trustee and the
Securities Administrator, respectively. If an Event of Default has occurred
and
has not been cured or waived, the Trustee shall exercise such of the rights
and
powers vested in it by this Agreement use the same degree of care and skill
in
their exercise, as a prudent person would exercise under the circumstances
in
the conduct of his own affairs.
(b) Upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be
furnished to the Trustee and the Securities Administrator pursuant to any
provision of this Agreement, the Trustee and the Securities Administrator,
respectively, shall examine them to determine whether they are on their face
in
the form required by this Agreement; provided, however, that neither the Trustee
nor the Securities Administrator shall be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished hereunder; provided, further, that neither
the Trustee nor the Securities Administrator shall be responsible for the
accuracy or verification of any calculation provided to it pursuant to this
Agreement.
(c) On
each
Distribution Date, the Paying Agent shall make monthly distributions and the
final distribution to the related Certificateholders from funds in the
Distribution Account, as provided in Sections 6.01 and 10.01 herein based solely
on the report of the Securities Administrator.
(d) No
provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however,
that:
(i) Prior
to
the occurrence of an Event of Default, and after the curing or waiver of all
such Events of Default which may have occurred, the duties and obligations
of
the Trustee and the Securities Administrator shall be determined solely by
the
express provisions of this Agreement, neither the Trustee nor the Securities
Administrator shall be liable except for the performance of their respective
duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against
the
Trustee or the Securities Administrator and, in the absence of bad faith on
the
part of the Trustee or the Securities Administrator, respectively, the Trustee
or the Securities Administrator, respectively, may conclusively rely, as to
the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee or the Securities
Administrator, respectively, and conforming to the requirements of this
Agreement;
(ii) Neither
the Trustee nor the Securities Administrator shall be liable in its individual
capacity for an error of judgment made in good faith by a Responsible Officer
or
Responsible Officers of the Trustee or an officer of the Securities
Administrator, respectively, unless it shall be proved that the Trustee or
the
Securities Administrator, respectively, was negligent in ascertaining the
pertinent facts;
(iii) Neither
the Trustee nor the Securities Administrator shall be liable with respect to
any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the directions of the Holders of Certificates evidencing Fractional
Undivided Interests aggregating not less than 25% of the portion of the Trust
Fund related to such Certificates, if such action or non-action relates to
the
time, method and place of conducting any proceeding for any remedy available
to
the Trustee or the Securities Administrator, respectively, or exercising any
trust or other power conferred upon the Trustee or the Securities Administrator,
respectively, under this Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default or Event of Default unless a Responsible Officer of
the
Trustee’s Corporate Trust Office shall have actual knowledge thereof. In the
absence of such notice, the Trustee may conclusively assume there is no such
default or Event of Default;
(v) The
Trustee shall not in any way be liable by reason of any insufficiency in any
Account held by or in the name of Trustee unless it is determined by a court
of
competent jurisdiction that the Trustee’s gross negligence or willful misconduct
was the primary cause of such insufficiency (except to the extent that the
Trustee is obligor and has defaulted thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
or the Securities Administrator be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee or the Securities Administrator, respectively,
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action;
(vii) None
of
the Securities Administrator, the Depositor or the Trustee shall be responsible
for the acts or omissions of the other, it being understood that this Agreement
shall not be construed to render them partners, joint venturers or agents of
one
another and
(viii) Neither
the Trustee nor the Securities Administrator shall be required to expend or
risk
its own funds or otherwise incur financial liability in the performance of
any
of its duties hereunder, or in the exercise of any of its rights or powers,
if
there is reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to
it, and none of the provisions contained in this Agreement shall in any event
require the Trustee or the Securities Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer under the Servicing Agreements, except during such time, if
any,
as the Trustee shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Master Servicer in accordance with the terms
of
this Agreement.
(e) All
funds
received by the Master Servicer and the Paying Agent and required to be
deposited in the Distribution Account pursuant to this Agreement will be
promptly so deposited by the Master Servicer or the Paying Agent, as
applicable.
(f) Except
for those actions that the Trustee or the Securities Administrator is required
to take hereunder, neither the Trustee nor the Securities Administrator shall
have any obligation or liability to take any action or to refrain from taking
any action hereunder in the absence of written direction as provided
hereunder.
Section
9.02 Certain
Matters Affecting the Trustee and the Securities Administrator.
Except
as
otherwise provided in Section 9.01:
(i) The
Trustee and the Securities Administrator may rely and shall be protected in
acting or refraining from acting in reliance on any resolution, certificate
of
the Depositor, the Master Servicer or a Servicer, certificate of auditors or
any
other certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it to
be
genuine and to have been signed or presented by the proper party or
parties;
(ii) The
Trustee and the Securities Administrator may consult with counsel and any advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;
(iii) Neither
the Trustee nor the Securities Administrator shall be under any obligation
to
exercise any of the trusts or powers vested in it by this Agreement, other
than
its obligation to give notices pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. Nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence
of an
Event of Default of which a Responsible Officer of the Trustee has actual
knowledge (which has not been cured or waived), to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care
and skill in their exercise, as a prudent person would exercise under the
circumstances in the conduct of his own affairs;
(iv) Prior
to
the occurrence of an Event of Default hereunder and after the curing or waiver
of all Events of Default which may have occurred, neither the Trustee nor the
Securities Administrator shall be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;
(v) Neither
the Trustee nor the Securities Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do
so
by Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 25% of the portion of the Trust Fund related to such Certificates,
and provided that the payment within a reasonable time to the Trustee or the
Securities Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Securities Administrator, as applicable,
reasonably assured to the Trustee or the Securities Administrator, as
applicable, by the security afforded to it by the terms of this Agreement.
The
Trustee or the Securities Administrator may require reasonable indemnity against
such expense or liability as a condition to taking any such action. The
reasonable expense of every such examination shall be paid by the related
Certificateholders requesting the investigation;
(vi) The
Trustee and the Securities Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or through Affiliates,
agents or attorneys; provided, however, that the Trustee may not appoint any
agent to perform its custodial functions with respect to the Mortgage Files
or
paying agent functions under this Agreement without the express written consent
of the Master Servicer, which consent will not be unreasonably withheld. Neither
the Trustee nor the Securities Administrator shall be liable or responsible
for
the misconduct or negligence of any of the Trustee’s or the Securities
Administrator’s agents or attorneys or a custodian or paying agent appointed
hereunder by the Trustee or the Securities Administrator with due care and,
when
required, with the consent of the Master Servicer;
(vii) Should
the Trustee or the Securities Administrator deem the nature of any action
required on its part, to be unclear, the Trustee or the Securities
Administrator, respectively, may require prior to such action that it be
provided by the Depositor with reasonable further instructions;
(viii) The
right
of the Trustee or the Securities Administrator to perform any discretionary
act
enumerated in this Agreement shall not be construed as a duty, and neither
the
Trustee nor the Securities Administrator shall be accountable for other than
its
negligence or willful misconduct in the performance of any such
act;
(ix) Neither
the Trustee nor the Securities Administrator shall be required to give any
bond
or surety with respect to the execution of the trust created hereby or the
powers granted hereunder, except as provided in Subsection 9.07;
and
(x) Neither
the Trustee nor the Securities Administrator shall have any duty to conduct
any
affirmative investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by the Seller pursuant to this Agreement or
the
Mortgage Loan Purchase Agreement, as applicable, or the eligibility of any
Mortgage Loan for purposes of this Agreement.
Section
9.03 Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Certificate Registrar on such Certificates) shall be
taken as the statements of the Depositor, and neither the Trustee, nor the
Custodian on its behalf, nor the Securities Administrator shall have any
responsibility for their correctness. Neither the Trustee nor the Securities
Administrator makes any representation as to the validity or sufficiency of
the
Certificates (other than the signature and countersignature of the Certificate
Registrar on the such Certificates) or of any Mortgage Loan; provided, however,
that the foregoing shall not relieve the Trustee, or the Custodian on its
behalf, of the obligation to review the Mortgage Files pursuant to Sections
2.02
and 2.04. The Securities Administrator’s signature and countersignature (or
countersignature of its agent) on the Certificates shall be solely in its
capacity as Securities Administrator and shall not constitute the Certificates
an obligation of the Securities Administrator in any other capacity. Neither
the
Trustee or the Securities Administrator shall be accountable for the use or
application by the Depositor of any of the Certificates or of the proceeds
of
such Certificates, or for the use or application of any funds paid to the
Depositor with respect to the Mortgage Loans. Neither the Trustee nor the
Securities Administrator shall be responsible for the legality or validity
of
this Agreement or any document or instrument relating to this Agreement, the
validity of the execution of this Agreement or of any supplement hereto or
instrument of further assurance, or the validity, priority, perfection or
sufficiency of the security for the Certificates issued hereunder or intended
to
be issued hereunder. Neither the Trustee nor the Securities Administrator shall
at any time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Mortgage or any Mortgage Loan,
or
the perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of either
Trust Fund, or any portion of either Trust Fund or its ability to make the
payments to be distributed to Certificateholders, under this Agreement. Neither
the Trustee nor the Securities Administrator shall have any responsibility
for
filing any financing statement or continuation statement in any public office
at
any time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to record this
Agreement.
Section
9.04 Trustee
and Securities Administrator May Own Certificates.
The
Trustee and the Securities Administrator in its individual capacity or in any
capacity other than as Trustee hereunder may become the owner or pledgee of
any
Certificates with the same rights it would have if it were not Trustee or the
Securities Administrator, as applicable, and may otherwise deal with the parties
hereto.
Section
9.05 Trustee’s
and Securities Administrator’s Fees and Expenses.
The
fees
of the Trustee shall be paid in accordance with a side letter agreement between
the Trustee and the Master Servicer. With respect to the Trust Fund, the
Securities Administrator shall be entitled to receive a fee payable by the
Master Servicer and as agreed to between the Securities Administrator and the
Master Servicer in a separate agreement. In addition, the Trustee and the
Securities Administrator will be entitled to recover, from the Distribution
Account pursuant to Section 4.05 with respect to the Certificates all reasonable
out-of-pocket expenses, indemnification payments, disbursements and advances
and
the expenses of the Trustee and the Securities Administrator, respectively,
in
connection with any Event of Default, any breach of this Agreement or any claim
or legal action (including any pending or threatened claim or legal action)
or
incurred or made by the Trustee or the Securities Administrator, respectively,
in the administration of the trusts hereunder (including the reasonable
compensation, expenses and disbursements of its counsel) except any such
expense, disbursement or advance as may arise from its negligence or intentional
misconduct or which is the responsibility of the Certificateholders. If funds
in
the Distribution Account are insufficient therefor, the Trustee and the
Securities Administrator shall recover such expenses from the Depositor and
the
Depositor hereby agrees to pay such expenses, disbursements or advances upon
demand. Such compensation and reimbursement obligation shall not be limited
by
any provision of law in regard to the compensation of a trustee of an express
trust.
Section
9.06 Eligibility
Requirements for Trustee and Securities Administrator.
The
Trustee and any successor Trustee and the Securities Administrator and any
successor Securities Administrator shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association
organized and doing business under the laws of such state or the United States
of America, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to
supervision or examination by federal or state authority and, in the case of
the
Trustee, rated “BBB” or higher by S&P or Fitch and “Baa2” or higher by
Xxxxx’x with respect to their long-term rating and rated “BBB” or higher by
S&P or Fitch and “Baa2” or higher by Xxxxx’x with respect to any outstanding
long-term unsecured unsubordinated debt, and, in the case of a successor Trustee
or successor Securities Administrator other than pursuant to Section 9.10,
rated
in one of the two highest long-term debt categories of, or otherwise acceptable
to, each of the Rating Agencies. If the Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 9.06
the combined capital and surplus of such corporation shall be deemed to be
its
total equity capital (combined capital and surplus) as set forth in its most
recent report of condition so published. In case at any time the Trustee or
the
Securities Administrator shall cease to be eligible in accordance with the
provisions of this Section 9.06, the Trustee or the Securities Administrator
shall resign immediately in the manner and with the effect specified in Section
9.08.
The
Securities Administrator (i) may not be the Seller, an originator of any of
the
Mortgage Loans, the Master Servicer, a Servicer, the Depositor or an affiliate
of the Depositor unless the Securities Administrator is in an institutional
trust department of Xxxxx Fargo, N.A., (ii) must be authorized to exercise
corporate trust powers under the laws of its jurisdiction of organization,
and
(iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or
the equivalent rating by S&P or Xxxxx’x, or such other rating as is
acceptable to Fitch as provided in writing. If no successor Securities
Administrator shall have been appointed by the Depositor and shall have accepted
appointment within 60 days after the Securities Administrator ceases to be
the
Securities Administrator pursuant to this Section 9.06, then the Trustee shall
perform the duties of the Securities Administrator pursuant to this Agreement.
The Trustee shall notify the Rating Agencies of any change of Securities
Administrator. In such event, the Trustee shall assume all of the rights and
obligations of the Securities Administrator hereunder arising thereafter except
that the Trustee shall not be (i) liable for losses of the predecessor
Securities Administrator or any acts or omissions of the predecessor Securities
Administrator hereunder or (ii) deemed to have made any representations and
warranties of the Securities Administrator made herein. The Trustee shall not
be
accountable, shall have no liability and makes no representation as to any
acts
or omissions hereunder of the Securities Administrator until such time as the
Trustee may be required to act as successor Securities Administrator pursuant
to
this Section 9.06 and thereupon only for the acts or omissions of the Trustee
as
successor Securities Administrator.
The
Trustee or successor Securities Administrator shall be entitled to be reimbursed
from the Master Servicer for all reasonable costs and expenses associated with
the transfer of the duties of the Securities Administrator from the predecessor
Securities Administrator, including, without limitation, any costs or expenses
associated with the complete transfer of all Securities Administrator data
as
may be required by the Trustee or successor Securities Administrator to correct
any errors or insufficiencies in such Securities Administrator data or otherwise
to enable the Trustee or successor Securities Administrator to perform the
duties of the Securities Administrator properly and effectively.
Section
9.07 Insurance.
The
Trustee, the Paying Agent and the Securities Administrator, at their own
expense, shall at all times maintain and keep in full force and effect: (i)
fidelity insurance, (ii) theft of documents insurance and (iii) forgery
insurance (which may be collectively satisfied by a “Financial Institution Bond”
and/or a “Bankers’ Blanket Bond”). All such insurance shall be in amounts, with
standard coverage and subject to deductibles, as are customary for insurance
typically maintained by banks or their affiliates which act as custodians for
investor-owned mortgage pools. A certificate of an officer of the Trustee,
the
Paying Agent or the Securities Administrator as to the Trustee’s, the Paying
Agent’s or the Securities Administrator’s, respectively, compliance with this
Section 9.07 shall be furnished to any Certificateholder upon reasonable written
request.
Section
9.08 Resignation
and Removal of the Trustee and Securities Administrator.
(a) The
Trustee and the Securities Administrator may at any time resign (including,
in
the case of the Securities Administrator, in connection with the resignation
or
termination of the Master Servicer) and be discharged from the Trust hereby
created by giving written notice thereof to the Depositor, the Seller, the
Securities Administrator (or the Trustee, if the Securities Administrator
resigns) and the Master Servicer, with a copy to the Rating Agencies. Upon
receiving such notice of resignation, the Depositor shall promptly appoint
a
successor trustee or successor securities administrator, as applicable, by
written instrument, in triplicate, one copy of which instrument shall be
delivered to each of the resigning trustee or securities administrator, as
applicable, and the successor trustee or securities administrator, as
applicable. If no successor trustee or successor securities administrator shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Securities
Administrator may petition any court of competent jurisdiction for the
appointment of a successor trustee or securities administrator.
(b) If
at any
time the Trustee, the Paying Agent or the Securities Administrator shall cease
to be eligible in accordance with the provisions of Section 9.06 and shall
fail
to resign after written request therefor by the Depositor or if at any time
the
Trustee, the Paying Agent or the Securities Administrator shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee, the Paying Agent or the Securities Administrator, as applicable, or
of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee, the Paying Agent or the Securities Administrator, as
applicable, or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor shall promptly remove the
Trustee, or shall be entitled to remove the Paying Agent or the Securities
Administrator, as applicable, and appoint a successor Trustee or Securities
Administrator, as applicable, by written instrument, in triplicate, one copy
of
which instrument shall be delivered to each of the Trustee, the Paying Agent
or
Securities Administrator, as applicable, so removed, the successor Trustee
or
Securities Administrator, as applicable.
(c) The
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the portion of the Trust Fund related to such Certificates,
may at any time remove the Trustee, the Paying Agent or the Securities
Administrator and appoint a successor Trustee, Paying Agent or Securities
Administrator for the related Trust Fund by written instrument or instruments,
in quadruplicate, signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the
Depositor, , the Paying Agent, the Master Servicer, the Securities Administrator
(if the Trustee or Paying Agent is removed), the Trustee (if the Securities
Administrator is removed), and the Trustee or Securities Administrator so
removed and the successor so appointed. In the event that the Trustee, the
Paying Agent or Securities Administrator is removed by the Holders of
Certificates in accordance with this Section 9.08(c), the Holders of such
Certificates shall be responsible for paying any compensation payable to a
successor Trustee, successor Paying Agent or successor Securities Administrator,
in excess of the amount paid to the predecessor Trustee, predecessor Paying
Agent or predecessor Securities Administrator, as applicable.
(d) No
resignation or removal of the Trustee, the Paying Agent or the Securities
Administrator and appointment of a successor Trustee, successor Paying Agent
or
Securities Administrator pursuant to any of the provisions of this Section
9.08
shall become effective except upon appointment of and acceptance of such
appointment by the successor Trustee, successor Paying Agent or Securities
Administrator as provided in Section 9.09.
Section
9.09 Successor
Trustee and Successor Securities Administrator.
(a) Any
successor Trustee, Paying Agent or Securities Administrator appointed as
provided in Section 9.08 shall execute, acknowledge and deliver to the Depositor
and to its predecessor Trustee, Paying Agent or Securities Administrator an
instrument accepting such appointment hereunder. The resignation or removal
of
the predecessor Trustee, Paying Agent or Securities Administrator shall then
become effective and such successor Trustee, Paying Agent or Securities
Administrator, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee, Paying Agent
or
Securities Administrator herein. The predecessor Trustee, Paying Agent or
Securities Administrator shall after payment of its outstanding fees and
expenses promptly deliver to the successor Trustee, Paying Agent or Securities
Administrator, as applicable, all assets and records of the Trust held by it
hereunder, and the Depositor and the predecessor Trustee, Paying Agent or
Securities Administrator, as applicable, 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 or
Securities Administrator, as applicable, all such rights, powers, duties and
obligations.
(b) No
successor Trustee, Paying Agent or Securities Administrator shall accept
appointment as provided in this Section 9.09 unless at the time of such
acceptance such successor Trustee, Paying Agent or Securities Administrator
shall be eligible under the provisions of Section 9.06.
(c) Upon
acceptance of appointment by a successor trustee, paying agent or securities
administrator as provided in this Section 9.09, the successor trustee, paying
agent or securities administrator shall mail notice of the succession of such
trustee, paying agent or securities administrator hereunder to all
Certificateholders at their addresses as shown in the Certificate Register
and
to the Rating Agencies. The Depositor shall cause such notice to be mailed
at
the expense of the Trust Fund.
Section
9.10 Merger
or Consolidation of Trustee or Securities Administrator.
Any
state
bank or trust company or national banking association into which the Trustee,
the Paying Agent or the Securities Administrator may be merged or converted
or
with which it may be consolidated or any state bank or trust company or national
banking association resulting from any merger, conversion or consolidation
to
which the Trustee, Paying Agent or the Securities Administrator, respectively,
shall be a party, or any state bank or trust company or national banking
association succeeding to all or substantially all of the corporate trust
business of the Trustee, Paying Agent or the Securities Administrator,
respectively, shall be the successor of the Trustee, Paying Agent or the
Securities Administrator, respectively, hereunder, provided such state bank
or
trust company or national banking association shall be eligible under the
provisions of Section 9.06. Such succession shall be valid without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
Section
9.11 Appointment
of Co-Trustee or Separate Trustee.
(a) Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust or property
constituting the same may at the time be located, the Depositor and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee and the
Depositor to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust, and
to
vest in such Person or Persons, in such capacity, such title to the Trust,
or
any part thereof, and, subject to the other provisions of this Section 9.11,
such powers, duties, obligations, rights and trusts as the Depositor and the
Trustee may consider necessary or desirable.
(b) If
the
Depositor shall not have joined in such appointment within 15 days after the
receipt by it of a written request so to do, the Trustee shall have the power
to
make such appointment without the Depositor.
(c) No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor Trustee under Section 9.06 hereunder and no notice
to
Certificateholders of the appointment of co-trustee(s) or separate trustee(s)
shall be required under Section 9.08 hereof.
(d) In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.11, all rights, powers, duties and obligations conferred or imposed
upon the Trustee and required to be conferred on such co-trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly, except to the extent that under any
law
of any jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts,
in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust or any portion thereof in any such jurisdiction) shall
be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.
(e) Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
IX.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(f) To
the
extent not prohibited by law, any separate trustee or co-trustee may, at any
time, request the Trustee, its agent or attorney-in-fact, with full power and
authority, to do any lawful act under or with respect to this Agreement on
its
behalf and in its name. If any separate trustee or co-trustee shall die, become
incapable of acting, resign or be removed, all of its estates, properties
rights, remedies and trusts shall vest in and be exercised by the Trustee,
to
the extent permitted by law, without the appointment of a new or successor
Trustee.
(g) No
trustee under this Agreement shall be personally liable by reason of any act
or
omission of another trustee under this Agreement. The Depositor and the Trustee
acting jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.
Section
9.12 Federal
Information Returns and Reports to Certificateholders; REMIC
Administration.
(a) For
federal income tax purposes, the taxable year of each REMIC shall be a calendar
year and the Securities Administrator shall maintain or cause the maintenance
of
the books of each such REMIC on the accrual method of accounting.
(b) The
Securities Administrator shall prepare and file or cause to be filed with the
Internal Revenue Service, and the Trustee shall sign, federal tax information
returns or elections required to be made hereunder with respect to each REMIC,
each Trust Fund, if applicable, and the Certificates containing such information
and at the times and in the manner as may be required by the Code or applicable
Treasury regulations, and shall furnish to each Holder of Certificates at any
time during the calendar year for which such returns or reports are made such
statements or information at the times and in the manner as may be required
thereby, including, without limitation, reports relating to interest, original
issue discount and market discount or premium (using a constant prepayment
assumption of 300% PSA as described in the prospectus supplement relating to
the
Offered Certificates). The Securities Administrator will apply for an Employee
Identification Number from the Internal Revenue Service under Form SS-4 or
any
other acceptable method for all tax entities. In connection with the foregoing,
the Securities Administrator shall timely prepare and file, and the Trustee
shall sign, Internal Revenue Service Form 8811, which shall provide the name
and
address of the person who can be contacted to obtain information required to
be
reported to the holders of regular interests in each REMIC (the ““REMIC Reporting
Agent”). The Trustee shall make elections to treat each REMIC as a REMIC (which
elections shall apply to the taxable period ending December 31, 2006 and each
calendar year thereafter) in such manner as the Code or applicable Treasury
regulations may prescribe, and as described by the Securities Administrator.
The
Trustee shall sign all tax information returns filed pursuant to this Section
and any other returns as may be required by the Code. The Holder of the Class
R-1 Certificate is hereby designated as the “Tax Matters Person” (within the
meaning of Treasury Regulation Section 1.860F-4(d)) for REMIC I, the Holder
of
the Class R-2 Certificate is hereby designated as the “Tax Matters
Person” for
REMIC II, and the Holder of the Class R-3 Certificate is hereby designated
as
the “Tax
Matters Person” for REMIC
III.
The Securities Administrator is hereby designated and appointed as the agent
of
each such Tax Matters Person. Any Holder of a Residual Certificate will by
acceptance thereof appoint the Securities Administrator as agent and
attorney-in-fact for the purpose of acting as Tax Matters Person for each REMIC
during such time as the Securities Administrator does not own any such Residual
Certificate. In the event that the Code or applicable Treasury regulations
prohibit the Trustee from signing tax or information returns or other
statements, or the Securities Administrator from acting as agent for the Tax
Matters Person, the Trustee and the Securities Administrator shall take whatever
action that in their sole good faith judgment is necessary for the proper filing
of such information returns or for the provision of a Tax Matters Person,
including designation of the Holder of a Residual Certificate to sign such
returns or act as Tax Matters Person. Each Holder of a Residual Certificate
shall be bound by this Section.
(c) The
Securities Administrator shall provide upon request and receipt of reasonable
compensation such information as required in Section 860D(a)(6)(B) of the Code
to the Internal Revenue Service, to any Person purporting to transfer a Residual
Certificate to a Person other than a transferee permitted by Section 5.05(b),
and to any regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate, organization described in Section 1381
of the Code, or nominee holding an interest in a pass-through entity described
in Section 860E(e)(6) of the Code, any record holder of which is not a
transferee permitted by Section 5.05(b) (or which is deemed by statute to be
an
entity with a disqualified member).
(d) The
Securities Administrator shall prepare and file or cause to be filed, and the
Trustee shall sign, any state income tax returns required under Applicable
State
Law with respect to each REMIC or the Trust Fund.
(e) Notwithstanding
any other provision of this Agreement, the Trustee and the Securities
Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest, original issue discount or principal
on the Certificates that the Trustee or the Securities Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall
not be required for such withholding. In the event the Trustee or the Securities
Administrator withholds any amount from payments of interest, original issue
discount or principal or advances thereof to any Certificateholder pursuant
to
federal withholding requirements, the Trustee or the Securities Administrator
shall, together with their monthly report to such Certificateholders, indicate
such amount withheld.
(f) The
Trustee and the Securities Administrator agree to indemnify the Trust Fund
and
the Depositor for any taxes and costs including, without limitation, any
reasonable attorneys fees imposed on or incurred by such Trust Fund, the
Depositor or the Master Servicer, as a result of a breach of the Trustee’s
covenants and the Securities Administrator’s covenants, respectively, set forth
in this Section 9.12; provided, however, such liability and obligation to
indemnify in this paragraph shall not be joint and several, and neither the
Trustee nor the Securities Administrator shall be liable or be obligated to
indemnify the Trust Fund for the failure by the other to perform any duty under
this Agreement or the breach by the other of any covenant in this
Agreement.
ARTICLE
X
Section
10.01 Termination
Upon Repurchase by the Depositor or its Designee or Liquidation of the Mortgage
Loans.
(a) Subject
to Section 10.02, the respective obligations and responsibilities of the
Depositor, the Trustee, the Paying Agent, the Master Servicer and the Securities
Administrator created hereby with respect to the Trust Fund and the related
Certificates, other than the obligation of the Paying Agent to make payments
to
related Certificateholders as hereinafter set forth and the indemnification
obligations under Section 7.03 hereof, shall terminate upon:
(i) the
repurchase by or at the direction of the Depositor or its designee of all of
the
Mortgage Loans and all related REO Property remaining at a price (in each case,
the “Termination
Purchase Price”) equal
to the sum
of (a) 100% of the Outstanding Principal Balance of each such Mortgage Loan
(other than a Mortgage Loan related to REO Property) as of the date of
repurchase, net of the principal portion of any unreimbursed Monthly Advances
made by the purchaser, together with interest at the applicable Mortgage
Interest Rate accrued but unpaid to, but not including, the first day of the
month of repurchase, (b) the appraised value of any related REO Property, less
the good faith estimate of the Depositor of liquidation expenses to be incurred
in connection with its disposal thereof (but not more than the Outstanding
Principal Balance of the related Mortgage Loan, together with interest at the
applicable Mortgage Interest Rate accrued on that balance but unpaid to, but
not
including, the first day of the month of repurchase), such appraisal to be
calculated by an appraiser mutually agreed upon by the Depositor and the Trustee
at the expense of the Depositor, (c) unreimbursed out-of pocket costs of the
Master Servicer, including unreimbursed servicing advances and the principal
portion of any unreimbursed Monthly Advances, made on the Mortgage Loans prior
to the exercise of such repurchase right and (d) any unreimbursed costs and
expenses of the Trustee and the Securities Administrator payable pursuant to
Section 9.05 and to the Custodian pursuant to the Custodial Agreement;
or
(ii) the
later
of the making of the final payment or other liquidation, or any advance with
respect thereto, of the last Mortgage Loan remaining in the Trust Fund or the
disposition of all property acquired with respect to any Mortgage Loan;
provided, however, that in the event that an advance has been made, but not
yet
recovered, at the time of such termination, the Person having made such advance
shall be entitled to receive, notwithstanding such termination, any payments
received subsequent thereto with respect to which such advance was made;
or
(iii) the
payment to the Certificateholders of all amounts required to be paid to them
pursuant to this Agreement.
(b) In
no
event, however, shall the portion of the Trust Fund created hereby continue
beyond the earlier of (i) the “latest possible maturity date” specified in
Section 5.01(d) or (ii) the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the
United States to the Court of St. James’s, living on the date of this
Agreement.
(c) The
right
of the Depositor or its designee to repurchase all the assets of the Trust
Fund
as described in Subsection 10.01(a)(i) above shall be exercisable only if (i)
the aggregate Scheduled Principal Balance of the Mortgage Loans in Loan at
the
time of any such repurchase is less than 10% of the Cut-Off Date Balance, and
the or (ii) the Depositor, based upon an Opinion of Counsel addressed to the
Depositor, the Trustee and the Securities Administrator, has determined that
the
REMIC status of REMIC I, REMIC II or REMIC III has been lost or that a
substantial risk exists that such REMIC status will be lost for the then-current
taxable year. At any time thereafter, in the case of (i) or (ii) above, the
Depositor may elect to terminate REMIC I, REMIC II or REMIC III at any time,
and
upon such election, the Depositor or its designee, shall repurchase all the
assets of the Trust Fund described in Subsection 10.01(a)(i) above.
(d) Paying
Agent shall give notice of any termination to the Certificateholders, with
a
copy to the Master Servicer, the Securities Administrator, the Trustee and
the
Rating Agencies, upon which the Certificateholders shall surrender their
Certificates to the Paying Agent for payment of the final distribution and
cancellation. Such notice shall be given by letter, mailed not earlier than
the
l5th day and not later than the 25th day of the month next preceding the month
of such final distribution, and shall specify (i) the Distribution Date upon
which final payment of the related Certificates will be made upon presentation
and surrender of the related Certificates at the office of the Paying Agent
therein designated, (ii) the amount of any such final payment and (iii) that
the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the related
Certificates at the office of the Paying Agent therein specified.
(e) If
the
option of the Depositor to repurchase or cause the repurchase of all the assets
in the Trust Fund as described in Subsection 10.01(a)(i) above, is exercised,
the Depositor and/or its designee shall deliver to the Paying Agent for deposit
in the Distribution Account, by the Business Day prior to the applicable
Distribution Date, an amount equal to the related Termination Purchase Price.
Upon presentation and surrender of the related Certificates by the related
Certificateholders, the Paying Agent shall distribute to such Certificateholders
as directed by the Securities Administrator in writing an amount determined
as
follows: with respect to each related Certificate (other than the Interest
Only
Certificates), the outstanding Current Principal Amount, plus with respect
to
each such Certificate, one month’s interest thereon at the applicable
Pass-Through Rate; and with respect to the Class R Certificates, the percentage
interest evidenced thereby multiplied by the difference, if any, between the
above described repurchase price and the aggregate amount to be distributed
to
the Holders of the Certificates (other than the Class R Certificates). If the
proceeds with respect to the related Mortgage Loans are not sufficient to pay
all of the related Senior Certificates in full, any such deficiency shall be
allocated first, to the related Subordinate Certificates, in inverse order
of
their numerical designations and then to the related Senior Certificates on
a
pro rata basis. Upon deposit of the related Termination Purchase Price and
following such final Distribution Date, the Trustee shall release promptly
to
the Depositor and/or its designee the related Mortgage Files for the remaining
Mortgage Loans, and the related portions of the Accounts with respect thereto
shall terminate, subject to the Paying Agent’s obligation to hold any amounts
payable to the related Certificateholders in trust without interest pending
final distributions pursuant to Subsection 10.01(g). Any other amounts remaining
in the Accounts will belong to the Depositor.
(f) Upon
the
presentation and surrender of the related Certificates, the Paying Agent shall
distribute to the remaining related Certificateholders, pursuant to the written
direction of the Securities Administrator and in accordance with their
respective interests, all related distributable amounts remaining in the
Distribution Account. Upon deposit by the Master Servicer of such distributable
amounts, and following such final Distribution Date, the Paying Agent shall
release promptly to the Depositor or its designee the related Mortgage Files
for
the remaining Mortgage Loans, and the Distribution Account shall terminate,
subject to the Paying Agent’s obligation to hold any amounts payable to the
related Certificateholders in trust without interest pending final distributions
pursuant to this Subsection 10.01(f).
(g) If
not
all of the Certificateholders shall surrender their Certificates for
cancellation within six months after the time specified in the above-mentioned
written notice, the Paying Agent shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice, not all the related Certificates shall have been
surrendered for cancellation, the Paying Agent may take appropriate steps,
or
appoint any agent to take appropriate steps, to contact the related remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
to
this Agreement.
Section
10.02 [Reserved].
(a) If
the
option of the Depositor to repurchase all of the Mortgage Loans and related
properties under Subsection 10.01(a)(i) above is exercised, the Trust Fund
and
each REMIC shall be terminated in accordance with the following additional
requirements, unless the Trustee has been furnished with an Opinion of Counsel
addressed to the Trustee to the effect that the failure of the Trust to comply
with the requirements of this Section 10.03 will not (i) result in the
imposition of taxes on “prohibited transactions” as defined in Section 860F of
the Code on any REMIC or (ii) cause any REMIC to fail to qualify as a REMIC
at
any time that any Certificates are outstanding:
(i) within
90
days prior to the final Distribution Date, at the written direction of the
Depositor, the Trustee, as agent for the respective Tax Matters Persons, shall
adopt a plan of complete liquidation of each REMIC in the case of a termination
under Subsection 10.01(a)(i), provided to it by the Depositor, which meets
the
requirements of a “qualified
liquidation”
under Section 860F of the Code and any regulations thereunder; and
(ii) the
Depositor shall notify the Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time of making of the final payment
on the Certificates, the Trustee shall sell or otherwise dispose of all of
the
remaining assets of the Trust Fund and the REMICs in accordance with the terms
hereof.
(b) By
their
acceptance of the Class R Certificates, the related Holders thereof hereby
(i)
agree to adopt such a plan of complete liquidation of the related REMIC upon
the
written request of the Depositor and to take such action in connection therewith
as may be reasonably requested by the Depositor and (ii) appoint the Depositor
as their attorney-in-fact, with full power of substitution, for purposes of
adopting such a plan of complete liquidation. The Trustee shall adopt such
plan
of liquidation by filing the appropriate statement on the final tax return
of
each REMIC. Upon complete liquidation or final distribution of all of the assets
of the Trust Fund, the Trust Fund and REMIC I, REMIC II and REMIC III shall
terminate.
ARTICLE
XI
Section
11.01 Intent
of Parties.
The
parties intend that each of REMIC I and REMIC II shall be treated as a REMIC
for
federal income tax purposes and that the provisions of this Agreement should
be
construed in furtherance of this intent.
Section
11.02 Amendment.
(a) This
Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Securities Administrator and the Trustee, but without notice
to or
the consent of any of the related Certificateholders, to cure any ambiguity,
to
correct or supplement any provisions herein or therein that may be defective
or
inconsistent with any other provisions herein or therein, to comply with any
changes in the Code, to revise any provision to reflect the obligations of
the
parties to this Agreement as they relate to Regulation AB or to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with the provisions of this Agreement; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel,
addressed to the Trustee, adversely affect in any material respect the interests
of any related Certificateholder or cause any REMIC to fail to qualify as a
REMIC for federal income tax purposes as evidenced by an Opinion of Counsel
addressed to the Trustee but not at the Trustee’s expense.
(b) With
respect to the Certificates, this Agreement may also be amended from time to
time by the Master Servicer, the Depositor, the Securities Administrator and
the
Trustee, and the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 51% of the applicable Class or Classes,
if
such amendment affects only such Class or Classes, for the purpose of adding
any
provisions to or changing in any manner or eliminating any of the provisions
of
this Agreement or of modifying in any manner the rights of the related
Certificateholders; provided, however, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to
any
such amendment, without the consent of the Holders of all Certificates then
outstanding, or (iii) cause any related REMIC to fail to qualify as a REMIC
for
federal income tax purposes, as evidenced by an Opinion of Counsel addressed
to
the Trustee which shall be provided to the Trustee other than at the Trustee’s
expense. Notwithstanding any other provision of this Agreement, for purposes
of
giving or withholding of consents pursuant to this first paragraph of Section
11.02(b), Certificates registered in the name of or held for the benefit of
the
Depositor, the Securities Administrator, the Master Servicer, or the Trustee
or
any Affiliate thereof shall be entitled to vote their Fractional Undivided
Interests with respect to matters affecting such Certificates.
(c) Promptly
after the execution of any such amendment, the Trustee shall furnish a copy
of
such amendment or written notification of the substance of such amendment to
each related Certificateholder, with a copy to the Rating Agencies.
(d) In
the
case of an amendment under the second paragraph of Subsection 11.02(b) above,
it
shall not be necessary for the related Certificateholders to approve the
particular form of such an amendment. Rather, it shall be sufficient if the
related Certificateholders approve the substance of the amendment. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by related Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) Prior
to
the execution of any amendment to this Agreement, the Trustee shall be entitled
to receive and rely upon an Opinion of Counsel addressed to the Trustee stating
that the execution of such amendment is authorized or permitted by this
Agreement. The Trustee and the Securities Administrator may, but shall not
be
obligated to, enter into any such amendment which affects the Trustee’s or the
Securities Administrator’s own respective rights, duties or immunities under
this Agreement.
Section
11.03 Recordation
of Agreement.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the Mortgaged Properties
are situated, and in any other appropriate public recording office or elsewhere.
The Depositor shall effect such recordation, at the expense of the Trust upon
the request in writing of a Certificateholder, but only if such direction is
accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation
would materially and beneficially affect the interests of the Certificateholders
or is required by law.
Section
11.04 Limitation
on Rights of Certificateholders.
(a) The
death
or incapacity of any Certificateholder shall not terminate this Agreement or
the
Trust, nor entitle such Certificateholder’s legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a
partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
(b) Except
as
expressly provided in this Agreement, no Certificateholders shall have any
right
to vote or in any manner otherwise control the operation and management of
the
Trust, or the obligations of the parties hereto, nor shall anything herein
set
forth, or contained in the terms of the Certificates, be construed so as to
establish the Certificateholders from time to time as partners or members of
an
association; nor shall any Certificateholders be under any liability to any
third Person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon,
under or with respect to this Agreement against the Depositor, the Securities
Administrator, the Master Servicer or any successor to any such parties unless
(i) such Certificateholder previously shall have given to the Trustee a written
notice of a continuing default, as herein provided, (ii) the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less
than
51% of the Trust Fund shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs and expenses and liabilities to be incurred therein
or
thereby, and (iii) the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute
any
such action, suit or proceeding.
(d) No
one or
more Certificateholders shall have any right by virtue of any provision of
this
Agreement to affect the rights of any other Certificateholders or to obtain
or
seek to obtain priority or preference over any other such Certificateholder,
or
to enforce any right under this Agreement, except in the manner herein provided
and for the equal, ratable and common benefit of all Certificateholders. For
the
protection and enforcement of the provisions of this Section 11.04, each and
every Certificateholder and the Trustee shall be entitled to such relief as
can
be given either at law or in equity.
Section
11.05 Acts
of Certificateholders.
(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by Certificateholders
may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent duly appointed
in writing. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is expressly required, to the Depositor. Proof of
execution of any such instrument or of a writing appointing any such agent
shall
be sufficient for any purpose of this Agreement and conclusive in favor of
the
Trustee and the Depositor, if made in the manner provided in this Section
11.05.
(b) The
fact
and date of the execution by any Person of any such instrument or writing may
be
proved by the affidavit of a witness of such execution or by a certificate
of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his or her individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his or her authority.
The
fact and date of the execution of any such instrument or writing, or the
authority of the individual executing the same, may also be proved in any other
manner which the Trustee deems sufficient.
(c) The
ownership of Certificates (notwithstanding any notation of ownership or other
writing on such Certificates, except an endorsement in accordance with Section
5.02 made on a Certificate presented in accordance with Section 5.04) shall
be
proved by the Certificate Register, and neither the Trustee, the Securities
Administrator, the Depositor, the Master Servicer nor any successor to any
such
parties shall be affected by any notice to the contrary.
(d) Any
request, demand, authorization, direction, notice, consent, waiver or other
action of the holder of any Certificate shall bind every future holder of the
same Certificate and the holder of every Certificate issued upon the
registration of transfer or exchange thereof, if applicable, or in lieu thereof
with respect to anything done, omitted or suffered to be done by the Trustee,
the Securities Administrator, the Depositor, the Master Servicer or any
successor to any such party in reliance thereon, whether or not notation of
such
action is made upon such Certificates.
(e) In
determining whether the Holders of the requisite percentage of Certificates
evidencing Fractional Undivided Interests have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Certificates
owned by the Trustee, the Securities Administrator, the Depositor, the Master
Servicer or any Affiliate thereof shall be disregarded, except as otherwise
provided in Section 11.02(b) and except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Certificates which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Certificates which have been pledged in good faith to the Trustee, the
Securities Administrator, the Depositor, the Master Servicer or any Affiliate
thereof may be regarded as outstanding if the pledgor establishes to the
satisfaction of the Trustee the pledgor’s right to act with respect to such
Certificates and that the pledgor is not an Affiliate of the Trustee, the
Securities Administrator, the Depositor, or the Master Servicer, as the case
may
be.
Section
11.06 Governing
Law.
THIS
AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO
EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER)
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
11.07 Notices.
All
demands and notices hereunder shall be in writing and shall be deemed given
when
delivered at (including delivery by facsimile) or mailed by registered mail,
return receipt requested, postage prepaid, or by recognized overnight courier,
to (i) in the case of the Depositor, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Vice President-Servicing, telecopier number: (000) 000-0000,
or to such other address as may hereafter be furnished to the other parties
hereto in writing; (ii) in the case of the Trustee, at its Corporate Trust
Office, or such other address as may hereafter be furnished to the other parties
hereto in writing; (iii) in the case of the Seller, 0000 Xxxx Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxx 00000, Attention: President or General Counsel, facsimile
number: (000) 000-0000, or to such other address as may hereafter be furnished
to the other parties hereto in writing; (iv) in the case of the Master Servicer,
Paying Agent, Certificate Registrar (other than in connection with presentment
of Certificates for transfer, exchange or payment) or Securities Administrator,
Xxxxx Fargo Bank, N.A., X.X. Xxx 00, Xxxxxxxx Xxxxxxxx 00000 (or, in the case
of
overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 21045)
(Attention: Corporate Trust Services - Prime 2006-1), facsimile no.: (000)
000-0000, or such other address as may hereafter be furnished to the other
parties hereto in writing; (v) in the case of the Rating Agencies, Fitch, Xxx
Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ABS Monitoring
Department, and Standard & Poor’s, a division of The XxXxxx-Xxxx Companies,
Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other address as may
be
hereafter furnished to the Depositor, Trustee and Master Servicer in writing
by
Fitch. Any notice delivered to the Depositor, the Master Servicer, the
Securities Administrator or the Trustee under this Agreement shall be effective
only upon receipt. Any notice required or permitted to be mailed to a
Certificateholder, unless otherwise provided herein, shall be given by
first-class mail, postage prepaid, at the address of such Certificateholder
as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given when mailed, whether or not the Certificateholder receives such
notice.
Section
11.08 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severed from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the holders thereof.
Section
11.09 Successors
and Assigns.
The
provisions of this Agreement shall be binding upon and inure to the benefit
of
the respective successors and assigns of the parties hereto.
Section
11.10 Article
and Section Headings.
The
article and section headings herein are for convenience of reference only,
and
shall not limit or otherwise affect the meaning hereof.
Section
11.11 Counterparts.
This
Agreement may be executed in two or more counterparts each of which when so
executed and delivered shall be an original but all of which together shall
constitute one and the same instrument.
Section
11.12 Notice
to Rating Agencies.
The
article and section headings herein are for convenience of reference only,
and
shall not limited or otherwise affect the meaning hereof. The Trustee shall
promptly provide notice to each Rating Agency with respect to each of the
following of which a Responsible Officer of the Trustee has actual
knowledge:
1. Any
material change or amendment to this Agreement or the Servicing
Agreements;
2. The
occurrence of any Event of Default that has not been cured;
3. The
resignation or termination of the Master Servicer, the Trustee or the Securities
Administrator;
4. The
repurchase or substitution of Mortgage Loans;
5. The
final
payment to Certificateholders; and
6. Any
change in the location of the Distribution Account.
|
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC., as Depositor
|
|||||||||||||
|
By:
|
/s/ Xxxxx Xxxxxxxxxxx | ||||||||||||
|
Name:
|
Xxxxx Xxxxxxxxxxx | ||||||||||||
|
Title:
|
Vice President | ||||||||||||
|
U.S.
BANK NATIONAL ASSOCIATION, as Trustee
|
|||||||||||||
|
By:
|
/s/ Xxxxx X. Xxxxx | ||||||||||||
|
Name:
|
Xxxxx X. Xxxxx | ||||||||||||
|
Title:
|
Vice President | ||||||||||||
|
XXXXX
FARGO BANK, N.A., as Securities Administrator and Master
Servicer
|
|||||||||||||
|
By:
|
/s/ Xxxxxx X. Xxxxxxx | ||||||||||||
|
Name:
|
Xxxxxx X. Xxxxxxx | ||||||||||||
|
Title:
|
Assistant Vice President | ||||||||||||
|
EMC
MORTGAGE CORPORATION
|
|||||||||||||
|
By:
|
/s/ Xxxxxx Xxxxx | ||||||||||||
|
Name:
|
Xxxxxx Xxxxx | ||||||||||||
|
Title:
|
Senior Vice President | ||||||||||||
Accepted
and Agreed as to
Sections
2.01, 2.02, 2.03, 2.04 and 9.09(c)
in
its
capacity as Seller
EMC
MORTGAGE CORPORATION
|
By:
|
/s/ Xxxxx Xxxxxxxx |
|
Name:
|
Xxxxx Xxxxxxxx |
|
Title:
|
Executive Vice President |
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
31st day of May, 2006 before me, a notary public in and for said State,
personally appeared ___________________, known to me to be a
_______________________ of Structured Asset Mortgage Investments II Inc., the
corporation that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF
|
)
|
On
the
31st day of May, 2006 before me, a notary public in and for said State,
personally appeared ____________, known to me to be a ____________ of U.S.
Bank
National Association, the entity that executed the within instrument, and also
known to me to be the person who executed it on behalf of said entity, and
acknowledged to me that such entity executed the within instrument.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF MARYLAND
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF XXXXXX
|
)
|
On
the
31st day of May, 2006 before me, a notary public in and for said State,
personally appeared Xxxxxx Xxxxxx, known to me to be an Assistant Vice President
of Xxxxx Fargo Bank, N.A., the entity that executed the within instrument,
and
also known to me to be the person who executed it on behalf of said entity,
and
acknowledged to me that such entity executed the within instrument.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF TEXAS
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF DALLAS
|
)
|
On
the
31st day of May, 2006 before me, a notary public in and for said State,
personally appeared _______________, known to me to be a __________________
of
EMC Mortgage Corporation, the corporation that executed the within instrument,
and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within
instrument.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF TEXAS
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF DALLAS
|
)
|
On
the
31st day of May, 2006 before me, a notary public in and for said State,
personally appeared ____________, known to me to be ____________ of EMC Mortgage
Corporation, the corporation that executed the within instrument, and also
known
to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within
instrument.
|
Notary
Public
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF CLASS A-[_] 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 (THE “CODE”).
[THE
CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
THE
INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY
OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.]
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION
OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED
IN
THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
|
Certificate
No.1
|
[Adjustable][Fixed][Variable]Pass-Through
Rate
|
|
Class
[A]-[_] Senior
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
May
1, 2006
|
Aggregate
Initial [Current Principal][Notional] Amount of this Senior Certificate
as
of the Cut-off Date:
$[_____________]
|
|
First
Distribution Date:
June
26, 2006
|
Initial
[Current Principal][Notional] Amount of this Senior Certificate
as of the
Cut-off Date: $[_____________]
|
|
Master
Servicer and Securities Administrator:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[____________]
|
|
Assumed
Final Distribution Date:
[_________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
[_]-[A]-[_] Certificates with respect to a portion of a Trust Fund consisting
primarily of a pool of fixed rate mortgage loans secured by first liens
on
one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of
their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or
by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a portion of a trust
(the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX
XX”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to XXXX
XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) will act as master
servicer of the Mortgage Loans (the “Master Servicer”, which term includes any
successors thereto under the Agreement referred to below). The Trust Fund
was
created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off
Date specified above (the “Agreement”), among EMC Mortgage Corporation, as
seller (the “Seller”), XXXX XX, as depositor (the “Depositor”), Xxxxx Fargo
Bank, National Association as master servicer and securities administrator
(in
such capacity, the “Securities Administrator”) and U.S. Bank National
Association as trustee (the “Trustee”), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in
the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of its acceptance hereof assents and by which
such
Holder is bound.
[Interest
on this Certificate will accrue during the month prior to the month in
which a
Distribution Date (as hereinafter defined) occurs on the Current Principal
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
above
and as further described in the Agreement.] The Securities Administrator
will
distribute on the 25th day of each month, or, if such 25th day is not a
Business
Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered at the close of business on the
last
Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount [(of interest and] principal[,
if
any)] required to be distributed to the Holders of Certificates of the
same
Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month immediately following the month of the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the
date on
which the Current Principal Amount of this Class of Certificates will be
reduced
to zero.]
[Interest
on this Certificate will accrue from and including the 25th day of the
calendar
month preceding the month in which a Distribution Date (as hereinafter
defined)
occurs to and including the 24th day of the calendar month in which that
Distribution Date occurs on the [Current Principal][Notional] Amount hereof
at a
per annum rate equal to the Pass-Through Rate set forth above and as further
described in the Agreement. The Securities Administrator will distribute
on the
25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name
this
Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date, an amount equal to the product
of
the Fractional Undivided Interest evidenced by this Certificate and the
amount
(of interest and principal, if any) required to be distributed to the Holders
of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month immediately following
the month of the latest scheduled maturity date of any Mortgage Loan and
is not
likely to be the date on which the [Current Principal][Notional] Amount
of this
Class of Certificates will be reduced to zero.]
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address
shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement by
wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Securities Administrator of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Securities Administrator for that
purpose and designated in such notice. The Initial [Current Principal][Notional]
Amount of this Certificate is set forth above. [The Current Principal Amount
hereof will be reduced to the extent of distributions allocable to principal
hereon and any Realized Losses allocable hereto.]
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Securities Administrator and the Trustee and the rights
of
the Certificateholders under the Agreement from time to time by the parties
thereto with the consent of the Holders of Certificates, and with the consent
of
the Insurer with respect to amendments related to the Mortgage Pass-Through
Certificates, evidencing Fractional Undivided Interests aggregating not
less
than 51% of the portion of the Trust Fund related to such Certificates
(or in
certain cases, Holders of Certificates of affected Classes evidencing such
percentage of the Fractional Undivided Interests thereof). Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such
Holder
and upon all future Holders of this Certificate and of any Certificate
issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for
such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Fractional Undivided Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a
sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name
this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Trustee or any such agent shall be
affected
by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
(other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect
thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement,
or (ii)
the optional repurchase by the party named in the Agreement of all the
Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the
Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years
after the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to
any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be duly executed.
Dated:
May 31, 2006
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Not
in
its individual capacity but solely as Securities Administrator
By:
_______________________________________
Authorized
Signatory
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Authorized
signatory of Xxxxx Fargo Bank, National Association, not i
n
its
individual capacity but solely as Securities Administrator
By:
________________________________________
Authorized
Signatory
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and
address
including postal zip code of assignee) a Fractional Undivided Interest
evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of
a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
_____________________________________
Signature
by or on behalf of assignor
Signature
Guaranteed
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
_________________________________ for the account of _________________________
account number _____________, or, if mailed by check, to
______________________________. Applicable statements should be mailed
to
_____________________________________________.
This
information is provided by ___________________________________________,
the assignee named above, or ________________________, as its
agent.
EXHIBIT
A-2
FORM
OF CLASS B-[_] CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
[AND
THE CLASS B-[_] CERTIFICATES], AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986
(THE “CODE”).
THE
CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING
THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT
OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY
OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION
OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED
IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE
MADE TO
CEDE & CO. ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
&
CO., HAS AN INTEREST HEREIN.]
[EACH
BENEFICIAL OWNER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE DEEMED
TO
HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE
OR
INTEREST HEREIN, THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT
TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED OR SECTION
4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“PLAN”), OR INVESTING WITH
ASSETS OF A PLAN OR (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE
IN
RELIANCE ON PROHIBITED TRANSACTION EXEMPTION 90-30, AS AMENDED FROM TIME
TO TIME
(“EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE
AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED,
AT
THE TIME OF PURCHASE, NOT LOWER THAN “BBB-“ (OR ITS EQUIVALENT) BY STANDARD
& POOR’S, FITCH, INC. OR XXXXX’X INVESTORS SERVICE, INC., AND THE
CERTIFICATE IS SO RATED OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE
SOURCE
OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST HEREIN IS
AN
“INSURANCE COMPANY GENERAL ACCOUNT”, AS SUCH TERM IS DEFINED IN PROHIBITED
TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60, AND (3) THE CONDITIONS IN SECTIONS I
AND III OF PTCE 95-60 HAVE BEEN SATISFIED.]
[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT
BY THE
SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.]
[THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF
OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT
TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS:
(I)
WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER
AN
INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT
LIMITED
TO, PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX
95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS
ON
THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER
OR
THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY
CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION SPECIFIED IN
SECTION
5.07 OF THE AGREEMENT IS PROVIDED.]
|
Certificate
No.1
|
Variable
Pass-Through Rate
|
|
Class
B-[_]
Subordinate
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: May 1,
2006
|
Aggregate
Initial Current Principal Amount of this Subordinate Certificate
as of the
Cut-off Date: $[_________]
|
|
First
Distribution Date:
June
26, 2006
|
Initial
Current Principal Amount of this Subordinate Certificate as of
the Cut-off
Date: $[_________]
|
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[____________]
|
|
Assumed
Final Distribution Date:
[____________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
B-[_] Certificates with respect to a portion of a Trust Fund consisting
primarily of a pool of fixed rate mortgage loans secured by first liens
on
one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of
their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or
by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that [_______] is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a portion of a trust (the “Trust Fund”)
primarily consisting of fixed rate mortgage loans secured by first liens
on one-
to four- family residential properties (collectively, the “Mortgage Loans”) sold
by Structured Asset Mortgage Investments II Inc. (“XXXX XX”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) to XXXX XX. Xxxxx Fargo
Bank, National Association (“Xxxxx Fargo”) will act as master servicer of the
Mortgage Loans (the “Master Servicer”, which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date
specified above (the “Agreement”), among EMC as seller (the “Seller”), XXXX XX,
as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association as master
servicer and securities administrator (in such capacity, the “Securities
Administrator”), and U.S. Bank National Association as trustee (the “Trustee”),
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein
shall
have the meaning ascribed to them in the Agreement. This Certificate is
issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of its acceptance
hereof assents and by which such Holder is bound.
Interest
on this Certificate will accrue during the month prior to the month in
which a
Distribution Date (as hereinafter defined) occurs on the Current Principal
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
above
and as further described in the Agreement. The Securities Administrator
will
distribute on the 25th day of each month, or, if such 25th day is not a
Business
Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered at the close of business on the
last
Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest and principal,
if any)
required to be distributed to the Holders of Certificates of the same Class
as
this Certificate. The Assumed Final Distribution Date is the Distribution
Date
in the month immediately following the month of the latest scheduled maturity
date of any Mortgage Loan and is not likely to be the date on which the
Current
Principal Amount of this Class of Certificates will be reduced to
zero.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address
shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement by
wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Securities Administrator of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Securities Administrator for that
purpose and designated in such notice. The Initial Current Principal Amount
of
this Certificate is set forth above. The Current Principal Amount hereof
will be
reduced to the extent of distributions allocable to principal hereon and
any
Realized Losses allocable hereto.
[No
transfer of this Class B-[_] Certificate will be made unless such transfer
is
(i) exempt from the registration requirements of the Securities act of
1933, as
amended, and any applicable state securities laws or is made in accordance
with
said Act and laws and (ii) made in accordance with Section 5.02 of the
Agreement. In the event that such transfer is to be made the Securities
Administrator shall register such transfer if, (i) made to a transferee
who has
provided the Securities Administrator with evidence as to its QIB status;
or
(ii) (A) the transferor has advised the Securities Administrator in writing
that
the Certificate is being transferred to an Institutional Accredited Investor
and
(B) prior to such transfer the transferee furnishes to the Securities
Administrator an Investment Letter; provided that if based upon an Opinion
of
Counsel to the effect that (A) and (B) above are met sufficient to confirm
that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and
other
applicable laws.]
[Each
beneficial owner of this Certificate or any interest herein shall be deemed
to
have represented, by virtue of its acquisition or holding of this certificate
or
interest herein, that either (i) it is not an employee benefit plan subject
to
the Employee Retirement Income Security Act of 1974, as amended or section
4975
of the Internal Revenue Code of 1986, as amended (“Plan”), or investing with
assets of a Plan or (ii) it has acquired and is holding such certificate
in
reliance on Prohibited Transaction Exemption 90-30, as amended from time
to time
(“Exemption”), and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated,
at
the time of purchase, not lower than “BBB-“ (or its equivalent) by Standard
& Poor’s, Fitch, Inc. or Xxxxx’x Investors Service, Inc., and the
certificate is so rated or (iii) (1) it is an insurance company, (2) the
source
of funds used to acquire or hold the certificate or interest therein is
an
“insurance company general account”, as such term is defined in Prohibited
Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I
and III of PTCE 95-60 have been satisfied.]
[This
Certificate may not be acquired directly or indirectly by, or on behalf
of, an
employee benefit plan or other retirement arrangement which is subject
to Title
I of the Employee Retirement Income Security Act of 1974, as amended, or
Section
4975 of the Internal Revenue Code of 1986, as amended, unless the transferee
certifies or represents that the proposed transfer and holding of a Certificate
and the servicing, management and operation of the trust and its assets:
(i)
will not result in any prohibited transaction which is not covered under
an
individual or class prohibited transaction exemption, including, but not
limited
to, Prohibited Transaction Exemption (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX
95-60 or PTE 96-23 and (ii) will not give rise to any additional obligations
on
the part of the Depositor, the Securities Administrator, the Master Servicer
or
the Trustee, which will be deemed represented by an owner of a Book-Entry
Certificate or a Global Certificate or unless the opinion specified in
section
5.07 of the Agreement is provided.]
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer and the Trustee and the rights of the Certificateholders
under
the Agreement from time to time by the parties thereto with the consent
of the
Holders of Certificates, and with the consent of the Insurer with respect
to
amendments related to the Mortgage Pass-Through Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the portion
of
the Trust Fund related to such Certificates (or in certain cases, Holders
of
Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof
or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for
such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Fractional Undivided Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a
sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name
this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee
or any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
(other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect
thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement,
or (ii)
the optional repurchase by the party named in the Agreement of all the
Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the
Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years
after the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to
any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be duly executed.
Dated:
May 31, 2006
XXXXX
FARGO BANK,
NATIONAL ASSOCIATION,
Not
in
its individual capacity but solely as Securities Administrator
By:
______________________________________________
Authorized
Signatory
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Authorized
signatory of Xxxxx Fargo Bank, National Association, not i
n
its
individual capacity but solely as Securities Administrator
By:
_______________________________________________
Authorized Signatory
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and
address
including postal zip code of assignee) a Fractional Undivided Interest
evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes
the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of
a like
denomination and Class, to the above named assignee and deliver such
Certificate
to the following address:
|
Dated:
|
_____________________________________
Signature
by or on behalf of assignor
Signature
Guaranteed
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
_________________________________ for the account of _________________________
account number _____________, or, if mailed by check, to
______________________________. Applicable statements should be mailed
to
_____________________________________________.
This
information is provided by ___________________________________________,
the assignee named above, or ________________________, as its
agent.
EXHIBIT
A-3
FORM
OF CLASS PO CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986
(THE “CODE”).
THE
CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
THE
INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY
OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION
OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED
IN
THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
|
Certificate
No.1
|
Pass-Through
Rate: 0.000%
|
|
Class
PO Senior
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
May
1, 2006
|
Aggregate
Initial Current Principal Amount of this Senior Certificate as
of the
Cut-off Date:
$[_____________]
|
|
First
Distribution Date:
June
26, 2006
|
Initial
Current Principal Amount of this Senior Certificate as of the
Cut-off
Date:
$[_____________]
|
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[____________]
|
|
Assumed
Final Distribution Date:
[____________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
PO
Certificates with respect to a portion of a Trust Fund consisting primarily
of a
pool of fixed rate mortgage loans secured by first liens on one-to-four
family
residential properties sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of
their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or
by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a portion of a trust
(the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX
XX”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) to XXXX XX. Xxxxx Fargo
Bank, National Association (“Xxxxx Fargo”) will act as master servicer of the
Mortgage Loans (the “Master Servicer”, which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date
specified above (the “Agreement”), among EMC Mortgage Corporation, as seller
(the “Seller”), XXXX XX, as depositor (the “Depositor”), Xxxxx Fargo Bank,
National Association as master servicer and securities administrator (in
such
capacity, the “Securities Administrator”) and U.S. Bank National Association as
trustee (the “Trustee”), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is
bound.
The
Securities Administrator will distribute on the 25th day of each month,
or, if
such 25th day is not a Business Day, the immediately following Business
Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last Business Day of the calendar month preceding
the month of such Distribution Date, an amount equal to the product of
the
Fractional Undivided Interest evidenced by this Certificate and the amount
of
principal required to be distributed to the Holders of Certificates of
the same
Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month immediately following the month of the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the
date on
which the Current Principal Amount of this Class of Certificates will be
reduced
to zero.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address
shall
appear on the Certificate Register or, if such Person so requests by notifying
the Trustee in writing as specified in the Agreement by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The Initial Current Principal Amount of this
Certificate is set forth above. The Current Principal Amount hereof will
be
reduced to the extent of distributions allocable to principal hereon and
any
Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Securities Administrator and the Trustee and the rights
of
the Certificateholders under the Agreement from time to time by the parties
thereto with the consent of the Holders of Certificates, and with the consent
of
the Insurer with respect to amendments related to the Mortgage Pass-Through
Certificates, evidencing Fractional Undivided Interests aggregating not
less
than 51% of the portion of the Trust Fund related to such Certificates
(or in
certain cases, Holders of Certificates of affected Classes evidencing such
percentage of the Fractional Undivided Interests thereof). Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such
Holder
and upon all future Holders of this Certificate and of any Certificate
issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for
such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Fractional Undivided Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a
sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name
this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Trustee or any such agent shall be
affected
by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
(other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect
thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement,
or (ii)
the optional repurchase by the party named in the Agreement of all the
Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the
Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years
after the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to
any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be duly executed.
Dated:
May 31, 2006
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Not
in
its individual capacity but solely as Securities Administrator
By:
_____________________________
Authorized
Signatory
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Authorized
signatory of Xxxxx Fargo Bank, National Association, not
in
its
individual capacity but solely as Securities Administrator
By:
__________________________________
Authorized
Signatory
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and
address
including postal zip code of assignee) a Fractional Undivided Interest
evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes
the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of
a like
denomination and Class, to the above named assignee and deliver such
Certificate
to the following address:
|
Dated:
|
_____________________________________
Signature
by or on behalf of assignor
Signature
Guaranteed
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
_________________________________ for the account of _________________________
account number _____________, or, if mailed by check, to
______________________________. Applicable statements should be mailed
to
_____________________________________________.
This
information is provided by ___________________________________________,
the assignee named above, or ________________________, as its
agent.
EXHIBIT
A-4
FORM
OF CLASS R-[__] CERTIFICATE
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON,
A
PUBLICLY TRADED PARTNERSHIP OR A DISQUALIFIED ORGANIZATION (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986
(THE “CODE”).
THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF
OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT
TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION
OF
COUNSEL ADDRESSED TO THE TRUSTEE, DEPOSITOR, MASTER SERVICER AND SECURITIES
ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON
WILL
NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE
UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS
ON THE
PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR
OR THE
TRUSTEE.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND
EXCEPT
FOR THE XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED
BY
SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING,
(C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE
CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED
BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED
IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED
ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3)
SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE
OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
OF THIS
PARAGRAPH.
|
Certificate
No.1
|
Pass-Through
Rate: _____%
|
|
Class
R-[__]
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: May 1,
2006
|
Aggregate
Initial Current Principal Amount of this Certificate as of the
Cut-off
Date:
$___________
|
|
First
Distribution Date:
June
26, 2006
|
Initial
Current Principal Amount of this Certificate as of the Cut-off
Date:
$_________
|
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_____________]
|
|
Assumed
Final Distribution Date:
[____________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
R-[__] Certificates with respect to a portion of a Trust Fund (as defined
below)
consisting primarily of a pool of fixed rate mortgage loans secured by
first
liens on one-to-four family residential properties sold by STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of
their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or
by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of
the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a portion
of a
trust (the “Trust Fund”) primarily consisting of fixed rate mortgage loans
secured by first liens on one- to four- family residential properties
(collectively, the “Mortgage Loans”) sold by Structured Asset Mortgage
Investments II Inc. (“XXXX XX”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) to XXXX XX. Xxxxx Fargo Bank, National Association (“Xxxxx
Fargo”) will act as master servicer of the Mortgage Loans (the “Master
Servicer”, which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling
and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement’), among XXXX XX, as depositor (the “Depositor”), Xxxxx Fargo Bank,
National Association as Master Servicer and securities administrator (in
such
capacity, the “Securities Administrator”), EMC Mortgage Corporation, as seller,
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To
the
extent not defined herein, capitalized terms used herein shall have the
meaning
ascribed to them in the Agreement. This Certificate is issued under and
is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue during the month prior to the month in
which a
Distribution Date (as hereinafter defined) occurs on the Current Principal
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
above
and as further described in the Agreement. The Securities
Administrator
will
distribute on the 25th day of each month, or, if such 25th day is not a
Business
Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered at the close of business on the
last
Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest and principal,
if any)
required to be distributed to the Holders of Certificates of the same Class
as
this Certificate. The Assumed Final Distribution Date is the Distribution
Date
in the month immediately following the month of the latest scheduled maturity
date of any Mortgage Loan and is not likely to be the date on which the
Current
Principal Amount of this Class of Certificates will be reduced to
zero.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address
shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement by
wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The Initial Current Principal Amount of this
Certificate is set forth above. The Current Principal Amount hereof will
be
reduced to the extent of distributions allocable to principal hereon and
any
Realized Losses allocable hereto.
Each
Holder of this Certificate will be deemed to have agreed to be bound by
the
restrictions set forth in the Agreement to the effect that (i) each person
holding or acquiring any Ownership Interest in this Certificate must be
a United
States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to XXXX
XX,
the Trustee and the Securities Administrator of, among other things, an
affidavit to the effect that it is a United States Person and Permitted
Transferee, (iii) any attempted or purported transfer of any Ownership
Interest
in this Certificate in violation of such restrictions will be absolutely
null
and void and will vest no rights in the purported transferee, and (iv)
if any
person other than a United States Person and a Permitted Transferee acquires
any
Ownership Interest in this Certificate in violation of such restrictions,
then
the Depositor will have the right, in its sole discretion and without notice
to
the Holder of this Certificate, to sell this Certificate to a purchaser
selected
by the Depositor, which purchaser may be the Depositor, or any affiliate
of the
Depositor, on such terms and conditions as the Depositor may
choose.
This
certificate may not be acquired directly or indirectly by, or on behalf
of, an
employee benefit plan or other retirement arrangement which is subject
to title
I of the Employee Retirement Income Security Act of 1974, as amended, and/or
section 4975 of the Internal Revenue Code of 1986, as amended, unless the
proposed transferee provides the Securities Administrator with an opinion
of
counsel addressed to the Trustee, Master Servicer and the Securities
Administrator and on which they may rely (which shall not be at the expense
of
the Trustee, Master Servicer or the Securities Administrator) which is
acceptable to the Securities Administrator, that the purchase of this
Certificate will not result in or constitute a nonexempt prohibited transaction,
is permissible under applicable law and will not give rise to any additional
fiduciary obligations on the part of the Depositor, the Master Servicer,
the
Securities Administrator or the Trustee.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Securities Administrator and the Trustee and the rights
of
the Certificateholders under the Agreement from time to time by the parties
thereto with the consent of the Holders of Certificates, and with the consent
of
the Insurer with respect to amendments related to the Mortgage Pass-Through
Certificates, evidencing Fractional Undivided Interests aggregating not
less
than 51% of the portion of the Trust Fund related to such Certificates
(or in
certain cases, Holders of Certificates of affected Classes evidencing such
percentage of the Fractional Undivided Interests thereof). Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such
Holder
and upon all future Holders of this Certificate and of any Certificate
issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for
such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee duly executed by the Holder hereof
or such
Holder’s attorney duly authorized in writing, and thereupon one or more new
Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to
cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Securities Administrator, the Trustee
and
any agent of any of them may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee or any such agent shall be affected by notice
to
the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
(other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect
thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement,
or (ii)
the optional repurchase by the party named in the Agreement of all the
Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the
Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years
after the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to
any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be duly executed.
Dated:
May 31, 2006 XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Not
in
its individual capacity but solely as Securities Administrator
By:
_______________________________________________
Authorized
Signatory
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Authorized
signatory of Xxxxx Fargo Bank, National Association, not in
its
individual capacity but solely as Securities Administrator
By:
________________________________________________
Authorized
Signatory
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and
address
including postal zip code of assignee) a Fractional Undivided Interest
evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes
the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of
a like
denomination and Class, to the above named assignee and deliver such
Certificate
to the following address:
|
Dated:
|
_____________________________________
Signature
by or on behalf of assignor
Signature
Guaranteed
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
_________________________________ for the account of _________________________
account number _____________, or, if mailed by check, to
______________________________. Applicable statements should be mailed
to
_____________________________________________.
This
information is provided by ___________________________________________,
the assignee named above, or ________________________, as its
agent.
EXHIBIT
A-5
FORM
OF CLASS
X 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
(THE “CODE”).
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION
OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED
IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE
MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
&
CO., HAS AN INTEREST HEREIN.
|
Certificate
No.1
|
Variable
Pass-Through Rate
|
|
Class
X Senior
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
May
1, 2006
|
Aggregate
Initial Notional Amount of this Senior Certificate as of the
Cut-off
Date:
$[________]
|
|
First
Distribution Date:
June
26, 2006
|
Initial
Current Amount of this Senior Certificate as of the Cut-off
Date:
$[________]
|
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[________]
|
|
Assumed
Final Distribution Date:
[________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
X
Certificates with respect to a portion of a Trust Fund consisting primarily
of a
pool of fixed rate mortgage loans secured by first liens on one-to-four
family
residential properties sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer, the Securities Administrator or the Trustee
referred to below or any of their affiliates or any other person. Neither
this
Certificate nor the underlying Mortgage Loans are guaranteed or insured
by any
governmental entity or by Structured Asset Mortgage Investments II Inc.,
the
Master Servicer, the Securities Administrator or the Trustee or any of
their
affiliates or any other person. None of the Structured Asset Mortgage
Investments II Inc., the Master Servicer or any of their affiliates will
have
any obligation with respect to any certificate or other obligation secured
by or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a portion of a trust
(the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX
XX”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to XXXX
XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) will act as master
servicer of the Mortgage Loans and as securities administrator (the “Master
Servicer” and the “Securities Administrator, which terms includes any successors
thereto under the Agreement referred to below). The Trust Fund was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date
specified above (the “Agreement”), among XXXX XX, as depositor (the
“Depositor”), Xxxxx Fargo Bank, National Association as Master Servicer and
securities administrator (in such capacity, the “Securities Administrator”), EMC
Mortgage Corporation, as seller, and U.S. Bank National Association, as
trustee
(the “Trustee”), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, capitalized terms
used
herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is
bound.
Interest
on this Certificate will accrue during the month prior to the month in
which a
Distribution Date (as hereinafter defined) occurs on the Notional Amount
hereof
at a per annum rate equal to the Pass-Through Rate set forth above and
as
further described in the Agreement. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day,
the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name
this
Certificate is registered at the close of business on the last Business
Day of
the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Fractional Undivided Interest evidenced by
this
Certificate and the amount (of interest and principal, if any) required
to be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date
in the
month immediately following the month of the latest scheduled maturity
date of
any Mortgage Loan and is not likely to be the date on which the Notional
Amount
of this Class of Certificates will be reduced to zero.
Distributions
on this Certificate will be made by the Paying Agent by check mailed to
the
address of the Person entitled thereto as such name and address shall appear
on
the Certificate Register or, if such Person so requests by notifying the
Securities Administrator in writing as specified in the Agreement by wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The Initial Notional Amount of this Certificate
is
set forth above. The Notional Amount hereof will be reduced to the extent
of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except
as
expressly provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Securities Administrator and the Trustee and the rights
of
the Certificateholders under the Agreement from time to time by the parties
thereto with the consent of the Holders of Certificates, evidencing Fractional
Undivided Interests aggregating not less than 51% of the portion of the
Trust
Fund related to such Certificates (or in certain cases, Holders of Certificates
of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate
shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the certificate registrar
upon surrender of this Certificate for registration of transfer at the
offices
or agencies maintained by the Securities Administrator for such purposes,
duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator duly executed by the Holder
hereof
or such Holder’s attorney duly authorized in writing, and thereupon one or more
new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a
sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name
this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee
or any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
(other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect
thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement,
or (ii)
the optional repurchase by the party named in the Agreement of all the
Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the
Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years
after the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be duly executed.
Dated:
May 31, 2006 XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Not
in
its individual capacity but solely as Securities Administrator
By:
___________________________________________________
Authorized
Signatory
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
Authorized
signatory of Xxxxx Fargo Bank, National Association, not in
its
individual capacity but solely as Securities Administrator
By:
_____________________________________________________
Authorized
Signatory
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and
address
including postal zip code of assignee) a Fractional Undivided Interest
evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes
the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of
a like
denomination and Class, to the above named assignee and deliver such
Certificate
to the following address:
|
Dated:
|
_____________________________________
Signature
by or on behalf of assignor
Signature
Guaranteed
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
_________________________________ for the account of _________________________
account number _____________, or, if mailed by check, to
______________________________. Applicable statements should be mailed
to
_____________________________________________.
This
information is provided by ___________________________________________,
the assignee named above, or ________________________, as its
agent.
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
CITY1 STATE ZIP_CODE PROPTYPE
------------------------------------------------------------------------------------------------------------
XXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 PUD
XXXXXX XX 00000 PUD
XXXXX XXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Townhouse
CABIN XXXX MD 20818 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Condominium
XXXXXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Xxxxxxxxx
XXXXX XXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
XXXXXXXX XXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 PUD
XXXXXXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXXX XXXXXX XX 00000 Single Family
XXXXXX XX 00000 PUD
XXXXXXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
XXX XXXXX XX 00000 Single Family
XXXXXX XXXX XX 00000 PUD
XXXXX XXXXX XX 00000 Single Family
XXXXXX XXXXXXX XX 00000 Single Family
XXXXXX XXXXXX XX 00000 Single Family
XXXXXX XX 00000 Xxxxxxxxx
XXXXXXXXXX XX 00000 2-4 Family
XXXXXXXX XX 00000 Single Family
CHEVY CHASE MD 20815 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 PUD
XXXXX XXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXX XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 PUD
XX XXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXXX XXXX XX 00000 Single Family
XXXXX XX 00000 PUD
XXXXXXXX XXXX XX 00000 PUD
XXXXXXXXXX XX 00000 Townhouse
XXXXXXXXXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
XXXXXXX XXXX XX 00000 PUD
XXXXXXXXXX XX 00000 Condominium
XXXXXXXXX XX 00000 PUD
XXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 PUD
XXXXXX XXXXXX XX 00000 PUD
XXXXXXXXXX XX 00000 Condominium
XXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
LAUREL MD 20707 PUD
XX, XXXXXXXXXX XX 00000 Condominium
XXXXX XXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 PUD
XXXXXXX XX 00000 Condominium
XXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXX XXXX XX 00000 PUD
XXXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
XXXXXX XXXXX XX 00000 Townhouse
XXXXX XXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Condominium
XXXXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Townhouse
XXXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 PUD
XXXXXXXX XXXXX XX 00000 Condominium
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 PUD
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Condominium
XXXXXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 PUD
0000 XXXXXXX XXXXXX XX 00000 Xxxxxxxxx
XXXXXXXX XXXXX XX 00000 XXX
XXXXX XXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 PUD
XXXXXXX XX 00000 PUD
XXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 PUD
XXXXX XXXXXXX XX 00000 Single Family
XXXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Condominium
XXXXXXXXXX XX 00000 Condominium
XXXXXXXXX XX 00000 Condominium
XXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
Xxxxxxxxxxx XX 00000 Single Family
Xxxxx Xxxxxxxx XX 00000 PUD
Xxxxxxxxxx XX 00000 Single Family
Xxxxxxxxxxxx XX 00000 PUD
Xxxxxxx XX 00000 PUD
Xxxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 PUD
Xxxxxxx Xxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 PUD
Xxxxxxxx XX 00000 Single Family
Xxx Xxxxx XX 00000 Single Family
FAWN XXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Condominium
XXXXXXXXX XX 00000 Townhouse
XXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
Xxxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 2-4 Family
Xxxxxxxx XX 00000 2-4 Family
Xxxxxxxxx XX 00000 Single Family
Xxxxx XX 00000 2-4 Family
XXXXXXX XX 00000 PUD
XXXXXXXX XX 00000 2-4 Family
XXXXXXX XX 00000 Single Family
HAMPTON XXXXXXX XX 00000 0-0 Xxxxxx
XXXXXXX XXXXXXX XXXXXXX XX 00000 Single Family
XXXXXX XXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
Xxxxxxxxx XX 00000 2-4 Family
XXXXX XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Perth Xxxxx XX 00000 2-4 Family
XXXXXXXXXXX XX 00000 Single Family
Xxxxxx XX 00000 PUD
Xxxxxxxxx XX 00000 Single Family
Xxx Xxxxxxx XX 00000 2-4 Family
Xxxxxxxx XX 00000 Condominium
XXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 PUD
XXXXXX XXXXXXX XX 00000 PUD
XXXXXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
Xxxxxx Xxxx XX 00000 Condominium
Xxxxxxxx XX 00000 Single Family
XXXXXX XX 00000 2-4 Family
XXXXXX XX 00000 PUD
Xxxxxxxxx XX 00000 Single Family
Xxxxxx Xxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
Xxxxxxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxx Xxxx XX 00000 Single Family
Xxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
XXXXXXX XX 00000 PUD
XXXXXXX XX 00000 PUD
Xxxxx Xxxx XX 00000 Hi-Rise Condo
Xxxxxxx XX 00000 PUD
Xxxxxx Xxxx XX 00000 PUD
Xxxxxx XX 00000 Single Family
XXXXXX XX 00000 PUD
Xxxx Xxxxx XX 00000 Single Family
XXXXXXXXXXXX XX 00000 PUD
Xxxx Xxxxxx XX 00000 2-4 Family
Xxx Xxxxxxx XX 00000 PUD
Xxxxxxxxxx XX 00000 2-4 Family
Xxxxxxxx Xxxx XX 00000 Single Family
Von Xxxx XX 00000 PUD
Xxx Xxxxxx XX 00000 Single Family
XXXXX XX 00000 PUD
Xxxxxx Xxxxxx XX 00000 Single Family
Xxx Xxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 Condominium
Xxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 2-4 Family
Xxxxx Xxxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 Single Family
XXXXXXXXX XX 00000 PUD
Xxxxxx XX 00000 Single Family
XXXXXX XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 Single Family
JUPITER FL 33477 Hi-Rise Condo
Xxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 Single Family
Xxxxxx Xxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
Xxx Xxxx XX 00000 Single Family
Xxxxx Xxxxxx XX 00000 Single Family
Xxxxxxxxxx XX 00000 PUD
Xxxxxxx XX 00000 Single Family
XXXXXXXXXXXXXX XX 00000 Single Family
Xxx Xxxxxxx XX 00000 Single Family
XXXXXX XX 00000 PUD
XXXXXX XX 00000 Single Family
XXXXX XX 00000 Hi-Rise Condo
Xxxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxxxxxxxx XX 00000 Single Family
Xxxxx XX 00000 Single Family
XXXXXXXXXXX XX 00000 2-4 Family
XXXXX XXXXXXXXXX XX 00000 2-4 Family
Xxxxxxxxxx XX 00000 Condominium
XXXXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 2-4 Family
XXXXXXXXXXXX XX 00000 Single Family
Xxxxxxxxx XX 00000 Condominium
Xxxxxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
Xxxxx XX 00000 Single Family
XXXXXXXXXX XX 00000 2-4 Family
Xxxxxx XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
Xxxxxxxx Xxxx XX 00000 PUD
Xxxxxxxxxx XX 00000 Condominium
XXXXXXXX XX 00000 Condominium
Xxxxxx XX 00000 Condominium
Xxx Xxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 2-4 Family
Xxxxxx XX 00000 PUD
Xxxxxxx XX 00000 Single Family
Xxxxxxxxxx XX 00000 2-4 Family
Xxxxxxxx XX 00000 PUD
Xxxxxxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 2-4 Family
Xxxxxx XX 00000 0-0 Xxxxxx
Xxxx Xx Xxx Xxx XX 00000 Condominium
Xxxxxxxxx XX 00000 Single Family
XXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
Xxx Xxxxx XX 00000 Single Family
Xxxxxxxxxx XX 00000 Single Family
Xxxxxxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 2-4 Family
Xxxx Xxxxxx XX 00000 2-4 Family
Xxxx Xxx Xxxx XX 00000 2-4 Family
Xxxxxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 2-4 Family
XXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Single Family
XXX XXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXX XXXXX XX 00000 PUD
XXXXXXX XX 00000 Single Family
XXXXXX XXXXX XXXXXXXXX XX 00000 PUD
XXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 PUD
XXXX XXXXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
XXX XXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXX XXXX XX 00000 PUD
XXX XXXX XX 00000 PUD
XXXXXX XX 00000 Single Family
XXXXXXX XX 00000 PUD
Xxxxxxx Xxxxx XX 00000 Single Family
XXXXX XXXXX XX 00000 Condominium
XXXXXXX XX 00000 Single Family
Xxxxx Xxxxx XX 00000 Single Family
NILES IL 60714 Hi-Rise Condo
Xxxxxxx XX 00000 Single Family
XXXX XXXXXX XX 00000 2-4 Family
XXXXXXXXXX XX 00000 Single Family
XXXXX XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxxxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 PUD
Xxxxxxxxxxxx XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Condominium
RISING SUN MD 21911 Single Family
XXXXXXXX XX 00000 PUD
Xxxxxxxx Xxxx XX 00000 Condominium
Xxxxx XX 00000 PUD
Xxxxx XX 00000 Single Family
XXXXX XX 00000 PUD
XXXXXXX XXXXX XXXX XX 00000 Condominium
XXXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXX XXXX XX 00000 Single Family
XXXXXXXXXX XXXXX XX 00000 Single Family
FISHERS IN 46038 Single Family
XXXXXXX XXX XX 00000 Single Family
XXX XXXXXXX (XXXXX XXXXXX XX 00000 Single Family
XXXXXX XXXXXX XX 00000 Single Family
XXX XXXXX XX 00000 Single Family
XXXX XXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
XXX XXXXXXX XX 00000 Single Family
XXXXXXXXXX XXXXX XX 00000 Condominium
XXXXXX XXXXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 PUD
XXX XXXXX XX 00000 Single Family
XXXXX XXX XX 00000 Single Family
XXX XXXXX XX 00000 Single Family
XXX XXXXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
XXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
XXXXXX XXXXXX XX 00000 PUD
XXXXX XXXX XX 00000 Hi-Rise Condo
XXXXXX XX 00000 Condominium
XXXXXXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
NUEVO CA 92567 Single Family
XXXXXXXX XXXXX XX 00000 2-4 Family
XXXXXXXX XX 00000 Single Family
XXXX XXXXX XX 00000 Condominium
SPOTSYLVANIA VA 00000 XXX
XXXXX XX 00000 Single Family
XXXX XXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXXX XXXX XX 00000 Single Family
XXXXXX XXXX XXXX)XX XX 00000 Single Family
XXX XXXXX XX 00000 Single Family
XXXXXXXX XXXXXX XX 00000 Condominium
XXXXXXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
XXX XXXXX XX 00000 Single Family
XXXXXX XXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
XXX XXXXXXX XX 00000 Single Family
XXXXXXX XXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXX XXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXXX XXXXXX XX 00000 Single Family
XXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 Condominium
XXXXXXXX XX 00000 2-4 Family
XXXXXXX XXXXX XX 00000 Single Family
XXX XXXXX XX 00000 Single Family
XXXX XXXXX XX 00000 2-4 Family
XXXXXX XXXXX XXXXXXXXX XX 00000 PUD
Xxxx Xxxx Xxxx XX 00000 Single Family
Xxxxxxxxxxxx XX 00000 Single Family
Xxxxxxxxxx XX 00000 Condominium
Xxxxx XX 00000 Condominium
XXXXX XX 00000 Single Family
Xxxxx Xxxxx XX 00000 PUD
XXXX XX 00000 PUD
XXXX XX 00000 PUD
XXX XXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
XXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 2-4 Family
XXXXXXXXXX XX 00000 Single Family
KYLE TX 78640 PUD
THE XXXXXXXXX XX 00000 PUD
Xxxxxxx XX 00000 PUD
Xxxxxxxxx XX 00000 2-4 Family
XXXXXXX XX 00000 2-4 Family
Xxxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 PUD
XXXXXXX XX 00000 Single Family
Choctaw OK 73020 Single Family
Xxxxxxx XX 00000 PUD
XXXXXX XX 00000 Single Family
PEQUOT XXXXX XX 00000 Single Family
XXX XX 00000 Single Family
XXXXX XX 00000 Single Family
Xxxxxxxx XX 00000 Single Family
XXXXX XX 00000 PUD
Xxxxxx XX 00000 Single Family
Xxxxx XX 00000 2-4 Family
Xxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 Single Family
Xxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
Xxxxx Xxxxxx XX 00000 Condominium
Xxxxxxx XX 00000 PUD
Xxxxxxxxxxx XX 00000 PUD
Xxx Xxxxxxx XX 00000 Single Family
Xxx Xxxxx XX 00000 PUD
Xxxxxxx XX 00000 PUD
Xx Xxxxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxx Xxxx Xxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 PUD
Xxxx Xxxxxx XX 00000 Single Family
Xxxxxxxxxxx XX 00000 Single Family
Xxxx Xxxxx XX 00000 Single Family
Xxxxxxxxxx XX 00000 Single Family
Xx Xxxxx XX 00000 Single Family
Xxxx Xxxxx XX 00000 Hi-Rise Condo
Xxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 Condominium
Xxxxxxxxx XX 00000 Single Family
Xxx Xxxxxxxx XX 00000 2-4 Family
Xxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
XXXXXXXXXX XX 00000 PUD
Xxxxx Xxxx XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
tempe AZ 85281 Condominium
denver CO 80239 Single Family
Xxxx Xxxx Xxxxx XX 00000 Single Family
Xxxx Xxxx XX 00000 PUD
XXXXXXXXXX XX 00000 PUD
XXXXX XXXX XX 00000 Single Family
UKIAH CA 95482 Single Family
HIDDEN XXXXXX XXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXX XXXX XX 00000 Single Family
XXXXX XXXX XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
XXXXXXXXX XX 00000 PUD
XXXXXXXXXX XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxx Xxxx XX 00000 Single Family
Xxxxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 2-4 Family
Xxxxxxxx XX 00000 PUD
XXXXXX XXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
Xxxxxxxxxx XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 PUD
XXXXXXXX XX 00000 PUD
XXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXX XX 00000 Single Family
Xxxxxxx XX 00000 PUD
Xxxxxx XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Single Family
XXXXX XXXXXXXX XX 00000 Single Family
Xxxxxxxx XX 00000 PUD
Xxxxxx Xxxxxxx XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 PUD
Xxxxxxxxxxxx XX 00000 PUD
Xxxxxx XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 Single Family
BARONA XXXXXXXXX XX 00000 Condominium
XXXXXX XX 00000 Single Family
XXX XXXXX XX 00000 Townhouse
XXXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
Xxxxxxxxxx XX 00000 2-4 Family
XXXXXXXXXXX XX 00000 Single Family
Xxxxx Xxxxxx XX 00000 PUD
Xxxxx Xxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxx Xxxxxxx XX 00000 PUD
XXX XXXXXXXXX XX 00000 2-4 Family
Xxxx GA 30576 Single Family
Xxxxx Xxxxxx Xxxxx XX 00000 Condominium
Xxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Hi-Rise Condo
Xxxxxx XX 00000 PUD
Xxxxxx XX 00000 PUD
Xxxxxxxxxxxx XX 00000 PUD
Xxxxxx XX 00000 Single Family
Xxxxx Xxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxxxx Xxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
Xxxxx XX 00000 PUD
XXXXXXX XX 00000 2-4 Family
XXXXXXXXX XXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
Xxxxx Xxxxx XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXX XXXXXXXXX XX 00000 Single Family
XXXXX XXXXXXXXXX XX 00000 PUD
XXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 PUD
XXXXXXX XX 00000 Single Family
CO SPGS CO 80915 Single Family
Xxxxxxxx XX 00000 2-4 Family
XXXXX XXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXX XX 00000 Single Family
Xxxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Condominium
XXXXXXX XX 00000 Single Family
Xxxxxxxxx XX 00000 2-4 Family
Xxxxxxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
Xxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 Single Family
Xxxxxxxx Xxxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 2-4 Family
XXXXXXXX XX 00000 Single Family
Xxxxxxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 PUD
Xxxxxxx XX 00000 2-4 Family
Xxx Xxxxx XX 00000 PUD
Xxxxxxxxxx XX 00000 Single Family
Xxxxxxx XX 00000 Single Family
Xxx Xxxxxx XX 00000 PUD
XXXX XX 00000 Single Family
Xxxxxxxxx XX 00000 PUD
Xxxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 Single Family
XXXXXXXXXXX XX 00000 Single Family
XXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 Single Family
Xxxxx Xxxxxx XX 00000 Condominium
Xxxxxxxxxxxx XX 00000 Townhouse
Xxxxxx XX 00000 Single Family
Xxxxxxxx XX 00000 Single Family
Xxxxxxxxxxxx XX 00000 Single Family
Xxxxxx Xxxx XX 00000 Single Family
Xxxxxxxx XX 00000 Single Family
Xxxxxx XX 00000 2-4 Family
XXXXXXX XX 00000 Townhouse
Xxxxxxxxxx XX 00000 Condominium
XXXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Townhouse
XXX XXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
Xxxxxxxxx XX 00000 2-4 Family
Xxxxxxx XX 00000 2-4 Family
Xxxxxxxx XX 00000 Single Family
Xxxxxxxxx XX 00000 Single Family
XXX XXXXXXX XX 00000 Single Family
XXXX XXXXX XX 00000 Single Family
XXX XXXXXXX XX 00000 2-4 Family
XXXXXX XXXXX XX 00000 PUD
XXXXXXXXX XX 00000 2-4 Family
XXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXX XXXXXX XX 00000 Single Family
XXX XXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXX XX XXXXXXX XX 00000 Single Family
XXX XXXXXX XX 00000 Single Family
XXXXXXX XX 00000 2-4 Family
XXXXXXXX XXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXX XX 00000 Single Family
XX XXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Single Family
XXXXXXXX XXXXX XX 00000 PUD
XXXXXXX XXXX XX 00000 2-4 Family
XXXXX XXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 PUD
XXXXX XX 00000 PUD
XXXX XXXX XXXXX XX 00000 PUD
TOMS XXXXX XX 00000 Single Family
XXXXXX XXXX XX 00000 Single Family
XXXXXXX XXXXXXXXX XX 00000 PUD
XXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 PUD
XXXXXXX XXXXX XX 00000 PUD
XXXXXX XXXX XX 00000 Condominium
XXXXXXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 Single Family
HOT XXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 PUD
XXXXX XXXXXXXXXX XX 00000 Single Family
XX XXXXXXXX XX 00000 PUD
XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 PUD
XXXXXX XX 00000 Single Family
XXXXXXXXXX XXXXX XX 00000 Single Family
XXXXX XX 00000 Single Family
XXXX XXXXX XXXXXXX XX 00000 PUD
XXXXXXXX XXXXX XX 00000 Single Family
XXXXX XXXX XX 00000 Condominium
XXXXXXXXX XX 00000 Single Family
XXXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
XXXX XX 00000 PUD
XXXXXXX XXXXX XX 00000 Single Family
XX XXXXXXXX XX 00000 Single Family
XXXX XX 00000 PUD
XXXXXXXX XX 00000 PUD
XXXXXXXX XXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Single Family
XXXXXXXX XXX XX 00000 Single Family
XXXXXX XX 00000 PUD
XXXXXXXX XX 00000 Hi-Rise Condo
XXXXXXXX XX 00000 PUD
XXX XXXX XX 00000 CO-OP
XXXXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXX XXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXX XXXX XX 00000 Condominium
XXXXXXXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
XXXXXX XXXX XXXXXX XX 00000 PUD
BLOWING XXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 PUD
XXXXXXX XX 00000 Single Family
XXX XXXX XX 00000 Condominium
XXXXXXXXXX XXXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXX XXXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 PUD
XXXXXXXXXXXX XX 00000 Condominium
XXXXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 Condominium
XXXXXXXX XX 00000 Single Family
XXXXXXXXXX XXXXX XX 00000 Single Family
XXXXXXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
XXXXXXXXX XX 00000 Single Family
XXXXXXXX XXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXX XXXXXXX XXXXXXXX XX 00000 PUD
XXXXXX XX 00000 PUD
XXXXX XXXXXXX XX 00000 PUD
XXXXXXX XX 00000 Single Family
XXXXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
XXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXXXXX XX 00000 Single Family
XXXXXXXX XXXX XX 00000 Condominium
XXXX XXXXX XX 00000 Single Family
XXXX XX 00000 Single Family
XX XXXX XX 00000 PUD
XXXXXXXXXX XX 00000 Single Family
FT XXXXXXXXXX XX 00000 Single Family
XXXXXXXXXXXXXX XX 00000 Single Family
XXXXXX XXXXXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
CITY XX XXXX XXXXX XX 00000 Single Family
XXXX XXXX XX 00000 Single Family
XXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
XXXXXXXX XX 00000 PUD
XXXXXXXX XX 00000 Single Family
XXXX XX 00000 Single Family
XXXXXX XX 00000 PUD
XXXXX XXXXXXX XX 00000 Single Family
XXXXXX XXXXX XX 00000 PUD
XXXX XXXXXXXXX XX 00000 Single Family
XXX XXXX XX 00000 Single Family
XXXX XXXX XX 00000 Single Family
XXXXXXXX XXXXXXXX XX 00000 Condominium
XXXXXXXXXX XX 00000 Single Family
XXXX XXXX XX 00000 Single Family
XXXXXXXX XX 00000 Single Family
XXXXXXXXX XX 00000 2-4 Family
XXXXXXXXXXXXXX XXXX XX 00000 PUD
XXXXXX XXXXXX XX 00000 Single Family
XXX XXXXX XX 00000 2-4 Family
XXXXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Single Family
XXXXXX XX 00000 PUD
XXXXXXXX XXXXXXX XX 00000 Single Family
XXXXXXX XX 00000 Hi-Rise Condo
KOKOMO IN 46902 Single Family
XXX XXXX XX 00000 PUD
XXXX XXXX XXXX XX 00000 Single Family
XXXX XXXX XX 00000 Condominium
XXXXXXXX XX 00000 Single Family
XXXXXXXXXX XX 00000 Single Family
CITY XX XXX XXXX XX 00000 Single Family
XXXX XXXX XX 00000 Single Family
XXXXXXXX XXXX XX 00000 Single Family
XXXX0 XXXXXXX_XXXXX SERV_FEE MSERV
_COUPON
---------------------------------------------------------------------------------------------------------------
POTOMAC 6.0000 0.2500 0.0155
ASHBURN 5.5000 0.2500 0.0155
VIENNA 5.5000 0.2500 0.0155
XXXXX XXXXX 6.0000 0.2500 0.0155
WASHINGTON 6.0000 0.2500 0.0155
CABIN XXXX 6.0000 0.2500 0.0155
KENSINGTON 6.0000 0.2500 0.0155
ROCKVILLE 6.0000 0.2500 0.0155
COLUMBIA 6.0000 0.2500 0.0155
OAKTON 6.0000 0.2500 0.0155
BETHESDA 6.0000 0.2500 0.0155
ASHBURN 6.0000 0.2500 0.0155
WASHINGTON 6.0000 0.2500 0.0155
WASHINGTON 6.0000 0.2500 0.0155
SOUTHINGTON 6.0000 0.2500 0.0155
ALEXANDRIA 6.0000 0.2500 0.0155
FALLS CHURCH 6.0000 0.2500 0.0155
ARLINGTON 6.0000 0.2500 0.0155
XXXXXXXX XXXXX 0.0000 0.0000 0.0000
XXXXXXXXXXX 5.6250 0.2500 0.0155
GLENALLEN 6.7500 0.2500 0.0155
ANNAPOLIS 6.6250 0.2500 0.0155
SILVER SPRING 6.5000 0.2500 0.0155
ARVADA 6.5000 0.2500 0.0155
HERNDON 6.5000 0.2500 0.0155
MANASSAS 6.5000 0.2500 0.0155
SAN DIEGO 6.5000 0.2500 0.0155
CHAPEL HILL 6.5000 0.2500 0.0155
CHEVY CHASE 6.5000 0.2500 0.0155
XXXXXX LANDING 6.5000 0.2500 0.0155
SILVER SPRING 6.5000 0.2500 0.0155
VIENNA 6.5000 0.2500 0.0155
WASHINGTON 6.5000 0.2500 0.0155
MANASSAS 6.5000 0.2500 0.0155
CHEVY CHASE 6.0000 0.2500 0.0155
NEWTOWN 6.3750 0.2500 0.0155
ALEXANDRIA 6.3750 0.2500 0.0155
XXXXX XXXXXX 0.0000 0.0000 0.0000
XXXXXXX 5.7500 0.2500 0.0155
XXXXXX 6.3750 0.2500 0.0155
ERWINNA 6.3750 0.2500 0.0155
WASHINGTON 5.7500 0.2500 0.0155
PORT WASHINGTON 5.7500 0.2500 0.0155
MICHELLVILLE 6.3750 0.2500 0.0155
LA PLATA 6.3750 0.2500 0.0155
BETHESDA 6.3750 0.2500 0.0155
GREENWOOD LAKE 5.7500 0.2500 0.0155
BOWIE 5.7500 0.2500 0.0155
ELLICOTT CITY 6.3750 0.2500 0.0155
WASHINGTON 6.3750 0.2500 0.0155
ALEXANDRIA 6.3750 0.2500 0.0155
BETHESDA 6.3750 0.2500 0.0155
XXXXXXX TOWN 6.3750 0.2500 0.0155
WASHINGTON 6.3750 0.2500 0.0155
CHANTILLY 6.3750 0.2500 0.0155
OAKTON 6.3750 0.2500 0.0155
HILLSBOROUGH 6.3750 0.2500 0.0155
SILVER SPRING 6.3750 0.2500 0.0155
WASHINGTON 6.3750 0.2500 0.0155
BETHESDA 6.3750 0.2500 0.0155
LEESBURG 6.3750 0.2500 0.0155
LAUREL 6.3750 0.2500 0.0155
NW, WASHINGTON 6.3750 0.2500 0.0155
CHEVY CHASE 6.3750 0.2500 0.0155
BURTONVILLE 6.0000 0.2500 0.0155
PHOENIX 6.3750 0.2500 0.0155
BETHESDA 6.0000 0.2500 0.0155
BETHESDA 6.3750 0.2500 0.0155
WASHINGTON 5.8750 0.2500 0.0155
JACKSONVILLE 6.2500 0.2500 0.0155
XXXXXXXX 6.2500 0.2500 0.0155
XXXXXXXX XXXX 0.0000 0.0000 0.0000
XXXXXXXXXXX 5.8750 0.2500 0.0155
STERLING 6.2500 0.2500 0.0155
XXXXXX XXXXX 0.0000 0.0000 0.0000
XXXXX XXXX 6.2500 0.2500 0.0155
WASHINGTON 6.2500 0.2500 0.0155
YORKTOWN 6.2500 0.2500 0.0155
DERWOOD 6.2500 0.2500 0.0155
ROCKVILLE 5.8750 0.2500 0.0155
WARRENTON 6.2500 0.2500 0.0155
RESTON 6.2500 0.2500 0.0155
ARLINGTON 5.8750 0.2500 0.0155
XXXXXXXXXX 0.0000 0.0000 0.0000
XXXXXXXX XXXXX 6.2500 0.2500 0.0155
WASHINGTON 6.2500 0.2500 0.0155
GAINESVILLE 6.2500 0.2500 0.0155
KENSINGTON 6.2500 0.2500 0.0155
KENSINGTON 6.2500 0.2500 0.0155
ALEXANDRIA 5.8750 0.2500 0.0155
ALEXANDRIA 5.8750 0.2500 0.0155
ASHBURN 6.2500 0.2500 0.0155
ARLINGTON 5.8750 0.2500 0.0155
TOWER LAKES 6.1250 0.2500 0.0155
0000 XXXXXXX XXXXXX 5.8750 0.2500 0.0155
REHOBETH BEACH 5.8750 0.2500 0.0155
CHEVY CHASE 6.1250 0.2500 0.0155
QUEENSTOWN 6.1250 0.2500 0.0155
GREAT FALLS 6.1250 0.2500 0.0155
POTOMAC 6.1250 0.2500 0.0155
DERWOOD 6.1250 0.2500 0.0155
ALEXANDRIA 6.1250 0.2500 0.0155
BETHESDA 6.1250 0.2500 0.0155
CHOWCHILLA 6.1250 0.2500 0.0155
XXXXX HARBORS 6.1250 0.2500 0.0155
LAUREL 6.1250 0.2500 0.0155
ARLINGTON 6.1250 0.2500 0.0155
WASHINGTON 6.1250 0.2500 0.0155
WASHINGTON 6.1250 0.2500 0.0155
ARLINGTON 6.1250 0.2500 0.0155
BETHESDA 6.1250 0.2500 0.0155
FLEMINGTON 6.0000 0.2500 0.0155
Centreville 8.6250 0.2500 0.0155
Upper Marlboro 8.5000 0.2500 0.0155
Winchester 7.8750 0.2500 0.0155
Purcellville 7.7500 0.2500 0.0155
Clinton 7.2500 0.2500 0.0155
Manassas 7.5000 0.2500 0.0155
Clinton 7.1250 0.2500 0.0155
Herndon 7.2500 0.2500 0.0155
Newport News 7.1250 0.2500 0.0155
Hollywood 7.2500 0.2500 0.0155
Xxxxxxxx 7.0000 0.2500 0.0155
Xxxxxxxx 0.0000 0.0000 0.0000
Xxx Xxxxx 6.3750 0.2500 0.0155
FAWN GROVE 7.5000 0.2500 0.0155
WASHINGTON 6.8750 0.2500 0.0155
BALTIMORE 8.8750 0.2500 0.0155
NEWARK 6.8750 0.2500 0.0155
XXXXXX 8.8750 0.2500 0.0155
Newark 7.7500 0.2500 0.0155
Milford 7.2500 0.2500 0.0155
Brooklyn 7.3750 0.2500 0.0155
Brooklyn 7.3750 0.2500 0.0155
Rochester 7.9900 0.2500 0.0155
Largo 8.3750 0.2500 0.0155
XXXXXXX 7.0000 0.2500 0.0155
PATERSON 7.2500 0.2500 0.0155
ORLANDO 7.5000 0.2500 0.0155
HAMPTON BOROUGH 8.1250 0.2500 0.0155
VICTORY GARDENS BOROUGH 8.6250 0.2500 0.0155
XXXXXX XXXXX 0.0000 0.0000 0.0000
XXXXXXXX 8.0000 0.2500 0.0155
Cleveland 8.3750 0.2500 0.0155
MIAMI 7.8750 0.2500 0.0155
Newark 8.6250 0.2500 0.0155
Perth Amboy 8.1250 0.2500 0.0155
WESTMINSTER 7.7500 0.2500 0.0155
Naples 7.0000 0.2500 0.0155
Englewood 7.2500 0.2500 0.0155
New Orleans 7.0000 0.2500 0.0155
Clermont 7.1250 0.2500 0.0155
ATLANTA 8.3750 0.2500 0.0155
DEMOREST 7.6250 0.2500 0.0155
GAINESVILLE 8.3750 0.2500 0.0155
POWDER SPRINGS 7.8750 0.2500 0.0155
DALLAS 7.2500 0.2500 0.0155
XXXXXXXX 0.0000 0.0000 0.0000
Xxxxxx Xxxx 8.8750 0.2500 0.0155
Richboro 7.1250 0.2500 0.0155
AUBURN 7.3750 0.2500 0.0155
AUSTIN 8.8750 0.2500 0.0155
Arlington 7.5000 0.2500 0.0155
Phenix City 7.3750 0.2500 0.0155
Salisbury 7.3750 0.2500 0.0155
Brownsville 7.2500 0.2500 0.0155
Roswell 7.2500 0.2500 0.0155
Denver 7.1250 0.2500 0.0155
Little Rock 7.0000 0.2500 0.0155
Miami 7.0000 0.2500 0.0155
Cleveland 7.2500 0.2500 0.0155
HOUSTON 7.3750 0.2500 0.0155
XXXXXXX 7.5000 0.2500 0.0155
Saint Xxxx 7.8750 0.2500 0.0155
Houston 7.8750 0.2500 0.0155
Canyon Lake 8.0000 0.2500 0.0155
Dallas 8.0000 0.2500 0.0155
SPRING 7.0000 0.2500 0.0155
Fort Worth 7.1250 0.2500 0.0155
JACKSONVILLE 8.0000 0.2500 0.0155
Blue Island 7.5000 0.2500 0.0155
San Antonio 8.1250 0.2500 0.0155
Providence 7.8750 0.2500 0.0155
Oklahoma City 7.7500 0.2500 0.0155
Von Ormy 8.0000 0.2500 0.0155
Rio Rancho 7.3750 0.2500 0.0155
HEMET 7.5000 0.2500 0.0155
Xxxxxx Grande 7.2500 0.2500 0.0155
San Pablo 8.7500 0.2500 0.0155
Xxxxxxx 7.8750 0.2500 0.0155
Portland 7.3750 0.2500 0.0155
Xxxxxxx 7.3750 0.2500 0.0155
Sebring 7.7500 0.2500 0.0155
Xxxxx Xxxxxx 0.0000 0.0000 0.0000
Xxxxxxx 7.2500 0.2500 0.0155
Portland 7.2500 0.2500 0.0155
LEXINGTON 6.6250 0.2500 0.0155
Xxxxxx 7.5000 0.2500 0.0155
XXXXXX 7.5000 0.2500 0.0155
Brookings 7.6250 0.2500 0.0155
CINCINNATI 7.3750 0.2500 0.0155
COLUMBUS 7.1250 0.2500 0.0155
TERRE HAUTE 7.5000 0.2500 0.0155
NELSONVILLE 7.0000 0.2500 0.0155
JUPITER 7.5000 0.2500 0.0155
Denver 7.7500 0.2500 0.0155
Milwaukee 7.6250 0.2500 0.0155
Harmony 7.5000 0.2500 0.0155
Silver Spring 7.5000 0.2500 0.0155
Sterling 7.2500 0.2500 0.0155
MOORETOWN 5.7500 0.2500 0.0155
Humble 7.2500 0.2500 0.0155
Chattanooga 9.0000 0.2500 0.0155
Wichita 8.1250 0.2500 0.0155
Rio Rico 7.8750 0.2500 0.0155
Cedar Rapids 7.8750 0.2500 0.0155
Cottonwood 7.3750 0.2500 0.0155
Emporia 7.8750 0.2500 0.0155
FREDERICKSBURG 7.8750 0.2500 0.0155
San Antonio 7.8750 0.2500 0.0155
SPRING 7.5000 0.2500 0.0155
TEMPLE 7.5000 0.2500 0.0155
MIAMI 7.2500 0.2500 0.0155
Baytown 7.7500 0.2500 0.0155
Somerset 7.1250 0.2500 0.0155
Xxxxxx 8.3750 0.2500 0.0155
Newark 7.8750 0.2500 0.0155
Philadelphia 8.7500 0.2500 0.0155
Utica 8.8750 0.2500 0.0155
CANANDAIGUA 7.8750 0.2500 0.0155
NORTH PROVIDENCE 8.7500 0.2500 0.0155
Plainville 8.2500 0.2500 0.0155
XXXXXXXX 7.3750 0.2500 0.0155
CANANDAIGUA 7.8750 0.2500 0.0155
FARMINGVILLE 7.3750 0.2500 0.0155
Waterbury 6.8750 0.2500 0.0155
Rochester 7.8750 0.2500 0.0155
Rochester 7.8750 0.2500 0.0155
Rochester 7.8750 0.2500 0.0155
Rochester 7.8750 0.2500 0.0155
Stonewall 6.8750 0.2500 0.0155
DURHAM 7.3750 0.2500 0.0155
HYATTSVILLE 7.2500 0.2500 0.0155
STERLING 7.3750 0.2500 0.0155
Mission 7.5000 0.2500 0.0155
Xxxxx 7.7500 0.2500 0.0155
CHATSWORTH 7.5000 0.2500 0.0155
Xxxxxx 7.5000 0.2500 0.0155
CHANTILLY 7.7500 0.2500 0.0155
Xxxxxxxx Xxxx 0.0000 0.0000 0.0000
Xxxxxxxxxx 7.8750 0.2500 0.0155
ELKRIDGE 7.2500 0.2500 0.0155
Sylmar 7.8000 0.2500 0.0155
Las Cruces 7.2500 0.2500 0.0155
Lubbock 7.5000 0.2500 0.0155
Champaign 7.7500 0.2500 0.0155
Newark 8.5000 0.2500 0.0155
Austin 7.7500 0.2500 0.0155
Trenton 7.8750 0.2500 0.0155
Florissant 6.5000 0.2500 0.0155
Kingwood 6.8750 0.2500 0.0155
Rochester 8.0000 0.2500 0.0155
Swansea 6.8750 0.2500 0.0155
Xxxxxx 7.1250 0.2500 0.0155
City By The Sea 7.8750 0.2500 0.0155
Charlotte 7.3750 0.2500 0.0155
YUMA 7.6250 0.2500 0.0155
BALTIMORE 7.5000 0.2500 0.0155
XXXXXX 7.0000 0.2500 0.0155
Las Vegas 7.5000 0.2500 0.0155
Huntington 7.8750 0.2500 0.0155
Huntington 7.1250 0.2500 0.0155
Paterson 7.3750 0.2500 0.0155
West Orange 7.6250 0.2500 0.0155
West New York 7.8750 0.2500 0.0155
Paterson 7.5000 0.2500 0.0155
Xxxxxxx 7.3750 0.2500 0.0155
Leonia 7.1250 0.2500 0.0155
AUSTIN 5.6250 0.2500 0.0155
ROCKFORD 6.3750 0.2500 0.0155
GAITHERSBURG 6.3750 0.2500 0.0155
SAN DIEGO 5.6250 0.2500 0.0155
GLENDALE 6.0000 0.2500 0.0155
SAN DIEGO 6.0000 0.2500 0.0155
BURBANK 6.0000 0.2500 0.0155
RANCHO SANTA XXXXXXXXX 5.5000 0.2500 0.0155
CORONA 6.5000 0.2500 0.0155
ALEXANDRIA 6.1250 0.2500 0.0155
XXXX XXXXXXXXX 0.0000 0.0000 0.0000
XXXXXXXXX 5.8750 0.2500 0.0155
LOS ANGELES 5.8750 0.2500 0.0155
GLENDALE 5.8750 0.2500 0.0155
XXXXXX 6.2500 0.2500 0.0155
SUGAR LAND 6.0000 0.2500 0.0155
SAN XXXX 6.0000 0.2500 0.0155
XXXXXX 6.0000 0.2500 0.0155
ASHBURN 5.6250 0.2500 0.0155
Pompton Lakes 6.1250 0.2500 0.0155
XXXXX XXXXX 0.0000 0.0000 0.0000
XXXXXXX 7.8750 0.2500 0.0155
Saint Louis 7.1250 0.2500 0.0155
NILES 7.2500 0.2500 0.0155
Xxxxxxx 8.0000 0.2500 0.0155
GOLD CANYON 7.3750 0.2500 0.0155
SCOTTSDALE 7.0000 0.2500 0.0155
MIAMI 7.7500 0.2500 0.0155
Durham 8.1250 0.2500 0.0155
Jacksonville 8.7500 0.2500 0.0155
Orlando 7.2500 0.2500 0.0155
Jacksonville 8.7500 0.2500 0.0155
SPARTA 7.3750 0.2500 0.0155
FAIRFAX 7.7500 0.2500 0.0155
RISING SUN 7.6250 0.2500 0.0155
GLENDALE 7.3750 0.2500 0.0155
Xxxxxxxx Xxxx 0.0000 0.0000 0.0000
Xxxxx 5.5000 0.2500 0.0155
Wando 6.3750 0.2500 0.0155
MIAMI 6.3750 0.2500 0.0155
XXXXXXX XXXXX XXXX 0.0000 0.0000 0.0000
XXXXXXXX 6.2500 0.2500 0.0155
XXXXXXX 5.6250 0.2500 0.0155
XXXXXXXX XXXX 0.0000 0.0000 0.0000
XXXXXXXXXX XXXXX 5.9900 0.2500 0.0155
FISHERS 7.0000 0.2500 0.0155
DIAMOND BAR 7.0000 0.2500 0.0155
LOS ANGELES (NORTH HOLLYW 6.2500 0.2500 0.0155
SPRING VALLEY 5.6000 0.2500 0.0155
SAN DIEGO 5.8750 0.2500 0.0155
PASO XXXXXX 6.2500 0.2500 0.0155
GLENDORA 5.7500 0.2500 0.0155
SAN LEANDRO 5.7500 0.2500 0.0155
HUNTINGTON BEACH 5.8750 0.2500 0.0155
RANCHO CUCAMONGA 5.8750 0.2500 0.0155
XXXXXX 5.7500 0.2500 0.0155
XXXXXXX 6.2500 0.2500 0.0155
INGLEWOOD 6.5000 0.2500 0.0155
STONY BROOK 6.5000 0.2500 0.0155
GAINESVILLE 6.5000 0.2500 0.0155
SAN DIEGO 6.5000 0.2500 0.0155
SANTA XXX 5.8750 0.2500 0.0155
SAN DIEGO 5.7500 0.2500 0.0155
SAN FRANCISCO 5.7500 0.2500 0.0155
ROCKLIN 5.7500 0.2500 0.0155
KENMORE 5.7500 0.2500 0.0155
LEESBURG 5.8750 0.2500 0.0155
RENO 6.2500 0.2500 0.0155
TORRANCE 5.6250 0.2500 0.0155
XXXXX XXXXX 0.0000 0.0000 0.0000
XXXXXXXX 5.7500 0.2500 0.0155
LAGUNA NIGUEL 6.3750 0.2500 0.0155
OCEAN CITY 6.3750 0.2500 0.0155
OXNARD 6.3750 0.2500 0.0155
XXXXXXXXXXX 0.0000 0.0000 0.0000
XXXXXXX 6.3750 0.2500 0.0155
NUEVO 6.3750 0.2500 0.0155
IMPERIAL BEACH 6.0000 0.2500 0.0155
STOCKTON 6.6250 0.2500 0.0155
LONG BEACH 6.6250 0.2500 0.0155
SPOTSYLVANIA 6.6250 0.2500 0.0155
VISTA 6.6250 0.2500 0.0155
CAPE CORAL 6.0000 0.2500 0.0155
BRENTWOOD 5.6250 0.2500 0.0155
XXXXXX XXXX 0.0000 0.0000 0.0000
XXXXXX XXXX XXXX)XX 6.0000 0.2500 0.0155
SAN DIEGO 6.0000 0.2500 0.0155
TREASURE ISLAND 7.1250 0.2500 0.0155
WESTMINSTER 7.1250 0.2500 0.0155
ARLINGTON 7.1250 0.2500 0.0155
XXX XXXXX 0.0000 0.0000 0.0000
XXXXXX XXXXX 6.0000 0.2500 0.0155
WESTON 6.1250 0.2500 0.0155
ORANGE 6.7500 0.2500 0.0155
OCEANSIDE 6.7500 0.2500 0.0155
LOS ANGELES 6.7500 0.2500 0.0155
POMPANO BEACH 6.7500 0.2500 0.0155
HOUSTON 6.7500 0.2500 0.0155
ANTIOCH 6.1250 0.2500 0.0155
RIVIERA BEACH 6.2500 0.2500 0.0155
XXXXXX 6.1250 0.2500 0.0155
FOUNTAIN VALLEY 5.8750 0.2500 0.0155
MIAMI 6.8750 0.2500 0.0155
PEARL RIVER 6.8750 0.2500 0.0155
MIAMI BEACH 6.8750 0.2500 0.0155
BROOKLYN 6.2500 0.2500 0.0155
MISSION VIEJO 6.1250 0.2500 0.0155
SAN DIEGO 6.3750 0.2500 0.0155
LONG BEACH 6.1250 0.2500 0.0155
RANCHO SANTA XXXXXXXXX 5.9900 0.2500 0.0155
Salt Lake City 7.2500 0.2500 0.0155
Indianapolis 7.7500 0.2500 0.0155
Bedminster 7.5000 0.2500 0.0155
Anoka 7.3750 0.2500 0.0155
ORONO 7.8750 0.2500 0.0155
Maple Grove 7.3750 0.2500 0.0155
XXXX 7.6250 0.2500 0.0155
XXXX 7.6250 0.2500 0.0155
NEW BRAUNFELS 8.8750 0.2500 0.0155
CONVERSE 7.5000 0.2500 0.0155
COCOA 7.1250 0.2500 0.0155
LANCASTER 7.3750 0.2500 0.0155
GREENVILLE 7.3750 0.2500 0.0155
XXXX 7.6250 0.2500 0.0155
THE WOODLANDS 7.2500 0.2500 0.0155
Tomball 7.2500 0.2500 0.0155
Waterbury 7.3750 0.2500 0.0155
NORFOLK 7.2500 0.2500 0.0155
Glendale 7.5000 0.2500 0.0155
Anthem 7.1250 0.2500 0.0155
HOUSTON 7.7500 0.2500 0.0155
Choctaw 7.5000 0.2500 0.0155
Houston 7.7500 0.2500 0.0155
JOLIET 7.3750 0.2500 0.0155
PEQUOT LAKES 7.3750 0.2500 0.0155
ARP 7.6250 0.2500 0.0155
TYLER 7.5000 0.2500 0.0155
Asheboro 8.0000 0.2500 0.0155
TAMPA 7.2500 0.2500 0.0155
Dallas 9.7500 0.2500 0.0155
Tampa 7.8750 0.2500 0.0155
Tampa 7.8750 0.2500 0.0155
Phoenix 7.3750 0.2500 0.0155
Miami 7.7500 0.2500 0.0155
Xxxxxxx 0.0000 0.0000 0.0000
Xxxxx Xxxxxx 7.3750 0.2500 0.0155
Phoenix 7.0000 0.2500 0.0155
Friendswood 7.3750 0.2500 0.0155
Old Hickory 7.5000 0.2500 0.0155
Las Vegas 7.5000 0.2500 0.0155
Orlando 8.2500 0.2500 0.0155
St Augustine 8.2500 0.2500 0.0155
Dallas 7.2500 0.2500 0.0155
Dallas 7.2500 0.2500 0.0155
Dallas 7.2500 0.2500 0.0155
Salt Lake City 8.6250 0.2500 0.0155
Dallas 7.2500 0.2500 0.0155
Houston 7.6250 0.2500 0.0155
Xxxx Xxxxxx 8.0000 0.2500 0.0155
Brooksville 7.1250 0.2500 0.0155
Wood River 7.6250 0.2500 0.0155
Birmingham 8.1250 0.2500 0.0155
Mc Louth 7.6250 0.2500 0.0155
Boca Raton 7.3750 0.2500 0.0155
Tampa 7.3750 0.2500 0.0155
Freehold 7.5000 0.2500 0.0155
Attleboro 7.2500 0.2500 0.0155
San Xxxxxxxx 7.3750 0.2500 0.0155
Xxxxxx 7.5000 0.2500 0.0155
Cleveland 7.3750 0.2500 0.0155
WILMINGTON 8.5000 0.2500 0.0155
Santa Xxxx 6.1250 0.2500 0.0155
ADELANTO 7.7500 0.2500 0.0155
tempe 8.3750 0.2500 0.0155
denver 8.7500 0.2500 0.0155
West Palm Beach 9.2500 0.2500 0.0155
King City 7.8750 0.2500 0.0155
TUSCALOOSA 7.3750 0.2500 0.0155
SANTA XXXX 6.7500 0.2500 0.0155
UKIAH 6.8750 0.2500 0.0155
HIDDEN VALLEY LAKE 6.6250 0.2500 0.0155
HAYWARD 6.7500 0.2500 0.0155
SAN XXXX 6.6250 0.2500 0.0155
SANTA XXXX 6.2500 0.2500 0.0155
Escondido 6.3750 0.2500 0.0155
XXXXXXXXX 7.6250 0.2500 0.0155
CLARKSBURG 7.6250 0.2500 0.0155
Upland 7.0000 0.2500 0.0155
Xxxx City 7.6250 0.2500 0.0155
Phoenix 7.5000 0.2500 0.0155
Phoenix 8.7500 0.2500 0.0155
Phoenix 7.5000 0.2500 0.0155
Maricopa 7.3750 0.2500 0.0155
XXXXXX XXXXX 0.0000 0.0000 0.0000
XXXXXXXXXXXX 7.2500 0.2500 0.0155
MCDONOUGH 7.2500 0.2500 0.0155
Hinesville 7.7500 0.2500 0.0155
STATHAM 7.2500 0.2500 0.0155
CHARLOTTE 7.0000 0.2500 0.0155
FAIRBURN 7.3750 0.2500 0.0155
CONYERS 7.0000 0.2500 0.0155
MCDONOUGH 7.0000 0.2500 0.0155
SENECA 7.0000 0.2500 0.0155
ROME 7.3750 0.2500 0.0155
Atlanta 7.3750 0.2500 0.0155
Newnan 7.2500 0.2500 0.0155
CARTERSVILLE 7.6250 0.2500 0.0155
STONE MOUNTAIN 7.3750 0.2500 0.0155
Lithonia 7.5000 0.2500 0.0155
Powder Springs 7.3750 0.2500 0.0155
DALLAS 7.3750 0.2500 0.0155
CHARLOTTE 7.3750 0.2500 0.0155
Douglasville 7.3750 0.2500 0.0155
Dayton 7.3750 0.2500 0.0155
CARTERSVILLE 6.8750 0.2500 0.0155
XXXXXXXXXXX 0.0000 0.0000 0.0000
XXXXXX XXXXXXXXX 6.2500 0.2500 0.0155
XXXXXX 7.0000 0.2500 0.0155
LAS VEGAS 7.3750 0.2500 0.0155
PORTLAND 7.5000 0.2500 0.0155
ENCINO 7.2500 0.2500 0.0155
COMMERCE 7.8750 0.2500 0.0155
Louisville 8.6250 0.2500 0.0155
SPRINGFIELD 7.8750 0.2500 0.0155
Olive Branch 7.5000 0.2500 0.0155
Olive Branch 7.2500 0.2500 0.0155
Xxxxxx 7.5000 0.2500 0.0155
Grand Prairie 7.6250 0.2500 0.0155
SAN FRANCISCO 7.0000 0.2500 0.0155
Xxxx 5.7500 0.2500 0.0155
Xxxxx Xxxxxx Xxxxx 0.0000 0.0000 0.0000
Xxxxxx 7.5000 0.2500 0.0155
Atlanta 7.6250 0.2500 0.0155
Xxxxxx 7.5000 0.2500 0.0155
Newnan 7.2500 0.2500 0.0155
Cartersville 7.1250 0.2500 0.0155
Canton 7.6250 0.2500 0.0155
Villa Rica 8.1250 0.2500 0.0155
Dallas 7.0000 0.2500 0.0155
Atlantic Beach 5.7500 0.2500 0.0155
Valdosta 5.6250 0.2500 0.0155
Vinton 7.7500 0.2500 0.0155
Trenton 7.0000 0.2500 0.0155
LEWISVILLE 8.6250 0.2500 0.0155
Plano 7.3750 0.2500 0.0155
WICHITA 7.7500 0.2500 0.0155
XXXXXXXXX XXX 0.0000 0.0000 0.0000
XXXXXXXX 7.7500 0.2500 0.0155
Xxxxx Xxxxx 0.0000 0.0000 0.0000
XXXXXXXXXX 7.8750 0.2500 0.0155
XXXXXX XXXXXXXXX 0.0000 0.0000 0.0000
XXXXX XXXXXXXXXX 8.5000 0.2500 0.0155
CORONA 7.0000 0.2500 0.0155
KISSIMMEE 7.1250 0.2500 0.0155
ALAMOSA 7.2500 0.2500 0.0155
CO SPGS 7.5000 0.2500 0.0155
Muskogee 6.7500 0.2500 0.0155
SANTA XXXX 7.3750 0.2500 0.0155
ALPINE 7.2500 0.2500 0.0155
OREM 7.5000 0.2500 0.0155
Murrieta 8.8750 0.2500 0.0155
Norton 7.7500 0.2500 0.0155
XXXXXXX 7.0000 0.2500 0.0155
Worcester 8.7500 0.2500 0.0155
Columbiana 8.5000 0.2500 0.0155
Hartford 7.3750 0.2500 0.0155
Cleveland 8.5000 0.2500 0.0155
Miami 7.6250 0.2500 0.0155
Xxxxxxx 7.5000 0.2500 0.0155
Orlando 7.6250 0.2500 0.0155
Atlanta 8.5000 0.2500 0.0155
Xxxxxxxx Xxxxxxxx 0.0000 0.0000 0.0000
Xxxxxxx 7.7500 0.2500 0.0155
COLUMBIA 7.3750 0.2500 0.0155
Charleston 7.3750 0.2500 0.0155
Riverdale 7.6250 0.2500 0.0155
Conyers 7.7500 0.2500 0.0155
Las Vegas 7.0000 0.2500 0.0155
Scottsdale 8.7500 0.2500 0.0155
Hampton 7.5000 0.2500 0.0155
Oro Valley 6.3750 0.2500 0.0155
YUMA 7.3750 0.2500 0.0155
Hampstead 7.2500 0.2500 0.0155
Marietta 7.2500 0.2500 0.0155
Dallas 8.6250 0.2500 0.0155
CHICKAMAUGA 8.5000 0.2500 0.0155
MACON 5.8750 0.2500 0.0155
CHICKAMAUGA 6.8750 0.2500 0.0155
Xxxxx Xxxxxx 0.0000 0.0000 0.0000
Xxxxxxxxxxxx 8.1250 0.2500 0.0155
Avalon 7.5000 0.2500 0.0155
Vineland 7.3750 0.2500 0.0155
Philadelphia 8.1250 0.2500 0.0155
Xxxxxx Xxxx 0.0000 0.0000 0.0000
Xxxxxxxx 7.7500 0.2500 0.0155
Xxxxxx 7.2500 0.2500 0.0155
POTOMAC 7.1250 0.2500 0.0155
Haverstraw 7.2500 0.2500 0.0155
LILBURN 7.2500 0.2500 0.0155
DOUGLASVILLE 8.0000 0.2500 0.0155
DES MOINES 7.8750 0.2500 0.0155
BELLEVUE 6.1250 0.2500 0.0155
Baltimore 7.6250 0.2500 0.0155
Passaic 7.8750 0.2500 0.0155
Muskegon 7.7500 0.2500 0.0155
Charlotte 7.6250 0.2500 0.0155
SAN ANTONIO 7.5000 0.2500 0.0155
PIPE CREEK 7.6250 0.2500 0.0155
SAN ANTONIO 7.7500 0.2500 0.0155
BROKEN ARROW 7.5000 0.2500 0.0155
FULLERTON 6.0000 0.2500 0.0155
XXXXXXXXX 0.0000 0.0000 0.0000
XXXXXXXX 6.3750 0.2500 0.0155
HEMET 5.5000 0.2500 0.0155
GARDENA 5.7500 0.2500 0.0155
PASO XXXXXX 5.6250 0.2500 0.0155
SAN XXXX 5.8750 0.2500 0.0155
OAKLAND 5.5000 0.2500 0.0155
TUSTIN 5.8750 0.2500 0.0155
SANTA FE SPRINGS 5.5000 0.2500 0.0155
GIG HARBOR 5.8750 0.2500 0.0155
GARDENA 5.8750 0.2500 0.0155
VIRGINIA BEACH 6.2500 0.2500 0.0155
BEDFORD 6.0000 0.2500 0.0155
ROSEDALE 6.2500 0.2500 0.0155
CHINO 5.8750 0.2500 0.0155
LA HONDA 5.8750 0.2500 0.0155
ROSEVILLE 5.8750 0.2500 0.0155
PHOENIXVILLE 5.8750 0.2500 0.0155
XXXXXXXX XXXXX 0.0000 0.0000 0.0000
XXXXXXX XXXX 6.1250 0.2500 0.0155
BEACH MOUNTAIN 5.8750 0.2500 0.0155
BIRMINGHAM 6.6250 0.2500 0.0155
MOORESVILLE 6.1250 0.2500 0.0155
XXXXX 6.1250 0.2500 0.0155
WEST PALM BEACH 6.1250 0.2500 0.0155
TOMS RIVER 5.5000 0.2500 0.0155
CHAPEL HILL 5.7500 0.2500 0.0155
PACIFIC PALISADES 5.7500 0.2500 0.0155
RUMSON 6.1250 0.2500 0.0155
RICHMOND 5.5000 0.2500 0.0155
JACKSONVILLE 6.1250 0.2500 0.0155
WINSTON SALEM 5.8750 0.2500 0.0155
HILTON HEAD 5.6250 0.2500 0.0155
XXXXXXXXX 5.6250 0.2500 0.0155
ARLINGTON 5.7500 0.2500 0.0155
CHARLTON 6.1250 0.2500 0.0155
MIAMI BEACH 6.5000 0.2500 0.0155
HOT SPRINGS 5.8750 0.2500 0.0155
BIRMINGHAM 6.2500 0.2500 0.0155
XXXXXXXXXXX 0.0000 0.0000 0.0000
XXXXX XXXXXXXXXX 5.8750 0.2500 0.0155
MT PLEASANT 6.2500 0.2500 0.0155
CHARLESTON 6.2500 0.2500 0.0155
GAINESVILLE 5.8750 0.2500 0.0155
NEWARK 6.1250 0.2500 0.0155
BRIARCLIFF MANOR 6.0000 0.2500 0.0155
BOWIE 6.1250 0.2500 0.0155
XXXX XXXXX XXXXXXX 0.0000 0.0000 0.0000
XXXXXXXX XXXXX 6.0000 0.2500 0.0155
XXXXX XXXX 0.0000 0.0000 0.0000
XXXXXXXXX 6.0000 0.2500 0.0155
APEX 6.0000 0.2500 0.0155
RICHMOND 6.0000 0.2500 0.0155
XXXX 6.0000 0.2500 0.0155
WINSTON SALEM 6.0000 0.2500 0.0155
MT PLEASANT 5.6250 0.2500 0.0155
XXXX 0.0000 0.2500 0.0155
LEESBURG 6.0000 0.2500 0.0155
VIRGINIA BEACH 6.0000 0.2500 0.0155
DAHLONEGA 6.0000 0.2500 0.0155
XXXXXXXX TWP 6.0000 0.2500 0.0155
SENECA 5.7500 0.2500 0.0155
AVENTURA 6.2500 0.2500 0.0155
SAVANNAH 6.1250 0.2500 0.0155
NEW YORK 6.0000 0.2500 0.0155
RALEIGH 6.0000 0.2500 0.0155
MONTCLAIR 6.3750 0.2500 0.0155
SHORT HILLS 5.8750 0.2500 0.0155
SAVANNAH 5.8750 0.2500 0.0155
XXXXXX 6.0000 0.2500 0.0155
NEW YORK 5.8750 0.2500 0.0155
BLUFFTON 5.7500 0.2500 0.0155
WILDWOOD 6.0000 0.2500 0.0155
HILTON HEAD ISLAND 6.2500 0.2500 0.0155
BLOWING ROCK 6.2500 0.2500 0.0155
NOKESVILLE 6.3750 0.2500 0.0155
NORFOLK 6.1250 0.2500 0.0155
NEW YORK 6.2500 0.2500 0.0155
XXXXXXXXXX XXXXX 0.0000 0.0000 0.0000
XXXXXX 6.2500 0.2500 0.0155
XXXXXX XXXXXX 0.0000 0.0000 0.0000
XXXXXXXXX 6.0000 0.2500 0.0155
HILLSBOROUGH 6.1250 0.2500 0.0155
ALEXANDRIA 6.2500 0.2500 0.0155
PHILADELPHIA 6.3750 0.2500 0.0155
JACKSONVILLE 6.3750 0.2500 0.0155
HOMEWOOD 5.8750 0.2500 0.0155
PEEKSKILL 6.2500 0.2500 0.0155
YORKTOWN 5.6250 0.2500 0.0155
XXXXXXXXXX XXXXX 0.0000 0.0000 0.0000
XXXXXXXXXXXXXX 5.6250 0.2500 0.0155
RICHMOND 6.1250 0.2500 0.0155
XXXXXXXXX 0.0000 0.0000 0.0000
XXXXXXXX XXXX 6.6250 0.2500 0.0155
WASHINGTON 5.6250 0.2500 0.0155
XXXX XXXXXXX XXXXXXXX 0.0000 0.0000 0.0000
XXXXXX 6.0000 0.2500 0.0155
CORAL SPRINGS 6.0000 0.2500 0.0155
RALEIGH 6.1250 0.2500 0.0155
STEWARTSTOWN 6.0000 0.2500 0.0155
COLUMBUS 6.1250 0.2500 0.0155
XXXXXXXX 5.8750 0.2500 0.0155
DAVIDSON 6.6250 0.2500 0.0155
OZONA 6.6250 0.2500 0.0155
MILFORD 6.0000 0.2500 0.0155
MOORESVILLE 5.8750 0.2500 0.0155
ELLICOTT CITY 5.8750 0.2500 0.0155
XXXX XXXXX 6.1250 0.2500 0.0155
APEX 6.0000 0.2500 0.0155
MC LEAN 6.0000 0.2500 0.0155
PARSIPPANY 6.1250 0.2500 0.0155
FT LAUDERDALE 6.1250 0.2500 0.0155
FREDERICKSBURG 6.0000 0.2500 0.0155
WINTER GARDEN 6.6250 0.2500 0.0155
MARIPOSA 6.0000 0.2500 0.0155
CITY OF LONG BEACH 5.7500 0.2500 0.0155
PARK CITY 6.1250 0.2500 0.0155
XXXXXX 5.8750 0.2500 0.0155
LINCOLN 5.8750 0.2500 0.0155
XXXXXXXXXX 5.8750 0.2500 0.0155
DANVILLE 5.8750 0.2500 0.0155
HOPEWELL 5.5000 0.2500 0.0155
NAPA 6.0000 0.2500 0.0155
OAKTON 6.0000 0.2500 0.0155
BRUSH PRAIRIE 5.8750 0.2500 0.0155
XXXXXX XXXXX 0.0000 0.0000 0.0000
XXXX XXXXXXXXX 6.1250 0.2500 0.0155
SAN XXXX 5.6250 0.2500 0.0155
XXXX XXXX 0.0000 0.0000 0.0000
XXXXXXXX XXXXXXXX 5.8750 0.2500 0.0155
MONTICELLO 5.8750 0.2500 0.0155
XXXX XXXX 0.0000 0.0000 0.0000
XXXXXXXX 5.8750 0.2500 0.0155
MILWAUKEE 8.7500 0.2500 0.0155
UNINCORPORATED AREA 6.2500 0.2500 0.0155
SPRING VALLEY 6.1250 0.2500 0.0155
SAN DIEGO 7.0000 0.2500 0.0155
ARLINGTON 6.3750 0.2500 0.0155
ANDOVER 5.6250 0.2500 0.0155
FRESNO 6.6250 0.2500 0.0155
XXXXXXXX HEIGHTS 6.5000 0.2500 0.0155
CHICAGO 6.5000 0.2500 0.0155
KOKOMO 6.5000 0.2500 0.0155
SAN XXXX 5.7500 0.2500 0.0155
XXXX XXXX XXXX 0.0000 0.0000 0.0000
XXXX XXXX 6.1250 0.2500 0.0155
GLENDALE 6.1250 0.2500 0.0155
WINCHESTER 5.7500 0.2500 0.0155
CITY OF SAN XXXX 5.3750 0.2500 0.0155
WEST LINN 6.0000 0.2500 0.0155
OKLAHOMA CITY 5.7500 0.2500 0.0155
CITY1 LPMI CURRENT_NET_COUPON STATED_MAT
---------------------------------------------------------------------------------------------------------------------------
POTOMAC 0.0000 5.7345 20351201
ASHBURN 0.0000 5.2345 20330901
VIENNA 0.0000 5.2345 20351001
XXXXX XXXXX 0.0000 5.7345 20351201
WASHINGTON 0.0000 5.7345 20351201
CABIN XXXX 0.0000 5.7345 20351001
KENSINGTON 0.0000 5.7345 20351001
ROCKVILLE 0.0000 5.7345 20351001
COLUMBIA 0.0000 5.7345 20351201
OAKTON 0.0000 5.7345 20351101
BETHESDA 0.0000 5.7345 20351101
ASHBURN 0.0000 5.7345 20360101
WASHINGTON 0.0000 5.7345 20360101
WASHINGTON 0.0000 5.7345 20351201
SOUTHINGTON 0.0000 5.7345 20351101
ALEXANDRIA 0.0000 5.7345 20351001
FALLS CHURCH 0.0000 5.7345 20351001
ARLINGTON 0.0000 5.7345 20351001
REHOBOTH BEACH 0.0000 6.4845 20350901
CENTREVILLE 0.0000 5.3595 20351001
GLENALLEN 0.0000 6.4845 20360101
ANNAPOLIS 0.0000 6.3595 20360101
SILVER SPRING 0.0000 6.2345 20340201
ARVADA 0.0000 6.2345 20360201
XXXXXXX 0.0000 6.2345 20360101
MANASSAS 0.0000 6.2345 20360101
SAN DIEGO 0.0000 6.2345 20351201
CHAPEL HILL 0.0000 6.2345 20360101
CHEVY CHASE 0.0000 6.2345 20351201
XXXXXX LANDING 0.0000 6.2345 20351201
SILVER SPRING 0.0000 6.2345 20360101
VIENNA 0.0000 6.2345 20360101
WASHINGTON 0.0000 6.2345 20351201
MANASSAS 0.0000 6.2345 20360101
CHEVY CHASE 0.0000 5.7345 20351101
NEWTOWN 0.0000 6.1095 20360101
ALEXANDRIA 0.0000 6.1095 20360101
CORAL GABLES 0.0000 6.1095 20360101
FAIRFAX 0.0000 5.4845 20351101
XXXXXX 0.0000 6.1095 20360101
ERWINNA 0.0000 6.1095 20360101
WASHINGTON 0.0000 5.4845 20351101
PORT WASHINGTON 0.0000 5.4845 20350801
MICHELLVILLE 0.0000 6.1095 20351101
LA PLATA 0.0000 6.1095 20351001
BETHESDA 0.0000 6.1095 20351001
GREENWOOD LAKE 0.0000 5.4845 20351101
BOWIE 0.0000 5.4845 20351101
ELLICOTT CITY 0.0000 6.1095 20351001
WASHINGTON 0.0000 6.1095 20360101
ALEXANDRIA 0.0000 6.1095 20360101
BETHESDA 0.0000 6.1095 20360101
XXXXXXX TOWN 0.0000 6.1095 20351101
WASHINGTON 0.0000 6.1095 20360101
CHANTILLY 0.0000 6.1095 20360101
OAKTON 0.0000 6.1095 20360101
HILLSBOROUGH 0.0000 6.1095 20360101
SILVER SPRING 0.0000 6.1095 20351201
WASHINGTON 0.0000 6.1095 20360101
BETHESDA 0.0000 6.1095 20351201
LEESBURG 0.0000 6.1095 20351201
LAUREL 0.0000 6.1095 20351201
NW, WASHINGTON 0.0000 6.1095 20351201
CHEVY CHASE 0.0000 6.1095 20351201
BURTONVILLE 0.0000 5.7345 20351001
PHOENIX 0.0000 6.1095 20360101
BETHESDA 0.0000 5.7345 20351101
BETHESDA 0.0000 6.1095 20351101
WASHINGTON 0.0000 5.6095 20351201
JACKSONVILLE 0.0000 5.9845 20360101
XXXXXXXX 0.0000 5.9845 20351201
MANASSAS PARK 0.0000 5.9845 20351001
SPRINGFIELD 0.0000 5.6095 20351201
STERLING 0.0000 5.9845 20351001
WALNUT CREEK 0.0000 5.9845 20351001
UNION HALL 0.0000 5.9845 20351201
WASHINGTON 0.0000 5.9845 20360101
YORKTOWN 0.0000 5.9845 20360101
DERWOOD 0.0000 5.9845 20351201
ROCKVILLE 0.0000 5.6095 20351001
WARRENTON 0.0000 5.9845 20351201
RESTON 0.0000 5.9845 20351201
ARLINGTON 0.0000 5.6095 20351101
ALEXANDRIA 0.0000 5.9845 20360101
REHOBOTH BEACH 0.0000 5.9845 20360101
WASHINGTON 0.0000 5.9845 20351201
GAINESVILLE 0.0000 5.9845 20360101
KENSINGTON 0.0000 5.9845 20351201
KENSINGTON 0.0000 5.9845 20351101
ALEXANDRIA 0.0000 5.6095 20351101
ALEXANDRIA 0.0000 5.6095 20351001
ASHBURN 0.0000 5.9845 20351101
ARLINGTON 0.0000 5.6095 20351001
TOWER LAKES 0.0000 5.8595 20351101
0000 XXXXXXX XXXXXX 0.0000 5.6095 20351001
REHOBETH BEACH 0.0000 5.6095 20351101
CHEVY CHASE 0.0000 5.8595 20360101
QUEENSTOWN 0.0000 5.8595 20351001
GREAT FALLS 0.0000 5.8595 20351101
POTOMAC 0.0000 5.8595 20351101
DERWOOD 0.0000 5.8595 20351101
ALEXANDRIA 0.0000 5.8595 20351001
BETHESDA 0.0000 5.8595 20351001
CHOWCHILLA 0.0000 5.8595 20351101
XXXXX HARBORS 0.0000 5.8595 20350901
LAUREL 0.0000 5.8595 20360101
ARLINGTON 0.0000 5.8595 20351101
WASHINGTON 0.0000 5.8595 20351201
WASHINGTON 0.0000 5.8595 20351201
ARLINGTON 0.0000 5.8595 20351101
BETHESDA 0.0000 5.8595 20351201
FLEMINGTON 0.0000 5.7345 20360101
Centreville 0.0000 8.3595 20360401
Upper Marlboro 0.0000 8.2345 20360401
Winchester 0.0000 7.6095 20360401
Purcellville 0.0000 7.4845 20360401
Clinton 0.0000 6.9845 20360301
Manassas 0.0000 7.2345 20360401
Clinton 0.0000 6.8595 20360401
Xxxxxxx 0.0000 6.9845 20360401
Newport News 0.0000 6.8595 20360401
Hollywood 0.0000 6.9845 20360401
Xxxxxxxx 0.0000 6.7345 20360401
Rockford 0.0000 7.2345 20360401
Elk Grove 0.0000 6.1095 20350901
FAWN GROVE 0.0000 7.2345 20360301
WASHINGTON 0.0000 6.6095 20360301
BALTIMORE 0.0000 8.6095 20360401
NEWARK 0.0000 6.6095 20360301
XXXXXX 0.0000 8.6095 20360401
Newark 0.0000 7.4845 20360301
Milford 0.0000 6.9845 20351201
Brooklyn 0.0000 7.1095 20360101
Brooklyn 0.0000 7.1095 20360401
Rochester 0.0000 7.7245 20351201
Largo 0.0000 8.1095 20360401
XXXXXXX 0.0000 6.7345 20360401
PATERSON 0.0000 6.9845 20360401
ORLANDO 0.0000 7.2345 20360401
HAMPTON BOROUGH 0.0000 7.8595 20360401
VICTORY GARDENS BOROUGH 0.0000 8.3595 20360401
MYRTLE BEACH 0.0000 7.4845 20360401
MUSKEGON 0.0000 7.7345 20360401
Cleveland 0.0000 8.1095 20360401
MIAMI 0.0000 7.6095 20360201
Newark 0.0000 8.3595 20360301
Perth Amboy 0.0000 7.8595 20360201
WESTMINSTER 0.0000 7.4845 20360401
Naples 0.0000 6.7345 20360201
Englewood 0.0000 6.9845 20360201
New Orleans 0.0000 6.7345 20360201
Clermont 0.0000 6.8595 20360401
ATLANTA 0.0000 8.1095 20360401
XXXXXXXX 0.0000 7.3595 20360401
GAINESVILLE 0.0000 8.1095 20360401
POWDER SPRINGS 0.0000 7.6095 20360301
DALLAS 0.0000 6.9845 20360401
BROOKLYN 0.0000 7.2345 20360201
Xxxxxx Park 0.0000 8.6095 20360401
Richboro 0.0000 6.8595 20360401
AUBURN 0.0000 7.1095 20360401
AUSTIN 0.0000 8.6095 20360401
Arlington 0.0000 7.2345 20360401
Phenix City 0.0000 7.1095 20360301
Salisbury 0.0000 7.1095 20360401
Brownsville 0.0000 6.9845 20360301
Roswell 0.0000 6.9845 20360401
Denver 0.0000 6.8595 20360101
Little Rock 0.0000 6.7345 20360301
Miami 0.0000 6.7345 20360301
Cleveland 0.0000 6.9845 20360401
HOUSTON 0.0000 7.1095 20360301
XXXXXXX 0.0000 7.2345 20360401
Saint Xxxx 0.0000 7.6095 20360301
Houston 0.0000 7.6095 20360301
Canyon Lake 0.0000 7.7345 20360401
Dallas 0.0000 7.7345 20360301
SPRING 0.0000 6.7345 20360401
Fort Worth 0.0000 6.8595 20360301
JACKSONVILLE 0.0000 7.7345 20360401
Blue Island 0.0000 7.2345 20360401
San Antonio 0.0000 7.8595 20360301
Providence 0.0000 7.6095 20360401
Oklahoma City 0.0000 7.4845 20360401
Von Ormy 0.0000 7.7345 20360401
Rio Rancho 0.0000 7.1095 20360301
HEMET 0.0000 7.2345 20360401
Xxxxxx Grande 0.0000 6.9845 20360401
San Pablo 0.0000 8.4845 20360401
Xxxxxxx 0.0000 7.6095 20360401
Portland 0.0000 7.1095 20360301
Xxxxxxx 0.0000 7.1095 20360401
Sebring 0.0000 7.4845 20360401
Saint Helens 0.0000 7.1095 20360301
Vallejo 0.0000 6.9845 20360401
Portland 0.0000 6.9845 20360401
LEXINGTON 0.0000 6.3595 20360401
Xxxxxx 0.0000 7.2345 20360401
XXXXXX 0.0000 7.2345 20360301
Brookings 0.0000 7.3595 20360401
CINCINNATI 0.0000 7.1095 20360401
COLUMBUS 0.0000 6.8595 20360401
TERRE HAUTE 0.0000 7.2345 20360401
NELSONVILLE 0.0000 6.7345 20360401
JUPITER 0.0000 7.2345 20360401
Denver 0.0000 7.4845 20360401
Milwaukee 0.0000 7.3595 20360401
Harmony 0.0000 7.2345 20360301
Silver Spring 0.0000 7.2345 20360401
Sterling 0.0000 6.9845 20360301
MOORETOWN 0.0000 5.4845 20340201
Humble 0.0000 6.9845 20360401
Chattanooga 0.0000 8.7345 20360401
Wichita 0.0000 7.8595 20360401
Rio Rico 0.0000 7.6095 20360301
Cedar Rapids 0.0000 7.6095 20360401
Cottonwood 0.0000 7.1095 20360401
Emporia 0.0000 7.6095 20351201
FREDERICKSBURG 0.0000 7.6095 20360301
San Antonio 0.0000 7.6095 20360301
SPRING 0.0000 7.2345 20360401
TEMPLE 0.0000 7.2345 20360401
MIAMI 0.0000 6.9845 20360201
Baytown 0.0000 7.4845 20360301
Somerset 0.0000 6.8595 20360401
Xxxxxx 0.0000 8.1095 20360401
Newark 0.0000 7.6095 20360301
Philadelphia 0.0000 8.4845 20360401
Utica 0.0000 8.6095 20360301
CANANDAIGUA 0.0000 7.6095 20360401
NORTH PROVIDENCE 0.0000 8.4845 20351201
Plainville 0.0000 7.9845 20360401
XXXXXXXX 0.0000 7.1095 20360401
CANANDAIGUA 0.0000 7.6095 20360401
FARMINGVILLE 0.0000 7.1095 20360401
Waterbury 0.0000 6.6095 20360301
Rochester 0.0000 7.6095 20360401
Rochester 0.0000 7.6095 20360401
Rochester 0.0000 7.6095 20360401
Rochester 0.0000 7.6095 20360401
Stonewall 0.0000 6.6095 20360401
DURHAM 0.0000 7.1095 20360301
HYATTSVILLE 0.0000 6.9845 20360401
STERLING 0.0000 7.1095 20360401
Mission 0.0000 7.2345 20360301
Xxxxx 0.0000 7.4845 20360301
CHATSWORTH 0.0000 7.2345 20360401
Xxxxxx 0.0000 7.2345 20360301
CHANTILLY 0.0000 7.4845 20360401
Ellicott City 0.0000 7.3595 20360401
Shrewsbury 0.0000 7.6095 20360301
ELKRIDGE 0.0000 6.9845 20360401
Sylmar 0.0000 7.5345 20360301
Las Cruces 0.0000 6.9845 20360401
Lubbock 0.0000 7.2345 20360101
Champaign 0.0000 7.4845 20360401
Newark 0.0000 8.2345 20360201
Austin 0.0000 7.4845 20360201
Trenton 0.0000 7.6095 20360101
Florissant 0.0000 6.2345 20360201
Kingwood 0.0000 6.6095 20360101
Rochester 0.0000 7.7345 20360101
Swansea 0.0000 6.6095 20360101
Xxxxxx 0.0000 6.8595 20360301
City By The Sea 0.0000 7.6095 20360201
Charlotte 0.0000 7.1095 20360301
YUMA 0.0000 7.3595 20360301
BALTIMORE 0.0000 7.2345 20360301
XXXXXX 0.0000 6.7345 20360401
Las Vegas 0.0000 7.2345 20360401
Huntington 0.0000 7.6095 20360301
Huntington 0.0000 6.8595 20360301
Paterson 0.0000 7.1095 20360301
West Orange 0.0000 7.3595 20360401
West New York 0.0000 7.6095 20360401
Paterson 0.0000 7.2345 20360401
Xxxxxxx 0.0000 7.1095 20360401
Leonia 0.0000 6.8595 20360401
AUSTIN 0.0000 5.3595 20350901
ROCKFORD 0.0000 6.1095 20350901
GAITHERSBURG 0.0000 6.1095 20350901
SAN DIEGO 0.0000 5.3595 20351001
GLENDALE 0.0000 5.7345 20351001
SAN DIEGO 0.0000 5.7345 00000000
BURBANK 0.0000 5.7345 20351001
RANCHO SANTA XXXXXXXXX 0.0000 5.2345 20350901
CORONA 0.0000 6.2345 20350901
ALEXANDRIA 0.0000 5.8595 20350901
PORT WASHIGTON 0.0000 5.8595 20350901
LANGHORNE 0.0000 5.6095 20350701
LOS ANGELES 0.0000 5.6095 20351001
GLENDALE 0.0000 5.6095 20350901
XXXXXX 0.0000 5.9845 20350901
SUGAR LAND 0.0000 5.7345 20350901
SAN XXXX 0.0000 5.7345 20350601
XXXXXX 0.0000 5.7345 20351001
ASHBURN 0.0000 5.3595 20350701
Pompton Lakes 0.0000 5.8595 20351001
CHULA VISTA 0.0000 6.8595 20360401
HANFORD 0.0000 7.6095 20360301
Saint Louis 0.0000 6.8595 20360301
NILES 0.0000 6.9845 20360301
Xxxxxxx 0.0000 7.7345 20360301
GOLD CANYON 0.0000 7.1095 20360401
SCOTTSDALE 0.0000 6.7345 20360301
MIAMI 0.0000 7.4845 20360401
Durham 0.0000 7.8595 20360401
Jacksonville 0.0000 8.4845 20360401
Orlando 0.0000 6.9845 20360401
Jacksonville 0.0000 8.4845 20360401
SPARTA 0.0000 7.1095 20360401
FAIRFAX 0.0000 7.4845 20360401
RISING SUN 0.0000 7.3595 20360401
GLENDALE 0.0000 7.1095 20360401
Panorama City 0.0000 7.1095 20360401
Olney 0.0000 5.2345 20350901
Wando 0.0000 6.1095 20351201
XXXXX 0.0000 0.0000 00000000
XXXXXXX XXXXX XXXX 0.0000 6.1095 20350701
BERKELEY 0.0000 5.9845 20350801
REDDING 0.0000 5.3595 20350801
THOUSAND OAKS 0.0000 6.7245 20350801
HUNTINGTON BEACH 0.0000 5.7245 20350801
FISHERS 0.0000 6.7345 20350701
DIAMOND BAR 0.0000 6.7345 20350601
LOS ANGELES (NORTH HOLLYW 0.0000 5.9845 20350601
SPRING VALLEY 0.0000 5.3345 20350801
SAN DIEGO 0.0000 5.6095 20350701
PASO XXXXXX 0.0000 5.9845 20350601
GLENDORA 0.0000 5.4845 20350701
SAN LEANDRO 0.0000 5.4845 20350701
HUNTINGTON BEACH 0.0000 5.6095 20350801
RANCHO CUCAMONGA 0.0000 5.6095 20350701
XXXXXX 0.0000 5.4845 20350701
XXXXXXX 0.0000 5.9845 20350701
INGLEWOOD 0.0000 6.2345 20350701
STONY BROOK 0.0000 6.2345 20350701
GAINESVILLE 0.0000 6.2345 20350801
SAN DIEGO 0.0000 6.2345 20350801
SANTA XXX 0.0000 5.6095 20350701
SAN DIEGO 0.0000 5.4845 20350701
SAN FRANCISCO 0.0000 5.4845 20350701
ROCKLIN 0.0000 5.4845 20350801
KENMORE 0.0000 5.4845 20350801
LEESBURG 0.0000 5.6095 20350701
RENO 0.0000 5.9845 20350701
TORRANCE 0.0000 5.3595 20350701
CHULA VISTA 0.0000 5.9845 20350601
CARLSBAD 0.0000 5.4845 20350701
LAGUNA NIGUEL 0.0000 6.1095 20350801
OCEAN CITY 0.0000 6.1095 20350701
OXNARD 0.0000 6.1095 20350701
WESTMINSTER 0.0000 5.9845 20350701
NORWALK 0.0000 6.1095 20350601
NUEVO 0.0000 6.1095 20350801
IMPERIAL BEACH 0.0000 5.7345 20350801
STOCKTON 0.0000 6.3595 20350701
LONG BEACH 0.0000 6.3595 20350701
SPOTSYLVANIA 0.0000 6.3595 20350601
VISTA 0.0000 6.3595 20350601
CAPE CORAL 0.0000 5.7345 20350801
BRENTWOOD 0.0000 5.3595 20350701
XXXXXX XXXX 0.0000 0.0000 00000000
XXXXXX XXXX XXXX)XX 0.0000 5.7345 20350701
SAN DIEGO 0.0000 5.7345 20350701
TREASURE ISLAND 0.0000 6.8595 20350701
WESTMINSTER 0.0000 6.8595 20350701
ARLINGTON 0.0000 6.8595 20350701
SAN DIMAS 0.0000 6.1095 20350801
LAGUNA HILLS 0.0000 5.7345 20350801
WESTON 0.0000 5.8595 20350701
ORANGE 0.0000 6.4845 20350801
OCEANSIDE 0.0000 6.4845 20350601
LOS ANGELES 0.0000 6.4845 20350601
POMPANO BEACH 0.0000 6.4845 20350801
HOUSTON 0.0000 6.4845 20350601
ANTIOCH 0.0000 5.8595 20350701
RIVIERA BEACH 0.0000 5.9845 20350801
XXXXXX 0.0000 5.8595 20350801
FOUNTAIN VALLEY 0.0000 5.6095 20350701
MIAMI 0.0000 6.6095 20350801
PEARL RIVER 0.0000 6.6095 20350701
MIAMI BEACH 0.0000 6.6095 20350801
BROOKLYN 0.0000 5.9845 20350701
MISSION VIEJO 0.0000 5.8595 20350801
SAN DIEGO 0.0000 6.1095 20350801
LONG BEACH 0.0000 5.8595 20350701
XXXXXX XXXXX XXXXXXXXX 0.0000 0.0000 00000000
Xxxx Xxxx Xxxx 0.0000 6.9845 20360401
Indianapolis 0.0000 7.4845 20360101
Bedminster 0.0000 7.2345 20360301
Anoka 0.0000 7.1095 20360401
ORONO 0.0000 7.6095 20360401
Maple Grove 0.0000 7.1095 20360401
XXXX 0.0000 7.3595 20360401
XXXX 0.0000 7.3595 20360401
NEW BRAUNFELS 0.0000 8.6095 20360401
CONVERSE 0.0000 7.2345 20360401
COCOA 0.0000 6.8595 20360401
LANCASTER 0.0000 7.1095 20360401
GREENVILLE 0.0000 7.1095 20360401
XXXX 0.0000 7.3595 20360401
THE WOODLANDS 0.0000 6.9845 20360401
Tomball 0.0000 6.9845 20360401
Waterbury 0.0000 7.1095 20360501
NORFOLK 0.0000 6.9845 20360401
Glendale 0.0000 7.2345 20360401
Anthem 0.0000 6.8595 20360401
HOUSTON 0.0000 7.4845 20360201
Choctaw 0.0000 7.2345 20360101
Houston 0.0000 7.4845 20360201
JOLIET 0.0000 7.1095 20360401
PEQUOT LAKES 0.0000 7.1095 20360401
ARP 0.0000 7.3595 20360301
TYLER 0.0000 7.2345 20360401
Asheboro 0.0000 7.7345 20360401
TAMPA 0.0000 6.9845 20360301
Dallas 0.0000 9.4845 20360401
Tampa 0.0000 7.6095 20360401
Tampa 0.0000 7.6095 20360401
Phoenix 0.0000 7.1095 20360301
Miami 0.0000 7.4845 20360401
Raeford 0.0000 7.7345 20360301
North Bergen 0.0000 7.1095 20360301
Phoenix 0.0000 6.7345 20360401
Friendswood 0.0000 7.1095 20360401
Old Hickory 0.0000 7.2345 20360401
Las Vegas 0.0000 7.2345 20360401
Orlando 0.0000 7.9845 20360201
St Augustine 0.0000 7.9845 20360301
Dallas 0.0000 6.9845 20360401
Dallas 0.0000 6.9845 20360401
Xxxxxx 0.0000 0.0000 00000000
Xxxx Xxxx Xxxx 0.0000 8.3595 20360401
Dallas 0.0000 6.9845 20360401
Houston 0.0000 7.3595 20360401
Xxxx Xxxxxx 0.0000 7.7345 20360401
Brooksville 0.0000 6.8595 20360301
Wood River 0.0000 7.3595 20360401
Birmingham 0.0000 7.8595 20360401
Mc Louth 0.0000 7.3595 20360301
Boca Raton 0.0000 7.1095 20360301
Tampa 0.0000 7.1095 20360301
Freehold 0.0000 7.2345 20360401
Attleboro 0.0000 6.9845 20360401
San Xxxxxxxx 0.0000 7.1095 20360401
Xxxxxx 0.0000 7.2345 20360301
Cleveland 0.0000 7.1095 20351201
WILMINGTON 0.0000 8.2345 20360401
Santa Xxxx 0.0000 5.8595 20351001
ADELANTO 0.0000 7.4845 20360301
tempe 0.0000 8.1095 20360401
denver 0.0000 8.4845 20360401
West Palm Beach 0.0000 8.9845 20360301
King City 0.0000 7.6095 20360401
TUSCALOOSA 0.0000 7.1095 20360401
SANTA XXXX 0.0000 6.4845 20351201
UKIAH 0.0000 6.6095 20351201
HIDDEN VALLEY LAKE 0.0000 6.3595 20351201
HAYWARD 0.0000 6.4845 20351201
SAN XXXX 0.0000 6.3595 20360101
SANTA XXXX 0.0000 5.9845 20360101
Escondido 0.0000 6.1095 20351201
XXXXXXXXX 0.0000 7.3595 20360301
CLARKSBURG 0.0000 7.3595 20360301
Upland 0.0000 6.7345 20360401
Xxxx City 0.0000 7.3595 20360401
Phoenix 0.0000 7.2345 20360401
Phoenix 0.0000 8.4845 20360401
Phoenix 0.0000 7.2345 20360401
Maricopa 0.0000 7.1095 20360401
LOCUST GROVE 0.0000 6.8595 20360301
CARTERSVILLE 0.0000 6.9845 20360401
MCDONOUGH 0.0000 6.9845 20360201
Hinesville 0.0000 7.4845 20360401
STATHAM 0.0000 6.9845 20360201
CHARLOTTE 0.0000 6.7345 20360201
FAIRBURN 0.0000 7.1095 20360301
CONYERS 0.0000 6.7345 20360301
MCDONOUGH 0.0000 6.7345 20360301
SENECA 0.0000 6.7345 20360301
ROME 0.0000 7.1095 20360201
Atlanta 0.0000 7.1095 20360301
Newnan 0.0000 6.9845 20360401
CARTERSVILLE 0.0000 7.3595 20360301
STONE MOUNTAIN 0.0000 7.1095 20360301
Lithonia 0.0000 7.2345 20360301
Powder Springs 0.0000 7.1095 20360301
DALLAS 0.0000 7.1095 20360301
CHARLOTTE 0.0000 7.1095 20360301
Douglasville 0.0000 7.1095 20360301
Dayton 0.0000 7.1095 20360301
CARTERSVILLE 0.0000 6.6095 20360401
STOCKBRIDGE 0.0000 7.6095 20360301
BARONA RANCHERIA 0.0000 5.9845 20351101
XXXXXX 0.0000 6.7345 20360401
LAS VEGAS 0.0000 7.1095 20360401
PORTLAND 0.0000 7.2345 20360301
ENCINO 0.0000 6.9845 20360301
COMMERCE 0.0000 7.6095 20360401
Louisville 0.0000 8.3595 20360201
SPRINGFIELD 0.0000 7.6095 20360401
Olive Branch 0.0000 7.2345 20360301
Olive Branch 0.0000 6.9845 20360401
Xxxxxx 0.0000 7.2345 20360401
Grand Prairie 0.0000 7.3595 20360301
SAN FRANCISCO 0.0000 6.7345 20360201
Xxxx 0.0000 5.4845 20310201
North Myrtle Beach 0.0000 8.3595 20360301
Pelham 0.0000 7.2345 20360101
Atlanta 0.0000 7.3595 20360301
Xxxxxx 0.0000 7.2345 20360301
Newnan 0.0000 6.9845 20360301
Cartersville 0.0000 6.8595 20360401
Canton 0.0000 7.3595 20360401
Villa Rica 0.0000 7.8595 20360301
Dallas 0.0000 6.7345 20360201
Atlantic Beach 0.0000 5.4845 20351001
Valdosta 0.0000 5.3595 20360101
Vinton 0.0000 7.4845 20360401
Trenton 0.0000 6.7345 20360401
LEWISVILLE 0.0000 8.3595 20360401
Plano 0.0000 7.1095 20360401
WICHITA 0.0000 7.4845 20360401
HORSESHOE BAY 0.0000 6.9845 20360401
COLUMBIA 0.0000 7.4845 20360401
South Elgin 0.0000 6.8595 20360401
STREAMWOOD 0.0000 7.6095 20360301
RANCHO CUCAMONGA 0.0000 7.3595 20360301
NORTH RIDGEVILLE 0.0000 8.2345 20360401
CORONA 0.0000 6.7345 20360401
KISSIMMEE 0.0000 6.8595 20360401
ALAMOSA 0.0000 6.9845 20360401
CO SPGS 0.0000 7.2345 20360401
Muskogee 0.0000 6.4845 20351201
SANTA XXXX 0.0000 7.1095 20360301
ALPINE 0.0000 6.9845 20360401
OREM 0.0000 7.2345 20360401
Murrieta 0.0000 8.6095 20360401
Norton 0.0000 7.4845 20360401
XXXXXXX 0.0000 6.7345 20360401
Worcester 0.0000 8.4845 20360101
Columbiana 0.0000 8.2345 20360301
Hartford 0.0000 7.1095 20360301
Cleveland 0.0000 8.2345 20360401
Miami 0.0000 7.3595 20360401
Xxxxxxx 0.0000 7.2345 20360401
Orlando 0.0000 7.3595 20360401
Atlanta 0.0000 8.2345 20360401
Xxxxxxxx Township 0.0000 7.6095 20360201
Roselle 0.0000 7.4845 20360201
COLUMBIA 0.0000 7.1095 20360301
Charleston 0.0000 7.1095 20360301
Riverdale 0.0000 7.3595 20360401
Xxxxxxx 0.0000 7.4845 20360301
Las Vegas 0.0000 6.7345 20360401
Scottsdale 0.0000 8.4845 20360401
Hampton 0.0000 7.2345 20360401
Oro Valley 0.0000 6.1095 20360201
YUMA 0.0000 7.1095 20360401
Hampstead 0.0000 6.9845 20360401
Marietta 0.0000 6.9845 20360401
Dallas 0.0000 8.3595 20360301
CHICKAMAUGA 0.0000 8.2345 20360301
MACON 0.0000 5.6095 20300801
CHICKAMAUGA 0.0000 6.6095 20350701
Mount Laurel 0.0000 7.3595 20360401
Philadelphia 0.0000 7.8595 20360401
Avalon 0.0000 7.2345 20360401
Vineland 0.0000 7.1095 20360401
Philadelphia 0.0000 7.8595 20360401
Cherry Hill 0.0000 6.7345 20360401
Hopewell 0.0000 7.4845 20360401
Xxxxxx 0.0000 6.9845 20360401
POTOMAC 0.0000 6.8595 20360301
Haverstraw 0.0000 6.9845 20360401
LILBURN 0.0000 6.9845 20360301
DOUGLASVILLE 0.0000 7.7345 20360401
DES MOINES 0.0000 7.6095 20360401
BELLEVUE 0.0000 5.8595 20351001
Baltimore 0.0000 7.3595 20360401
Passaic 0.0000 7.6095 20360401
Muskegon 0.0000 7.4845 20360401
Charlotte 0.0000 7.3595 20360301
SAN ANTONIO 0.0000 7.2345 20360401
PIPE CREEK 0.0000 7.3595 20360401
SAN ANTONIO 0.0000 7.4845 20360301
BROKEN ARROW 0.0000 7.2345 20360401
FULLERTON 0.0000 5.7345 20351001
ROSEVILLE 0.0000 6.3595 20351001
BERKELEY 0.0000 6.1095 20351001
HEMET 0.0000 5.2345 20351001
GARDENA 0.0000 5.4845 20351001
PASO XXXXXX 0.0000 5.3595 20351001
SAN XXXX 0.0000 5.6095 20351001
OAKLAND 0.0000 5.2345 20351001
TUSTIN 0.0000 5.6095 20351001
SANTA FE SPRINGS 0.0000 5.2345 20351001
GIG HARBOR 0.0000 5.6095 20350901
GARDENA 0.0000 5.6095 20351001
VIRGINIA BEACH 0.0000 5.9845 20351001
BEDFORD 0.0000 5.7345 20350901
ROSEDALE 0.0000 5.9845 20351001
CHINO 0.0000 5.6095 20351001
LA HONDA 0.0000 5.6095 20351001
ROSEVILLE 0.0000 5.6095 20351001
PHOENIXVILLE 0.0000 5.6095 20351201
VIRGINIA BEACH 0.0000 5.6095 20351201
ELMWOOD PARK 0.0000 5.8595 20351001
BEACH MOUNTAIN 0.0000 5.6095 20351101
BIRMINGHAM 0.0000 6.3595 20351201
MOORESVILLE 0.0000 5.8595 20351101
XXXXX 0.0000 5.8595 20351201
WEST PALM BEACH 0.0000 5.8595 20351101
TOMS RIVER 0.0000 5.2345 20351101
CHAPEL HILL 0.0000 5.4845 20351101
PACIFIC PALISADES 0.0000 5.4845 20351201
RUMSON 0.0000 5.8595 20351101
RICHMOND 0.0000 5.2345 20351101
JACKSONVILLE 0.0000 5.8595 20351101
WINSTON SALEM 0.0000 5.6095 20351101
HILTON HEAD 0.0000 5.3595 20351001
XXXXXXXXX 0.0000 5.3595 20351101
ARLINGTON 0.0000 5.4845 20351201
CHARLTON 0.0000 5.8595 20351101
MIAMI BEACH 0.0000 6.2345 20351201
HOT SPRINGS 0.0000 5.6095 20351201
BIRMINGHAM 0.0000 5.9845 20351201
SUMMERVILLE 0.0000 5.9845 20351201
SOUTH BARRINGTON 0.0000 5.6095 20351101
MT PLEASANT 0.0000 5.9845 20351201
CHARLESTON 0.0000 5.9845 20351101
GAINESVILLE 0.0000 5.6095 20351101
NEWARK 0.0000 5.8595 20351101
BRIARCLIFF MANOR 0.0000 5.7345 20351101
BOWIE 0.0000 5.8595 20351201
PALM BEACH GARDENS 0.0000 5.7345 20351201
VIRGINIA BEACH 0.0000 5.7345 20351201
OCEAN CITY 0.0000 6.2345 20351201
ARLINGTON 0.0000 5.7345 20351201
APEX 0.0000 5.7345 20351201
RICHMOND 0.0000 5.7345 20351201
XXXX 0.0000 5.7345 20351201
WINSTON SALEM 0.0000 5.7345 20351101
MT PLEASANT 0.0000 5.3595 20350801
XXXX 0.0000 5.6095 20351101
LEESBURG 0.0000 5.7345 20351201
VIRGINIA BEACH 0.0000 5.7345 20351201
DAHLONEGA 0.0000 5.7345 20351101
XXXXXXXX TWP 0.0000 5.7345 20351101
SENECA 0.0000 5.4845 20351001
AVENTURA 0.0000 5.9845 20351101
SAVANNAH 0.0000 5.8595 20351101
NEW YORK 0.0000 5.7345 20351201
RALEIGH 0.0000 5.7345 20351201
MONTCLAIR 0.0000 6.1095 20351201
SHORT HILLS 0.0000 5.6095 20351201
SAVANNAH 0.0000 5.6095 20351101
XXXXXX 0.0000 5.7345 20351101
NEW YORK 0.0000 5.6095 20351201
BLUFFTON 0.0000 5.4845 20351101
WILDWOOD 0.0000 5.7345 20351001
HILTON HEAD ISLAND 0.0000 5.9845 20351101
BLOWING ROCK 0.0000 5.9845 20351101
NOKESVILLE 0.0000 6.1095 20351201
NORFOLK 0.0000 5.8595 20351201
NEW YORK 0.0000 5.9845 20351201
LIGHTHOUSE POINT 0.0000 5.9845 20351201
WILTON 0.0000 5.9845 20351101
KIAWAH ISLAND 0.0000 5.4845 20351101
GLADSTONE 0.0000 5.7345 20351101
HILLSBOROUGH 0.0000 5.8595 20351201
ALEXANDRIA 0.0000 5.9845 20351201
PHILADELPHIA 0.0000 6.1095 20351201
JACKSONVILLE 0.0000 6.1095 20351201
HOMEWOOD 0.0000 5.6095 20351101
PEEKSKILL 0.0000 5.9845 20351201
YORKTOWN 0.0000 5.3595 20351101
LIGHTHOUSE POINT 0.0000 6.6095 20351201
HENDERSONVILLE 0.0000 5.3595 20351101
RICHMOND 0.0000 5.8595 20351201
CHARLOTTE 0.0000 5.3595 20351201
RICHMOND HILL 0.0000 6.3595 20351201
WASHINGTON 0.0000 5.3595 20351101
EAST XXXXXXX TOWNSHIP 0.0000 6.1095 20351201
CRESCO 0.0000 5.7345 20351101
CORAL SPRINGS 0.0000 5.7345 20351101
RALEIGH 0.0000 5.8595 20351201
STEWARTSTOWN 0.0000 5.7345 20351201
COLUMBUS 0.0000 5.8595 20351101
XXXXXXXX 0.0000 5.6095 20351101
DAVIDSON 0.0000 6.3595 20351101
OZONA 0.0000 6.3595 20351001
MILFORD 0.0000 5.7345 20351001
MOORESVILLE 0.0000 5.6095 20351201
ELLICOTT CITY 0.0000 5.6095 20351101
XXXX XXXXX 0.0000 5.8595 20351201
APEX 0.0000 5.7345 20351201
MC LEAN 0.0000 5.7345 20351101
PARSIPPANY 0.0000 5.8595 20351101
FT LAUDERDALE 0.0000 5.8595 20351101
FREDERICKSBURG 0.0000 5.7345 20351201
WINTER GARDEN 0.0000 6.3595 20351201
MARIPOSA 0.0000 5.7345 20351101
CITY OF LONG BEACH 0.0000 5.4845 20350901
PARK CITY 0.0000 5.8595 20351101
XXXXXX 0.0000 5.6095 20351001
LINCOLN 0.0000 5.6095 20351201
XXXXXXXXXX 0.0000 5.6095 20351001
DANVILLE 0.0000 5.6095 20351001
HOPEWELL 0.0000 5.2345 20351101
NAPA 0.0000 5.7345 20351101
OAKTON 0.0000 5.7345 20350901
BRUSH PRAIRIE 0.0000 5.6095 20350901
LADERA RANCH 0.0000 5.6095 20351101
WEST LAFAYETTE 0.0000 5.8595 20351201
SAN XXXX 0.0000 5.3595 20351001
YUBA CITY 0.0000 5.6095 20351101
BERKELEY TOWNSHIP 0.0000 5.6095 20351101
MONTICELLO 0.0000 5.6095 20351101
YUBA CITY 0.0000 5.6095 20351001
EVANSTON 0.0000 5.6095 20350901
MILWAUKEE 0.0000 8.4845 20351001
UNINCORPORATED AREA 0.0000 5.9845 20360101
SPRING VALLEY 0.0000 5.8595 20351201
SAN DIEGO 0.0000 6.7345 20351201
ARLINGTON 0.0000 6.1095 20351201
ANDOVER 0.0000 5.3595 20351001
FRESNO 0.0000 6.3595 20360201
XXXXXXXX HEIGHTS 0.0000 6.2345 20360201
CHICAGO 0.0000 6.2345 20351001
KOKOMO 0.0000 6.2345 20351201
SAN XXXX 0.0000 5.4845 20351001
SALT LAKE CITY 0.0000 5.8595 20351001
PARK CITY 0.0000 5.8595 20351001
GLENDALE 0.0000 5.8595 20360101
WINCHESTER 0.0000 5.4845 20351101
CITY OF SAN XXXX 0.0000 5.1095 20350901
WEST LINN 0.0000 5.7345 20351001
OKLAHOMA CITY 0.0000 5.4845 20351001
CITY1 STATED_ ORIGINAL_ ORIGINAL_
ORIGINAL_TERM AMORTIZATION_TERM BALANCE
------------------------------------------------------------------------------------------------------------------------------------
POTOMAC 360 360 425,000.00
ASHBURN 360 360 418,235.00
VIENNA 360 360 815,000.00
XXXXX XXXXX 360 360 660,000.00
WASHINGTON 360 360 488,000.00
CABIN XXXX 360 360 480,000.00
KENSINGTON 360 360 464,000.00
ROCKVILLE 360 360 498,000.00
COLUMBIA 360 360 440,000.00
OAKTON 360 360 1,000,000.00
BETHESDA 360 360 520,000.00
ASHBURN 360 360 700,000.00
WASHINGTON 360 360 924,000.00
WASHINGTON 360 360 539,920.00
SOUTHINGTON 360 360 495,000.00
ALEXANDRIA 360 360 427,500.00
FALLS CHURCH 360 360 1,000,000.00
ARLINGTON 360 360 999,000.00
REHOBOTH BEACH 360 360 750,000.00
CENTREVILLE 360 360 575,000.00
GLENALLEN 360 360 413,000.00
ANNAPOLIS 360 360 500,000.00
SILVER SPRING 355 355 515,199.73
ARVADA 360 360 470,000.00
XXXXXXX 360 360 452,000.00
MANASSAS 360 360 770,000.00
SAN DIEGO 360 360 470,000.00
XXXXXX XXXX 000 000 536,000.00
CHEVY CHASE 360 360 538,000.00
XXXXXX LANDING 360 360 1,000,000.00
SILVER SPRING 360 360 410,000.00
VIENNA 360 360 440,000.00
WASHINGTON 360 360 551,200.00
MANASSAS 360 360 396,000.00
CHEVY CHASE 360 360 816,334.00
NEWTOWN 360 360 825,300.00
ALEXANDRIA 360 360 490,000.00
CORAL GABLES 360 360 537,300.00
FAIRFAX 360 360 527,000.00
XXXXXX 360 360 647,500.00
ERWINNA 360 360 975,000.00
WASHINGTON 360 360 611,000.00
XXXX XXXXXXXXXX 000 360 655,000.00
MICHELLVILLE 360 360 468,750.00
LA PLATA 360 360 440,000.00
BETHESDA 360 360 646,500.00
GREENWOOD LAKE 360 360 500,000.00
BOWIE 360 360 506,000.00
ELLICOTT CITY 360 360 628,295.00
WASHINGTON 360 360 453,500.00
ALEXANDRIA 360 360 468,000.00
BETHESDA 360 360 719,200.00
XXXXXXX TOWN 360 360 388,000.00
WASHINGTON 360 360 522,320.00
CHANTILLY 360 360 456,000.00
OAKTON 360 360 500,000.00
HILLSBOROUGH 360 360 448,000.00
SILVER SPRING 360 360 439,000.00
WASHINGTON 360 360 539,920.00
BETHESDA 360 360 712,000.00
LEESBURG 360 360 420,150.00
LAUREL 360 360 628,000.00
NW, WASHINGTON 360 360 461,930.00
CHEVY CHASE 360 360 999,999.00
BURTONVILLE 360 360 660,000.00
PHOENIX 360 360 500,000.00
BETHESDA 360 360 999,999.00
BETHESDA 360 360 516,750.00
WASHINGTON 360 360 663,200.00
JACKSONVILLE 360 360 425,000.00
XXXXXXXX 360 360 715,000.00
XXXXXXXX XXXX 000 000 429,000.00
SPRINGFIELD 360 360 420,000.00
STERLING 360 360 428,000.00
WALNUT CREEK 360 360 400,500.00
XXXXX XXXX 000 360 433,000.00
WASHINGTON 360 360 444,000.00
YORKTOWN 360 360 794,150.00
DERWOOD 360 360 474,500.00
ROCKVILLE 360 360 414,720.00
WARRENTON 360 360 460,000.00
RESTON 360 360 650,000.00
ARLINGTON 360 360 490,838.00
ALEXANDRIA 360 360 506,500.00
REHOBOTH BEACH 360 360 418,500.00
WASHINGTON 360 360 554,000.00
GAINESVILLE 360 360 488,000.00
KENSINGTON 360 360 564,000.00
KENSINGTON 360 360 470,000.00
ALEXANDRIA 360 360 490,000.00
ALEXANDRIA 360 360 425,000.00
ASHBURN 360 360 475,056.00
ARLINGTON 360 360 502,000.00
TOWER LAKES 360 360 556,000.00
0000 XXXXXXX XXXXXX 360 360 455,200.00
XXXXXXXX XXXXX 000 000 420,000.00
CHEVY CHASE 360 360 1,000,000.00
QUEENSTOWN 360 360 500,000.00
GREAT FALLS 360 360 720,000.00
POTOMAC 360 360 660,000.00
DERWOOD 360 360 425,000.00
ALEXANDRIA 360 360 429,750.00
BETHESDA 360 360 671,480.00
CHOWCHILLA 360 360 480,000.00
XXXXX HARBORS 360 360 999,999.00
LAUREL 360 360 517,152.00
ARLINGTON 360 360 700,000.00
WASHINGTON 360 360 359,720.00
WASHINGTON 360 360 900,000.00
ARLINGTON 360 360 490,000.00
BETHESDA 360 360 700,000.00
FLEMINGTON 360 360 527,000.00
Centreville 360 360 304,000.00
Upper Marlboro 360 360 479,360.00
Winchester 360 360 202,000.00
Purcellville 360 360 526,291.00
Clinton 360 360 476,296.00
Manassas 360 360 420,000.00
Clinton 360 360 520,260.00
Xxxxxxx 360 360 455,000.00
Newport News 360 360 115,200.00
Hollywood 360 360 231,200.00
Xxxxxxxx 360 360 451,750.00
Rockford 360 360 55,200.00
Elk Grove 360 360 398,550.00
FAWN GROVE 360 360 388,000.00
WASHINGTON 360 360 104,000.00
BALTIMORE 360 360 98,800.00
NEWARK 360 360 220,000.00
XXXXXX 360 360 64,000.00
Newark 360 360 248,000.00
Milford 360 360 256,000.00
Brooklyn 360 360 399,200.00
Brooklyn 360 360 360,000.00
Rochester 360 360 40,800.00
Largo 360 360 165,350.00
XXXXXXX 360 360 135,100.00
PATERSON 360 360 356,800.00
ORLANDO 360 360 185,500.00
HAMPTON BOROUGH 360 360 231,000.00
VICTORY GARDENS BOROUGH 360 360 211,200.00
MYRTLE BEACH 360 360 796,000.00
MUSKEGON 360 360 53,550.00
Cleveland 360 360 66,500.00
MIAMI 360 360 416,000.00
Newark 360 360 328,000.00
Perth Amboy 360 360 392,000.00
WESTMINSTER 360 480 192,000.00
Naples 360 360 496,000.00
Englewood 360 360 975,000.00
New Orleans 360 360 308,000.00
Clermont 360 360 69,000.00
ATLANTA 360 360 58,762.00
XXXXXXXX 360 360 110,400.00
GAINESVILLE 360 360 92,600.00
POWDER SPRINGS 360 360 129,000.00
DALLAS 360 360 138,400.00
BROOKLYN 360 360 728,000.00
Xxxxxx Park 360 360 188,800.00
Richboro 360 360 492,000.00
AUBURN 360 360 260,000.00
AUSTIN 360 360 78,000.00
Arlington 360 360 86,400.00
Phenix City 360 360 64,750.00
Salisbury 360 360 146,250.00
Brownsville 360 360 392,400.00
Roswell 360 360 192,000.00
Denver 360 360 136,616.00
Little Rock 360 360 68,250.00
Miami 360 360 319,992.00
Cleveland 360 360 172,000.00
HOUSTON 360 360 92,250.00
XXXXXXX 360 360 74,750.00
Saint Xxxx 360 360 626,500.00
Houston 360 360 94,000.00
Canyon Lake 360 360 110,320.00
Dallas 360 360 64,000.00
SPRING 360 360 101,744.00
Xxxx Xxxxx 000 360 59,500.00
JACKSONVILLE 360 360 104,243.00
Blue Island 360 360 176,000.00
San Antonio 360 360 596,000.00
Providence 360 360 252,000.00
Oklahoma City 360 360 126,400.00
Von Ormy 360 360 159,960.00
Xxx Xxxxxx 000 000 188,500.00
HEMET 360 360 60,000.00
Xxxxxx Grande 360 360 1,312,500.00
San Pablo 360 360 410,000.00
Xxxxxxx 360 360 111,000.00
Portland 360 360 124,000.00
Xxxxxxx 360 360 231,000.00
Sebring 360 360 116,000.00
Saint Helens 360 360 140,720.00
Vallejo 360 480 336,000.00
Portland 360 480 210,000.00
LEXINGTON 360 360 112,000.00
Xxxxxx 360 360 552,000.00
XXXXXX 360 360 2,000,000.00
Brookings 360 360 160,000.00
CINCINNATI 360 360 96,000.00
COLUMBUS 360 360 120,000.00
TERRE HAUTE 360 360 62,300.00
NELSONVILLE 360 360 108,000.00
JUPITER 360 360 600,000.00
Denver 360 360 133,600.00
Milwaukee 360 360 104,000.00
Harmony 360 360 70,000.00
Silver Spring 360 360 1,627,500.00
Sterling 360 360 422,750.00
MOORETOWN 360 360 600,000.00
Humble 360 360 60,200.00
Chattanooga 360 360 44,520.00
Wichita 360 360 74,400.00
Rio Rico 360 360 149,570.00
Cedar Rapids 360 360 94,400.00
Cottonwood 360 360 179,000.00
Emporia 360 360 75,400.00
FREDERICKSBURG 360 360 136,000.00
San Antonio 360 360 112,548.00
SPRING 360 360 74,512.00
TEMPLE 360 360 69,300.00
MIAMI 360 360 248,250.00
Baytown 360 360 66,850.00
Somerset 360 360 151,200.00
Xxxxxx 360 360 74,400.00
Newark 360 360 213,200.00
Philadelphia 360 360 117,000.00
Utica 360 360 78,978.00
CANANDAIGUA 360 360 95,130.00
NORTH PROVIDENCE 360 360 276,000.00
Plainville 360 360 288,000.00
XXXXXXXX 360 360 268,000.00
CANANDAIGUA 360 360 118,900.00
FARMINGVILLE 360 360 356,000.00
Waterbury 360 360 132,000.00
Rochester 360 360 43,500.00
Rochester 360 360 37,500.00
Rochester 360 360 43,500.00
Rochester 360 360 45,750.00
Stonewall 360 360 76,000.00
DURHAM 360 360 94,400.00
HYATTSVILLE 360 360 206,500.00
STERLING 360 360 345,150.00
Mission 360 360 67,760.00
Xxxxx 360 360 144,000.00
CHATSWORTH 360 360 975,000.00
Xxxxxx 360 360 980,000.00
CHANTILLY 360 360 853,600.00
Ellicott City 360 360 703,900.00
Shrewsbury 360 360 187,750.00
ELKRIDGE 360 360 276,250.00
Sylmar 360 360 304,800.00
Las Cruces 360 360 147,200.00
Lubbock 360 360 62,450.00
Champaign 360 360 96,150.00
Newark 360 360 332,000.00
Austin 360 360 119,900.00
Trenton 360 360 109,600.00
Florissant 360 360 104,000.00
Kingwood 360 360 102,650.00
Rochester 360 360 68,000.00
Swansea 360 360 309,600.00
Xxxxxx 360 360 255,450.00
City By The Sea 360 360 109,200.00
Charlotte 360 360 144,000.00
YUMA 360 360 96,000.00
BALTIMORE 360 360 54,400.00
XXXXXX 360 360 425,000.00
Las Vegas 360 360 248,000.00
Huntington 360 360 494,160.00
Huntington 360 480 337,840.00
Paterson 360 360 352,000.00
West Orange 360 360 248,000.00
West New York 360 480 400,000.00
Paterson 360 360 341,000.00
Xxxxxxx 360 480 224,000.00
Leonia 360 360 405,000.00
AUSTIN 360 360 320,000.00
ROCKFORD 360 360 132,000.00
GAITHERSBURG 360 360 575,000.00
SAN DIEGO 360 360 427,000.00
GLENDALE 360 360 704,000.00
SAN DIEGO 360 360 572,000.00
BURBANK 360 360 440,000.00
XXXXXX XXXXX XXXXXXXXX 000 000 570,000.00
CORONA 360 360 479,920.00
ALEXANDRIA 360 360 455,200.00
XXXX XXXXXXXXX 000 360 555,000.00
LANGHORNE 360 360 435,300.00
LOS ANGELES 360 360 450,000.00
GLENDALE 360 360 520,000.00
XXXXXX 360 360 423,920.00
SUGAR LAND 360 360 174,400.00
SAN XXXX 360 360 505,070.00
XXXXXX 360 360 455,000.00
ASHBURN 360 360 645,000.00
Pompton Lakes 360 360 185,000.00
CHULA VISTA 360 360 394,400.00
HANFORD 360 360 87,000.00
Xxxxx Xxxxx 000 000 137,600.00
NILES 360 360 115,050.00
Xxxxxxx 360 360 39,650.00
GOLD CANYON 360 360 325,000.00
SCOTTSDALE 360 360 221,000.00
MIAMI 360 360 640,000.00
Durham 360 360 55,920.00
Jacksonville 360 360 53,900.00
Orlando 360 360 172,800.00
Jacksonville 360 360 56,000.00
SPARTA 360 360 96,000.00
FAIRFAX 360 360 224,700.00
RISING SUN 360 360 240,000.00
GLENDALE 360 360 665,000.00
Panorama City 360 360 423,200.00
Olney 360 360 474,000.00
Wando 360 360 634,000.00
MIAMI 360 360 432,000.00
XXXXXXX XXXXX XXXX 000 360 565,000.00
BERKELEY 360 360 404,000.00
REDDING 360 360 840,000.00
XXXXXXXX XXXX 000 000 520,000.00
XXXXXXXXXX XXXXX 000 000 611,250.00
FISHERS 360 360 360,000.00
DIAMOND BAR 360 360 376,000.00
LOS ANGELES (NORTH HOLLYW 360 360 478,400.00
SPRING VALLEY 360 360 440,000.00
SAN DIEGO 360 360 1,000,000.00
PASO XXXXXX 360 360 366,000.00
GLENDORA 360 360 1,093,000.00
SAN LEANDRO 360 360 392,000.00
XXXXXXXXXX XXXXX 000 000 413,600.00
RANCHO CUCAMONGA 360 360 477,000.00
XXXXXX 360 360 375,000.00
XXXXXXX 360 360 454,900.00
INGLEWOOD 360 360 364,000.00
STONY BROOK 360 360 426,000.00
GAINESVILLE 360 360 450,000.00
SAN DIEGO 360 360 390,000.00
SANTA XXX 360 360 433,900.00
SAN DIEGO 360 360 440,000.00
SAN FRANCISCO 360 360 500,000.00
ROCKLIN 360 360 499,999.00
KENMORE 360 360 411,200.00
LEESBURG 360 360 504,000.00
RENO 360 360 369,000.00
TORRANCE 360 360 400,000.00
CHULA VISTA 360 360 400,000.00
CARLSBAD 360 360 485,000.00
LAGUNA NIGUEL 360 360 975,000.00
OCEAN CITY 360 360 484,000.00
OXNARD 360 360 397,500.00
WESTMINSTER 360 360 499,500.00
NORWALK 360 360 384,000.00
NUEVO 360 360 380,000.00
IMPERIAL BEACH 360 360 700,000.00
STOCKTON 360 360 424,000.00
LONG BEACH 360 360 400,000.00
SPOTSYLVANIA 360 360 628,600.00
VISTA 360 360 460,000.00
CAPE CORAL 360 360 435,500.00
BRENTWOOD 360 360 380,419.00
CANOGA PARK 360 360 572,000.00
CANOGA PARK AREA)LO 360 360 385,000.00
SAN DIEGO 360 360 371,000.00
TREASURE ISLAND 360 360 360,000.00
WESTMINSTER 360 360 476,000.00
ARLINGTON 360 360 424,000.00
SAN DIMAS 360 360 380,000.00
XXXXXX XXXXX 000 000 400,000.00
WESTON 360 360 380,000.00
ORANGE 360 360 444,000.00
OCEANSIDE 360 360 475,000.00
LOS ANGELES 360 360 532,000.00
XXXXXXX XXXXX 000 000 551,600.00
HOUSTON 360 360 430,500.00
ANTIOCH 360 360 407,000.00
RIVIERA BEACH 360 360 434,000.00
XXXXXX 360 360 612,800.00
FOUNTAIN VALLEY 360 360 560,000.00
MIAMI 360 360 872,000.00
PEARL RIVER 360 360 456,000.00
MIAMI BEACH 360 360 492,000.00
BROOKLYN 360 360 997,500.00
MISSION VIEJO 360 360 425,000.00
SAN DIEGO 360 360 420,000.00
LONG BEACH 360 360 645,000.00
RANCHO SANTA XXXXXXXXX 360 360 435,000.00
Salt Lake City 360 360 99,000.00
Indianapolis 360 360 52,000.00
Bedminster 360 360 200,000.00
Anoka 360 360 90,600.00
ORONO 360 360 1,125,000.00
Maple Grove 360 360 95,800.00
XXXX 360 360 102,200.00
XXXX 360 360 96,950.00
NEW BRAUNFELS 360 360 130,500.00
CONVERSE 360 360 92,774.00
COCOA 360 360 182,000.00
LANCASTER 360 360 364,100.00
GREENVILLE 360 360 92,640.00
XXXX 360 360 98,000.00
THE WOODLANDS 360 360 89,628.00
Tomball 360 360 108,016.00
Waterbury 360 360 90,000.00
NORFOLK 360 360 136,000.00
Glendale 360 360 174,400.00
Anthem 360 360 514,400.00
HOUSTON 360 360 109,416.00
Choctaw 360 360 126,400.00
Houston 360 360 89,152.00
JOLIET 360 360 126,400.00
PEQUOT LAKES 360 360 164,000.00
ARP 360 360 92,000.00
TYLER 360 360 48,000.00
Asheboro 360 360 80,000.00
TAMPA 360 360 336,000.00
Dallas 360 360 54,400.00
Tampa 360 360 152,000.00
Tampa 360 360 152,000.00
Phoenix 360 360 148,000.00
Miami 360 360 1,000,000.00
Raeford 360 360 102,400.00
North Bergen 360 360 160,000.00
Phoenix 360 360 123,200.00
Friendswood 360 360 438,750.00
Old Hickory 360 360 611,250.00
Las Vegas 360 480 268,000.00
Orlando 360 480 184,000.00
St Augustine 360 360 73,600.00
Dallas 360 360 55,999.00
Dallas 360 360 42,400.00
Dallas 360 360 48,799.00
Salt Lake City 360 360 85,200.00
Dallas 360 360 53,599.00
Houston 360 360 85,800.00
Xxxx Xxxxxx 360 360 70,400.00
Brooksville 360 360 460,000.00
Wood River 360 360 54,320.00
Birmingham 360 360 40,130.00
Mc Louth 360 360 56,000.00
Boca Raton 360 360 813,750.00
Tampa 360 360 173,150.00
Freehold 360 360 218,000.00
Attleboro 360 480 417,000.00
San Xxxxxxxx 360 480 479,600.00
Xxxxxx 360 360 438,750.00
Cleveland 360 360 76,000.00
WILMINGTON 360 360 95,200.00
Santa Xxxx 360 360 615,200.00
ADELANTO 360 360 205,400.00
tempe 360 480 156,000.00
denver 360 360 119,500.00
West Palm Beach 360 360 236,000.00
King City 360 480 212,000.00
TUSCALOOSA 360 360 435,000.00
SANTA XXXX 360 360 460,000.00
UKIAH 360 360 315,000.00
HIDDEN VALLEY LAKE 360 360 450,000.00
HAYWARD 360 360 400,000.00
SAN XXXX 360 360 640,000.00
SANTA XXXX 360 360 700,000.00
Escondido 360 360 480,000.00
XXXXXXXXX 360 360 507,920.00
CLARKSBURG 360 360 444,668.00
Upland 360 360 524,000.00
Xxxx City 360 360 600,000.00
Phoenix 360 360 148,400.00
Phoenix 360 360 131,200.00
Phoenix 360 360 148,400.00
Maricopa 360 360 231,970.00
LOCUST GROVE 360 360 88,000.00
CARTERSVILLE 360 360 55,250.00
MCDONOUGH 360 360 111,199.00
Hinesville 360 360 90,999.00
STATHAM 360 360 61,748.00
CHARLOTTE 360 360 151,257.00
FAIRBURN 360 360 120,130.00
CONYERS 360 360 107,599.00
MCDONOUGH 360 360 119,999.00
SENECA 360 360 95,600.00
ROME 360 360 94,400.00
Atlanta 360 360 147,283.00
Newnan 360 360 112,800.00
CARTERSVILLE 360 360 65,921.00
STONE MOUNTAIN 360 360 97,600.00
Lithonia 360 360 90,000.00
Powder Springs 360 360 111,200.00
DALLAS 360 360 111,900.00
CHARLOTTE 360 360 135,992.00
Douglasville 360 360 145,792.00
Dayton 360 360 112,000.00
CARTERSVILLE 360 360 96,600.00
STOCKBRIDGE 360 360 124,392.00
BARONA RANCHERIA 360 360 400,000.00
XXXXXX 360 360 150,000.00
LAS VEGAS 360 360 182,400.00
PORTLAND 360 360 304,000.00
ENCINO 360 360 839,300.00
COMMERCE 360 360 95,920.00
Louisville 360 360 52,200.00
SPRINGFIELD 360 360 54,400.00
Olive Branch 360 360 105,520.00
Olive Branch 360 360 105,520.00
Xxxxxx 360 360 65,880.00
Grand Prairie 360 360 137,698.00
SAN FRANCISCO 360 360 975,000.00
Xxxx 300 300 500,000.00
North Myrtle Beach 360 360 100,800.00
Pelham 360 360 131,200.00
Atlanta 360 360 133,875.00
Xxxxxx 360 360 103,200.00
Newnan 360 480 112,000.00
Cartersville 360 360 99,200.00
Canton 360 360 114,400.00
Villa Rica 360 360 93,600.00
Dallas 360 480 246,050.00
Atlantic Beach 360 360 516,000.00
Valdosta 360 360 550,000.00
Vinton 360 360 148,000.00
Trenton 360 360 101,150.00
LEWISVILLE 360 360 64,000.00
Plano 360 360 148,000.00
WICHITA 360 360 79,800.00
HORSESHOE BAY 360 360 600,000.00
COLUMBIA 360 360 70,100.00
South Elgin 360 360 220,800.00
STREAMWOOD 360 360 466,068.00
XXXXXX XXXXXXXXX 000 000 000,000.00
XXXXX XXXXXXXXXX 360 360 140,788.00
CORONA 360 360 492,392.00
KISSIMMEE 360 360 250,000.00
ALAMOSA 360 360 137,600.00
CO SPGS 360 360 154,400.00
Muskogee 360 360 150,128.00
SANTA XXXX 360 360 644,000.00
ALPINE 360 360 600,000.00
OREM 360 360 940,000.00
Murrieta 360 360 512,000.00
Norton 360 480 220,000.00
XXXXXXX 360 360 560,000.00
Worcester 360 360 345,600.00
Columbiana 360 360 164,000.00
Hartford 360 360 56,000.00
Cleveland 360 360 73,600.00
Miami 360 360 50,190.00
Xxxxxxx 360 360 108,000.00
Orlando 360 360 117,000.00
Atlanta 360 360 72,000.00
Xxxxxxxx Xxxxxxxx 000 000 185,400.00
Roselle 360 360 320,000.00
COLUMBIA 360 360 89,440.00
Charleston 360 360 140,480.00
Riverdale 360 360 103,800.00
Xxxxxxx 360 360 80,000.00
Las Vegas 360 360 188,720.00
Scottsdale 360 360 473,200.00
Hampton 360 480 84,000.00
Oro Valley 360 360 482,930.00
YUMA 360 360 159,200.00
Hampstead 360 360 481,659.00
Marietta 360 360 109,520.00
Dallas 360 360 316,800.00
CHICKAMAUGA 360 360 67,500.00
MACON 300 300 441,000.00
CHICKAMAUGA 360 360 129,450.00
Mount Laurel 360 360 128,000.00
Philadelphia 360 360 50,400.00
Avalon 360 360 1,575,000.00
Vineland 360 360 165,600.00
Philadelphia 360 360 58,800.00
Cherry Hill 360 360 296,000.00
Hopewell 360 360 300,000.00
Xxxxxx 360 360 130,000.00
POTOMAC 360 360 1,363,000.00
Haverstraw 360 360 253,380.00
LILBURN 360 360 115,920.00
DOUGLASVILLE 360 360 52,500.00
DES MOINES 360 360 58,125.00
BELLEVUE 360 360 421,050.00
Baltimore 360 360 259,000.00
Passaic 360 360 342,400.00
Muskegon 360 360 52,800.00
Charlotte 360 360 92,800.00
SAN ANTONIO 360 360 90,800.00
PIPE CREEK 360 360 53,600.00
SAN ANTONIO 360 360 129,500.00
BROKEN ARROW 360 360 95,268.00
FULLERTON 360 360 362,500.00
ROSEVILLE 360 360 375,000.00
BERKELEY 360 360 375,000.00
HEMET 360 360 375,000.00
GARDENA 360 360 364,000.00
PASO XXXXXX 360 360 370,000.00
SAN XXXX 360 360 375,000.00
OAKLAND 360 360 360,000.00
TUSTIN 360 360 363,650.00
SANTA FE SPRINGS 360 360 370,000.00
GIG HARBOR 360 360 359,650.00
GARDENA 360 360 445,600.00
VIRGINIA BEACH 360 360 375,000.00
BEDFORD 360 360 34,000.00
ROSEDALE 360 360 375,000.00
CHINO 360 360 372,000.00
LA HONDA 360 360 375,000.00
ROSEVILLE 360 360 374,455.00
PHOENIXVILLE 360 360 424,800.00
VIRGINIA BEACH 360 360 518,000.00
ELMWOOD PARK 360 360 548,175.00
BEACH MOUNTAIN 360 360 560,000.00
BIRMINGHAM 360 360 499,600.00
MOORESVILLE 360 360 567,500.00
XXXXX 360 360 460,640.00
WEST PALM BEACH 360 360 468,000.00
TOMS RIVER 360 360 550,000.00
CHAPEL HILL 360 360 600,000.00
PACIFIC PALISADES 360 360 1,185,000.00
RUMSON 360 360 625,000.00
RICHMOND 360 360 476,000.00
JACKSONVILLE 360 360 451,551.00
WINSTON SALEM 360 360 577,600.00
HILTON HEAD 360 360 460,000.00
XXXXXXXXX 360 360 720,000.00
ARLINGTON 360 360 461,000.00
CHARLTON 360 360 728,000.00
MIAMI BEACH 360 360 643,500.00
HOT SPRINGS 360 360 700,000.00
BIRMINGHAM 360 360 626,400.00
SUMMERVILLE 360 360 515,744.00
SOUTH BARRINGTON 360 360 464,000.00
MT PLEASANT 360 360 538,000.00
CHARLESTON 360 360 450,000.00
GAINESVILLE 360 360 423,920.00
NEWARK 360 360 590,000.00
BRIARCLIFF MANOR 360 360 980,000.00
BOWIE 360 360 525,000.00
XXXX XXXXX XXXXXXX 000 000 700,000.00
VIRGINIA BEACH 360 360 900,000.00
OCEAN CITY 360 360 600,000.00
ARLINGTON 360 360 450,000.00
APEX 360 360 498,700.00
RICHMOND 360 360 713,650.00
XXXX 360 360 428,700.00
WINSTON SALEM 360 360 920,000.00
MT PLEASANT 360 360 450,000.00
XXXX 360 360 421,600.00
LEESBURG 360 360 475,000.00
VIRGINIA BEACH 360 360 730,000.00
DAHLONEGA 360 360 479,200.00
XXXXXXXX TWP 360 360 474,400.00
SENECA 360 360 576,000.00
AVENTURA 360 360 1,072,500.00
SAVANNAH 360 360 750,000.00
NEW YORK 360 360 789,000.00
RALEIGH 360 360 500,000.00
MONTCLAIR 360 360 479,920.00
SHORT HILLS 360 360 677,000.00
SAVANNAH 360 360 424,000.00
XXXXXX 360 360 1,000,000.00
NEW YORK 360 360 650,000.00
BLUFFTON 360 360 636,000.00
WILDWOOD 360 360 496,000.00
HILTON HEAD ISLAND 360 360 450,000.00
BLOWING ROCK 360 360 747,500.00
NOKESVILLE 360 360 451,000.00
NORFOLK 360 360 481,500.00
NEW YORK 360 360 420,000.00
XXXXXXXXXX XXXXX 000 000 1,000,000.00
WILTON 360 360 600,000.00
KIAWAH ISLAND 360 360 1,000,000.00
GLADSTONE 360 360 1,000,000.00
HILLSBOROUGH 360 360 455,000.00
ALEXANDRIA 360 360 624,000.00
PHILADELPHIA 360 360 424,040.00
JACKSONVILLE 360 360 615,200.00
HOMEWOOD 360 360 440,000.00
PEEKSKILL 360 360 532,000.00
YORKTOWN 360 360 1,500,000.00
XXXXXXXXXX XXXXX 000 000 445,000.00
HENDERSONVILLE 360 360 618,400.00
RICHMOND 360 360 800,000.00
CHARLOTTE 360 360 504,000.00
XXXXXXXX XXXX 000 000 480,000.00
WASHINGTON 360 360 610,000.00
EAST XXXXXXX TOWNSHIP 360 360 492,000.00
CRESCO 360 360 512,000.00
CORAL SPRINGS 360 360 452,000.00
RALEIGH 360 360 571,500.00
STEWARTSTOWN 360 360 858,400.00
COLUMBUS 360 360 568,000.00
XXXXXXXX 360 360 460,000.00
DAVIDSON 360 360 1,387,500.00
OZONA 360 360 572,000.00
MILFORD 360 360 528,000.00
MOORESVILLE 360 360 1,000,000.00
ELLICOTT CITY 360 360 477,340.00
XXXX XXXXX 360 360 422,400.00
APEX 360 360 439,245.00
MC LEAN 360 360 1,000,000.00
PARSIPPANY 360 360 439,200.00
FT LAUDERDALE 360 360 655,000.00
FREDERICKSBURG 360 360 592,000.00
WINTER GARDEN 360 360 650,000.00
MARIPOSA 360 360 442,500.00
CITY OF LONG BEACH 360 360 442,000.00
PARK CITY 360 360 484,500.00
XXXXXX 360 360 492,000.00
LINCOLN 360 360 401,734.00
XXXXXXXXXX 360 360 419,000.00
DANVILLE 360 360 650,000.00
HOPEWELL 360 360 442,000.00
NAPA 360 360 500,000.00
OAKTON 360 360 468,000.00
BRUSH PRAIRIE 360 360 396,000.00
XXXXXX XXXXX 000 000 630,000.00
WEST LAFAYETTE 360 360 462,000.00
SAN XXXX 360 360 650,000.00
YUBA CITY 360 360 474,500.00
XXXXXXXX XXXXXXXX 000 000 479,250.00
MONTICELLO 360 360 520,000.00
YUBA CITY 360 360 425,734.00
EVANSTON 360 360 552,000.00
MILWAUKEE 360 360 56,250.00
UNINCORPORATED AREA 360 360 435,000.00
SPRING VALLEY 360 360 510,000.00
SAN DIEGO 360 360 636,750.00
ARLINGTON 360 360 458,000.00
ANDOVER 360 360 412,500.00
FRESNO 360 360 528,750.00
XXXXXXXX HEIGHTS 360 360 508,000.00
CHICAGO 360 360 560,000.00
KOKOMO 360 360 473,600.00
SAN XXXX 360 360 471,500.00
XXXX XXXX XXXX 000 000 000,000.00
XXXX XXXX 360 360 401,600.00
GLENDALE 360 360 580,000.00
WINCHESTER 360 360 603,400.00
CITY OF SAN XXXX 360 360 425,000.00
WEST LINN 360 360 620,000.00
OKLAHOMA CITY 360 360 508,000.00
CITY1 FIRST_PAY PAYMENT CURRENT_ LOAN_TO_
_DATE BALANCE VALUE
----------------------------------------------------------------------------------------------------------------------------------
POTOMAC 20060101 2,548.09 422,762.78 64.89
ASHBURN 20031001 2,374.69 402,471.37 79.51
VIENNA 20051101 3,735.42 815,000.00 49.10
XXXXX XXXXX 20060101 3,957.03 656,681.78 53.88
WASHINGTON 20060101 2,925.81 485,411.82 62.97
CABIN XXXX 20051101 2,877.84 475,421.42 40.68
KENSINGTON 20051101 2,781.91 460,268.74 64.00
ROCKVILLE 20051101 2,985.76 494,477.12 54.43
COLUMBIA 20060101 2,638.02 437,787.84 80.00
OAKTON 20051201 5,000.00 1,000,000.00 70.18
BETHESDA 20051201 3,117.66 516,843.78 68.00
ASHBURN 20060201 3,491.93 698,389.90 71.98
WASHINGTON 20060201 4,620.00 924,000.00 70.00
WASHINGTON 20060101 3,237.09 537,183.29 80.00
SOUTHINGTON 20051201 2,967.78 492,006.12 79.71
ALEXANDRIA 20051101 2,563.08 424,475.05 79.98
FALLS CHURCH 20051101 5,000.00 1,000,000.00 77.37
ARLINGTON 20051101 4,869.70 973,939.98 74.83
REHOBOTH BEACH 20051001 4,218.64 749,980.67 55.56
CENTREVILLE 20051101 2,690.42 573,956.11 75.67
GLENALLEN 20060201 2,323.13 413,000.00 63.54
ANNAPOLIS 20060201 2,760.42 500,000.00 45.45
SILVER SPRING 20040801 3,271.36 504,539.12 80.00
ARVADA 20060301 2,545.83 470,000.00 79.66
XXXXXXX 20060201 2,856.95 450,352.20 73.74
MANASSAS 20060201 4,866.92 767,192.90 70.00
SAN DIEGO 20060101 2,970.72 467,852.42 70.46
CHAPEL HILL 20060201 3,387.88 534,045.96 65.77
CHEVY CHASE 20060101 2,914.17 538,000.00 53.80
XXXXXX LANDING 20060101 5,416.67 1,000,000.00 33.33
SILVER SPRING 20060201 2,220.83 410,000.00 65.08
VIENNA 20060201 2,781.10 438,395.96 57.14
WASHINGTON 20060101 2,985.67 551,200.00 80.00
MANASSAS 20060201 2,145.00 396,000.00 80.00
CHEVY CHASE 20051201 4,081.67 816,334.00 42.96
NEWTOWN 20060201 4,382.05 824,858.50 68.77
ALEXANDRIA 20060201 3,056.96 488,170.11 72.59
CORAL GABLES 20060201 3,352.05 535,293.47 29.85
FAIRFAX 20051201 3,075.43 523,658.85 56.97
XXXXXX 20060201 4,039.56 645,081.66 71.94
ERWINNA 20060201 6,082.73 971,358.91 71.96
WASHINGTON 20051201 3,565.63 600,432.95 65.70
XXXX XXXXXXXXXX 00000000 3,822.40 648,725.88 54.58
MICHELLVILLE 20051201 2,924.39 465,966.44 70.49
XX XXXXX 00000000 2,336.41 439,794.63 73.33
BETHESDA 20051101 3,415.16 642,853.10 69.14
XXXXXXXXX XXXX 00000000 2,395.83 500,000.00 41.67
BOWIE 20051201 2,952.88 502,792.00 72.29
ELLICOTT CITY 20051101 3,337.82 628,295.00 73.74
WASHINGTON 20060201 2,829.25 448,402.65 50.39
ALEXANDRIA 20060201 2,919.71 466,252.25 80.00
BETHESDA 20060201 3,820.75 719,200.00 80.00
XXXXXXX TOWN 20051201 2,061.25 388,000.00 79.75
WASHINGTON 20060201 2,774.83 522,320.00 80.00
CHANTILLY 20060201 2,844.85 454,297.09 80.00
OAKTON 20060201 3,119.35 498,132.79 60.61
HILLSBOROUGH 20060201 2,794.94 446,326.97 80.00
SILVER SPRING 20060101 2,738.79 436,945.28 68.70
WASHINGTON 20060201 2,868.25 539,905.75 80.00
BETHESDA 20060101 3,782.50 712,000.00 79.11
LEESBURG 20060101 2,621.19 418,183.50 62.71
LAUREL 20060101 3,336.25 628,000.00 80.00
NW, WASHINGTON 20060101 2,881.84 459,767.91 70.00
CHEVY CHASE 20060101 6,238.69 995,318.50 51.15
BURTONVILLE 20051101 2,085.01 417,002.50 80.00
PHOENIX 20060201 3,119.35 498,132.79 65.79
BETHESDA 20051201 5,995.50 993,950.82 76.92
BETHESDA 20051201 2,745.23 516,750.00 75.00
WASHINGTON 20060101 3,923.08 659,785.92 80.00
JACKSONVILLE 20060201 2,616.80 423,374.32 28.33
XXXXXXXX 20060101 4,402.38 711,572.37 57.66
MANASSAS PARK 20051101 2,641.43 426,105.69 75.00
SPRINGFIELD 20060101 2,484.46 417,837.88 56.00
STERLING 20051101 2,635.27 425,094.29 57.84
WALNUT CREEK 20051101 2,085.94 400,500.00 50.06
UNION HALL 20060101 2,254.68 432,898.42 74.14
WASHINGTON 20060201 2,733.78 442,301.63 80.00
YORKTOWN 20060201 4,889.72 791,112.28 79.93
DERWOOD 20060101 2,921.58 472,225.30 79.08
ROCKVILLE 20051101 2,030.40 414,720.00 80.00
WARRENTON 20060101 2,832.30 457,533.46 80.00
RESTON 20060101 4,002.16 646,883.89 61.90
ARLINGTON 20051201 2,392.87 488,767.02 51.61
ALEXANDRIA 20060201 2,638.02 506,500.00 62.07
REHOBOTH BEACH 20060201 2,576.78 416,899.18 78.22
WASHINGTON 20060101 3,411.07 551,319.04 66.83
GAINESVILLE 20060201 3,004.70 486,133.34 80.00
KENSINGTON 20060101 3,472.65 561,296.23 57.85
KENSINGTON 20051201 2,893.87 467,289.14 52.81
ALEXANDRIA 20051201 2,898.54 486,965.58 56.00
ALEXANDRIA 20051101 2,514.04 421,797.04 66.93
ASHBURN 20051201 2,474.25 475,056.00 70.90
ARLINGTON 20051101 2,969.52 498,364.26 80.00
TOWER LAKES 20051201 3,378.31 552,715.93 80.00
0000 XXXXXXX XXXXXX 20051101 2,692.68 451,903.21 80.00
XXXXXXXX XXXXX 00000000 2,056.25 420,000.00 80.00
CHEVY CHASE 20060201 6,076.11 996,082.36 62.50
QUEENSTOWN 20051101 2,536.25 496,898.90 57.14
GREAT FALLS 20051201 4,374.80 715,747.26 57.60
POTOMAC 20051201 3,368.75 660,000.00 66.00
DERWOOD 20051201 2,582.34 421,413.68 46.45
ALEXANDRIA 20051101 2,611.21 426,780.99 75.00
BETHESDA 20051101 3,427.35 671,480.00 80.00
CHOWCHILLA 20051201 2,916.53 477,149.82 75.00
XXXXX HARBORS 20051001 5,104.16 999,999.00 50.00
LAUREL 20060201 2,636.56 516,550.47 80.00
ARLINGTON 20051201 3,572.92 700,000.00 69.31
WASHINGTON 20060101 1,836.07 359,720.00 68.00
WASHINGTON 20060101 5,468.49 895,581.38 80.00
ARLINGTON 20051201 2,977.29 487,105.74 76.56
BETHESDA 20060101 3,569.84 699,398.98 40.00
FLEMINGTON 20060201 3,159.63 523,887.05 72.69
Centreville 20060501 2,185.00 304,000.00 80.00
Upper Marlboro 20060501 3,685.86 479,069.61 80.00
Winchester 20060501 1,325.63 202,000.00 80.00
Purcellville 20060501 3,398.96 526,291.00 80.00
Clinton 20060401 2,877.62 476,296.00 80.00
Manassas 20060501 2,625.00 419,999.91 80.00
Clinton 20060501 3,089.04 520,260.00 80.00
Xxxxxxx 20060501 2,748.96 455,000.00 65.00
Newport News 20060501 684.00 115,200.00 80.00
Hollywood 20060501 1,396.83 231,200.00 80.00
Xxxxxxxx 20060501 2,635.21 451,750.00 65.00
Rockford 20060501 385.97 55,159.03 80.00
Elk Grove 20051001 2,486.43 395,541.44 77.39
FAWN GROVE 20060401 2,425.00 388,000.00 80.00
WASHINGTON 20060401 683.21 103,824.75 80.00
BALTIMORE 20060501 730.71 98,800.00 79.94
NEWARK 20060401 1,259.27 219,800.00 80.00
XXXXXX 20060501 509.21 63,938.59 80.00
Newark 20060401 1,601.67 248,000.00 72.94
Milford 20060101 1,546.66 255,998.73 80.00
Brooklyn 20060201 2,453.42 399,200.00 80.00
Brooklyn 20060501 2,486.43 359,726.07 80.00
Rochester 20060101 299.09 40,651.66 80.00
Xxxxx 00000000 1,154.01 165,350.00 74.99
XXXXXXX 20060501 788.08 135,100.00 70.00
PATERSON 20060501 2,155.67 356,800.00 80.00
ORLANDO 20060501 1,159.38 185,500.00 70.00
HAMPTON BOROUGH 20060501 1,564.06 231,000.00 70.00
VICTORY GARDENS BOROUGH 20060501 1,518.00 211,200.00 80.00
XXXXXX XXXXX 00000000 5,140.83 796,000.00 80.00
MUSKEGON 20060501 392.93 53,514.07 79.99
Cleveland 20060501 464.11 66,500.00 70.00
XXXXX 00000000 2,730.00 416,000.00 80.00
Newark 20060401 2,551.15 327,611.31 80.00
Perth Amboy 20060301 2,910.59 391,225.51 80.00
WESTMINSTER 20060501 1,299.11 191,940.89 80.00
Naples 20060301 3,299.91 494,773.16 80.00
Englewood 20060301 5,890.63 975,000.00 65.00
Xxx Xxxxxxx 00000000 1,796.67 308,000.00 80.00
Clermont 20060501 464.87 68,944.82 71.88
ATLANTA 20060501 446.63 58,725.48 75.00
XXXXXXXX 20060501 701.50 110,400.00 80.00
GAINESVILLE 20060501 703.83 92,542.44 80.00
POWDER SPRINGS 20060401 846.21 128,946.56 75.00
DALLAS 20060501 836.17 138,400.00 80.00
BROOKLYN 20060301 5,090.28 726,369.01 70.00
Xxxxxx Park 20060501 1,502.18 188,694.15 80.00
Richboro 20060501 3,314.70 491,606.55 80.00
AUBURN 20060501 1,597.92 260,000.00 65.00
AUSTIN 20060501 576.87 78,000.00 67.83
Arlington 20060501 604.12 86,335.88 80.00
Phenix City 20060401 447.21 64,651.16 70.00
Salisbury 20060501 1,010.11 146,138.72 75.00
Brownsville 20060401 2,676.86 391,785.93 81.75
Roswell 20060501 1,309.78 191,850.22 80.00
Denver 20060201 920.41 136,175.09 80.00
Little Rock 20060401 454.07 68,135.91 65.00
Xxxxx 00000000 2,128.91 319,465.89 80.00
Cleveland 20060501 1,173.34 171,865.83 80.00
HOUSTON 20060401 637.15 92,109.17 75.00
XXXXXXX 20060501 522.66 74,694.53 65.00
Xxxxx Xxxx 00000000 4,111.41 626,500.00 79.99
Houston 20060401 681.57 93,870.19 80.00
Xxxxxx Xxxx 00000000 809.49 110,245.98 80.00
Dallas 20060401 469.61 63,913.83 80.00
SPRING 20060501 676.91 101,660.60 80.00
Fort Worth 20060401 400.86 59,404.56 70.00
JACKSONVILLE 20060501 694.95 104,243.00 75.00
Xxxx Xxxxxx 00000000 1,100.00 176,000.00 80.00
San Antonio 20060401 4,425.28 595,217.64 80.00
Providence 20060501 1,827.17 251,826.58 70.00
Oklahoma City 20060501 905.55 126,310.78 80.00
Von Ormy 20060501 1,173.73 159,852.67 80.00
Xxx Xxxxxx 00000000 1,301.92 188,212.26 79.87
HEMET 20060501 419.53 59,955.47 35.61
Xxxxxx Grande 20060501 8,953.56 1,311,476.13 75.00
San Pablo 20060501 2,989.58 410,000.00 80.00
Xxxxxxx 20060501 804.83 110,923.61 79.86
Portland 20060401 762.08 124,000.00 80.00
Xxxxxxx 20060501 1,595.46 230,824.23 79.99
Sebring 20060501 831.04 115,918.13 80.00
Saint Helens 20060401 864.84 140,720.00 80.00
Vallejo 20060501 2,149.30 335,880.70 80.00
Portland 20060501 1,343.31 209,925.44 73.17
LEXINGTON 20060501 717.15 111,901.18 79.72
Xxxxxx 20060501 3,450.00 552,000.00 80.00
XXXXXX 20060401 13,984.29 1,997,022.14 55.56
Brookings 20060501 1,016.67 160,000.00 80.00
CINCINNATI 20060501 663.05 95,926.95 80.00
COLUMBUS 20060501 808.46 119,904.04 80.00
XXXXX XXXXX 00000000 435.61 62,253.77 84.88
NELSONVILLE 20060501 718.53 107,911.47 80.00
JUPITER 20060501 3,750.00 600,000.00 63.16
Denver 20060501 957.13 133,505.70 80.00
Milwaukee 20060501 736.11 103,924.72 83.87
Harmony 20060401 489.45 69,895.78 80.00
Silver Spring 20060501 11,379.72 1,626,292.16 70.76
Sterling 20060401 2,554.11 422,750.00 95.00
MOORETOWN 20040301 3,501.44 581,763.48 80.00
Humble 20060501 410.67 60,153.04 70.00
Chattanooga 20060501 358.22 44,495.68 80.00
Wichita 20060501 503.75 74,400.00 80.00
Xxx Xxxx 00000000 981.11 149,502.96 80.00
Cedar Rapids 20060501 684.47 94,335.03 80.00
Cottonwood 20060501 1,100.10 179,000.00 79.92
Emporia 20060101 546.70 74,430.21 80.00
FREDERICKSBURG 20060401 986.09 135,811.30 80.00
San Antonio 20060401 816.05 112,392.59 80.00
SPRING 20060501 521.00 74,456.70 80.00
TEMPLE 20060501 484.56 69,248.57 79.93
XXXXX 00000000 1,499.84 248,250.00 75.00
Baytown 20060401 478.92 66,755.33 70.00
Somerset 20060501 1,018.66 151,079.09 80.00
Xxxxxx 20060501 565.49 74,353.76 80.00
Newark 20060401 1,545.85 212,905.59 80.00
Philadelphia 20060501 853.12 117,000.00 75.48
Utica 20060401 628.38 78,889.13 80.00
CANANDAIGUA 20060501 689.76 95,064.53 70.00
NORTH PROVIDENCE 20060101 2,171.30 275,194.34 80.00
Plainville 20060501 1,980.00 288,000.00 80.00
XXXXXXXX 20060501 1,647.08 268,000.00 80.00
CANANDAIGUA 20060501 862.11 118,818.17 69.98
FARMINGVILLE 20060501 2,187.92 356,000.00 80.00
Waterbury 20060401 867.15 131,777.56 80.00
Rochester 20060501 315.41 43,470.06 75.00
Rochester 20060501 271.90 37,474.19 75.00
Rochester 20060501 315.41 43,470.06 75.00
Rochester 20060501 331.72 45,718.51 75.00
Stonewall 20060501 499.27 75,936.15 80.00
DURHAM 20060401 652.00 94,244.21 74.98
HYATTSVILLE 20060501 1,240.74 205,364.31 70.00
STERLING 20060501 2,121.23 345,150.00 78.00
Mission 20060401 473.79 67,659.11 80.00
Xxxxx 20060401 930.00 144,000.00 80.00
CHATSWORTH 20060501 6,817.34 974,276.41 75.00
Xxxxxx 20060401 6,852.30 978,540.85 70.00
CHANTILLY 20060501 5,512.83 853,600.00 76.97
Ellicott City 20060501 4,982.16 703,390.54 79.99
Shrewsbury 20060401 1,232.11 187,750.00 79.98
ELKRIDGE 20060501 1,669.01 276,250.00 79.99
Sylmar 20060401 1,981.20 304,800.00 80.00
Las Cruces 20060501 889.33 147,200.00 80.00
Lubbock 20060201 436.66 62,262.86 79.05
Champaign 20060501 620.97 96,150.00 70.75
Newark 20060301 2,351.67 332,000.00 80.00
Austin 20060301 858.98 119,644.48 79.97
Trenton 20060201 794.68 109,295.30 80.00
Florissant 20060301 657.35 103,713.39 80.00
Kingwood 20060201 588.10 102,650.00 79.98
Rochester 20060201 498.96 67,815.65 76.40
Swansea 20060201 2,033.85 308,539.43 80.00
Xxxxxx 20060401 1,514.40 255,056.97 65.00
City By The Sea 20060301 791.78 108,973.06 80.00
Charlotte 20060401 885.00 144,000.00 80.00
YUMA 20060401 610.00 96,000.00 80.00
BALTIMORE 20060401 380.37 54,319.01 80.00
XXXXXX 20060501 2,827.54 424,651.63 56.67
Las Vegas 20060501 1,550.00 248,000.00 80.00
Huntington 20060401 3,242.93 494,160.00 80.00
Huntington 20060401 2,130.19 337,590.74 80.00
Paterson 20060401 2,163.33 352,000.00 80.00
West Orange 20060501 1,575.83 248,000.00 67.03
Xxxx Xxx Xxxx 00000000 2,743.79 399,881.21 77.67
Paterson 20060501 2,384.32 340,746.93 77.50
Xxxxxxx 20060501 1,453.43 223,923.24 80.00
Leonia 20060501 2,404.69 405,000.00 75.00
AUSTIN 20051001 1,842.10 317,217.90 80.00
ROCKFORD 20051001 823.51 130,999.44 80.00
GAITHERSBURG 20051001 3,587.25 570,659.42 63.89
SAN DIEGO 20051101 2,458.05 423,759.28 64.99
GLENDALE 20051101 3,520.00 704,000.00 80.00
SAN DIEGO 20051001 2,841.99 568,397.00 80.00
BURBANK 20051101 2,192.59 438,517.48 78.57
XXXXXX XXXXX XXXXXXXXX 00000000 2,612.50 570,000.00 75.00
CORONA 20051001 3,033.42 475,632.31 80.00
ALEXANDRIA 20051001 2,323.42 455,200.00 80.00
XXXX XXXXXXXXX 00000000 2,832.81 555,000.00 64.16
LANGHORNE 20050801 2,574.96 430,762.90 79.16
LOS ANGELES 20051101 2,661.92 446,740.87 46.39
GLENDALE 20051001 3,076.00 515,685.28 56.52
XXXXXX 20051001 2,196.93 421,809.73 80.00
SUGAR LAND 20051001 1,045.62 172,986.49 80.00
XXX XXXX 00000000 3,028.15 499,398.85 80.00
XXXXXX 20051101 2,727.95 449,097.81 50.00
ASHBURN 20050801 3,023.44 645,000.00 68.04
Xxxxxxx Xxxxx 00000000 1,124.08 183,721.88 51.39
XXXXX XXXXX 00000000 2,341.75 394,400.00 80.00
HANFORD 20060401 570.94 87,000.00 79.09
Xxxxx Xxxxx 00000000 817.00 137,600.00 80.00
NILES 20060401 695.09 115,050.00 65.00
Xxxxxxx 20060401 290.94 39,596.61 65.00
GOLD CANYON 20060501 1,997.40 325,000.00 65.00
SCOTTSDALE 20060401 1,289.17 221,000.00 65.00
XXXXX 00000000 4,133.33 640,000.00 80.00
Durham 20060501 378.62 55,920.00 80.00
Jacksonville 20060501 424.03 53,868.99 70.00
Orlando 20060501 1,044.00 172,800.00 80.00
Jacksonville 20060501 440.55 55,967.78 70.00
SPARTA 20060501 663.05 95,926.95 80.00
FAIRFAX 20060501 1,451.19 224,700.00 70.00
RISING SUN 20060501 1,525.00 240,000.00 80.00
GLENDALE 20060501 4,086.98 665,000.00 70.00
Panorama City 20060501 2,922.94 422,877.98 80.00
Olney 20051001 2,691.32 469,782.23 61.88
Wando 20060101 3,955.34 631,032.58 52.83
MIAMI 20050801 2,055.22 386,865.68 90.00
XXXXXXX XXXXX XXXX 00000000 3,001.56 565,000.00 64.20
BERKELEY 20050901 2,104.17 404,000.00 80.00
XXXXXXX 20050901 3,922.58 836,816.08 68.57
XXXXXXXX XXXX 00000000 3,029.00 520,000.00 80.00
HUNTINGTON BEACH 20050901 3,048.16 610,649.27 75.00
FISHERS 20050801 2,100.00 360,000.00 80.00
DIAMOND BAR 20050701 2,193.33 376,000.00 80.00
LOS ANGELES (NORTH HOLLYW 20050701 2,491.67 478,400.00 80.00
SPRING VALLEY 20050901 2,041.89 437,547.24 45.60
SAN DIEGO 20050801 4,895.83 1,000,000.00 69.07
PASO XXXXXX 20050701 1,906.25 366,000.00 69.71
GLENDORA 20050801 5,186.43 1,082,385.40 64.29
SAN LEANDRO 20050801 1,878.33 392,000.00 68.77
HUNTINGTON BEACH 20050901 2,024.91 413,599.23 80.00
RANCHO CUCAMONGA 20050801 2,321.13 474,103.94 52.53
XXXXXX 20050801 1,796.87 375,000.00 64.66
XXXXXXX 20050801 2,369.27 454,900.00 70.00
INGLEWOOD 20050801 1,971.67 364,000.00 65.00
STONY BROOK 20050801 2,302.89 425,148.28 80.00
GAINESVILLE 20050901 2,437.50 450,000.00 78.95
SAN DIEGO 20050901 2,112.50 390,000.00 75.00
XXXXX XXX 00000000 2,124.30 433,900.00 76.12
SAN DIEGO 20050801 2,108.33 440,000.00 80.00
XXX XXXXXXXXX 00000000 2,395.81 499,994.25 80.00
ROCKLIN 20050901 2,393.43 499,499.00 62.50
KENMORE 20050901 1,970.33 411,200.00 80.00
LEESBURG 20050801 2,467.50 504,000.00 70.00
RENO 20050801 1,915.32 367,741.50 90.00
TORRANCE 20050801 1,875.00 400,000.00 66.67
XXXXX XXXXX 00000000 2,083.31 399,995.53 63.49
CARLSBAD 20050801 2,323.96 485,000.00 54.80
XXXXXX XXXXXX 00000000 5,179.69 974,999.99 75.00
OCEAN CITY 20050801 2,570.45 483,848.58 79.87
OXNARD 20050801 2,111.72 397,500.00 75.00
WESTMINSTER 20050801 2,598.96 499,000.00 74.00
NORWALK 20050701 2,040.00 383,999.99 80.00
NUEVO 20050901 2,018.75 380,000.00 80.00
IMPERIAL BEACH 20050901 3,500.00 700,000.00 70.00
STOCKTON 20050801 2,338.76 423,623.85 80.00
LONG BEACH 20050801 2,208.33 400,000.00 87.91
SPOTSYLVANIA 20050701 3,470.33 628,588.29 70.00
VISTA 20050701 2,539.58 459,999.58 80.00
CAPE CORAL 20050901 2,176.49 435,297.19 89.99
BRENTWOOD 20050801 1,783.21 380,419.00 54.35
CANOGA PARK 20050901 2,852.79 570,558.65 80.00
XXXXXX XXXX XXXX)XX 00000000 1,922.18 384,435.77 70.00
SAN DIEGO 20050801 1,854.99 370,997.43 70.00
XXXXXXXX XXXXXX 00000000 2,137.50 360,000.00 80.00
WESTMINSTER 20050801 2,826.25 476,000.00 70.00
ARLINGTON 20050801 2,517.50 424,000.00 80.00
SAN DIMAS 20050901 2,018.75 380,000.00 80.00
LAGUNA HILLS 20050901 2,000.00 400,000.00 51.55
WESTON 20050801 1,924.55 377,055.60 80.00
ORANGE 20050901 2,497.50 444,000.00 80.00
OCEANSIDE 20050701 2,667.70 474,257.43 79.17
LOS ANGELES 20050701 2,992.50 532,000.00 70.00
XXXXXXX XXXXX 00000000 3,084.90 548,426.85 80.00
HOUSTON 20050701 2,421.56 430,500.00 70.00
ANTIOCH 20050801 2,077.40 407,000.00 68.40
RIVIERA BEACH 20050901 2,260.42 434,000.00 80.00
XXXXXX 20050901 3,125.93 612,427.83 80.00
FOUNTAIN VALLEY 20050801 2,741.67 560,000.00 74.67
MIAMI 20050901 4,994.40 871,750.21 79.27
PEARL RIVER 20050801 2,612.50 456,000.00 80.00
XXXXX XXXXX 00000000 2,818.75 492,000.00 80.00
BROOKLYN 20050801 5,195.31 997,500.00 70.00
XXXXXXX XXXXX 00000000 2,167.61 424,674.13 70.25
SAN DIEGO 20050901 2,224.02 418,638.82 70.00
LONG BEACH 20050801 3,287.18 644,018.39 75.00
XXXXXX XXXXX XXXXXXXXX 00000000 2,162.39 433,200.00 64.93
Xxxx Xxxx Xxxx 00000000 598.13 99,000.00 74.44
Indianapolis 20060201 335.83 52,000.00 80.00
Bedminster 20060401 1,250.00 200,000.00 80.00
Anoka 20060501 556.81 90,600.00 69.98
ORONO 20060501 8,157.03 1,124,225.78 75.00
Maple Grove 20060501 661.67 95,727.10 69.99
XXXX 20060501 649.40 102,200.00 70.00
XXXX 20060501 616.04 96,950.00 70.00
NEW BRAUNFELS 20060501 1,038.32 130,426.84 90.00
CONVERSE 20060501 648.69 92,705.15 78.77
COCOA 20060501 1,226.17 181,854.46 65.00
LANCASTER 20060501 2,237.70 364,100.00 67.43
GREENVILLE 20060501 639.84 92,569.51 80.00
XXXX 20060501 622.71 98,000.00 70.00
THE WOODLANDS 20060501 611.42 89,558.08 70.00
Tomball 20060501 736.86 107,931.74 80.00
Waterbury 20060601 621.61 90,000.00 39.65
NORFOLK 20060501 927.76 135,893.91 80.00
Glendale 20060501 1,090.00 174,400.00 80.00
Anthem 20060501 3,465.61 513,988.64 80.00
HOUSTON 20060301 783.87 109,182.82 80.00
Choctaw 20060201 883.81 126,021.23 80.00
Houston 20060301 638.70 88,962.00 80.00
JOLIET 20060501 776.83 126,400.00 78.51
PEQUOT LAKES 20060501 1,132.71 163,875.21 80.00
ARP 20060401 651.17 91,766.40 80.00
TYLER 20060501 335.62 47,964.38 80.00
Asheboro 20060501 587.01 79,946.32 76.19
TAMPA 20060401 2,030.00 336,000.00 80.00
Dallas 20060501 467.38 54,374.62 80.00
Tampa 20060501 997.50 152,000.00 80.00
Tampa 20060501 997.50 152,000.00 80.00
Phoenix 20060401 1,022.20 147,773.85 80.00
Xxxxx 00000000 6,458.33 1,000,000.00 74.07
Raeford 20060401 751.37 102,262.14 80.00
North Bergen 20060401 975.87 158,786.26 88.89
Phoenix 20060501 819.65 123,099.02 80.00
Friendswood 20060501 3,030.34 438,416.14 75.00
Old Hickory 20060501 3,820.31 611,250.00 75.00
Las Vegas 20060501 1,763.63 267,911.37 80.00
Orlando 20060301 1,314.02 183,454.04 80.00
St Augustine 20060401 552.93 73,505.75 80.00
Dallas 20060501 382.01 55,955.32 80.00
Dallas 20060501 289.24 42,366.93 80.00
Dallas 20060501 332.90 48,760.93 80.00
Xxxx Xxxx Xxxx 00000000 612.38 85,200.00 80.00
Dallas 20060501 365.64 53,557.19 80.00
Houston 20060501 607.29 85,737.90 65.00
Xxxx Xxxxxx 20060501 516.58 70,352.75 80.00
Brooksville 20060401 3,099.11 459,262.10 80.00
Wood River 20060501 384.48 54,280.68 80.00
Birmingham 20060501 297.97 40,103.74 72.05
Mc Louth 20060401 396.36 55,918.69 80.00
Boca Raton 20060401 5,001.17 813,750.00 75.00
Tampa 20060401 1,064.15 173,150.00 79.98
Freehold 20060501 1,362.50 218,000.00 79.85
Attleboro 20060501 2,667.43 416,851.94 74.46
San Xxxxxxxx 20060501 3,111.89 479,435.65 79.93
Xxxxxx 20060401 3,067.80 438,096.74 65.00
Cleveland 20060101 524.91 75,707.26 80.00
WILMINGTON 20060501 674.33 95,200.00 80.00
Santa Xxxx 20051101 3,136.84 614,564.64 80.00
ADELANTO 20060401 1,326.54 205,400.00 80.00
tempe 20060501 1,128.82 155,959.93 80.00
denver 20060501 871.35 119,500.00 79.99
West Palm Beach 20060401 1,819.16 235,999.72 80.00
King City 20060501 1,454.22 211,937.03 80.00
TUSCALOOSA 20060501 2,673.44 435,000.00 64.93
SANTA XXXX 20060101 2,587.50 460,000.00 61.74
UKIAH 20060101 2,069.33 313,661.54 78.75
HIDDEN VALLEY LAKE 20060101 2,881.40 447,972.93 63.92
HAYWARD 20060101 2,594.39 398,258.57 58.82
XXX XXXX 00000000 4,097.99 637,722.60 72.32
SANTA XXXX 20060201 4,310.02 697,322.42 78.21
Escondido 20060101 2,550.00 480,000.00 80.00
XXXXXXXXX 20060401 3,227.41 507,920.00 80.00
CLARKSBURG 20060401 3,147.33 444,022.28 65.00
Upland 20060501 3,056.67 524,000.00 80.00
Xxxx City 20060501 3,812.50 600,000.00 80.00
Phoenix 20060501 927.50 148,400.00 70.00
Phoenix 20060501 1,032.15 131,124.52 80.00
Phoenix 20060501 927.50 148,400.00 70.00
Maricopa 20060501 1,425.65 231,970.00 80.00
LOCUST GROVE 20060401 592.87 87,858.84 80.00
CARTERSVILLE 20060501 333.80 55,250.00 65.00
MCDONOUGH 20060301 671.83 111,199.00 80.00
Hinesville 20060501 587.70 90,999.00 78.45
STATHAM 20060301 421.23 61,602.62 80.00
CHARLOTTE 20060301 882.33 151,257.00 80.00
FAIRBURN 20060401 738.26 120,124.27 80.00
CONYERS 20060401 627.66 107,599.00 80.00
MCDONOUGH 20060401 699.99 119,999.00 80.00
SENECA 20060401 636.03 95,442.82 80.00
ROME 20060301 580.17 94,400.00 80.00
Atlanta 20060401 1,017.25 147,058.17 80.00
Newnan 20060501 769.49 112,712.01 80.00
CARTERSVILLE 20060401 466.58 65,825.28 75.00
STONE MOUNTAIN 20060401 599.83 97,600.00 80.00
Lithonia 20060401 629.29 89,791.63 80.00
Powder Springs 20060401 768.03 111,030.26 80.00
DALLAS 20060401 687.66 111,890.00 79.99
CHARLOTTE 20060401 835.78 135,992.00 80.00
Douglasville 20060401 896.01 145,792.00 80.00
Dayton 20060401 688.33 112,000.00 80.00
CARTERSVILLE 20060501 553.44 96,600.00 80.00
STOCKBRIDGE 20060401 901.93 124,220.22 80.00
BARONA RANCHERIA 20051201 2,083.33 400,000.00 77.67
XXXXXX 20060501 997.95 148,879.10 50.00
LAS VEGAS 20060501 1,121.00 182,400.00 80.00
PORTLAND 20060401 1,900.00 304,000.00 80.00
ENCINO 20060401 5,725.51 837,986.57 70.00
COMMERCE 20060501 695.49 95,853.99 80.00
Louisville 20060301 406.01 52,106.87 94.91
SPRINGFIELD 20060501 394.44 54,362.00 80.00
Olive Branch 20060401 659.50 105,520.00 80.00
Olive Branch 20060501 637.52 105,520.00 80.00
Xxxxxx 20060501 460.64 65,831.11 80.00
Xxxxx Xxxxxxx 00000000 974.62 137,498.04 80.00
SAN FRANCISCO 20060301 5,687.50 975,000.00 65.00
Tice 20060301 3,145.53 497,740.11 31.25
North Myrtle Beach 20060401 784.01 100,680.55 80.00
Pelham 20060201 917.37 130,806.85 80.00
Atlanta 20060401 850.66 133,875.00 75.00
Rincon 20060401 721.59 103,046.34 80.00
Newnan 20060401 716.43 111,920.24 80.00
Cartersville 20060501 668.33 99,120.67 80.00
Canton 20060501 726.92 114,400.00 80.00
Villa Rica 20060401 633.75 93,600.00 80.00
Dallas 20060301 1,529.03 245,767.13 95.00
Atlantic Beach 20051101 2,472.50 516,000.00 80.00
Valdosta 20060201 3,166.11 547,631.48 76.18
Vinton 20060501 955.83 148,000.00 80.00
Trenton 20060501 590.04 101,150.00 74.98
LEWISVILLE 20060501 460.00 64,000.00 80.00
Plano 20060501 909.58 148,000.00 80.00
WICHITA 20060501 515.37 79,800.00 70.00
HORSESHOE BAY 20060501 4,093.06 599,531.94 80.00
COLUMBIA 20060501 502.20 70,050.53 78.76
South Elgin 20060501 1,311.00 220,800.00 80.00
STREAMWOOD 20060401 3,379.32 465,424.40 80.00
RANCHO CUCAMONGA 20060401 4,435.83 625,801.92 80.00
NORTH RIDGEVILLE 20060501 1,082.54 140,702.71 80.00
CORONA 20060501 3,275.90 491,988.39 80.00
KISSIMMEE 20060501 1,484.38 250,000.00 55.12
ALAMOSA 20060501 831.33 137,600.00 79.08
CO SPGS 20060501 965.00 154,400.00 80.00
Muskogee 20060101 973.73 149,474.39 76.21
SANTA CRUZ 20060401 4,447.95 643,016.93 80.00
ALPINE 20060501 3,625.00 600,000.00 80.00
OREM 20060501 5,875.00 940,000.00 80.00
Murrieta 20060501 3,786.67 512,000.00 80.00
Norton 20060501 1,488.56 219,932.27 80.00
SHERMAN 20060501 3,266.67 560,000.00 75.68
Worcester 20060201 2,520.00 345,600.00 80.00
Columbiana 20060401 1,261.02 163,800.59 80.00
Hartford 20060401 386.78 55,914.51 80.00
Cleveland 20060501 565.92 73,555.41 80.00
Miami 20060501 355.24 50,153.68 78.30
Rowlett 20060501 755.15 107,919.85 79.41
Orlando 20060501 828.12 116,915.32 65.00
Atlanta 20060501 553.62 71,956.38 80.00
Stafford Township 20060301 1,344.28 185,014.71 80.00
Roselle 20060301 2,066.67 320,000.00 80.00
COLUMBIA 20060401 549.68 89,440.00 80.00
Charleston 20060401 863.37 140,480.00 80.00
Riverdale 20060501 659.56 103,800.00 80.00
Conyers 20060401 573.13 79,886.71 62.75
Las Vegas 20060501 1,100.87 188,720.00 80.00
Scottsdale 20060501 3,450.42 473,200.00 80.00
Hampton 20060501 552.78 83,972.22 70.00
Oro Valley 20060301 3,012.85 481,581.01 69.99
YUMA 20060501 978.42 159,200.00 80.00
Hampstead 20060501 2,910.02 481,659.00 55.62
Marietta 20060501 661.68 109,520.00 80.00
Dallas 20060401 2,277.00 316,800.00 80.00
CHICKAMAUGA 20060401 519.02 67,417.92 90.00
MACON 20050901 2,807.77 435,035.74 63.45
CHICKAMAUGA 20050801 850.39 128,334.04 93.80
Mount Laurel 20060501 905.98 127,907.35 80.00
Philadelphia 20060501 374.22 50,367.03 80.00
Avalon 20060501 11,012.63 1,573,831.12 70.00
Vineland 20060501 1,143.76 165,473.99 80.00
Philadelphia 20060501 436.59 58,761.53 80.00
Cherry Hill 20060501 1,969.30 295,757.37 80.00
Hopewell 20060501 2,149.24 299,788.26 80.00
Marion 20060501 886.83 129,898.59 80.00
POTOMAC 20060401 9,182.78 1,360,813.59 65.00
Haverstraw 20060501 1,530.84 253,380.00 80.00
LILBURN 20060401 700.35 115,920.00 80.00
DOUGLASVILLE 20060501 385.23 52,464.77 70.00
DES MOINES 20060501 421.45 58,085.00 93.00
BELLEVUE 20051101 2,558.34 418,141.15 61.92
Baltimore 20060501 1,644.54 258,812.54 70.00
Passaic 20060501 2,482.64 342,164.36 80.00
Muskegon 20060501 378.27 52,762.73 80.00
Charlotte 20060401 656.83 92,665.25 80.00
SAN ANTONIO 20060501 634.89 90,732.61 80.00
PIPE CREEK 20060501 379.38 53,561.20 80.00
SAN ANTONIO 20060401 836.35 129,500.00 70.00
BROKEN ARROW 20060501 595.43 95,268.00 80.00
FULLERTON 20051101 2,173.38 359,935.64 39.84
ROSEVILLE 20051101 2,401.17 372,645.29 64.66
BERKELEY 20051101 2,339.51 372,529.58 52.08
HEMET 20051101 2,129.21 372,086.97 69.44
GARDENA 20051101 2,124.21 361,243.78 70.00
PASO ROBLES 20051101 2,129.93 367,190.99 68.52
SAN JOSE 20051101 2,218.27 372,284.04 53.57
OAKLAND 20051101 2,044.04 357,203.44 75.00
TUSTIN 20051101 2,151.13 360,096.70 55.95
SANTA FE SPRINGS 20051101 2,100.82 367,125.82 73.27
GIG HARBOR 20051001 2,127.47 351,742.88 79.92
GARDENA 20051101 2,635.89 426,284.08 72.34
VIRGINIA BEACH 20051101 2,308.94 372,469.73 49.34
BEDFORD 20051001 203.85 33,700.22 54.84
ROSEDALE 20051101 2,308.94 372,470.03 93.75
CHINO 20051101 2,200.52 369,305.72 74.40
LA HONDA 20051101 2,218.27 372,284.04 61.68
ROSEVILLE 20051101 2,215.04 371,742.96 68.90
PHOENIXVILLE 20060101 2,512.86 422,613.15 80.00
VIRGINIA BEACH 20060101 3,064.17 515,333.38 59.54
ELMWOOD PARK 20051101 3,330.77 544,387.86 75.09
BEACH MOUNTAIN 20051201 3,312.62 556,532.07 80.00
BIRMINGHAM 20060101 3,198.99 497,371.62 79.55
MOORESVILLE 20051201 3,448.19 564,148.03 76.69
ALLEN 20060101 2,798.90 458,378.44 80.00
WEST PALM BEACH 20051201 2,843.62 465,235.71 80.00
TOMS RIVER 20051201 3,122.84 546,031.88 73.26
CHAPEL HILL 20051201 3,501.44 596,196.05 61.22
PACIFIC PALISADES 20060101 6,915.34 1,178,754.16 47.40
RUMSON 20051201 3,797.57 621,308.37 60.98
RICHMOND 20051201 2,702.68 472,837.89 80.00
JACKSONVILLE 20051201 2,743.67 448,505.04 72.95
WINSTON SALEM 20051201 3,416.73 574,023.09 80.00
HILTON HEAD 20051101 2,156.25 459,999.99 78.63
CORNELIUS 20051201 3,375.00 720,000.00 80.00
ARLINGTON 20060101 2,208.96 461,000.00 64.25
CHARLTON 20051201 4,423.41 723,699.99 80.00
MIAMI BEACH 20060101 4,067.36 640,559.65 65.00
HOT SPRINGS 20060101 4,140.76 696,396.50 80.00
BIRMINGHAM 20060101 3,856.85 623,397.12 80.00
SUMMERVILLE 20060101 3,175.52 513,271.62 80.00
SOUTH BARRINGTON 20051201 2,744.74 461,126.47 80.00
MT PLEASANT 20060101 3,312.56 535,420.89 54.62
CHARLESTON 20051201 2,770.73 447,404.52 27.15
GAINESVILLE 20051201 2,507.65 419,169.06 80.00
NEWARK 20051201 3,584.91 586,515.08 24.58
BRIARCLIFF MANOR 20051201 5,875.60 974,072.73 80.00
BOWIE 20060101 2,661.23 521,383.12 73.94
PALM BEACH GARDENS 20060101 4,196.86 696,480.68 56.91
VIRGINIA BEACH 20060101 5,395.96 895,475.18 52.94
OCEAN CITY 20060101 3,792.41 594,732.20 80.00
ARLINGTON 20060101 2,697.98 447,737.59 78.26
APEX 20060101 2,989.96 496,085.67 80.00
RICHMOND 20060101 4,278.70 709,410.54 69.62
CARY 20060101 2,570.28 426,439.77 80.00
WINSTON SALEM 20051201 5,515.87 914,435.62 80.00
MT PLEASANT 20050901 2,590.45 445,588.26 61.64
LUTZ 20051201 2,493.93 418,989.14 80.00
LEESBURG 20060101 2,847.87 472,325.86 65.52
VIRGINIA BEACH 20060101 4,376.72 726,329.88 47.10
DAHLONEGA 20051201 2,396.00 479,199.99 80.00
LAWRENCE TWP 20051201 2,844.27 471,385.65 80.00
SENECA 20051101 3,361.38 571,729.33 80.00
AVENTURA 20051201 6,603.57 1,066,314.15 75.00
SAVANNAH 20051201 4,557.08 740,493.00 71.43
NEW YORK 20060101 4,730.46 783,335.51 60.69
RALEIGH 20060101 2,997.76 497,485.59 76.34
MONTCLAIR 20060101 2,994.08 477,673.73 80.00
SHORT HILLS 20060101 4,004.72 673,514.83 55.27
SAVANNAH 20051201 2,508.12 421,374.33 80.00
WARREN 20051201 5,995.51 993,951.77 43.48
NEW YORK 20060101 3,845.00 646,653.86 61.90
BLUFFTON 20051201 3,047.50 606,000.00 80.00
WILDWOOD 20051101 2,480.00 495,999.99 80.00
HILTON HEAD ISLAND 20051201 2,770.73 447,404.52 53.25
BLOWING ROCK 20051201 3,893.23 747,499.99 65.00
NOKESVILLE 20060101 2,813.66 448,889.08 79.82
NORFOLK 20060101 2,925.65 479,136.03 41.87
NEW YORK 20060101 2,586.02 416,785.83 80.00
LIGHTHOUSE POINT 20060101 6,157.17 520,011.40 67.61
WILTON 20051201 3,694.31 591,460.68 32.43
KIAWAH ISLAND 20051201 5,835.73 993,660.10 68.97
GLADSTONE 20051201 5,995.51 993,951.77 76.92
HILLSBOROUGH 20060101 2,764.63 452,766.15 78.45
ALEXANDRIA 20060101 3,250.00 624,000.00 80.00
PHILADELPHIA 20060101 2,645.46 422,055.12 80.00
JACKSONVILLE 20060101 3,838.05 612,320.56 80.00
HOMEWOOD 20051201 2,602.77 437,275.23 80.00
PEEKSKILL 20060101 3,275.62 529,449.62 80.00
YORKTOWN 20051201 8,634.85 1,479,702.46 68.18
LIGHTHOUSE POINT 20060101 2,923.33 443,109.21 68.99
HENDERSONVILLE 20051201 3,559.86 614,386.57 72.75
RICHMOND 20060101 4,860.89 796,072.33 44.44
CHARLOTTE 20060101 2,901.31 501,280.58 80.00
RICHMOND HILL 20060101 3,073.50 477,405.03 80.00
WASHINGTON 20051201 3,511.50 604,133.60 70.11
EAST VINCENT TOWNSHIP 20060101 3,069.44 489,697.22 80.00
CRESCO 20051201 3,069.70 508,747.51 80.00
CORAL SPRINGS 20051201 2,709.97 449,266.20 71.18
RALEIGH 20060101 3,472.49 568,689.51 66.07
STEWARTSTOWN 20060101 5,146.54 781,960.36 80.00
COLUMBUS 20051201 3,451.23 564,137.35 80.00
FLORENCE 20051201 2,721.08 457,151.35 80.00
DAVIDSON 20051201 7,660.16 1,387,500.00 77.08
OZONA 20051101 3,662.58 568,408.31 80.00
MILFORD 20051101 3,165.63 524,263.95 78.22
MOORESVILLE 20060101 5,915.38 994,852.09 80.00
ELLICOTT CITY 20051201 2,823.65 474,334.83 80.00
GLEN ALLEN 20060101 2,156.00 422,400.00 80.00
APEX 20060101 2,633.50 437,036.65 75.08
MC LEAN 20051201 5,995.51 993,951.77 76.92
PARSIPPANY 20051201 2,241.75 439,199.99 80.00
FT LAUDERDALE 20051201 3,979.85 651,131.20 78.92
FREDERICKSBURG 20060101 3,549.34 586,863.80 80.00
WINTER GARDEN 20060101 4,162.02 647,100.77 76.47
MARIPOSA 20051201 2,653.02 439,823.62 75.00
CITY OF LONG BEACH 20051001 2,579.39 438,245.70 69.06
PARK CITY 20051201 2,943.87 481,297.20 59.81
DRAPER 20051101 2,910.37 488,436.66 80.00
LINCOLN 20060101 2,376.41 399,665.91 70.48
CARMICHAEL 20051101 2,478.55 415,965.34 79.96
DANVILLE 20051101 3,845.00 645,292.35 53.06
HOPEWELL 20051201 2,509.63 439,063.75 71.87
NAPA 20051201 2,997.76 494,934.01 44.84
OAKTON 20051001 2,805.90 464,206.93 71.45
BRUSH PRAIRIE 20051001 2,342.49 392,714.19 80.00
LADERA RANCH 20051201 3,726.69 626,098.62 70.00
WEST LAFAYETTE 20060101 2,807.17 455,695.99 65.53
SAN JOSE 20051101 3,741.77 645,066.81 77.84
YUBA CITY 20051201 2,806.85 471,561.56 59.35
BERKELEY TOWNSHIP 20051201 2,834.94 476,282.22 75.00
MONTICELLO 20051201 3,076.00 516,579.06 80.00
YUBA CITY 20051101 2,518.38 422,473.43 67.04
EVANSTON 20051001 3,265.29 530,689.33 80.00
MILWAUKEE 20051101 410.16 56,250.00 75.00
UNINCORPORATED AREA 20060201 2,678.37 433,201.45 69.60
SPRING VALLEY 20060101 3,098.82 507,496.11 69.39
SAN DIEGO 20060101 3,714.38 636,750.00 75.00
ARLINGTON 20060101 2,857.33 455,856.33 76.33
ANDOVER 20051101 2,374.58 408,659.42 75.00
FRESNO 20060301 3,385.65 525,955.93 75.00
WHEATLEY HEIGHTS 20060301 3,210.91 506,614.80 80.00
CHICAGO 20051101 3,539.58 556,398.16 80.00
KOKOMO 20060101 2,993.47 471,435.99 79.60
SAN JOSE 20051101 2,751.55 467,368.87 73.67
SALT LAKE CITY 20051101 2,624.88 429,015.45 80.00
PARK CITY 20051101 2,440.17 398,825.45 80.00
GLENDALE 20060201 3,524.15 577,727.75 68.24
WINCHESTER 20051201 3,521.28 599,574.49 79.39
CITY OF SAN JOSE 20051001 2,379.88 421,111.62 60.71
WEST LINN 20051101 3,717.21 615,614.17 80.00
OKLAHOMA CITY 20051101 2,964.55 504,017.22 41.64
CITY1 MI MERS GROUP I
--------------------------------------------------------------------------------------------------------------------------------
POTOMAC No MI M10001530585060940 I
ASHBURN No MI M10001530533074597 I
VIENNA No MI M10001530535073357 I
YORBA LINDA No MI M10001530585058795 I
WASHINGTON No MI M10001530585056054 I
CABIN JOHN No MI M10001530535102297 I
KENSINGTON No MI M10001530535100440 I
ROCKVILLE No MI M10001530585051311 I
COLUMBIA No MI M10001530535110423 I
OAKTON No MI M10001530535110464 I
BETHESDA No MI M10001530531170576 I
ASHBURN No MI M10001530535120380 I
WASHINGTON No MI M10001530535120406 I
WASHINGTON No MI M10001530535120596 I
SOUTHINGTON No MI M10001530585050875 I
ALEXANDRIA No MI M10001530535098461 I
FALLS CHURCH No MI M10001530535093660 I
ARLINGTON No MI M10001530535087076 I
REHOBOTH BEACH No MI M10002530535086532 I
CENTREVILLE No MI M10001530535085211 I
GLENALLEN No MI M10001530535123210 I
ANNAPOLIS No MI M10001530585073430 I
SILVER SPRING No MI M10001530533114294 I
ARVADA No MI M10001530535128821 I
HERNDON No MI M10001530585072614 I
MANASSAS No MI M10001530585071822 I
SAN DIEGO No MI M10001530580660012 I
CHAPEL HILL No MI M10001530585065691 I
CHEVY CHASE No MI M10001530585065477 I
BOLTON LANDING No MI M10001530585059843 I
SILVER SPRING No MI M10001530533019089 I
VIENNA No MI M10001530535126478 I
WASHINGTON No MI M10001530535122048 I
MANASSAS No MI M10001530535113443 I
CHEVY CHASE No MI m10001530535104715 I
NEWTOWN No MI M10001530580740792 I
ALEXANDRIA No MI M10001530585074420 I
CORAL GABLES No MI M10001530585072887 I
FAIRFAX No MI M10001530535110209 I
WARREN No MI M10001530585069289 I
ERWINNA No MI M10001530585065998 I
WASHINGTON No MI M10001530535107239 I
PORT WASHINGTON No MI M10001530585026891 I
MICHELLVILLE No MI M10001530585057409 I
LA PLATA No MI M10001530535098966 I
BETHESDA No MI M10001530535095053 I
GREENWOOD LAKE No MI M10001530585048812 I
BOWIE No MI M10001530585056096 I
ELLICOTT CITY No MI M10001530535094239 I
WASHINGTON No MI M10001530535130231 I
ALEXANDRIA No MI M10001530535129498 I
BETHESDA No MI M10001530535129018 I
CHARLES TOWN No MI M10001530535103808 I
WASHINGTON No MI M10001530535127385 I
CHANTILLY No MI M10001530535125900 I
OAKTON No MI M10001530535125660 I
HILLSBOROUGH No MI M10001530535124341 I
SILVER SPRING No MI M10001530535122923 I
WASHINGTON No MI M10001530535121560 I
BETHESDA No MI M10015305351210214 I
LEESBURG No MI M10001530535121206 I
LAUREL No MI M10001530535119309 I
NW, WASHINGTON No MI M10001530535118319 I
CHEVY CHASE No MI M10001530535115034 I
BURTONVILLE No MI M10001530535106942 I
PHOENIX No MI M10001530585076086 I
BETHESDA No MI M10001530535106959 I
BETHESDA No MI M10001530535112379 I
WASHINGTON No MI M10001530535110092 I
JACKSONVILLE No MI M10001530585070865 I
HAMILTON No MI M10001530580588654 I
MANASSAS PARK No MI M10001530535095049 I
SPRINGFIELD No MI M10001530535118058 I
STERLING No MI M10001530585046659 I
WALNUT CREEK No MI M10001530585040108 I
UNION HALL No MI M10001530535103972 I
WASHINGTON No MI M10001530535127351 I
YORKTOWN No MI M10001530535124960 I
DERWOOD No MI M10001530535122261 I
ROCKVILLE No MI M10001530535078323 I
WARRENTON No MI M10001530535121222 I
RESTON No MI M10001530535120935 I
ARLINGTON No MI M10001530535093678 I
ALEXANDRIA No MI M10001530535120745 I
REHOBOTH BEACH No MI M10001530535117840 I
WASHINGTON No MI M10001530535117824 I
GAINESVILLE No MI M10001530535117035 I
KENSINGTON No MI M10001530531155013 I
KENSINGTON No MI M10001530535111413 I
ALEXANDRIA No MI M10001530585050271 I
ALEXANDRIA No MI M10001530585053713 I
ASHBURN No MI M10001530535110266 I
ARLINGTON No MI M10001530535103014 I
TOWER LAKES No MI M10001530585061229 I
3027 MEETING STREET No MI M10001530535103170 I
REHOBETH BEACH No MI M10001530535103600 I
CHEVY CHASE No MI M10001530585060668 I
QUEENSTOWN No MI 0 I
GREAT FALLS No MI M10001530585055429 I
POTOMAC No MI M10001530535100481 I
DERWOOD No MI M10001530585503184 I
ALEXANDRIA No MI M10001530535099295 I
BETHESDA No MI M10001530535098909 I
CHOWCHILLA No MI M10001530585048101 I
LLOYD HARBORS No MI M10001530585032667 I
LAUREL No MI M10001530585028749 I
ARLINGTON No MI M10001530535107668 I
WASHINGTON No MI M10001530535118566 I
WASHINGTON No MI M10001530535116933 I
ARLINGTON No MI M10001530535109680 I
BETHESDA No MI M10001530535108898 I
FLEMINGTON No MI M10001530585074446 I
Centreville No MI 100218000000177440 I
Upper Marlboro No MI 100218000000176020 I
Winchester No MI 100218000000174934 I
Purcellville No MI 100218000000177689 I
Clinton No MI 100218000000174124 I
Manassas No MI 100218000000176491 I
Clinton No MI 100218000000177325 I
Herndon No MI 100218000000175550 I
Newport News No MI 100218000000174140 I
Hollywood No MI 100218000000176640 I
Hamilton No MI 100218000000176236 I
Rockford No MI 100212504000264856 I
Elk Grove No MI 100212504000183791 I
FAWN GROVE No MI 100212504000045792 I
WASHINGTON No MI 100212504000249709 I
BALTIMORE No MI 100212504000254659 I
NEWARK No MI 100212504000255664 I
MENARD No MI 100060806030041870 I
Newark No MI 100038600000114885 I
Milford No MI 100038603000039631 I
Brooklyn No MI 100038600000112137 I
Brooklyn No MI 0 I
Rochester No MI 100038603000038161 I
Largo No MI 100090704306030129 I
SANFORD No MI 100246606030700021 I
PATERSON No MI 100246606022700005 I
ORLANDO No MI 100246606022800060 I
HAMPTON BOROUGH No MI 100288006011900022 I
VICTORY GARDENS BOROUGH No MI 100246606021700014 I
MYRTLE BEACH No MI 100075120040109815 I
MUSKEGON No MI 100098500040208704 I
Cleveland No MI 100098500040230617 I
MIAMI No MI 100361200000505609 I
Newark No MI 100022100135593077 I
Perth Amboy No MI 100022100136638699 I
WESTMINSTER No MI 100328400000601307 I
Naples No MI 100022100135849743 I
Englewood No MI 0 I
New Orleans No MI 100022100135848265 I
Clermont No MI 100022100137172938 I
ATLANTA No MI 100184602051118007 I
DEMOREST No MI 100184602060221040 I
GAINESVILLE No MI 100184622160303001 I
POWDER SPRINGS No MI 100184609060125014 I
DALLAS No MI 100184609060111014 I
BROOKLYN No MI 100163405811617325 I
Elkins Park No MI 100086850060300137 I
Richboro No MI 100086801060300825 I
AUBURN No MI 100414001000143202 I
AUSTIN No MI 100414001000141537 I
Arlington No MI 0 I
Phenix City No MI 100378000003133065 I
Salisbury No MI 100378000003125756 I
Brownsville Mortgage Guaranty In 0 I
Roswell No MI 100378000003135730 I
Denver No MI 100378000003107382 I
Little Rock No MI 0 I
Miami No MI 0 I
Cleveland No MI 0 I
HOUSTON No MI 100378000003127349 I
MCKINNY No MI 100378000003132570 I
Saint Paul No MI 100119750000025147 I
Houston No MI 100098900060233881 I
Canyon Lake No MI 100098900060242387 I
Dallas No MI 100098900060201623 I
SPRING No MI 100098900060334069 I
Fort Worth No MI 100098900051243063 I
JACKSONVILLE No MI 100098900060301209 I
Blue Island No MI 100098900060150176 I
San Antonio No MI 100098900060235472 I
Providence No MI 100098900060312081 I
Oklahoma City No MI 100098900060302314 I
Von Ormy No MI 100098900060320910 I
Rio Rancho No MI 100098900060133438 I
HEMET No MI 100199105110034572 I
Arroyo Grande No MI 0 I
San Pablo No MI 100073500011673380 I
Sanford No MI 100073510100446515 I
Portland No MI 100073500011668968 I
Redding No MI 100073500011664454 I
Sebring No MI 100073510100447083 I
Saint Helens No MI 100073500011663795 I
Vallejo No MI 100073500011666681 I
Portland No MI 100073500011671426 I
LEXINGTON No MI 100035019000115524 I
Ramona No MI 100073500011681664 I
NEWTON No MI 100073500011662144 I
Brookings No MI 100073500011669420 I
CINCINNATI No MI 100330706020112208 I
COLUMBUS No MI 100330706030112651 I
TERRE HAUTE Republic MIC 100330706020112034 I
NELSONVILLE No MI 100330706030118252 I
JUPITER No MI 100330706020111952 I
Denver No MI 100030200010115473 I
Milwaukee PMI 100030200541001192 I
Harmony No MI 100030200522000824 I
Silver Spring No MI 100015305850662101 I
Sterling PMI 100015305360123545 I
MOORETOWN No MI 0 I
Humble No MI 100101309060301620 I
Chattanooga No MI 100101309060300564 I
Wichita No MI 0 I
Rio Rico No MI 100101300000008474 I
Cedar Rapids No MI 100101300000014105 I
Cottonwood No MI 100101309060106706 I
Emporia No MI 100101309051110316 I
FREDERICKSBURG No MI 100177014800022358 I
San Antonio No MI 100177014800021327 I
SPRING No MI 0 I
TEMPLE No MI 100177015800029889 I
MIAMI No MI 100188101000102176 I
Baytown No MI 100185400260104986 I
Somerset No MI 0 I
Butler No MI 0 I
Newark No MI 0 I
Philadelphia No MI 0 I
Utica No MI 100022100132074360 I
CANANDAIGUA No MI 100102600400518546 I
NORTH PROVIDENCE No MI 100102600400470938 I
Plainville No MI 0 I
HOLBROOK No MI 100102600400510196 I
CANANDAIGUA No MI 100102600400518322 I
FARMINGVILLE No MI 100102600400532216 I
Waterbury No MI 100102600400515740 I
Rochester No MI 100294800036125900 I
Rochester No MI 100294800036125876 I
Rochester No MI 100294800036125777 I
Rochester No MI 100294800036125884 I
Stonewall No MI 100259810000001469 I
DURHAM No MI 100127800007264616 I
HYATTSVILLE No MI 100127800007263782 I
STERLING No MI 100127800007266447 I
Mission No MI 100102373335106387 I
Lytle No MI 100102372235106254 I
CHATSWORTH No MI 100034673335106797 I
Downey No MI 0 I
CHANTILLY No MI 100031458006032305 I
Ellicott City No MI 100031458006030630 I
Shrewsbury No MI 100031458005100400 I
ELKRIDGE No MI 100031458005062196 I
Sylmar No MI 100031432006012443 I
Las Cruces No MI 100031449006021968 I
Lubbock No MI 100039221700008209 I
Champaign No MI 100039261008037898 I
Newark No MI 100039227050171836 I
Austin No MI 100039221700008415 I
Trenton No MI 100039227050167586 I
Florissant No MI 100039287627051184 I
Kingwood No MI 100039225600010413 I
Rochester No MI 100039227250017532 I
Swansea No MI 100039246250092212 I
Lowell No MI 0 I
City By The Sea No MI 100039274050286859 I
Charlotte No MI 100039263062865560 I
YUMA No MI 100183300000277294 I
BALTIMORE No MI 100183300000275942 I
OWINGS No MI 100183300000270968 I
Las Vegas No MI 100183300000027962 I
Huntington No MI 100129810013022336 I
Huntington No MI 100129810013024787 I
Paterson No MI 100234400000139657 I
West Orange No MI 100234400000141745 I
West New York No MI 100234400000140846 I
Paterson No MI 100234400000139699 I
Clifton No MI 100234400000139889 I
Leonia No MI 100234400000141562 I
AUSTIN No MI 100213300000100409 I
ROCKFORD No MI 100213300000100011 I
GAITHERSBURG No MI 100213300000102140 I
SAN DIEGO No MI 100213300000097530 I
GLENDALE No MI 100213300000100615 I
SAN DIEGO No MI 100213300000103346 I
BURBANK No MI 100213300000101290 I
RANCHO SANTA MARGARITA No MI 100213300000099981 I
CORONA No MI 100213300000098983 I
ALEXANDRIA No MI 100213300000009747 I
PORT WASHIGTON No MI 100213300000100136 I
LANGHORNE No MI 10039520050056121 I
LOS ANGELES No MI 100213300000100631 I
GLENDALE No MI 100213300000101266 I
ARNOLD No MI 100213300000097225 I
SUGAR LAND No MI 100213300000098298 I
SAN JOSE No MI 100213300000085832 I
BONITA No MI 100213300000104716 I
ASHBURN No MI 100213300000009021 I
Pompton Lakes No MI 100284939509090001 I
CHULA VISTA No MI 100245700134875903 I
HANFORD No MI 0 I
Saint Louis No MI 0 I
NILES No MI 100196368000745078 I
Hopkins No MI 100196368000696099 I
GOLD CANYON No MI 100199300006353745 I
SCOTTSDALE No MI 100199300006348323 I
MIAMI No MI 0 I
Durham No MI 100263700003360083 I
Jacksonville No MI 100263700000959077 I
Orlando No MI 100263700000959150 I
Jacksonville No MI 100263700000959069 I
SPARTA No MI 0 I
FAIRFAX No MI 0 I
RISING SUN No MI 0 I
GLENDALE No MI 100311300060000249 I
Panorama City No MI 100022407895875994 I
Olney No MI 100115600083133717 I
Wando No MI 100115600052389852 I
MIAMI Radian Guaranty 100366000000009874 I
NEWPORT COAST AREA No MI 100022100125441022 I
BERKELEY No MI 100360426010403664 I
REDDING No MI 100366000000012597 I
THOUSAND OAKS No MI 100053525031166952 I
HUNTINGTON BEACH No MI 100360426010395845 I
FISHERS No MI 100103880491981311 I
DIAMOND BAR No MI 100183300000203597 I
LOS ANGELES (NORTH HOLLYW No MI 100036800800165424 I
SPRING VALLEY No MI 100184750506240049 I
SAN DIEGO No MI 100360426010393360 I
PASO ROBLES No MI 100022100125452813 I
GLENDORA No MI 100053525031142607 I
SAN LEANDRO No MI 100053525031119100 I
HUNTINGTON BEACH No MI 100097000506180019 I
RANCHO CUCAMONGA No MI 100036800800171398 I
DUARTE No MI 100082911111168503 I
REDMOND No MI 100053525031124811 I
INGLEWOOD No MI 100022100125455881 I
STONY BROOK No MI 100366000000010229 I
GAINESVILLE No MI 100360426010403508 I
SAN DIEGO No MI 100089609925695918 I
SANTA ANA No MI 100015700054913450 I
SAN DIEGO No MI 100245711034345822 I
SAN FRANCISCO No MI 100360426010401551 I
ROCKLIN No MI 100089609925694341 I
KENMORE No MI 100053525031114903 I
LEESBURG No MI 100366000000011318 I
RENO Radian Guaranty 100053525031115157 I
TORRANCE No MI 100360426010397544 I
CHULA VISTA No MI 100109800000115536 I
CARLSBAD No MI 100176000104050758 I
LAGUNA NIGUEL No MI 100360426010402757 I
OCEAN CITY No MI 100130000000119504 I
OXNARD No MI 100360426020032016 I
WESTMINSTER No MI 100104300450408189 I
NORWALK No MI 100360426010374337 I
NUEVO No MI 100022100125449959 I
IMPERIAL BEACH No MI 100089609925695868 I
STOCKTON No MI 100062800203191669 I
LONG BEACH Radian Guaranty 100097000506140005 I
SPOTSYLVANIA No MI 100077910003808124 I
VISTA No MI 100245711034215876 I
CAPE CORAL Radian Guaranty 100053525031124902 I
BRENTWOOD No MI 100053525031129711 I
CANOGA PARK No MI 100360426010402351 I
CANOGA PARK AREA)LO No MI 100036800800170929 I
SAN DIEGO No MI 100089609925694234 I
TREASURE ISLAND No MI 100366000000009833 I
WESTMINSTER No MI 100104300450505182 I
ARLINGTON No MI 100053525031116023 I
SAN DIMAS No MI 100097000506110032 I
LAGUNA HILLS No MI 100053525031151855 I
WESTON No MI 100073800000202674 I
ORANGE No MI 100360426010405966 I
OCEANSIDE No MI 100093900000059565 I
LOS ANGELES No MI 100015700054907098 I
POMPANO BEACH No MI 100053525031137714 I
HOUSTON No MI 100110900000026613 I
ANTIOCH No MI 100097000505060014 I
RIVIERA BEACH No MI 100053525031169170 I
DOWNEY No MI 100360426010406865 I
FOUNTAIN VALLEY No MI 100104300450505166 I
MIAMI No MI 100360426010404639 I
PEARL RIVER No MI 100366000000010633 I
MIAMI BEACH No MI 100360426010402088 I
BROOKLYN No MI 100366000000010534 I
MISSION VIEJO No MI 100245711034470018 I
SAN DIEGO No MI 100093900000072261 I
LONG BEACH No MI 100360426010396595 I
RANCHO SANTA MARGARITA No MI 100053525031164494 I
Salt Lake City No MI 100099230602210067 I
Indianapolis No MI 100013900803666100 I
Bedminster No MI 0 I
Anoka No MI 100431500000004412 I
ORONO No MI 100431500000002986 I
Maple Grove No MI 100131500000004255 I
KYLE No MI 100198900000045378 I
KYLE No MI 100198900000043910 I
NEW BRAUNFELS PMI 100198900000043381 I
CONVERSE No MI 100198900000045006 I
COCOA No MI 100198900000045782 I
LANCASTER No MI 100198900000046814 I
GREENVILLE No MI 0 I
KYLE No MI 100198900000047382 I
THE WOODLANDS No MI 100198900000045954 I
Tomball No MI 100198900000046079 I
Waterbury No MI 100198900000048661 I
NORFOLK No MI 100198900000046798 I
Glendale No MI 100199500136890629 I
Anthem No MI 100194500135374518 I
HOUSTON No MI 100016900058667776 I
Choctaw No MI 100016900063424148 I
Houston No MI 100016900061063146 I
JOLIET No MI 100399600000116388 I
PEQUOT LAKES No MI 100399600000117907 I
ARP No MI 100251800000009339 I
TYLER No MI 100251800000011939 I
Asheboro No MI 100251800000012291 I
TAMPA No MI 100251800000009933 I
Dallas No MI 100251800000012341 I
Tampa No MI 100034200005513985 I
Tampa No MI 100034200005514009 I
Phoenix No MI 100034200005472653 I
Miami No MI 100034200005547546 I
Raeford No MI 100034200005543321 I
North Bergen Republic MIC 100034200005507656 I
Phoenix No MI 100034200057090692 I
Friendswood No MI 100034200057061396 I
Old Hickory No MI 100034200057079752 I
Las Vegas No MI 100034200057046892 I
Orlando No MI 100022100133749051 I
St Augustine No MI 100148700000034120 I
Dallas No MI 100424906020022863 I
Dallas No MI 100424906020022855 I
Dallas No MI 100424906020022830 I
Salt Lake City No MI 100424906030030054 I
Dallas No MI 100424900602300228 I
Houston No MI 100424906020027656 I
Lake Alfred No MI 100038500010128067 I
Brooksville No MI 100038500010119140 I
Wood River No MI 100038500010127010 I
Birmingham No MI 100038500010125485 I
Mc Louth No MI 100038500010111121 I
Boca Raton No MI 100083300000008120 I
Tampa No MI 100083300000007452 I
Freehold No MI 100133001000534673 I
Attleboro No MI 100209600002148231 I
San Fernando No MI 0 I
Downey No MI 100385700009175348 I
Cleveland No MI 100431900103357842 I
WILMINGTON No MI 100431900103532469 I
Santa Rosa No MI 100431900103193452 I
ADELANTO No MI 100431900103458467 I
tempe No MI 100431900103540942 I
denver No MI 100431900103558167 I
West Palm Beach No MI 100431900103502116 I
King City No MI 100431900103519599 I
TUSCALOOSA No MI 100020700194504774 I
SANTA ROSA No MI 100161200000024025 I
UKIAH No MI 100161200000243310 I
HIDDEN VALLEY LAKE No MI 100161200000238484 I
HAYWARD No MI 100161200000242502 I
SAN JOSE No MI 100161200000242437 I
SANTA ROSA No MI 100161200000242718 I
Escondido No MI 100246100006611545 I
FREDERICK No MI 100027605111307941 I
CLARKSBURG No MI 100027605052617019 I
Upland No MI 100171906030014814 I
Daly City No MI 100171906030015464 I
Phoenix No MI 0 I
Phoenix No MI 100171906020013727 I
Phoenix No MI 100171906030015415 I
Maricopa No MI 100188601000009842 I
LOCUST GROVE No MI 100032100001005840 I
CARTERSVILLE No MI 100032100001008224 I
MCDONOUGH No MI 100032100000551000 I
Hinesville No MI 100032100001011053 I
STATHAM No MI 0 I
CHARLOTTE No MI 100032100000606184 I
FAIRBURN No MI 100032100000610574 I
CONYERS No MI 100032100001003175 I
MCDONOUGH No MI 100032100000627677 I
SENECA No MI 100032100000633766 I
ROME No MI 100032100000630127 I
Atlanta No MI 100032100000633378 I
Newnan No MI 100032100001011665 I
CARTERSVILLE No MI 100032100001002334 I
STONE MOUNTAIN No MI 100032100001001070 I
Lithonia No MI 100032100001003407 I
Powder Springs No MI 100032100001005337 I
DALLAS No MI 100032100000633105 I
CHARLOTTE No MI 100032100001008026 I
Douglasville No MI 100032100001007002 I
Dayton No MI 100032100001004595 I
CARTERSVILLE No MI 100032100001007952 I
STOCKBRIDGE No MI 100032100001007093 I
BARONA RANCHERIA No MI 100086600100101700 I
STEGER No MI 100086600360034161 I
LAS VEGAS No MI 100096600193001056 I
PORTLAND No MI 100086600526040185 I
ENCINO No MI 100086600210059012 I
COMMERCE No MI 0 I
Louisville PMI 100404400000018178 I
SPRINGFIELD No MI 100404400000024143 I
Olive Branch No MI 100404400000019150 I
Olive Branch No MI 100404400000015885 I
Gunter No MI 0 I
Grand Prairie No MI 100404400000029035 I
SAN FRANCISCO No MI 0 I
Tice No MI 100229330000103162 I
North Myrtle Beach No MI 100229330000114581 I
Pelham No MI 100229330000098875 I
Atlanta No MI 100229330000121222 I
Rincon No MI 100229330000117675 I
Newnan No MI 100229330000112007 I
Cartersville No MI 100229330000124457 I
Canton No MI 100229330000129795 I
Villa Rica No MI 0 I
Dallas Mortgage Guaranty In 100229330000092514 I
Atlantic Beach No MI 100229330000056626 I
Valdosta No MI 100229330000023873 I
Vinton No MI 100146401692001590 I
Trenton No MI 100053630461006528 I
LEWISVILLE No MI 100053630231007079 I
Plano No MI 100053630191010568 I
WICHITA No MI 100053620141000561 I
HORSESHOE BAY No MI 100053620011089801 I
COLUMBIA No MI 100053630641004732 I
South Elgin No MI 100113200135360657 I
STREAMWOOD No MI 100057400002626044 I
RANCHO CUCAMONGA No MI 100057400002560284 I
NORTH RIDGEVILLE No MI 100057400002507459 I
CORONA No MI 100057400002277525 I
KISSIMMEE No MI 100057400002467902 I
ALAMOSA No MI 100124700007011666 I
CO SPGS No MI 100124700070114537 I
Muskogee No MI 100124700070075381 I
SANTA CRUZ No MI 100124700070109024 I
ALPINE No MI 100124700070121417 I
OREM No MI 100124700070124015 I
Murrieta No MI 100114700000223301 I
Norton No MI 100094600000419160 I
SHERMAN No MI 100094600000417636 I
Worcester No MI 0 I
Columbiana No MI 100265600004816562 I
Hartford No MI 100265600004818972 I
Cleveland No MI 100265600004256892 I
Miami No MI 100265600004286741 I
Rowlett No MI 100265600004824871 I
Orlando No MI 100265600004422155 I
Atlanta No MI 100265600004820598 I
Stafford Township No MI 100057602000171184 I
Roselle No MI 100057602000171812 I
COLUMBIA No MI 100047152206003560 I
Charleston No MI 100078200000198409 I
Riverdale No MI 100135813100121302 I
Conyers No MI 100135813110045723 I
Las Vegas No MI 100194992106019856 I
Scottsdale No MI 100194972106020922 I
Hampton No MI 100173250010039634 I
Oro Valley No MI 100070706010079460 I
YUMA No MI 100070706030084219 I
Hampstead No MI 100065500000237742 I
Marietta No MI 100065500000240183 I
Dallas No MI 100307100000146494 I
CHICKAMAUGA Radian Guaranty 100085600023235909 I
MACON No MI 100029500008211736 I
CHICKAMAUGA Mortgage Guaranty In 100029500007864709 I
Mount Laurel No MI 100076500000917977 I
Philadelphia No MI 100076500000927158 I
Avalon No MI 100076500000926614 I
Vineland No MI 100076500000942157 I
Philadelphia No MI 100076500001186614 I
Cherry Hill No MI 100076500000187159 I
Hopewell No MI 100076500000923199 I
Marion No MI 100293000135581274 I
POTOMAC No MI 100293000135199549 I
Haverstraw No MI 100293000135603136 I
LILBURN No MI 100293000134852304 I
DOUGLASVILLE No MI 100293000134992803 I
DES MOINES PMI 100293000134623465 I
BELLEVUE No MI 100257000000167112 I
Baltimore No MI 100289400000037392 I
Passaic No MI 100212002000057446 I
Muskegon No MI 100031205707300709 I
Charlotte No MI 100031209807280613 I
SAN ANTONIO No MI 100075900496002915 I
PIPE CREEK No MI 100075900496002741 I
SAN ANTONIO No MI 100075900495015959 I
BROKEN ARROW No MI 100075900126009934 I
FULLERTON No MI 0 I
ROSEVILLE No MI 0 I
BERKELEY No MI 0 I
HEMET No MI 0 I
GARDENA No MI 0 I
PASO ROBLES No MI 0 I
SAN JOSE No MI 0 I
OAKLAND No MI 0 I
TUSTIN No MI 0 I
SANTA FE SPRINGS No MI 0 I
GIG HARBOR No MI 100131020506926565 I
GARDENA No MI 0 I
VIRGINIA BEACH No MI 0 I
BEDFORD No MI 0 I
ROSEDALE Republic MIC 0 I
CHINO No MI 0 I
LA HONDA No MI 0 I
ROSEVILLE No MI 0 I
PHOENIXVILLE No MI 100013700057791954 I
VIRGINIA BEACH No MI 100013700059571222 I
ELMWOOD PARK No MI 100013700069887766 I
BEACH MOUNTAIN No MI 100013700057759431 I
BIRMINGHAM No MI 100013700039406838 I
MOORESVILLE No MI 100013700059559474 I
ALLEN No MI 100013700039392103 I
WEST PALM BEACH No MI 100013700057739797 I
TOMS RIVER No MI 100013700057635482 I
CHAPEL HILL No MI 100013700057747170 I
PACIFIC PALISADES No MI 100013700089661407 I
RUMSON No MI 100013700057731604 I
RICHMOND No MI 100013700057766543 I
JACKSONVILLE No MI 100013700057763490 I
WINSTON SALEM No MI 100013700057764076 I
HILTON HEAD No MI 100013700057731323 I
CORNELIUS No MI 100013700057761163 I
ARLINGTON No MI 100013700057749010 I
CHARLTON No MI 100013700057725200 I
MIAMI BEACH No MI 100013700059625036 I
HOT SPRINGS No MI 100013700089661498 I
BIRMINGHAM No MI 100013700039386337 I
SUMMERVILLE No MI 100013700057102855 I
SOUTH BARRINGTON No MI 100013700063156531 I
MT PLEASANT No MI 100013700057662585 I
CHARLESTON No MI 100013700069876207 I
GAINESVILLE No MI 100013700057773911 I
NEWARK No MI 100013700057724211 I
BRIARCLIFF MANOR No MI 100013700057608018 I
BOWIE No MI 100013700059569036 I
PALM BEACH GARDENS No MI 100013700059586964 I
VIRGINIA BEACH No MI 100013700059586931 I
OCEAN CITY No MI 100013700057692749 I
ARLINGTON No MI 100013700059585867 I
APEX No MI 100013700059575538 I
RICHMOND No MI 100013700059573954 I
CARY No MI 100013700059561496 I
WINSTON SALEM No MI 100013700059559870 I
MT PLEASANT No MI 100013700057554428 I
LUTZ No MI 100013700057787960 I
LEESBURG No MI 100013700059556140 I
VIRGINIA BEACH No MI 100013700057791616 I
DAHLONEGA No MI 100013700057788992 I
LAWRENCE TWP No MI 100013700057787796 I
SENECA No MI 100013700057709881 I
AVENTURA No MI 100013700057714030 I
SAVANNAH No MI 100013700059567063 I
NEW YORK No MI 100013700057783126 I
RALEIGH No MI 100013700057778977 I
MONTCLAIR No MI 100013700059597599 I
SHORT HILLS No MI 100013700057743237 I
SAVANNAH No MI 100013700089665853 I
WARREN No MI 100013700057753418 I
NEW YORK No MI 100013700059573814 I
BLUFFTON No MI 100013700057732834 I
WILDWOOD No MI 100013700057748384 I
HILTON HEAD ISLAND No MI 100013700057746875 I
BLOWING ROCK No MI 100013700057762021 I
NOKESVILLE No MI 100013700059600757 I
NORFOLK No MI 100013700059565273 I
NEW YORK No MI 100013700057772863 I
LIGHTHOUSE POINT No MI 100013700057776666 I
WILTON No MI 100013700057791897 I
KIAWAH ISLAND No MI 100013700057780171 I
GLADSTONE No MI 100013700057728014 I
HILLSBOROUGH No MI 100013700057721795 I
ALEXANDRIA No MI 100013700059565042 I
PHILADELPHIA No MI 100013700059605830 I
JACKSONVILLE No MI 100013700059560910 I
HOMEWOOD No MI 100013700057790592 I
PEEKSKILL No MI 100013700059586865 I
YORKTOWN No MI 100013700057675041 I
LIGHTHOUSE POINT No MI 100013700057785618 I
HENDERSONVILLE No MI 100013700057713842 I
RICHMOND No MI 100013700057785329 I
CHARLOTTE No MI 100013700057720789 I
RICHMOND HILL No MI 100013700059596443 I
WASHINGTON No MI 100013700057724195 I
EAST XXXXXXX TOWNSHIP No MI 100013700057713792 I
CRESCO No MI 100013700057719898 I
CORAL SPRINGS No MI 100013700039361579 I
RALEIGH No MI 100013700089671836 I
STEWARTSTOWN No MI 100013700057106559 I
COLUMBUS No MI 100013700059569499 I
XXXXXXXX No MI 100013700057791780 I
DAVIDSON No MI 100013700057713313 I
OZONA No MI 100013700069909529 I
MILFORD No MI 100013700069950499 I
MOORESVILLE No MI 100013700069915781 I
ELLICOTT CITY No MI 100013700057736264 I
XXXX XXXXX No MI 100013700089665275 I
APEX No MI 100013700069376257 I
MC LEAN No MI 100013700057665349 I
PARSIPPANY No MI 100013700057694158 I
FT LAUDERDALE No MI 100013700057693184 I
FREDERICKSBURG No MI 100013700063160269 I
WINTER GARDEN No MI 100013700068966231 I
MARIPOSA No MI 100245400024350576 I
CITY OF LONG BEACH No MI 100220501000176445 I
PARK CITY No MI 100245400023934784 I
XXXXXX No MI 100245400023923225 I
LINCOLN No MI 100245400024152725 I
XXXXXXXXXX No MI 100245400023905909 I
DANVILLE No MI 100245400023901965 I
HOPEWELL No MI 100220501000177476 I
NAPA No MI 100245400023893899 I
OAKTON No MI 100245400023875110 I
BRUSH PRAIRIE No MI 100097700070017550 I
LADERA RANCH No MI 100245400024361243 I
WEST LAFAYETTE No MI 100271601300152480 I
SAN XXXX No MI 100220501000186535 I
YUBA CITY No MI 100245400022938638 I
BERKELEY TOWNSHIP No MI 100245400023940518 I
MONTICELLO No MI 100245400023916914 I
YUBA CITY No MI 100245400022926872 I
EVANSTON No MI 100097700001033528 I
MILWAUKEE No MI 100272405091932384 I
UNINCORPORATED AREA No MI 100365305110013877 I
SPRING VALLEY No MI 100245400024363355 I
SAN DIEGO No MI 100245400024386638 I
ARLINGTON No MI 100245400023694545 I
ANDOVER No MI 100220501000181783 I
FRESNO No MI 100245400024460979 I
XXXXXXXX HEIGHTS No MI 100245400023709251 I
CHICAGO No MI 100097700001037594 I
KOKOMO No MI 100245400024395910 I
SAN XXXX No MI 100245400023910701 I
SALT LAKE CITY No MI 100245400023899631 I
PARK CITY No MI 100245400023857571 I
GLENDALE No MI 100245400024380979 I
WINCHESTER No MI 100245400023897171 I
CITY OF SAN XXXX No MI 100220501000180280 I
WEST LINN No MI 100097700070020760 I
OKLAHOMA CITY No MI 100245400023770196 I
CITY1 LIEN BALLOON IO_FLAG IO_PERIOD
--------------------------------------------------------------------------------------------------------------------------
POTOMAC First Lien No NO 0
ASHBURN First Lien No NO 0
VIENNA First Lien No YES 120
XXXXX XXXXX First Lien No NO 0
WASHINGTON First Lien No NO 0
CABIN XXXX First Lien No NO 0
KENSINGTON First Lien No NO 0
ROCKVILLE First Lien No NO 0
COLUMBIA First Lien No NO 0
OAKTON First Lien No YES 120
BETHESDA First Lien No NO 0
ASHBURN First Lien No YES 120
WASHINGTON First Lien No YES 120
WASHINGTON First Lien No NO 0
SOUTHINGTON First Lien No NO 0
ALEXANDRIA First Lien No NO 0
FALLS CHURCH First Lien No YES 120
ARLINGTON First Lien No YES 120
REHOBOTH BEACH First Lien No YES 120
CENTREVILLE First Lien No YES 120
GLENALLEN First Lien No YES 120
ANNAPOLIS First Lien No YES 120
SILVER SPRING First Lien No NO 0
ARVADA First Lien No YES 120
XXXXXXX First Lien No NO 0
MANASSAS First Lien No NO 0
SAN DIEGO First Lien No NO 0
CHAPEL HILL First Lien No NO 0
CHEVY CHASE First Lien No YES 120
XXXXXX LANDING First Lien No YES 120
SILVER SPRING First Lien No YES 120
VIENNA First Lien No NO 0
WASHINGTON First Lien No YES 120
MANASSAS First Lien No YES 120
CHEVY CHASE First Lien No YES 120
NEWTOWN First Lien No YES 120
ALEXANDRIA First Lien No NO 0
CORAL GABLES First Lien No NO 0
FAIRFAX First Lien No NO 0
XXXXXX First Lien No NO 0
ERWINNA First Lien No NO 0
WASHINGTON First Lien No NO 0
PORT WASHINGTON First Lien No NO 0
MICHELLVILLE First Lien No NO 0
LA PLATA First Lien No YES 120
BETHESDA First Lien No YES 120
GREENWOOD LAKE First Lien No YES 120
BOWIE First Lien No NO 0
ELLICOTT CITY First Lien No YES 120
WASHINGTON First Lien No NO 0
ALEXANDRIA First Lien No NO 0
BETHESDA First Lien No YES 120
XXXXXXX TOWN First Lien No YES 120
WASHINGTON First Lien No YES 120
CHANTILLY First Lien No NO 0
OAKTON First Lien No NO 0
HILLSBOROUGH First Lien No NO 0
SILVER SPRING First Lien No NO 0
WASHINGTON First Lien No YES 120
BETHESDA First Lien No YES 120
LEESBURG First Lien No NO 0
LAUREL First Lien No YES 120
NW, WASHINGTON First Lien No NO 0
CHEVY CHASE First Lien No NO 0
BURTONVILLE First Lien No YES 120
PHOENIX First Lien No NO 0
BETHESDA First Lien No NO 0
BETHESDA First Lien No YES 120
WASHINGTON First Lien No NO 0
JACKSONVILLE First Lien No NO 0
XXXXXXXX First Lien No NO 0
MANASSAS PARK First Lien No NO 0
SPRINGFIELD First Lien No NO 0
STERLING First Lien No NO 0
WALNUT CREEK First Lien No YES 000
XXXXX XXXX First Lien No YES 120
WASHINGTON First Lien No NO 0
YORKTOWN First Lien No NO 0
DERWOOD First Lien No NO 0
ROCKVILLE First Lien No YES 120
WARRENTON First Lien No NO 0
RESTON First Lien No NO 0
ARLINGTON First Lien No YES 120
ALEXANDRIA First Lien No YES 120
REHOBOTH BEACH First Lien No NO 0
WASHINGTON First Lien No NO 0
GAINESVILLE First Lien No NO 0
KENSINGTON First Lien No NO 0
KENSINGTON First Lien No NO 0
ALEXANDRIA First Lien No NO 0
ALEXANDRIA First Lien No NO 0
ASHBURN First Lien No YES 120
ARLINGTON First Lien No NO 0
TOWER LAKES First Lien No NO 0
3027 MEETING STREET First Xxxx Xx XX 0
XXXXXXXX XXXXX First Lien No YES 120
CHEVY CHASE First Lien No NO 0
QUEENSTOWN First Lien No YES 120
GREAT FALLS First Lien No NO 0
POTOMAC First Lien No YES 120
DERWOOD First Lien No NO 0
ALEXANDRIA First Lien No NO 0
BETHESDA First Lien No YES 120
CHOWCHILLA First Lien No NO 0
XXXXX HARBORS First Lien No YES 120
LAUREL First Lien No YES 120
ARLINGTON First Lien No YES 120
WASHINGTON First Lien No YES 120
WASHINGTON First Lien No NO 0
ARLINGTON First Lien No NO 0
BETHESDA First Lien No YES 120
FLEMINGTON First Lien No NO 0
Centreville First Lien No YES 000
Xxxxx Xxxxxxxx First Lien No NO 0
Winchester First Lien No YES 120
Purcellville First Lien No YES 120
Clinton First Lien No YES 120
Manassas First Lien No YES 120
Clinton First Lien No YES 120
Xxxxxxx First Lien No YES 120
Newport News First Lien No YES 120
Hollywood First Lien No YES 120
Xxxxxxxx First Lien No YES 120
Rockford First Lien No NO 0
Elk Grove First Lien No NO 0
FAWN GROVE First Lien No YES 120
WASHINGTON First Lien No NO 0
BALTIMORE First Lien No YES 120
NEWARK First Lien No YES 120
XXXXXX First Lien No NO 0
Newark First Lien No YES 120
Milford First Lien No YES 120
Brooklyn First Lien No YES 120
Brooklyn First Lien No NO 0
Rochester First Lien No NO 0
Largo First Lien No YES 120
XXXXXXX First Lien No YES 120
PATERSON First Lien No YES 120
ORLANDO First Lien No YES 120
HAMPTON BOROUGH First Lien No YES 000
XXXXXXX XXXXXXX XXXXXXX First Lien No YES 120
MYRTLE BEACH First Lien No YES 120
MUSKEGON First Lien No NO 0
Cleveland First Lien No YES 120
MIAMI First Lien No YES 120
Newark First Lien No NO 0
Perth Amboy First Lien No NO 0
WESTMINSTER First Lien Yes NO 0
Naples First Lien No NO 0
Englewood First Lien No YES 120
New Orleans First Lien No YES 120
Clermont First Lien No NO 0
ATLANTA First Lien No NO 0
XXXXXXXX First Lien No YES 120
GAINESVILLE First Lien No NO 0
POWDER SPRINGS First Lien No YES 120
DALLAS First Lien No YES 120
BROOKLYN First Lien No NO 0
Xxxxxx Park First Lien No NO 0
Richboro First Lien No NO 0
AUBURN First Lien No YES 120
AUSTIN First Lien No YES 120
Arlington First Lien No NO 0
Phenix City First Lien No NO 0
Salisbury First Lien No NO 0
Brownsville First Lien No NO 0
Roswell First Lien No NO 0
Denver First Lien No NO 0
Little Rock First Lien No NO 0
Miami First Lien No NO 0
Cleveland First Lien No NO 0
HOUSTON First Lien No NO 0
XXXXXXX First Lien No NO 0
Saint Xxxx First Lien No YES 120
Houston First Lien No NO 0
Canyon Lake First Lien No NO 0
Dallas First Lien No NO 0
SPRING First Lien No NO 0
Fort Worth First Lien No NO 0
JACKSONVILLE First Lien No YES 120
Blue Island First Lien No YES 120
San Antonio First Lien No NO 0
Providence First Lien No NO 0
Oklahoma City First Lien No NO 0
Von Ormy First Lien No NO 0
Rio Rancho First Lien No NO 0
HEMET First Lien No NO 0
Xxxxxx Grande First Lien No NO 0
San Pablo First Lien No YES 120
Xxxxxxx First Lien No NO 0
Portland First Lien No YES 120
Redding First Lien No NO 0
Sebring First Lien No NO 0
Saint Helens First Lien No YES 120
Vallejo First Lien Yes NO 0
Portland First Lien Yes NO 0
LEXINGTON First Lien No NO 0
Xxxxxx First Lien No YES 120
XXXXXX First Lien No NO 0
Brookings First Lien No YES 120
CINCINNATI First Lien No NO 0
COLUMBUS First Xxxx Xx XX 0
XXXXX XXXXX First Lien No NO 0
NELSONVILLE First Lien No NO 0
JUPITER First Lien No YES 120
Denver First Lien No NO 0
Milwaukee First Lien No NO 0
Harmony First Lien No NO 0
Silver Spring First Lien No NO 0
Sterling First Lien No YES 120
MOORETOWN First Lien No NO 0
Humble First Lien No NO 0
Chattanooga First Lien No NO 0
Wichita First Lien No YES 120
Rio Rico First Lien No YES 120
Cedar Rapids First Lien No NO 0
Cottonwood First Lien No YES 120
Emporia First Lien No NO 0
FREDERICKSBURG First Lien No NO 0
San Antonio First Lien No NO 0
SPRING First Lien No NO 0
TEMPLE First Lien No NO 0
MIAMI First Lien No YES 120
Baytown First Lien No NO 0
Somerset First Lien No NO 0
Xxxxxx First Lien No NO 0
Newark First Lien No NO 0
Philadelphia First Lien No YES 120
Utica First Lien No NO 0
CANANDAIGUA First Lien No NO 0
NORTH PROVIDENCE First Lien No NO 0
Plainville First Lien No YES 120
XXXXXXXX First Lien No YES 120
CANANDAIGUA First Lien No NO 0
FARMINGVILLE First Lien No YES 120
Waterbury First Lien No NO 0
Rochester First Lien No NO 0
Rochester First Lien No NO 0
Rochester First Lien No NO 0
Rochester First Lien No NO 0
Stonewall First Lien No NO 0
DURHAM First Lien No NO 0
HYATTSVILLE First Lien No YES 120
STERLING First Lien No YES 120
Mission First Lien No NO 0
Xxxxx First Lien No YES 120
CHATSWORTH First Lien No NO 0
Xxxxxx First Lien No NO 0
CHANTILLY First Lien No YES 120
Ellicott City First Lien No NO 0
Shrewsbury First Lien No YES 120
ELKRIDGE First Lien No YES 120
Sylmar First Lien No YES 120
Las Cruces First Lien No YES 120
Lubbock First Lien No NO 0
Champaign First Lien No YES 120
Newark First Lien No YES 120
Austin First Lien No NO 0
Trenton First Lien No NO 0
Florissant First Lien No NO 0
Kingwood First Lien No YES 120
Rochester First Lien No NO 0
Swansea First Lien No NO 0
Xxxxxx First Lien No YES 120
City By The Sea First Lien No NO 0
Charlotte First Lien No YES 120
YUMA First Lien No YES 120
BALTIMORE First Lien No NO 0
XXXXXX First Lien No NO 0
Las Vegas First Lien No YES 120
Huntington First Lien No YES 120
Huntington First Lien Yes NO 0
Paterson First Lien No YES 120
West Orange First Lien No YES 120
West New York First Lien Yes NO 0
Paterson First Lien No NO 0
Xxxxxxx First Lien Yes NO 0
Leonia First Lien No YES 120
AUSTIN First Lien No NO 0
ROCKFORD First Lien No NO 0
GAITHERSBURG First Lien No NO 0
SAN DIEGO First Lien No NO 0
GLENDALE First Lien No YES 120
SAN DIEGO First Lien No YES 120
BURBANK First Lien No YES 120
RANCHO SANTA XXXXXXXXX First Lien No YES 120
CORONA First Lien No NO 0
ALEXANDRIA First Lien No YES 120
PORT WASHIGTON First Lien No YES 120
LANGHORNE First Lien No NO 0
LOS ANGELES First Lien No NO 0
GLENDALE First Lien No NO 0
XXXXXX First Lien No YES 120
SUGAR LAND First Lien No NO 0
SAN XXXX First Lien No NO 0
XXXXXX First Lien No NO 0
ASHBURN First Lien No YES 000
Xxxxxxx Xxxxx First Lien No NO 0
CHULA VISTA First Lien No YES 120
HANFORD First Lien No YES 120
Saint Louis First Lien No YES 120
NILES First Lien No YES 120
Xxxxxxx First Lien No NO 0
GOLD CANYON First Lien No YES 120
SCOTTSDALE First Lien No YES 120
MIAMI First Lien No YES 120
Durham First Lien No YES 120
Jacksonville First Lien No NO 0
Orlando First Lien No YES 120
Jacksonville First Lien No NO 0
SPARTA First Lien No NO 0
FAIRFAX First Lien No YES 120
RISING SUN First Lien No YES 120
GLENDALE First Lien No YES 120
Panorama City First Lien No NO 0
Olney First Lien No NO 0
Wando First Lien No NO 0
MIAMI First Lien No YES 60
NEWPORT COAST AREA First Lien No YES 60
BERKELEY First Lien No YES 60
REDDING First Lien No YES 60
THOUSAND OAKS First Lien No YES 60
HUNTINGTON BEACH First Lien No YES 60
FISHERS First Lien No YES 60
DIAMOND BAR First Lien No YES 60
LOS ANGELES (NORTH HOLLYW First Lien No YES 120
SPRING VALLEY First Lien No YES 60
SAN DIEGO First Lien No YES 60
PASO XXXXXX First Lien No YES 120
GLENDORA First Lien No YES 60
SAN LEANDRO First Lien No YES 60
HUNTINGTON BEACH First Lien No YES 60
RANCHO CUCAMONGA First Lien No YES 120
XXXXXX First Lien No YES 60
XXXXXXX First Lien No YES 60
INGLEWOOD First Lien No YES 60
STONY BROOK First Lien No YES 60
GAINESVILLE First Lien No YES 120
SAN DIEGO First Lien No YES 60
SANTA XXX First Lien No YES 60
SAN DIEGO First Lien No YES 60
SAN FRANCISCO First Lien No YES 120
ROCKLIN First Lien No YES 60
KENMORE First Lien No YES 60
LEESBURG First Lien No YES 60
RENO First Lien No YES 60
TORRANCE First Lien No YES 60
CHULA VISTA First Lien No YES 60
CARLSBAD First Lien No YES 60
LAGUNA NIGUEL First Lien No YES 60
OCEAN CITY First Lien No YES 60
OXNARD First Lien No YES 60
WESTMINSTER First Lien No YES 60
NORWALK First Lien No YES 60
NUEVO First Lien No YES 60
IMPERIAL BEACH First Lien No YES 60
STOCKTON First Lien No YES 60
LONG BEACH First Lien No YES 60
SPOTSYLVANIA First Lien No YES 60
VISTA First Lien No YES 60
CAPE CORAL First Lien No YES 60
BRENTWOOD First Lien No YES 60
CANOGA PARK First Lien No YES 60
CANOGA PARK AREA)LO First Lien No YES 120
SAN DIEGO First Lien No YES 60
TREASURE ISLAND First Lien No YES 60
WESTMINSTER First Lien No YES 60
ARLINGTON First Lien No YES 60
SAN DIMAS First Lien No YES 60
LAGUNA HILLS First Lien No YES 60
WESTON First Lien No YES 120
ORANGE First Lien No YES 60
OCEANSIDE First Lien No YES 60
LOS ANGELES First Lien No YES 60
POMPANO BEACH First Lien No YES 60
HOUSTON First Lien No YES 60
ANTIOCH First Lien No YES 60
RIVIERA BEACH First Lien No YES 60
XXXXXX First Lien No YES 60
FOUNTAIN VALLEY First Lien No YES 60
MIAMI First Lien No YES 120
PEARL RIVER First Lien No YES 60
MIAMI BEACH First Lien No YES 60
BROOKLYN First Lien No YES 60
MISSION VIEJO First Lien No YES 60
SAN DIEGO First Lien No YES 60
LONG BEACH First Lien No YES 60
RANCHO SANTA XXXXXXXXX First Lien No YES 60
Salt Lake City First Lien No YES 120
Indianapolis First Lien No YES 120
Bedminster First Lien No YES 120
Anoka First Lien No YES 120
ORONO First Lien No NO 0
Maple Grove First Lien No NO 0
XXXX First Lien No YES 120
XXXX First Lien No YES 120
NEW BRAUNFELS First Lien No NO 0
CONVERSE First Lien No NO 0
COCOA First Lien No NO 0
LANCASTER First Lien No YES 120
GREENVILLE First Lien No NO 0
XXXX First Lien No YES 120
THE WOODLANDS First Lien No NO 0
Tomball First Lien No NO 0
Waterbury First Lien No NO 0
NORFOLK First Lien No NO 0
Glendale First Lien No YES 120
Anthem First Lien No NO 0
HOUSTON First Lien No NO 0
Choctaw First Lien No NO 0
Houston First Lien No NO 0
JOLIET First Lien No YES 120
PEQUOT LAKES First Lien No NO 0
ARP First Lien No NO 0
TYLER First Lien No NO 0
Asheboro First Lien No NO 0
TAMPA First Lien No YES 120
Dallas First Lien No NO 0
Tampa First Lien No YES 120
Tampa First Lien No YES 120
Phoenix First Lien No NO 0
Miami First Lien No YES 120
Raeford First Lien No NO 0
North Bergen First Lien No YES 120
Phoenix First Lien No NO 0
Friendswood First Lien No NO 0
Old Hickory First Lien No YES 120
Las Vegas First Lien Yes NO 0
Orlando First Lien Yes NO 0
St Augustine First Lien No NO 0
Dallas First Lien No NO 0
Dallas First Lien No NO 0
Dallas First Lien No NO 0
Salt Lake City First Lien No YES 60
Dallas First Lien No NO 0
Houston First Lien No NO 0
Xxxx Xxxxxx First Lien No NO 0
Brooksville First Lien No NO 0
Wood River First Lien No NO 0
Birmingham First Lien No NO 0
Mc Louth First Lien No NO 0
Boca Raton First Lien No YES 120
Tampa First Lien No YES 120
Freehold First Lien No YES 120
Attleboro First Lien Yes NO 0
San Xxxxxxxx First Lien Yes NO 0
Xxxxxx First Lien No NO 0
Cleveland First Lien No NO 0
WILMINGTON First Lien No YES 120
Santa Xxxx First Lien No YES 120
ADELANTO First Lien No YES 120
tempe First Lien Yes NO 0
denver First Lien No YES 120
West Palm Beach First Lien No YES 120
King City First Lien Yes NO 0
TUSCALOOSA First Lien No YES 120
SANTA XXXX First Lien No YES 120
UKIAH First Lien No NO 0
HIDDEN VALLEY LAKE First Lien No NO 0
HAYWARD First Lien No NO 0
SAN XXXX First Lien No NO 0
SANTA XXXX First Lien No NO 0
Escondido First Lien No YES 120
XXXXXXXXX First Lien No YES 120
CLARKSBURG First Lien No NO 0
Upland First Lien No YES 120
Xxxx City First Lien No YES 120
Phoenix First Lien No YES 120
Phoenix First Lien No NO 0
Phoenix First Lien No YES 120
Maricopa First Lien No YES 000
XXXXXX XXXXX First Lien No NO 0
CARTERSVILLE First Lien No YES 120
MCDONOUGH First Lien No YES 120
Hinesville First Lien No YES 120
STATHAM First Lien No NO 0
CHARLOTTE First Lien No YES 120
FAIRBURN First Lien No YES 120
CONYERS First Lien No YES 120
MCDONOUGH First Lien No YES 120
SENECA First Lien No NO 0
ROME First Lien No YES 120
Atlanta First Lien No NO 0
Newnan First Lien No NO 0
CARTERSVILLE First Lien No NO 0
STONE MOUNTAIN First Lien No YES 120
Lithonia First Lien No NO 0
Powder Springs First Lien No NO 0
DALLAS First Lien No YES 120
CHARLOTTE First Lien No YES 120
Douglasville First Lien No YES 120
Dayton First Lien No YES 120
CARTERSVILLE First Lien No YES 120
STOCKBRIDGE First Lien No NO 0
BARONA RANCHERIA First Lien No YES 120
XXXXXX First Lien No NO 0
LAS VEGAS First Lien No YES 120
PORTLAND First Lien No YES 120
ENCINO First Lien No NO 0
COMMERCE First Lien No NO 0
Louisville First Lien No NO 0
SPRINGFIELD First Lien No NO 0
Olive Branch First Lien No YES 120
Olive Branch First Lien No YES 120
Xxxxxx First Lien No NO 0
Grand Prairie First Lien No NO 0
SAN FRANCISCO First Lien No YES 120
Xxxx First Lien No NO 0
North Myrtle Beach First Lien No NO 0
Pelham First Lien No NO 0
Atlanta First Lien No YES 120
Xxxxxx First Lien No NO 0
Newnan First Lien Yes NO 0
Cartersville First Lien No NO 0
Canton First Lien No YES 000
Xxxxx Xxxx First Lien No YES 120
Dallas First Lien Yes NO 0
Atlantic Beach First Lien No YES 120
Valdosta First Lien No NO 0
Vinton First Lien No YES 120
Trenton First Lien No YES 120
LEWISVILLE First Lien No YES 120
Plano First Lien No YES 120
WICHITA First Lien No YES 120
HORSESHOE BAY First Lien No NO 0
COLUMBIA First Xxxx Xx XX 0
Xxxxx Xxxxx First Lien No YES 120
STREAMWOOD First Lien No NO 0
RANCHO CUCAMONGA First Lien No NO 0
NORTH RIDGEVILLE First Lien No NO 0
CORONA First Lien No NO 0
KISSIMMEE First Lien No YES 120
ALAMOSA First Lien No YES 120
CO SPGS First Lien No YES 120
Muskogee First Lien No NO 0
SANTA XXXX First Lien No NO 0
ALPINE First Lien No YES 120
OREM First Lien No YES 120
Murrieta First Lien No YES 120
Norton First Lien Yes NO 0
XXXXXXX First Lien No YES 120
Worcester First Lien No YES 120
Columbiana First Lien No NO 0
Hartford First Lien No NO 0
Cleveland First Lien No NO 0
Miami First Lien No NO 0
Xxxxxxx First Lien No NO 0
Orlando First Lien No NO 0
Atlanta First Lien No NO 0
Xxxxxxxx Township First Lien No NO 0
Roselle First Lien No YES 120
COLUMBIA First Lien No YES 120
Charleston First Lien No YES 120
Riverdale First Lien No YES 120
Conyers First Lien No NO 0
Las Vegas First Lien No YES 120
Scottsdale First Lien No YES 120
Hampton First Lien Yes NO 0
Oro Valley First Lien No NO 0
YUMA First Lien No YES 120
Hampstead First Lien No YES 120
Marietta First Lien No YES 120
Dallas First Lien No YES 60
CHICKAMAUGA First Lien No NO 0
MACON First Lien No NO 0
CHICKAMAUGA First Lien No NO 0
Mount Laurel First Lien No NO 0
Philadelphia First Lien No NO 0
Avalon First Lien No NO 0
Vineland First Lien No NO 0
Philadelphia First Lien No NO 0
Cherry Hill First Lien No NO 0
Hopewell First Lien No NO 0
Xxxxxx First Lien No NO 0
POTOMAC First Lien No NO 0
Haverstraw First Lien No YES 120
LILBURN First Lien No YES 120
DOUGLASVILLE First Lien No NO 0
DES MOINES First Lien No NO 0
BELLEVUE First Lien No NO 0
Baltimore First Lien No YES 120
Passaic First Lien No NO 0
Muskegon First Lien No NO 0
Charlotte First Lien No NO 0
SAN ANTONIO First Lien No NO 0
PIPE CREEK First Lien No NO 0
SAN ANTONIO First Lien No YES 120
BROKEN ARROW First Lien No YES 120
FULLERTON First Lien No NO 0
ROSEVILLE First Lien No NO 0
BERKELEY First Lien No NO 0
HEMET First Lien No NO 0
GARDENA First Lien No NO 0
PASO XXXXXX First Lien No NO 0
SAN XXXX First Lien No NO 0
OAKLAND First Lien No NO 0
TUSTIN First Lien No NO 0
SANTA FE SPRINGS First Lien No NO 0
GIG HARBOR First Lien No NO 0
GARDENA First Lien No NO 0
VIRGINIA BEACH First Lien No NO 0
BEDFORD First Lien No NO 0
ROSEDALE First Lien No NO 0
CHINO First Lien No NO 0
LA HONDA First Lien No NO 0
ROSEVILLE First Lien No NO 0
PHOENIXVILLE First Lien No NO 0
VIRGINIA BEACH First Lien No NO 0
ELMWOOD PARK First Lien No NO 0
BEACH MOUNTAIN First Lien No NO 0
BIRMINGHAM First Lien No NO 0
MOORESVILLE First Lien No NO 0
XXXXX First Lien No NO 0
WEST PALM BEACH First Lien No NO 0
TOMS RIVER First Lien No NO 0
CHAPEL HILL First Lien No NO 0
PACIFIC PALISADES First Lien No NO 0
RUMSON First Lien No NO 0
RICHMOND First Lien No NO 0
JACKSONVILLE First Lien No NO 0
WINSTON SALEM First Lien No NO 0
HILTON HEAD First Lien No YES 120
XXXXXXXXX First Lien No YES 120
ARLINGTON First Lien No YES 120
CHARLTON First Lien No NO 0
MIAMI BEACH First Lien No NO 0
HOT SPRINGS First Lien No NO 0
BIRMINGHAM First Lien No NO 0
SUMMERVILLE First Lien No NO 0
SOUTH BARRINGTON First Lien No NO 0
MT PLEASANT First Lien No NO 0
CHARLESTON First Lien No NO 0
GAINESVILLE First Lien No NO 0
NEWARK First Lien No NO 0
BRIARCLIFF MANOR First Lien No NO 0
BOWIE First Lien No YES 120
PALM BEACH GARDENS First Lien No NO 0
VIRGINIA BEACH First Lien No NO 0
OCEAN CITY First Lien No NO 0
ARLINGTON First Lien No NO 0
APEX First Lien No NO 0
RICHMOND First Lien No NO 0
XXXX First Lien No NO 0
WINSTON SALEM First Lien No NO 0
MT PLEASANT First Lien No NO 0
XXXX First Lien No NO 0
LEESBURG First Lien No NO 0
VIRGINIA BEACH First Lien No NO 0
DAHLONEGA First Lien No YES 120
XXXXXXXX TWP First Lien No NO 0
SENECA First Lien No NO 0
AVENTURA First Lien No NO 0
SAVANNAH First Lien No NO 0
NEW YORK First Lien No NO 0
RALEIGH First Lien No NO 0
MONTCLAIR First Lien No NO 0
SHORT HILLS First Lien No NO 0
SAVANNAH First Lien No NO 0
XXXXXX First Lien No NO 0
NEW YORK First Lien No NO 0
BLUFFTON First Lien No YES 120
WILDWOOD First Lien No YES 120
HILTON HEAD ISLAND First Lien No NO 0
BLOWING ROCK First Lien No YES 120
NOKESVILLE First Lien No NO 0
NORFOLK First Lien No NO 0
NEW YORK First Lien No NO 0
LIGHTHOUSE POINT First Lien No NO 0
WILTON First Lien No NO 0
KIAWAH ISLAND First Lien No NO 0
GLADSTONE First Lien No NO 0
HILLSBOROUGH First Lien No NO 0
ALEXANDRIA First Lien No YES 120
PHILADELPHIA First Lien No NO 0
JACKSONVILLE First Lien No NO 0
HOMEWOOD First Lien No NO 0
PEEKSKILL First Lien No NO 0
YORKTOWN First Lien No NO 0
LIGHTHOUSE POINT First Lien No NO 0
HENDERSONVILLE First Lien No NO 0
RICHMOND First Lien No NO 0
CHARLOTTE First Lien No NO 0
RICHMOND HILL First Lien No NO 0
WASHINGTON First Lien No NO 0
EAST XXXXXXX TOWNSHIP First Lien No NO 0
CRESCO First Lien No NO 0
CORAL SPRINGS First Lien No NO 0
RALEIGH First Lien No NO 0
STEWARTSTOWN First Lien No NO 0
COLUMBUS First Lien No NO 0
XXXXXXXX First Lien No NO 0
DAVIDSON First Lien No YES 120
OZONA First Lien No NO 0
MILFORD First Lien No NO 0
MOORESVILLE First Lien No NO 0
ELLICOTT CITY First Lien No NO 0
XXXX XXXXX First Lien No YES 120
APEX First Lien No NO 0
MC LEAN First Lien No NO 0
PARSIPPANY First Lien No YES 120
FT LAUDERDALE First Lien No NO 0
FREDERICKSBURG First Lien No NO 0
WINTER GARDEN First Lien No NO 0
MARIPOSA First Lien No NO 0
CITY OF LONG BEACH First Lien No NO 0
PARK CITY First Lien No NO 0
XXXXXX First Lien No NO 0
LINCOLN First Lien No NO 0
XXXXXXXXXX First Lien No NO 0
DANVILLE First Lien No NO 0
HOPEWELL First Lien No NO 0
NAPA First Lien No NO 0
OAKTON First Lien No NO 0
BRUSH PRAIRIE First Lien No NO 0
LADERA RANCH First Lien No NO 0
WEST LAFAYETTE First Lien No NO 0
SAN XXXX First Lien No NO 0
YUBA CITY First Lien No NO 0
BERKELEY TOWNSHIP First Lien No NO 0
MONTICELLO First Lien No NO 0
YUBA CITY First Lien No NO 0
EVANSTON First Lien No NO 0
MILWAUKEE First Lien No YES 120
UNINCORPORATED AREA First Lien No NO 0
SPRING VALLEY First Lien No NO 0
SAN DIEGO First Lien No YES 120
ARLINGTON First Lien No NO 0
ANDOVER First Lien No NO 0
FRESNO First Lien No NO 0
XXXXXXXX HEIGHTS First Lien No NO 0
CHICAGO First Lien No NO 0
KOKOMO First Lien No NO 0
SAN XXXX First Lien No NO 0
SALT LAKE CITY First Lien No NO 0
PARK CITY First Lien No NO 0
GLENDALE First Lien No NO 0
WINCHESTER First Lien No NO 0
CITY OF SAN XXXX First Lien No NO 0
WEST LINN First Lien No NO 0
OKLAHOMA CITY First Xxxx Xx XX 0
XXXX0 XXXXXXXXX
------------------------------------------------------------------
POTOMAC EMC
ASHBURN EMC
VIENNA EMC
XXXXX XXXXX EMC
WASHINGTON EMC
CABIN XXXX EMC
KENSINGTON EMC
ROCKVILLE EMC
COLUMBIA EMC
OAKTON EMC
BETHESDA EMC
ASHBURN EMC
WASHINGTON EMC
WASHINGTON EMC
SOUTHINGTON EMC
ALEXANDRIA EMC
FALLS CHURCH EMC
ARLINGTON EMC
REHOBOTH BEACH EMC
CENTREVILLE EMC
GLENALLEN EMC
ANNAPOLIS EMC
SILVER SPRING EMC
ARVADA EMC
XXXXXXX EMC
MANASSAS EMC
SAN DIEGO EMC
CHAPEL HILL EMC
CHEVY CHASE EMC
XXXXXX LANDING EMC
SILVER SPRING EMC
VIENNA EMC
WASHINGTON EMC
MANASSAS EMC
CHEVY CHASE EMC
NEWTOWN EMC
ALEXANDRIA EMC
CORAL GABLES EMC
FAIRFAX EMC
XXXXXX EMC
ERWINNA EMC
WASHINGTON EMC
PORT WASHINGTON EMC
MICHELLVILLE EMC
LA PLATA EMC
BETHESDA EMC
GREENWOOD LAKE EMC
BOWIE EMC
ELLICOTT CITY EMC
WASHINGTON EMC
ALEXANDRIA EMC
BETHESDA EMC
XXXXXXX TOWN EMC
WASHINGTON EMC
CHANTILLY EMC
OAKTON EMC
HILLSBOROUGH EMC
SILVER SPRING EMC
WASHINGTON EMC
BETHESDA EMC
LEESBURG EMC
LAUREL EMC
NW, WASHINGTON EMC
CHEVY CHASE EMC
BURTONVILLE EMC
PHOENIX EMC
BETHESDA EMC
BETHESDA EMC
WASHINGTON EMC
JACKSONVILLE EMC
XXXXXXXX EMC
MANASSAS PARK EMC
SPRINGFIELD EMC
STERLING EMC
WALNUT CREEK EMC
UNION HALL EMC
WASHINGTON EMC
YORKTOWN EMC
DERWOOD EMC
ROCKVILLE EMC
WARRENTON EMC
RESTON EMC
ARLINGTON EMC
ALEXANDRIA EMC
REHOBOTH BEACH EMC
WASHINGTON EMC
GAINESVILLE EMC
KENSINGTON EMC
KENSINGTON EMC
ALEXANDRIA EMC
ALEXANDRIA EMC
ASHBURN EMC
ARLINGTON EMC
TOWER LAKES EMC
0000 XXXXXXX XXXXXX XXX
XXXXXXXX XXXXX EMC
CHEVY CHASE EMC
QUEENSTOWN EMC
GREAT FALLS EMC
POTOMAC EMC
DERWOOD EMC
ALEXANDRIA EMC
BETHESDA EMC
CHOWCHILLA EMC
XXXXX HARBORS EMC
LAUREL EMC
ARLINGTON EMC
WASHINGTON EMC
WASHINGTON EMC
ARLINGTON EMC
BETHESDA EMC
FLEMINGTON EMC
Centreville EMC
Upper Marlboro EMC
Winchester EMC
Purcellville EMC
Clinton EMC
Manassas EMC
Clinton EMC
Xxxxxxx EMC
Newport News EMC
Hollywood EMC
Xxxxxxxx EMC
Rockford EMC
Elk Grove EMC
FAWN GROVE EMC
WASHINGTON EMC
BALTIMORE EMC
NEWARK EMC
XXXXXX EMC
Newark EMC
Milford EMC
Brooklyn EMC
Brooklyn EMC
Rochester EMC
Largo EMC
XXXXXXX EMC
PATERSON EMC
ORLANDO EMC
HAMPTON BOROUGH EMC
VICTORY GARDENS BOROUGH EMC
MYRTLE BEACH EMC
MUSKEGON EMC
Cleveland EMC
MIAMI EMC
Newark EMC
Perth Amboy EMC
WESTMINSTER EMC
Naples EMC
Englewood EMC
New Orleans EMC
Clermont EMC
ATLANTA EMC
DEMOREST EMC
GAINESVILLE EMC
POWDER SPRINGS EMC
DALLAS EMC
BROOKLYN EMC
Xxxxxx Park EMC
Richboro EMC
AUBURN EMC
AUSTIN EMC
Arlington EMC
Phenix City EMC
Salisbury EMC
Brownsville EMC
Roswell EMC
Denver EMC
Little Rock EMC
Miami EMC
Cleveland EMC
HOUSTON EMC
XXXXXXX EMC
Saint Xxxx EMC
Houston EMC
Canyon Lake EMC
Dallas EMC
SPRING EMC
Fort Worth EMC
JACKSONVILLE EMC
Blue Island EMC
San Antonio EMC
Providence EMC
Oklahoma City EMC
Von Ormy EMC
Rio Rancho EMC
HEMET EMC
Xxxxxx Grande EMC
San Pablo EMC
Xxxxxxx EMC
Portland EMC
Xxxxxxx EMC
Sebring EMC
Saint Helens EMC
Vallejo EMC
Portland EMC
LEXINGTON EMC
Xxxxxx EMC
XXXXXX EMC
Brookings EMC
CINCINNATI EMC
COLUMBUS EMC
TERRE HAUTE EMC
NELSONVILLE EMC
JUPITER EMC
Denver EMC
Milwaukee EMC
Harmony EMC
Silver Spring EMC
Sterling EMC
MOORETOWN EMC
Humble EMC
Chattanooga EMC
Wichita EMC
Rio Rico EMC
Cedar Rapids EMC
Cottonwood EMC
Emporia EMC
FREDERICKSBURG EMC
San Antonio EMC
SPRING EMC
TEMPLE EMC
MIAMI EMC
Baytown EMC
Somerset EMC
Xxxxxx EMC
Newark EMC
Philadelphia EMC
Utica EMC
CANANDAIGUA EMC
NORTH PROVIDENCE EMC
Plainville EMC
XXXXXXXX EMC
CANANDAIGUA EMC
FARMINGVILLE EMC
Waterbury EMC
Rochester EMC
Rochester EMC
Rochester EMC
Rochester EMC
Stonewall EMC
DURHAM EMC
HYATTSVILLE EMC
STERLING EMC
Mission EMC
Xxxxx EMC
CHATSWORTH EMC
Xxxxxx EMC
CHANTILLY EMC
Ellicott City EMC
Shrewsbury EMC
ELKRIDGE EMC
Sylmar EMC
Las Cruces EMC
Lubbock EMC
Champaign EMC
Newark EMC
Austin EMC
Trenton EMC
Florissant EMC
Kingwood EMC
Rochester EMC
Swansea EMC
Xxxxxx EMC
City By The Sea EMC
Charlotte EMC
YUMA EMC
BALTIMORE EMC
XXXXXX EMC
Las Vegas EMC
Huntington EMC
Huntington EMC
Paterson EMC
West Orange EMC
West New York EMC
Paterson EMC
Xxxxxxx EMC
Leonia EMC
AUSTIN EMC
ROCKFORD EMC
GAITHERSBURG EMC
SAN DIEGO EMC
GLENDALE EMC
SAN DIEGO EMC
BURBANK EMC
RANCHO SANTA XXXXXXXXX EMC
CORONA EMC
ALEXANDRIA EMC
PORT WASHIGTON EMC
LANGHORNE EMC
LOS ANGELES EMC
GLENDALE EMC
XXXXXX EMC
SUGAR LAND EMC
SAN XXXX EMC
XXXXXX EMC
ASHBURN EMC
Pompton Lakes EMC
CHULA VISTA EMC
HANFORD EMC
Saint Louis EMC
NILES EMC
Xxxxxxx EMC
GOLD CANYON EMC
SCOTTSDALE EMC
MIAMI EMC
Durham EMC
Jacksonville EMC
Orlando EMC
Jacksonville EMC
SPARTA EMC
FAIRFAX EMC
RISING SUN EMC
GLENDALE EMC
Panorama City EMC
Olney EMC
Wando EMC
MIAMI EMC
NEWPORT COAST AREA EMC
BERKELEY EMC
XXXXXXX EMC
THOUSAND OAKS EMC
HUNTINGTON BEACH EMC
FISHERS EMC
DIAMOND BAR EMC
LOS ANGELES (NORTH HOLLYW EMC
SPRING VALLEY EMC
SAN DIEGO EMC
PASO XXXXXX EMC
GLENDORA EMC
SAN LEANDRO EMC
HUNTINGTON BEACH EMC
RANCHO CUCAMONGA EMC
XXXXXX EMC
XXXXXXX EMC
INGLEWOOD EMC
STONY BROOK EMC
GAINESVILLE EMC
SAN DIEGO EMC
SANTA XXX EMC
SAN DIEGO EMC
SAN FRANCISCO EMC
ROCKLIN EMC
KENMORE EMC
LEESBURG EMC
RENO EMC
TORRANCE EMC
CHULA VISTA EMC
CARLSBAD EMC
LAGUNA NIGUEL EMC
OCEAN CITY EMC
OXNARD EMC
WESTMINSTER EMC
NORWALK EMC
NUEVO EMC
IMPERIAL BEACH EMC
STOCKTON EMC
LONG BEACH EMC
SPOTSYLVANIA EMC
VISTA EMC
CAPE CORAL EMC
BRENTWOOD EMC
CANOGA PARK EMC
CANOGA PARK AREA)LO EMC
SAN DIEGO EMC
TREASURE ISLAND EMC
WESTMINSTER EMC
ARLINGTON EMC
SAN DIMAS EMC
LAGUNA HILLS EMC
WESTON EMC
ORANGE EMC
OCEANSIDE EMC
LOS ANGELES EMC
POMPANO BEACH EMC
HOUSTON EMC
ANTIOCH EMC
RIVIERA BEACH EMC
XXXXXX EMC
FOUNTAIN VALLEY EMC
MIAMI EMC
PEARL RIVER EMC
MIAMI BEACH EMC
BROOKLYN EMC
MISSION VIEJO EMC
SAN DIEGO EMC
LONG BEACH EMC
RANCHO SANTA XXXXXXXXX EMC
Salt Lake City EMC
Indianapolis EMC
Bedminster EMC
Anoka EMC
ORONO EMC
Maple Grove EMC
XXXX EMC
XXXX EMC
NEW BRAUNFELS EMC
CONVERSE EMC
COCOA EMC
LANCASTER EMC
GREENVILLE EMC
XXXX EMC
THE WOODLANDS EMC
Tomball EMC
Waterbury EMC
NORFOLK EMC
Glendale EMC
Anthem EMC
HOUSTON EMC
Choctaw EMC
Houston EMC
JOLIET EMC
PEQUOT LAKES EMC
ARP EMC
TYLER EMC
Asheboro EMC
TAMPA EMC
Dallas EMC
Tampa EMC
Tampa EMC
Phoenix EMC
Miami EMC
Raeford EMC
North Bergen EMC
Phoenix EMC
Friendswood EMC
Old Hickory EMC
Las Vegas EMC
Orlando EMC
St Augustine EMC
Dallas EMC
Dallas EMC
Dallas EMC
Salt Lake City EMC
Dallas EMC
Houston EMC
Xxxx Xxxxxx EMC
Brooksville EMC
Wood River EMC
Birmingham EMC
Mc Louth EMC
Boca Raton EMC
Tampa EMC
Freehold EMC
Attleboro EMC
San Xxxxxxxx EMC
Xxxxxx EMC
Cleveland EMC
WILMINGTON EMC
Santa Xxxx EMC
ADELANTO EMC
tempe EMC
denver EMC
West Palm Beach EMC
King City EMC
TUSCALOOSA EMC
SANTA XXXX EMC
UKIAH EMC
HIDDEN VALLEY LAKE EMC
HAYWARD EMC
SAN XXXX EMC
SANTA XXXX EMC
Escondido EMC
XXXXXXXXX EMC
CLARKSBURG EMC
Upland EMC
Xxxx City EMC
Phoenix EMC
Phoenix EMC
Phoenix EMC
Maricopa EMC
LOCUST GROVE EMC
CARTERSVILLE EMC
MCDONOUGH EMC
Hinesville EMC
STATHAM EMC
CHARLOTTE EMC
FAIRBURN EMC
CONYERS EMC
MCDONOUGH EMC
SENECA EMC
ROME EMC
Atlanta EMC
Newnan EMC
CARTERSVILLE EMC
STONE MOUNTAIN EMC
Lithonia EMC
Powder Springs EMC
DALLAS EMC
CHARLOTTE EMC
Douglasville EMC
Dayton EMC
CARTERSVILLE EMC
STOCKBRIDGE EMC
BARONA RANCHERIA EMC
XXXXXX EMC
LAS VEGAS EMC
PORTLAND EMC
ENCINO EMC
COMMERCE EMC
Louisville EMC
SPRINGFIELD EMC
Olive Branch EMC
Olive Branch EMC
Xxxxxx EMC
Grand Prairie EMC
SAN FRANCISCO EMC
Xxxx EMC
North Myrtle Beach EMC
Pelham EMC
Atlanta EMC
Xxxxxx EMC
Newnan EMC
Cartersville EMC
Canton EMC
Villa Rica EMC
Dallas EMC
Atlantic Beach EMC
Valdosta EMC
Vinton EMC
Trenton EMC
LEWISVILLE EMC
Plano EMC
WICHITA EMC
HORSESHOE BAY EMC
COLUMBIA EMC
South Elgin EMC
STREAMWOOD EMC
RANCHO CUCAMONGA EMC
NORTH RIDGEVILLE EMC
CORONA EMC
KISSIMMEE EMC
ALAMOSA EMC
CO SPGS EMC
Muskogee EMC
SANTA XXXX EMC
ALPINE EMC
OREM EMC
Murrieta EMC
Norton EMC
XXXXXXX EMC
Worcester EMC
Columbiana EMC
Hartford EMC
Cleveland EMC
Miami EMC
Xxxxxxx EMC
Orlando EMC
Atlanta EMC
Xxxxxxxx Township EMC
Roselle EMC
COLUMBIA EMC
Charleston EMC
Riverdale EMC
Conyers EMC
Las Vegas EMC
Scottsdale EMC
Hampton EMC
Oro Valley EMC
YUMA EMC
Hampstead EMC
Marietta EMC
Dallas EMC
CHICKAMAUGA EMC
MACON EMC
CHICKAMAUGA EMC
Mount Laurel EMC
Philadelphia EMC
Avalon EMC
Vineland EMC
Philadelphia EMC
Cherry Hill EMC
Hopewell EMC
Xxxxxx EMC
POTOMAC EMC
Haverstraw EMC
LILBURN EMC
DOUGLASVILLE EMC
DES MOINES EMC
BELLEVUE EMC
Baltimore EMC
Passaic EMC
Muskegon EMC
Charlotte EMC
SAN ANTONIO EMC
PIPE CREEK EMC
SAN ANTONIO EMC
BROKEN ARROW EMC
FULLERTON EMC
ROSEVILLE EMC
BERKELEY EMC
HEMET EMC
GARDENA EMC
PASO XXXXXX EMC
SAN XXXX EMC
OAKLAND EMC
TUSTIN EMC
SANTA FE SPRINGS EMC
GIG HARBOR EMC
GARDENA EMC
VIRGINIA BEACH EMC
BEDFORD EMC
ROSEDALE EMC
CHINO EMC
LA HONDA EMC
ROSEVILLE EMC
PHOENIXVILLE EMC
VIRGINIA BEACH EMC
ELMWOOD PARK EMC
BEACH MOUNTAIN EMC
BIRMINGHAM EMC
MOORESVILLE EMC
XXXXX EMC
WEST PALM BEACH EMC
TOMS RIVER EMC
CHAPEL HILL EMC
PACIFIC PALISADES EMC
RUMSON EMC
RICHMOND EMC
JACKSONVILLE EMC
WINSTON SALEM EMC
HILTON HEAD EMC
XXXXXXXXX EMC
ARLINGTON EMC
CHARLTON EMC
MIAMI BEACH EMC
HOT SPRINGS EMC
BIRMINGHAM EMC
SUMMERVILLE EMC
SOUTH BARRINGTON EMC
MT PLEASANT EMC
CHARLESTON EMC
GAINESVILLE EMC
NEWARK EMC
BRIARCLIFF MANOR EMC
BOWIE EMC
PALM BEACH GARDENS EMC
VIRGINIA BEACH EMC
OCEAN CITY EMC
ARLINGTON EMC
APEX EMC
RICHMOND EMC
XXXX EMC
WINSTON SALEM EMC
MT PLEASANT EMC
XXXX EMC
LEESBURG EMC
VIRGINIA BEACH EMC
DAHLONEGA EMC
XXXXXXXX TWP EMC
SENECA EMC
AVENTURA EMC
SAVANNAH EMC
NEW YORK EMC
RALEIGH EMC
MONTCLAIR EMC
SHORT HILLS EMC
SAVANNAH EMC
XXXXXX EMC
NEW YORK EMC
BLUFFTON EMC
WILDWOOD EMC
HILTON HEAD ISLAND EMC
BLOWING ROCK EMC
NOKESVILLE EMC
NORFOLK EMC
NEW YORK EMC
LIGHTHOUSE POINT EMC
WILTON EMC
KIAWAH ISLAND EMC
GLADSTONE EMC
HILLSBOROUGH EMC
ALEXANDRIA EMC
PHILADELPHIA EMC
JACKSONVILLE EMC
HOMEWOOD EMC
PEEKSKILL EMC
YORKTOWN EMC
LIGHTHOUSE POINT EMC
HENDERSONVILLE EMC
RICHMOND EMC
CHARLOTTE EMC
RICHMOND HILL EMC
WASHINGTON EMC
EAST XXXXXXX TOWNSHIP EMC
CRESCO EMC
CORAL SPRINGS EMC
RALEIGH EMC
STEWARTSTOWN EMC
COLUMBUS EMC
XXXXXXXX EMC
DAVIDSON EMC
OZONA EMC
MILFORD EMC
MOORESVILLE EMC
ELLICOTT CITY EMC
XXXX XXXXX EMC
APEX EMC
MC LEAN EMC
PARSIPPANY EMC
FT LAUDERDALE EMC
FREDERICKSBURG EMC
WINTER GARDEN EMC
MARIPOSA EMC
CITY OF LONG BEACH EMC
PARK CITY EMC
XXXXXX EMC
LINCOLN EMC
XXXXXXXXXX EMC
DANVILLE EMC
HOPEWELL EMC
NAPA EMC
OAKTON EMC
BRUSH PRAIRIE EMC
LADERA RANCH EMC
WEST LAFAYETTE EMC
SAN XXXX EMC
YUBA CITY EMC
BERKELEY TOWNSHIP EMC
MONTICELLO EMC
YUBA CITY EMC
EVANSTON EMC
MILWAUKEE EMC
UNINCORPORATED AREA EMC
SPRING VALLEY EMC
SAN DIEGO EMC
ARLINGTON EMC
ANDOVER EMC
FRESNO EMC
XXXXXXXX HEIGHTS EMC
CHICAGO EMC
KOKOMO EMC
SAN XXXX EMC
SALT LAKE CITY EMC
PARK CITY EMC
GLENDALE EMC
WINCHESTER EMC
CITY OF SAN XXXX EMC
WEST LINN EMC
OKLAHOMA CITY EMC
EXHIBIT
C
[Reserved]
EXHIBIT
D
REQUEST
FOR RELEASE OF DOCUMENTS
To: Xxxxx
Fargo Bank, N.A.
0000
00xx
Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
|
RE:
|
Custodial
Agreement dated as of
|
May
31,
2006, among XXXX XX,
Xxxxx
Fargo Bank,
National
Association, as Master Servicer, Custodian
and
Securities Administrator,
and
U.S.
Bank National Association as Trustee
In
connection with the administration of the Mortgage Loans held by you pursuant
to
the above-captioned Custodial Agreement, we request the release, and hereby
acknowledge receipt, of the Mortgage File for the Mortgage Loan described
below,
for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
|
_____
|
1.
|
Mortgage
Paid in Full and proceeds have been deposited into the Custodial
Account
|
|
_____
|
2.
|
Foreclosure
|
|
_____
|
3.
|
Substitution
|
|
_____
|
4.
|
Other
Liquidation
|
| _____ |
5.
Nonliquidation
Reason:_________________________________________________________________
|
|
_____
|
6.
|
California
Mortgage Loan paid in full
|
By:
_________________________________________________________________________________
(authorized
signer)
Issuer:
______________________________________________________________________________
Address:_____________________________________________________________________________
Date:________________________________________________________________________________
EXHIBIT
E
FORM
OF
AFFIDAVIT
&#
160;
Affidavit
pursuant
to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
and for
other purposes
STATE
OF )
)
ss:
COUNTY
OF
)
[NAME
OF
OFFICER], being first duly sworn, deposes and says:
1. That
he
is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings
institution] [corporation] duly organized and existing under the laws of
[the
State of _______________] [the United States], on behalf of which he makes
this
affidavit.
2. That
(i)
the Investor is not a “disqualified organization” as defined in Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and
will not be a disqualified organization as of [Closing Date] [date of purchase];
(ii) it is not acquiring the Structured Asset Mortgage Investments II Inc.,
Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2006-1
[Class R
Certificates] (the “Residual Certificates”) for the account of a disqualified
organization; (iii) it consents to any amendment of the Pooling and Servicing
Agreement that shall be deemed necessary by Structured Asset Mortgage
Investments II Inc. (upon advice of counsel) to constitute a reasonable
arrangement to ensure that the Residual Certificates will not be owned
directly
or indirectly by a disqualified organization; and (iv) it will not transfer
such
Residual Certificates unless (a) it has received from the transferee an
affidavit in substantially the same form as this affidavit containing these
same
four representations and (b) as of the time of the transfer, it does not
have
actual knowledge that such affidavit is false.
3. That
the
Investor is one of the following: (i) a citizen or resident of the United
States, (ii) a corporation or partnership (including an entity treated
as a
corporation or partnership for federal income tax purposes) created or
organized
in, or under the laws of, the United States or any state thereof or the
District
of Columbia (except, in the case of a partnership, to the extent provided
in
regulations), provided that no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be treated
as a
United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United
States federal income tax purposes are United States Persons, (iii) an
estate
whose income is subject to United States federal income tax regardless
of its
source, or (iv) a trust other than a “foreign trust,” as defined in Section 7701
(a)(31) of the Code.
4.That
the
Investor’s taxpayer identification number is ________________.
5. That
no
purpose of the acquisition of the Residual Certificates is to avoid or
impede
the assessment or collection of tax.
6. That
the
Investor understands that, as the holder of the Residual Certificates,
the
Investor may incur tax liabilities in excess of any cash flows generated
by such
Residual Certificates.
7. That
the
Investor intends to pay taxes associated with holding the Residual Certificates
as they become due.
[NAME
OF
INVESTOR]
By:________________________________________________________
[Name
of
Officer]
[Title
of
Officer]
[Address
of Investor for receipt of distributions]
Address
of Investor for receipt of tax information:
Personally
appeared before me the above-named [Name of Officer], known or proved to
me to
be the same person who executed the foregoing instrument and to be the
[Title of
Officer] of the Investor, and acknowledged to me that he executed the same
as
his free act and deed and the free act and deed of the Investor.
Subscribed
and sworn before me this ___ day of _________, 20___.
NOTARY
PUBLIC
COUNTY
OF
STATE
OF
My
commission expires the ___ day of ___________________, 20___.
EXHIBIT
F-1
FORM
OF
INVESTMENT LETTER
[Date]
[SELLER]
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
|
Re:
|
Structured
Asset Mortgage Investments II Inc., Prime Mortgage
Trust,
|
Series
2006-1 Mortgage Pass-Through Certificates (the “Certificates”),
including
the Class
B-4, Class B-5 and Class B-6 Certificates (the “Privately Offered
Certificates”)
Dear
Ladies and Gentlemen:
In
connection with our purchase of the [Privately Offered Certificates], we
confirm
that:
|
(i)
|
we
understand that the Privately Offered Certificates are not being
registered under the Securities Act of 1933, as amended (the
“Act”) or any
applicable state securities or “Blue Sky” laws, and are being sold to us
in a transaction that is exempt from the registration requirements
of such
laws;
|
|
(ii)
|
any
information we desired concerning the Certificates, including
the
Privately Offered Certificates, the trust in which the Certificates
represent the entire beneficial ownership interest (the “Trust”) or any
other matter we deemed relevant to our decision to purchase Privately
Offered Certificates has been made available to
us;
|
|
(iii)
|
we
are able to bear the economic risk of investment in Privately
Offered
Certificates; we are an institutional “accredited investor” as defined in
Section 501(a) of Regulation D promulgated under the Act and
a
sophisticated institutional
investor;
|
|
(iv)
|
we
are acquiring Privately Offered Certificates for our own account,
not as
nominee for any other person, and not with a present view to
any
distribution or other disposition of the Privately Offered
Certificates;
|
|
(v)
|
we
agree the Privately Offered Certificates must be held indefinitely
by us
(and may not be sold, pledged, hypothecated or in any way disposed
of)
unless subsequently registered under the Act and any applicable
state
securities or “Blue Sky” laws or an exemption from the registration
requirements of the Act and any applicable state securities or
“Blue Sky”
laws is available;
|
|
(vi)
|
we
agree that in the event that at some future time we wish to dispose
of or
exchange any of the Privately Offered Certificates (such disposition
or
exchange not being currently foreseen or contemplated), we will
not
transfer or exchange any of the Privately Offered Certificates
unless:
|
(A)
(1)
the sale is to an Eligible Purchaser (as defined below), (2) if required
by the
Pooling and Servicing Agreement (as defined below) a letter to substantially
the
same effect as either this letter or, if the Eligible Purchaser is a Qualified
Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A
and
Related Matters Certificate in the form attached to the Pooling and Servicing
Agreement (as defined below) (or such other documentation as may be acceptable
to the Securities Administrator) is executed promptly by the purchaser
and
delivered to the addressees hereof and (3) all offers or solicitations
in
connection with the sale, whether directly or through any agent acting
on our
behalf, are limited only to Eligible Purchasers and are not made by means
of any
form of general solicitation or general advertising whatsoever; and
(B) if
the
Privately Offered Certificates is not registered under the Act (as to which
we
acknowledge you have no obligation), the Privately Offered Certificates
is sold
in a transaction that does not require registration under the Act and any
applicable state securities or “blue sky” laws and, if Xxxxx Fargo Bank, N.A.
(the “Securities Administrator”) so requests, a satisfactory Opinion of Counsel
is furnished to such effect, which Opinion of Counsel shall be an expense
of the
transferor or the transferee;
|
(vii)
|
we
agree to be bound by all of the terms (including those relating
to
restrictions on transfer) of the Pooling and Servicing, pursuant
to which
the Trust was formed; we have reviewed carefully and understand
the terms
of the Pooling and Servicing
Agreement;
|
|
(viii)
|
we
either: (i) are not acquiring the Privately Offered Certificates
directly
or indirectly by, or on behalf of, an employee benefit plan or
other
retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, or section
4975 of the
Internal Revenue Code of 1986, as amended, or (ii) are providing
a
representation to the effect that the proposed transfer and holding
of a
Privately Offered Certificates and the servicing, management
and operation
of the Trust and its assets: (I) will not result in any prohibited
transaction which is not covered under an individual or class
prohibited
transaction exemption, including, but not limited to, Prohibited
Transaction Exemption (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX 95-60, or
PTE 96-23 and (II) will not give rise to any additional obligations
on the
part of the Depositor, the Master Servicer, the Securities Administrator
or the Trustee or (iii) have attached hereto the opinion specified
in
Section 5.07 of the Agreement.
|
|
(ix)
|
We
understand that each of the Privately Offered Certificates bears,
and will
continue to bear, a legend to substantiate the following effect:
“THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
SECURITIES
ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(2)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO
AN
“INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY
ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT
TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
IN THE
FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE
MAY NOT BE
ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS
THE PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND
OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN
ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL
OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED
TO,
PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX
95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER,
THE
SECURITIES ADMINISTRATOR OR THE TRUSTEE, WHICH WILL BE DEEMED
REPRESENTED
BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE
OR UNLESS
THE OPINION PROVIDED IN SECTION 5.07 OF THE AGREEMENT IS
PROVIDED.”
|
“Eligible
Purchaser”
means a
corporation, partnership or other entity which we have reasonable grounds
to
believe and do believe (i) can make representations with respect to itself
to
substantially the same effect as the representations set forth herein,
and (ii)
is either a Qualified Institutional Buyer as defined under Rule 144A of
the Act
or an institutional “Accredited Investor” as defined under Rule 501 of the
Act.
Terms
not
otherwise defined herein shall have the meanings assigned to them in the
Pooling
and Servicing Agreement, dated as of May 1, 2006, among Structured Asset
Mortgage Investments II Inc., Xxxxx Fargo Bank, National Association as
master
servicer and securities administrator, EMC Mortgage Corporation, as seller
and
U.S. Bank National Association as Trustee (the “Pooling and Servicing
Agreement’).
If
the
Purchaser proposes that its Certificates be registered in the name of a
nominee
on its behalf, the Purchaser has identified such nominee below, and has
caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any): _______________________________________________
Very
truly yours,
[PURCHASER]
By:
__________________________________________________________
(Authorized
Officer)
[By:__________________________________________________________
Attorney-in-fact]
Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates
being
registered in its name, the sole beneficial owner thereof is and shall
be the
Purchaser identified above, for whom the undersigned is acting as
nominee.
[NAME
OF
NOMINEE]
By:__________________________________________________________
(Authorized
Officer)
[By:
__________________________________________________________
Attorney-in-fact]
EXHIBIT
F-2
FORM
OF
RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER] 
0; [Date]
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
|
Re:
|
Structured
Asset Mortgage Investments II Inc., Prime Mortgage Trust, Series
2006-1
Mortgage Pass-Through Certificates (the “Certificates”),
|
including
the Class
B-4, Class B-5 and Class B-6 Certificates (the “Privately Offered
Certificates”)
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, the undersigned
certifies to each of the parties to whom this letter is addressed that
it is a
qualified institutional buyer (as defined in Rule 144A under the Securities
Act
of 1933, as amended (the “Act”)) as follows:
|
1.
|
It
owned and/or invested on a discretionary basis eligible securities
(excluding affiliate’s securities, bank deposit notes and CD’s, loan
participations, repurchase agreements, securities owned but subject
to a
repurchase agreement and swaps), as described
below:
|
Date:
______________, 20__ (must be on or after the close of its most recent
fiscal
year)
Amount:
$
_____________________; and
2.
The
dollar amount set forth above is:
a.
greater
than $100 million and the undersigned is one of the following
entities:
(x) an
insurance company as defined in Section 2(13) of the Act1 ;
or
1 A
purchase by an insurance company for one or more of its separate accounts,
as
defined by Section 2(a)(37) of the Investment Company Act of 1940,
which are
neither registered nor required to be registered thereunder, shall
be deemed to
be a purchase for the account of such insurance company.
|
(y)
|
an
investment company registered under the Investment Company
Act or any
business development company as defined in Section 2(a)(48)
of the
Investment Company Act of 1940; or
|
|
(z)
|
a
Small Business Investment Company licensed by the U.S. Small
Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; or
|
|
(aa)
|
a
plan (i) established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or
its political
subdivisions, the laws of which permit the purchase of securities
of this
type, for the benefit of its employees and (ii) the governing
investment
guidelines of which permit the purchase of securities of this
type;
or
|
|
(bb)
|
a
business development company as defined in Section 202(a)(22)
of the
Investment Advisers Act of 1940; or
|
|
(cc)
|
a
corporation (other than a U.S. bank, savings and loan association
or
equivalent foreign institution), partnership, Massachusetts
or similar
business trust, or an organization described in Section 501(c)(3)
of the
Internal Revenue Code; or
|
|
(dd)
|
a
U.S. bank, savings and loan association or equivalent foreign
institution,
which has an audited net worth of at least $25 million as demonstrated
in
its latest annual financial statements;
or
|
|
(ee)
|
an
investment adviser registered under the Investment Advisers
Act;
or
|
|
b.
|
greater
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC; or
|
|
c.
|
less
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC and will only purchase Rule 144A securities in transactions
in
which it acts as a riskless principal (as defined in Rule 144A);
or
|
|
d.
|
less
than $100 million, and the undersigned is an investment company
registered
under the Investment Company Act of 1940, which, together with
one or more
registered investment companies having the same or an affiliated
investment adviser, owns at least $100 million of eligible
securities;
or
|
|
e.
|
less
than $100 million, and the undersigned is an entity, all the
equity owners
of which are qualified institutional
buyers.
|
The
undersigned further certifies that it is purchasing a Privately Offered
Certificates for its own account or for the account of others that independently
qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in
reliance on
its continued compliance with Rule 144A. It is aware that the transferor
may
rely on the exemption from the provisions of Section 5 of the Act provided
by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably
believed
to be a Qualified Institutional Buyer that purchases for its own account
or for
the account of a Qualified Institutional Buyer to whom notice is given
that the
resale, pledge or transfer is being made in reliance in Rule 144A, or
(ii) an
institutional “accredited investor,” as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public
offering.
The
undersigned agrees that if at some future time it wishes to dispose of
or
exchange any of the Privately Offered Certificates, it will not transfer
or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate
in the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional “accredited
investor,” the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling
and
Servicing Agreement, dated as of May 1, 2006, among Structured Asset
Mortgage
Investments II Inc., Xxxxx Fargo Bank, N.A., EMC Mortgage Corporation
and U.S.
Bank National Association, as Trustee, pursuant to Certificates were
issued.
The
undersigned certifies that it either: (i) is not acquiring the Privately
Offered
Certificates directly or indirectly by, or on behalf of, an employee
benefit
plan or other retirement arrangement which is subject to Title I of the
Employee
Retirement Income Security Act of 1974, as amended, or section 4975 of
the
Internal Revenue Code of 1986, as amended, or (ii) is providing a representation
or an opinion of counsel to the effect that the proposed transfer and
holding of
a Privately Offered Certificates and the servicing, management and operation
of
the Trust and its assets: (I) will not result in any prohibited transaction
which is not covered under a prohibited transaction exemption, including,
but
not limited to, Prohibited Transaction Exemption (“PTE”) 84-14, XXX 00-00, XXX
00-0, XXX 00-00, XXX 00-00 and (II) will not give rise to any additional
obligations on the part of the Depositor, the Master Servicer, the Securities
Administrator or the Trustee or (iii) has attached hereto the opinion
specified
in Section 5.07 of the Agreement.
If
the
Purchaser proposes that its Certificates be registered in the name of
a nominee
on its behalf, the Purchaser has identified such nominee below, and has
caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any):
Very
truly yours,
[PURCHASER]
By:
____________________________________________
(Authorized
Officer)
[By:
____________________________________________
Attorney-in-fact]
NOMINEE
ACKNOWLEDGMENT
The
undersigned hereby acknowledges and agrees that as to the Certificates
being
registered in its name, the sole beneficial owner thereof is and shall
be the
Purchaser identified above, for whom the undersigned is acting as
nominee.
[NAME
OF
NOMINEE]
By:
____________________________________________
(Authorized
Officer)
[By:
____________________________________________
Attorney-in-fact]
EXHIBIT
F-3
FORM
OF
TRANSFER CERTIFICATE FOR EXCHANGE OR
TRANSFER
FROM RULE 144A GLOBAL CERTIFICATE TO
REGULATION
S GLOBAL CERTIFICATE
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
Reference
is hereby made to the Pooling and Servicing Agreement (“Pooling and Servicing
Agreement”), dated as of May 1, 2006, among Structured Asset Mortgage
Investments II Inc., as Depositor, Xxxxx Fargo Bank, National Association,
as
Master Servicer and Securities Administrator, EMC Mortgage Corporation,
as
Seller and U.S. Bank National Association as Trustee. Capitalized terms
used but
not defined herein are used as defined in the Pooling and Servicing
Agreement:
The
undersigned (the “Transferor”)
owns
and proposes to transfer the interests in the Rule 144A Global Certificates
specified in Annex A hereto (the “Certificates”)
to
__________ (the “Transferee”), in the principal amounts in such Rule 144A Global
Certificates (the “Transfer”)
as
further specified in Annex A hereto. In connection with the Transfer,
the
Transferor hereby certifies that:
|
(a)
|
the
Transfer is being effected in accordance with transfer restrictions
set
forth in the Pooling and Servicing Agreement and the
Certificates;
|
|
(b)
|
the
Transfer is being effected pursuant to and in accordance with
Rule 903 or
Rule 904 under the Securities Act of 1933, as amended (the
“Securities
Act”)
and, accordingly, the Transferor hereby further certifies
that:
|
|
(i)
|
the
Transfer is not being made to a person in the United States
and (x) at the
time the buy order was originated, the Transferee was outside
the United
States or the Transferor and each Person acting on its behalf
reasonably
believed and believes that the Transferee was outside the United
States or
(y) the transaction was executed in, on or through the facilities
of a
“designated offshore securities market” (as defined Rule 902 of Regulation
S under the Securities Act) and neither the Transferor nor
any Person
acting on its behalf knows that the transaction was prearranged
with a
buyer in the United States,
|
|
(ii)
|
no
directed selling efforts have been made in contravention of
the
requirements of Rule 903 or Rule 904 of Regulation S under
the Securities
Act, and
|
|
(iii)
|
the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.
|
Upon
consummation of the proposed transfer in accordance with the terms of
the
Pooling and Servicing Agreement, the transferred beneficial interest
will be
subject to the restrictions on transfer enumerated in the legends printed
on the
Regulation S Global Certificates by which the Transferee shall hold its
interest
and in the Pooling and Servicing Agreement and the Securities Act.
Dated:
Very
truly yours,
[Name
of
Transferor]
By:__________________________
Name:
Title:
ANNEX
A
The
Transferor owns and proposes to transfer a beneficial interest in the
following:
|
(i)
|
G
|
Class
[___] Rule 144A Global Certificate, principal amount of $_____________,
|
|
(ii)
|
G
|
Class
[___] Rule 144A Global Certificate, principal amount of $_____________,
or
|
|
(iii)
|
G
|
Class
[___] Rule 144A Global Certificate, principal amount of
$_____________.
|
EXHIBIT
F-4
FORM
OF
TRANSFER CERTIFICATE FOR EXCHANGE OR
TRANSFER
FROM REGULATION S GLOBAL CERTIFICATE TO
RULE
144A
GLOBAL CERTIFICATE
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
Reference
is hereby made to the Pooling and Servicing Agreement (“Pooling and Servicing
Agreement”), dated as of May 1, 2006, among Structured Asset Mortgage
Investments II Inc., as Depositor, Xxxxx Fargo Bank, National Association,
as
Master Servicer and Securities Administrator, EMC Mortgage Corporation,
as
Seller and U.S. Bank National Association as Trustee. Capitalized terms
used but
not defined herein are used as defined in the Pooling and Servicing
Agreement:
The
undersigned (the “Transferor”)
owns
and proposes to transfer the interests in the Regulation S Global Certificates
specified in Annex A hereto (the “Certificates”),
in
the principal amounts in such Regulation S Global Certificates (the
“Transfer”),
as
further specified in Annex A hereto. In connection with the Transfer,
the
Transferor hereby certifies that:
|
(a)
|
the
Transfer is being effected 0in accordance with transfer restrictions
set
forth in the Pooling and Servicing Agreement and the
Certificates;
|
|
(b)
|
the
Transfer is being effected pursuant to and in accordance with
Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”),
and, accordingly, the Transferor hereby further certifies
that:
|
|
(i)
|
the
Transferee is purchasing the beneficial interest for its own
account, or
for one or more accounts with respect to which the Transferee
exercises
sole investment discretion,
|
|
(ii)
|
the
Transferor reasonably believes that the Transferee and each
such account
is a “qualified institutional buyer” within the meaning of Rule 144A,
and
|
|
(iii)
|
the
Transfer is in compliance with any applicable blue sky securities
laws of
any state of the United States.
|
Upon
consummation of the proposed Transfer in accordance with the terms of
the
Pooling and Servicing Agreement, the transferred beneficial interest
will be
subject to the restrictions on transfer enumerated in the legends printed
on the
Rule 144A Global Certificates by which the Transferee shall hold its
interest
and in the Pooling and Servicing Agreement and the Securities Act.
Dated: Very
truly yours,
[Name
of
Transferor]
By:__________________________
Name:
Title:
ANNEX
A
The
Transferor owns and proposes to transfer a beneficial interest in the
following:
|
(i)
|
G
|
Class
[___] Regulation S Global Certificate, principal amount of
$_____________,
|
|
(ii)
|
G
|
Class
[___] Regulation S Global Certificate, principal amount of
$_____________,
or
|
|
(iii)
|
G
|
Class
[___] Regulation S Global Certificate, principal amount of
$_____________.
|
EXHIBIT
G
FORM
OF CUSTODIAL AGREEMENT
THIS
CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of May 31, 2006, by and among U.S. BANK NATIONAL
ASSOCIATION, not individually but solely as trustee under the Pooling and
Servicing Agreement defined below (including its successors under the Pooling
and Servicing Agreement defined below, the “Trustee”), STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., as depositor (together with any successor in interest,
the
“Depositor”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master servicer and
securities administrator (together with any successor in interest or successor
under the Pooling and Servicing Agreement referred to below, the “Master
Servicer”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as custodian (together
with any successor in interest or any successor appointed hereunder, the
“Custodian”).
ARTICLE
I
Capitalized
terms used in this Agreement and not defined herein shall have the meanings
assigned in the Original Pooling and Servicing Agreement, unless otherwise
required by the context herein.
ARTICLE
II
Section
2.1. Custodian
to Act as Agent: Acceptance of Mortgage Files.
The
Custodian, as the duly appointed custodial agent of the Trustee for these
purposes, acknowledges (subject to any exceptions noted in the Initial
Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
relating to the Mortgage Loans identified on the schedule attached hereto
(the
“Mortgage Files”) and declares that it holds and will hold such Mortgage Files
as agent for the Trustee, in trust, for the use and benefit of all present
and
future Certificateholders.
Section
2.2. Recordation
of Assignments.
If any
Mortgage File includes one or more assignments of Mortgage to the Trustee
in a
state which is specifically excluded from the Opinion of Counsel delivered
by
the Seller to the Trustee and the Custodian pursuant to the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each such assignment
shall
be delivered by the Custodian to the Depositor for the purpose of recording
it
in the appropriate public office for real property records, and the Depositor,
at no expense to the Custodian, shall promptly cause to be recorded in the
appropriate public office for real property records each such assignment
of
Mortgage and, upon receipt thereof from such public office, shall return
each
such assignment of Mortgage to the Custodian.
Section
2.3. Review
of Mortgage Files.
(a) On
or
prior to the Closing Date, in accordance with Section 2.02 of the Pooling
and
Servicing Agreement, the Custodian shall deliver to the Depositor and the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt (subject to any exceptions noted therein) of a Mortgage
File
for each of the Mortgage Loans listed on the Schedule attached hereto (the
“Mortgage Loan Schedule”).
(b) Within
90
days of the Closing Date, the Custodian agrees, for the benefit of the Holders
of the Mortgage Pass-Through Certificates, to review, in accordance with
the
provisions of Section 2.02 of the Pooling and Servicing Agreement, each such
document, and shall deliver to the Depositor and the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that
all
such documents have been executed and received and that such documents relate
to
the Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. The
Custodian shall be under no duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that
the
same are genuine, enforceable, or appropriate for the represented purpose
or
that they have actually been recorded or that they are other than what they
purport to be on their face.
(c) Not
later
than 180 days after the Closing Date, the Custodian shall review the Mortgage
Files as provided in Section 2.02 of the Pooling and Servicing Agreement
and
deliver to the Depositor and the Trustee a Final Certification in the form
annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
(d) In
reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
Agreement, the Custodian shall make no representation as to and shall not
be
responsible to verify (i) the validity, legality, enforceability, due
authorization, recordability, sufficiency or genuineness of any of the documents
included in any Mortgage File or (ii) the collectability, insurability,
effectiveness or suitability of any of the documents in any Mortgage
File.
Upon
receipt of written request from the Trustee, the Custodian shall as soon
as
practicable supply the Trustee with a list of all of the documents relating
to
the Mortgage Loans missing from the Mortgage Files.
Section
2.4. Notification
of Breaches of Representations and Warranties.
Upon
discovery by the Custodian of a breach of any representation or warranty
made by
the Depositor as set forth in the Pooling and Servicing Agreement with respect
to a Mortgage Loan relating to a Mortgage File, the Custodian shall give
prompt
written notice to the Depositor, the related Servicer and the
Trustee.
Section
2.5. Custodian
to Cooperate: Release of Mortgage Files.
Upon
receipt of written notice from the Trustee that the Seller has repurchased
a
Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement,
and
that the purchase price therefore has been deposited in the Master Servicer
Collection Account or the Distribution Account, then the Custodian agrees
to
promptly release to the Seller the related Mortgage File.
Upon
the
Custodian’s receipt of a request for release (a “Request for Release”)
substantially in the form of Exhibit D to the Pooling and Servicing Agreement
signed by a Servicing Officer of the related Servicer, stating that it has
received payment in full of a Mortgage Loan or that payment in full will
be
escrowed in a manner customary for such purposes, the Custodian agrees promptly
to release to the related Servicer, the related Mortgage File. The Depositor
shall deliver to the Custodian and the Custodian agrees to accept the Mortgage
Note and other documents constituting the Mortgage File with respect to any
Substitute Mortgage Loan.
From
time
to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan,
including, for this purpose, collection under any Primary Insurance Policy,
the
related Servicer, (or if the Servicer does not, the Master Servicer) shall
deliver to the Custodian a Request for Release signed by a Servicing Officer
requesting that possession of all of the Mortgage File be released to the
related
Servicer
and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan
under
any of the Insurance Policies. Upon receipt of the foregoing, the Custodian
shall deliver the Mortgage File to the related Servicer. The related Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefore by the related Servicer
no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in
the
Master Servicer Collection Account or the Distribution Account or (ii) the
Mortgage File or such document has been delivered to an attorney, or to a
public
trustee or other public official as required by law, for purposes of initiating
or pursuing legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non-judicially, and the related Servicer
has delivered to the Custodian a certificate of a Servicing Officer certifying
as to the name and address of the Person to which such Mortgage File or such
document was delivered and the purpose or purposes of such
delivery.
At
any
time that a Servicer is required to deliver to the Custodian a Request for
Release, the Servicer shall deliver two copies of the Request for Release
if
delivered in hard copy or the Servicer may furnish such Request for Release
electronically to the Custodian, in which event the Servicing Officer
transmitting the same shall be deemed to have signed the Request for Release.
In
connection with any Request for Release of a Mortgage File because of a
repurchase of a Mortgage Loan, such Request for Release shall be followed
by an
assignment of mortgage, without recourse, representation or warranty from
the
Trustee to the Seller and the related Mortgage Note shall be endorsed without
recourse, representation or warranty by the Trustee and be returned to the
Seller provided, however, that in the case of a Mortgage Loan that is registered
on the MERS System, no assignment of mortgage or endorsement of the Mortgage
Note by the Trustee shall be required. In connection with any Request for
Release of a Mortgage File because of the payment in full of a Mortgage Loan,
such Request for Release shall be accompanied by a certificate of satisfaction
or other similar instrument to be executed by or on behalf of the Trustee
and
returned to the related Servicer.
Section
2.6. Assumption
Agreements.
In the
event that any assumption agreement, substitution of liability agreement
or sale
of servicing agreement is entered into with respect to any Mortgage Loan
subject
to this Agreement in accordance with the terms and provisions of the Pooling
and
Servicing Agreement, the Master Servicer, to the extent provided in the related
Servicing Agreement, shall cause the related Servicer to notify the Custodian
that such assumption or substitution agreement has been completed by forwarding
to the Custodian the original of such assumption or substitution agreement,
which shall be added to the related Mortgage File and, for all purposes,
shall
be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting parts thereof.
ARTICLE
III
Section
3.1. Custodian
as Bailee and Agent of the Trustee.
With
respect to each Mortgage Note, Mortgage and other documents constituting
each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and custodial agent of the Trustee and has no instructions to
hold
any Mortgage Note or Mortgage for the benefit of any person other than the
Trustee and the Certificateholders and undertakes to perform such duties
and
only such duties as are specifically set forth in this Agreement and in the
Pooling and Servicing Agreement. Except upon compliance with the provisions
of
Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File
shall
be delivered by the Custodian to the Depositor, the Servicers or the Master
Servicer or otherwise released from the possession of the
Custodian.
Section
3.2. Custodian
May Own Mortgage Pass-Through Certificates.
The
Custodian in its individual or any other capacity may become the owner or
pledgee of Mortgage Pass-Through Certificates with the same rights it would
have
if it were not Custodian.
Section
3.3. Master
Servicer to Pay Custodian’s Fees and Expenses.
The
Master Servicer covenants and agrees to pay to the Custodian from time to
time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse
the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly
in
its employ), except any such expense, disbursement or advance as may arise
from
its negligence or bad faith or to the extent that such cost or expense is
indemnified by the Depositor pursuant to the Pooling and Servicing Agreement.
Section
3.4. Custodian
May Resign; Trustee May Remove Custodian.
The
Custodian may resign from the obligations and duties hereby imposed upon
it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such written notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt written
notice
thereof to the Depositor, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian and one copy
to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and
have
accepted appointment within 30 days after the giving of such written notice
of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The
Trustee may remove the Custodian at any time with the consent of the Master
Servicer. In such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision
or
examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.6 and shall be unaffiliated with the
Servicer, or the Depositor.
Any
resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.4 shall become effective
upon acceptance of appointment by the successor Custodian. The Trustee shall
give prompt notice to the Depositor and the Master Servicer of the appointment
of any successor Custodian. No successor Custodian shall be appointed by
the
Trustee without the prior approval of the Depositor and the Master
Servicer.
Section
3.5. Merger
or Consolidation of Custodian.
Any
Person into which the Custodian may be merged or converted or with which
it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section
3.6. Representations
of the Custodian.
The
Custodian hereby represents that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $15,000,000 and is qualified to do business
in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE
IV
Section
4.1. Intent
of the Parties; Reasonableness.
The
parties hereto acknowledge and agree that the purpose of this Article IV
is to
facilitate compliance by the Depositor with the provisions of Regulation
AB and
related rules and regulations of the Commission. The Depositor shall not
exercise its right to request delivery of information or other performance
under
these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of
the
Commission under the Securities Act and the Exchange Act. Each of the parties
hereto acknowledges that interpretations of the requirements of Regulation
AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the mortgage-backed
securities markets, advice of counsel, or otherwise, and agrees to comply
with
requests made by the Depositor in good faith for delivery of information
under
these provisions on the basis of evolving interpretations of Regulation AB.
The
Custodian shall cooperate reasonably with the Depositor to deliver to the
Depositor (including any of its assignees or designees), any and all disclosure,
statements, reports, certifications, records and any other information necessary
in the reasonable, good faith determination of the Depositor to permit the
Depositor to comply with the provisions of Regulation AB.
Section
4.2. Additional
Representations and Warranties of the Custodian.
(a) The
Custodian hereby represents and warrants that the information set forth in
the
Prospectus Supplement under the caption “Description of the Certificates - The
Custodians” (the “Custodian Disclosure”) does not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of
the circumstances under which they were made, not misleading.
(b) The
Custodian shall be deemed to represent to the Depositor as of the date hereof
and on each date on which information is provided to the Depositor under
Section
4.3 that, except as disclosed in writing to the Depositor prior to such date:
(i) there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under
this
Agreement or any other Securitization Transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it; and (iii) there are no affiliations,
relationships or transactions relating to the Custodian with respect to the
Depositor or any sponsor, seller, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
Securitization Transaction contemplated by the Agreement, as identified by
the
Depositor to the Custodian in writing as of the Closing Date (each, a
“Transaction Party”).
(c) If
so
requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in paragraph (a)
of
this Section or, if any such representation and warranty is not accurate
as of
the date of such confirmation, provide reasonably adequate disclosure of
the
pertinent facts, in writing, to the requesting party. Any such request from
the
Depositor shall not be given more than once each calendar quarter, unless
the
Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
4.3. Additional
Information to Be Provided by the Custodian.
For so
long as the Certificates are outstanding, for the purpose of satisfying the
Depositor's reporting obligation under the Exchange Act with respect to any
class of Certificates, the Custodian shall (a) notify the Depositor in writing
of any material litigation or governmental proceedings pending against the
Custodian that would be material to Certificateholders, and (b) provide to
the
Depositor a written description of such proceedings. Any notices and
descriptions required under this Section 4.3 shall be given no later than
five
Business Days prior to the Determination Date following the month in which
the
Custodian has knowledge of the occurrence of the relevant event. As of the
date
the Depositor or Master Servicer files each Report on Form 10-D or Form 10-K
with respect to the Certificates, the Custodian will be deemed to represent
that
any information previously provided under this Section 4.3, if any, is
materially correct and does not have any material omissions unless the Custodian
has provided an update to such information.
Section
4.4. Report
on Assessment of Compliance and Attestation.
On or
before March 15 of each calendar year, the Custodian shall:
(i) deliver
to the Master Servicer, the Securities Administrator and the Depositor a
report
(in form and substance reasonably satisfactory to the Master Servicer, the
Securities Administrator and the Depositor) regarding the Custodian’s assessment
of compliance with the Servicing Criteria during the immediately preceding
calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange
Act and
Item 1122 of Regulation AB. Such report shall be addressed to the Master
Servicer, the Securities Administrator and the Depositor and signed by an
authorized officer of the Custodian, and shall address each of the Servicing
Criteria specified on a certification substantially in the form of Exhibit
Four
hereto; and
(ii) deliver
to the Master Servicer, the Securities Administrator and the Depositor a
report
of a registered public accounting firm reasonably acceptable to the Master
Servicer, the Securities Administrator and the Depositor that attests to,
and
reports on, the assessment of compliance made by the Custodian and delivered
pursuant to the preceding paragraph. Such attestation shall be in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
Act and
the Exchange Act.
Section
4.5. Indemnification;
Remedies.
The
Custodian shall indemnify the Depositor, each affiliate of the Depositor,
the
Master Servicer, the Trustee and each broker dealer acting as underwriter,
placement agent or initial purchaser of the Certificates or each Person who
controls any of such parties (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees and agents of each of the foregoing, and shall
hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments,
and
any other costs, fees and expenses that any of them may sustain arising out
of
or based upon:
(1) (A)
any
untrue statement of a material fact contained or alleged to be contained
in the
Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
of
the Custodian (collectively, the “Custodian Information”), or (B) the omission
or alleged omission to state in the Custodian Information a material fact
required to be stated in the Custodian Information or necessary in order
to make
the statements therein, in the light of the circumstances under which they
were
made, not misleading; or
(2) any
failure by the Custodian to deliver any information, report, certification,
accountants’ attestation or other material when and as required under this
Article IV.
(iii) In
the
case of any failure of performance described in clause (ii) of Section 4.5(a),
the Custodian shall promptly reimburse the Depositor for all costs reasonably
incurred by the Depositor in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required
by the Custodian.
ARTICLE
V
Section
5.1. Notices.
All
notices, requests, consents and demands and other communications required
under
this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered or certified
mail, postage prepaid, return receipt requested, at the addresses specified
on
the signature page hereof (unless changed by the particular party whose address
is stated herein by similar notice in writing).
Section
5.2. Amendments.
No
modification or amendment of or supplement to this Agreement shall be valid
or
effective unless the same is in writing and signed by all parties hereto,
and
neither the Depositor, the Master Servicer nor the Trustee shall enter into
any
amendment hereof except as permitted by the Pooling and Servicing Agreement.
The
Trustee shall give prompt notice to the Custodian of any amendment or supplement
to the Pooling and Servicing Agreement and furnish the Custodian with written
copies thereof.
Section
5.3. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION
5-1401 AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY
THE LAWS OF THE STATE OF NEW YORK.
Section
5.4. Recordation
of Agreement.
To the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording
office
or elsewhere, such recordation to be effected by the Depositor and at the
Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Depositor to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any
number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
5.5. Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the holders thereof.
[Signature
Page Follows]
|
Address:
Xxx
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxx,
XX 00000
|
U.S.
BANK NATIONAL ASSOCIATION, not individually but solely as
Trustee
By:__________________________________
Name:
Title:
|
|
Address:
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
By:__________________________________
Name:
Title:
|
|
Address:
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer
By:__________________________________
Name:
Title:
|
|
Address:
0000
00xx Xxxxxx Xxxxxxxxx
Xxxxxxxxxxx,
XX 00000
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
By:__________________________________
Name:
Title:
|
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
31st
day of
May 2006 before me, a notary public in and for said State, personally appeared
___________________ known to me to be a(n)____________________ of U.S. Bank
National Association that executed the within instrument, and also known
to me
to be the person who executed it on behalf of said national banking association
and acknowledged to me that such national banking association executed the
within instrument.
________________________________
Notary
Public
[SEAL]
|
STATE
OF MARYLAND
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF XXXXXX
|
)
|
On
the
31stday
of
May 2006 before me, a notary public in and for said State, personally appeared
_______________________, known to me to be a(n)____________________ of Xxxxx
Fargo Bank, National Association, a national banking association that executed
the within instrument, and also known to me to be the person who executed
it on
behalf of said national banking association, and acknowledged to me that
such
national banking association executed the within instrument.
|
________________________________
Notary
Public
|
[SEAL]
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
31st
day of
May 2006 before me, a notary public in and for said State, personally appeared
________________________,
known
to me to be a(n)_________________________ of Structured Asset Mortgage
Investments II Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said corporation, and acknowledged to me that such corporation executed the
within instrument.
|
________________________________
Notary
Public
|
[Notarial
Seal]
|
STATE
OF MINNESOTA
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF HENNEPIN
|
)
|
On
the
31st
day of
May 2006 before me, a notary public in and for said State, personally appeared
___________ ____,
known to me to be a _______________ of Xxxxx Fargo Bank, National Association,
one of the national banking associations that executed the within instrument,
and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such national banking association
executed the within instrument.
|
________________________________
Notary
Public
|
[Notarial
Seal]
EXHIBIT
ONE
FORM
OF
CUSTODIAN INITIAL CERTIFICATION
May
31,
2006
|
U.S.
Bank National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
XX 00000
|
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
Attention:
Structured Asset Mortgage Investments II Inc.
Prime
Mortgage Trust, Mortgage Pass-Through Certificates, Series 2006-1
|
Re:
|
Custodial
Agreement, dated as of May 31, 2006, by and among U.S. Bank National
Association,
Structured
Asset Mortgage Investments II Inc. and Xxxxx Fargo Bank, National
Association
relating
to Prime Mortgage Trust 2006-1,
Mortgage Pass-Through Certificates, Series
2006-1
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
(which contains an original Mortgage Note or lost note affidavit) to the
extent
required in Section 2.01 of the Pooling and Servicing Agreement with respect
to
each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
By:_______________________________
Name:
Title:
EXHIBIT
TWO
FORM
OF
CUSTODIAN INTERIM CERTIFICATION
___________,
20__
|
U.S.
Bank National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
XX 00000
|
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
Attention:
Structured Asset Mortgage Investments II Inc.
Prime
Mortgage Trust, Mortgage Pass-Through Certificates, Series 2006-1
Re:
Custodial
Agreement, dated as of May 31, 2006, by and among U.S. Bank National
Association,
Structured
Asset Mortgage Investments II Inc. and Xxxxx Fargo Bank, National Association
relating
to Prime Mortgage Trust 2006-1, Mortgage
Pass-Through Certificates, Series 2006-1
Ladies
and Gentlemen:
In
accordance with Section 2.3(b) of the above-captioned Custodial Agreement,
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
By:_______________________________________
Name:____________________________________
Title:_____________________________________
EXHIBIT
THREE
FORM
OF
CUSTODIAN FINAL CERTIFICATION
_______,
20__
|
U.S.
Bank National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
XX 00000
|
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
Attention:
Structured Asset Mortgage Investments II Inc.
Prime
Mortgage Trust 2006-1, Mortgage Pass-Through Certificates, Series
2006-1
|
Re:
|
Custodial
Agreement, dated as of May 31, 2006, by and among U.S. Bank National
Association, Structured Asset
|
Mortgage
Investments II Inc. and Xxxxx Fargo Bank, National Association relating to
Prime
Mortgage Trust
2006-1,
Mortgage
Pass-Through Certificates, Series
2006-1
Ladies
and Gentlemen:
In
accordance with Section 2.3 of the above-captioned Custodial Agreement and
subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified in the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement or in the Pooling and Servicing
Agreement, as applicable.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
By:____________________________
Name:__________________________
Title:___________________________
SCHEDULE
A
MORTGAGE
LOAN SCHEDULE
(Provided
upon Request)
EXHIBIT
FOUR
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address,
at a
minimum, the criteria identified below as “Applicable Servicing
Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the pool assets are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
|
|
Cash
Collection and Administration
|
||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances are made,
reviewed and approved as specified in the transaction
agreements.
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institutions” with respect
to a foreign financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange
Act.
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliations; and (D) contain explanations for reconciling items,
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
|
|
Investor
Remittances and Reporting
|
||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements, (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors; or the trustee’s records as to the total unpaid principal
balance and number of pool assets serviced by the
servicer.
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
|
|
Pool
Asset Administration
|
||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related asset pool documents.
|
√
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements.
|
√
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements
|
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
|
|
1122(d)(4)(v)
|
The
servicer’s records regarding the pool assets agree with the servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s pool asset (e.g., loan
modifications or re-agings) are made, reviewed and approved by
authorized
personnel in accordance with the transaction agreements and related
pool
asset documents.
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation of recovery actions (e.g., forbearance plans, modifications
and
deed in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
documents.
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.,
Such
records are maintained in at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts);
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 3-
calendar
days of full repayment of the related pool asset, or such other
number of
days specified in the transaction agreements.
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax ore insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the service at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible funds are recognized and recorded
in
accordance with the transaction agreements.
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in item 1114(a)(1)
through (3) or item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
|
EXHIBIT
H
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of May 31, 2006, as amended and supplemented
by any and all amendments hereto (collectively, the “Agreement”),
by
and between EMC MORTGAGE CORPORATION, a Delaware corporation (the “Seller”)
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the
“Purchaser”).
Upon
the
terms and subject to the conditions of this Agreement, the Seller agrees
to
sell, and the Purchaser agrees to purchase, certain conventional, first lien
mortgage loans secured primarily by one- to four-family residential properties,
an interest in shares issued by a cooperative apartment corporation and the
related proprietary lease and individual condominium units (collectively,
the
“Mortgage
Loans”)
as
described herein. The Purchaser intends to deposit the Mortgage Loans into
a
trust fund (the “Trust
Fund”)
and
create Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2006-1
(the “Certificates”),
under
a pooling and servicing agreement, to be dated as of May 1, 2006 (the
“Pooling
and Servicing Agreement”),
among
the Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master
servicer and securities administrator, U.S. Bank National Association, as
trustee (the “Trustee”)
and
EMC Mortgage Corporation, as seller.
The
Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
a
registration statement on Form S-3 (Number 333-106323) relating to its
Mortgage
Pass-Through Certificates
and the
offering of certain series thereof (including certain classes of the Mortgage
Pass-Through Certificates) from time to time in accordance with Rule 415
under
the Securities Act of 1933, as amended, and the rules and regulations of
the
Commission promulgated thereunder (the “Securities
Act”).
Such
registration statement, when it became effective under the Securities Act,
and
the prospectus relating to the public offering of certain classes of the
Mortgage Pass-Through Certificates by the Purchaser (the “Public
Offering”),
as
each may be amended or supplemented from time to time pursuant to the Securities
Act or otherwise, are referred to herein as the “Registration
Statement”
and
the
“Prospectus,”
respectively. The “Term
Sheet Supplement”
shall
mean the free writing prospectus, dated May 12, 2006. The
“Prospectus
Supplement”
shall
mean the final supplement, dated May 30, 2006, to the Prospectus, dated
March
28,
2006,
relating to certain classes of the Certificates. With
respect to the Public Offering of certain classes of the Certificates, the
Purchaser and Bear, Xxxxxxx & Co. Inc. (“Bear
Xxxxxxx”)
have
entered into a terms agreement dated as of May 30, 2006 to an underwriting
agreement dated May 12, 2006, between the Purchaser and Bear Xxxxxxx (together,
the “Underwriting
Agreement”).
Definitions.
Certain
terms are defined herein. Capitalized terms used herein but not defined herein
shall have the meanings specified in the Pooling and Servicing Agreement.
The
following other terms are defined as follows:
Acquisition
Price:
Cash in
an amount equal to $______ (plus $______ in accrued interest)1 .
Bear
Xxxxxxx:
Bear,
Xxxxxxx & Co. Inc.
Closing
Date:
May 31,
2006.
Cut-off
Date:
May 1,
2006.
Cut-off
Date Balance:
Shall
mean $286,444,709.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Substitute Mortgage
Loan.
Due
Date:
With
respect to each Mortgage Loan, the date in each month on which its scheduled
payment is due if such due date is the first day of a month and otherwise
is
deemed to be the first day of the following month or such other date specified
in the related Servicing Agreement.
Fitch:
Fitch,
Inc. or its successor in interest.
Master
Servicer:
Xxxxx
Fargo Bank, National Association.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
Mortgage:
The
mortgage or deed of trust creating a first lien on an interest in real property
securing a Mortgage Note.
Mortgage
File:
The
items referred to in Exhibit
1
pertaining to a particular Mortgage Loan and any additional documents required
to be added to such documents pursuant to this Agreement.
Mortgage
Interest Rate:
The
annual rate of interest borne by a Mortgage Note as stated therein.
Mortgagor:
The
obligor(s) on a Mortgage Note.
Net
Rate:
For
each Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less
the
Servicing Fee Rate and the Lender-Paid PMI Rate (if applicable).
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Seller or the Purchaser,
reasonably acceptable to the Trustee.
Person:
Any
legal person, including any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Purchase
Price:
With
respect to any Mortgage Loan (or any property acquired with respect thereto)
required to be repurchased by the Seller pursuant to this Agreement or Article
II of the Pooling and Servicing Agreement, an amount equal to the sum of
(i)(a)
100% of the Outstanding Principal Balance of such Mortgage Loan as of the
date
of repurchase (or if the related Mortgaged Property was acquired with respect
thereto, 100% of the Outstanding Principal Balance at the date of the
acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal
Balance at the related Mortgage Interest Rate, through and including the
last
day of the month of repurchase, plus (c) any unreimbursed Monthly Advances
and
servicing advances payable to the Servicer of the Mortgage Loan and (ii)
any
costs and damages (if any) incurred by the Trust in connection with any
violation of such Mortgage Loan of any anti-predatory lending laws.
Rating
Agencies:
Fitch
and S&P, each a “Rating
Agency.”
Securities
Act:
The
Securities Act of 1933, as amended.
Security
Instrument:
A
written instrument creating a valid first lien on a Mortgaged Property securing
a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
deed to secure debt or security deed, including any riders or addenda
thereto.
Servicing
Agreements:
Shall
have the meaning assigned to such term in the Pooling and Servicing
Agreement.
Standard
& Poor’s or S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. or its
successors in interest.
Substitute
Mortgage Loan:
A
mortgage loan substituted for a Deleted Mortgage Loan which must meet on
the
date of such substitution the requirements stated herein and in the Pooling
and
Servicing Agreement; upon such substitution, such mortgage loan shall be
a
“Mortgage Loan” hereunder.
Value:
The
value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property
set
forth in an appraisal accepted by the applicable originator of the Mortgage
Loan
or (ii) the sales price of such property at the time of
origination.
Purchase
and Sale of the Mortgage Loans and Related Rights.
(a)
Upon
satisfaction of the conditions set forth in Section 10 hereof, the Seller
agrees
to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate
outstanding principal balance as of the Cut-off Date equal to the Cut-off
Date
Balance.
(b) The
closing for the purchase and sale of the Mortgage Loans and the closing for
the
issuance of the Mortgage Pass-Through Certificates will take place on the
Closing Date at the office of the Purchaser’s counsel in New York, New York or
such other place as the parties shall agree.
(c) Upon
the
satisfaction of the conditions set forth in Section 10 hereof, on the Closing
Date, the Purchaser shall pay to the Seller the Acquisition Price for the
Mortgage Loans in immediately available funds by wire transfer to such account
or accounts as shall be designated by the Seller.
(d) In
addition to the foregoing, on the Closing Date the Seller assigns to the
Purchaser all of its right, title and interest in the Servicing Agreements
(other than its right to enforce the representations and warranties set forth
therein).
Mortgage
Loan Schedules.
The
Seller agrees to provide to the Purchaser as of the Cut-off Date a preliminary
listing of the Mortgage Loans (the “Preliminary
Mortgage Loan Schedule”)
setting forth the information listed on Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Seller.
If there are changes to the Preliminary Mortgage Loan Schedule, the Seller
shall
provide to the Purchaser as of the Closing Date a final schedule (the
“Final
Mortgage Loan Schedule”)
setting forth the information listed on Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Seller
to
the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the
Purchaser on the Closing Date, shall be attached to an amendment to this
Agreement to be executed on the Closing Date by the parties hereto and shall
be
in form and substance mutually agreed to by the Seller and the Purchaser
(the
“Amendment”).
If
there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary
Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all
purposes hereof.
Mortgage
Loan Transfer.
(a) The
Purchaser will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans due after the Cut-off Date (regardless of when actually
collected) and all payments thereon, other than scheduled principal and interest
due on or before the Cut-off Date but received after the Cut-off Date. The
Seller will be entitled to all scheduled payments of principal and interest
on
the Mortgage Loans due on or before the Cut-off Date (including payments
collected after the Cut-off Date) and all payments thereon, other than scheduled
principal and interest due after the Cut-off Date but received on or before
the
Cut-off Date. Such principal amounts and any interest thereon belonging to
the
Seller as described above will not be included in the aggregate outstanding
principal balance of the Mortgage Loans as of the Cut-off Date as set forth
on
the Final Mortgage Loan Schedule.
(b) Pursuant
to various conveyancing documents to be executed on the Closing Date and
pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
on
the Closing Date all of its right, title and interest in and to the Mortgage
Loans to the Trustee for the benefit of the Certificateholders. In connection
with the transfer and assignment of the Mortgage Loans, the Seller has delivered
or will deliver or cause to be delivered to the Trustee by the Closing Date
or
such later date as is agreed to by the Purchaser and the Seller (each of
the
Closing Date and such later date is referred to as a “Mortgage
File Delivery Date”),
the
items of each Mortgage File, provided,
however,
that in
lieu of the foregoing, the Seller may deliver the following documents, under
the
circumstances set forth below: (w) in lieu of the original Security Instrument,
assignments to the Trustee or intervening assignments thereof which have
been
delivered, are being delivered or will, upon receipt of recording information
relating to the Security Instrument required to be included thereon, be
delivered to recording offices for recording and have not been returned to
the
Seller in time to permit their delivery as specified above, the Seller may
deliver a true copy thereof with a certification by the Seller, on the face
of
such copy, substantially as follows: “Certified to be a true and correct copy of
the original, which has been transmitted for recording”; (x) in lieu of the
Security Instrument, assignments to the Trustee or intervening assignments
thereof, if the applicable jurisdiction retains the originals of such documents
(as evidenced by a certification from the Seller to such effect) the Seller
may
deliver photocopies of such documents containing an original certification
by
the judicial or other governmental authority of the jurisdiction where such
documents were recorded; (y) in lieu of the Mortgage Notes relating to the
Mortgage Loans, each identified in the list delivered by the Purchaser to
the
Trustee on the Closing Date and attached hereto as Exhibit 5, the Seller
may
deliver lost note affidavits and indemnities of the Seller; and (z) the Seller
shall not be required to deliver intervening assignments or Mortgage Note
endorsements between the related Underlying Seller and the Seller, between
the
Seller and the Depositor, and between the Depositor and the Trustee; and
provided further, however, that in the case of Mortgage Loans which have
been
prepaid in full after the Cut-off Date and prior to the Closing Date, the
Seller, in lieu of delivering the above documents, may deliver to the Trustee
a
certification by the Seller or the Master Servicer to such effect and shall
deposit all amounts paid in respect of such Mortgage Loans in the Master
Servicer Collection Account on the Closing Date. The Seller shall deliver
such
original documents (including any original documents as to which certified
copies had previously been delivered) or such certified copies to the Trustee
promptly after they are received. The Seller shall cause the Mortgage and
intervening assignments, if any, and the assignment of the Security Instrument
to be recorded not later than 180 days after the Closing Date, unless such
assignment is not required to be recorded under the terms set forth in Section
6(a) hereof.
(c) In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
expense, within 30 days after the Closing Date, the MERS® System to indicate
that such Mortgage Loans have been assigned by the Seller to the Purchaser
and
by the Purchaser to the Trustee in accordance with this Agreement for the
benefit of the Certificateholders by including (or deleting, in the case
of
Mortgage Loans which are repurchased in accordance with this Agreement) in
such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Mortgage Pass-Through Certificates issued in connection with such Mortgage
Loans. The Seller further agrees that it will not, and will not permit any
Servicer or the Master Servicer, and the Master Servicer agrees that it will
not, alter the codes referenced in this paragraph with respect to any Mortgage
Loan during the term of the Pooling and Servicing Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of the Pooling
and Servicing Agreement.
(d) The
Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans
and the related servicing will ultimately be assigned to U.S. Bank National
Association, as Trustee for the Holders of the Mortgage, on the date
hereof.
(a) On
or
before the Mortgage File Delivery Date, the Seller will have made the Mortgage
Files available to the Purchaser or its agent for examination which may be
at
the offices of the Trustee or the Seller and/or the Seller’s custodian. The fact
that the Purchaser or its agent has conducted or has failed to conduct any
partial or complete examination of the Mortgage Files shall not affect the
Purchaser’s rights to demand cure, repurchase, substitution or other relief as
provided in this Agreement. In furtherance of the foregoing, the Seller shall
make the Mortgage Files available to the Purchaser or its agent from time
to
time so as to permit the Purchaser to confirm the Seller’s compliance with the
delivery and recordation requirements of this Agreement and the Pooling and
Servicing Agreement. In addition, upon request of the Purchaser, the Seller
agrees to provide to the Purchaser, Bear Xxxxxxx and to any investors or
prospective investors in the Mortgage Pass-Through Certificates information
regarding the Mortgage Loans and their servicing, to make the Mortgage Files
available to the Purchaser, Bear Xxxxxxx and to such investors or prospective
investors (which may be at the offices of the Seller and/or the Seller’s
custodian) and to make available personnel knowledgeable about the Mortgage
Loans for discussions with the Purchaser, Bear Xxxxxxx and such investors
or
prospective investors, upon reasonable request during regular business hours,
sufficient to permit the Purchaser, Bear Xxxxxxx and such investors or potential
investors to conduct such due diligence as any such party reasonably believes
is
appropriate.
(b) Pursuant
to the Pooling and Servicing Agreement, on the Closing Date the Custodian,
on
behalf of the Trustee, for the benefit of the Pass-Through Certificates,
will
acknowledge receipt of each Mortgage Loan by delivery to the Seller, the
Purchaser and the Trustee of an initial certification in the form attached
as
Exhibit One to the Custodial Agreement.
(c) Pursuant
to the Pooling and Servicing Agreement, within 90 days of the Closing Date
(or,
with respect to any Substitute Mortgage Loan, within five Business Days after
the receipt by the Trustee or Custodian thereof), the Trustee will review
or
shall cause the Custodian to review items of the Mortgage Files as set forth
on
Exhibit
1
and will
deliver to the Seller, the Purchaser and the Trustee an interim certification
substantially in the form of Exhibit Two to the Custodial Agreement. If the
Trustee or Custodian, as its agent, finds any document listed on Exhibit
1
not to
have been executed or received, or to be unrelated, determined on the basis
of
the Mortgagor name, original principal balance and loan number, to the Mortgage
Loans identified in the Final Mortgage Loan Schedule or to appear defective
on
its face (a “Material
Defect”),
the
Trustee or the Custodian, as its agent, shall promptly notify the Seller
of such
Material Defect. The Seller shall correct or cure any such Material Defect
within 90 days from the date of notice from the Trustee or the Custodian,
as its
agent, of the Material Defect and if the Seller fails to correct or cure
such
Material Defect within such period and such defect materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the Seller will, in accordance with the terms of the Pooling and Servicing
Agreement, within 90 days of the date of notice, provide the Trustee with
a
Substitute Mortgage Loan (if within two years of the Closing Date) or purchase
the related Mortgage Loan at the applicable Purchase Price; provided
that,
if such
defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
substitution must occur within 90 days from the date such breach was discovered;
provided, however,
that if
such defect relates solely to the inability of the Seller to deliver the
original Security Instrument or intervening assignments thereof, or a certified
copy because the originals of such documents, or a certified copy, have not
been
returned by the applicable jurisdiction, the Seller shall not be required
to
purchase such Mortgage Loan if the Seller delivers such original documents
or
certified copy promptly upon receipt, but in no event later than 360 days
after
the Closing Date. The foregoing repurchase obligation shall not apply in
the
event that the Seller cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable
jurisdiction because such document has not been returned by such office;
provided that the Seller shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate confirming
that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, as its agent, shall be effected by the Seller within
thirty days of its receipt of the original recorded document.
(d) Pursuant
to the Pooling and Servicing Agreement, within 180 days of the Closing Date
(or,
with respect to any Substitute Mortgage Loan, within five Business Days after
the receipt by the Trustee or Custodian thereof) the Trustee will review
or
cause the Custodian to review items of the Mortgage Files as set forth on
Exhibit
1
and will
deliver to the Seller, the Purchaser and the Trustee a final certification
substantially in the form of Exhibit Three to the Custodial Agreement. If
the
Trustee or Custodian, as its agent, finds a Material Defect, the Trustee
or the
Custodian, as its agent, shall promptly notify the Seller of such Material
Defect. The Seller shall correct or cure any such Material Defect within
90 days
from the date of notice from the Trustee or the Custodian, as its agent,
of the
Material Defect and if the Seller fails to correct or cure such Material
Defect
within such period and such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Seller
will, in accordance with the terms of the Pooling and Servicing Agreement,
within 90 days of the date of notice, provide the Trustee with a Substitute
Mortgage Loan (if within two years of the Closing Date) or purchase the related
Mortgage Loan at the applicable Purchase Price; provided
that,
if such
defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
substitution must occur within 90 days from the date such breach was discovered;
provided, however,
that if
such defect relates solely to the inability of the Seller to deliver the
original Security Instrument or intervening assignments thereof, or a certified
copy because the originals of such documents, or a certified copy, have not
been
returned by the applicable jurisdiction, the Seller shall not be required
to
purchase such Mortgage Loan if the Seller delivers such original documents
or
certified copy promptly upon receipt, but in no event later than 360 days
after
the Closing Date. The foregoing repurchase obligation shall not apply in
the
event that the Seller cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable
jurisdiction because such document has not been returned by such office;
provided that the Seller shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate confirming
that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, as its agent, shall be effected by the Seller within
thirty days of its receipt of the original recorded document.
(e) At
the
time of any substitution, the Seller shall deliver or cause to be delivered
the
Substitute Mortgage Loan, the related Mortgage File and any other documents
and
payments required to be delivered in connection with a substitution pursuant
to
the Pooling and Servicing Agreement. At the time of any purchase or
substitution, the Trustee in accordance with the terms of the Pooling and
Servicing Agreement shall (i) assign to the Seller and cause the Custodian
to
release the documents (including, but not limited to, the Mortgage, Mortgage
Note and other contents of the Mortgage File) in the possession of the Custodian
relating to the Deleted Mortgage Loan and (ii) execute and deliver such
instruments of transfer or assignment, in each case without recourse, as
shall
be necessary to vest in the Seller title to such Deleted Mortgage
Loan.
(a) The
Seller shall cause each assignment of the Security Instrument from the Seller
to
the Trustee to be recorded not later than 180 days after the Closing Date,
unless (a) such recordation is not required by the Rating Agencies or an
Opinion
of Counsel has been provided to the Trustee (with a copy to the Custodian)
which
states that the recordation of such assignments is not necessary to protect
the
interests of the Certificateholders in the related Mortgage Loans or (b)
MERS is
identified on the Mortgage or a properly recorded assignment of the Mortgage,
as
the Mortgagee of record solely as nominee for the Seller and its successors
and
assigns; provided,
however,
notwithstanding the foregoing, each assignment shall be submitted for recording
by the Seller in the manner described above, at no expense to the Trust or
Trustee, upon the earliest to occur of (i) reasonable direction by the Holders
of Mortgage Pass-Through Certificates evidencing Fractional Undivided Interests
aggregating not less than 25% of the portion of the Trust related to such
Classes, (ii) the occurrence of an Event of Default, (iii) the occurrence
of a
bankruptcy, insolvency or foreclosure relating to the Seller and (iv) the
occurrence of a servicing transfer as described in Section 8.02 of the Pooling
and Servicing Agreement.
While
each such Mortgage or assignment is being recorded, if necessary, the Seller
shall leave or cause to be left with the Trustee a certified copy of such
Mortgage or assignment. All customary recording fees and reasonable expenses
relating to the recordation of the assignments of mortgage to the Trustee
or the
Opinion of Counsel, as the case may be, shall be borne by the
Seller.
(b) It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Seller to the Purchaser, as contemplated by this Agreement be, and
be
treated as, a sale. It is, further, not the intention of the parties that
such
conveyance be deemed a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. However, in
the
event that, notwithstanding the intent of the parties, the Mortgage Loans
are
held by a court to continue to be property of the Seller, then (a) this
Agreement shall also be deemed to be a security agreement within the meaning
of
Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer
of
the Mortgage Loans provided for herein shall be deemed to be a grant by the
Seller to the Purchaser of a security interest in all of the Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, to the extent the Purchaser
would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
to
Section 4 hereof, including all amounts, other than investment earnings,
from
time to time held or invested in any accounts created pursuant to the Pooling
and Servicing Agreement, whether in the form of cash, instruments, securities
or
other property; (c) the possession by the Purchaser or the Trustee of Mortgage
Notes and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “possession by the
secured party” for purposes of perfecting the security interest pursuant to
Section 9-313 (or comparable provision) of the applicable Uniform Commercial
Code; and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the
Purchaser for the purpose of perfecting such security interest under applicable
law. Any assignment of the interest of the Purchaser pursuant to any provision
hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed
to be an assignment of any security interest created hereby. The Seller and
the
Purchaser shall, to the extent consistent with this Agreement, take such
actions
as may be reasonably necessary to ensure that, if this Agreement were deemed
to
create a security interest in the Mortgage Loans, such security interest
would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the Pooling and
Servicing Agreement.
Representations
and Warranties of Seller
Concerning the Mortgage Loans.
The
Seller hereby represents and warrants to the Purchaser as of the Closing
Date,
or such other date as may be specified below with respect to each Mortgage
Loan
being sold by it, that:
(i) the
information set forth in the Mortgage Loan Schedule attached hereto is true
and
correct in all material respects and the information provided to the Rating
Agencies, including the Mortgage Loan level detail, is true and correct
according to the Rating Agency requirements;
(ii) immediately
prior to the transfer to the Purchaser, the Seller was the sole owner of
beneficial title and holder of each Mortgage and Mortgage Note relating to
the
Mortgage Loans and is conveying the same free and clear of any and all liens,
claims, encumbrances, participation interests, equities, pledges, charges
or
security interests of any nature and the Seller has full right and authority
to
sell or assign the same pursuant to this Agreement;
(iii) Each
Mortgage Loan at the time it was made complied in all material respects with
all
applicable laws and regulations, including, without limitation, usury, equal
credit opportunity, disclosure and recording laws and all applicable
anti-predatory lending laws; and each Mortgage Loan has been serviced in
all
material respects in accordance with all applicable laws and regulations,
including, without limitation, usury, equal credit opportunity, disclosure
and
recording laws and all applicable anti-predatory lending laws and the terms
of
the related Mortgage Note, the Mortgage and other loan documents;
(iv) there
is
no monetary default existing under any Mortgage or the related Mortgage Note
and
there is no material event which, with the passage of time or with notice
and
the expiration of any grace or cure period, would constitute a default, breach
or event of acceleration; and neither the Seller, any of its affiliates nor
any
servicer of any related Mortgage Loan has taken any action to waive any default,
breach or event of acceleration; and no foreclosure action is threatened
or has
been commenced with respect to the Mortgage Loan;
(v) the
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, (i) if required by
law
in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
the interests of the Trustee on behalf of the Certificateholders;
(vi) no
selection procedure reasonably believed by the Seller to be adverse to the
interests of the Certificateholders was utilized in selecting the Mortgage
Loans;
(vii) each
Mortgage is a valid and enforceable first lien on the property securing the
related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
in
fee simple (except with respect to common areas in the case of condominiums,
PUDs and de minimis
PUDs) or
by leasehold for a term longer than the term of the related Mortgage, subject
only to (i) the lien of current real property taxes and assessments, (ii)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage, such
exceptions being acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal obtained in connection with the
origination of the related Mortgage Loan or referred to in the lender’s title
insurance policy delivered to the originator of the related Mortgage Loan
and
(iii) other matters to which like properties are commonly subject which do
not
materially interfere with the benefits of the security intended to be provided
by such Mortgage;
(viii) there
is
no mechanics’ lien or claim for work, labor or material affecting the premises
subject to any Mortgage which is or may be a lien prior to, or equal with,
the
lien of such Mortgage except those which are insured against by the title
insurance policy referred to in (xiii) below;
(ix) there
was
no delinquent tax or assessment lien against the property subject to any
Mortgage, except where such lien was being contested in good faith and a
stay
had been granted against levying on the property;
(x) there
is
no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the unpaid principal and
interest on such Mortgage Note;
(xi) the
physical property subject to any Mortgage is free of material damage and
is in
good repair and there is no proceeding pending or threatened for the total
or
partial condemnation of any Mortgaged Property;
(xii) the
Mortgaged Property and all improvements thereon comply with all requirements
of
any applicable zoning and subdivision laws and ordinances;
(xiii) a
lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
assurance of title customary in the relevant jurisdiction therefor in a form
acceptable to Xxxxxx Xxx or Xxxxxxx Mac, was issued on the date that each
Mortgage Loan was created by a title insurance company which, to the best
of the
Seller’s knowledge, was qualified to do business in the jurisdiction where the
related Mortgaged Property is located, insuring the Seller and its successors
and assigns that the Mortgage is a first priority lien on the related Mortgaged
Property in the original principal amount of the Mortgage Loan. The Seller
is
the sole insured under such lender’s title insurance policy, and such policy,
binder or assurance is valid and remains in full force and effect, and each
such
policy, binder or assurance shall contain all applicable endorsements including
a negative amortization endorsement, if applicable;
(xiv) At
the
time of origination, each Mortgaged Property was the subject of an appraisal
which conformed to the underwriting requirements of the originator of the
Mortgage Loan and, the appraisal is in a form acceptable to Xxxxxx Mae or
FHLMC.
(xv) the
improvements on each Mortgaged Property securing a Mortgage Loan is insured
(by
an insurer which is acceptable to the Seller) against loss by fire and such
hazards as are covered under a standard extended coverage endorsement in
the
locale in which the Mortgaged Property is located, in an amount which is
not
less than the lesser of the maximum insurable value of the improvements securing
such Mortgage Loan or the outstanding principal balance of the Mortgage Loan,
but in no event in an amount less than an amount that is required to prevent
the
Mortgagor from being deemed to be a co-insurer thereunder; if the improvement
on
the Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the condominium project; if upon origination
of
the related Mortgage Loan, the improvements on the Mortgaged Property were
in an
area identified as a federally designated flood area, a flood insurance policy
is in effect in an amount representing coverage not less than the least of
(i)
the outstanding principal balance of the Mortgage Loan, (ii) the restorable
cost
of improvements located on such Mortgaged Property or (iii) the maximum coverage
available under federal law; and each Mortgage obligates the Mortgagor
thereunder to maintain the insurance referred to above at the Mortgagor’s cost
and expense;
(xvi) each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
(7)
and (9) without reliance on the provisions of Treasury Regulation Section
1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a “qualified
mortgage” notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),
(2),
(4), (5), (6), (7) and (9);
(xvii) none
of
the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
TILA,
which implements the Home Ownership and Equity Protection Act of 1994, as
amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loans under any applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees);
(xviii) the
information set forth in Schedule A of the Prospectus Supplement with respect
to
the Mortgage Loans is true and correct in all material respects;
(xix) no
Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS® Glossary,
which is now Version 5.6d, Appendix E, attached hereto as Exhibit 6 or (b)
was
originated on or after October 1, 2002 through March 6, 2003 and is governed
by
the Georgia Fair Lending Act;
(xx) each
Mortgage Loan was originated in accordance with the underwriting guidelines
of
the related originator;
(xxi) each
original Mortgage has been recorded or is in the process of being recorded in
accordance with the requirements of Section 2.01 of the Pooling and Servicing
Agreement in the appropriate jurisdictions wherein such recordation is required
to perfect the lien thereof for the benefit of the Trust Fund;
(xxii) the
related Mortgage File contains each of the documents and instruments listed
in
Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
substitutions and qualifications as are set forth in such Section;
(xxiii) the
Mortgage Loans are currently being serviced in accordance with accepted
servicing practices; and
(xxiv) with
respect to each Mortgage Loan that has a prepayment penalty feature, each
such
prepayment penalty is enforceable and will be enforced by the Mortgage Loan
Seller and each prepayment penalty is permitted pursuant to federal, state
and
local law, provided that (i) no Mortgage Loan will impose a prepayment penalty
for a term in excess of five years from the date such Mortgage Loan was
originated and (ii) such prepayment penalty is at least equal to the lesser
of
(A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess
of 20% of the original principal balance of such Mortgage Loan.
(xxv) If
any of
the Mortgage Loans are secured by a leasehold interest, with respect to each
leasehold interest: the use of leasehold estates for residential properties
is
an accepted practice in the area where the related Mortgaged Property is
located; residential property in such area consisting of leasehold estates
is
readily marketable; the lease is recorded and no party is in any way in breach
of any provision of such lease; the leasehold is in full force and effect
and is
not subject to any prior lien or encumbrance by which the leasehold could
be
terminated or subject to any charge or penalty; and the remaining term of
the
lease does not terminate less than ten years after the maturity date of such
Mortgage Loan;
(xxvi) each
Mortgage Loan was originated (a) by a savings and loan association, savings
bank, commercial bank, credit union, insurance company or similar institution
that is supervised and examined by a federal or state authority, (b) by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to
Sections 203 and 211 of the National Housing Act, as amended, or (c) by a
mortgage broker or correspondent lender in a manner such that the related
Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended, as having been originated by
an
entity described in clauses (a) or (b) above.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 7 will inure to the benefit of the Purchaser, its successors and
assigns, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or assignment of Mortgage or the examination of any Mortgage
File.
Upon any substitution for a Mortgage Loan, the representations and warranties
set forth above shall be deemed to be made by the Seller as to any Substitute
Mortgage Loan as of the date of substitution.
Upon
discovery or receipt of notice by the Seller, the Purchaser or the Trustee
of a
breach of any representation or warranty of the Seller set forth in this
Section
7 which materially and adversely affects the value of the interests of the
Purchaser, the Certificateholders or the Trustee in any of the Mortgage Loans
delivered to the Purchaser pursuant to this Agreement, the party discovering
or
receiving notice of such breach shall give prompt written notice to the others.
In the case of any such breach of a representation or warranty set forth
in this
Section 7, within 90 days from the date of discovery by the Seller, or the
date
the Seller is notified by the party discovering or receiving notice of such
breach (whichever occurs earlier), the Seller will (i) cure such breach in
all
material respects, (ii) purchase the affected Mortgage Loan at the applicable
Purchase Price or (iii) if within two years of the Closing Date, substitute
a
qualifying Substitute Mortgage Loan in exchange for such Mortgage Loan; provided
that, (A) in the case of a breach of the representation and warranty concerning
the Mortgage Loan Schedule contained in clause (i) of this Section 7, if
such
breach is material and relates to any field on the Mortgage Loan Schedule
which
identifies any Prepayment Charge or (B) in the case of a breach of the
representation contained in clause (x) of this Section 7, then, in each case,
in
lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase
Price,
the Seller shall pay the amount of the Prepayment Charge (net of any amount
previously collected by or paid to the Trust Fund in respect of such Prepayment
Charge) from its own funds and without reimbursement therefor, and the Seller
shall have no obligation to repurchase or substitute for such Mortgage Loan.
The
obligations of the Seller to cure, purchase or substitute a qualifying
Substitute Mortgage Loan shall constitute the Purchaser’s, the Trustee’s and the
Certificateholder’s sole and exclusive remedy under this Agreement or otherwise
respecting a breach of representations or warranties hereunder with respect
to
the Mortgage Loans, except for the obligation of the Seller to indemnify
the
Purchaser for such breach as set forth in and limited by Section 13
hereof.
Any
cause
of action against the Seller or relating to or arising out of a breach by
the
Seller of any representations and warranties made in this Section 7 shall
accrue
as to any Mortgage Loan upon (i) discovery of such breach by the Seller or
notice thereof by the party discovering such breach and (ii) failure by the
Seller to cure such breach, purchase such Mortgage Loan or substitute a
qualifying Substitute Mortgage Loan pursuant to the terms hereof.
Representations
and Warranties Concerning the Seller.
As of
the date hereof and as of the Closing Date, the Seller represents and warrants
to the Purchaser as to itself in the capacity indicated as follows:
(a) the
Seller (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (ii) is qualified and
in
good standing to do business in each jurisdiction where such qualification
is
necessary, except where the failure so to qualify would not reasonably be
expected to have a material adverse effect on the Seller’s business as presently
conducted or on the Seller’s ability to enter into this Agreement and to
consummate the transactions contemplated hereby;
(b) the
Seller has full power to own its property, to carry on its business as presently
conducted and to enter into and perform its obligations under this
Agreement;
(c) the
execution and delivery by the Seller of this Agreement have been duly authorized
by all necessary action on the part of the Seller; and neither the execution
and
delivery of this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof, will conflict with
or
result in a breach of, or constitute a default under, any of the provisions
of
any law, governmental rule, regulation, judgment, decree or order binding
on the
Seller or its properties or the charter or by-laws of the Seller, except
those
conflicts, breaches or defaults which would not reasonably be expected to
have a
material adverse effect on the Seller’s ability to enter into this Agreement and
to consummate the transactions contemplated hereby;
(d) the
execution, delivery and performance by the Seller of this Agreement and the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made and, in connection
with the recordation of the Mortgages, powers of attorney or assignments
of
Mortgages not yet completed;
(e) this
Agreement has been duly executed and delivered by the Seller and, assuming
due
authorization, execution and delivery by the Purchaser, constitutes a valid
and
binding obligation of the Seller enforceable against it in accordance with
its
terms (subject to applicable bankruptcy and insolvency laws and other similar
laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Seller,
threatened against the Seller, before or by any court, administrative agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which
in
the judgment of the Seller will be determined adversely to the Seller and
will
if determined adversely to the Seller materially and adversely affect the
Seller’s ability to perform its obligations under this Agreement; and the Seller
is not in default with respect to any order of any court, administrative
agency,
arbitrator or governmental body so as to materially and adversely affect
the
transactions contemplated by this Agreement; and
(g) the
Seller’s Information (as defined in Section 13(a) hereof) does not include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under
which
they were made, not misleading.
Representations
and Warranties Concerning the Purchaser.
As of
the date hereof and as of the Closing Date, the Purchaser represents and
warrants to the Seller as follows:
(a) the
Purchaser (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (ii) is qualified and
in
good standing as a foreign corporation to do business in each jurisdiction
where
such qualification is necessary, except where the failure so to qualify would
not reasonably be expected to have a material adverse effect on the Purchaser’s
business as presently conducted or on the Purchaser’s ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(b) the
Purchaser has full corporate power to own its property, to carry on its business
as presently conducted and to enter into and perform its obligations under
this
Agreement;
(c) the
execution and delivery by the Purchaser of this Agreement have been duly
authorized by all necessary corporate action on the part of the Purchaser;
and
neither the execution and delivery of this Agreement, nor the consummation
of
the transactions herein contemplated, nor compliance with the provisions
hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Purchaser or its properties or the articles of
incorporation or by-laws of the Purchaser, except those conflicts, breaches
or
defaults which would not reasonably be expected to have a material adverse
effect on the Purchaser’s ability to enter into this Agreement and to consummate
the transactions contemplated hereby;
(d) the
execution, delivery and performance by the Purchaser of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made;
(e) this
Agreement has been duly executed and delivered by the Purchaser and, assuming
due authorization, execution and delivery by the Seller, constitutes a valid
and
binding obligation of the Purchaser enforceable against it in accordance
with
its terms (subject to applicable bankruptcy and insolvency laws and other
similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
threatened against the Purchaser, before or by any court, administrative
agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which
in
the judgment of the Purchaser will be determined adversely to the Purchaser
and
will if determined adversely to the Purchaser materially and adversely affect
the Purchaser’s ability to perform its obligations under this Agreement; and the
Purchaser is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially
and
adversely affect the transactions contemplated by this Agreement;
and
(g) the
Purchaser’s Information (as defined in Section 13(b) hereof) does not include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
(a) The
obligations of the Purchaser under this Agreement will be subject to the
satisfaction, on or prior to the Closing Date, of the following
conditions:
(i) Each
of
the obligations of the Seller required to be performed at or prior to the
Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects; all of the representations
and warranties of the Seller under this Agreement shall be true and correct
as
of the date or dates specified in all material respects; and no event shall
have
occurred which, with notice or the passage of time, would constitute a default
under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser
shall have received certificates to that effect signed by authorized officers
of
the Seller.
(ii) The
Purchaser shall have received all of the following closing documents, in
such
forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories (other than the Purchaser) as required pursuant
to
the respective terms thereof:
(1) If
required pursuant to Section 3 hereof, the Amendment dated as of the Closing
Date and any documents referred to therein;
(2) If
required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule
containing the information set forth on Exhibit 2 hereto, one copy to be
attached to each counterpart of the Amendment;
(3) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Trustee and the Purchaser, and all documents required thereby duly
executed by all signatories;
(4) A
certificate of an officer of the Seller dated as of the Closing Date, in
a form
reasonably acceptable to the Purchaser, and attached thereto the resolutions
of
the Seller authorizing the transactions contemplated by this Agreement, together
with copies of the charter and by-laws of the Seller;
(5) One
or
more opinions of counsel from the Seller’s counsel otherwise in form and
substance reasonably satisfactory to the Purchaser, the Trustee and each
Rating
Agency;
(6) A
letter
from each of the Rating Agencies giving each Class of Certificates set forth
on
Schedule A the rating set forth on Schedule A; and
(7) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
ratings from each Rating Agency for the Certificates.
(iii) The
Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement
and the Purchase Agreement shall have been issued and sold to Bear
Xxxxxxx.
(iv) The
Seller shall have furnished to the Purchaser such other certificates of its
officers or others and such other documents and opinions of counsel to evidence
fulfillment of the conditions set forth in this Agreement and the transactions
contemplated hereby as the Purchaser and its counsel may reasonably
request.
(b) The
obligations of the Seller under this Agreement shall be subject to the
satisfaction, on or prior to the Closing Date, of the following
conditions:
(i) The
obligations of the Purchaser required to be performed by it on or prior to
the
Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the
representations and warranties of the Purchaser under this Agreement shall
be
true and correct in all material respects as of the date hereof and as of
the
Closing Date, and no event shall have occurred which would constitute a breach
by it of the terms of this Agreement, and the Seller shall have received
a
certificate to that effect signed by an authorized officer of the
Purchaser.
(ii) The
Seller shall have received copies of all of the following closing documents,
in
such forms as are agreed upon and reasonably acceptable to the Seller, duly
executed by all signatories other than the Seller as required pursuant to
the
respective terms thereof:
(1) If
required pursuant to Section 3 hereof, the Amendment dated as of the Closing
Date and any documents referred to therein;
(2) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Seller, and all documents required thereby duly executed by all
signatories;
(3) A
certificate of an officer of the Purchaser dated as of the Closing Date,
in a
form reasonably acceptable to the Seller, and attached thereto the resolutions
of the Purchaser authorizing the transactions contemplated by this Agreement
and
the Pooling and Servicing Agreement, together with copies of the Purchaser’s
articles of incorporation, and evidence as to the good standing of the Purchaser
dated as of a recent date;
(4) One
or
more opinions of counsel from the Purchaser’s counsel in form and substance
reasonably satisfactory to the Seller;
(5) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
rating from each Rating Agency for the Certificates;
Fees
and Expenses.
Subject
to Section 16 hereof, the Seller shall pay on the Closing Date or such later
date as may be agreed to by the Purchaser (i) the fees and expenses of the
Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s
attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the
fee for the use of Purchaser’s Registration Statement based on the aggregate
original principal amount of the Certificates and the filing fee of the
Commission as in effect on the date on which the Registration Statement was
declared effective, (iv) the fees and expenses including counsel’s fees and
expenses in connection with any “blue sky” and legal investment matters, (v) the
fees and expenses of the Trustee which shall include without limitation the
fees
and expenses of the Trustee (and the fees and disbursements of its counsel)
with
respect to (A) legal and document review of this Agreement, the Pooling and
Servicing Agreement, the Certificates and related agreements, (B) attendance
at
the Closing and (C) review of the Mortgage Loans to be performed by the
Custodian, (vi) the expenses for printing or otherwise reproducing the
Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees
and
expenses of each Rating Agency (both initial and ongoing), (viii) the fees
and
expenses relating to the preparation and recordation of mortgage assignments
(including intervening assignments, if any and if available, to evidence
a
complete chain of title from the originator to the Trustee) from the Seller
to
the Trustee or the expenses relating to the Opinion of Counsel referred to
in
Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence
expenses and other out-of-pocket expenses incurred by the Purchaser in
connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in
connection with the sale of the Certificates. The Seller additionally agrees
to
pay directly to any third party on a timely basis the fees provided for above
which are charged by such third party and which are billed
periodically.
(a) Deloitte
& Touche LLP will review the characteristics of a sample of the Mortgage
Loans described in the Final Mortgage Loan Schedule and will compare those
characteristics to the description of the Mortgage Loans contained in the
Prospectus Supplement under the captions “Summary of Prospectus Supplement—The
Mortgage Loans”, “The Mortgage Pool” and “Certain Characteristics of the
Mortgage Loans” in Schedule A thereto. The Seller will cooperate with the
Purchaser in making available all information and taking all steps reasonably
necessary to permit such accountants to complete the review and to deliver
the
letters required of them under the Underwriting Agreement. Deloitte & Touche
LLP will also confirm certain calculations as set forth under the caption
“Yield
On The Certificates” in the Prospectus Supplement.
(b) To
the
extent statistical information with respect to the Master Servicer or any
Servicer’s servicing portfolio is included in the Prospectus Supplement under
the caption “The Master Servicer and the Servicers,” a letter from the certified
public accountant for such Master Servicer, Servicer or Servicers, as
applicable, will be delivered to the Purchaser dated the date of the Prospectus
Supplement, in the form previously agreed to by the Seller and the Purchaser,
with respect to such statistical information.
(a) The
Seller shall indemnify and hold harmless the Purchaser and its directors,
officers and controlling persons (as defined in Section 15 of the Securities
Act) from and against any loss, claim, damage or liability or action in respect
thereof, to which they or any of them may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon (i) any untrue statement of a material fact
contained in the Seller’s
Information
as
identified in Exhibit
3,
the
omission to state in the Prospectus Supplement or Prospectus (or any amendment
thereof or supplement thereto approved by the Seller and in which additional
Seller’s Information is identified), in reliance upon and in conformity with
Seller’s Information a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances in which they
were
made, not misleading, (ii) any representation or warranty assigned or made
by
the Seller in Section 7 or Section 8 hereof being, or alleged to be, untrue
or
incorrect, or (iii) any failure by the Seller to perform its obligations
under
this Agreement; and the Seller shall reimburse the Purchaser and each other
indemnified party for any legal and other expenses reasonably incurred by
them
in connection with investigating or defending or preparing to defend against
any
such loss, claim, damage, liability or action.
The
foregoing indemnity agreement is in addition to any liability which the Seller
otherwise may have to the Purchaser or any other such indemnified
party.
(b) The
Purchaser shall indemnify and hold harmless the Seller and its respective
directors, officers and controlling persons (as defined in Section 15 of
the
Securities Act) from and against any loss, claim, damage or liability or
action
in respect thereof, to which they or any of them may become subject, under
the
Securities Act or otherwise, insofar as such loss, claim, damage, liability
or
action arises out of, or is based upon (i) any untrue statement of a material
fact contained in the Purchaser’s
Information
as
identified in Exhibit
4,
the
omission to state in the Prospectus Supplement or Prospectus (or any amendment
thereof or supplement thereto approved by the Purchaser and in which additional
Purchaser’s Information is identified), in reliance upon and in conformity with
the Purchaser’s Information, a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in
which
they were made, not misleading, (ii) any representation or warranty made
by the
Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect,
or
(iii) any failure by the Purchaser to perform its obligations under this
Agreement; and the Purchaser shall reimburse the Seller, and each other
indemnified party for any legal and other expenses reasonably incurred by
them
in connection with investigating or defending or preparing to defend any
such
loss, claim, damage, liability or action. The foregoing indemnity agreement
is
in addition to any liability which the Purchaser otherwise may have to the
Seller, or any other such indemnified party,
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if
a
claim in respect thereof is to be made against the indemnifying party under
such
subsection, notify each party against whom indemnification is to be sought
in
writing of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it may have
under this Section 13 except to the extent that it has been prejudiced in
any
material respect by such failure or from any liability which it may have
otherwise). In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
it
may elect by written notice delivered to the indemnified party promptly (but,
in
any event, within 30 days) after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their
own
counsel in any such case, but the fees and expenses of such counsel shall
be at
the expense of such indemnified party or parties unless (i) the employment
of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of
such
action within a reasonable time after notice of commencement of the action,
or
(iii) such indemnified party or parties shall have reasonably concluded that
there is a conflict of interest between itself or themselves and the
indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of
the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties; provided,
however,
that
the indemnifying party shall be liable only for the fees and expenses of
one
counsel in addition to one local counsel in the jurisdiction involved. Anything
in this subsection to the contrary notwithstanding, an indemnifying party
shall
not be liable for any settlement or any claim or action effected without
its
written consent; provided,
however,
that
such consent was not unreasonably withheld.
(d) If
the
indemnification provided for in paragraphs (a) and (b) of this Section 13
shall
for any reason be unavailable to an indemnified party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
in
Section 13, then the indemnifying party shall in lieu of indemnifying the
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in
respect
thereof, in such proportion as shall be appropriate to reflect the relative
benefits received by the Seller on the one hand and the Purchaser on the
other
from the purchase and sale of the Mortgage Loans, the offering of the Mortgage
Pass-Through Certificates and the other transactions contemplated hereunder.
No
person found liable for a fraudulent misrepresentation (within the meaning
of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any
person who is not also found liable for such fraudulent
misrepresentation.
(e) The
parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an
indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.
Notices.
All
demands, notices and communications hereunder shall be in writing but may
be
delivered by facsimile transmission subsequently confirmed in writing. Notices
to the Seller shall be directed to EMC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxx, Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000, Attention, President,
and
notices to the Purchaser shall be directed to Structured Asset Mortgage
Investments II Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Telecopy:
(212-272-7206)), Attention: Xxxxx Xxxxxxxxxxx; or to any other address as
may
hereafter be furnished by one party to the other party by like notice. Any
such
demand, notice or communication hereunder shall be deemed to have been received
on the date received at the premises of the addressee (as evidenced, in the
case
of registered or certified mail, by the date noted on the ret urn receipt)
provided that it is received on a business day during normal business hours
and,
if received after normal business hours, then it shall be deemed to be received
on the next business day.
Transfer
of Mortgage Loans.
The
Purchaser retains the right to assign the Mortgage Loans and any or all of
its
interest under this Agreement to the Trustee without the consent of the Seller,
and, upon such assignment, the Trustee shall succeed to the applicable rights
and obligations of the Purchaser hereunder; provided,
however,
the
Purchaser shall remain entitled to the benefits set forth in Sections 11,
13 and
17 hereto and as provided in Section 2(a). Notwithstanding the foregoing,
the
sole and exclusive right and remedy of the Trustee with respect to a breach
of
representation or warranty of the Seller shall be the purchase or substitution
obligations of the Seller contained in Sections 5 and 7 hereof.
Termination.
This
Agreement may be terminated (a) by the mutual consent of the parties hereto
prior to the Closing Date, (b) by the Purchaser, if the conditions to the
Purchaser’s obligation to close set forth under Section 10(a) hereof are not
fulfilled as and when required to be fulfilled or (c) by the Seller, if the
conditions to the Seller’s obligation to close set forth under Section 10(b)
hereof are not fulfilled as and when required to be fulfilled. In the event
of
termination pursuant to clause (b), the Seller shall pay, and in the event
of
termination pursuant to clause (c), the Purchaser shall pay, all reasonable
out-of-pocket expenses incurred by the other in connection with the transactions
contemplated by this Agreement. In the event of a termination pursuant to
clause
(a), each party shall be responsible for its own expenses.
Representations,
Warranties and Agreements to Survive Delivery.
All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Seller submitted pursuant hereto,
shall remain operative and in full force and effect and shall survive delivery
of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee).
Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Seller’s
representations and warranties contained herein with respect to the Mortgage
Loans shall be deemed to relate to the Mortgage Loans actually delivered
to the
Purchaser and included in the Final Mortgage Loan Schedule and any Substitute
Mortgage Loan and not to those Mortgage Loans deleted from the Preliminary
Mortgage Loan Schedule pursuant to Section 3 hereof prior to the
Closing.
Severability.
If any
provision of this Agreement shall be prohibited or invalid under applicable
law,
the Agreement shall be ineffective only to such extent, without invalidating
the
remainder of this Agreement.
Counterparts.
This
Agreement may be executed in counterparts, each of which will be an original,
but which together shall constitute one and the same agreement.
Amendment.
This
Agreement cannot be amended or modified in any manner without the prior written
consent of each party.
GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Further
Assurances.
Each of
the parties agrees to execute and deliver such instruments and take such
actions
as another party may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement including
any amendments hereto which may be required by either Rating
Agency.
This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser and their permitted successors and assigns and,
to the
extent specified in Section 13 hereof, Bear Xxxxxxx, and their directors,
officers and controlling persons (within the meaning of federal securities
laws). The Seller acknowledges and agrees that the Purchaser may assign its
rights under this Agreement (including, without limitation, with respect
to the
Seller’s representations and warranties respecting the Mortgage Loans) to the
Trustee. Any person into which the Seller may be merged or consolidated (or
any
person resulting from any merger or consolidation involving the Seller),
any
person resulting from a change in form of the Seller or any person succeeding
to
the business of the Seller, shall be considered the “successor” of the Seller
hereunder and shall be considered a party hereto without the execution or
filing
of any paper or any further act or consent on the part of any party hereto.
Except as provided in the two preceding sentences, this Agreement cannot
be
assigned, pledged or hypothecated by either party hereto without the written
consent of the other parties to this Agreement and any such assignment or
purported assignment shall be deemed null and void.
The
Seller.
The
Seller will keep in full force and effect its existence, all rights and
franchises as a corporation under the laws of the State of its incorporation
and
will obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is necessary
to
perform its obligations under this Agreement.
Entire
Agreement.
This
Agreement contains the entire agreement and understanding between the parties
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof.
No
Partnership.
Nothing herein contained shall be deemed or construed to create a partnership
or
joint venture between the parties hereto.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
1 Please
contact Bear, Xxxxxxx & Co. Inc. for Purchase
Price.
EMC
MORTGAGE CORPORATION
By:_____________________________________
Name:
Title:
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
By:_____________________________________
Name:
Title:
EXHIBIT
1
CONTENTS
OF MORTGAGE FILE
With
respect to each Mortgage Loan, the Mortgage File shall include each of the
following items, which shall be available for inspection by the Purchaser
or its
designee, and which shall be delivered to the Purchaser or its designee pursuant
to the terms of the Agreement.
(a) with
respect to each Mortgage Loan (other than a Cooperative Loan):
(i) The
original Mortgage Note, endorsed without recourse to the order of the Trustee
or
to blank and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or a lost note affidavit
together with a copy of the related Mortgage Note;
(ii) The
original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the
presence of the MIN and language indicating that such Mortgage Loan is a
MOM
Loan, which shall have been recorded (or if the original is not available,
a
copy), with evidence of such recording indicated thereon (or if the original
is
not available, a copy), with evidence of such recording indicated thereon
(or if
the original Security Instrument, assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will,
upon
receipt of recording information relating to the Security Instrument required
to
be included thereon, be delivered to recording offices for recording and
have
not been returned to the Seller in time to permit their recording as specified
in Section 2.01(b) of the Pooling and Servicing Agreement, shall be in
recordable form);
(iii) unless
the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which
may
be in the form of a blanket assignment if permitted in the jurisdiction in
which
the Mortgaged Property is located) to “U.S. Bank National Association, as
Trustee”, with evidence of recording with respect to each Mortgage Loan in the
name of the Trustee thereon (or if (A) the original Security Instrument,
assignments to the Trustee or intervening assignments thereof which have
been
delivered, are being delivered or will, upon receipt of recording information
relating to the Security Instrument required to be included thereon, be
delivered to recording offices for recording and have not been returned to
the
Seller in time to permit their delivery as specified in Section 2.01(b) of
the
Pooling and Servicing Agreement, the Seller may deliver a true copy thereof
with
a certification by the Seller, on the face of such copy, substantially as
follows: “Certified to be a true and correct copy of the original, which has
been transmitted for recording” or (B) the related Mortgaged Property is located
in a state other than Maryland and an Opinion of Counsel has been provided
as
set forth in Section 2.01(b) of the Pooling and Servicing Agreement, shall
be in
recordable form);
(iv) all
intervening assignments of the Security Instrument, if applicable and only
to
the extent available to the Seller with evidence of recording
thereon;
(v) the
original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any;
(vi) the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance; and
(vii) originals
of all modification agreements, if applicable and available.
(b) with
respect to each Cooperative Loan so assigned:
(i) The
original Mortgage Note, endorsed without recourse to the order of the Trustee
or
to blank and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or lost note affidavit,
together with a copy of the related Mortgage Note;
(ii) A
counterpart of the Cooperative Lease and the Assignment of Proprietary Lease
to
the originator of the Cooperative Loan with intervening assignments showing
an
unbroken chain of title from such originator to the Trustee;
(iii) The
related Cooperative Stock Certificate, representing the related Cooperative
Stock pledged with respect to such Cooperative Loan, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The
original recognition agreement by the Cooperative of the interests of the
mortgagee with respect to the related Cooperative Loan and any transfer
documents related to the recognition agreement;
(v) The
Security Agreement;
(vi) Copies
of
the original UCC-1 financing statement, and any continuation statements,
filed
by the originator of such Cooperative Loan as secured party, each with evidence
of recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(vii) Copies
of
the filed UCC-3 assignments of the security interest referenced in clause
(vi)
above showing an unbroken chain of title from the originator to the Trustee,
each with evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of Proprietary
Lease;
(viii) An
executed assignment of the interest of the originator in the Security Agreement
and Assignment of Proprietary Lease, showing an unbroken chain of title from
the
originator to the Trustee; and
(ix) The
original of each modification, assumption agreement or preferred loan agreement,
if any, relating to such Cooperative Loan.
EXHIBIT
2
MORTGAGE
LOAN SCHEDULE INFORMATION
EXHIBIT
3
All
information in the Prospectus Supplement described under the following Sections:
“SUMMARY OF PROSPECTUS SUPPLEMENT—The Mortgage Loans,” “THE MORTGAGE POOL”, “THE
SPONSOR" and “SCHEDULE A—CERTAIN CHARACTERISTICS OF THE MORTGAGE
LOANS.”
EXHIBIT
4
All
information in the Prospectus Supplement and the Prospectus, except the Seller’s
Information.
EXHIBIT
5
SCHEDULE
OF LOST NOTES
Available
Upon Request
EXHIBIT
6
REVISED
April 18, 0000
Standard
& Poor’s has categorized loans governed by anti-predatory lending laws in
the Jurisdictions listed below into three categories based upon a combination
of
factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note
that
certain loans classified by the relevant statute as Covered are included
in
Standard & Poor’s High Cost Loan Category because they included thresholds
and tests that are typical of what is generally considered High Cost by the
industry.
Standard
& Poor’s High Cost Loan Categorization
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Arkansas
|
Arkansas
Home Loan Protection Act,
Ark.
Code Xxx. §§ 00-00-000 et
seq.
Effective
July 16, 2003
|
High
Cost Home Loan
|
|
Cleveland
Heights, OH
|
Ordinance
No. 72-2003 (PSH), Mun.
Code
§§ 757.01 et
seq.
Effective
June 2, 2003
|
Covered
Loan
|
|
Colorado
|
Consumer
Equity Protection, Colo. Stat.
Xxx.
§§ 5-3.5-101 et
seq.
Effective
for covered loans offered or entered into on or after January 1,
2003.
Other provisions of the Act took effect on June 7, 2002
|
Covered
Loan
|
|
Connecticut
|
Connecticut
Abusive Home Loan
Lending
Practices Act, Conn. Gen. Stat.
§§
36a-746 et
seq.
Effective
October 1, 2001
|
High
Cost Home Loan
|
|
District
of Columbia
|
Home
Loan Protection Act, D.C. Code
§§
26-1151.01 et
seq.
Effective
for loans closed on or after January 28, 2003
|
Covered
Loan
|
|
Florida
|
Fair
Lending Act, Fla. Stat. Xxx. §§
494.0078
et
seq.
Effective
October 2, 2002
|
High
Cost Home Loan
|
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Georgia
(Oct. 1, 2002 -
Mar.
6, 2003)
|
Georgia
Fair Lending Act, Ga. Code
Xxx.
§§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6 2003
|
High
Cost Home Loan
|
|
Georgia
as amended
(Mar.
7, 2003 - current)
|
Georgia
Fair Lending Act, Ga. Code
Xxx.
§§ 7-6A-1 et
seq.
Effective
for loans closed on or after
March
7, 2003
|
High
Cost Home Loan
|
|
HOEPA
Section 32
|
Home
Ownership and Equity Protection
Act
of 1994, 15 U.S.C. § 1639, 12
C.F.R.
§§ 226.32 and 226.34
Effective
October 1, 1995, amendments
October
1, 2002
|
High
Cost Loan
|
|
Illinois
|
High
Risk Home Loan Act, Ill. Comp.
Stat.
tit. 815, §§ 137/5 et
seq.
Effective
January 1, 2004 (prior to this date, regulations under
Residential
Mortgage
License Act effective from May 14, 2001)
|
High
Risk Home Loan
|
|
Kansas
|
Consumer
Credit Code, Kan. Stat. Xxx.
§§
16a-1-101 et
seq.
Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999;
Section
16a-3-308a became effective July 1, 1999
|
High
Loan to Value Consumer Loan (id.
§
16a-3-207) and;
|
|
High
APR Consumer Loan (id.
§
16a-3-308a)
|
||
|
Kentucky
|
2003
KY H.B. 000 - Xxxx Xxxx Xxxx
Xxxx
Xxx, Xx. Rev. Stat. §§ 360.100 et seq.
Effective
June 24, 2003
|
High
Cost Home Loan
|
|
Maine
|
Truth
in Lending, Me. Rev. Stat. tit. 9-
A,
§§ 8-101 et
seq.
Effective
September 29, 1995 and as amended from time to time
|
High
Rate High Fee Mortgage
|
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§
32.00
et
seq.
and 209 C.M.R. §§ 40.01 et
seq.
Effective
March 22, 2001 and amended from time to time
|
High
Cost Home Loan
|
|
Nevada
|
Assembly
Xxxx No. 284, Nev. Rev. Stat.
§§
598D.010 et
seq.
Effective
October 1, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security
Act
of 2002, N.J. Rev. Stat. §§ 46:10B- 22 et
seq.
Effective
for loans closed on or after November 27, 2003
|
High
Cost Home Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev.
Stat.
§§ 58-21A-1 et
seq.
Effective
as of January 1, 2004; Revised
as
of February 26, 2004
|
High
Cost Home Loan
|
|
New
York
|
N.Y.
Banking Law Article 6-1
Effective
for applications made on or after April 1, 2003
|
High
Cost Home Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High
Cost
Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of
credit)
|
High
Cost Home Loan
|
|
Ohio
|
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev.
Code Xxx.
§§ 1349.25 et
seq.
Effective
May 24, 2002
|
Covered
Loan
|
|
Oklahoma
|
Consumer
Credit Code (codified in various sections of Title 14A)
Effective
July 1, 2000; amended effective January 1, 2004
|
Subsection
10 Mortgage
|
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
South
Carolina
|
South
Carolina High Cost and
Consumer
Home Loans Act, S.C. Code
Xxx.
§§ 37-23-10 et
seq.
Effective
for loans taken on or after January 1, 2004
|
High
Cost Home Loan
|
|
West
Virginia
|
West
Virginia Residential Mortgage Lender, Broker and Servicer Act,
W.
Va.
Code Xxx. §§ 31-17-1 et
seq.
Effective
June 5, 0000
|
Xxxx
Xxxxxxxx Mortgage Loan Act Loan
|
Standard
& Poor’s Covered Loan Categorization
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Georgia
(Oct. 1, 2002 -
Mar.
6, 2003)
|
Georgia
Fair Lending Act, Ga. Code
Xxx.
§§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6, 2003
|
Covered
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security
Act
of 2002, N.J. Rev. Stat. §§ 46:10B 22 et
seq.
Effective
November 27, 2003 - July 5, 2004
|
Covered
Home Loan
|
Standard
& Poor’s Home Loan Categorization
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Georgia
(Oct. 1, 2002 -
Mar.
6, 2003)
|
Georgia
Fair Lending Act, Ga. Code
Xxx.
§§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security
Act
of 2002, N.J. Rev. Stat. §§ 46:10B- 22 et
seq.
Effective
for loans closed on or after November 27, 2003
|
Home
Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
seq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
Home
Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§
24-1.1E
et
seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of
credit)
|
Consumer
Home Loan
|
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
et
seq.
Effective
for loans taken on or after January 1, 2004
|
Consumer
Home Loan
|
SCHEDULE
A
REQUIRED
RATINGS FOR EACH CLASS OF CERTIFICATES
Public
Certificates
|
Class
|
Fitch
|
S&P
|
|
Class
I-A-1
|
AAA
|
AAA
|
|
Class
II-A-1
|
AAA
|
AAA
|
|
Class
II-A-2
|
AAA
|
AAA
|
|
Class
II-A-3
|
AAA
|
AAA
|
|
Class
II-A-4
|
AAA
|
AAA
|
|
Class
II-A-5
|
AAA
|
AAA
|
|
Class
II-A-6
|
AAA
|
AAA
|
|
Class
II-A-7
|
AAA
|
AAA
|
|
Class
II-A-8
|
AAA
|
AAA
|
|
Class
II-A-9
|
AAA
|
AAA
|
|
Class
III-A-1
|
AAA
|
AAA
|
|
Class
III-A-2
|
AAA
|
AAA
|
|
Class
X
|
AAA
|
AAA
|
|
Class
PO
|
AAA
|
AAA
|
|
Class
B-1
|
AA
|
AA
|
|
Class
B-2
|
A
|
A
|
|
Class
B-3
|
BBB
|
BBB
|
None
of
the above ratings have been lowered since the respective dates of such
letters.
Private
Certificates
|
Class
|
Fitch
|
S&P
|
|
Class
X-0
|
XX
|
XX
|
|
Xxxxx
X-0
|
X
|
X
|
|
Class
B-6
|
--
|
--
|
None
of
the above ratings have been lowered since the respective dates of such
letters.
SCHEDULE
B
MORTGAGE
LOAN SCHEDULE
[Provided
upon request]
EXHIBIT
I-1
CHEVY
CHASE SERVICING AGREEMENT
EXHIBIT
I-1
CHEVY
CHASE SERVICING AGREEMENT
EMC
MORTGAGE CORPORATION
Purchaser,
CHEVY
CHASE BANK, F.S.B.
Company,
PURCHASE,
WARRANTIES AND SERVICING AGREEMENT
Dated
as
of July 1, 2001
(Adjustable
Rate Mortgage Loans)1
TABLE
OF CONTENTS
|
ARTICLE
I
|
|
|
Section
1.01
|
Defined
Terms
|
|
ARTICLE
II
|
|
|
Section
2.01
|
Agreement
to Purchase
|
|
Section
2.02
|
Purchase
Price
|
|
Section
2.03
|
Servicing
of Mortgage Loans
|
|
Section
2.04
|
Record
Title and Possession of Mortgage Files; Maintenance of Servicing
Files
|
|
Section
2.05
|
Books
and Records
|
|
Section
2.06
|
Transfer
of Mortgage Loans
|
|
Section
2.07
|
Delivery
of Mortgage Loan Documents
|
|
Section
2.08
|
Quality
Control Procedures
|
|
ARTICLE
III
|
|
|
Section
3.01
|
|
|
Section
3.02
|
Representations
and Warranties as to Individual Mortgage Loans
|
|
Section
3.03
|
Repurchase;
Substitution
|
|
Section
3.04
|
Representations
and Warranties of the Purchaser
|
|
ARTICLE
IV
|
|
|
Section
4.01
|
Company
to Act as Servicer
|
|
Section
4.02
|
Collection
of Mortgage Loan Payments
|
|
Section
4.03
|
Realization
Upon Defaulted Mortgage Loans
|
|
Section
4.04
|
Establishment
of Custodial Accounts; Deposits in Custodial Accounts
|
|
Section
4.05
|
Permitted
Withdrawals from the Custodial Account
|
|
Section
4.06
|
Establishment
of Escrow Accounts; Deposits in Escrow Accounts
|
|
Section
4.07
|
Permitted
Withdrawals From Escrow Account
|
|
Section
4.08
|
Payment
of Taxes, Insurance and Other Charges; Maintenance of Primary
Mortgage
Insurance Policies; Collections Thereunder
|
|
Section
4.09
|
Transfer
of Accounts
|
|
Section
4.10
|
Maintenance
of Hazard Insurance
|
|
Section
4.11
|
Maintenance
of Mortgage Impairment Insurance Policy
|
|
Section
4.12
|
Fidelity
Bond, Errors and Omissions Insurance
|
|
Section
4.13
|
Title,
Management and Disposition of REO Property
|
|
Section
4.14
|
Notification
of Maturity Date
|
|
ARTICLE
V
|
|
|
Section
5.01
|
Distributions
|
|
Section
5.02
|
Statements
to the Purchaser
|
|
Section
5.03
|
Monthly
Advances by the Company
|
|
Section
5.04
|
Liquidation
Reports
|
|
ARTICLE
VI
|
|
|
Section
6.01
|
|
|
Section
6.02
|
Satisfaction
of Mortgages and Release of Mortgage Files
|
|
Section
6.03
|
|
|
Section
6.04
|
Annual
Statement as to Compliance
|
|
Section
6.05
|
Annual
Independent Certified Public Accountants’ Servicing
Report
|
|
Section
6.06
|
Purchaser’s
Right to Examine Company Records
|
|
ARTICLE
VII
|
|
|
Section
7.01
|
Company
Shall Provide Information as Reasonably Required
|
|
ARTICLE
VIII
|
|
|
Section
8.01
|
|
|
Section
8.02
|
Merger
or Consolidation of the Company
|
|
Section
8.03
|
Limitation
on Liability of the Company and Others
|
|
Section
8.04
|
Company
Not to Assign or Resign
|
|
Section
8.05
|
No
Transfer of Servicing
|
|
ARTICLE
IX
|
|
|
Section
9.01
|
Events
of Default
|
|
Section
9.02
|
Waiver
of Defaults
|
|
ARTICLE
X
|
|
|
Section
10.01
|
Termination
|
|
Section
10.02
|
|
|
ARTICLE
XI
|
|
|
Section
11.01
|
Successor
to the Company
|
|
Section
11.02
|
Amendment
|
|
Section
11.03
|
Recordation
of Agreement
|
|
Section
11.04
|
Governing
Law
|
|
Section
11.05
|
Notices
|
|
Section
11.06
|
Severability
of Provisions
|
|
Section
11.07
|
Exhibits
|
|
Section
11.08
|
General
Interpretive Principles
|
|
Section
11.09
|
Reproduction
of Documents
|
|
Section
11.10
|
Confidentiality
of Information
|
|
Section
11.11
|
Recordation
of Assignment of Mortgage
|
|
Section
11.12
|
Assignment
by Purchaser
|
|
Section
11.13
|
No
Partnership
|
|
Section
11.14
|
Execution:
Successors and Assigns
|
|
Section
11.15
|
Entire
Agreement
|
|
Section
11.16
|
No
Solicitation
|
|
Section
11.17
|
Closing
|
|
Section
11.18
|
Cooperation
of Company with Reconstitution
|
EXHIBITS
|
A
|
Contents
of Mortgage File
|
|
B
|
Custodial
Account Letter Agreement
|
|
C
|
Escrow
Account Letter Agreement
|
|
D
|
Form
of Assignment and Assumption Agreement
|
|
E
|
[reserved]
|
|
F
|
[reserved]
|
|
G
|
Request
for Release of Documents and Receipt
|
|
H
|
Company’s
Underwriting Guidelines
|
|
I
|
Form
of Term Sheet
|
This
is a
Purchase, Warranties and Servicing Agreement, dated as of July 1, 2001
and is
executed between EMC Mortgage Corporation, as Purchaser (the "Purchaser")
and
Chevy Chase Bank, F.S.B., as the Company (the “Company”).
ARTICLE
I
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meaning specified in this
Article:
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, those mortgage servicing practices (including
collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction
where
the related Mortgaged Property is located, and which are in accordance
with FNMA
or Xxxxxxx Mac servicing practices and procedures, for MBS pool mortgages,
as
defined in the FNMA or Xxxxxxx Mac Guides including future updates.
Adjustment
Date:
As to
each Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted
in
accordance with the terms of the related Mortgage Note.
Agency
Guide: The
FNMA
Guides or the Xxxxxxx Mac Guides.
Agreement:
This
Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised
Value:
The
value set forth in an appraisal made in connection with the origination
of the
related Mortgage Loan as of the Origination Date as the value of the Mortgaged
Property.
Assignment:
An
assignment of the Mortgage, notice of transfer or equivalent instrument,
in
recordable form, sufficient under the laws of the jurisdiction wherein
the
related Mortgaged Property is located to reflect of record the sale or
transfer
of the Mortgage Loan, or
a
notice of transfer or equivalent instrument delivered in accordance with
the
MERS requirements.
BIF:
The
Bank Insurance Fund, or any successor thereto.
Business
Day:
Any day
other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State
of
New York or Maryland, or (iii) a day on which banks in the State of New
York or
Maryland are authorized or obligated by law or executive order to be
closed.
Closing
Date:
With
respect to any Mortgage Loan or pool of Mortgage Loans, the date stated
on the
related Term Sheet.
Code:
The
Internal Revenue Code, as amended (the “Code”).
Company:
Chevy
Chase Bank, F.S.B., its successor in interest and assigns, as permitted
by this
Agreement.
Company's
Officer's Certificate:
A
certificate signed by the Chairman of the Board, President, any Assistant
Vice
President, Vice President or Treasurer of Company stating the date by which
Company expects to receive any missing documents sent for recording from
the
applicable recording office.
Condemnation
Proceeds:
All
awards or settlements in respect of a Mortgaged Property, whether permanent
or
temporary, partial or entire, by exercise of the power of eminent domain
or
condemnation, to the extent not required to be released to a Mortgagor
in
accordance with the terms of the related Mortgage Loan Documents.
Confirmation:
As
defined in the Recitals to this Agreement.
Conversion
Feature: A
provision whereby the Mortgagor may elect to convert to a fixed Mortgage
Interest Rate pursuant to the terms set forth in the Mortgage Note.
Custodial
Account:
Each
separate demand account or accounts created and maintained pursuant to
Section
4.04 which shall be entitled "Chevy Chase Bank, F.S.B., in trust for EMC
Mortgage Corporation" and shall be established in an Eligible Account,
in the
name of the Person that is the "Purchaser" with respect to the related
Mortgage
Loans.
Cut-off
Date:
With
respect to any Mortgage Loan, the date stated on the related Term
Sheet.
Determination
Date:
The
15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the related Remittance
Date.
Due
Date:
The day
of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
of any days of grace.
Due
Period:
With
respect to any Remittance Date, the period commencing on the second day
of the
month preceding the month of such Remittance Date and ending on the first
day of
the month of the Remittance Date.
Eligible
Account:
An
account established and maintained: (a) within FDIC insured accounts (or
other
accounts with comparable insurance coverage acceptable to the Rating Agencies)
created, maintained and monitored by the Company so that all funds deposited
therein are fully insured, (b) with the corporate trust department of a
financial institution assigned a long-term debt rating of not less than
Baa3,
and a short term debt rating of P3, from Xxxxx'x Investors Services and,
if
ownership of the Mortgage Loans is evidenced by mortgaged backed securities,
the
equivalent required ratings of the Rating Agencies, and held such that
the
rights of the Purchaser and the owner of the Mortgage Loans shall be fully
protected against the claims of any creditors of the Company and of any
creditors or depositors of the institution in which such account is maintained
or (c) in a separate non-trust account without FDIC or other insurance
in an
Eligible Institution. In the event that a Custodial Account is established
pursuant to clause (b) or (c) of the preceding sentence, the Company shall
provide the Purchaser with written notice on the Business Day following
the date
on which the applicable institution fails to meet the applicable ratings
requirements.
Eligible
Institution:
Chevy
Chase Bank, F.S.B., or an institution having (i) the highest short-term
debt
rating, and one of the two highest long-term debt ratings of the Rating
Agencies; or (ii) with respect to any Custodial Account, an unsecured long-term
debt rating of at least one of the two highest unsecured long-term debt
ratings
of the Rating Agencies.
Equity
Take-Out Refinanced Mortgage Loan:
A
Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding
principal balance of the existing mortgage loan.
Escrow
Account:
Each
separate trust account or accounts created and maintained pursuant to Section
4.06 which shall be entitled "Chevy Chase Bank, F.S.B., in trust for EMC
Mortgage Corporation, and various Mortgagors" and shall be established
in an
Eligible Account, in the name of the Person that is the "Purchaser" with
respect
to the related Mortgage Loans.
Escrow
Payments:
With
respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
assessments, water rates, sewer rents, municipal charges, mortgage insurance
premiums, fire and hazard insurance premiums, condominium charges, and
any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant
to
the Mortgage or any other document.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 9.01.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC:
The
Federal Home Loan Mortgage Corporation, or any successor thereto.
Fidelity
Bond:
A
fidelity bond to be maintained by the Company pursuant to Section
4.12.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
FNMA:
The
Federal National Mortgage Association, or any successor thereto.
FNMA
Guides:
The
FNMA Seller's Guide and the FNMA Servicer's Guide and all amendments or
additions thereto.
Xxxxxxx
Mac Guides: The
Xxxxxxx Mac Seller’s Guide and the Xxxxxxx Mac Servicer’s Guide and all
amendments or additions thereto.
GAAP:
Generally accepted accounting principles,
consistently
applied.
HUD:
The
United States Department of Housing and Urban Development or any
successor.
Index:
On each
Adjustment Date, the applicable index shall be the
six
month London Interbank Offered Rate (LIBOR) as
published
in the Wall Street Journal. For purposes of determining the Index, for
each
Adjustment Date LIBOR shall
be
the most
recent figure available as of the first business day of the month immediately
preceding the Adjust-ment
Date.
Insurance
Proceeds:
With
respect to each Mortgage Loan, proceeds of insurance policies insuring
the
Mortgage Loan or the related Mortgaged Property.
Lender
Paid Mortgage Insurance Rate:
The
Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to
the
percentage shown on the Mortgage Loan Schedule.
Lifetime
Rate Cap:
As to
each Mortgage Loan, the maximum Mortgage Interest Rate over the term of
such
Mortgage Loan which is 600 basis points (6%) above the initial Mortgage
Interest
Rate.
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee's
sale,
foreclosure sale or otherwise.
Loan-to-Value
Ratio or LTV:
With
respect to any Mortgage Loan, the ratio of the original outstanding principal
amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged
Property as of the Origination Date with respect to a Refinanced Mortgage
Loan,
and (ii) the lesser of the Appraised Value of the Mortgaged Property as
of the
Origination Date or the purchase price of the Mortgaged Property with respect
to
all other Mortgage Loans.
Margin:
With
respect to each Mortgage Loan, the fixed percentage amount set forth in
each
related Mortgage Note which is added to the Index in order to determine
the
related Mortgage Interest Rate, as set forth in the Mortgage Loan
Schedule.
MERS: Mortgage
Electronic Registration Systems, Inc.
Monthly
Advance:
The
aggregate of the advances made by the Company on any Remittance Date pursuant
to
Section 5.03.
Monthly
Payment:
The
scheduled monthly payment of principal and interest on a Mortgage Loan
which is
payable by a Mortgagor under the related Mortgage Note.
Mortgage:
The
mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real
property
securing the Mortgage Note.
Mortgage
File:
The
mortgage documents pertaining to a particular Mortgage Loan which are specified
in Exhibit A hereto and any additional documents required to be added to
the
Mortgage File pursuant to this Agreement.
Mortgage
Impairment Insurance Policy:
A
mortgage impairment or blanket hazard insurance policy as required by Section
4.11.
Mortgage
Interest Rate:
The
annual rate at which interest accrues on any Mortgage Loan, which may be
adjusted from time to time, in accordance with the provisions of the related
Mortgage Note.
Mortgage
Loan:
An
individual Mortgage Loan which is the subject of this Agreement, each Mortgage
Loan originally sold and subject to this Agreement being identified on
the
Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage
Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan, excluding
replaced or repurchased mortgage loans.
Mortgage
Loan Documents:
The
documents listed in
Exhibit A.
Mortgage
Loan Remittance Rate:
With
respect to each Mortgage Loan, the annual rate of interest remitted to
the
Purchaser, which shall be equal to the Mortgage Interest Rate minus the
Servicing Fee Rate minus the Lender Paid Mortgage Insurance
Premium.
Mortgage
Loan Schedule:
The
schedule of Mortgage Loans annexed to the related Term Sheet, such schedule
setting forth the following information with respect to each Mortgage Loan
in
the related Mortgage Loan Package:
(1) the
Company's Mortgage Loan identifying number;
(2) the
Mortgagor's name;
(3)
the
street address of the Mortgaged Property including the city, state and
zip
code;
(4) a
code
indicating whether the Mortgaged Property is owner-occupied;
(5) the
type
of residential property constituting the Mortgaged Property;
(6) the
original months to maturity or the remaining months to maturity from the
related
Cut-off Date, in any case based on the original amortization schedule and,
if
different, the maturity expressed in the same manner but based on the actual
amortization schedule;
(7) the
Sales
Price, if applicable, appraised value and Loan-to-Value Ratio, at
origination;
(8) the
Mortgage Interest Rate as of origination and as of the related Cut-off
Date; the
initial Adjustment Date, the next Adjustment Date immediately following
the
related Cut-off Date, the Index, the Margin, the Periodic Rate Cap and
the
Lifetime Rate Cap;
(9) the
Origination Date of the Mortgage Loan; the stated maturity date; and the
amount
of the Monthly Payment at origination;
(10) the
amount of the Monthly Payment as of the related Cut-off Date;
(11) the
original principal amount of the Mortgage Loan;
(12) 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
related Cut-off Date whether or not collected;
(13)
a
code indicating the purpose of the Mortgage Loan (i.e., purchase, rate
and term
refinance, equity take-out refinance);
(14)
a
code indicating the documentation style (i.e. full, alternative or reduced);
(15) the
number of times during the twelve (12) month period preceding the related
Closing Date that any Monthly Payment has been received thirty (30) or
more days
after its Due Date;
(16) the
date
on which the first payment is or was due;
(17) a
code
indicating whether or not the Mortgage Loan is the subject of Primary Mortgage
Insurance;
(18)
a
code indicating whether or not the Mortgage Loan is currently convertible
and
the conversion spread;
(19)
actual next due date as of the Cutoff Date;
(20)
product type; and
(21)
Lender Paid Mortgage Insurance Rate.
With
respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
attached to the related Term Sheet shall set forth the following information,
as
of the related Cut-off Date:
(1) the
number of Mortgage Loans;
(2) the
current aggregate outstanding principal balance of the Mortgage
Loans;
(3) the
weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the
weighted average maturity of the Mortgage Loans; and
(5)
the
weighted average months to next Adjustment Date.
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged
Property:
The
underlying real property securing repayment of a Mortgage Note, consisting
of a
single parcel of real estate considered to be real estate under the laws
of the
state in which such real property is located, which may include condominium
units and planned unit developments, improved by a residential dwelling;
except
that with respect to real property located in jurisdictions in which the
use of
leasehold estates for residential properties is a widely-accepted practice,
a
leasehold estate of the Mortgage, the term of which is equal to or longer
than
the term of the Mortgage.
Mortgagor:
The
obligor on a Mortgage Note.
OCC:
Office
of the Comptroller of the Currency, its successors and assigns.
Officers'
Certificate:
A
certificate signed by the Chairman of the Board, the Vice Chairman of the
Board,
the President, a Senior Vice President, Assistant Vice President or a Vice
President and by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of the Company, and delivered to the
Purchaser as required by this Agreement.
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the party on behalf
of
whom the opinion is being given, reasonably acceptable to the
Purchaser.
Origination
Date:
The
date on which a Mortgage Loan closed and funded, which date shall not,
in
connection with a Refinanced Mortgage Loan, be the date of the closing
and
funding of the debt being refinanced, but rather the closing and funding
of the
debt currently outstanding under the terms of the Mortgage Loan Documents.
OTS:
Office
of Thrift Supervision, its successors and assigns.
Periodic
Rate Cap:
As to
each Mortgage Loan, the maximum increase or decrease in the Mortgage Interest
Rate on any Adjustment Date, starting with the second Adjustment Date,
which is
200 basis points (2%) above or below, respectively, the Mortgage Interest
Rate
in effect during the immediately preceding 12 month period. As to the first
Adjustment Date, the maximum increase or decrease in the Mortgage Interest
Rate
is 300 basis points (3%) above or below, respectively, the Mortgage Interest
Rate in effect during the immediately preceding fixed-rate period.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability corporation, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
Primary
Mortgage Insurance Policy:
Each
primary policy of mortgage insurance represented to be in effect pursuant
to
Section 3.02(hh), or any replacement policy therefor obtained by the Company
pursuant to Section 4.08.
Prime
Rate:
The
prime rate announced to be in effect from time to time as published as
the
average rate in the Wall Street Journal (Northeast Edition).
Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan full or partial
which
is received in advance of its scheduled Due Date, including any prepayment
penalty or premium thereon and which is not accompanied by an amount of
interest
representing scheduled interest due on any date or dates in any month or
months
subsequent to the month of prepayment.
Purchase
Price:
As
defined in Section 2.02.
Purchaser:
EMC
Mortgage Corporation, its successors in interest and assigns.
Qualified
Appraiser:
An
appraiser, duly appointed by the Company, who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security
thereof,
and whose compensation is not affected by the approval or disapproval of
the
Mortgage Loan, and such appraiser and the appraisal made by such appraiser
both
satisfy the requirements of Title XI of FIRREA and the regulations promulgated
thereunder, all as in effect on the date the Mortgage Loan was
originated.
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in
which
the Mortgaged Properties are located, duly authorized and licensed in such
states to transact the applicable insurance business and to write the insurance
provided, approved as an insurer by FNMA or FHLMC.
Rating
Agencies:
Standard & Poor's Ratings Services, Xxxxx'x Investor Service or, in the
event that some or all of ownership of the Mortgage Loans is evidenced
by
mortgage-backed securities, the nationally recognized rating agencies issuing
ratings with respect to such securities, if any.
Refinanced
Mortgage Loan:
A
Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property
prior to the origination of such Mortgage Loan and the proceeds of which
were
used in whole or part to satisfy an existing mortgage.
Remittance
Date:
The
18th day of any month, beginning with the First Remittance Date, or if
such 18th
day is not a Business Day, the first Business Day immediately preceding
such
18th day.
REO
Disposition:
The
final sale by the Company of any REO Property.
REO
Disposition Proceeds:
Amounts
received by the Company in connection with a related REO
Disposition.
REO
Property:
A
Mortgaged Property acquired by the Company on behalf of the Purchaser as
described in Section 4.13.
Repurchase
Price:
With
respect to any Mortgage Loan, a price equal to (i) the outstanding principal
balance of the Mortgage Loan, plus (ii) interest on such outstanding principal
balance at the Mortgage Loan Remittance Rate from the last date through
which
interest has been paid and distributed to the Purchaser to the date of
repurchase, plus, (iii) third party expenses incurred in connection with
the
transfer of the Mortgage Loan being repurchased; less amounts received
or
advanced in respect of such repurchased Mortgage Loan which are being held
in
the Custodial Account for distribution in the month of repurchase.
SAIF:
The
Savings Association Insurance Fund, or any successor thereto.
Servicing
Advances:
All
customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the
performance by the Company of its servicing obligations, including, but
not
limited to, the cost of (a) the preservation, restoration and protection
of the
Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
or any legal work or advice specifically related to servicing the Mortgage
Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
drug seizures, elections, foreclosures by subordinate or superior lienholders,
and other legal actions incidental to the servicing of the Mortgage Loans
(provided that such expenses are reasonable and that the Company specifies
the
Mortgage Loan(s) to which such expenses relate, and provided further that
any
such enforcement, administrative or judicial proceeding does not arise
out of a
breach of any representation, warranty or covenant of the Company hereunder),
(c) the management and liquidation of the Mortgaged Property if the Mortgaged
Property is acquired in full or partial satisfaction of the Mortgage, (d)
taxes,
assessments, water rates, sewer rates and other charges which are or may
become
a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy
premiums and fire and hazard insurance coverage, (e) any expenses reasonably
sustained by the Company, as Company, with respect to the liquidation of
the
Mortgaged Property in accordance with the terms of this Agreement and (f)
compliance with the obligations under Section 4.08.
Servicing
Fee:
With
respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall
pay to the Company, which shall, for a period of one full month, be equal
to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding
principal balance of such Mortgage Loan. Such fee shall be payable monthly,
computed on the basis of the same principal amount and period respecting which
any related interest payment on a Mortgage Loan is computed. The obligation
of
the Purchaser to pay the Servicing Fee is limited to, and the Servicing
Fee is
payable solely from, the interest portion (including recoveries with respect
to
interest from Liquidation Proceeds, to the extent permitted by Section
4.05) of
such Monthly Payment collected by the Company, or as otherwise provided
under
Section 4.05.
Servicing
Fee Rate:
The
Servicing Fee Rate shall be a rate per annum equal to 37.5 basis
points.
Servicing
File:
With
respect to each Mortgage Loan, the file retained by the Company consisting
of
originals or microfilmed copies of all documents in the Mortgage File which
are
not delivered to the Purchaser and copies of the Mortgage Loan Documents
listed
in Exhibit A, the originals of which are delivered to the Purchaser or
its
designee pursuant to Section 2.04.
Servicing
Officer:
Any
officer of the Company involved in, or responsible for, the administration
and
servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by the Company to the Purchaser upon request, as such
list
may from time to time be amended.
Stated
Principal Balance:
As to
each Mortgage Loan as of any date of determination, (i) the principal balance
of
such Mortgage Loan at the Cut-off Date after giving effect to payments
of
principal due on or before such date, whether or not received, minus (ii)
all
amounts previously distributed to the Purchaser with respect to the Mortgage
Loan representing payments or recoveries of principal or advances in lieu
thereof.
Subservicer:
Any
subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
Agreement. Any subservicer shall meet the qualifications set forth in Section
4.01.
Subservicing
Agreement:
An
agreement between the Company and a Subservicer, if any, for the servicing
of
the Mortgage Loans.
Term
Sheet:
A
supplemental agreement in the form attached hereto as Exhibit I which shall
be
executed and delivered by the Company and the Purchaser to provide for
the sale
and servicing pursuant to the terms of this Agreement of the Mortgage Loans
listed on Schedule I attached thereto, which supplemental agreement shall
contain certain specific information relating to such sale of such Mortgage
Loans and may contain additional covenants relating to such sale of such
Mortgage Loans.
ARTICLE
II
BOOKS
AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY
OF MORTGAGE LOAN DOCUMENTS
Section
2.01 Agreement
to Purchase.
The
Company agrees to sell and the Purchaser agrees to purchase the Mortgage
Loans
having an aggregate principal balance on the related Cut-off Date set forth
in
the related Term Sheet in an amount as set forth in the Confirmation, or
in such
other amount as agreed by the Purchaser and the Company as evidenced by
the
actual Stated Principal Balance of the Mortgage Loans accepted by the Purchaser
on the Closing Date, with servicing retained by Company. The Company shall
deliver the related Mortgage Loan Schedule attached to the related Term
Sheet
for the Mortgage Loans to be purchased on the related Closing Date to the
Purchaser at least one (1) Business Day prior to the related Closing Date.
The
Mortgage Loans shall be sold pursuant to this Agreement, and the related
Term
Sheet shall be executed and delivered on the related Closing Date.
Section
2.02 Purchase
Price.
The
Purchase Price for each Mortgage Loan shall be the percentage of par as
stated
in the Confirmation (subject to adjustment as provided therein), multiplied
by
the aggregate principal balance, as of the related Cut-off Date, of the
Mortgage
Loans listed on the related Mortgage Loan Schedule attached to the related
Term
Sheet, after application of scheduled payments of principal due on or before
the
related Cut-off Date whether or not collected. The initial principal amount
of
the Mortgage Loans shall be the aggregate principal balance of the Mortgage
Loans, so computed as of the related Cut-off Date.
In
addition to the Purchase Price as described above, the Purchaser shall
pay to
the Company, at closing, accrued interest on the current principal amount
of
each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan
Remittance Rate of each Mortgage Loan from the related Cut-off Date through
the
day prior to the related Closing Date, inclusive.
The
Purchase Price plus accrued interest as set forth in the preceding paragraph
shall be paid on the related Closing Date by wire transfer of immediately
available funds.
Purchaser
shall be entitled to (1) all scheduled principal due after the related
Cut-off
Date, (2) all other recoveries of principal collected on or after the related
Cut-off Date (provided, however, that all scheduled payments of principal
due on
or before the related Cut-off Date and collected by the Company or any
successor
servicer to the Company after the related Cut-off Date shall belong to
the
Company), and (3) all payments of interest on the Mortgage Loans net of
applicable Servicing Fees (minus that portion of any such payment which
is
allocable to the period prior to the related Cut-off Date). The outstanding
principal balance of each Mortgage Loan as of the related Cut-off Date
is
determined after application of payments of principal due on or before
the
related Cut-off Date whether or not collected, together with any unscheduled
principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for
a Due
Date beyond the related Cut-off Date shall not be applied to the principal
balance as of the related Cut-off Date. Such prepaid amounts shall be the
property of the Purchaser. The Company shall deposit any such prepaid amounts
into the Custodial Account, which account is established for the benefit
of the
Purchaser for subsequent remittance by the Company to the
Purchaser.
Section
2.03 Servicing
of Mortgage Loans.
Simultaneously
with the execution and delivery of each Term Sheet, the Company does hereby
agree to directly service the Mortgage Loans listed on the related Mortgage
Loan
Schedule attached to the related Term Sheet subject to the terms of this
Agreement and the related Term Sheet. The rights of the Purchaser to receive
payments with respect to the related Mortgage Loans shall be as set forth
in
this Agreement.
Section
2.04 Record
Title and Possession of Mortgage Files; Maintenance of Servicing
Files.
As
of the
related Closing Date, the Company sold, transferred, assigned, set over
and
conveyed to the Purchaser, without recourse, and the Company hereby acknowledges
that the Purchaser has, but subject to the terms of this Agreement and
the
related Term Sheet, all the right, title and interest of the Company in
and to
the Mortgage Loans. Company will deliver the Mortgage Files to the custodian
designated by Purchaser, on or before the related Closing Date, at the
expense
of the Company. The Company shall maintain a Servicing File consisting
of a copy
of the contents of each Mortgage File and the originals or microfilmed
copies of
the documents in each Mortgage File not delivered to the Purchaser. The
Servicing File shall contain all documents necessary to service the Mortgage
Loans. The possession of each Servicing File by the Company is at the will
of
the Purchaser, for the sole purpose of servicing the related Mortgage Loan,
and
such retention and possession by the Company is in a custodial capacity
only.
From the related Closing Date, the ownership of each Mortgage Loan, including
the Mortgage Note, the Mortgage, the contents of the related Mortgage File
and
all rights, benefits, proceeds and obligations arising therefrom or in
connection therewith, has been vested in the Purchaser. All rights arising
out
of the Mortgage Loans including, but not limited to, all funds received
on or in
connection with the Mortgage Loans and all records or documents with respect
to
the Mortgage Loans prepared by or which come into the possession of the
Company
shall be received and held by the Company in trust for the benefit of the
Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage
Files
retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans
by the
Purchaser. The Company shall release its custody of the contents of the
Mortgage
Files only in accordance with written instructions of the Purchaser, except
when
such release is required as incidental to the Company's servicing of the
Mortgage Loans or is in connection with a repurchase of any Mortgage Loan
or
Loans with respect thereto pursuant to this Agreement and the related Term
Sheet, such written instructions shall not be required.
Section
2.05 Books
and Records.
The
sale
of each Mortgage Loan has been reflected on the Company's balance sheet
and
other financial statements as a sale of assets by the Company. The Company
shall
be responsible for maintaining, and shall maintain, a complete set of books
and
records for the Mortgage Loans which shall be appropriately identified
in the
Company's computer system to clearly reflect the ownership of the Mortgage
Loan
by the Purchaser. In particular, the Company shall maintain in its possession,
available for inspection by the Purchaser, or its designee and shall deliver
to
the Purchaser upon demand, evidence of compliance with all federal, state
and
local laws, rules and regulations, and requirements of FNMA or FHLMC, as
applicable, including but not limited to documentation as to the method
used in
determining the applicability of the provisions of the Flood Disaster Protection
Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
insurance coverage of any condominium project as required by FNMA or FHLMC,
and
periodic inspection reports as required by Section 4.13. To the extent
that
original documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Company may
be in
the form of microfilm or microfiche.
The
Company shall maintain with respect to each Mortgage Loan and shall make
available for inspection by any Purchaser or its designee the related Servicing
File during the time the Purchaser retains ownership of a Mortgage Loan
and
thereafter in accordance with applicable laws and regulations.
In
addition to the foregoing, Company shall provide to any supervisory agents
or
examiners that regulate Purchaser, including but not limited to, the OTS,
the
FDIC and other similar entities, access, during normal business hours,
upon
reasonable advance notice to Company and without charge to Company or such
supervisory agents or examiners, to any documentation regarding the Mortgage
Loans that may be required by any applicable regulator.
Section
2.06. Transfer
of Mortgage Loans.
The
Company shall keep at its servicing office books and records in which,
subject
to such reasonable regulations as it may prescribe, the Company shall note
transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made
unless
such transfer is in compliance with the terms hereof. For the purposes
of this
Agreement, the Company shall be under no obligation to deal with any person
with
respect to this Agreement or any Mortgage Loan unless a notice of the transfer
of such Mortgage Loan has been delivered to the Company in accordance with
this
Section 2.06 and the books and records of the Company show such person
as the
owner of the Mortgage Loan. The Purchaser may, subject to the terms of
this
Agreement, sell and transfer one or more of the Mortgage Loans, provided,
however, that (i) the transferee will not be deemed to be a Purchaser hereunder
binding upon the Company unless such transferee shall agree in writing
to be
bound by the terms of this Agreement and an original counterpart of the
instrument of transfer in an Assignment and Assumption of this Agreement
substantially in the form of Exhibit D hereto executed by the transferee
shall
have been delivered to the Company and the Company, and (ii) in no event
shall
there be more than three (3) Persons at any given time having the status
of
"Purchaser" hereunder. The Purchaser also shall advise the Company of the
transfer. Upon receipt of notice of the transfer, the Company shall xxxx
its
books and records to reflect the ownership of the Mortgage Loans of such
assignee, and the previous Purchaser shall be released from its obligations
hereunder with respect to the Mortgage Loans sold or transferred.
Section
2.07 Delivery
of Mortgage Loan Documents.
The
Company shall deliver and release to the Purchaser or its designee the
Mortgage
Loan Documents in accordance with the terms of this Agreement and the related
Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5),
(6), (7)
and (8) in Exhibit A hereto shall be delivered by the Company to the Purchaser
or its designee no later than one (1) Business Days prior to the related
Closing
Date pursuant to a bailee letter agreement. All other documents in Exhibit
A
hereto, together with all other documents executed in connection with the
Mortgage Loan that Company may have in its possession, shall be retained
by the
Company in trust for the Purchaser. If the Company cannot deliver the original
recorded Mortgage Loan Documents or the original policy of title insurance,
including riders and endorsements thereto, on the Closing Date, the Company
shall, promptly upon receipt thereof and in any case not later than 120
days
from the related Closing Date, deliver such original documents, including
original recorded documents, to the Purchaser or its designee (unless the
Company is delayed in making such delivery by reason of the fact that such
documents shall not have been returned by the appropriate recording office).
If
delivery is not completed within 120 days solely due to delays in making
such
delivery by reason of the fact that such documents shall not have been
returned
by the appropriate recording office, the Company shall deliver such document
to
Purchaser, or its designee, within such time period as specified in a Company's
Officer's Certificate. In the event that documents have not been received
by the
date specified in the Company's Officer's Certificate, a subsequent Company's
Officer's Certificate shall be delivered by such date specified in the
prior
Company's Officer's Certificate, stating a revised date for receipt of
documentation. The procedure shall be repeated until the documents have
been
received and delivered. The Company shall continue to use its best efforts
to
effect delivery within 210 days of the related Closing Date.
The
Company shall pay all initial recording fees, for the assignments of mortgage
and any other fees in connection with the transfer of all original documents
to
the Purchaser or its designee, including
any fees, costs or expenses related to the registration of the Mortgage
Loans
with MERS, if applicable.
The
Company shall prepare, in recordable form, all assignments of mortgage
necessary
to assign the Mortgage Loans to Purchaser, or its designee.
Company
shall provide an original or duplicate original of the title insurance
policy to
Purchaser or its designee within ninety (90) days of the receipt of the
recorded
documents (required for issuance of such policy) from the applicable recording
office.
Any
review by the Purchaser, or its designee, of the Mortgage Files shall in
no way
alter or reduce the Company's obligations hereunder.
If
the
Purchaser or its designee discovers any defect with respect to a Mortgage
File,
the Purchaser shall, or shall cause its designee to, give written specification
of such defect to the Company which may be given in the exception report
or the
certification delivered pursuant to this Section 2.07, or otherwise in
writing
and the Company shall cure or repurchase such Mortgage Loan in accordance
with
Section 3.03.
The
Company shall forward to the Purchaser, or its designee, original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
one
week of their execution; provided, however, that the Company shall provide
the
Purchaser, or its designee, with a certified true copy of any such document
submitted for recordation within two weeks of its execution, and shall
provide
the original of any document submitted for recordation or a copy of such
document certified by the appropriate public recording office to be a true
and
complete copy of the original within 120 days of its submission for
recordation.
From
time
to time the Company may have a need for Mortgage Loan Documents to be released
from Purchaser, or its designee. Purchaser shall, or shall cause its designee,
upon the written request of the Company, in the form of Exhibit G attached
hereto, within ten (10) Business Days, deliver to the Company, any requested
documentation previously delivered to Purchaser as part of the Mortgage
File,
provided that such documentation is promptly returned to Purchaser, or
its
designee, when the Company no longer requires possession of the document,
and
provided that during the time that any such documentation is held by the
Company, such possession is in trust for the benefit of Purchaser. Company
shall
indemnify Purchaser, and its designee, from and against any and all losses,
claims, damages, penalties, fines, forfeitures, costs and expenses (including
court costs and reasonable attorney's fees) resulting from or related to
the
loss, damage, or misplacement of any documentation delivered to Company
pursuant
to this paragraph.
Section
2.08 Quality
Control Procedures.
The
Company must have an internal quality control program that verifies, on
a
regular basis, the existence and accuracy of the legal documents, credit
documents, property appraisals, and underwriting decisions. The program
must be
capable of evaluating and monitoring the overall quality of its loan production
and servicing activities. The program is to ensure that the Mortgage Loans
are
originated and serviced in accordance with prudent mortgage banking practices
and accounting principles; guard against dishonest, fraudulent, or negligent
acts; and guard against errors and omissions by officers, employees, or
other
authorized persons.
Section
2.09 No
Commission.
The
Company and the Purchaser agree that no broker, Investment Banker, agent
or
other person (including but not limited to Purchaser) is entitled to any
commission or compensation in connection with the sale of the Mortgage
Loans.
ARTICLE
III
Section
3.01 Representations
and Warranties of the Company.
The
Company represents, warrants and covenants to the Purchaser that, as of
the
related Closing Date or as of such date specifically provided
herein:
(a) Chevy
Chase Bank, F.S.B. is a federally chartered savings bank duly organized,
validly
existing and in good standing and has all licenses and qualifications necessary
to carry out its business as now being conducted, and in any event the
Company
is in compliance with the applicable laws of any state to the extent necessary
to ensure the enforceability of each Mortgage Loan in accordance with the
terms
of this Agreement; the Company is licensed and qualified to transact business
in
and is in good standing under the laws of each state in which any Mortgaged
Property is located or is otherwise exempt under applicable law from such
licensing or qualification or is otherwise not required under applicable
law to
effect such licensing or qualification and no unresolved demand for such
licensing or qualification has been made upon such Company by any such
state,
and in any event such Company is in compliance with the laws of any such
state
to the extent necessary to ensure the enforceability of each Mortgage Loan
and
the servicing of the Mortgage Loans in accordance with the terms of this
Agreement;
(b)
The
Company has the full power and authority and legal right to hold, transfer
and
convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver
and perform, and to enter into and consummate all transactions contemplated
by
this Agreement and the related Term Sheet and to conduct its business as
presently conducted, has duly authorized the execution, delivery and performance
of this Agreement and the related Term Sheet and any agreements contemplated
hereby, has duly executed and delivered this Agreement and the related
Term
Sheet, and any agreements contemplated hereby, and this Agreement and the
related Term Sheet and each Assignment of Mortgage to the Purchaser and
any
agreements contemplated hereby, constitutes a legal, valid and binding
obligation of the Company, enforceable against it in accordance with its
terms,
and all requisite corporate action has been taken by the Company to make
this
Agreement and the related Term Sheet and all agreements contemplated hereby
valid and binding upon the Company in accordance with their terms; the
Company
has the full power and authority and legal right to execute, deliver and
perform, and to enter into and consummate all transactions contemplated
by this
Agreement and the related Term Sheet and to conduct its business as presently
conducted, has duly authorized the execution, delivery and performance
of this
Agreement and the related Term Sheet and any agreements contemplated hereby,
has
duly executed and delivered this Agreement and the related Term Sheet,
and any
agreements contemplated hereby, and this Agreement and any agreements
contemplated hereby, constitutes a legal, valid and binding obligation
of the
Company, enforceable against it in accordance with its terms, and all requisite
corporate action has been taken by the Company to make this Agreement and
the
related Term Sheet and all agreements contemplated hereby valid and binding
upon
the Company in accordance with their terms;
(c)
Neither the execution and delivery of this Agreement nor the related Term
Sheet,
nor the origination of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser, the consummation of the transactions
contemplated hereby, or the fulfillment of or compliance with the terms
and
conditions of this Agreement and the related Term Sheet will conflict with
any
of the terms, conditions or provisions of the Company's or the Company's
charter
or by-laws or materially conflict with or result in a material breach of
any of
the terms, conditions or provisions of any legal restriction or any agreement
or
instrument to which the Company is now a party or by which they are bound,
or
constitute a default or result in an acceleration under any of the foregoing,
or
result in the material violation of any law, rule, regulation, order, judgment
or decree to which the Company or its properties are subject, or impair
the
ability of the Purchaser to realize on the Mortgage Loans.
(d)
There
is no litigation, suit, proceeding or investigation pending or to the Company’s
knowledge, threatened, or any order or decree outstanding, with respect
to the
Company which, either in any one instance or in the aggregate, is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans,
the
execution, delivery, performance or enforceability of this Agreement or
the
related Term Sheet, or which is reasonably likely to have a material adverse
effect on the financial condition of the Company.
(e)
No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Company
of
or compliance by the Company with this Agreement or the related Term Sheet,
or
the sale of the Mortgage Loans and delivery of the Mortgage Files to the
Purchaser or the consummation of the transactions contemplated by this
Agreement
and the related Term Sheet, except for consents, approvals, authorizations
and
orders which have been obtained;
(f)
The
consummation of the transactions contemplated by this Agreement and the
related
Term Sheet is in the ordinary course of business of the Company, and the
transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
by
the Company pursuant to this Agreement and the related Term Sheet are not
subject to bulk transfer or any similar statutory provisions in effect
in any
applicable jurisdiction;
(g)
The
origination and servicing practices used by the Company, and any prior
originator or Company with respect to each Mortgage Note and Mortgage have
been
legal and in accordance with applicable laws and regulations and the Mortgage
Loan Documents, and in all material respects proper and prudent in the
mortgage
origination and servicing business. With respect to escrow deposits and
payments
that the Company, on behalf of the investor, is entitled to collect, all
such
payments are in the possession of, or under the control of, the Company,
and
there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. All escrow payments
have
been collected in full compliance with state and federal law and the provisions
of the related Mortgage Note and Mortgage. As to any Mortgage Loan that
is the
subject of an escrow, escrow of funds is not prohibited by applicable law
and
has been established in an amount sufficient to pay for every escrowed
item that
remains unpaid and has been assessed but is not yet due and payable. No
escrow
deposits or other charges or payments due under the Mortgage Note have
been
capitalized under any Mortgage or the related Mortgage Note;
(h)
The
Company used no selection procedures that identified the Mortgage Loans
as being
less desirable or valuable than other comparable mortgage loans in the
Company's
portfolio at the related Cut-off Date;
(i) The
Company will treat the sale of the Mortgage Loans to the Purchaser as a
sale for
reporting and accounting purposes and, to the extent appropriate, for federal
income tax purposes;
(j) The
Company is an approved Seller/Servicer of residential mortgage loans for
FNMA,
FHLMC and HUD, with such facilities, procedures and personnel necessary
for the
sound servicing of such mortgage loans. The Company is duly qualified,
licensed,
registered and otherwise authorized under all applicable federal, state
and
local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by the OCC, and is in good standing to sell mortgage
loans to and service mortgage loans for FNMA and FHLMC and no event has
occurred
which would make Company unable to comply with eligibility requirements
or which
would require notification to either FNMA or FHLMC;
(k) The
Company does not believe, nor does it have any cause or reason to believe,
that
it cannot perform each and every covenant contained in this Agreement and
the
related Term Sheet. The Company is solvent and the sale of the Mortgage
Loans
will not cause the Company to become insolvent. The sale of the Mortgage
Loans
is not undertaken with the intent to hinder, delay or defraud any of the
Company's creditors;
(l) No
statement, tape, diskette, form, report or other document prepared by,
or on
behalf of, Company or Company pursuant to this Agreement and the related
Term
Sheet or in connection with the transactions contemplated hereby, contains
or
will contain any statement that is or will be inaccurate or misleading
in any
material respect;
(m)
The
Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing
Fee
shall be treated by the Company, for accounting and tax purposes, as
compensation for the servicing and administration of the Mortgage Loans
pursuant
to this Agreement and the related Term Sheet. In the opinion of Company,
the
consideration received by Company upon the sale of the Mortgage Loans to
Purchaser under this Agreement and the related Term Sheet constitutes fair
consideration for the Mortgage Loans under current market conditions.
(n)
If
requested by the Purchaser, the Company shall have delivered to the Purchaser
financial statements of its parent, for its last two complete fiscal years.
If
so, all such financial information fairly presents the pertinent results
of
operations and financial position for the period identified and has been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as set forth
in the
notes thereto. There has been no change in the business, operations, financial
condition, properties or assets of the Company since the date of the Company’s
financial information that would have a material adverse effect on its
ability
to perform its obligations under this Agreement and the related Term Sheet;
and
(o)
Neither
the Company nor the Purchaser have dealt with any broker, investment banker,
agent or other person that may be entitled to any commission or compensation
in
connection with the sale of the Mortgage Loans.
References
in this Section to percentages of Mortgage Loans refer in each case to
the
percentage of the aggregate principal balance of the Mortgage Loans as
of the
related Cut-off Date, based on the outstanding balances of the Mortgage
Loans as
of the Cut-off Date, and giving effect to scheduled Monthly Payments due
on or
prior to the related Cut-off Date, whether or not received. References
to
percentages of Mortgaged Properties refer, in each case, to the percentages
of
expected aggregate principal balances of the related Mortgage Loans (determined
as described in the preceding sentence). The Company hereby represents
and
warrant to the Purchaser, as to each Mortgage Loan, as of the related Closing
Date as follows:
(a) The
information set forth in the Mortgage Loan Schedule
attached
to the related Term Sheet is true, complete and correct in all material
respects
as of the related Cut-Off Date;
(b) The
Mortgage creates a valid, subsisting and enforceable first lien or a first
priority ownership interest in an estate in fee simple in real property
securing
the related Mortgage Note subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of
creditors.
(c)
All
payments due prior to the related Cut-off Date for such Mortgage Loan have
been
made as of the related Closing Date, the Mortgage Loan has not been dishonored;
there are no material defaults under the terms of the Mortgage Loan; the
Company
has not advanced its own funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the Mortgaged Property
subject to the Mortgage, directly or indirectly, for the payment of any
amount
required by the Mortgage Loan; and, as of the related Closing Date, there
has
been no more than one delinquency during the related preceding twelve-month
period, and such delinquency did not last more than 30 days;
(d)
There
are no defaults by the Company in complying with the terms of the Mortgage,
and
all taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which previously
became
due and owing have been paid, or escrow funds have been established in
an amount
sufficient to pay for every such escrowed item which remains unpaid and
which
has been assessed but is not yet due and payable;
(e)
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments which
have
been recorded to the extent any such recordation is required by law, or,
necessary to protect the interest of the Purchaser. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, from the terms thereof except in connection
with
an assumption agreement and which assumption agreement is part of the Mortgage
File and the terms of which are reflected in the Mortgage Loan Schedule;
the
substance of any such waiver, alteration or modification has been approved
by
the issuer of any related Primary Mortgage Insurance Policy and title insurance
policy, to the extent required by the related policies;
(f)
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including, without limitation, the defense
of
usury, nor will the operation of any of the terms of the Mortgage Note
or the
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto; and as of the Closing Date the Mortgagor
was not
a debtor in any state or federal bankruptcy or insolvency
proceeding;
(g)
All
buildings or other customarily insured improvements upon the Mortgaged
Property
are insured by an insurer acceptable under the FNMA or FHLMC Guides, against
loss by fire, hazards of extended coverage and such other hazards as are
provided for in the FNMA or FHLMC Guide, as well as all additional requirements
set forth in Section 4.10 of this Agreement. All such standard hazard policies
are in full force and effect and on the date of origination contained a
standard
mortgagee clause naming the Company and its successors in interest and
assigns
as loss payee and such clause is still in effect and all premiums due thereon
have been paid. If required by the Flood Disaster Protection Act of 1973,
as
amended, the Mortgage Loan is covered by a flood insurance policy meeting
the
requirements of the current guidelines of the Federal Insurance Administration
which policy conforms to FNMA or FHLMC requirements, as well as all additional
requirements set forth in Section 4.10 of this Agreement. Such policy was
issued
by an insurer acceptable under FNMA or FHLMC guidelines. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor's
cost
and expense, and on the Mortgagor's failure to do so, authorizes the holder
of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense
and
to seek reimbursement therefor from the Mortgagor;
(h)
Any
and all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures,
consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the
Mortgage Loan have been complied with in all material respects; the Company
maintains, and shall maintain, evidence of such compliance as required
by
applicable law or regulation and shall make such evidence available for
inspection at the Company's office during normal business hours upon reasonable
advance notice;
(i)
The
Mortgage has not been satisfied, canceled or subordinated, in whole or
in part,
or rescinded, and the Mortgaged Property has not been released from the
lien of
the Mortgage, in whole or in part nor has any instrument been executed
that
would effect any such release, cancellation, subordination or rescission.
The
Company has not waived the performance by the Mortgagor of any action,
if the
Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
in default, nor has the Company waived any default resulting from any action
or
inaction by the Mortgagor;
(j) The
Mortgage is a valid, subsisting, enforceable and perfected first lien on
the
Mortgaged Property, including all buildings on the Mortgaged Property and
all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems affixed to such buildings, and all additions, alterations and
replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance subject to principles of equity,
bankruptcy, insolvency and other laws of general application affecting
the
rights of creditors. The Mortgage and the Mortgage Note do not contain
any
evidence of any security interest or other interest or right thereto. Such
lien
is free and clear of all adverse claims, liens and encumbrances having
priority
over the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due
and
payable, (2) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording which
are
acceptable to mortgage lending institutions generally and either (A) which
are
referred to in the lender’s title insurance policy delivered to the originator
or otherwise considered in the appraisal made for the originator of the
Mortgage
Loan, or (B) which do not adversely affect the residential use or Appraised
Value of the Mortgaged Property as set forth in such appraisal, and (3)
other
matters to which like properties are commonly subject which do not individually
or in the aggregate materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, subsisting, enforceable
and
perfected first lien and first priority security interest on the property
described therein, and the Company has the full right to sell and assign
the
same to the Purchaser;
(k)
The
Mortgage Note and the related Mortgage are original and genuine and each
is the
legal, valid and binding obligation of the maker thereof, enforceable in
all
respects in accordance with its terms subject to principles of equity,
bankruptcy, insolvency and other laws of general application affecting
the
rights of creditors, and the Company has taken all action necessary to
transfer
such rights of enforceability to the Purchaser. All parties to the Mortgage
Note
and the Mortgage had the legal capacity to enter into the Mortgage Loan
and to
execute and deliver the Mortgage Note and the Mortgage. The Mortgage Note
and
the Mortgage have been duly and properly executed by such parties. No fraud,
error, omission, misrepresentation, negligence or similar occurrence with
respect to a Mortgage Loan has taken place on the part of Company, the
Mortgagor, or, to the best of Company's knowledge, on the part of any other
party involved in the origination of the Mortgage Loan. Either the borrower
or a
guarantor is a natural person. The proceeds of the Mortgage Loan have been
fully
disbursed and there is no requirement for future advances thereunder, and
any
and all requirements as to completion of any on-site or off-site improvements
and as to disbursements of any escrow funds therefor have been complied
with.
All costs, fees and expenses incurred in making or closing the Mortgage
Loan and
the recording of the Mortgage (including
any fees, costs or expenses related to the registration of the Mortgage
Loans
with MERS, if applicable)
were
paid or are in the process of being paid, and the Mortgagor is not entitled
to
any refund of any amounts paid or due under the Mortgage Note or
Mortgage;
(l)
The
Company is the sole owner and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the
Purchaser, the Company will retain the Mortgage File or any part thereof
with
respect thereto not delivered to the Purchaser or the Purchaser’s designee in
trust only for the purpose of servicing and supervising the servicing of
the
Mortgage Loan. Immediately prior to the transfer and assignment to the
Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage,
were
not subject to an assignment, sale or pledge to any person other than Purchaser,
and the Company had good and marketable title to and was the sole owner
thereof
and had full right to transfer and sell the Mortgage Loan to the Purchaser
free
and clear of any encumbrance, equity, lien, pledge, charge, claim or security
interest and has the full right and authority subject to no interest or
participation of, or agreement with, any other party, to sell and assign
the
Mortgage Loan pursuant to this Agreement and following the sale of the
Mortgage
Loan, the Purchaser will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim
or
security interest. The Company intends to relinquish all rights to possess,
control and monitor the Mortgage Loan, except for the purposes of servicing
the
Mortgage Loan as set forth in this Agreement. After the Closing Date, the
Company will not have any right to modify or alter the terms of the sale
of the
Mortgage Loan and the Company will not have any obligation or right to
repurchase the Mortgage Loan or substitute another Mortgage Loan, except
as
provided in this Agreement, or as otherwise agreed to by the Company and
the
Purchaser;
(m)
Each
Mortgage Loan is covered by an ALTA lender's title insurance policy or
other
generally acceptable form of policy or insurance acceptable to FNMA or
FHLMC
(including adjustable rate endorsements), issued by a title insurer acceptable
to FNMA or FHLMC and qualified to do business in the jurisdiction where
the
Mortgaged Property is located, insuring (subject to the exceptions contained
in
(j)(1), (2) and (3) above) the Company, its successors and assigns, as
to the
first priority lien of the Mortgage in the original principal amount of
the
Mortgage Loan and against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage Interest Rate and Monthly Payment.
Where required by state law or regulation, the Mortgagor has been given
the
opportunity to choose the carrier of the required mortgage title insurance.
The
Company, its successors and assigns, are the sole insureds of such lender's
title insurance policy, such title insurance policy has been duly and validly
endorsed to the Purchaser or the assignment to the Purchaser of the Company's
interest therein does not require the consent of or notification to the
insurer
and such lender's title insurance policy is in full force and effect and
will be
in full force and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's title insurance
policy, and no prior holder of the related Mortgage, including the Company,
has
done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;
(n)
There
is no default, breach, violation or event of acceleration existing under
the
Mortgage or the related Mortgage Note and no event which, with the passage
of
time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event permitting acceleration;
and
neither the Company, nor any prior mortgagee has waived any default, breach,
violation or event permitting acceleration;
(o)
There
are no mechanics' or similar liens or claims which have been filed for
work,
labor or material (and no rights are outstanding that under law could give
rise
to such liens) affecting the related Mortgaged Property which are or may
be
liens prior to or equal to the lien of the related Mortgage;
(p)
All
improvements subject to the Mortgage which were considered in determining
the
appraised value of the Mortgaged Property lie wholly within the boundaries
and
building restriction lines of the Mortgaged Property (and wholly within
the
project with respect to a condominium unit) and no improvements on adjoining
properties encroach upon the Mortgaged Property except those which are
insured
against by the title insurance policy referred to in clause (m) above and
all
improvements on the property comply with all applicable zoning and subdivision
laws and ordinances;
(q)
Each
Mortgage Loan was originated by or for the Company pursuant to, and conforms
with, the Company’s underwriting guidelines attached as Exhibit H hereto. The
Mortgage Notes and Mortgages are on forms generally acceptable in the industry.
The Mortgage Loan bears interest at an adjustable rate as set forth in
the
Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are
due and
payable on the first day of each month. The Mortgage contains the usual
and
enforceable provisions of the Company at the time of origination for the
acceleration of the payment of the unpaid principal amount of the Mortgage
Loan
if the related Mortgaged Property is sold without the prior consent of
the
mortgagee thereunder;
(r)
No
Mortgaged Property has been materially damaged by waste, fire, earthquake,
earth
movement, windstorm, tornado, flood or other casualty. At origination of
the
Mortgage Loan there was not, since origination of the Mortgage Loan there
has
been and there currently is, no proceeding pending for the total or partial
condemnation of the Mortgaged Property. The Company has not received
notification that any such proceedings are scheduled to commence at a future
date;
(s)
The
related Mortgage contains customary and enforceable provisions such as
to render
the rights and remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security provided
thereby,
including, (1) in the case of a Mortgage designated as a deed of trust,
by
trustee's sale, and (2) otherwise by judicial foreclosure. There is no
homestead
or other exemption available to the Mortgagor which would interfere with
the
right to sell the Mortgaged Property at a trustee's sale or the right to
foreclose the Mortgage;
(t)
If
the Mortgage constitutes a deed of trust, a trustee, authorized and duly
qualified if required under applicable law to act as such, has been properly
designated and currently so serves and is named in the Mortgage, and no
fees or
expenses, except as may be required by local law, are or will become payable
by
the Purchaser to the trustee under the deed of trust, except in connection
with
a trustee's sale or attempted sale after default by the Mortgagor;
(u)
The
Mortgage File contains an appraisal of the related Mortgaged Property signed
prior to the final approval of the mortgage loan application by a Qualified
Appraiser, approved by the Company, who had no interest, direct or indirect,
in
the Mortgaged Property or in any loan made on the security thereof, and
whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and the appraisal and appraiser both satisfy the requirements of
FNMA or
FHLMC and Title XI of the Federal Institutions Reform, Recovery, and Enforcement
Act of 1989 and the regulations promulgated thereunder, all as in effect
on the
date the Mortgage Loan was originated. The appraisal is in a form acceptable
to
FNMA or FHLMC and was made by a Qualified Appraiser;
(v)
All
parties which have had any interest in the Mortgage, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) (A) in compliance with any and all
applicable licensing requirements of the laws of the state wherein the
Mortgaged
Property is located, and (B) (1) organized under the laws of such state,
or (2)
qualified to do business in such state, or (3) federal savings and loan
associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such
state;
(w)
The
related Mortgage Note is not and has not been secured by any collateral
except
the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to above and
such
collateral does not serve as security for any other obligation;
(x)
The
Mortgagor has received and has executed, where applicable, all disclosure
materials required by applicable law with respect to the making of such
mortgage
loans;
(y)
The
Mortgage Loan does not contain “balloon” or "graduated payment" features; No
Mortgage Loan is subject to a buydown agreement or contains any buydown
provision;
(z)
The
Mortgagor is not in bankruptcy and, to the best of the Company's knowledge,
the
Mortgagor is not insolvent and the Company has no knowledge of any circumstances
or condition with respect to the Mortgage, the Mortgaged Property, the
Mortgagor
or the Mortgagor's credit standing that could reasonably be expected to
cause
investors to regard the Mortgage Loan as an unacceptable investment, cause
the
Mortgage Loan to become delinquent, or materially adversely affect the
value or
marketability of the Mortgage Loan;
(aa)
[reserved]
(bb)
[reserved]
(cc)
[reserved]
(dd)
[reserved]
(ee)
None
of the Mortgage Loans have a Loan-to-Value Ratio greater than 95%;
(ff) For
all
of the Mortgage Loans, based on representations made by the Mortgagor at
the
time of origination, all of the Mortgaged Properties are occupied as the
Mortgagor's primary residence. To the best of the Company's knowledge,
the
Mortgaged Property is lawfully occupied under applicable law;
(gg) In
the
event the Mortgage Loan has an LTV greater than 80.00%, the excess of the
principal balance of the Mortgage Loan over 75.0% of the Appraised Value
of the
Mortgaged Property with respect to a Refinanced Mortgage Loan, or the lesser
of
the Appraised Value or the purchase price of the Mortgaged Property with
respect
to a purchase money Mortgage Loan is and will be insured as to payment
defaults
by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No
Mortgage Loan has an LTV over 95%. All provisions of such Primary Mortgage
Insurance Policy have been and are being complied with, such policy is
in full
force and effect, and all premiums due thereunder have been paid. No Mortgage
Loan requires payment of such premiums, in whole or in part, by the Purchaser.
No action, inaction, or event has occurred and no state of facts exists
that
has, or will result in the exclusion from, denial of, or defense to coverage.
The Mortgage Loan Remittance Rate for the Mortgage Loan as set forth on
the
related Mortgage Loan Schedule is net of any such insurance
premium;
(hh) The
assignment of Mortgage (unless
the Mortgage is registered with MERS in accordance with Subsection 2.07)
is
in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located. Any
Assignments of Mortgage registered with MERS in accordance with Subsection
2.07
have been assigned a valid mortgage identification number by MERS. Company
is an
approved MERS participant. Any and all costs, fees and expenses associated
with
the registration of the Mortgages with MERS and the transfer of the Mortgage
Loans on the MERS system to Purchaser have been paid by Company and Purchaser
shall not be responsible for any such costs, fees and expenses;
(ii) The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and consists of a single parcel of real property with a detached
single family residence erected thereon, or a townhouse, or a two-to four-family
dwelling, or an individual condominium unit in a condominium project, or
an
individual unit in a planned unit development or a de minimis planned unit
development, provided, however, that no residence or dwelling is a single
parcel
of real property with a manufactured home not affixed to a permanent foundation,
or a mobile home. As of the date of origination, no portion of any Mortgaged
Property is used for commercial purposes, and since the Origination Date,
to the
best of the Company's knowledge, no portion of any Mortgaged Property is
used
for commercial purposes;
(jj) Except
for the Mortgage Loans indicated on the Mortgage Loan Schedule which require
interest-only payments until the first Adjustment Date and both interest
and
principal payments after such Adjustment Date (the “Interest Only Mortgage
Loans”), principal payments on the Mortgage Loan commenced no more than sixty
(60) days after the funds were disbursed in connection with the Mortgage
Loan.
The Mortgage Note is payable on the first day of each month in monthly
installments of principal (other than with respect to the Interest Only
Mortgage
Loans) and interest, which installments are subject to change due to the
adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest
calculated and payable in arrears, sufficient to amortize the Mortgage
Loan
fully by the stated maturity date, over an original term of not more than
thirty
years from commencement of amortization;
(kk) As
of the
date of origination and to the best of Company’s knowledge, as of the related
Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied
under applicable law, and all inspections, licenses and certificates required
to
be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including
but
not limited to certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities;
(ll) If
the
Mortgaged Property is a condominium unit or a planned unit development
(other
than a de minimis planned unit development), such condominium or planned
unit
development project meets Company's eligibility requirements as set forth
in
Exhibit H;
(mm) To
the
best of Company’s knowledge, there is no pending action or proceeding directly
involving the Mortgaged Property in which compliance with any environmental
law,
rule or regulation is an issue; to the best of Company's knowledge, there
is no
violation of any environmental law, rule or regulation with respect to
the
Mortgaged Property; and the Company has not received any notice of any
environmental hazard on the Mortgaged Property and nothing further remains
to be
done to satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;
(nn) The
Mortgagor has not notified the Company, and the Company does not have any
knowledge of any relief requested or allowed to the Mortgagor under the
Soldiers' and Sailors' Civil Relief Act of 1940;
(oo)
No
Mortgage Loan is currently a construction or rehabilitation Mortgage Loan
or
facilitates the trade-in or exchange of a Mortgaged Property;
(pp) No
action
has been taken or failed to be taken by Company, on or prior to the Closing
Date
which has resulted or will result in an exclusion from, denial of, or defense
to
coverage under any Primary Mortgage Insurance Policy (including, without
limitation, any exclusions, denials or defenses which would limit or reduce
the
availability of the timely payment of the full amount of the loss otherwise
due
thereunder to the insured) whether arising out of actions, representations,
errors, omissions, negligence, or fraud of the Company or for any other
reason
under such coverage;
(qq) Each
Mortgage Loan has been serviced in all material respects in compliance
with
Accepted Servicing Practices;
(rr)
The
Mortgage Loan was originated by a mortgagee approved by the Secretary of
Housing
and Urban Development pursuant to sections 203 and 211 of the National
Housing
Act, a savings and loan association, a savings bank, a commercial bank,
credit
union, insurance company or similar institution which is supervised and
examined
by a federal or state authority. No Mortgaged Property is a timeshare;
and
(ss)
Each
Mortgage Note, each Mortgage, each Assignment of Mortgage and any other
documents required pursuant to this Agreement to be delivered to the Purchaser
or its designee, or its assignee for each Mortgage Loan, have been, on
or before
the Closing Date, delivered to the Purchaser or its designee, or its
assignee.
Section
3.03 Repurchase;
Substitution.
It
is
understood and agreed that the representations and warranties set forth
in
Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and
delivery
of the Mortgage Loan Documents to the Purchaser, or its designee, and shall
inure to the benefit of the Purchaser, notwithstanding any restrictive
or
qualified endorsement on any Mortgage Note or Assignment or the examination,
or
lack of examination, of any Mortgage File. Upon discovery by either the
Company
or the Purchaser of a breach of any of the foregoing representations and
warranties which materially and adversely affects the value of the Mortgage
Loans or the interest of the Purchaser in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other.
The
Company shall have a period of sixty days from the earlier of its discovery
or
its receipt of notice of any such breach within which to correct or cure
such
breach. The Company hereby covenants and agrees that if any such breach
is not
corrected or cured within such sixty day period, the Company shall, at
the
Purchaser's option and not later than ninety days of its discovery or its
receipt of notice of such breach, repurchase such Mortgage Loan at the
Repurchase Price or, with the Purchaser's prior consent and, at Purchaser’s sole
option, substitute a Mortgage Loan as provided below. In the event that
any such
breach shall involve any representation or warranty set forth in Section
3.01,
and such breach is not cured within sixty days of the earlier of either
discovery by or notice to the Company of such breach, all affected Mortgage
Loans shall, at the option of the Purchaser, be repurchased by the Company
at
the Repurchase Price. Any such repurchase shall be accomplished by wire
transfer
of immediately available funds to Purchaser in the amount of the Repurchase
Price.
If
the
Company is required to repurchase any Mortgage Loan pursuant to this Section
3.03, the Company may, with the Purchaser's prior consent and, at Purchaser’s
sole option, within one hundred twenty (120) days from the related Closing
Date,
remove such defective Mortgage Loan from the terms of this Agreement and
substitute another mortgage loan for such defective Mortgage Loan, in lieu
of
repurchasing such defective Mortgage Loan; provided however, that in the
event
that any Mortgage Loan was part of a securitization, notwithstanding any
contrary provision of this Agreement, no substitution shall be made. Any
substitute Mortgage Loan shall be acceptable to Purchaser. Any substituted
Loans
will comply with the representations and warranties set forth in this Agreement
as of the substituted date
The
Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal
of the removed Mortgage Loan from this Agreement and the substitution of
such
substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall
review the Mortgage File delivered to it relating to the substitute Mortgage
Loan. In the event of such a substitution, accrued interest on the substitute
Mortgage Loan for the month in which the substitution occurs and any Principal
Prepayments made thereon during such month shall be the property of the
Purchaser and accrued interest for such month on the Mortgage Loan for
which the
substitution is made and any Principal Prepayments made thereon during
such
month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution
shall
be the property of the Company and the principal payment on the Mortgage
Loan
for which the substitution is made due on such date shall be the property
of the
Purchaser.
It
is
understood and agreed that the obligation of the Company set forth in this
Section 3.03 to cure, repurchase or substitute for a defective Mortgage
Loan,
and to indemnify Purchaser pursuant to Section 8.01, constitute the sole
remedies of the Purchaser respecting a breach of the foregoing representations
and warranties. If the Company fails to repurchase or substitute for a
defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a
defective
Mortgage Loan to Purchaser's reasonable satisfaction in accordance with
this
Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that
failure
shall be an Event of Default and the Purchaser shall be entitled to pursue
all
remedies available in this Agreement as a result thereof. No provision
of this
paragraph shall affect the rights of the Purchaser to terminate this Agreement
for cause, as set forth in Sections 10.01 and 11.01.
Any
cause
of action against the Company relating to or arising out of the breach
of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue
as to
any Mortgage Loan upon (i) the earlier of discovery of such breach by the
Company or notice thereof by the Purchaser to the Company, (ii) failure
by the
Company to cure such breach or repurchase such Mortgage Loan as specified
above,
and (iii) demand upon the Company by the Purchaser for compliance with
this
Agreement.
Section
3.04 Representations
and Warranties of the Purchaser.
Purchaser
represents, warrants and covenants to Company that, as of the related Closing
Date or as of such date specifically provided herein:
| (a) |
Purchaser
is duly organized, validly existing and in good standing under
the laws of
the State of Delaware and is qualified to transact business in
and is in
good standing under the laws of each state in which the business
transacted by it or the character of the properties owned or
leased by it
requires such qualification.
|
| (b) |
Purchaser
has the full power an authority to perform, and to enter into
and
consummate, all transactions contemplated by this Agreement and
the
related Term Sheet. Purchaser has the full power and authority
to purchase
and hold each Mortgage Loan.
|
| (c) |
Neither
the acquisition of the Mortgage Loans by Purchaser pursuant to
this
Agreement and the related Term Sheet, the consummation of the
transactions
contemplated hereby, nor the fulfillment of or the compliance
with the
terms and conditions of this Agreement and the related Term Sheet,
will
conflict with or result in a breach of any of the terms, conditions
or
provisions of the Purchaser’s charter or by-laws or result in a material
breach of any legal restriction or any material agreement or
instrument to
which the Purchaser is now a party or by which it is bound, or
constitute
a material default or result in an acceleration under any of
the
foregoing, or result in the violation of any material law, rule,
regulation, order, judgment or decree to which Purchaser or its
property
is subject;
|
| (d) |
There
is no action, suit, proceeding, investigation or litigation pending
or, to
the Purchaser’s knowledge, threatened, which either in any one instance or
in the aggregate, if determined adversely to Purchaser would
adversely
affect the purchase of the Mortgage Loans by Purchaser hereunder,
or
Purchaser’s ability to perform its obligations under this Agreement and
the related Term Sheet; and
|
| (e) |
No
consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance
by
Purchaser of or compliance by Purchaser with this Agreement and
the
related Term Sheet or the consummation of the transactions contemplated
by
this Agreement and the related Term Sheet (including, but not
limited to,
any approval from HUD), or if required, such consent, approval,
authorization or order has been obtained prior to the related
Closing
Date.
|
ARTICLE
IV
Section
4.01 Company
to Act as Servicer.
The
Company, as an independent contractor, shall service and administer the
Mortgage
Loans in accordance with this Agreement and the related Term Sheet and
with
Accepted Servicing Practices, and shall have full power and authority,
acting
alone, to do or cause to be done any and all things in connection with
such
servicing and administration which the Company may deem necessary or desirable
and consistent with the terms of this Agreement and the related Term Sheet
and
with Accepted Servicing Practices and exercise the same care that it customarily
employs for its own account. Except as set forth in this Agreement and
the
related Term Sheet, the Company shall service the Mortgage Loans in strict
compliance with the servicing provisions of the FNMA Guides (special servicing
option), which include, but are not limited to, provisions regarding the
liquidation of Mortgage Loans, the collection of Mortgage Loan payments,
the
payment of taxes, insurance and other charges, the maintenance of hazard
insurance with a Qualified Insurer, the maintenance of mortgage impairment
insurance, the maintenance of fidelity bond and errors and omissions insurance,
inspections, the restoration of Mortgaged Property, the maintenance of
Primary
Mortgage Insurance Policies, insurance claims, the title, management of
REO
Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property,
the
transfer of Mortgaged Property, the release of Mortgage Files, annual
statements, and examination of records and facilities. In the event of
any
conflict, inconsistency or discrepancy between any of the servicing provisions
of this Agreement and any of the servicing provisions of the Agency Guides,
the
provisions of this Agreement and the related Term Sheet shall control and
be
binding upon the Purchaser and the Company.
Consistent
with the terms of this Agreement and the related Term Sheet, the Company
may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of any such term or in any manner grant indulgence to any
Mortgagor
if in the Company's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the
prior
written consent of the Purchaser, the Company shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage Interest
Rate,
forgive the payment of principal or interest, reduce or increase the outstanding
principal balance (except for actual payments of principal) or change the
final
maturity date on such Mortgage Loan. In the event of any such modification
which
has been agreed to in writing by the Purchaser and which permits the deferral
of
interest or principal payments on any Mortgage Loan, the Company shall,
on the
Business Day immediately preceding the Remittance Date in any month in
which any
such principal or interest payment has been deferred, deposit in the Custodial
Account from its own funds, in accordance with Section 4.04, the difference
between (a) such month's principal and one month's interest at the Mortgage
Loan
Remittance Rate on the unpaid principal balance of such Mortgage Loan and
(b)
the amount paid by the Mortgagor. The Company shall be entitled to reimbursement
for such advances to the same extent as for all other advances pursuant
to
Section 4.05. Without limiting the generality of the foregoing, the Company
shall continue, and is hereby authorized and empowered, to prepare, execute
and
deliver, all instruments of satisfaction or cancellation, or of partial
or full
release, discharge and all other comparable instruments, with respect to
the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding
anything herein to the contrary, the Company may not enter into a forbearance
agreement or similar arrangement with respect to any Mortgage Loan which
runs
more than 180 days after the first delinquent Due Date. Any such agreement
shall
be approved by Purchaser and, if required, by the Primary Mortgage Insurance
Policy issuer, if required. In no event shall Company be obligated to repurchase
a Mortgage Loan due to the exercise of any Conversion Feature.
In
servicing and administering the Mortgage Loans, the Company shall employ
Accepted Servicing Practices, giving due consideration to the Purchaser's
reliance on the Company. Unless a different time period is stated in this
Agreement, Purchaser shall be deemed to have given consent in connection
with
respect to a particular matter if Purchaser does not affirmatively grant
or deny
consent within 5 Business Days from the date Purchaser receives a written
request for consent for such matter from Company as Company.
Section
4.02 Collection
of Mortgage Loan Payments.
Continuously
from the date hereof until the date each Mortgage Loan ceases to be subject
to
this Agreement, the Company will proceed diligently to collect all payments
due
under each Mortgage Loan when the same shall become due and payable and
shall,
to the extent such procedures shall be consistent with this Agreement,
Accepted
Servicing Practices, and the terms and provisions of any related Primary
Mortgage Insurance Policy, follow such collection procedures as it follows
with
respect to mortgage loans comparable to the Mortgage Loans and held for
its own
account.
Section
4.03 Realization
Upon Defaulted Mortgage
The
Company shall use its best efforts, consistent with the procedures that
the
Company would use in servicing loans for its own account, consistent with
Accepted Servicing Practices, any Primary Mortgage Insurance Policies and
the
best interest of Purchaser, to foreclose upon or otherwise comparably convert
the ownership of properties securing such of the Mortgage Loans as come
into and
continue in default and as to which no satisfactory arrangements can be
made for
collection of delinquent payments pursuant to Section 4.01. Foreclosure
or
comparable proceedings shall be initiated within ninety (90) days of default
for
Mortgaged Properties for which no satisfactory arrangements can be made
for
collection of delinquent payments. The Company shall use its best efforts
to
realize upon defaulted Mortgage Loans in such manner as will maximize the
receipt of principal and interest by the Purchaser, taking into account,
among
other things, the timing of foreclosure proceedings. The foregoing is subject
to
the provisions that, in any case in which a Mortgaged Property shall have
suffered damage, the Company shall not be required to expend its own funds
toward the restoration of such property unless it shall determine in its
discretion (i) that such restoration will increase the proceeds of liquidation
of the related Mortgage Loan to the Purchaser after reimbursement to itself
for
such expenses, and (ii) that such expenses will be recoverable by the Company
through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 4.05. Company shall obtain prior approval
of Purchaser as to restoration expenses in excess of five thousand dollars
($5,000). The Company shall notify the Purchaser in writing of the commencement
of foreclosure proceedings and prior to the rejection of any offer of
reinstatement. The Company shall be responsible for all costs and expenses
incurred by it in any such proceedings or functions; provided, however,
that it
shall be entitled to reimbursement thereof from the related property, as
contemplated in Section 4.05.
Notwithstanding
anything to the contrary contained herein, the Purchaser may, at the Purchaser's
sole option, terminate the Company as servicer of any Mortgage Loan which
becomes ninety (90 days or greater delinquent in payment of a scheduled
Monthly
Payment, without payment of any termination fee with respect thereto, provided
that the Company shall on the date said termination takes effect be reimbursed
for any unreimbursed advances of the Company's funds made pursuant to Section
5.03 and any unreimbursed Servicing Advances and Servicing Fees in each
case
relating to the Mortgage Loan underlying such delinquent Mortgage Loan
notwithstanding anything to the contrary set forth in Section 4.05. In
the event
of any such termination, the provisions of Section 11.01 hereof shall apply
to
said termination and the transfer of servicing responsibilities with respect
to
such delinquent Mortgage Loan to the Purchaser or its designee.
Notwithstanding
anything to the contrary contained herein, in connection with a foreclosure
or
acceptance of a deed in lieu of foreclosure, in the event the Company has
reasonable cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Purchaser otherwise
requests
an environmental inspection or review of such Mortgaged Property, such
an
inspection or review is to be conducted by a qualified inspector at the
Purchaser's expense. Upon completion of the inspection, the Company shall
promptly provide the Purchaser with a written report of the environmental
inspection. After reviewing the environmental inspection report, the Purchaser
shall determine how the Company shall proceed with respect to the Mortgaged
Property.
In
the
event that a Mortgage Loan becomes REO Property, such property shall be
disposed
of by Company, with the consent of Purchaser as required pursuant to this
Agreement, within two years after becoming an REO Property. Company shall
manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and
sale,
and if such REO Property has been securitized, the Company shall consult
with
any applicable master servicer with respect to such securitization so that
the
foregoing will be in compliance with the applicable securitization’s structure.
Moreover, pursuant to its efforts to sell such property, the Company shall
either itself or through an agent selected by Company, protect and conserve
such
property in the same manner and to such an extent as is customary in the
locality where such property is located. Additionally, if such REO Property
has
been securitized, the Company shall perform the tax withholding and reporting
related to Sections 1445 and 6050J of the Code after consultation with
the
applicable master servicer for the related securitization.
Section
4.04 Establishment
of Custodial Accounts; Deposits in Custodial Accounts.
The
Company shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Custodial Accounts.
The
Custodial Account shall be an Eligible Account. Funds deposited in the
Custodial
Account may be drawn on by the Company in accordance with Section 4.05.
The
creation of any Custodial Account shall be evidenced by a letter agreement
in
the form shown in Exhibit B hereto. The original of such letter agreement
shall
be furnished to the Purchaser on the Closing Date, and upon the request
of any
subsequent Purchaser.
The
Company shall deposit in the Custodial Account on a daily basis, and retain
therein the following payments and collections received or made by it subsequent
to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
to a period subsequent thereto, other than in respect of principal and
interest
on the Mortgage Loans due on or before the Cut-off Date:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii)
all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii)
all
Liquidation Proceeds;
(iv)
any
amounts required to be deposited by the Company in connection with any
REO
Property pursuant to Section 4.13;
(v)
all
Insurance Proceeds including amounts required to be deposited pursuant
to
Sections 4.08, 4.10 and 4.11, 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 Accepted Servicing Practices,
the
Mortgage Loan Documents or applicable law;
(vi)
all
Condemnation Proceeds affecting any Mortgaged Property which are not released
to
the Mortgagor in accordance with the Company's normal servicing procedures,
the
loan documents or applicable law;
(vii)
any
Monthly Advances;
(viii)
Intentionally Omitted;
(ix)
any
amounts required to be deposited by the Company pursuant to Section 4.10
in
connection with the deductible clause in any blanket hazard insurance policy,
such deposit shall be made from the Company's own funds, without reimbursement
therefor;
(x)
any
amounts required to be deposited in the Custodial Account pursuant to Section
4.01, 4.13 or 6.02.
The
foregoing requirements for deposit in the Custodial Account shall be exclusive,
it being understood and agreed that, without limiting the generality of
the
foregoing, payments in the nature of: amortization
schedule fees, fees for copies of canceled escrow checks, escrow analysis
and
loan documents, credit verification fees, fees for property inspections
for
defaults and lost drafts, fees for fax copies, partial release fees, nsf
fees,
speed pay fees, subordination fees and wire
Fees,
as
well as late
payment charges and assumption fees, to the extent permitted by Section
6.01,
need not be deposited by the Company in the Custodial Account. Any interest
paid
on funds deposited in the Custodial Account by the depository institution
shall
accrue to the benefit of the Company and the Company shall be entitled
to retain
and withdraw such interest from the Custodial Account pursuant to Section
4.05
(iv).
Section
4.05 Permitted
Withdrawals From the Custodial Account.
The
Company may, from time to time, withdraw from the Custodial Account for
the
following purposes:
(i) to
make
payments to the Purchaser in the amounts and in the manner provided for
in
Section 5.01;
(ii)
to
reimburse itself for Monthly Advances, the Company's right to reimburse
itself
pursuant to this subclause (ii) being limited to amounts received on the
related
Mortgage Loan which represent late collections (net of the related Servicing
Fees) of principal and/or interest respecting which any such advance was
made,
it being understood that, in the case of such reimbursement, the Company's
right
thereto shall be prior to the rights of the Purchaser, except that, where
the
Company is required to repurchase a Mortgage Loan, pursuant to Section
3.03 or
Section 3.04, the Company's right to such reimbursement shall be subsequent
to
the payment to the Purchaser of the Repurchase Price pursuant to such Section
and all other amounts required to be paid to the Purchaser with respect
to such
Mortgage Loan;
(iii)
to
reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
Fees, the Company's right to reimburse itself pursuant to this subclause
(iii)
with respect to any Mortgage Loan being limited to related proceeds from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance
with the relevant provisions of the FNMA Guides or as otherwise set forth
in
this Agreement or the related Term Sheet, it being understood that for
those
Mortgage Loans in foreclosure, Company shall recover for Servicing Advances
and
Servicing Fees through the completion of foreclosure and disposition of
the REO
Property; such recovery shall be made upon liquidation of the REO Property;
(iv) to
pay to
itself as part of its servicing compensation (a) any interest earned on
funds in
the Custodial Account (all such interest to be withdrawn monthly not later
than
each Remittance Date), and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage
Loan;
(v) to
pay to
itself with respect to each Mortgage Loan that has been repurchased pursuant
to
Section 3.03 or Section 3.04 all amounts received thereon and not distributed
as
of the date on which the related repurchase price is determined,
(vi) to
transfer funds to another Eligible Account in accordance with Section 4.09
hereof;
(vii)to
remove funds inadvertently placed in the Custodial Account by the Company;
and
(vi) to
clear
and terminate the Custodial Account upon the termination of this
Agreement.
Section
4.06 Establishment
of Escrow Accounts; Deposits in Escrow Accounts.
The
Company shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan which constitute Escrow Payments separate and apart
from any
of its own funds and general assets and shall establish and maintain one
or more
Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds
deposited in the Escrow Account may be drawn on by the Company in accordance
with Section 4.07. The creation of any Escrow Account shall be evidenced
by a
letter agreement in the form shown in Exhibit C. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and
upon
request to any subsequent purchaser.
The
Company shall deposit in the Escrow Account or Accounts on a daily basis,
and
retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any such items as required under the terms
of this
Agreement;
(ii) all
Insurance Proceeds which are to be applied to the restoration or repair
of any
Mortgaged Property; and
(iii)all
Servicing Advances for Mortgagors whose Escrow Payments are insufficient
to
cover escrow disbursements.
The
Company shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes
as
shall be as set forth or in accordance with Section 4.07. The Company shall
be
entitled to retain any interest paid on funds deposited in the Escrow Account
by
the depository institution other than interest on escrowed funds required
by law
to be paid to the Mortgagor and, to the extent required by law, the Company
shall pay interest on escrowed funds to the Mortgagor notwithstanding that
the
Escrow Account is non-interest bearing or that interest paid thereon is
insufficient for such purposes.
Section
4.07 Permitted
Withdrawals From Escrow Account.
Withdrawals
from the Escrow Account may be made by Company only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, Primary
Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance
premiums, condominium assessments and comparable items;
(ii) to
reimburse Company for any Servicing Advance made by Company with respect
to a
related Mortgage Loan but only from amounts received on the related Mortgage
Loan which represent late payments or collections of Escrow Payments
thereunder;
(iii)to
refund to the Mortgagor any funds as may be determined to be
overages;
(iv) for
transfer to the Custodial Account in accordance with the terms of this
Agreement;
(v) for
application to restoration or repair of the Mortgaged Property;
(vi) to
pay to
the Company, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii)
to
clear and terminate the Escrow Account on the termination of this Agreement.
As
part of its servicing duties, the Company shall pay to the Mortgagors interest
on funds in Escrow Account, to the extent required by law, and to the extent
that interest earned on funds in the Escrow Account is insufficient, shall
pay
such interest from its own funds, without any reimbursement therefor;
and
(viii)
to
pay to the Mortgagors or other parties Insurance Proceeds deposited in
accordance with Section 4.06.
Section
4.08 Payment
of Taxes, Insurance and Other Charges; Maintenance of Primary
Mortgage Insurance
Policies; Collections Thereunder.
With
respect to each Mortgage Loan, the Company shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates
and other
charges which are or may become a lien upon the Mortgaged Property and
the
status of primary mortgage insurance premiums and fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment
of such
charges, including renewal premiums and shall effect payment thereof prior
to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits
of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under
the
terms of the Mortgage or applicable law. To the extent that the Mortgage
does
not provide for Escrow Payments, the Company shall determine that any such
payments are made by the Mortgagor at the time they first become due. The
Company assumes full responsibility for the timely payment of all such
bills and
shall effect timely payments of all such bills irrespective of the Mortgagor's
faithful performance in the payment of same or the making of the Escrow
Payments
and shall make advances from its own funds to effect such payments.
The
Company will maintain in full force and effect Primary Mortgage Insurance
Policies issued by a Qualified Insurer with respect to each Mortgage Loan
for
which such coverage is herein required. Such coverage will be terminated
only
with the approval of Purchaser, or as required by applicable law or regulation;
provided, however that any such lender paid mortgage insurance coverage
may also
be terminated without approval by Purchaser in the event that such coverage
is
terminated in accordance with the Mortgagor’s Mortgage Note, Mortgage, or any
riders or addenda thereto. The Company will not cancel or refuse to renew
any
Primary Mortgage Insurance Policy in effect on the Closing Date that is
required
to be kept in force under this Agreement unless a replacement Primary Mortgage
Insurance Policy for such canceled or nonrenewed policy is obtained from
and
maintained with a Qualified Insurer. The Company shall not take any action
which
would result in non-coverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of the Company would have
been
covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 6.01, the Company
shall
promptly notify the insurer under the related Primary Mortgage Insurance
Policy,
if any, of such assumption or substitution of liability in accordance with
the
terms of such policy and shall take all actions which may be required by
such
insurer as a condition to the continuation of coverage under the Primary
Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is
terminated as a result of such assumption or substitution of liability,
the
Company shall obtain a replacement Primary Mortgage Insurance Policy as
provided
above.
In
connection with its activities as Company, the Company agrees to prepare
and
present, on behalf of itself and the Purchaser, claims to the insurer under
any
Private Mortgage Insurance Policy in a timely fashion in accordance with
the
terms of such Primary Mortgage Insurance Policy and, in this regard, to
take
such action as shall be necessary to permit recovery under any Primary
Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04,
any amounts collected by the Company under any Primary Mortgage Insurance
Policy
shall be deposited in the Custodial Account, subject to withdrawal pursuant
to
Section 4.05.
Section
4.09 Transfer
of Accounts.
The
Company may transfer the Custodial Account or the Escrow Account to a different
Eligible Account from time to time. Such transfer shall be made only upon
obtaining the prior written consent of the Purchaser, which consent will
not be
unreasonably withheld.
Section
4.10 Maintenance
of Hazard Insurance.
The
Company shall cause to be maintained for each Mortgage Loan fire and hazard
insurance with extended coverage as is acceptable to FNMA or FHLMC and
customary
in the area where the Mortgaged Property is located in an amount which
is equal
to the lesser of (i) the maximum insurable value of the improvements securing
such Mortgage Loan or (ii) the greater of (a) the outstanding principal
balance
of the Mortgage Loan, and (b) an amount such that the proceeds thereof
shall be
sufficient to prevent the Mortgagor and/or the mortgagee from becoming
a
co-insurer. If required by the Flood Disaster Protection Act of 1973, as
amended, each Mortgage Loan shall be covered by a flood insurance policy
meeting
the requirements of the current guidelines of the Federal Insurance
Administration in effect with an insurance carrier acceptable to FNMA or
FHLMC,
in an amount representing coverage not less than the least of (i) the
outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
value of the improvements securing such Mortgage Loan or (iii) the maximum
amount of insurance which is available under the Flood Disaster Protection
Act
of 1973, as amended. If at any time during the term of the Mortgage Loan,
the
Company determines in accordance with applicable law and pursuant to the
FNMA
Guides that a Mortgaged Property is located in a special flood hazard area
and
is not covered by flood insurance or is covered in an amount less than
the
amount required by the Flood Disaster Protection Act of 1973, as amended,
the
Company shall notify the related Mortgagor that the Mortgagor must obtain
such
flood insurance coverage, and if said Mortgagor fails to obtain the required
flood insurance coverage within forty-five (45) days after such notification,
the Company shall immediately force place the required flood insurance
on the
Mortgagor’s behalf. The Company shall also maintain on each REO Property, fire
and hazard insurance with extended coverage in an amount which is at least
equal
to the maximum insurable value of the improvements which are a part of
such
property, and, to the extent required and available under the Flood Disaster
Protection Act of 1973, as amended, flood insurance in an amount as provided
above. Any amounts collected by the Company under any such policies other
than
amounts to be deposited in the Escrow Account and applied to the restoration
or
repair of the Mortgaged Property or REO Property, or released to the Mortgagor
in accordance with Accepted Servicing Practices, shall be deposited in
the
Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required
by the
Company of the Mortgagor or maintained on property acquired in respect
of the
Mortgage Loan, other than pursuant to this Agreement, the FNMA Guides or
such
applicable state or federal laws and regulations as shall at any time be
in
force and as shall require such additional insurance. All such policies
shall be
endorsed with standard mortgagee clauses with loss payable to the Company
and
its successors and/or assigns and shall provide for at least thirty days
prior
written notice of any cancellation, reduction in the amount or material
change
in coverage to the Company. The Company shall not interfere with the Mortgagor's
freedom of choice in selecting either his insurance carrier or agent, provided,
however, that the Company shall not accept any such insurance policies
from
insurance companies unless such companies are Qualified Insurers.
Section
4.11 Maintenance
of Mortgage Impairment Insurance Policy.
In
the
event that the Company shall obtain and maintain a blanket policy issued
by an
insurer acceptable to FNMA or FHLMC insuring against hazard losses on all
of the
Mortgage Loans, then, to the extent such policy provides coverage in an
amount
equal to the amount required pursuant to Section 4.10 and otherwise complies
with all other requirements of Section 4.10, it shall conclusively be deemed
to
have satisfied its obligations as set forth in Section 4.10, it being understood
and agreed that such policy may contain a deductible clause, in which case
the
Company shall, in the event that there shall not have been maintained on
the
related Mortgaged Property or REO Property a policy complying with Section
4.10,
and there shall have been a loss which would have been covered by such
policy,
deposit in the Custodial Account the amount not otherwise payable under
the
blanket policy because of such deductible clause. In connection with its
activities as servicer of the Mortgage Loans, the Company agrees to prepare
and
present, on behalf of the Purchaser, claims under any such blanket policy
in a
timely fashion in accordance with the terms of such policy. Upon request
of the
Purchaser, the Company shall cause to be delivered to the Purchaser a certified
true copy of such policy and shall use its best efforts to obtain a statement
from the insurer thereunder that such policy shall in no event be terminated
or
materially modified without thirty days' prior written notice to the
Purchaser.
Section
4.12 Fidelity
Bond, Errors and Omissions Insurance.
The
Company shall maintain, at its own expense, a blanket fidelity bond and
an
errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the Mortgage Loan to handle funds, money, documents and
papers
relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the
Mortgage Banker's Blanket Bond and shall protect and insure the Company
against
losses, including forgery, theft, embezzlement and fraud of such persons.
The
errors and omissions insurance shall protect and insure the Company against
losses arising out of errors and omissions and negligent acts of such persons.
Such errors and omissions insurance shall also protect and insure the Company
against losses in connection with the failure to maintain any insurance
policies
required pursuant to this Agreement and the release or satisfaction of
a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 4.12 requiring the Fidelity
Bond
or errors and omissions insurance shall diminish or relieve the Company
from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by FNMA in the FNMA Guide. The Company shall
deliver to the Purchaser a certificate from the surety and the insurer
as to the
existence of the Fidelity Bond and errors and omissions insurance policy
and
shall obtain a statement from the surety and the insurer that such Fidelity
Bond
or insurance policy shall in no event be terminated or materially modified
without thirty days' prior written notice to the Purchaser. The Company
shall
notify the Purchaser within thirty business days of receipt of notice that
such
Fidelity Bond or insurance policy will be, or has been, materially modified
or
terminated. The Purchaser (or any party having the status of Purchaser
hereunder) and any subsidiary thereof and their successors or assigns as
their
interests may appear must be named as loss payees on the Fidelity Bond
and as
additional insured on the errors and omissions policy. Upon request by
Purchaser, Company shall provide Purchaser with an insurance certificate
certifying coverage under this Section 4.12, and will provide an update
to such
certificate upon request, or upon renewal or material modification of
coverage.
Section
4.13 Title,
Management and Disposition of REO Property.
In
the
event that title to the Mortgaged Property is acquired in foreclosure or
by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken
in the
name of the Purchaser or its designee, or in the event the Purchaser or
its
designee is not authorized or permitted to hold title to real property
in the
state where the REO Property is located, or would be adversely affected
under
the "doing business" or tax laws of such state by so holding title, the
deed or
certificate of sale shall be taken in the name of such Person or Persons
as
shall be consistent with an opinion of counsel obtained by the Company
from an
attorney duly licensed to practice law in the state where the REO Property
is
located. Any Person or Persons holding such title other than the Purchaser
shall
acknowledge in writing that such title is being held as nominee for the
benefit
of the Purchaser.
The
Company shall notify the Purchaser in accordance with the FNMA Guides of
each
acquisition of REO Property upon such acquisition, together with a copy
of the
drive by appraisal or brokers price opinion of the Mortgaged Property obtained
in connection with such acquisition, and thereafter assume the responsibility
for marketing such REO property in accordance with Accepted Servicing Practices.
Thereafter, the Company shall continue to provide certain administrative
services to the Purchaser relating to such REO Property as set forth in
this
Section 4.13. The fee for such administrative services (the “Administrative
Fee”) shall be $1,500 to be paid upon liquidation of the REO Property. No
Servicing Fee shall be assessed on any REO Property from and after the
date on
which it becomes an REO Property.
The
Company shall, either itself or through an agent selected by the Company,
and in
accordance with the FNMA Guides manage, conserve, protect and operate each
REO
Property in the same manner that it manages, conserves, protects and operates
other foreclosed property for its own account, and in the same manner that
similar property in the same locality as the REO Property is managed. The
Company shall cause each REO Property to be inspected promptly upon the
acquisition of title thereto and shall cause each REO Property to be inspected
at least monthly thereafter or more frequently as required by the circumstances.
The Company shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the Mortgage File and copies
thereof shall be forwarded by the Company to the Purchaser at Purchaser’s
request.
The
Company shall use its best efforts to dispose of the REO Property as soon
as
possible and shall sell such REO Property in any event within one year
after
title has been taken to such REO Property, unless the Company determines,
and
gives an appropriate notice to the Purchaser to such effect, that a longer
period is necessary for the orderly liquidation of such REO Property. If
a
longer period than one (1) year is permitted under the foregoing sentence
and is
necessary to sell any REO Property, the Company shall report monthly to
the
Purchaser as to the progress being made in selling such REO Property. No
REO
Property shall be marketed for less than the Appraised Value, without the
prior
consent of Purchaser. No REO Property shall be sold for less than ninety
five
percent (95%) of its Appraised Value, without the prior consent of Purchaser.
All requests for reimbursement of Servicing Advances shall be in accordance
with
the FNMA Guides. The disposition of REO Property shall be carried out by
the
Company at such price, and upon such terms and conditions, as the Company
deems
to be in the best interests of the Purchaser (subject to the above conditions).
Company shall provide monthly reports to Purchaser in reference to the
status of
the marketing of the REO Properties.
Notwithstanding
anything to the contrary contained herein, the Purchaser may, at the Purchaser's
sole option, terminate the Company as servicer of any such REO Property
without
payment of any termination fee with respect thereto, provided that the
Company
shall on the date said termination takes effect be reimbursed for any
unreimbursed advances of the Company's funds made pursuant to Section 5.03
and
any unreimbursed Servicing Advances and Servicing Fees, in each case relating
to
the Mortgage Loan underlying such REO Property notwithstanding anything
to the
contrary set forth in Section 4.05, and, only to the extent the related
REO
Property was not liquidated prior to Company’s termination, any Administrative
Fee prorated based on the following ratio: (1) the total number of months
the
Company serviced it as REO Property to (2) the total number of months from
completion of foreclosure to completion of liquidation of the REO Property.
In
the event of any such termination, the provisions of Section 11.01 hereof
shall
apply to said termination and the transfer of servicing responsibilities
with
respect to such REO Property to the Purchaser or its designee.
Section
4.14 Notification
of Maturity Date.
With
respect to each Mortgage Loan, the Company shall execute and deliver to
the
Mortgagor any and all necessary notices required under applicable law and
the
terms of the related Mortgage Note and Mortgage regarding the maturity
date if
required under applicable law.
ARTICLE
V
Section
5.01 Distributions.
On
each
Remittance Date, the Company shall distribute by wire transfer of immediately
available funds to the Purchaser (i) all amounts credited to the Custodial
Account as of the close of business on the preceding Determination Date,
net of
charges against or withdrawals from the Custodial Account pursuant to Section
4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated
to
distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage
Loan
Remittance Rate on any Principal Prepayment from the date of such Principal
Prepayment through the end of the month for which disbursement is made
provided
that the Company’s obligation as to payment of such interest shall be limited to
the Servicing Fee earned during the month of the distribution, minus (iv)
any
amounts attributable to Monthly Payments collected but due on a Due Date
or
Dates subsequent to the preceding Determination Date, which amounts shall
be
remitted on the Remittance Date next succeeding the Due Period for such
amounts.
It is understood that, by operation of Section 4.04, the remittance on
the first
Remittance Date with respect to Mortgage Loans purchased pursuant to the
related
Term Sheet is to include principal collected after the related Cut-off
Date
through the preceding Determination Date plus interest, adjusted to the
Mortgage
Loan Remittance Rate collected through such Determination Date exclusive
of any
portion thereof allocable to the period prior to the related Cut-off Date,
with
the adjustments specified in clauses (ii), (iii) and (iv) above.
With
respect to any remittance received by the Purchaser after the Remittance
Date,
the Company shall pay to the Purchaser interest on any such late payment
at an
annual rate equal to the Prime Rate, adjusted as of the date of each change,
plus three percentage points, but in no event greater than the maximum
amount
permitted by applicable law. Such interest shall cover the period commencing
with the day following the Business Day such payment was due and ending
with the
Business Day on which such payment is made to the Purchaser, both inclusive.
The
payment by the Company of any such interest shall not be deemed an extension
of
time for payment or a waiver of any Event of Default by the
Company.
Section
5.02 Statements
to the Purchaser.
The
Company shall furnish to Purchaser an individual loan accounting report,
as of
the last Business Day of each month, in the Company's assigned loan number
order
to document Mortgage Loan payment activity on an individual Mortgage Loan
basis.
With respect to each month, the corresponding individual loan accounting
report
shall be received by the Purchaser no later than the fifth Business Day
of the
following month on a disk or tape or other computer-readable format in
such
format as may be mutually agreed upon by both Purchaser and Company, and
no
later than the fifth Business Day of the following month in hard copy,
which
report, in hard copy, shall contain the following:
(i)
With
respect to each Monthly Payment, the amount of such remittance allocable
to
principal (including a separate breakdown of any Principal Prepayment,
including
the date of such prepayment, and any prepayment penalties or premiums,
along
with a detailed report of interest on principal prepayment amounts remitted
in
accordance with Section 4.04);
(ii)
with
respect to each Monthly Payment, the amount of such remittance allocable
to
interest;
(iii)
the
amount of servicing compensation received by the Company during the prior
distribution period;
(iv)
the
aggregate Stated Principal Balance of the Mortgage Loans;
(v)
the
aggregate of any expenses reimbursed to the Company during the prior
distribution period pursuant to Section 4.05;
(vi)
The
number and aggregate outstanding principal balances of Mortgage Loans (a)
delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b)
as to
which foreclosure has commenced; and (c) as to which REO Property has been
acquired; and
The
Company shall also provide a trial balance, sorted in Purchaser's assigned
loan
number order with each such Report.
The
Company shall prepare and file any and all information statements or other
filings required to be delivered to any governmental taxing authority pursuant
to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company
shall provide Purchaser with such information concerning the Mortgage Loans
as
is necessary for Purchaser to prepare its federal income tax return as
Purchaser
may reasonably request from time to time.
Section
5.03 Monthly
Advances by the Company.
Not
later
than the close of business on the Business Day preceding each Remittance
Date,
the Company shall deposit in the Custodial Account an amount equal to all
payments not previously advanced by the Company, whether or not deferred
pursuant to Section 4.01, of principal (due after the Cut-off Date) and
interest
not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage
Loan Remittance Rate, which were due on a Mortgage Loan and delinquent
at the
close of business on the related Determination Date.
The
Company's obligation to make such Monthly Advances as to any Mortgage Loan
will
continue through the last Monthly Payment due prior to the payment in full
of
the Mortgage Loan, or through the Remittance Date prior to the date on
which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from
the
sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
Loan
unless the Company deems such advance to be nonrecoverable. In such event,
the
Company shall deliver to the Purchaser an Officer's Certificate of the
Company
to the effect that an officer of the Company has reviewed the related Mortgage
File and has made the reasonable determination that any additional advances
are
nonrecoverable.
Section
5.04 Liquidation
Reports.
Upon
the
foreclosure sale of any Mortgaged Property or the acquisition thereof by
the
Purchaser pursuant to a deed-in-lieu of foreclosure, the Company shall
submit to
the Purchaser a liquidation report with respect to such Mortgaged Property
in a
form mutually acceptable to Company and Purchaser. The Company shall also
provide reports on the status of REO Property containing such information
as
Purchaser may reasonably require.
ARTICLE
VI
Section
6.01 Assumption
Agreements.
The
Company will, to the extent it has knowledge of any conveyance or prospective
conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
clause to the extent permitted by law; provided, however, that the Company
shall
not exercise any such rights if prohibited by law or the terms of the Mortgage
Note from doing so or if the exercise of such rights would impair or threaten
to
impair any recovery under the related Primary Mortgage Insurance Policy,
if any.
If the Company reasonably believes it is unable under applicable law to
enforce
such "due-on-sale" clause, the Company, with the approval of the Purchaser
(such
approval not to be unreasonably withheld), will enter into an assumption
agreement with the person to whom the Mortgaged Property has been conveyed
or is
proposed to be conveyed, pursuant to which such person becomes liable under
the
Mortgage Note and, to the extent permitted by applicable state law, the
Mortgagor remains liable thereon. Where an assumption is allowed pursuant
to
this Section 6.01, the Company, with the prior consent of the Purchaser
and the
primary mortgage insurer, if any, is authorized to enter into a substitution
of
liability agreement with the person to whom the Mortgaged Property has
been
conveyed or is proposed to be conveyed pursuant to which the original mortgagor
is released from liability and such Person is substituted as mortgagor
and
becomes liable under the related Mortgage Note. Any such substitution of
liability agreement shall be in lieu of an assumption agreement. Purchaser
shall
be deemed to have consented to any assumption for which Purchaser was given
notification and requested to consent, but for which neither a consent
nor an
objection was given by Purchaser within five Business Days of such notification.
In
connection with any such assumption or substitution of liability, the Company
shall follow the underwriting practices and procedures of the FNMA Guides.
With
respect to an assumption or substitution of liability, the Mortgage Interest
Rate borne by the related Mortgage Note, the amount of the Monthly Payment
and
the maturity date may not be changed (except pursuant to the terms of the
Mortgage Note). If the credit of the proposed transferee does not meet
such
underwriting criteria, the Company diligently shall, to the extent permitted
by
the Mortgage or the Mortgage Note and by applicable law, accelerate the
maturity
of the Mortgage Loan. The Company shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability
or assumption agreement, which document 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. All fees collected by the Company for entering into an assumption
or
substitution of liability agreement shall belong to the Company.
Notwithstanding
the foregoing paragraphs of this Section or any other provision of this
Agreement, the Company shall not be deemed to be in default, breach or
any other
violation of its obligations hereunder by reason of any assumption of a
Mortgage
Loan by operation of law or any assumption which the Company may be restricted
by law from preventing, for any reason whatsoever. For purposes of this
Section
6.01, the term "assumption" is deemed to also include a sale of the Mortgaged
Property subject to the Mortgage that is not accompanied by an assumption
or
substitution of liability agreement.
Section
6.02 Satisfaction
of Mortgages and Release of Mortgage
Files.
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Company of
a
notification that payment in full will be escrowed in a manner customary
for
such purposes, the Company will immediately notify the Purchaser by a
certification, which certification shall include a statement to the effect
that
all amounts received or to be received in connection with such payment
which are
required to be deposited in the Custodial Account pursuant to Section 4.04
have
been or will be so deposited, of a Servicing Officer and shall request
delivery
to it of the portion of the Mortgage File held by the Purchaser. The Purchaser
shall no later than five Business Days after receipt of such certification
and
request, release or cause to be released to the Company, the related Mortgage
Loan Documents and, upon its receipt of such documents, the Company shall
promptly prepare and deliver to the Purchaser the requisite satisfaction
or
release. No later than three Business Days following its receipt of such
satisfaction or release, the Purchaser shall deliver, or cause to be delivered,
to the Company the release or satisfaction properly executed by the owner
of
record of the applicable mortgage or its duly appointed attorney in fact.
No
expense incurred in connection with any instrument of satisfaction or deed
of
reconveyance shall be chargeable to the Custodial Account.
In
the
event the Company satisfies or releases a Mortgage without having obtained
payment in full of the indebtedness secured by the Mortgage or should it
otherwise prejudice any right the Purchaser may have under the mortgage
instruments, the Company, upon written demand, shall remit within two Business
Days to the Purchaser the then outstanding principal balance of the related
Mortgage Loan by deposit thereof in the Custodial Account. The Company
shall
maintain the Fidelity Bond and errors and omissions insurance insuring
the
Company against any loss it may sustain with respect to any Mortgage Loan
not
satisfied in accordance with the procedures set forth herein.
From
time
to time and as appropriate for the servicing or foreclosure of the Mortgage
Loan, including for the purpose of collection under any Primary Mortgage
Insurance Policy, the Purchaser shall, upon request of the Company and
delivery
to the Purchaser of a servicing receipt signed by a Servicing Officer,
release
the portion of the Mortgage File held by the Purchaser to the Company.
Such
servicing receipt shall obligate the Company to return the related Mortgage
documents to the Purchaser when the need therefor by the Company no longer
exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Custodial
Account or the Mortgage File or such document has been delivered to an
attorney,
or to a public trustee or other public official as required by law, for
purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property either judicially or non-judicially, and the
Company
has delivered to the Purchaser a certificate of a Servicing Officer certifying
as to the name and address of the Person to which such Mortgage File or
such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage
Loan
was liquidated, the servicing receipt shall be released by the Purchaser
to the
Company.
Section
6.03 Servicing
Compensation.
As
compensation for its services hereunder, the Company shall be entitled
to
withdraw from the Custodial Account (to the extent of interest payments
collected on the Mortgage Loans) or to retain from interest payments collected
on the Mortgage Loans, the amounts provided for as the Company's Servicing
Fee,
subject to payment of compensating interest on Principal Prepayments as
capped
by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing
compensation in the form of assumption fees, as provided in Section 6.01,
and
late payment charges and other ancillary fees shall be retained by the
Company
to the extent not required to be deposited in the Custodial Account. No
Servicing Fee shall be payable in connection with partial Monthly Payments.
The
Company shall be required to pay all expenses incurred by it in connection
with
its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section
6.04 Annual
Statement as to Compliance.
The
Company will deliver to the Purchaser as of September 30th of each year,
beginning with 2001, an Officers' Certificate stating, as to each signatory
thereof, that (i) a review of the activities of the Company during the
preceding
fiscal year and of performance under this Agreement has been made under
such
officers' supervision, and (ii) to the best of such officers' knowledge,
based
on such review, the Company has fulfilled all of its obligations under
this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known
to such
officers and the nature and status of cure provisions thereof. Copies of
such
statement shall be provided by the Company to the Purchaser upon
request.
Section
6.05 Annual
Independent Certified Public Accountants'
Servicing Report.
Within
one hundred twenty (120) days of Company's fiscal year end the Company
at its
expense shall cause a firm of independent public accountants which is a
member
of the American Institute of Certified Public Accountants to furnish a
statement
to the Purchaser to the effect that such firm has examined certain documents
and
records relating to the Company's servicing of mortgage loans of the same
type
as the Mortgage Loans pursuant to servicing agreements substantially similar
to
this Agreement, which agreements may include this Agreement, and that,
on the
basis of such an examination, conducted substantially in the uniform single
audit program for mortgage bankers, such firm is of the opinion that the
Company's servicing has been conducted in compliance with the agreements
examined pursuant to this Section 6.05, except for (i) such exceptions
as such
firm shall believe to be immaterial, and (ii) such other exceptions as
shall be
set forth in such statement. Copies of such statement shall be provided
by the
Company to the Purchaser. In addition, on an annual basis, Company shall
provided Purchaser with copies of its audited financial statements upon
execution by Purchaser of an agreement to keep confidential the contents
of such
financial statements.
Section
6.06 Purchaser's
Right to Examine Company Records.
The
Purchaser shall have the right to examine and audit upon reasonable notice
to
the Company, during business hours or at such other times as might be reasonable
under applicable circumstances, any and all of the books, records, documentation
or other information of the Company, or held by another for the Company
or on
its behalf or otherwise, which relates to the performance or observance
by the
Company of the terms, covenants or conditions of this Agreement.
The
Company shall provide to the Purchaser and any supervisory agents or examiners
representing a state or federal governmental agency having jurisdiction
over the
Purchaser, including but not limited to OTS, FDIC and other similar entities,
access to any documentation regarding the Mortgage Loans in the possession
of
the Company which may be required by any applicable regulations. Such access
shall be afforded without charge, upon reasonable request, during normal
business hours and at the offices of the Company, and in accordance with
the
federal government, FDIC, OTS, or any other similar regulations.
ARTICLE
VII
Section
7.01 Company
Shall Provide Information as Reasonably
Required.
The
Company shall furnish to the Purchaser during the term of this Agreement,
such
periodic, special or other reports, information or documentation, whether
or not
provided for herein, as shall be necessary, reasonable or appropriate in
respect
to the Purchaser, or otherwise in respect to the Mortgage Loans and the
performance of the Company under this Agreement, including any reports,
information or documentation reasonably required to comply with any regulations
regarding any supervisory agents or examiners of the Purchaser all such
reports
or information to be as provided by and in accordance with such applicable
instructions and directions as the Purchaser may reasonably request in
relation
to this Agreement or the performance of the Company under this Agreement.
The
Company agrees to execute and deliver all such instruments and take all
such
action as the Purchaser, from time to time, may reasonably request in order
to
effectuate the purpose and to carry out the terms of this
Agreement.
In
connection with marketing the Mortgage Loans, the Purchaser may make available
to a prospective purchaser audited financial statements of the Company
for the
most recently completed two (2) fiscal years for which such statements
are
available, as well as a Consolidated Statement of Condition at the end
of the
last two (2) fiscal years covered by any Consolidated Statement of Operations.
If it has not already done so, the Company shall furnish promptly to the
Purchaser or a prospective purchaser copies of the statements specified
above;
provided, however, that prior to furnishing such statements or information
to
any prospective purchaser, the Company may require such prospective purchaser
to
execute a confidentiality agreement in a form satisfactory to the
Company.
The
Company shall make reasonably available to the Purchaser or any prospective
Purchaser a knowledgeable financial or accounting officer for the purpose
of
answering questions and to permit any prospective purchaser to inspect
the
Company’s servicing facilities for the purpose of satisfying such prospective
purchaser that the Company has the ability to service the Mortgage Loans
as
provided in this Agreement.
ARTICLE
VIII
Section
8.01 Indemnification;
Third Party Claims.
The
Company agrees to indemnify the Purchaser and hold it harmless against
any and
all claims, losses, damages, penalties, fines, forfeitures, legal fees
and
related costs, judgments, and any other costs, fees and expenses that the
Purchaser may sustain in any way related to the failure of the Company
to
observe and perform its duties, obligations, covenants, and agreements
to
service the Mortgage Loans in strict compliance with the terms of this
Agreement. The Company agrees to indemnify the Purchaser and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and
expenses
that the Purchaser may sustain in any way related to the breach of a
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
The Company shall immediately notify the Purchaser if a claim is made by
a third
party against Company with respect to this Agreement or the Mortgage Loans,
assume (with the consent of the Purchaser) the defense of any such claim
and pay
all expenses in connection therewith, including counsel fees, whether or
not
such claim is settled prior to judgment, and promptly pay, discharge and
satisfy
any judgment or decree which may be entered against it or the Purchaser
in
respect of such claim. The Company shall follow any reasonable written
instructions received from the Purchaser in connection with such claim.
The
Purchaser shall promptly reimburse the Company for all amounts advanced
by it
pursuant to the two preceding sentences except when the claim relates to
the
failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation
or
warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad
faith
or willful misconduct of Company. The provisions of this Section 8.01 shall
survive termination of this Agreement.
Section
8.02 Merger
or Consolidation of the Company.
Unless
the Purchaser is notified in writing that the Company intends to change
its
status as a federal savings bank (such notice shall be given by the Company
to
Purchaser one month prior to such change), the Company will keep in full
effect
its existence, rights and franchises as a federal savings bank under federal
law
except as permitted herein, and will obtain and preserve its qualification
to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement.
Any
Person into which the Company may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Company
shall be a party, or any Person succeeding to the business of the Company
whether or not related to loan servicing, shall be the successor of the
Company
hereunder, without the execution or filing of any paper or any further
act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person
shall
be an institution (i) having a GAAP net worth of not less than $25,000,000,
(ii)
the deposits of which are insured by the FDIC, SAIF and/or BIF, or which
is a
HUD-approved mortgagee whose primary business is in origination and servicing
of
first lien mortgage loans, and (iii) who is a FNMA or FHLMC approved
Seller/Servicer in good standing.
Section
8.03 Limitation
on Liability of the Company and Others.
Neither
the Company nor any of the officers, employees or agents of the Company
shall be
under any liability to the Purchaser for any action taken or for refraining
from
the taking of any action in good faith pursuant to this Agreement, or for
errors
in judgment made in good faith; provided, however, that this provision
shall not
protect the Company against any breach of warranties or representations
made
herein, or failure to perform its obligations in strict compliance with
any
standard of care set forth in this Agreement, or any liability which would
otherwise be imposed by reason of negligence, bad faith or willful misconduct,
or any breach of the terms and conditions of this Agreement. The Company
and any
officer, employee or agent of the Company may rely in good faith on any
document
of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under
any
obligation to appear in, prosecute or defend any legal action which is
not
incidental to its duties to service the Mortgage Loans in accordance with
this
Agreement and which in its reasonable opinion may involve it in any expenses
or
liability; provided, however, that the Company may, with the consent of
the
Purchaser, undertake any such action which it may deem necessary or desirable
in
respect to this Agreement and the rights and duties of the parties hereto.
In
such event, the reasonable legal expenses and costs of such action and
any
liability resulting therefrom shall be expenses, costs and liabilities
for which
the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
Section
8.04 Company
Not to Assign or Resign.
The
Company shall not assign this Agreement or resign from the obligations
and
duties hereby imposed on it except by mutual consent of the Company and
the
Purchaser or upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
the
Company. Any such determination permitting the resignation of the Company
shall
be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser
which Opinion of Counsel shall be in form and substance acceptable to the
Purchaser. No such resignation shall become effective until a successor
shall
have assumed the Company's responsibilities and obligations hereunder in
the
manner provided in Section 11.01.
Section
8.05 No
Transfer of Servicing.
With
respect to the retention of the Company to service the Mortgage Loans hereunder,
the Company acknowledges that the Purchaser has acted in reliance upon
the
Company's independent status, the adequacy of its servicing facilities,
plan,
personnel, records and procedures, its integrity, reputation and financial
standing and the continuance thereof. Without in any way limiting the generality
of this Section, the Company shall not either assign this Agreement or
the
servicing hereunder or delegate its rights or duties hereunder or any portion
thereof, or sell or otherwise dispose of all or substantially all of its
property or assets, without the prior written approval of the Purchaser,
which
consent shall be granted or withheld in the Purchaser's sole
discretion.
Without
in any way limiting the generality of this Section 8.05, in the event that
the
Company either shall assign this Agreement or the servicing responsibilities
hereunder or delegate its duties hereunder or any portion thereof without
(i)
satisfying the requirements set forth herein or (ii) the prior written
consent
of the Purchaser, then the Purchaser shall have the right to terminate
this
Agreement as set forth in Section 10.02, without any payment of any penalty
or
damages and without any liability whatsoever to the Company (other than
with
respect to accrued but unpaid Servicing Fees and Servicing Advances remaining
unpaid) or any third party.
ARTICLE
IX
Section
9.01 Events
of Default.
In
case
one or more of the following Events of Default by the Company shall occur
and be
continuing, that is to say:
(i)
any
failure by the Company to remit to the Purchaser any payment required to
be made
under the terms of this Agreement which continues unremedied for a period
of two
Business Days after the earlier of the date upon which written notice of
such
failure, requiring the same to be remedied, shall have been given to the
Company
by the Purchaser or the date upon which such non-payment is discovered
by
Company; or
(ii)
failure on the part of the Company duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Company
set
forth in this Agreement which continues unremedied for a period of thirty
days
(except that such number of days shall be fifteen in the case of a failure
to
pay any premium for any insurance policy required to be maintained under
this
Agreement) after the date on which written notice of such failure, requiring
the
same to be remedied, shall have been given to the Company by the Purchaser;
or
(iii)
a
decree or order of a court or agency or supervisory authority having
jurisdiction for the appointment of a conservator or receiver or liquidator
in
any insolvency, bankruptcy, readjustment of debt, marshalling of assets
and
liabilities or similar proceedings, or for the winding-up or liquidation
of its
affairs, shall have been entered against the Company and such decree or
order
shall have remained in force undischarged or unstayed for a period of sixty
days; or
(iv)
the
Company shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
of
assets and liabilities or similar proceedings of or relating to the Company
or
of or relating to all or substantially all of its property; or
(v)
the
Company shall admit in writing its inability to pay its debts generally
as they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vi)
Company ceases to be approved by both FNMA and FHLMC as a mortgage loan
Company
and Company for more than thirty days; or
(vii)
the
Company attempts to assign its right to servicing compensation hereunder
or the
Company attempts, without the consent of the Purchaser, to sell or otherwise
dispose of all or substantially all of its property or assets or to assign
this
Agreement or the servicing responsibilities hereunder or to delegate its
duties
hereunder or any portion thereof; or
(viii)
the Company ceases to be (a) licensed to service first lien residential
mortgage
loans in any jurisdiction in which a Mortgaged Property is located and
such
licensing is required, and (b) qualified to transact business in any
jurisdiction where it is currently so qualified, but only to the extent
such
non-qualification materially and adversely affects the Company's ability
to
perform its obligations hereunder; or
(ix)
the
Company fails to meet the eligibility criteria set forth in the last sentence
of
Section 8.02.
Then,
and
in each and every such case, so long as an Event of Default shall not have
been
remedied, the Purchaser, by notice in writing to the Company may, in addition
to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law
or equity or to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Company under this Agreement
and
in and to the Mortgage Loans and the proceeds thereof without compensating
the
Company for the same. On or after the receipt by the Company of such written
notice, all authority and power of the Company under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested
in
the successor appointed pursuant to Section 11.01. Upon written request
from the
Purchaser, the Company shall prepare, execute and deliver, any and all
documents
and other instruments, place in such successor's possession all Mortgage
Files,
and do or accomplish all other acts or things necessary or appropriate
to effect
the purposes of such notice of termination, whether to complete the transfer
and
endorsement or assignment of the Mortgage Loans and related documents,
or
otherwise, at the Company's sole expense. The Company agrees to cooperate
with
the Purchaser and such successor in effecting the termination of the Company's
responsibilities and rights hereunder, including, without limitation, the
transfer to such successor for administration by it of all cash amounts
which
shall at the time be credited by the Company to the Custodial Account or
Escrow
Account or thereafter received with respect to the Mortgage Loans or any
REO
Property.
Section
9.02 Waiver
of Defaults.
The
Purchaser may waive only by written notice any default by the Company in
the
performance of its obligations hereunder and its consequences. Upon any
such
waiver of a past default, such default shall cease to exist, and any Event
of
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent
or
other default or impair any right consequent thereon except to the extent
expressly so waived in writing.
ARTICLE
X
Section
10.01 Termination.
The
respective obligations and responsibilities of the Company shall terminate
upon:
(i) the later of the final payment or other liquidation (or any advance
with
respect thereto) of the last Mortgage Loan or the disposition of all REO
Property and the remittance of all funds due hereunder; or (ii) by mutual
consent of the Company and the Purchaser in writing; or (iii) termination
with
or without cause under the terms of this Agreement.
Section
10.02 Termination
Without Cause.
The
Purchaser may, at its sole option, terminate any rights the Company may
have
hereunder, without cause, upon no less than 90 days written notice. Any
such
notice of termination shall be in writing and delivered to the Company
as
provided in Section 11.05 of this Agreement. In the event of such termination,
the Purchaser agrees to pay, as liquidated damages, a sum equal to three
percent
(3.0%) of the aggregate unpaid principal balance of the Mortgage
Loans.
ARTICLE
XI
Section
11.01 Successor
to the Company.
Prior
to
termination of Company's responsibilities and duties under this Agreement
pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii) or 10.02, the
Purchaser shall (i) succeed to and assume all of the Company's responsibilities,
rights, duties and obligations under this Agreement, or (ii) appoint a
successor
having the characteristics set forth in Section 8.02 hereof and which shall
succeed to all rights and assume all of the responsibilities, duties and
liabilities of the Company under this Agreement prior to the termination
of
Company's responsibilities, duties and liabilities under this Agreement.
In
connection with such appointment and assumption, the Purchaser may make
such
arrangements for the compensation of such successor out of payments on
Mortgage
Loans as the Purchaser and such successor shall agree. In the event that
the
Company's duties, responsibilities and liabilities under this Agreement
should
be terminated pursuant to the aforementioned Sections, the Company shall
discharge such duties and responsibilities during the period from the date
it
acquires knowledge of such termination until the effective date thereof
with the
same degree of diligence and prudence which it is obligated to exercise
under
this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The Company
shall
be compensated in accordance with this Agreement up until the effective
date of
its termination or resignation. The resignation or removal of Company pursuant
to the aforementioned Sections shall not become effective until a successor
shall be appointed pursuant to this Section and shall in no event relieve
the
Company of the representations and warranties made pursuant to Sections
3.01,
3.02 and 3.03 and the remedies available to the Purchaser thereunder and
under
Section 8.01, it being understood and agreed that the provisions of such
Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company
notwithstanding any such resignation or termination of the Company, or
the
termination of this Agreement.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Company and to the Purchaser an instrument accepting such appointment,
whereupon such successor shall become fully vested with all the rights,
powers,
duties, responsibilities, obligations and liabilities of the Company, with
like
effect as if originally named as a party to this Agreement. Any termination
or
resignation of the Company or this Agreement pursuant to Section 4.13,
8.04,
9.01, 10.01, or 10.02 shall not affect any claims that the Purchaser may
have
against the Company arising prior to any such termination or
resignation.
The
Company shall promptly deliver to the successor the funds in the Custodial
Account and the Escrow Account and the Mortgage Files and related documents
and
statements held by it hereunder and the Company shall account for all funds.
The
Company shall execute and deliver such instruments and do such other things
all
as may reasonably be required to more fully and definitely vest and confirm
in
the successor all such rights, powers, duties, responsibilities, obligations
and
liabilities of the Company. The successor shall make arrangements as it
may deem
appropriate to reimburse the Company for unrecovered Servicing Advances
which
the successor retains hereunder and which would otherwise have been recovered
by
the Company pursuant to this Agreement but for the appointment of the successor
Company.
Upon
a
successor's acceptance of appointment as such, the Company shall notify
by mail
the Purchaser of such appointment.
Section
11.02 Amendment.
This
Agreement and the related Term Sheet may be amended from time to time by
the
Company and the Purchaser only by written agreement signed by the Company
and
the Purchaser.
Section
11.03 Recordation
of Agreement.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any 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 Company at the Company's
expense on direction of the Purchaser accompanied by an opinion of counsel
to
the effect that such recordation materially and beneficially affects the
interest of the Purchaser or is necessary for the administration or servicing
of
the Mortgage Loans.
Section
11.04 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York except to the extent preempted by Federal law. The
obligations, rights and remedies of the parties hereunder shall be determined
in
accordance with such laws.
Section
11.05 Notices.
Any
demands, notices or other communications permitted or required hereunder
shall
be in writing and shall be deemed conclusively to have been given if personally
delivered at or mailed by registered mail, postage prepaid, and return
receipt
requested or certified mail, return receipt requested, or transmitted by
telex,
telegraph or telecopier and confirmed by a similar mailed writing, as
follows:
(i) if
to the
Company:
Chevy
Chase Bank, F.S.B.
0000
Xxxxxxxxx Xxxxxx, Xxxx Xxxxx, 0xx
Xxxxx
Xxxxxxxx,
XX 00000
Attention:
Xxxxxxx Xxxxxx
With
copy
to:
Xxxxx
XxXxxxxx, Esq.
Deputy
General Counsel
0000
Xxxxxxxxx Xxxxxx, Xxxx Xxxxx, 00xx
Xxxxx
Xxxxxxxx,
XX 00000
and:
Xxxxx
Xxxxx
Loan
Servicing Manager
0000
Xxxxx Xxxxx Xxxxx
Xxxxxx,
XX 00000
(ii)
if
to the
Purchaser:
EMC
Mortgage Corporation
Mac
Xxxxxx Xxxxx XX
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Attention:
Xxxxxx Xxxxx
with
copy
to: EMC Mortgage Corporation, General Counsel
or
such
other address as may hereafter be furnished to the other party 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
11.06 Severability
of Provisions.
Any
part,
provision, representation or warranty of this Agreement and the related
Term
Sheet which is prohibited or which is held to be void or unenforceable
shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction
shall
be ineffective, as to such jurisdiction, to the extent of such prohibition
or
unenforceability without invalidating the remaining provisions hereof,
and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage
Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable
any
provision hereof. If the invalidity of any part, provision, representation
or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate,
in good
faith, to develop a structure the economic effect of which is nearly as
possible
the same as the economic effect of this Agreement without regard to such
invalidity.
Section
11.07 Exhibits.
The
exhibits to this Agreement are hereby incorporated and made a part hereof
and
are an integral part of this Agreement.
Section
11.08 General
Interpretive Principles.
For
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires:
(i)
the
terms
defined in this Agreement have the meanings assigned to them in this Agreement
and include the plural as well as the singular, and the use of any gender
herein
shall be deemed to include the other gender;
(ii)
accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii)
references
herein to "Articles", "Sections", Subsections", "Paragraphs", and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;
(iv)
a
reference to a Subsection without further reference to a Section is a reference
to such Subsection as contained in the same Section in which the reference
appears, and this rule shall also apply to Paragraphs and other
subdivisions;
(v)
the
words
"herein", "hereof ", "hereunder" and other words of similar import refer
to this
Agreement as a whole and not to any particular provision;
(vi)
the
term
"include" or "including" shall mean without limitation by reason of enumeration;
and
(viii)
headings
of the Articles and Sections in this Agreement are for reference purposes
only
and shall not be deemed to have any substantive effect.
Section
11.09 Reproduction
of Documents.
This
Agreement and all documents relating thereto, including, without limitation,
(i)
consents, waivers and modifications which may hereafter be executed, (ii)
documents received by any party at the closing, and (iii) financial statements,
certificates and other information previously or hereafter furnished, may
be
reproduced by any photographic, photostatic, microfilm, micro-card, 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
11.10 Confidentiality
of Information.
Each
party recognizes that, in connection with this Agreement, it may become
privy to
non-public information regarding the financial condition, operations and
prospects of the other party, in addition to consumer information some
of which
information may be deemed confidential pursuant to the Xxxxx-Xxxxx-Xxxxxx
Act (Pub. L. 106-102).
Each
party agrees to keep all such non-public information strictly confidential
(and
shall require any third party which receives any such confidential information
to keep such information confidential), and to use all such information
solely
in order to effectuate the purpose of the Agreement, provided that each
party
may provide confidential information to its employees, agents and affiliates
who
have a need to know such information in order to effectuate the transaction,
provided further that such information is identified as confidential non-public
information. In addition, confidential information may be provided to a
regulatory authority with supervisory power over Purchaser, provided such
information is identified as confidential non-public information.
Section
11.11 Recordation
of Assignments of Mortgage.
To
the
extent permitted by applicable law, each of the Assignments of Mortgage
is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which
any or
all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected at
the
Company’s expense in the event recordation is either necessary under applicable
law or requested by the Purchaser at its sole option.
Section
11.12 Assignment
by Purchaser.
The
Purchaser shall have the right, without the consent of the Company, to
assign,
in whole or in part, its interest under this Agreement with respect to
some or
all of the Mortgage Loans, and designate any person to exercise any rights
of
the Purchaser hereunder, by executing an Assignment and Assumption Agreement
substantially in the form of Exhibit D hereto and the assignee or designee
shall
accede to the rights and obligations hereunder of the Purchaser with respect
to
such Mortgage Loans. All references to the Purchaser in this Agreement
shall be
deemed to include its assignee or designee. However, in no event shall
there be
more than three (3) Persons at any given time having the status of "Purchaser"
hereunder.
Section
11.13 No
Partnership.
Nothing
herein contained shall be deemed or construed to create a co-partnership
or
joint venture between the parties hereto and the services of the Company
shall
be rendered as an independent contractor and not as agent for
Purchaser.
Section
11.14 Execution:
Successors and Assigns.
This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed,
shall
be deemed to be an original; such counterparts, together, shall constitute
one
and the same agreement. Subject to Section 8.04, this Agreement shall inure
to
the benefit of and be binding upon the Company and the Purchaser and their
respective successors and assigns.
Section
11.15 Entire
Agreement.
The
Company acknowledges that no representations, agreements or promises were
made
to the Company by the Purchaser or any of its employees other than those
representations, agreements or promises specifically contained herein or
in the
Confirmation. This Agreement and the related Term Sheet sets forth the
entire
understanding between the parties hereto and shall be binding upon all
successors of both parties. In the event of any inconsistency between the
Confirmation and this Agreement and the related Term Sheet, this Agreement
and
the related Term Sheet shall control.
Section
11.16. No
Solicitation.
From
and
after the Closing Date, the Company 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 the Company's behalf, to personally, by
telephone
or mail, solicit the borrower or obligor under any Mortgage Loan to refinance
the Mortgage Loan, in whole or in part, without the prior written consent
of the
Purchaser. Notwithstanding the foregoing, it is understood and agreed that
promotions undertaken by the Company or any affiliate of the Company which
are
directed to the general public at large, or segments thereof, provided
that no
segment shall consist primarily of the Mortgage Loans, including, without
limitation, mass mailing based on commercially acquired mailing lists,
newspaper, radio and television advertisements shall not constitute solicitation
under this Section 11.16. This Section 11.16 shall not be deemed to preclude
the
Company or any of its affiliates from soliciting any Mortgagor for any
other
financial products or services.
Section
11.17. Closing.
The
closing for the purchase and sale of the Mortgage Loans shall take place
on the
related Closing Date. The closing shall be either: by telephone, confirmed
by
letter or wire as the parties shall agree, or conducted in person, at such
place
as the parties shall agree.
The
closing for the Mortgage Loans to be purchased on the related Closing Date
shall
be subject to each of the following conditions:
(a) at
least
one (1) Business Day prior to the related Closing Date, the Company shall
deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing
on
a loan-level basis of the information contained in the related Mortgage
Loan
Schedule attached to the related Term Sheet;
(b) all
of
the representations and warranties of the Company and Company under this
Agreement and the related Term Sheet shall be materially true and correct
as of
the related Closing Date and no event shall have occurred which, with notice
or
the passage of time, would constitute a material default under this Agreement
or
the related Term Sheet;
(c) the
Purchaser shall have received, or the Purchaser's attorneys shall have
received
in escrow, all documents required pursuant to this Agreement and the related
Term Sheet, an opinion of counsel and an officer's certificate, all in
such
forms as are agreed upon and acceptable to the Purchaser, duly executed
by all
signatories other than the Purchaser as required pursuant to the terms
of this
Agreement and the related Term Sheet;
(d) the
Company shall have delivered and released to the Purchaser (or its designee)
on
or prior to the related Closing Date all documents required pursuant to
the
terms of this Agreement and the related Term Sheet; and
(e) all
other
terms and conditions of this Agreement, the related Term Sheet and the
Confirmation shall have been materially complied with.
Subject
to the foregoing conditions, the Purchaser shall pay to the Company on
the
related Closing Date the Purchase Price, plus accrued interest pursuant
to
Section 2.02 of this Agreement and the related Term Sheet, by wire transfer
of
immediately available funds to the account designated by the
Company.
Section
11.18. Cooperation
of Company with a Reconstitution.
The
Company and the Purchaser agree that with respect to some or all of the
Mortgage
Loans, on or after the related Closing Date, on one or more dates (each
a
"Reconstitution Date") at the Purchaser's sole option, the Purchaser may
effect
a sale (each, a "Reconstitution") of some or all of the Mortgage Loans
then
subject to this Agreement and the related Term Sheet, without recourse,
to:
(a)
one or
more third party purchasers in one or more in whole loan transfers (each,
a
"Whole Loan Transfer"); or
(b) one
or
more trusts or other entities to be formed as part of one or more pass-through
transfers (each, a "Pass-Through Transfer");
however,
in no event shall there be more than three (3) persons at any given time
having
the status of "Purchaser" hereunder.
The
Company agrees to execute in connection with any agreements between the
Purchaser and the Company in connection with a Whole Loan Transfer, a Company's
warranties and servicing agreement or a participation and servicing agreement
or
similar agreement in form and substance reasonably acceptable to the parties,
and in connection with a Pass-Through Transfer, a pooling and servicing
agreement in form and substance reasonably acceptable to the parties,
(collectively the agreements referred to herein are designated, the
"Reconstitution Agreements"). It is understood that any such Reconstitution
Agreements will not contain any greater obligations on the part of Company
than
are contained in this Agreement and the related Term Sheet.
With
respect to each Whole Loan Transfer and each Pass-Through Transfer entered
into
by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser
and any prospective purchaser with respect to all reasonable requests and
due
diligence procedures; (2) to execute, deliver and perform all Reconstitution
Agreements required by the Purchaser; (3) to restate the representations
and
warranties set forth in this Agreement (provided that with respect to those
representations and warranties set forth in Section 3.02, the Company shall
only
restate those representations and warranties that relate in any way to
the
Mortgage Loan (or any set of facts with respect thereto) as of origination
and
any representations and warranties that relate to the servicing of such
Mortgage
Loan as of the settlement or closing date in connection with such Reconstitution
(each, a "Reconstitution Date"). In that connection, the Company shall
provide
to such Company or issuer, as the case may be, and any other participants
in
such Reconstitution: (i) any and all information and appropriate verification
of
information which may be reasonably available to the Company, whether through
letters of its auditors and counsel or otherwise, as the Purchaser or any
such
other participant shall request upon reasonable demand; and (ii) such additional
representations, warranties, covenants, opinions of counsel, letters from
auditors, and certificates of public officials or officers of the Company
as are
reasonably agreed upon by the Company and the Purchaser or any such other
participant. The Purchaser shall be responsible for the costs relating
to the
delivery of such information.
All
Mortgage Loans not sold or transferred pursuant to a Reconstitution shall
remain
subject to, and serviced in accordance with the terms of, this Agreement
and the
related Term Sheet, and with respect thereto this Agreement and the related
Term
Sheet shall remain in full force and effect.
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EMC
MORTGAGE CORPORATION
Purchaser
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By:
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Name:
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Title:
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CHEVY
CHASE BANK, F.S.B.
Company
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By:
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Name:
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Title:
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EXHIBIT
A
CONTENTS
OF MORTGAGE FILE
With
respect to each Mortgage Loan, the Mortgage File shall include each of
the
following items, which shall be available for inspection by the Purchaser,
and
which shall be retained by the Company in the Servicing File or delivered
to the
Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase,
Warranties and Servicing Agreement.
1. The
original Mortgage Note endorsed "Pay to the order of
____________________________________________________, without recourse,"
and
signed in the name of the Company by an authorized officer, with all intervening
endorsements showing a complete chain of title from the originator to the
Company, together with any applicable riders. If the Mortgage Loan was
acquired
by the Company in a merger, the endorsement must be by "[Company], successor
by
merger to the [name of predecessor]". If the Mortgage Loan was acquired
or
originated by the Company while doing business under another name, the
endorsement must be by "[Company] formerly known as [previous name]". In
the
event that the original Mortgage Note is lost, a lost note affidavit may
be
provided.
2.
The
original Mortgage (together with a standard adjustable rate mortgage rider)
with
evidence of recording thereon, or a copy thereof certified by the public
recording office in which such mortgage has been recorded or, if the original
Mortgage has not been returned from the applicable public recording office,
a
true certified copy, certified by the Company.
3. The
original or certified copy, certified by the Company, of the Primary Mortgage
Insurance Policy, if required.
4. At
Purchaser’s option, the Company shall either deliver (i) the original
Assignment, from the Company to _____________________________________,
or in
accordance with Purchaser's instructions, which assignment shall, but for
any
blanks requested by Purchaser, be in form and substance acceptable for
recording; or (ii) if the Assignment of Mortgage is issued in accordance
with
MERS requirements, Company shall cause each Mortgage Loan to be registered
with
MERS in the name of Purchaser (or as otherwise directed by Purchaser).
If an
Assignment of Mortgage is issued in accordance with (i) above, and if the
Mortgage Loan was acquired or originated by the Company while doing business
under another name, the Assignment must be by "[Company] formerly known
as
[previous name]".
5. The
original policy of title insurance, including riders and endorsements thereto,
or if the policy has not yet been issued, a written commitment or interim
binder
or preliminary report of title issued by the title insurance or escrow
company.
6. Originals
of all recorded intervening Assignments, or copies thereof, certified by
the
public recording office in which such Assignments have been recorded showing
a
complete chain of title from the originator to the Company, with evidence
of
recording thereon, or a copy thereof certified by the public recording
office in
which such Assignment has been recorded or, if the original Assignment
has not
been returned from the applicable public recording office, a true certified
copy, certified by the Company.
7. Originals,
or copies thereof certified by the public recording office in which such
documents have been recorded, of each assumption, extension, modification,
written assurance or substitution agreements, if applicable, or if the
original
of such document has not been returned from the applicable public recording
office, a true certified copy, certified by the Company.
8. If
the
Mortgage Note or Mortgage or any other material document or instrument
relating
to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
the
original or copy of 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, or a copy thereof certified by the public recording
office
in which such instrument has been recorded or, if the original instrument
has
not been returned from the applicable public recording office, a true certified
copy, certified by the Company.
9. Mortgage
Loan closing statement (Form HUD-1) and any other truth-in-lending or real
estate settlement procedure forms required by law.
10.
Residential loan application.
11. Uniform
underwriter and transmittal summary (FNMA Form 1008) or reasonable
equivalent.
12. Credit
report on the mortgagor.
13. Business
credit report, if applicable.
14. Residential
appraisal report and attachments thereto.
15. The
original of any guarantee executed in connection with the Mortgage
Note.
16. Verification
of employment and income except for Mortgage Loans originated under a Limited
Documentation Program, all in accordance with Company's underwriting
guidelines.
17. Verification
of acceptable evidence of source and amount of down payment, in accordance
with
Company's underwriting guidelines.
18. Photograph
of the Mortgaged Property (may be part of appraisal).
19. Survey
of
the Mortgaged Property, if any.
20. Sales
contract, if applicable.
21. If
available, termite report, structural engineer’s report, water portability and
septic certification.
22. Any
original security agreement, chattel mortgage or equivalent executed in
connection with the Mortgage.
23. Name
affidavit, if applicable.
Notwithstanding
anything to the contrary herein, Company may provide one certificate for
all of
the Mortgage Loans indicating that the documents were delivered for
recording.
EXHIBIT
B
CUSTODIAL
ACCOUNT LETTER AGREEMENT
To: Chevy
Chase Bank, F.S.B.
_____________________
_____________________
(the
"Depository")
As
"Company" under the Purchase, Warranties and Servicing Agreement, dated
as of
July 1, 2001, Adjustable Rate Mortgage Loans (the "Agreement"), we hereby
authorize and request you to establish an account, as a Custodial Account
pursuant to Section 4.04 of the Agreement, to be designated as "Chevy Chase
Bank, F.S.B., in trust for EMC Mortgage Corporation". All deposits in the
account shall be subject to withdrawal therefrom by order signed by the
Company.
This letter is submitted to you in duplicate. Please execute and return
one
original to us.
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CHEVY
CHASE BANK, F.S.B.
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By:
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Name:
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Title:
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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.
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CHEVY
CHASE BANK, F.S.B.
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By:
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Name:
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Title:
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EXHIBIT
C
ESCROW
ACCOUNT LETTER AGREEMENT
To: Chevy
Chase Bank, F.S.B.
_____________________
_____________________
(the
"Depository")
As
“Company” under the Purchase Warranties and Servicing Agreement, dated as of
July 1, 2001, Adjustable Rate Mortgage Loans (the "Agreement"), we hereby
authorize and request you to establish an account, as an Escrow Account
pursuant
to Section 4.06 of the Agreement, to be designated as " Chevy Chase Bank,
F.S.B., in trust for EMC Mortgage Corporation, and various Mortgagors."
All
deposits in the account shall be subject to withdrawal therefrom by order
signed
by the Company. This letter is submitted to you in duplicate. Please execute
and
return one original to us.
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CHEVY
CHASE BANK, F.S.B.
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By:
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Name:
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Title:
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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.
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CHEVY
CHASE BANK, F.S.B.
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By:
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Name:
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Title:
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EXHIBIT
D
FORM
OF
ASSIGNMENT AND ASSUMPTION
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated ___________________, between
__________________, a _____________________ corporation("Assignor") and
_____________________, a __________________ corporation
("Assignee"):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
1. The
Assignor hereby grants, transfers and assigns to Assignee all of the right,
title and interest of Assignor, as Purchaser, in, to and under (a) those
certain
Mortgage Loans listed on Exhibit A attached hereto (the "Mortgage Loans")
and
(b) that certain Purchase, Warranties and Servicing Agreement, Adjustable
Rate
Mortgage Loans (the "Purchase, Warranties and Servicing Agreement"), dated
as of
July 1, 2001 by and among EMC Mortgage Corporation ("Purchaser"), and Chevy
Chase Bank, F.S.B. (the "Company") with respect to the Mortgage
Loans.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and all obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase, Warranties
and Servicing Agreement which are not the Mortgage Loans set forth on Exhibit
A
attached hereto and are not the subject of this Assignment and Assumption
Agreement.
2. The
assignor warrants and represents to, and covenants with, the Assignee
that:
a. The
Assignor is the lawful owner of the Mortgage Loans with the full right
to
transfer the Mortgage Loans free from any and all claims and encumbrances
whatsoever;
b. The
Assignor has not received notice or, and has no knowledge of, any offsets,
counterclaims or other defenses available to the Company with respect to
the
Purchase, Warranties and Servicing Agreement or the Mortgage Loans;
c. The
Assignor has not waived or agreed to any waiver under, or agreed to any
amendment or other modification of, the Purchase, Warranties and Servicing
Agreement or the Mortgage Loans, including without limitation the transfer
of
the servicing obligations under the Purchase, Warranties and Servicing
Agreement. The Assignor has no knowledge of, and has not received notice
of, any
waivers under or amendments or other modifications of, or assignments of
rights
or obligations under or defaults under, the Purchase, Warranties and Servicing
Agreement, or the Mortgage Loans; and
d. Neither
the Assignor nor anyone acting on its behalf has offered, transferred,
pledged,
sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security to, or solicited any offer to buy or
accept
a transfer, pledge or other disposition of the Mortgage Loans, any interest
in
the Mortgage Loans or any other similar security from, or otherwise approached
or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security with, any person in any manner, or
made by
general solicitation by means of general advertising or in any other manner,
or
taken any other action which would constitute a distribution of the Mortgage
Loans under the Securities Act of 1933 (the "1933 Act") or which would
render
the disposition of the Mortgage Loans a violation of Section 5 of the 1933
Act
or require registration pursuant thereto.
3. The
Assignee warrants and represents to, and covenants with, the Assignor and
the
Company that:
a. The
Assignee is a corporation duly organized, validly existing and in good
standing
under the laws of the jurisdiction of its incorporation, and has all requisite
corporate power and authority to acquire, own and purchase the Mortgage
Loans;
b. The
Assignee has full corporate power and authority to execute, deliver and
perform
under this Assignment and Assumption Agreement, and to consummate the
transactions set forth herein. The execution, delivery and performance
of the
Assignee of this Assignment and Assumption Agreement, and the consummation
by it
of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action of the Assignee. This Assignment and Assumption
Agreement has been duly executed and delivered by the Assignee and constitutes
the valid and legally binding obligation of the Assignee enforceable against
the
Assignee in accordance with its respective terms;
c. To
the
best of Assignee's knowledge, no material consent, approval, order or
authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Assignee in connection
with the
execution, delivery or performance by the Assignee of this Assignment and
Assumption Agreement, or the consummation by it of the transactions contemplated
hereby;
d. The
Assignee agrees to be bound, as Purchaser, by all of the terms, covenants
and
conditions of the Purchase, Warranties and Servicing Agreement and the
Mortgage
Loans, and from and after the date hereof, the Assignee assumes for the
benefit
of each of the Company and the Assignor all of the Assignor's obligations
as
Purchaser thereunder, with respect to the Mortgage Loans;
e. The
Assignee understands that the Mortgage Loans have not been registered under
the
1933 Act or the securities laws of any state;
f.
The
purchase price being paid by the Assignee for the Mortgage Loans is in
excess of
$250,000 and will be paid by cash remittance of the full purchase price
within
sixty (60) days of the sale;
g. The
Assignee is acquiring the Mortgage Loans for investment for its own account
only
and not for any other person;
h. The
Assignee considers itself a substantial, sophisticated institutional investor
having such knowledge and financial and business matters that it is capable
of
evaluating the merits and the risks of investment in the Mortgage
Loans;
i. The
Assignee has been furnished with all information regarding the Mortgage
Loans
that it has requested from the Assignor or the Company;
j. Neither
the Assignee nor anyone acting on its behalf has offered, transferred,
pledged,
sold or otherwise disposed of the Mortgage Loans, an interest in the Mortgage
Loans or any other similar security to, or solicited any offer to buy or
accept
a transfer, pledge or other disposition of the Mortgage Loans, any interest
in
the Mortgage Loans or any other similar security from, or otherwise approached
or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security with, any person in any manner, or
made any
general solicitation by means of general advertising or in any other manner,
or
taken any other action which would constitute a distribution of the Mortgage
Loans under the 1933 Act or which would render the disposition of the Mortgage
Loans a violation of Section 5 of the 1933 Act or require registration
pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person
to act, in such manner with respect to the Mortgage Loans; and
k.
Either: (1) the Assignee is not an employee benefit plan ("Plan") within
the
meaning of section 3(3) of the Employee Retirement Income Security Act
of 1974,
as amended ("ERISA") or a plan (also "Plan") within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and the Assignee
is
not directly or indirectly purchasing the Mortgage Loans on behalf of,
investment manager of, as named fiduciary of, as Trustee of, or with assets
of,
a Plan; or (2) the Assignee's purchase of the Mortgage Loans will not result
in
a prohibited transaction under section 406 of ERISA or section 4975 of
the
Code.
Distributions
shall be made by wire transfer of immediately available funds to
_____________________________
for
the
account of _________________________________________
account
number ___________________________________________________. Applicable
statements should be mailed to ____________________
_____________________________________________________________.
Any
new
loan number assigned to a Mortgage Loan by the Assignee shall be provided
to the
Company at the following address: Chevy Chase Bank, F.S.B., 0000
Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: _______________.
In
addition, if Assignee has changed its document custodian from the previous
custodian, such new custodian’s name, address and contact information shall be
provided to the Company at the aforementioned address.
The
Assignor's address for purposes for all notices and correspondence related
to
the Mortgage Loans and this Agreement is:
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________________________________________
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________________________________________
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Attention:
______________________________
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_____________________________
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_________________________
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Assignor
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Assignee
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By:______________________
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By:___________________________
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Its:_____________________
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Its:__________________________
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Taxpayer
Identification
|
Taxpayer
Identification
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Number:________________--__
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Number:_______________________
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Acknowledged:
Chevy
Chase Bank, F.S.B.
By:___________________________
Its:__________________________
EXHIBIT
E
RESERVED
EXHIBIT
F
RESERVED
EXHIBIT
G
REQUEST
FOR RELEASE/RETURN OF DOCUMENTS
To
Custodian/Name:
Address:
Date:
In
connection with the administration of the pool of mortgages held by you
in
custody for _______________ (“Owner”), the undersigned (the “Company”) requests
the release of the mortgage documents for the mortgage described below
for the
reason indicated.
Property
address:
Pool
number:
Lender
loan number:
Original
Mortgage Amount $
Date
of
Original Mortgage
Interest
Rate
Monthly
Fixed Installment (P&I)
Paid
Through Date
REASON
FOR REQUESTING DOCUMENTS (Check one of the items below):
____
On
__________ (date), the above captioned mortgage loan was paid in full or
the
Company has been notified that payment in full has been or will be escrowed.
The
Company hereby certifies that all amounts with respect to this loan which
are
required to be paid have been or will be deposited in the Custodial Account
as
required.
____
The
above
captioned loan is being placed in foreclosure and the original documents
are
required to proceed with the foreclosure action. The Company hereby certifies
that the documents will be returned to the Owner in the event of
reinstatement.
____
Other
(explain)
_________________________________________________
_________________________________________________
TO
CUSTODIAN: PLEASE ACKNOWLEDGE RELEASE OF THE DOCUMENTS BY YOUR
SIGNATURE.
Lender
Number: 149020004
Lender
Address: 0000 Xxxxx Xxxxx Xxxxx, Xxxxxx, XX 00000, Telephone No: (000)
000-0000
Acknowledged:
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By
Custodian:
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By
Lender:
CHEVY
CHASE BANK, F.S.B.
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Authorized
Signature
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Authorized
Signature
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Name:
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Name:
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Title:
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Title:
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TO
CUSTODIAN: PLEASE ACKNOWLEDGE RETURN OF THE DOCUMENTS BY YOUR
SIGNATURE.
Acknowledged:
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By
Custodian:
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Reason
For Returning Documents (check one):
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________________________________
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____
Loan was reinstated
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Authorized
Signature
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Name:
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Date:
__________________________
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____
Other: (Explain) ________________
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EXHIBIT
H
COMPANY’S
UNDERWRITING GUIDELINES
EXHIBIT
I
TERM
SHEET
This
TERM
SHEET (the "Term Sheet") dated _____________, between and Chevy Chase Bank,
F.S.B., a federal savings bank, located at 0000 Xxx Xxxxxxxxxx Xxxx, Xxxxxxxx,
XX 00000 (the “Company”) and EMC Mortgage Corporation, a Delaware corporation,
located at Mac Xxxxxx Xxxxx XX, 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx,
Xxxxx
00000 (the "Purchaser") is made pursuant to the terms and conditions of
that
certain Purchase, Warranties and Servicing Agreement (the "Agreement")
dated as
of July 1, 2001, between the Company and the Purchaser, the provisions
of which
are incorporated herein as if set forth in full herein, as such terms and
conditions may be modified or supplemented hereby. All initially capitalized
terms used herein unless otherwise defined shall have the meanings ascribed
thereto in the Agreement.
The
Purchaser hereby purchases from the Company and the Company hereby sells
to the
Purchaser, all of the Company’s right, title and interest in and to the Mortgage
Loans described on the Mortgage Loan Schedule annexed hereto as Schedule
I,
pursuant to and in accordance with the terms and conditions set forth in
the
Agreement, as same may be supplemented or modified hereby. Hereinafter,
the
Company shall service the Mortgage Loans for the benefit of the Purchaser
and
all subsequent transferees of the Mortgage Loans pursuant to and in accordance
with the terms and conditions set forth in the Agreement.
1. Definitions
For
purposes of the Mortgage Loans to be sold pursuant to this Term Sheet,
the
following terms shall have the following meanings:
Aggregate
Principal Balance
(as
of
the Cut-Off Date):
Closing
Date:
Custodian:
Cut-off
Date:
Initial
Weighted Average
Mortgage
Loan Remittance Rate:
Mortgage
Loan:
Purchase
Price Percentage:
Servicing
Fee Rate:
Additional
Closing Conditions:
In
addition to the conditions specified in the Agreement, the obligation of
each of
the Company and the Purchaser is subject to the fulfillment, on or prior
to the
applicable Closing Date, of the following additional conditions:
Additional
Loan Documents:
In
addition to the contents of the Mortgage File specified in the Agreement,
the
following documents shall be delivered with respect to the Mortgage Loans:
[Additional]
[Modification] of Representations and Warranties:
[In
addition to the representations and warranties set forth in the Agreement,
as of
the date hereof, the Company makes the following additional representations
and
warranties with respect to the Mortgage Loans: [None]. [Notwithstanding
anything
to the contrary set forth in the Agreement, with respect to each Mortgage
Loan
to be sold on the Closing Date, the representation and warranty set forth
in
Section ______ of the Agreement shall be modified to read as
follows:]
Except
as
modified herein, Section ______ of the Agreement shall remain in full force
and
effect as of the date hereof.
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CHEVY
CHASE BANK, F.S.B.
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By:
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Name:
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Title:
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EMC
MORTGAGE CORPORATION
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By:
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Name:
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Title:
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SCHEDULE
I
MORTGAGE
LOAN SCHEDULE
THIS
AMENDMENT NO. 1, effective as of January 13, 2003, amends the Purchase,
Warranties and Servicing Agreement by and between EMC Mortgage Corporation
(the
“Purchaser”) and Chevy Chase Bank, F.S.B. (the “Company”), previously entered
into as of July 1, 2002 (the “Agreement”).
1. Section
1.01 of the Agreement shall be amended as follows: (a) The definitions
of
Cash-Out Refinancing and Rate/Term Refinancing shall be added.
“Cash-Out
Refinancing:
As
defined in the Xxxxxx Xxx Guide under the heading Cash-Out Refinance.”
“Rate/Term
Refinancing:
As
defined in the Xxxxxx Mae Guide under the heading Limited Cash-Out
Refinance.”
(b)
Item
(16) of the definition of “Mortgage
Loan Schedule”
shall
be revised as follows: “(16) a code indicating the purpose of the Mortgage Loan
(i.e., purchase, Cash-Out Refinancing, Rate/Term Refinance);”
2.
The second
sentence of Section 3.02 (h) of the Agreement shall be deleted in its entirety
and replaced with the following: “None
of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
TILA,
which implements the Home Ownership and Equity Protection Act of 1994,
as
amended or (b) classified and/or defined as a “high cost”, “covered”, or
“predatory” loan under any other state, federal or local law or regulation or
ordinance, including, but not limited to, the States of Georgia or North
Carolina, or the City of New York.”
3.
All
other terms and conditions of the Agreement remain unchanged and in full
force
and effect.
4.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.
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EMC
Mortgage Corporation
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Chevy
Chase Bank, F.S.B.
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By:
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By:
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Name:
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Name:
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ITS:
(Title)
|
ITS:
(Title)
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AMENDMENT
NUMBER TWO
to
the
PURCHASE,
WARRANTIES AND SERVICING AGREEMENT
Dated
as
of January 31, 2006
between
EMC
MORTGAGE CORPORATION,
as
Purchaser
and
CHEVY
CHASE BANK, F.S.B,
as
Company
This
AMENDMENT NUMBER TWO (this “Amendment”) is made and entered into this 31st day
of January, 2006, by and between EMC Mortgage Corporation, a Delaware
corporation, as purchaser (the “Purchaser”) and Chevy Chase Bank, F.S.B., as
company (the “Company”) in connection with the Purchase, Warranties and
Servicing Agreement, dated as of July 1, 2001, between the above mentioned
parties (the “Agreement”). This Amendment is made pursuant to Section 11.02 of
the Agreement.
WHEREAS,
the
parties hereto have entered into the Agreement;
1. Capitalized
terms used herein and not defined herein shall have the meanings assigned
to
such terms in the Agreement or Regulation AB as applicable.
2. Article
I
of the Agreement is hereby amended effective as of the date hereof by adding
the
following definitions to Section 1.01:
Commission
or SEC:
The
Securities and Exchange Commission.
Depositor:
The
depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transaction and
as
identified in writing to the Company as the depositor for such Securitization
Transaction.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
Master
Servicer:
With
respect to any Securitization Transaction, the “master servicer,” if any,
identified in the related transaction documents and as identified in writing
to
the Company as the depositor for such Securitization Transaction.
Nonrecoverable
Advance:
Any
portion of a Monthly Advance or Servicing Advance previously made or proposed
to
be made by the Company pursuant to this Agreement, that, in the good faith
judgment of the Company, will not or, in the case of a proposed advance,
would
not, be ultimately recoverable by it from the related Mortgagor or the
related
Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds or otherwise
with respect to the related Mortgage Loan.
Originator:
A bank,
savings and loan, or mortgage banker that creates a mortgage secured by
a
borrower’s residential real property and sells such mortgage in the secondary
market.
Pass-Through
Transfer:
Any
transaction involving either (1) a sale or other transfer of some or all
of the
Mortgage Loans directly or indirectly to an issuing entity in connection
with an
issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately
placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage
loans
consisting, in whole or in part, of some or all of the Mortgage
Loans.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the
related
Mortgage Note.
Qualified
Correspondent:
Any Person from which the Company purchased Mortgage Loans, provided that
the
following conditions are satisfied: (i) such Mortgage Loans were originated
pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for
sale to
the Company, in accordance with underwriting guidelines designated by the
Company (“Designated Guidelines”) or guidelines that do not vary materially from
such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten
as described in clause (i) above and were acquired by the Company within
180
days after origination; (iii) either (x) the Designated Guidelines were,
at the
time such Mortgage Loans were originated, used by the Company in origination
of
mortgage loans of the same type as the Mortgage Loans for the Company’s own
account or (y) the Designated Guidelines were, at the time such Mortgage
Loans
were underwritten, designated by the Company on a consistent basis for
use by
lenders in originating mortgage loans to be purchased by the Company; and
(iv)
the Company employed, at the time such Mortgage Loans were acquired by
the
Company, pre-purchase or post-purchase quality assurance procedures (which
may
involve, among other things, review of a sample of mortgage loans purchased
during a particular time period or through particular channels) designed
to
ensure that Persons from which it purchased mortgage loans properly applied
the
underwriting criteria designated by the Company. For the avoidance of doubt,
a
“Qualified Correspondent” includes a “table broker” or mortgage lender that
originates loans underwritten and funded by the Company or an Affiliate
of the
Company.
Reconstitution
Agreement:
Any servicing agreement relating to a Reconstitution.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission
in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
or
as may be provided by the Commission or its staff from time to
time.
Securities
Act:
The
Securities Act of 1933, as amended.
Securitization
Transaction:
Any
transaction involving either (1) a sale or other transfer of some or all
of the
Mortgage Loans directly or indirectly to an issuing entity in connection
with an
issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately
placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage
loans
consisting, in whole or in part, of some or all of the Mortgage
Loans.
Servicing
Criteria:
As of
any date of determination, the “servicing criteria” set forth in Item 1122(d) of
Regulation AB, or any amendments thereto, a summary of the requirements
of which
as of the date hereof is attached hereto as Exhibit
M
for
convenience of reference only. In the event of a conflict or inconsistency
between the terms of Exhibit
M
and the
text of Item 1122(d) of Regulation AB, the text of Item 1122(d) of Regulation
AB
shall control (or those Servicing Criteria otherwise mutually agreed to
by the
Purchaser, the Company and any Person that will be responsible for signing
any
Sarbanes Certification with respect to a Securitization Transaction in
response
to evolving interpretations of Regulation AB and incorporated into a revised
Exhibit
M).
Static
Pool Information:
Static
pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
AB.
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or
more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of the Company or a Subservicer.
Third-Party
Originator:
Each
Person, other than a Qualified Correspondent, that originated Mortgage
Loans
acquired by the Company, and shall not include a mortgage broker that does
not
fund loans.
3. Article
I
of the Agreement is hereby amended effective as of the date hereof by deleting
in its entirety the definition of Subservicer in Section 1.01 and replacing
it
with the following:
Subservicer:
Any
Person that services Mortgage Loans on behalf of the Company or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any
Reconstitution Agreement that are identified in Item 1122(d) of Regulation
AB;
provided, however, that the term “Subservicer” shall not include any master
servicer, or any special servicer engaged at the request of a Depositor,
Purchaser or investor in a Securitization Transaction, nor any “back-up
servicer” or trustee performing servicing functions on behalf of a
Securitization Transaction.
4. Article
I
of the Agreement is hereby amended effective as of the date hereof by deleting
in its entirety the definition of Principal Prepayment in Section 1.01
and
replacing it with the following:
Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan full or partial
which
is received in advance of its scheduled Due Date, including any Prepayment
Charge, and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment.
5. Article
III of the Agreement is hereby amended effective as of the date hereof
by
revising Section 3.01(n) as follows (new text underlined):
(n) If
requested by the Purchaser, the
Company shall have delivered to the Purchaser the Company’s financial
statements, for its last two complete fiscal years. If so, all such financial
information fairly presents the pertinent results of operations and financial
position for the period identified and has been prepared in accordance
with
generally accepted accounting principles consistently applied throughout
the
periods involved, except as set forth in the notes thereto. There has been
no
change in the servicing
policies and procedures,
business, operations, financial condition, properties or assets of the
Company
since the date of the Company’s financial information last provided to the
Purchaser that would have a material adverse effect on its ability to perform
its obligations under this Agreement and the related Term Sheet;
6. Article
III of the Agreement is hereby amended effective as of the date hereof
by adding
the following new Section 3.01(p):
(p) As
of the
date of each Pass-Through Transfer, and with respect to the representations
(1)-(5) only if the Company is a “servicer” within the meaning of Item
1108(a)(3) of Regulation AB, and with respect to representation (6) only
if the
Company meets the requirements for disclosure under Item 1117 of Regulation
AB,
and with respect to representation (7) only if the Company meets the
requirements for disclosure under Item 1119 of Regulation AB and except
as has
been otherwise disclosed to the Purchaser, any Master Servicer and any
Depositor: (1) no default or servicing related performance trigger has
occurred
as to any other securitization due to any act or failure to act of the
Company;
(2) no material noncompliance with applicable servicing criteria as to
any other
securitization has been disclosed or reported by the Company; (3) the Company
has not been terminated as Servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of
a
servicing performance test or trigger; (4) no material changes to the Company’s
servicing policies and procedures for similar loans has occurred in the
preceding three years; (5) there are no aspects of the Company’s financial
condition that could have a material adverse impact on the performance
by the
Company of its obligations hereunder; (6) there are no legal proceedings
pending, or known to be contemplated by governmental authorities, against
the
Company that could be material to investors in the securities issued in
such
Pass-Through Transfer; and (7) there are no affiliations, relationships
or
transactions relating to the Company of a type that are described under
Item
1119 of Regulation AB.
7. Article
III of the Agreement is hereby amended effective as of the date hereof
by adding
the following new Section 3.01(q):
(q) If
so
requested by the Purchaser or any Depositor on any date, the Company shall,
within five Business Days following such request, confirm in writing the
accuracy of the representations and warranties, if any, set forth in Section
3.01(p) of this Section or, if any such representation and warranty is
not
accurate as of the date of such request, provide reasonably adequate disclosure
of the pertinent facts, in writing, to the requesting party.
8. Article
III of the Agreement is hereby amended effective as of the date hereof
by adding
the following new Section 3.01(r):
(r) Notwithstanding
anything to the contrary in the Agreement, the Company shall (or shall
cause
each Subservicer and Third-Party Originator to), provided that the Company
(and
each Subservicer and Third-Party Originator, as the case may be) meets
the
disclosure requirements of Items 1117 and 1119 of Regulation AB, as the
case may
be, for such disclosure period (i) immediately notify the Purchaser, any
Master
Servicer and any Depositor in writing of (A) any legal proceedings pending,
or
known to be contemplated by governmental authorities against the Company,
any
Subservicer or any Third-Party Originator that could reasonably be expected
to
be material to investors in securities in such Securitization Transaction,
(B)
any known affiliations or relationships that develop following the closing
date
of a Pass-Through Transfer between the Company, any Subservicer or any
Third-Party Originator 9provided that the requesting party identify, in
writing,
such parties by name) and any of the parties specified in clause (7) of
paragraph (p) of this Section (and any other transaction party identified
in
writing by the requesting party) with respect to such Pass-Through
Transfer, (C)
any
Event of Default under the terms of this Agreement or any Reconstitution
Agreement, (D) any merger, consolidation or sale of substantially all of
the
assets of the Company, and (E) the Company’s entry into an agreement with a
Subservicer to perform or assist in the performance of any of the Company’s
obligations under this Agreement or any Reconstitution Agreement and (ii)
provide to the Purchaser and any Depositor a description of such proceedings,
affiliations or relationships.
All
notification pursuant to this Section 3.01(r), other than those pursuant
to
Section 3.01(r)(i)(A), should be sent to:
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000-0000
Attention:
Conduit Seller Approval Dept.
Facsimile:
(000) 000-0000
Email:
xxxxxxxxxxxxxx@xxxx.xxx
With
a
copy to:
Bear,
Xxxxxxx & Co. Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx,
Xxxx, XX 00000
Attention:
Global Credit Administration
Facsimile:
(000) 000-0000
Notifications
pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC
Mortgage Corporation
Two
Mac
Xxxxxx Xxxxx
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Attention:
Associate General Counsel for Loan Administration
Facsimile:
(000) 000-0000
With
copies to:
Bear,
Xxxxxxx & Co. Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx,
Xxxx, XX 00000
Attention:
Global Credit Administration
Facsimile:
(000) 000-0000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000-0000
Attention:
Conduit Seller Approval Dept.
Facsimile:
(000) 000-0000
Email:
xxxxxxxxxxxxxx@xxxx.xxx
9. Article
III of the Agreement is hereby amended effective as of the date hereof
by adding
the following new Section 3.01(s):
(s) As
a
condition to the succession to the Company or any Subservicer as Servicer
or
Subservicer under this Agreement or any Reconstitution Agreement by any
Person
(i) into which the Company or such Subservicer may be merged or consolidated,
or
(ii) which may be appointed as a successor to the Company or any Subservicer,
the Company shall provide to the Purchaser, any Master Servicer and any
Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Purchaser, any Master
Servicer and any Depositor of such succession or appointment and (y) in
writing
and in form and substance reasonably satisfactory to the Purchaser, any
Master
Servicer and such Depositor and agreed to by the Company, all information
reasonably requested by the Purchaser, any Master Servicer or any Depositor
in
order to comply with its reporting obligation under Item 6.02 of Form 8-K
with
respect to any class of asset-backed securities.
10. Article
III of the Agreement is hereby amended effective as of the date hereof
by adding
the following new Section 3.02(tt):
With
respect to each Mortgage Loan, information regarding the borrower credit
files
related to such Mortgage Loan has been furnished to credit reporting agencies
in
compliance with the provisions of the Fair Credit Reporting Act and the
applicable implementing regulations.
11.
Article
IV of the Agreement is hereby amended effective as of the date hereof by
adding
the following after the second sentence of the first paragraph of Section
4.01:
In
addition, the Company shall furnish information regarding the borrower
credit
files related to such Mortgage Loan to credit reporting agencies in compliance
with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
12. Article
IV of the Agreement is hereby amended effective as of the date hereof by
adding
this paragraph to the end of Section 4.02:
The
Company shall not waive any Prepayment Charge unless: (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally,
(ii) the enforcement thereof is illegal, or any local, state or federal
agency
has threatened legal action if the prepayment penalty is enforced, (iii)
the
mortgage debt has been accelerated in connection with a foreclosure or
other
involuntary payment or (iv) such waiver is standard and customary in servicing
similar Mortgage Loans and relates to a default or a reasonably foreseeable
default and would, in the reasonable judgment of the Company, maximize
recovery
of total proceeds taking into account the value of such Prepayment Charge
and
the related Mortgage Loan.
13. Article
IV of the Agreement is hereby amended effective as of the date hereof by
revising the first paragraph of Section 4.03 by adding the following after
the
first sentence:
In
determining the delinquency status of any Mortgage Loan, the Company will
use
delinquency recognition policies as described to and approved by the Purchaser,
and shall revise these policies as requested by the Purchaser from time
to
time.
14. Article
V
of the Agreement is hereby amended effective as of the date hereof by deleting
Section 5.02 in its entirety and replacing it with the following:
Section
5.02 Statements
to the Purchaser.
The
Company shall furnish to Purchaser an individual loan accounting report,
as of
the last Business Day of each month, in the Company's assigned loan number
order
to document Mortgage Loan payment activity on an individual Mortgage Loan
basis.
With respect to each month, the corresponding individual loan accounting
report
shall be received by the Purchaser no later than the fifth Business Day
of the
following month on a disk or tape or other computer-readable format in
such
format as may be mutually agreed upon by both Purchaser and Company, and
no
later than the fifth Business Day of the following month in hard copy,
and shall
contain the following:
(i) with
respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to principal (including a separate breakdown of any
Principal Prepayment, including the date of such prepayment, and any prepayment
penalties or premiums, along with a detailed report of interest on principal
prepayment amounts remitted in accordance with Section 4.04);
(ii) with
respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to interest;
(iii) with
respect to each Mortgage Loan, the amount of servicing compensation received
by
the Company during the prior distribution period;
(iv) the
Stated Principal Balance of each Mortgage Loan and the aggregate Stated
Principal Balance of all Mortgage Loans as of the first day of the distribution
period and the last day of the distribution period;
(v) with
respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with
respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds
received during the prior distribution period;
(vii) with
respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
paid by the Company in accordance with Section 4.04(viii) during the prior
distribution period;
(viii) the
beginning and ending balances of the Custodial Account and Escrow
Account;
(ix) the
number of Mortgage Loans as of the first day of the distribution period
and the
last day of the distribution period;
(x) with
respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage
Loan (a) delinquent as grouped in the following intervals through final
liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days
or
more; (b) as to which foreclosure has commenced; and (c) as to which REO
Property has been acquired;
(xi) with
respect to each Mortgage Loan, the amount and severity of any realized
loss
following liquidation of such Mortgage Loan;
(xii) with
respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,
the
amount of any Monthly Advances made by the Company during the prior distribution
period;
(xiii) with
respect to each Mortgage Loan, a description of any Servicing Advances
made by
the Company with respect to such Mortgage Loan including the amount, terms
and
general purpose of such Servicing Advances, and the aggregate amount of
Servicing Advances for all Mortgage Loans during the prior distribution
period;
(xiv) with
respect to each Mortgage Loan, a description of any Nonrecoverable Advances
made
by the Company with respect to such Mortgage Loan including the amount,
terms
and general purpose of such Nonrecoverable Advances, and the aggregate
amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution
period;
(xv) with
respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
Advances and Nonrecoverable Advances reimbursed to the Company with respect
to
such Mortgage Loan during the prior distribution period pursuant to Section
4.05, and the source of funds for such reimbursement, and the aggregate
amount
of any Monthly Advances, Servicing Advances and Nonrecoverable Advances
reimbursed to the Company for all Mortgage Loans during the prior distribution
period pursuant to Section 4.05;
(xvi) with
respect to any Mortgage Loan, a description of any material modifications,
extensions or waivers to the terms, fees, penalties or payments of such
Mortgage
Loan during the prior distribution period or that have cumulatively become
material over time;
(xvii) a
description of any material breach of a representation or warranty set
forth in
Section 3.01 or Section 3.02 herein or of any other breach of a covenant
or
condition contained herein and the status of any resolution of such
breach;
(xviii) with
respect to each Mortgage Loan, the Stated Principal Balance of any substitute
Mortgage Loan provided by the Company and the Stated Principal Balance
of any
Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance
with Section 3.03 herein;
(xix) with
respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage
Loan
that has been repurchased by the Company in accordance with Section 3.03
herein.
In
addition, the Company shall provide to the Purchaser such other information
reasonably known or available to the Company that is related to Company’s
performance of such servicing functions and that is reasonably required
to
facilitate preparation of distribution reports in accordance with Item
1121 of
Regulation AB, as amended from time to time. The Company shall also provide
a
monthly report, in the form of Exhibit
E
hereto,
or such other form as is mutually acceptable to the Company, the Purchaser
and
any Master Servicer, Exhibit
F
with
respect to defaulted mortgage loans and Exhibit
N,
with
respect to realized losses and gains, with each such report.
The
Company shall prepare and file any and all information statements or other
filings that any governmental taxing authority requires the Company to
deliver
to such taxing authority or to the Purchaser pursuant to any applicable
law with
respect to the Mortgage Loans and the transactions contemplated hereby.
In
addition, the Company shall provide Purchaser with such information concerning
the Mortgage Loans as is necessary for Purchaser to prepare its federal
income
tax return as Purchaser may reasonably request from time to time.
15. Article
V
of the Agreement is hereby amended effective as of the date hereof by deleting
the last paragraph of Section 5.03 in its entirety and replacing it with
the
following:
The
Company’s obligation to make such Monthly Advances as to any Mortgage Loan will
continue through the last Monthly Payment due prior to the payment in full
of
the Mortgage Loans, or through the Remittance Date prior to the date on
which
the Mortgaged Property liquidates (including Insurance Proceeds, proceeds
from
the sale of REO Property or Condemnation Proceeds) with respect to the
Mortgage
Loan unless the Company deems such advance to be a Nonrecoverable Advance.
In
such event, the Company shall deliver to the purchaser an Officer’s Certificate
of the Company to the effect that an officer of the Company has reviewed
the
related Mortgage File and has made the reasonable determination that any
additional advances are Nonrecoverable Advances.
16. Article
VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.04 in its entirety and replacing it with the
following:
Section
6.04 Annual
Statement as to Compliance; Annual Certification.
(a) The
Company will deliver to the Purchaser and any Master Servicer, not later
than
March 1 of each calendar year beginning in 2007, an Officer’s Certificate
reasonably acceptable to the Purchaser (an “Annual Statement of Compliance”)
stating, as to the signatory thereof, that (i) a review of the servicing
activities of the Company during the preceding calendar year and of servicing
performance under this Agreement or other applicable servicing agreement
has
been made under such officers’ supervision and (ii) to the best of such
officers’ knowledge, based on such review, the Company has fulfilled all of its
servicing-related obligations under this Agreement or other applicable
servicing
agreement in all material respects throughout such year, or, if there has
been a
failure to fulfill any such obligation in any material respect, specifying
each
such failure known to such officer and the nature and status of cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions
or
limitations on its use. Copies of such statement shall be provided by the
Company to the Purchaser upon request and by the Purchaser to any Person
identified as a prospective purchaser of the Mortgage Loans. In the event
that
the Company has delegated any servicing responsibilities with respect to
the
Mortgage Loans to a Subservicer, the Company shall deliver an officer’s
certificate (an “Annual Certification”) of the Subservicer as described above as
to each Subservicer as and when required with respect to the
Company.
(b) With
respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
by March 1 of each calendar year beginning in 2007, an officer of the Company
shall execute and deliver an Annual Certification to the Purchaser, any
Master
Servicer and any related Depositor for the benefit of each such entity
and such
entity’s affiliates that are transaction parties and the officers, directors and
agents of any such entities that may rely on such Annual Certification
in the
fulfillment of their obligations with respect to Regulation AB, in the
form
attached hereto as Exhibit
K.
In the
event that the Company has delegated any servicing responsibilities with
respect
to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual
Certification of the Subservicer as described above as to each Subservicer
as
and when required with respect to the Company.
(c) If
the
Company cannot deliver the related Annual Statement of Compliance or Annual
Certification by March 1st
of such
year, the Purchaser, at its sole option, may permit a cure period for the
Company to deliver such Annual Statement of Compliance or Annual Certification,
but in no event later than March 10th of such year.
Failure
of the Company to timely comply with this Section 6.04 shall be deemed
an Event
of Default, automatically, without notice and without any cure period,
unless
otherwise agreed to by the Purchaser as set forth in 6.04(c), and Purchaser
may,
in addition to whatever rights the Purchaser may have under Sections 3.03
and
8.01 and at law or equity or to damages, including injunctive relief and
specific performance, terminate all the rights and obligations of the Company
under this Agreement and in and to the Mortgage Loans and the proceeds
thereof
without compensating the Company except for compensation and rights arising
prior to such termination. Such termination shall be considered with cause
pursuant to Section 10.01 of this Agreement. This paragraph shall supersede
any
other provision in this Agreement or any other agreement to the
contrary.
17. Article
VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.05 in its entirety and replacing it with the
following:
Section
6.05 [Reserved]
18. Article
VI of the Agreement is hereby amended effective as of the date hereof by
adding
the following new Section 6.07:
Section
6.07 Assessment
of Compliance with Servicing Criteria.
On
and
after January 1, 2006, the Company shall service and administer, and shall
cause
each Subservicer to Servicer or administer, the Mortgage Loans in accordance
with all applicable requirements of the Servicing Criteria.
With
respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
the Company shall deliver to the Purchaser or its designee, any Master
Servicer
and any Depositor on or before March 1 of each calendar year beginning
in 2007,
a report (an “Assessment of Compliance”) reasonably satisfactory to the
Purchaser, any Master Servicer and any Depositor regarding the Company’s
assessment of compliance with the Servicing Criteria during the preceding
calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act
and
Item 1122 of Regulation AB or as otherwise required by the Master Servicer,
which as of the date hereof, require a report by an authorized officer
of the
Company that contains the following:
(a) A
statement by such officer of its responsibility for assessing compliance
with
the Servicing Criteria applicable to the Company;
(b) A
statement by such officer that such officer used the Servicing Criteria
to
assess compliance with the Servicing Criteria applicable to the
Company;
(c) An
assessment by such officer of the Company’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 Company, 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 Company’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 Company, which statement shall be based on the activities it performs
with
respect to asset-backed securities transactions taken as a whole involving
the
Company, 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
M
hereto
delivered to the Purchaser concurrently with the execution of this
Agreement.
With
respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
on or before March 1 of each calendar year beginning in 2007, the Company
shall
furnish to the Purchaser or its designee, any Master Servicer and any Depositor
a report (an “Attestation Report”) by a registered public accounting firm that
attests to, and reports on, the Assessment of Compliance made by the Company,
as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b)
of
Regulation AB or as otherwise required by the Master Servicer, which Attestation
Report must be made in accordance with standards for attestation reports
issued
or adopted by the Public Company Accounting Oversight Board.
The
Company shall cause each Subservicer, and each Subcontractor determined
by the
Company pursuant to Section 11.19 to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, to deliver to the
Purchaser, any Master Servicer and any Depositor an assessment of compliance
and
accountants’ attestation as and when provided in Sections 6.07.
If
the
Company cannot deliver the related Assessment of Compliance or Attestation
Report by March 1st
of such
year, the Purchaser, at its sole option, may permit a cure period for the
Company to deliver such Assessment of Compliance or Attestation Report,
but in
no event later than March 10th of such year.
Failure
of the Company to timely comply with this Section 6.07 shall be deemed
an Event
of Default, automatically, without notice and without any cure period,
unless
otherwise agreed to by the Purchaser as described herein, and Purchaser
may, in
addition to whatever rights the Purchaser may have under Sections 3.03
and 8.01
and at law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Company under
this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company except for compensation and rights arising prior
to
such termination. Such termination shall be considered with cause pursuant
to
Section 10.01 of this Agreement. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Notwithstanding
anything in this Agreement to the contrary, the Company will only be required
to
deliver an Assessment of Compliance and Attestation Report when it is not
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB including Instruction 2 thereof upon prior written notice
by the
Purchaser that any Master Servicer has requested such information.
19. Article
VI of the Agreement is hereby amended effective as of the date hereof by
adding
the following new Section 6.08:
Section
6.08 Intent
of the Parties; Reasonableness.
The
Purchaser and the Company acknowledge and agree that a purpose of Sections
3.01(p), 5.02, 6.04, 6.07, 11.18, 11.19 and Exhibit J of this Agreement
is to
facilitate compliance by the Purchaser and any Depositor with the provisions
of
Regulation AB and related rules and regulations of the Commission. None
of the
Purchaser, any Master Servicer or any Depositor shall exercise its right
to
request or require delivery of information or other performance under these
provisions other than in good faith and as is reasonable, or for purposes
other
than compliance with the provisions of the Securities Act, the Exchange
Act and
the rules and regulations of the Commission thereunder that are applicable
to
any Securitization Transaction. The Company, the Purchaser, the Master
Servicer
and any Depositor acknowledge that interpretations of the requirements
of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff or consensus among participants
in the
asset-backed securities markets, and agrees to negotiate in good faith
with the
Purchaser, Master Servicer or any Depositor, upon a request made in good
faith
regarding the Company’s delivery of information under these provisions on the
basis of evolving interpretations of Regulation AB. In connection with
any
Pass-Through Transfer, the Company shall cooperate with the Purchaser to
deliver
to the Purchaser (including any of its assignees or designees that are
parties
to the relevant transaction) and any Depositor, any and all statements,
reports,
certifications, records and any other information necessary in the good
faith
and reasonable determination of the Purchaser, Master Servicer or any Depositor
to permit the Purchaser or such Depositor to comply with the provisions
of
Regulation AB, together with such disclosures relating to the Company,
any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the
servicing
of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor
to
be necessary in order to effect such compliance.
20. Article
IX of the Agreement is hereby amended effective as of the date hereof by
deleting the first sentence of the last paragraph of Section 9.01 and replacing
it with the following (new text underlined):
Then,
and
in each and every such case, so long as an Event of Default shall not have
been
remedied, the Purchaser, by notice in writing to the Company (except in
the case
of an Event of Default under clauses (iii), (iv) or (v) above, or
as
otherwise stated herein,
in
which case, automatically and without notice) may, in addition to whatever
rights the Purchaser or
Master Servicer
may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Company (and
if the Company is servicing any of the Mortgage Loans in a Securitization
Transaction, appoint a successor Servicer reasonably acceptable to any
Master
Servicer for such Securitization Transaction)
under
this Agreement and in and to the Mortgage Loans and the proceeds thereof
without
compensating the Company for the same except for compensation and rights
arising
prior to such termination.
21. Article
IX of the Agreement is hereby amended effective as of the date hereof by
adding
the following at the end of the last paragraph of Section 9.01:
The
Company shall promptly reimburse the Purchaser (or any designee of the
Purchaser, such as a master servicer) and any Depositor, as applicable,
for all
reasonable expenses incurred by the Purchaser (or such designee) or such
Depositor, as such are incurred, in connection with the termination of
the
Company as Servicer for cause and the transfer of servicing of the Mortgage
Loans to a successor Servicer due to such termination for cause. The provisions
of this paragraph shall not limit whatever rights the Purchaser or any
Depositor
may have under other provisions of this Agreement and/or any applicable
Reconstitution Agreement or otherwise, whether in equity or at law, such
as an
action for damages, specific performance or injunctive relief.
22. Article
XI of the Agreement is hereby amended effective as of the date hereof by
restating Section 11.18 in its entirety as follows:
Section
11.18. Cooperation
of Company with a Reconstitution.
The
Company and the Purchaser agree that with respect to some or all of the
Mortgage
Loans, on or after the related Closing Date, on one or more dates (each
a
"Reconstitution Date") at the Purchaser's sole option, the Purchaser may
effect
a sale (each, a "Reconstitution") of some or all of the Mortgage Loans
then
subject to this Agreement, without recourse, to:
(a) one
or
more third party purchasers in one or more in whole loan transfers (each,
a
"Whole Loan Transfer"); or
(b) one
or
more trusts or other entities to be formed as part of one or more Pass-Through
Transfers.
The
Company agrees to execute in connection with any agreements among the Purchaser,
the Company, and any Servicer in connection with a Whole Loan Transfer,
an
Assignment, Assumption and Recognition Agreement substantially in the form
of
Exhibit
D
hereto,
or, at Purchaser’s request, a seller's warranties and servicing agreement or a
participation and servicing agreement or similar agreement in form and
substance
reasonably acceptable to the parties (including the Company), and in connection
with a Pass-Through Transfer, a pooling and servicing agreement in form
and
substance reasonably acceptable to the parties and the Company, (collectively
the agreements referred to herein are designated, the "Reconstitution
Agreements"). It is understood that any such Reconstitution Agreements
will not
contain any greater obligations on the part of Company than are contained
in
this Agreement. Notwithstanding anything to the contrary in this Section
11.18,
the Company agrees that it is required to perform the obligations described
in
Exhibit
J
hereto.
With
respect to each Whole Loan Transfer and each Pass-Through Transfer entered
into
by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser
and any prospective purchaser with respect to all reasonable requests and,
at
the Purchaser’s expense due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser subject
to the
limitations of this Section 11.18; and (3) to restate the representations
and
warranties set forth in this Agreement as of the settlement or closing
date in
connection with such Reconstitution (each, a "Reconstitution Date").
In
addition, the Company shall provide to such Servicer or issuer, as the
case may
be, and any other participants in such Reconstitution upon the Purchaser’s
request and subject to the limitations of this Section 11.18:
(i) any
and
all information and appropriate verification of information which may be
reasonably available to the Company, whether through letters of its auditors
and
counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
(ii) such
additional representations, warranties, covenants, opinions of counsel,
letters
from auditors, and certificates of public officials or officers of the
Company
as are reasonably agreed upon by the Company and the Purchaser or any such
other
participant;
(iii) within
5
Business Days after request by the Purchaser, the information with respect
to
the Company (as Originator) and each Third-Party Originator of the Mortgage
Loans as required under Item 1110(a) and (b) of Regulation AB, a summary
of the
requirements of which has of the date hereof is attached hereto as Exhibit
L
for
convenience of reference only. If requested by the Purchaser, this will
include
information about the applicable credit-granting or underwriting
criteria;
(iv) within
5
Business Days after request by the Purchaser, the Company shall provide
(or, as
applicable, cause each Third-Party Originator to provide) Static Pool
Information with respect to the mortgage loans (of a similar type as the
Mortgage Loans, as reasonably identified by the Purchaser as provided below)
originated by (i) the Company, if the Company is an originator of Mortgage
Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent),
and/or (ii) each Third-Party Originator. Such Static Pool Information shall
be
prepared by the Company (or Third-Party Originator) on the basis of its
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
and (c) provided, however, that Seller shall not be required to provide
Static
Pool Information with respect to mortgage loans originated prior to January
1,
2006 pursuant to Item 1105(f) of Regulation AB; provided, further, however
that
Seller shall provide such information if it becomes reasonably available
to
Seller. To the extent that there is reasonably available to the Company
(or
Third-Party Originator) Static Pool Information with respect to more than
one
mortgage loan type, the Purchaser or any Depositor shall be entitled to
specify
whether some or all of such information shall be provided pursuant to this
paragraph. The content and presentation of such Static Pool Information
may be
in the form customarily provided by the Company, and need not be customized
for
the Purchaser or any Depositor. Such Static Pool Information for each vintage
origination year or prior securitized pool, as applicable, shall be presented
in
increments no less frequently than quarterly over the life of the mortgage
loans
included in the vintage origination year or prior securitized pool. The
most
recent periodic increment must be as of a date no later than 135 days prior
to
the date of the prospectus or other offering document in which the Static
Pool
Information is to be included or incorporated by reference. The Static
Pool
Information shall be provided in an electronic format that provides a permanent
record of the information provided, such as a portable document format
(pdf)
file, or other such electronic format as customarily provided by Seller
or if
Seller does not customarily provide such information as reasonably required
by
the Purchaser or the Depositor, as applicable and agreed to by the
Company;
(v) within
5
Business Days after request by the Purchaser, information with respect
to the
Company (as Servicer) as required by Item
1108(b) and (c) of Regulation AB,
and
provided the Company (as Servicer) meets the criteria in Item 1108(a)(3).
A
summary of the requirements of Item 1108(b) and (c) of Regulation AB is
attached
hereto as Exhibit
L
for
convenience of reference only. In the event that the Company has delegated
any
servicing responsibilities with respect to the Mortgage Loans to a Subservicer,
the Company shall provide the information required pursuant to this clause
with
respect to the Subservicer;
(vi) within
5
Business Days after request by the Purchaser,
(a)
if
the Company (or Third-Party Originator of Subservicer as the case may be)
meets
the disclosure criteria of Item 1117 of Regulation AB, information regarding
any
legal proceedings pending (or known to be contemplated by governmental
authorities) against the Company (as Originator and as Servicer) and each
Third-Party Originator of the Mortgage Loans and each Subservicer that
could be
material to investors in the Securities issued in the related Securitization
Transaction, a summary of the requirements of Item 1117 of Regulation AB
as of
the date hereof is attached hereto as Exhibit
L
for
convenience of reference only;
(b)
if
the Company (or Third-Party Originator of Subservicer as the case may be)
meets
the disclosure criteria of Item 1119 of Regulation AB, information regarding
affiliations with respect to the Company (as Originator and as Servicer)
and
each Third-Party Originator of the Mortgage Loans and each Subservicer
as
required by Item 1119(a) of Regulation AB, a summary of the requirements
of Item
1119(a) of Regulation AB as of the date hereof is attached hereto as
Exhibit
L
for
convenience of reference only; and
(c)
if
the Company (or Third-Party Originator of Subservicer as the case may be)
meets
the disclosure criteria of Item 1119 of Regulation AB,information regarding
relationships and transactions with respect to the Company (as Originator
and as
Servicer) and each Third-Party Originator of the Mortgage Loans and each
Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary
of
the requirements of Item 1119(b) and (c) of Regulation AB as of the date
hereof
is attached hereto as Exhibit
L
for
convenience of reference only; and
(vii) if
so
requested by the Purchaser, the Company shall provide (or, as applicable,
cause
each Third-Party Originator to provide), at the expense of the requesting
party
(to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures
letters
of certified public accountants reasonably acceptable to the Purchaser
or
Depositor, as applicable, pertaining to Static Pool Information relating
to
prior securitized pools for securitizations closed on or after January
1, 2006
or, in the case of Static Pool Information with respect to the Company’s or
Third-Party Originator’s originations or purchases, to calendar months
commencing January 1, 2006, or to any financial information included in
any
other disclosure provided under this Section 11.18, as the Purchaser or
such
Depositor shall reasonably request. Such statements and letters shall be
addressed to and be for the benefit of such parties as the Purchaser or
such
Depositor shall designate, which may include, by way of example, any Sponsor,
any Depositor and any broker dealer acting as underwriter, placement agent
or
initial purchaser with respect to a Pass-Through Transfer. Any such statement
or
letter may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees
designated by the Purchaser or such Depositor;
(viii) Following
the date of any Pass-Through Transfer after January 1, 2006 containing
Mortgage
Loans and for the period while such Mortgage Loans are in any Pass-Through
Transfer, the Purchaser agrees to furnish to the Company, within forty-five
(45)
days of the close of each related month, on a monthly basis, loan level
performance information regarding the related Mortgage Loans, including
delinquency, foreclosure and loss data, but excluding any personal borrower
information, which Purchaser deems necessary for the Company’s compliance with
Regulation AB, and to be used by the Company solely on an aggregate basis
for
Regulation AB disclosure purposes. The preceding sentence shall only apply
to
Mortgage Loans for which Purchaser is the Servicer; provided, however,
that if
Purchaser is no longer the Servicer of the related Mortgage Loans, the
Purchaser
shall use its best efforts to require the new Servicer to provide such
information. The Company agrees that the Purchaser may thereafter provide
updated performance information on the Mortgage Loans for any previous
period.
(ix) If
so
requested, in writing, by the Purchaser or any Depositor for the purpose
of
satisfying its reporting obligation under the Exchange Act with respect
to any
class of asset-backed securities, the Company shall (or shall cause each
Subservicer and Third-Party Originator to), provided that the Company (and
each
Subservicer and Third-Party Originator, as the case may be) meets the disclosure
requirements of items 1117 and 1119 of Regulation AB, as the case may be,
for
such disclosure period (i) provide prompt notice to the Purchaser, any
Master
Servicer and any Depositor in writing of (A) any legal proceedings pending,
or
known to be contemplated by governmental authorities against the Company,
any
Subservicer or any Third-Party Originator that could be material to investors
in
the securities issued in such Securitization Transaction that develop following
the closing date of such Securitization Transaction, (B) any known affiliations
or relationships that develop following the closing date of a Securitization
Transaction between the Company, any Subservicer or any Third-Party Originator
and any of the parties (provided that the requesting party identify, in
writing,
such parties by name) specified in clause (D) of paragraph (a) of this
Section
(and any other parties identified in writing by the requesting party) with
respect to such Securitization Transaction, (C) any Event of Default under
the
terms of this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Company,
and (E)
the Company’s entry into an agreement with a Subservicer to perform or assist in
the performance of any of the Company’s obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor
a
description of such proceedings, affiliations or relationships. The obligations
of the Company under this paragraph (ix) with respect to a Securitization
Transaction shall terminate upon the termination of the Purchaser’s and
Depositor’s reporting obligations under the Exchange Act with respect to such
securitization;
(x)
As a
condition to the succession to the Company or any Subservicer as Servicer
or
Subservicer under this Agreement or any Reconstitution Agreement by any
Person
(i) into which the Company or such Subservicer may be merged or consolidated,
or
(ii) which may be appointed as a successor to the Company or any Subservicer,
the Company shall provide to the Purchaser, any Master Servicer, and any
Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Purchaser and any
Depositor
of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Purchaser and such Depositor, all information
reasonably requested by the Purchaser or any Depositor in order to comply
with
its reporting obligation under Item 6.02 of Form 8-K with respect to any
class
of asset-backed securities;
(x)
In
addition to such information as the Company, as Servicer, is obligated
to
provide pursuant to other provisions of this Agreement, not later than
ten days
prior to the deadline for the filing of any distribution report on Form
10-D in
respect of any Securitization Transaction that includes any of the Mortgage
Loans serviced by the Company or any Subservicer, the Company or such
Subservicer, as applicable, shall, to the extent the Company or such Subservicer
has knowledge, provide to the party responsible for filing such report
(including, if applicable, the Master Servicer) notice of the occurrence
of any
of the following events with respect to such Mortgage Loans serviced by
the
Company along with all information, data, and materials related thereto
as may
be required to be included in the related distribution report on Form 10-D
(as
specified in the provisions of Regulation AB referenced below):
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool
assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB);
and
(xi)
The
Company shall provide to the Purchaser, any Master Servicer and any Depositor,
evidence of the authorization of the person signing any certification or
statement, copies or other evidence of Fidelity Bond Insurance and Errors
and
Omission Insurance policy, financial information and reports, and such
other
information related to the Company or any Subservicer or the Company or
such
Subservicer’s performance hereunder.
In
the
event of a conflict or inconsistency between the terms of Exhibit
L
and the
text of the applicable Item of Regulation AB as cited above, the text of
Regulation AB, its adopting release and other public statements of the
SEC shall
control.
The
Company shall indemnify the Purchaser, the Depositor, and the Master Servicer,
and each of their respective affiliates including as applicable each of
the
following parties participating in a Pass-Through Transfer: each sponsor
and
issuing entity; each Person (including, but not limited to, any Master
Servicer,
if applicable) responsible for the preparation, execution or filing of
any
report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to
Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Pass-Through Transfer; each broker dealer acting as underwriter, placement
agent
or initial purchaser with respect to such Pass-Through Transfer, each Person
who
controls any of such parties or the Depositor (within the meaning of Section
15
of the Securities Act and Section 20 of the Exchange Act); and the respective
present and former directors, officers, employees, agents and affiliates
of each
of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall
hold each of them harmless from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may
sustain
(each, a “Regulation AB Loss”) arising out of or based upon:
(i)(A)
any
untrue statement of a material fact contained or alleged to be contained
in any
information, report, certification, data, accountants’ letter or other material
provided under this Section 11.18 by the Company or by another third-party
on
the direction of the Company,
or
provided under this Section 11.18 by or at the direction of any Subservicer,
Subcontractor or Third-Party Originator (collectively, the “Company
Information”), or (B) the omission or alleged omission to state in the Company
Information a material fact required to be stated in the Company Information
or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by
way of
clarification, that clause (B) of this paragraph shall be construed solely
by
reference to the Company Information and not to any other information
communicated in connection with a sale or purchase of securities, without
regard
to whether the Company Information or any portion thereof is presented
together
with or separately from such other information;
(ii)
any
breach by the Company of its obligations under this Section 11.18, including
particularly any failure by the Company, any Subservicer, any Subcontractor
or
any Third-Party Originator to deliver any information, report, certification,
accountants’ letter or other material when and as required under this Section
11.18, including any failure by the Company to identify pursuant to Section
11.19 any Subcontractor “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB;
(iii)
any
breach by the Company of a representation or warranty set forth in Section
3.01
or in a writing furnished pursuant to Section 3.01(q) and made as of a
date
prior to the closing date of the related Pass-Through Transfer, to the
extent
that such breach is not cured by such closing date, or any breach by the
Company
of a representation or warranty in a writing furnished pursuant to Section
3.01(q) to the extent made as of a date subsequent to such closing date;
or
(iv)
the
negligence bad faith or willful misconduct of the Company in connection
with its
performance under this Section 11.18.
In
the
case of any claim involving Regulation AB Losses instituted involving any
untrue
statement of a material fact alleged to be contained in any Company Information,
the Purchaser shall notify the Company and the Company may, but only with
the
written approval of the Purchaser in the Purchaser’s sole discretion, retain
counsel satisfactory to the Purchaser to represent the Purchaser with respect
to
the Regulation AB Losses (provided that the counsel so designated would
have no
actual or potential conflict of interest in connection with such
representation), and the Company shall pay the fees and disbursements of
such
counsel related to such claim. If the Company assumes the defense of such
proceeding, it shall be entitled to settle such proceeding with the written
consent of the Purchaser (in its sole discretion) or, if such settlement
provides for release of the Purchaser in connection with all matters relating
to
the proceeding which have been asserted against the Purchaser in such proceeding
by the other parties to such settlement, without the consent of the
Purchaser.
For
purposes of clarification with respect to the indemnification given above
in
this Section 11.18, the Seller shall only be required to indemnify the
Indemnified Parties with respect to Regulation AB Losses that any Indemnified
Party incurs when such Regulation AB Losses arise out of or are based upon
Company Information and only with respect to those Mortgage Loans sold
pursuant
to this Agreement; provided, that the indemnification provided in this
Section
11.18 shall be the only indemnification with respect to Regulation AB Losses;
provided, further, that if any loan performance information is not provided
to
the Company pursuant to this Agreement, the Company shall have no obligation
to
indemnify any Indemnified Party for Regulation AB Losses arising from the
Company’s failure to provide Static Pool Information.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless an Indemnified Party, then the Company agrees that it shall contribute
to the amount paid or payable by such Indemnified Party as a result of
any
claims, losses, damages or liabilities incurred by such Indemnified Party
in
such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.
In
the
case of any failure of performance described above, the Company shall promptly
reimburse the Purchaser, any Depositor, as applicable, and each Person
responsible for the preparation, execution or filing of any report required
to
be filed with the Commission with respect to such Securitization Transaction,
or
for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Securitization Transaction,
for all
costs reasonably incurred by each such party in order to obtain the information,
report, certification, accountants’ letter or other material not delivered as
required by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator.
This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
All
Mortgage Loans not sold or transferred pursuant to a Reconstitution shall
remain
subject to, and serviced in accordance with the terms of, this Agreement
and the
related Term Sheet, and with respect thereto this Agreement and the related
Term
Sheet shall remain in full force and effect.
23. Article
XI of the Agreement is hereby amended effective as of the date hereof by
adding
the following new Section 11.19:
Section
11.19. Use
of
Subservicers and Subcontractors.
(a) The
Company shall not hire or otherwise utilize the services of any Subservicer
to
fulfill any of the obligations of the Company as Servicer under this Agreement
or any Reconstitution Agreement unless the Company complies with the provisions
of paragraph (b) of this Section. The Company shall not hire or otherwise
utilize the services of any Subcontractor, and shall not permit any Subservicer
to hire or otherwise utilize the services of any Subcontractor, to fulfill
any
of the obligations of the Company as Servicer under this Agreement or any
Reconstitution Agreement unless the Company complies with the provisions
of
paragraph (d) of this Section.
(b) The
Company shall cause any Subservicer used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions
of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18
of this
Agreement to the same extent as if such Subservicer were the Company, and
to
provide the information required with respect to such Subservicer under
Section
3.01(r) of this Agreement. The Company shall be responsible for obtaining
from
each Subservicer and delivering to the Purchaser, any Master Servicer and
any
Depositor any Annual Statement of Compliance required to be delivered by
such
Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation
Report required to be delivered by such Subservicer under Section 6.07
and any
Annual Certification required under Section 6.04(b) as and when required
to be
delivered under this Agreement.
(c) The
Company shall promptly upon request provide to the Purchaser, any Master
Servicer and any Depositor (or any designee of the Depositor, such as an
administrator) a written description (in form and substance satisfactory
to the
Purchaser, any Master Servicer and such Depositor) of the role and function
of
each Subcontractor utilized by the Company or any Subservicer, specifying
(i)
the identity of each such Subcontractor, (ii) which (if any) of such
Subcontractors are “participating in the servicing function” within the meaning
of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As
a
condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the Company shall cause any such Subcontractor used by the
Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company.
The
Company shall be responsible for obtaining from each Subcontractor and
delivering to the Purchaser and any Depositor any Assessment of Compliance
and
Attestation Report and the other certificates required to be delivered
by such
Subservicer and such Subcontractor under Section 6.07, in each case as
and when
required to be delivered.
24. Article
XI of the Agreement is hereby amended effective as of the date hereof by
adding
the following new Section 11.20:
Section
11.20. Third
Party Beneficiary Rights, Benefits and Obligations.
For
purposes of this Agreement, each Master Servicer shall be considered a
third party beneficiary to this Agreement, entitled to all the rights and
benefits hereof and as limited herein as if it were a direct party to this
Agreement.
25. The
Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit E:
EXHIBIT
E
REPORTING
DATA FOR MONTHLY REPORT
|
Standard
File Layout - Master Servicing
|
||||
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
Text
up to 10 digits
|
20
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
Text
up to 10 digits
|
10
|
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different
than the LOAN_NBR.
|
Text
up to 10 digits
|
10
|
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by
first and
last name.
|
Maximum
length of 30 (Last, First)
|
30
|
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
Servicer's fee rate for a loan as reported by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
Servicer's fee amount for a loan as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next
payment is
due to the Servicer, as reported by Servicer.
|
MM/DD/YYYY
|
10
|
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment
amount.
|
MM/DD/YYYY
|
10
|
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
MM/DD/YYYY
|
10
|
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
MM/DD/YYYY
|
10
|
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
MM/DD/YYYY
|
10
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|||
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a
processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable
for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for
the current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
MM/DD/YYYY
|
10
|
|
|
MOD_TYPE
|
The
Modification Type.
|
Varchar
- value can be alpha or numeric
|
30
|
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
26. The
Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit F:
EXHIBIT
F
REPORTING
DATA FOR DEFAULTED LOANS
Standard
File Layout - Delinquency Reporting
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the Originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external Servicer to identify
a group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the Servicer
at the end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the Servicer with instructions
to begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the Servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from
the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price
opinion or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan.
Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
Exhibit
2: Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
|
· ASUM-
|
Approved
Assumption
|
|
· BAP-
|
Borrower
Assistance Program
|
|
· CO-
|
Charge
Off
|
|
· DIL-
|
Deed-in-Lieu
|
|
· FFA-
|
Formal
Forbearance Agreement
|
|
· MOD-
|
Loan
Modification
|
|
· PRE-
|
Pre-Sale
|
|
· SS-
|
Short
Sale
|
|
· MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant
Code
field should show the current status of the property code as
follows:
| · |
Mortgagor
|
| · |
Tenant
|
| · |
Unknown
|
| · |
Vacant
|
The
Property
Condition
field should show the last reported condition of the property as follows:
| · |
Damaged
|
| · |
Excellent
|
| · |
Fair
|
| · |
Gone
|
| · |
Good
|
| · |
Poor
|
| · |
Special
Hazard
|
| · |
Unknown
|
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Reason Code
field should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Status Code
field should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
27. The
Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit J:
EXHIBIT
J
COMPANY’S
OBLIGATIONS IN CONNECTION
WITH
A
RECONSTITUTION
• The
Company shall (i) possess the ability to service to a securitization documents;
(ii) service on a “Scheduled/Scheduled” reporting basis (advancing through the
liquidation of an REO Property), (iii) make compensating interest payments
on
payoffs and curtailments and (iv) remit and report to a Master Servicer
in
format reasonably acceptable to such Master Servicer by the 10th calendar
day of
each month.
• The
Company shall provide an acceptable annual certification (officer’s certificate)
to the Master Servicer (as required by the Xxxxxxxx-Xxxxx Act of 2002)
as well
as any other annual certifications customarily required under the securitization
documents (i.e. the annual statement as to compliance/annual independent
certified public accountants’ servicing report due by March 1 of each year),
provided that the Company has notice that such other annual certifications
will
be required.
• The
Company shall maintain its servicing system in accordance with the requirements
of the Master Servicer.
28. The
Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit K:
EXHIBIT
K
FORM
OF
COMPANY CERTIFICATION
Re: The
[ ]
agreement dated as of [ l,
200[ ]
(the “Agreement”), among [IDENTIFY PARTIES]
I,
____________________________, the _______________________ of [NAME OF COMPANY]
(the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
Servicer] [Securities Administrator] [Trustee], and their officers, with
the
knowledge and intent that they will rely upon this certification,
that:
I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
reports, officer’s certificates and other information relating to the servicing
of the Mortgage Loans by the Company during 200[ ] that were delivered
by the
Company to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the “Company Servicing
Information”);
Based
on
my knowledge, the Company Servicing Information, taken as a whole, does
not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances
under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the [Depositor]
[Master
Servicer] [Securities Administrator] [Trustee];
I
am
responsible for reviewing the activities performed by the Company as Servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed
in the
Compliance Statement, the Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
The
Compliance Statement required to be delivered by the Company pursuant to
this
Agreement, and the Servicing Assessment and Attestation Report required
to be
provided by the Company and by any Subservicer and Subcontractor pursuant
to the
Agreement, have been provided to the [Depositor] [Master Servicer]. Any
material
instances of noncompliance described in such reports have been disclosed
to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with
the
Servicing Criteria has been disclosed in such reports.
29. The
Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit L:
EXHIBIT
L
SUMMARY
OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE:
This Exhibit L is provided for convenience of reference only. In the event
of a
conflict or inconsistency between the terms of this Exhibit L and the text
of
Regulation AB, the text of Regulation AB, its adopting release and other
public
statements of the SEC shall control.
Item
1105(a)(1)-(3) and (c)
-Provide
static pool information with respect to mortgage loans that were originated
or
purchased by the Company and which are of the same type as the Mortgage
Loans.
-Provide
static pool information regarding delinquencies, cumulative losses and
prepayments for prior securitized pools of the Company.
-If
the
Company has less than 3 years experience securitizing assets of the same
type as
the Mortgage Loans, the Company may provide the static pool information
by
vintage origination years regarding loans originated or purchased by the
Company, instead of by prior securitized pool. A vintage origination year
represents mortgage loans originated during the same year.
-Such
static pool information shall be for the prior five years, or for so long
as the
Company has been originating or purchasing (in the case of data by vintage
origination year) or securitizing (in the case of data by prior securitized
pools) such mortgage loans if for less than five years.
-The
static pool information for each vintage origination year or prior securitized
pool, as applicable, shall be presented in monthly or quarterly increments
over
the life of the mortgage loans included in the vintage origination year
or prior
securitized pool.
-Provide
summary information for the original characteristics of the prior securitized
pools or vintage origination years, as applicable and material, including:
number of pool assets, original pool balance, weighted average initial
loan
balance, weighted average mortgage rate, weighted average and minimum and
maximum FICO, product type, loan purpose, weighted average and minimum
and
maximum LTV, distribution of loans by mortgage rate, and geographic
concentrations of 5% or more.
Item
1108(b) and (c)
Provide
the following information with respect to each servicer that will service,
including interim service, 20% or more of the mortgage loans in any loan
group
in the securitization issued in the Pass-Through Transfer:
-a
description of the Company’s form of organization;
-a
description of how long the Company has been servicing residential mortgage
loans; a general discussion of the Company’s experience in servicing assets of
any type as well as a more detailed discussion of the Company’s experience in,
and procedures for the servicing function it will perform under this Agreement
and any Reconstitution Agreements; information regarding the size, composition
and growth of the Company’s portfolio of mortgage loans of the type similar to
the Mortgage Loans and information on factors related to the Company that
may be
material to any analysis of the servicing of the Mortgage Loans or the
related
asset-backed securities, as applicable, including whether any default or
servicing related performance trigger has occurred as to any other
securitization due to any act or failure to act of the Company, whether
any
material noncompliance with applicable servicing criteria as to any other
securitization has been disclosed or reported by the Company, and the extent
of
outsourcing the Company uses;
-a
description of any material changes to the Company’s policies or procedures in
the servicing function it will perform under this Agreement and any
Reconstitution Agreements for mortgage loans of the type similar to the
Mortgage
Loans during the past three years;
-information
regarding the Company’s financial condition to the extent that there is a
material risk that the effect on one or more aspects of servicing resulting
from
such financial condition could have a material impact on the performance
of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage
loans of the same asset type as the Mortgage Loans;
-any
special or unique factors involved in servicing loans of the same type
as the
Mortgage Loans, and the Company’s processes and procedures designed to address
such factors;
-statistical
information regarding principal and interest advances made by the Company
on the
Mortgage Loans and the Company’s overall servicing portfolio for the past three
years; and
-the
Company’s process for handling delinquencies, losses, bankruptcies and
recoveries, such as through liquidation of REO Properties, foreclosure,
sale of
the Mortgage Loans or workouts.
Item
1110(a)
-Identify
any originator or group of affiliated originators that originated, or is
expected to originate, 10% or more of the mortgage loans in any loan group
in
the securitization issued in the Pass-Through Transfer.
Item
1110(b)
Provide
the following information with respect to any originator or group of affiliated
originators that originated, or is expected to originate, 20% or more of
the
mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer:
-the
Company’s form of organization; and
-a
description of the Company’s origination program and how long the Company has
been engaged in originating residential mortgage loans, which description
must
include a discussion of the Company’s experience in originating mortgage loans
of the same type as the Mortgage Loans and information regarding the size
and
composition of the Company’s origination portfolio as well as information that
may be material to an analysis of the performance of the Mortgage Loans,
such as
the Company’s credit-granting or underwriting criteria for mortgage loans of the
same type as the Mortgage Loans.
Item
1117
-describe
any legal proceedings pending against the Company or against any of its
property, including any proceedings known to be contemplated by governmental
authorities, that may be material to the holders of the securities issued
in the
Pass-Through Transfer.
Item
1119(a)
-describe
any affiliations of the Company, each other originator of the Mortgage
Loans and
each Subservicer with the sponsor, depositor, issuing entity, trustee,
any
originator, any other servicer, any significant obligor, enhancement or
support
provider or any other material parties related to the Pass-Through
Transfer.
Item
1119(b)
-describe
any business relationship, agreement, arrangement, transaction or understanding
entered into outside of the ordinary course of business or on terms other
than
those obtained in an arm’s length transaction with an unrelated third party,
apart from the Pass-Through Transfer, between the Company, each other originator
of the Mortgage Loans and each Subservicer, or their respective affiliates,
and
the sponsor, depositor or issuing entity or their respective affiliates,
that
exists currently or has existed during the past two years, that may be
material
to the understanding of an investor in the securities issued in the Pass-Through
Transfer.
Item
1119(c)
-describe
any business relationship, agreement, arrangement, transaction or understanding
involving or relating to the Mortgage Loans or the Pass-Through Transfer,
including the material terms and approximate dollar amount involved, between
the
Company, each other originator of the Mortgage Loans and each Subservicer,
or
their respective affiliates and the sponsor, depositor or issuing entity
or
their respective affiliates, that exists currently or has existed during
the
past two years.
30. The
Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit M:
EXHIBIT
M
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the 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.
|
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the
transaction
agreements
|
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
|
|
1122(d)(4)(iv)
|
Payments
on 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.
|
|
|
|
|
|
|
[NAME
OF COMPANY] [NAME OF SUBSERVICER]
|
|
|
Date:
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
31. The
Agreement is hereby amended as of the date hereof by adding the following
new
Exhibit N:
EXHIBIT
N
REPORTING
DATA FOR REALIZED LOSSES AND GAINS
Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
1.
2. The
numbers on the 332 form correspond with the numbers listed below.
1. The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an
Amortization Schedule from date of default through liquidation breaking
out the
net interest and servicing fees advanced is required.
2.
The
Total
Interest Due less the aggregate amount of servicing fee that would have
been
earned if all delinquent payments had been made as agreed. For documentation,
an
Amortization Schedule from date of default through liquidation breaking
out the
net interest and servicing fees advanced is required.
3. Accrued
Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest
and
servicing fees advanced is required.
4-12.
Complete
as applicable. Required documentation:
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of Servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
13. The
total
of lines 1 through 12.
3. Credits:
14-21.
Complete
as applicable. Required documentation:
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow Agent / Attorney
Letter
of
Proceeds Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
for Part
B/Supplemental proceeds.
Total
Realized Loss (or Amount of Any Gain)
23.
The
total
derived from subtracting line 22 from 13. If the amount represents a realized
gain, show
the
amount in parenthesis ( ).
Calculation
of Realized Loss/Gain Form 332
|
Prepared
by: __________________
|
Date:
_______________
|
|
Phone:
______________________
|
Email
Address:_____________________
|
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO Sale
3rd
Party Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
||||
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
||||
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
||||
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
||||
|
(5)
|
Taxes
|
________________
|
(5)
|
||||
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
||||
|
(7)
|
MI/Hazard
Insurance Premiums
|
________________
|
(7)
|
||||
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
||||
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
||||
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
||||
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
||||
|
(12)
|
Other
(itemize)
|
$________________
|
(12)
|
||||
|
Cash
for Keys__________________________
|
________________
|
||||||
|
HOA/Condo
Fees_______________________
|
________________
|
||||||
|
______________________________________
|
________________
|
||||||
|
______________________________________
|
________________
|
||||||
|
Total
Expenses
|
$
_______________
|
(13)
|
|||||
|
Credits:
|
|||||||
|
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
||||
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
||||
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
||||
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
||||
|
(18)
|
Primary
Mortgage Insurance Proceeds
|
________________
|
(18)
|
||||
|
HUD
Part A
|
________________
|
(18a)
|
|||||
|
HUD
Part B
|
________________
|
(18b)
|
|||||
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
||||
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
||||
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
||||
|
_________________________________________
|
_________________
|
||||||
|
_________________________________________
|
_________________
|
||||||
|
Total
Credits
|
$________________
|
(22)
|
|||||
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
|||||
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
32. Except
as
amended above, the Agreement shall continue to be in full force and effect
in
accordance with its terms.
33. This
Amendment may be executed by one or more of the parties hereto on any number
of
separate counterparts and of said counterparts taken together shall be
deemed to
constitute one and the same instrument.
[SIGNATURE
PAGES FOLLOW]
|
EMC
MORTGAGE CORPORATION,
as
Purchaser
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CHEVY
CHASE BANK, F.S.B.,
as
Company
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
I-2
EMC
SERVICING AGREEMENT
______________________________________________________________________________
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
Owner
and
EMC
MORTGAGE CORPORATION
Servicer
SERVICING
AGREEMENT
Dated
as
of May 1, 2006
_________________________________________________________________
EXHIBITS
|
Exhibit
A
|
Mortgage
Loan Schedule
|
|
Exhibit
B
|
Custodial
Account Letter Agreement
|
|
Exhibit
C
|
Escrow
Account Letter Agreement
|
|
Exhibit
D
|
Form
of Request for Release
|
|
Exhibit
E
|
Reporting
Data for Monthly Report
|
|
Exhibit
F
|
Reporting
Data for Defaulted Loans
|
|
Exhibit
G
|
Form
of Owner Certification
|
|
Exhibit
H
|
Summary
of Regulation AB Servicing Criteria
|
|
Exhibit
I
|
Summary
of Applicable Regulation AB Requirements
|
|
Exhibit
J
|
Servicing
Criteria to be Addressed in Assessment of Compliance
|
|
Exhibit
K
|
Reporting
Data for Realized Losses and Gains
|
THIS
IS A
SERVICING AGREEMENT, dated as of May 1, 2006, and is executed between Structured
Asset Mortgage Investments II Inc. (the "Owner") and EMC Mortgage Corporation
(the "Servicer").
ARTICLE
I
DEFINITIONS
Section
1.01. Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meaning specified in this
Article:
Accepted
Servicing Practices:
The
procedures, including prudent collection and loan administration procedures,
and
the standard of care (i) employed by prudent mortgage servicers which service
mortgage loans of the same type as the Mortgage Loans in the jurisdictions
in
which the related Mortgage Properties are located or (ii) in accordance with
the
Xxxxxx Xxx Guide or Xxxxxxx Mac Guide, subject to any variances negotiated
with
Xxxxxx Xxx or
Xxxxxxx Mac and
subject to the express provisions of this Agreement. Such standard of care
shall
not be lower than that the Servicer customarily employs and exercises in
servicing and administering similar mortgage loans for its own account and
shall
be in full compliance with all federal, state, and local laws, ordinances,
rules
and regulations.
Adjustment
Date:
As to
each ARM Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.
Agreement:
This
Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
ARM
Loans:
First
lien, conventional, 1-4 family residential Mortgage Loans with interest rates
which adjust from time to time in accordance with the related Index and are
subject to Periodic Rate Caps and Lifetime Rate Caps and which may permit
conversion to fixed interest rates.
Business
Day:
Any day
other than (i) a Saturday or Sunday, or (ii) a legal holiday in the States
of
Maryland, Minnesota, New York or the jurisdiction in which the Servicer conducts
its servicing activities, or (iii) a day on which banks in the States of
Maryland, Minnesota, New York or the jurisdiction in which the Servicer conducts
its servicing activities are authorized or obligated by law or executive
order
to be closed.
Code:
The
Internal Revenue Code of 1986, as it may be amended from time to time, or
any
successor statute thereto, and applicable U.S. Department of the Treasury
regulations issued pursuant thereto.
Commission
or SEC:
The
Securities and Exchange Commission.
Condemnation
Proceeds:
All
awards or settlements in respect of a Mortgaged Property, whether permanent
or
temporary, partial or entire, by exercise of the power of eminent domain
or
condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan Documents.
Custodial
Account:
One or
more demand account or accounts created and maintained pursuant to Section
4.04
which shall be entitled "PRIME 2006-1 Custodial Account in trust for Structured
Asset Mortgage Investments II Inc., Owner of Whole Loan Mortgages and various
Mortgagors" established at a Qualified Depository, each of which accounts
shall
be held by such Qualified Depository in a fiduciary capacity, separate and
apart
from its funds and general assets.
Custodian:
Xxxxx
Fargo Bank, National Association, or such other custodian as Owner shall
designate.
Cut-off
Date:
The
open of business on May 1, 2006.
Delinquency
Recognition Policies:
The
generally accepted industry standard that defines the proper means of reporting
delinquency status, which will be either of the following two methodologies:
(i)
a loan is determined to be delinquent if the payment is not received by the
end
of the day immediately preceding the loan's next due date, or (ii) a loan
is
determined to be delinquent if a payment is not received by the loan’s due date
in the following month. The applicable policy for reporting delinquency status
pursuant to this Agreement will be the policy specified in the related pooling
and servicing agreement.
Delinquent:
As
defined in the related pooling and servicing agreement.
Depositor:
The
depositor, as such term is defined in Regulation AB, with respect to any
Pass-Through Transfer.
Determination
Date:
The
15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the Remittance
Date.
Due
Date:
Each
day on which payments of principal and interest are required to be paid in
accordance with the terms of the related Mortgage Note, exclusive of any
days of
grace.
Due
Period:
With
respect to each Remittance Date, the period commencing on the second day
of the
month preceding the month of such Remittance Date and ending on the first
day of
the month of the Remittance Date.
Escrow
Account:
The
separate trust account or accounts created and maintained pursuant to Section
4.06 which shall be entitled " PRIME 2006-1 Escrow Account, in trust for
Structured Asset Mortgage Investments II Inc., Owner of Whole Loan Mortgages
and
various Mortgagors" and shall be established at a Qualified Depository, each
of
which accounts shall in no event contain funds in excess of the FDIC insurance
limits.
Escrow
Payments:
With
respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
assessments, water rates, sewer rents, municipal charges, mortgage insurance
premiums, fire and hazard insurance premiums, condominium charges, and any
other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant
to
the Mortgage or any other document.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 9.01.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
Xxxxxx
Xxx:
Xxxxxx
Xxx, or any successor thereto.
Xxxxxx
Mae Guide:
The
Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide and all amendments
or additions thereto.
Fidelity
Bond:
A
fidelity bond to be maintained by the Servicer pursuant to Section
4.12.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
amended
from time to time.
Xxxxxxx
Mac:
Xxxxxxx
Mac, or any successor thereto.
Xxxxxxx
Mac Guide:
The
Xxxxxxx Mac Selling Guide and the Xxxxxxx Mac Servicing Guide and all amendments
or additions thereto.
Full
Principal Prepayment:
A
Principal Prepayment made by a Mortgagor of the entire principal balance
of a
Mortgage Loan.
GAAP:
Generally accepted accounting procedures, consistently applied.
HUD:
The
United States Department of Housing and Urban Development or any
successor.
Index:
With
respect to each ARM Loan, on the related Adjustment Date, the index used
to
determine the Mortgage Interest Rate on each such ARM Loan.
Insurance
Proceeds:
With
respect to each Mortgage Loan, proceeds of insurance policies insuring the
Mortgage Loan or the related Mortgaged Property.
Lifetime
Rate Cap:
With
respect to each ARM Loan, the maximum Mortgage Interest Rate over the term
of
such Mortgage Loan, as specified in the related Mortgage Note.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds and Condemnation Proceeds, received
in
connection with the liquidation of a defaulted Mortgage Loan, whether through
the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure
sale
or otherwise, other than amounts received following the acquisition of an
REO
Property pursuant to Section 4.13.
Margin:
With
respect to each ARM Loan, the fixed percentage amount set forth in each related
Mortgage Note which is added to the Index in order to determine the related
Mortgage Interest Rate.
Master
Servicer:
Xxxxx
Fargo Bank, National Association, its successors in interest and assigns,
or any
successor thereto designated by the Owner.
Monthly
Advance:
The
aggregate of the advances made by the Servicer on any Remittance Date pursuant
to Section 5.03.
Monthly
Payment:
With
respect to each Mortgage Loan, the scheduled monthly payment of principal
and
interest thereon which is payable by the related Mortgagor under the related
Mortgage Note.
Mortgage:
The
mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real property
securing the Mortgage Note.
Mortgage
Interest Rate:
The
annual rate at which interest accrues on any Mortgage Loan in accordance
with
the provisions of the related Mortgage Note, and in the case of an ARM Loan,
as
adjusted from time to time on each Adjustment Date for such Mortgage Loan
to
equal the Index for such Mortgage Loan plus the Margin for such Mortgage
Loan,
and subject to the limitations on such interest rate imposed by the Periodic
Rate Cap and the Lifetime Rate Cap.
Mortgage
Loan:
An
individual Mortgage Loan described herein and as further identified on the
Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Mortgage Loan Documents, the Monthly Payments, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
Proceeds, and all other rights, benefits, proceeds and obligations arising
from
or in connection with such Mortgage Loan.
Mortgage
Loan Documents:
The
original mortgage loan legal documents held by the Custodian.
Mortgage
Loan Remittance Rate:
With
respect to each Mortgage Loan, the annual rate of interest remitted to the
Owner, which shall be equal to the related Mortgage Interest Rate minus the
Servicing Fee Rate.
Mortgage
Loan Schedule:
The
schedule of Mortgage Loans attached hereto as Exhibit
A,
such
schedule being acceptable to the Owner and the Servicer.
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged
Property:
The
underlying real property securing repayment of a Mortgage Note.
Mortgagor:
The
obligor on a Mortgage Note.
Net
Liquidation Proceeds:
As to
any Mortgage Loan, Liquidation Proceeds net of unreimbursed Servicing Advances,
Servicing Fees and Monthly Advances and expenses incurred by the Servicer
in
connection with the liquidation of the Mortgage Loan and the related Mortgaged
Property.
Nonrecoverable
Advance:
Any
advance previously made by the Servicer pursuant to Section 5.03 or any
Servicing Advance proposed to be made by the Servicer in respect of a Mortgage
Loan or REO Property which, in the good faith judgment of the Servicer, may
not
be ultimately recoverable by the Servicer from Liquidation Proceeds or Insurance
Proceeds on such Mortgage Loan or REO Property as provided herein. The
determination by the Servicer that it has made a Nonrecoverable Advance,
or that
a proposed advance may constitute a Nonrecoverable Advance, shall be evidenced
by an Officer's Certificate of the Servicer delivered to the Owner and detailing
the reasons for such determination.
Officer's
Certificate:
A
certificate signed by the Chairman of the Board, the Vice Chairman of the
Board,
the President, a Senior Vice President or a Vice President or by the Treasurer
or the Secretary or one of the Assistant Treasurers or Assistant Secretaries
of
the Servicer, and delivered to the Owner as required by this
Agreement.
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the party on behalf
of
whom the opinion is being given, reasonably acceptable to the
Owner.
Owner:
Structured Asset Mortgage Investments II Inc., its successors in interest
and
assigns (including the Trustee in connection with a Pass-Through
Transfer).
Partial
Principal Prepayment:
A
Principal Prepayment by a Mortgagor of a partial principal balance of a Mortgage
Loan.
Pass-Through
Transfer:
Any
transaction involving either (1) a sale or other transfer of some or all
of the
Mortgage Loans directly or indirectly to an issuing entity in connection
with an
issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately
placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage
loans
consisting, in whole or in part, of some or all of the Mortgage
Loans.
Periodic
Rate Cap:
With
respect to each ARM Loan, the maximum increase or decrease in the Mortgage
Interest Rate on any Adjustment Date.
Permitted
Investments:
Any one
or more of the following obligations or securities:
(i) direct
obligations of, and obligations the timely payment of which are fully guaranteed
by the United States of America or any agency or instrumentality of the United
States of America the obligations of which are backed by the full faith and
credit of the United States of America;
(ii) (a)
demand or time deposits, federal funds or bankers' acceptances issued by
any
depository institu-tion or trust company incorporated under the laws of the
United States of America or any state thereof (including any Trustee or the
Master Servicer) and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or the
short-term deposit rating and/or the long-term unsecured debt obligations
or
deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated
in
one of the two highest rating categories by each Rating Agency and (b) any
other
demand or time deposit or certificate of deposit that is fully insured by
the
Federal Deposit Insurance Cor-poration;
(iii) repurchase
obligations with respect to (a) any security described in clause (i) above
or
(b) any other security issued or guaranteed by an agency or instrumen-tality
of
the United States of America, the obligations of which are backed by the
full
faith and credit of the United States of America, in either case entered
into
with a depository institution or trust company (acting as principal) described
in clause (ii)(a) above;
(iv) securities
bearing interest or sold at a discount issued by any corporation (including
any
Trustee or the Master Servicer) incorporated under the laws of the United
States
of America or any state thereof that are rated in one of the two highest
rating
categories by each Rating Agency at the time of such in-vestment or contractual
commitment providing for such investment; provided,
however,
that
securities issued by any particular corporation will not be Permitted
Investments to the extent that investments therein will cause the then
outstanding principal amount of secur-ities issued by such corporation and
held
as Permitted Investments to exceed 10% of the aggregate outstand-ing principal
balances and amounts of all the Permitted Investments;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obliga-tions payable on demand or on a specified date not
more
than one year after the date of issuance there-of) which are rated in one
of the
two highest rating categories by each Rating Agency at the time of such
investment;
(vi) any
other
demand, money market or time deposit, obligation, security or investment
as may
be acceptable to each Rating Agency; and
(vii) any
money
market funds the collateral of which consists of obligations fully guaranteed
by
the United States of America or any agency or instru-ment-al-ity of the United
States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities (including
money market or common trust funds for which any Trustee or the Master Servicer
or any affiliate thereof acts as a manager or an advisor) and which money
market
funds are rated in one of the two highest rating categories by each Rating
Agency;
provided,
however,
that no
instrument or security shall be a Permitted Investment if such instrument
or
security evidences a right to receive only interest payments with respect
to the
ob-li-ga-tions underlying such instrument or if such security provides for
payment of both principal and interest with a yield to matur-ity in excess
of
120% of the yield to maturity at par.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the
related
Mortgage Note.
Prepayment
Interest Excess:
With
respect to any Remittance Date, for each Mortgage Loan that was the subject
of a
Principal Prepayment in full or in part during the portion of the related
Prepayment Period occurring between the first day of the calendar month in
which
such Remittance Date occurs and the Determination Date of the calendar month
in
which such Remittance Date occurs, an amount equal to interest (to the extent
received) at the applicable Mortgage Loan Remittance Rate on the amount of
such
Principal Prepayment for the number of days commencing on the first day of
the
calendar month in which such Remittance Date occurs and ending on the last
date
through which interest is collected from the related Mortgagor.
Prepayment
Interest Shortfall:
With
respect to any Remittance Date, for each such Mortgage Loan that was the
subject
of a Principal Prepayment during the portion of the related Prepayment Period
occurring between the first day of the related Prepayment Period and the
last
day of the calendar month preceding the month in which such Remittance Date
occurs, an amount equal to interest (to be paid by the Servicer out of its
own
funds without reimbursement therefor) at the applicable Mortgage Loan Remittance
Rate on the amount of such Principal Prepayment for the number of days
commencing on the date on which the prepayment is applied and ending on the
last
day of the calendar month preceding such Remittance Date.
Prepayment
Period:
As to
any Remittance Date, (a) in the case of Full Principal Prepayments, the period
commencing on the 16th
day of
the month prior to the month in which the related Remittance
Date
occurs and ending on the 15th
day of
the month in which such Remittance Date occurs, and (b) in the case of Partial
Principal Prepayments, the preceding calendar month.
Primary
Mortgage Insurance Policy:
Each
primary policy of mortgage insurance, or any replacement policy therefor
obtained by the Servicer pursuant to Section 4.08.
Prime
Rate:
The
prime rate of U.S. money center banks as published from time to time in
The
Wall Street Journal.
Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan full or partial
which
is received in advance of its scheduled Due Date, including any Prepayment
Charge and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment.
Qualified
Appraiser:
An
appraiser, duly appointed by the Servicer, who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security thereof,
and whose compensation is not affected by the approval or disapproval of
the
Mortgage Loan, which appraiser and the appraisal made by such appraiser both
satisfy the requirements of Title XI of FIRREA and the regulations promulgated
thereunder, all as in effect on the date the Mortgage Loan was
originated.
Qualified
Depository:
(a) The
Custodian, (b) a depository, the accounts of which are insured by the FDIC
and
the short term debt ratings and the long term deposit ratings of which are
rated
in one of the two highest rating categories by either of Xxxxx’x Investors
Service, Inc. or Fitch, Inc., or (c) a depository, the short-term debt
obligations, or other short-term deposits of which are rated at least ‘A-2’ and
the long-term unsecured debt obligations of which are rated at least ‘AA-’ by
Standard & Poor's Ratings Service, a division of The McGraw Hill Companies
Inc.
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in
which
the Mortgaged Properties are located, duly authorized and licensed in such
states to transact the applicable insurance business and to write the insurance
provided, approved as an insurer by Xxxxxx Xxx and Xxxxxxx Mac.
Rating
Agency:
Standard & Poor's Ratings Service, a division of The McGraw Hill Companies
Inc., and Xxxxx'x Investors Service, Inc.
Reconstitution
Agreement: Any
agreement involving any Pass-Through Transfer or Whole Loan
Transfer.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission
in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
or
as may be provided by the Commission or its staff from time to
time.
REMIC:
A "real
estate mortgage
investment conduit" within the meaning of Section 860D of the Code.
REMIC
Provisions:
The
provisions of the Federal income tax law relating to a REMIC, which appear
at
Section 860A through 860G of the Code, and related provisions, and regulations,
rulings or pronouncements promulgated thereunder, as the foregoing may be
in
effect from time to time.
Remittance
Date:
The
Remittance Date shall be the 23rd day of any month, or if such 23rd day is
not a
Business Day, the first Business Day immediately preceding such 23rd
day.
REO
Disposition:
The
final sale by the Servicer of any REO Property.
REO
Disposition Proceeds:
Amounts
received by the Servicer in connection with a related REO
Disposition.
REO
Property:
A
Mortgaged Property acquired by the Servicer on behalf of the Owner as described
in Section 4.13.
Sarbanes
Certification:
A
certification required pursuant to The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations or amendments thereof
by
the Commission’s staff).
Securities
Act:
The
Securities Act of 1933, as amended.
Securities
Administrator:
The
securities administrator with respect to any Pass-Through Transfer.
Servicer:
EMC
Mortgage Corporation, or any of its successors in interest or any successor
under this Agreement appointed as herein provided.
Servicing
Advances:
All
customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the
performance by the Servicer of its servicing obligations relating to each
Mortgage Loan, including, but not limited to, the cost of (a) the preservation,
restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically
related to servicing the Mortgage Loans, including but not limited to,
foreclosures, bankruptcies, condemnations, drug seizures, elections,
foreclosures by subordinate or superior lienholders, and other legal actions
incidental to the servicing of the Mortgage Loans (provided that such expenses
are reasonable and that the Servicer specifies the Mortgage Loan(s) to which
such expenses relate), (c) the management and liquidation of the Mortgaged
Property if the Mortgaged Property is acquired in full or partial satisfaction
of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other
charges which are or may become a lien upon the Mortgaged Property, and Primary
Mortgage Insurance Policy premiums and fire and hazard insurance coverage
and
(e) compliance with the obligations under Section 4.08.
Servicing
Criteria:
As of
any date of determination, the “servicing criteria” set forth in Item 1122(d) of
Regulation AB, or any amendments thereto, a summary of the requirements of
which
as of the date hereof is attached hereto as Exhibit H for convenience of
reference only. In the event of a conflict or inconsistency between the terms
of
Exhibit H and the text of Item 1122(d) of Regulation AB, the text of Item
1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise
mutually agreed to by the Owner, the Servicer and any Person that will be
responsible for signing any Sarbanes Certification with respect to a
Pass-Through Transfer in response to evolving interpretations of Regulation
AB
and incorporated into a revised Exhibit H).
Servicing
Fee:
With
respect to each Mortgage Loan, the amount of the annual servicing fee the
Owner
shall pay to the Servicer, which shall, for a period of one full month, be
equal
to one--twelfth of the product of (a) the applicable Servicing Fee Rate and
(b)
the outstanding principal balance of the Mortgage Loan. Such fee shall be
payable monthly, computed on the basis of the same principal amount and period
respecting which any related interest payment on a Mortgage Loan is computed.
The obligation of the Owner to pay the Servicing Fee is limited to, and the
Servicing Fee is payable from the interest portion of such Monthly Payment
collected by the Servicer or as otherwise provided under Section
4.05.
Servicing
Fee Rate:
The
Servicing Fee Rate shall be a rate per annum equal to 0.375%.
Servicing
File:
The
documents, records and other items pertaining to a particular Mortgage Loan
and
any additional documents relating to such Mortgage Loan as are in, or as
may
from time to time come into, the Servicer's possession.
Servicing
Officer:
Any
officer of the Servicer involved in, or responsible for, the administration
and
servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by the Servicer to the Owner upon request, as such list
may
from time to time be amended.
Stated
Principal Balance:
As to
each Mortgage Loan as of any date of determination, (i) the principal balance
of
such Mortgage Loan after giving effect to payments of principal due and received
or for which a Monthly Advance has been made, minus (ii) all amounts previously
distributed to the Owner with respect to the Mortgage Loan representing
Principal Prepayments.
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or
more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of the Servicer or a
Subservicer.
Subservicer:
Any
Person that services Mortgage Loans on behalf of the Servicer or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicer under this Agreement or any
Reconstitution Agreement that are identified in Item 1122(d) of Regulation
AB.
Trustee:
The
Person appointed as trustee in connection with any Pass-Through
Transfer.
Whole
Loan Transfer:
The
sale or transfer of some or all of the ownership interest in the Mortgage
Loans
by the Owner to one or more third parties in whole loan or participation
format,
which third party may be Xxxxxx Xxx or Xxxxxxx Mac.
ARTICLE
II
SERVICING
OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY
OF
MORTGAGE LOAN DOCUMENTS
Section
2.01. Servicing
of Mortgage Loans.
The
Servicer does hereby agree to service the Mortgage Loans in accordance with
the
terms of this Agreement. The rights of the Owner to receive payments with
respect to the Mortgage Loans shall be as set forth in this
Agreement.
Section
2.02. Maintenance
of Servicing Files.
The
Servicer shall maintain a Servicing File consisting of all documents necessary
to service the Mortgage Loans. The possession of each Servicing File by the
Servicer is for the sole purpose of servicing the Mortgage Loan, and such
retention and possession by the Servicer is in a custodial capacity only.
The
Servicer acknowledges that the ownership of each Mortgage Loan, including
the
Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits,
proceeds and obligations arising therefrom or in connection therewith, has
been
vested in the Owner. All rights arising out of the Mortgage Loans including,
but
not limited to, all funds received on or in connection with the Mortgage
Loans
and all records or documents with respect to the Mortgage Loans prepared
by or
which come into the possession of the Servicer shall be received and held
by the
Servicer in trust for the exclusive benefit of the Owner as the owner of
the
related Mortgage Loans. Any portion of the related Servicing Files retained
by
the Servicer shall be appropriately identified in the Servicer's computer
system
to clearly reflect the ownership of the related Mortgage Loans by the Owner.
The
Servicer shall release its custody of the contents of the related Servicing
Files only in accordance with written instructions of the Owner, except when
such release is required as incidental to the Servicer's servicing of the
Mortgage Loans, such written instructions shall not be required.
Section
2.03. Books
and Records.
The
Servicer shall be responsible for maintaining, and shall maintain, a complete
set of books and records for the Mortgage Loans which shall be appropriately
identified in the Servicer's computer system to clearly reflect the ownership
of
the Mortgage Loan by the Owner. In particular, the Servicer shall maintain
in
its possession, available for inspection by the Owner, or its designee and
shall
deliver to the Owner upon demand, evidence of compliance with all federal,
state
and local laws, rules and regulations, and requirements of Xxxxxx Xxx or
Xxxxxxx
Mac, as applicable, including but not limited to documentation as to the
method
used in determining the applicability of the provisions of the Flood Disaster
Protection Act of 1973, as amended, to the Mortgaged Property, documentation
evidencing insurance coverage and eligibility of any condominium project
for
approval by Xxxxxx Mae and periodic inspection reports as required by Section
4.13. To the extent that original documents are not required for purposes
of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained
by the Servicer may be in the form of microfilm or microfiche or such other
reliable means of recreating original documents, including but not limited
to,
optical imagery techniques so long as the Servicer complies with the
requirements of the Xxxxxx Xxx Guide.
The
Servicer shall maintain with respect to each Mortgage Loan and shall make
available for inspection by any Owner or its designee the related Servicing
File
(or copies thereof) during the time the Owner retains ownership of a Mortgage
Loan and thereafter in accordance with applicable laws and
regulations.
Section
2.04. Transfer
of Mortgage Loans.
No
transfer of a Mortgage Loan may be made unless such transfer is in compliance
with the terms hereof. For the purposes of this Agreement, the Servicer shall
be
under no obligation to deal with any person with respect to this Agreement
or
any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has
been
delivered to the Servicer in accordance with this Section 2.04. The Owner
may,
subject to the terms of this Agreement, sell and transfer one or more of
the
Mortgage Loans in accordance with Sections 10.02 and 11.12, provided,
however, that the transferee will not be deemed to be an Owner hereunder
binding
upon the Servicer unless such transferee shall agree in writing to be bound
by
the terms of this Agreement and an assignment and assumption of this Agreement
reasonably acceptable to the Servicer. The Owner shall advise the Servicer
in
writing of the transfer. Upon receipt of notice of the permitted transfer,
the
Servicer shall xxxx its books and records to reflect the ownership of the
Mortgage Loans of such assignee, and shall release the previous Owner from
its
obligations hereunder with respect to the Mortgage Loans sold or
transferred.
Section
2.05. Delivery
of Mortgage Loan Documents.
The
Servicer shall forward to the Custodian on behalf of the Owner original
documents evidencing an assumption, modification, consolidation or extension
of
any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
4
week(s) of their execution; provided, however, that the Servicer shall provide
the Custodian on behalf of the Owner with a certified true copy of any such
document submitted for recordation within 4 week(s) after its execution,
and
shall provide the original of any document submitted for recordation or a
copy
of such document certified by the appropriate public recording office to
be a
true and complete copy of the original within 180 days of its execution.
If
delivery is not completed within 180 days solely due to delays in making
such
delivery by reason of the fact that such documents shall not have been returned
by the appropriate recording office, the Servicer shall continue to use its
best
efforts to effect delivery as soon as possible thereafter.
From
time
to time the Servicer may have a need for Mortgage Loan Documents to be released
by the Custodian. If the Servicer shall require any of the Mortgage Loan
Documents, the Servicer shall notify the Custodian in writing of such request
in
the form of the request for release attached hereto as Exhibit
D.
The
Custodian shall deliver to the Servicer within five (5) Business Days, any
requested Mortgage Loan Document previously delivered to the Custodian, provided
that such documentation is promptly returned to the Custodian when the Servicer
no longer requires possession of the document, and provided that during the
time
that any such documentation is held by the Servicer, such possession is in
trust
for the benefit of the Owner.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF THE SERVICER
The
Servicer represents, warrants and covenants to the Owner that as of the date
hereof or as of such date specifically provided herein:
(a)
The
Servicer is a validly existing corporation in good standing under the laws
of
the State of its organization and is qualified to transact business in, is
in
good standing under the laws of, and possesses all licenses necessary for
the
conduct of its business in, each state in which any Mortgaged Property is
located or is otherwise exempt or not required under applicable law to effect
such qualification or license and no demand for such qualification or license
has been made upon the Servicer by any such state, and in any event the Servicer
is in compliance with the laws of each such State to the extent necessary
to
ensure the enforceability of each Mortgage Loan and the servicing of the
Mortgage Loans in accordance with the terms of this Agreement;
(b)
The
Servicer has full power and authority to execute, deliver and perform, and
to
enter into and consummate all transactions contemplated by this Agreement
and to
conduct its business as presently conducted, has duly authorized the execution,
delivery and performance of this Agreement, has duly executed and delivered
this
Agreement, and this Agreement constitutes a legal, valid and binding obligation
of the Servicer, enforceable against it in accordance with its terms subject
to
bankruptcy laws and other similar laws of general application affecting rights
of creditors and subject to the application of the rules of equity, including
those respecting the availability of specific performance;
(c)
None
of
the execution and delivery of this Agreement, the consummation of the
transactions contemplated thereby and hereby, or the fulfillment of or
compliance with the terms and conditions of this Agreement will conflict
with
any of the terms, conditions or provisions of the Servicer's articles of
incorporation or by-laws or materially conflict with or result in a breach
of
any of the terms, conditions or provisions of any legal restriction or any
agreement or instrument to which the Servicer is now a party or by which
it is
bound, or constitute a default or result in an acceleration under any of
the
foregoing, or result in the material violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject;
(d)
There
is
no litigation pending or, to the Servicer's knowledge, threatened with respect
to the Servicer which is reasonably likely to have a material adverse effect
on
the execution, delivery or enforceability of this Agreement, or which is
reasonably likely to have a material adverse effect on the financial condition
of the Servicer;
(e)
No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Servicer
of
or compliance by the Servicer with this Agreement or the consummation of
the
transactions contemplated by this Agreement except for consents, approvals,
authorizations and orders which have been obtained;
(f)
The
Servicer is an approved seller/servicer of residential mortgage loans for
Xxxxxx
Xxx and Xxxxxxx Mac. The Servicer is in good standing to service mortgage
loans
for Xxxxxx Mae and Xxxxxxx Mac and no event has occurred which would make
the
Servicer unable to comply with eligibility requirements or which would require
notification to either Xxxxxx Mae or Xxxxxxx Mac;
(g)
As of
the date of each Pass-Through Transfer, and except as has been otherwise
disclosed to the Owner, the Master Servicer and any Depositor, or disclosed
in
any public filing: (1) no default or servicing related performance trigger
has
occurred as to any other Pass-Through Transfer due to any act or failure
to act
of the Servicer; (2) no material noncompliance with applicable servicing
criteria as to any other Pass-Through Transfer has occurred, been disclosed
or
reported by the Servicer; (3) the Servicer has not been terminated as servicer
in a residential mortgage loan Pass-Through Transfer, either due to a servicing
default or to application of a servicing performance test or trigger; (4)
no
material changes to the Servicer’s servicing policies and procedures for similar
loans have occurred in the preceding three years; (5) there are no aspects
of
the Servicer’s financial condition that could have a material adverse impact on
the performance by the Servicer of its obligations hereunder; (6) there are
no
legal proceedings pending, or known to be contemplated by governmental
authorities, against the Servicer that could be material to investors in
the
securities issued in such Pass-Through Transfer; and (7) there are no
affiliations, relationships or transactions relating to the Servicer of a
type
that are described under Item 1119 of Regulation AB;
(h)
If so
requested by the Owner, the Master Servicer or any Depositor on any date,
the
Servicer shall, within five Business Days following such request, confirm
in
writing the accuracy of the representations and warranties set forth in clause
(g) of this Article or, if any such representation and warranty is not accurate
as of the date of such request, provide reasonably adequate disclosure of
the
pertinent facts, in writing, to the requesting party;
(i)
Notwithstanding anything to the contrary in the Agreement, the Servicer shall
(or shall cause each Subservicer) (i) immediately notify the Owner, the Master
Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings pending against the Servicer or any Subservicer,
(B)
any affiliations or relationships that develop following the closing date
of a
Pass-Through Transfer between the Servicer or any Subservicer and any of
the
parties specified in clause (7) of paragraph (g) of this Article (and any
other
parties identified in writing by the requesting party) with respect to such
Pass-Through Transfer, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation
or sale
of substantially all of the assets of the Company, and (E) the Company’s entry
into an agreement with a Subservicer to perform or assist in the performance
of
any of the Company’s obligations under this Agreement or any Reconstitution
Agreement and (ii) provide to the Owner and any Depositor a description of
such
proceedings, affiliations or relationships;
(j)
As a
condition to the succession to the Servicer or any Subservicer as servicer
or
subservicer under this Agreement or any Reconstitution Agreement by any Person
(i) into which the Servicer or such Subservicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Servicer or any
Subservicer, the Servicer shall provide to the Owner, the Master Servicer
and
any Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Owner, the Master Servicer
and any Depositor of such succession or appointment and (y) in writing and
in
form and substance reasonably satisfactory to the Owner, the Master Servicer
and
such Depositor, all information reasonably requested by the Owner, the Master
Servicer or any Depositor in order to comply with its reporting obligation
under
Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
and
(k)
Servicer
has delivered to the Owner and the Master Servicer financial statements of
its
parent, for its last two complete fiscal years. All such financial information
fairly presents the pertinent results of operations and financial position
for
the period identified and has been prepared in accordance with GAAP consistently
applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures,
business, operations, financial condition, properties or assets of the Servicer
since the date of the Servicer’s financial information that would have a
material adverse effect on its ability to perform its obligations under this
Agreement.
ARTICLE
IV
Section
4.01. Servicer
to Act as Servicer.
The
Servicer, as independent contract servicer, shall service and administer
the
Mortgage Loans in accordance with this Agreement and with Accepted Servicing
Practices (giving due consideration to the Owner's reliance on the Servicer),
and shall have full power and authority, acting alone, to do or cause to
be done
any and all things in connection with such servicing and administration which
the Servicer may deem necessary or desirable and consistent with the terms
of
this Agreement and with Accepted Servicing Practices and shall exercise the
same
care that it customarily employs for its own account. In addition, the Servicer
shall furnish information regarding the borrower credit files related to
such
Mortgage Loan to credit reporting agencies in compliance with the provisions
of
the Fair Credit Reporting Act and the applicable implementing regulations.
Except as set forth in this Agreement, the Servicer shall service the Mortgage
Loans in accordance with Accepted Servicing Practices in compliance with
the
servicing provisions of the Xxxxxx Xxx Guide, which include, but are not
limited
to, provisions regarding the liquidation of Mortgage Loans, the collection
of
Mortgage Loan payments, the payment of taxes, insurance and other charges,
the
maintenance of hazard insurance with a Qualified Insurer, the maintenance
of
fidelity bond and errors and omissions insurance, inspections, the restoration
of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies,
insurance claims, and title insurance, management of REO Property, permitted
withdrawals with respect to REO Property, liquidation reports, and reports
of
foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged
Property, the release of Mortgage Loan Documents, annual statements, and
examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this
Agreement and any of the servicing provisions of the Xxxxxx Mae Guide, the
provisions of this Agreement shall control and be binding upon the Owner
and the
Servicer. The Owner may, at its option, deliver powers-of-attorney to the
Servicer sufficient to allow the Servicer as servicer to execute all
documentation requiring execution on behalf of Owner with respect to the
servicing of the Mortgage Loans, including satisfactions, partial releases,
modifications and foreclosure documentation or, in the alternative, shall
as
promptly as reasonably possible, execute and return such documentation to
the
Servicer.
Consistent
with the terms of this Agreement, the Servicer may waive, modify or vary
any
term of any Mortgage Loan or consent to the postponement of any such term
or in
any manner grant indulgence to any Mortgagor if in the Servicer's reasonable
and
prudent determination such waiver, modification, postponement or indulgence
is
not materially adverse to the Owner, provided, however, that with respect
to any
Mortgage Loan that is not in default or if default is not reasonably forseeable,
unless the Servicer has provided to the Owner a
certification addressed to the Owner, based on the advice of counsel
or certified public accountants that have a national reputation with respect
to
taxation of REMICs that a modification of such Mortgage Loan will not result
in
the imposition of taxes on or disqualify from REMIC status any
of the REMICs and has obtained the prior written consent of
the Owner, the Servicer shall not permit any modification with respect to
any
Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment
of principal or interest, reduce or increase the outstanding principal balance
(except for actual payments of principal), change the final maturity date
on
such Mortgage Loan or waive a prepayment penalty or charge. In the event
of any
such modification which has been agreed to in writing by the Owner and which
permits the deferral of interest or principal payments on any Mortgage Loan,
the
Servicer shall, on the Business Day immediately preceding the related Remittance
Date in any month in which any such principal or interest payment has been
deferred, deposit in the Custodial Account from its own funds, in accordance
with Section 4.04 and Section 5.03, the difference between (a) such month's
principal and one month's interest at the related Mortgage Loan Remittance
Rate
on the unpaid principal balance of such Mortgage Loan and (b) the amount
paid by
the Mortgagor. The Servicer shall be entitled to reimbursement for such advances
to the same extent as for all other advances pursuant to Section 4.05. Without
limiting the generality of the foregoing, the Servicer shall continue, and
is
hereby authorized and empowered, to prepare, execute and deliver, all
instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties.
The
Servicer shall perform all of its servicing responsibilities hereunder or
may
cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Servicer of a subservicer shall not release the
Servicer from any of its obligations hereunder and the Servicer shall remain
responsible hereunder for all acts and omissions of each subservicer as fully
as
if such acts and omissions were those of the Servicer. Any such subservicer
must
be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac seller/servicer
in
good standing and no event shall have occurred, including but not limited
to, a
change in insurance coverage, which would make it unable to comply with the
eligibility requirements for lenders imposed by Xxxxxx Xxx or for
seller/servicers by Xxxxxxx Mac, or which would require notification to Xxxxxx
Xxx or Xxxxxxx Mac. The Servicer shall pay all fees and expenses of each
subservicer from its own funds, and a subservicer's fee shall not exceed
the
Servicing Fee.
At
the
cost and expense of the Servicer, without any right of reimbursement from
the
Custodial Account, the Servicer shall be entitled to terminate the rights
and
responsibilities of a subservicer and arrange for any servicing responsibilities
to be performed by a successor subservicer meeting the requirements in the
preceding paragraph, provided, however, that nothing contained herein shall
be
deemed to prevent or prohibit the Servicer, at the Servicer's option, from
electing to service the related Mortgage Loans itself. In the event that
the
Servicer's responsibilities and duties under this Agreement are terminated
pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the
Owner,
the Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination
of
the Servicer. The Servicer shall pay all fees, expenses or penalties necessary
in order to terminate the rights and responsibilities of each subservicer
from
the Servicer's own funds without reimbursement from the Owner.
Notwithstanding
any of the provisions of this Agreement relating to agreements or arrangements
between the Servicer and a subservicer or any reference herein to actions
taken
through a subservicer or otherwise, the Servicer shall not be relieved of
its
obligations to the Owner and shall be obligated to the same extent and under
the
same terms and conditions as if it alone were servicing and administering
the
Mortgage Loans. The Servicer shall be entitled to enter into an agreement
with a
subservicer for indemnification of the Servicer by the subservicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any
subservicing agreement and any other transactions or services relating to
the
Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and Servicer alone, and the Owner shall have no obligations,
duties
or liabilities with respect to such Subservicer including no obligation,
duty or
liability of Owner to pay such subservicer's fees and expenses. For purposes
of
distributions and advances by the Servicer pursuant to this Agreement, the
Servicer shall be deemed to have received a payment on a Mortgage Loan when
a
subservicer has received such payment.
Section
4.02. Collection
of Mortgage Loan Payments.
Continuously
from the date hereof until the date each Mortgage Loan ceases to be subject
to
this Agreement, the Servicer will proceed with diligence to collect all payments
due under each Mortgage Loan when the same shall become due and payable and
shall, to the extent such procedures shall be consistent with this Agreement
and
the terms and provisions of related Primary Mortgage Insurance Policy, follow
such collection procedures as it follows with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Further, the
Servicer will take reasonable care in ascertaining and estimating annual
ground
rents, taxes, assessments, water rates, fire and hazard insurance premiums,
mortgage insurance premiums, and all other charges that, as provided in the
Mortgage, will become due and payable to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they
become
due and payable.
The
Servicer shall not waive any Prepayment Charge unless: (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally,
(ii) the enforcement thereof is illegal, or any local, state or federal agency
has threatened legal action if the prepayment penalty is enforced, (iii)
the
mortgage debt has been accelerated in connection with a foreclosure or other
involuntary payment or (iv) such waiver is standard and customary in servicing
similar Mortgage Loans and relates to a default or a reasonably foreseeable
default and would, in the reasonable judgment of the Servicer, maximize recovery
of total proceeds taking into account the value of such Prepayment Charge
and
the related Mortgage Loan.
With
respect to Mortgage Loans affected by Hurricane Xxxxxxx, if the Mortgaged
Property is located in public and individual assistance counties as designated
by FEMA (as set forth on its website xxx.xxxx.xxx), the Servicer may cease
charging of late fees and credit reporting activity for all Mortgagors in
certain counties until May 1, 2006, and if reasonably prudent, may extend
such
period as long as necessary. In addition, the Servicer may suspend all
foreclosure and bankruptcy activity relating to such certain Mortgage Loans
until May 1, 2006, and if reasonably prudent, may extend such period as long
as
necessary.
Section
4.03. Realization
Upon Defaulted Mortgage Loans.
The
Servicer shall use its reasonable efforts, consistent with the procedures
that
the Servicer would use in servicing loans for its own account and the
requirements of the Xxxxxx Xxx Guide, to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as
come
into and continue in default and as to which no satisfactory arrangements
can be
made for collection of delinquent payments pursuant to Section 4.01. In
determining the delinquency status of any Mortgage Loan, the Servicer will
use
Delinquency Recognition Policies in accordance with the terms set forth in
the
related pooling and servicing agreement. The Servicer shall use its reasonable
efforts to realize upon defaulted Mortgage Loans in such manner as will maximize
the receipt of principal and interest by the Owner, taking into account,
among
other things, the timing of foreclosure proceedings. The foregoing is subject
to
the provisions that, in any case in which Mortgaged Property shall have suffered
damage, the Servicer shall not be required to expend its own funds toward
the
restoration of such property unless it shall determine in its discretion
(i)
that such restoration will increase the proceeds of liquidation of the related
Mortgage Loan to the Owner after reimbursement to itself for such expenses,
and
(ii) that such expenses will be recoverable by the Servicer through Insurance
Proceeds or Liquidation Proceeds from the related Mortgaged Property, as
contemplated in Section 4.05. The Servicer shall be responsible for all costs
and expenses incurred by it in any such proceedings or functions as Servicing
Advances; provided, however, that it shall be entitled to reimbursement therefor
as provided in Section 4.05. Notwithstanding anything to the contrary contained
herein, in connection with a foreclosure or acceptance of a deed in lieu
of
foreclosure, in the event the Servicer has reasonable cause to believe that
a
Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
or if the Owner otherwise requests an environmental inspection or review
of such
Mortgaged Property, such an inspection or review is to be conducted by a
qualified inspector. Upon completion of the inspection, the Servicer shall
promptly provide the Owner with a written report of the environmental
inspection. After reviewing the environmental inspection report, the Owner
shall
determine how the Servicer shall proceed with respect to the Mortgaged
Property.
Section
4.04. Establishment
of Custodial Accounts; Deposits in Custodial Accounts.
The
Servicer shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Custodial Accounts. Each
Custodial Account shall be established with a Qualified Depository. To the
extent such funds are not deposited in a Custodial Account, such funds may
be
invested in Permitted Investments for the benefit of the Owner (with any
income
earned thereon for the benefit of the Servicer). Custodial Accounts will
be
reconciled within 45 days. Funds deposited in the Custodial Account may be
drawn
on by the Servicer in accordance with Section 4.05. The creation of any
Custodial Account shall be evidenced by a letter agreement in the form shown
in
Exhibit
B
hereto.
The original of such letter agreement shall be furnished to the Owner upon
request. The Servicer acknowledges and agrees that the Servicer shall bear
any
losses incurred with respect to Permitted Investments. The amount of any
such
losses shall be immediately deposited by the Servicer in the Custodial Account,
out of the Servicer's own funds, with no right to reimbursement
therefor.
The
Servicer shall deposit in a mortgage clearing account on a daily basis, and
in
the Custodial Account or Accounts no later than 48 hours after receipt and
identification of funds and retain therein the following payments and
collections:
(i) all
payments on account of principal, including Principal Prepayments and penalties,
on the Mortgage Loans received after the Cut-off Date;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the related
Mortgage Loan Remittance Rate received after the Cut-off Date;
(iii) all
Net
Liquidation Proceeds received after the Cut-off Date;
(iv) any
net
amounts received by the Servicer after the Cut-off Date in connection with
any
REO Property pursuant to Section 4.13;
(v) all
Insurance Proceeds received after the Cut-off Date including amounts required
to
be deposited pursuant to Sections 4.08 and 4.10, other than proceeds to be
held
in the Escrow Account and applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, the loan documents or applicable law;
(vi) all
Condemnation Proceeds affecting any Mortgaged Property received after the
Cut-off Date other than proceeds to be held in the Escrow Account and applied
to
the restoration or repair of the Mortgaged Property or released to the Mortgagor
in accordance with the Servicer's normal servicing procedures, the loan
documents or applicable law;
(vii) any
Monthly Advances as provided in Section 5.03;
(viii) any
amounts received after the Cut-off Date and required to be deposited in the
Custodial Account pursuant to Section 6.02; and
(ix) with
respect to each full or partial Principal Prepayment received after the Cut-off
Date, any Prepayment Interest Shortfalls, to the extent of the Servicer's
aggregate Servicing Fee received with respect to the related Due
Period.
The
foregoing requirements for deposit in the Custodial Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of late payment charges and assumption
fees,
to the extent permitted by Section 6.01, and all Prepayment Interest Excess
need
not be deposited by the Servicer in the Custodial Account.
Section
4.05. Permitted
Withdrawals From the Custodial Account.
The
Servicer may, from time to time, make withdrawals from the Custodial Account
for
the following purposes:
(i) to
make
payments to the Owner in the amounts and in the manner provided for in Section
5.01;
(ii) to
reimburse itself for Monthly Advances, the Servicer's right to reimburse
itself
pursuant to this subclause (ii) being limited to amounts received on the
related
Mortgage Loan which represent late collections (net of the related Servicing
Fees) of principal and/or interest respecting which any such advance was
made;
(iii) to
reimburse itself for unreimbursed Servicing Advances and Monthly Advances,
the
Servicer's right to reimburse itself pursuant to this subclause (iii) with
respect to any Mortgage Loan being limited to Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds received after the Cut-off Date related to
such
Mortgage Loan;
(iv) to
pay to
itself as servicing compensation (a) any interest earned on funds in the
Custodial Account (all such interest to be withdrawn monthly not later than
each
Remittance Date) and (b) the Servicing Fee from that portion of any payment
recovery attributable to interest on a particular Mortgage Loan;
(v) to
reimburse itself for any Nonrecoverable Advances;
(vi) to
transfer funds to another Qualified Depository in accordance with Section
4.09
hereof;
(vii) to
reimburse itself as provided in Section 8.03 hereof;
(viii) to
remove
funds inadvertently placed in the Custodial Account in error by the Servicer;
and
(ix) to
clear
and terminate the Custodial Account upon the termination of this
Agreement.
Section
4.06. Establishment
of Escrow Accounts; Deposits in Escrow Accounts.
The
Servicer shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan which constitute Escrow Payments separate and apart from
any
of its own funds and general assets and shall establish and maintain one
or more
Escrow Accounts. Each Escrow Account shall be established with a Qualified
Depository. To the extent such funds are not deposited in an Escrow Account,
such funds may be invested in Permitted Investments. Funds deposited in an
Escrow Account may be drawn on by the Servicer in accordance with Section
4.07.
The creation of any Escrow Account shall be evidenced by a letter agreement
in
the form shown in Exhibit
C.
The
original of such letter agreement shall be furnished to the Owner upon request.
The Servicer acknowledges and agrees that the Servicer shall bear any losses
incurred with respect to Permitted Investments. The amount of any such losses
shall be immediately deposited by the Servicer in the Escrow Account, as
appropriate, out of the Servicer's own funds, with no right to reimbursement
therefor.
The
Servicer shall deposit in a mortgage clearing account on a daily basis, and
in
the Escrow Account or Accounts no later than 48 hours after receipt of funds
and
retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any items as are required under the terms of
this
Agreement;
(ii) all
Insurance Proceeds which are to be applied to the restoration or repair of
any
Mortgaged Property; and
(iii) all
Servicing Advances for Mortgagors whose Escrow Payments are insufficient
to
cover escrow disbursements.
The
Servicer shall make withdrawals from an Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes
as
shall be as set forth in and in accordance with Section 4.07. Except as provided
in Section 4.07, the Servicer shall be entitled to retain any interest paid
on
funds deposited in an Escrow Account by the Qualified Depository.
Section
4.07. Permitted
Withdrawals From Escrow Account.
Withdrawals
from the Escrow Account may be made by the Servicer only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, fire and
hazard insurance premiums, Primary Mortgage Insurance Policy premiums, if
applicable, and comparable items;
(ii) to
reimburse Servicer for any Servicing Advance made by Servicer with respect
to a
related Mortgage Loan but only from amounts received on the related Mortgage
Loan which represent late payments or collections of Escrow Payments
thereunder;
(iii) to
refund
to the Mortgagor any funds as may be determined to be overages;
(iv) for
transfer to the Custodial Account in connection with an acquisition of REO
Property;
(v) for
application to restoration or repair of the Mortgaged Property;
(vi) to
pay to
the Servicer, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii) to
pay to
the Mortgagors or other parties Insurance Proceeds deposited in accordance
with
Section 4.06;
(viii) to
remove
funds inadvertently placed in an Escrow Account in error by the Servicer;
and
(ix) to
clear
and terminate the Escrow Account on the termination of this Agreement.
As
part
of its servicing duties, the Servicer shall pay to the Mortgagors interest
on
funds in an Escrow Account, to the extent required by law, and to the extent
that interest earned on funds in the Escrow Account is insufficient, shall
pay
such interest from its own funds, without any reimbursement
therefor.
Section
4.08. Payment
of Taxes, Insurance and Other Charges, Maintenance of Primary Mortgage Insurance
Policies, Collections Thereunder.
With
respect to each Mortgage Loan, the Servicer shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates and
other
charges which are or may become a lien upon the Mortgaged Property and the
status of Primary Mortgage Insurance Policy premiums and fire and hazard
insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such
purpose
deposits of the Mortgagor in the Escrow Account which shall have been estimated
and accumulated by the Servicer in amounts sufficient for such purposes,
as
allowed under the terms of the Mortgage or applicable law. To the extent
that
the Mortgage does not provide for Escrow Payments, the Servicer shall determine
that any such payments are made by the Mortgagor when due. The Servicer assumes
full responsibility for the timely payment of all such bills and shall effect
timely payments of all such bills irrespective of the Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments and
shall make advances from its own funds to effect such payments.
The
Servicer will maintain in full force and effect Primary Mortgage Insurance
Policies issued by a Qualified Insurer with respect to each Mortgage Loan
for
which such coverage is herein required. Such coverage will be maintained
until
the ratio of the current outstanding principal balance of the related Mortgage
Loan to the appraised value of the related Mortgaged Property, based on the
most
recent appraisal of the Mortgaged Property performed by a Qualified Appraiser,
such appraisal to be included in the Servicing File, is reduced to an amount
for
which Xxxxxx Xxx no longer requires such insurance to be maintained. The
Servicer will not cancel or refuse to renew any Primary Mortgage Insurance
Policy that is required to be kept in force under this Agreement unless a
replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed
policy is obtained from and maintained with a Qualified Insurer. The Servicer
shall not take any action which would result in non-coverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Servicer would have been covered thereunder. In connection
with
any assumption or substitution agreement entered into or to be entered into
pursuant to Section 6.01, the Servicer shall promptly notify the insurer
under
the related Primary Mortgage Insurance Policy, if any, of such assumption
or
substitution of liability in accordance with the terms of such policy and
shall
take all actions which may be required by such insurer as a condition to
the
continuation of coverage under the Primary Mortgage Insurance Policy. If
such
Primary Mortgage Insurance Policy is terminated as a result of such assumption
or substitution of liability, the Servicer shall obtain a replacement Primary
Mortgage Insurance Policy as provided above.
In
connection with its activities as servicer, the Servicer agrees to prepare
and
present, on behalf of itself and the Owner, claims to the insurer under any
Private Mortgage Insurance Policy in a timely fashion in accordance with
the
terms of such Primary Mortgage Insurance Policy and, in this regard, to take
such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04,
any amounts collected by the Servicer under any Primary Mortgage Insurance
Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.
Section
4.09. Transfer
of Accounts.
The
Servicer may transfer the Custodial Account or the Escrow Account to a different
Qualified Depository from time to time. The Servicer shall notify the Owner
of
any such transfer within 15 Business Days of transfer. If any one of the
investment ratings of a Qualified Depository holding funds or Eligible
Investments in the Custodial Account or Escrow Account is downgraded by the
issuing rating agency, the Servicer shall, within three (3) Business Days
of
receipt of notice of the downgrading, transfer all such accounts, funds and
Permitted Investments to a different Qualified Depository in accordance with
this Agreement.
Section
4.10. Maintenance
of Hazard Insurance.
The
Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
insurance with extended coverage as is customary in the area where the Mortgaged
Property is located in an amount which is equal to the lesser of (i) the
maximum
insurable value of the improvements securing such Mortgage Loan or (ii) the
greater of (a) the outstanding principal balance of the Mortgage Loan, and
(b)
the percentage such that the proceeds thereof shall be sufficient to prevent
the
Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged
Property is in an area identified in the Federal Register by the Federal
Emergency Management Agency as being a special flood hazard area that has
federally-mandated flood insurance requirements, the Servicer will cause
to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least
of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii)
the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. The Servicer shall also maintain on the
REO
Property, fire and hazard insurance with extended coverage in an amount which
is
at least equal to the maximum insurable value of the improvements which are
a
part of such property, liability insurance and, to the extent required and
available under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in an amount as provided above. Any amounts collected by the Servicer
under any such policies other than amounts to be deposited in the Escrow
Account
and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with the Servicer's
normal
servicing procedures, shall be deposited in the Custodial Account, subject
to
withdrawal pursuant to Section 4.05. It is understood and agreed that no
other
additional insurance need be required by the Servicer or the Mortgagor or
maintained on property acquired in respect of the Mortgage Loans, other than
pursuant to the Xxxxxx Mae Guide or such applicable state or federal laws
and
regulations as shall at any time be in force and as shall require such
additional insurance. All such policies shall be endorsed with standard
mortgagee clauses with loss payable to the Servicer and its successors and/or
assigns and shall provide for at least thirty days prior written notice of
any
cancellation, reduction in the amount or material change in coverage to the
Servicer. The Servicer shall not interfere with the Mortgagor's freedom of
choice in selecting either his insurance carrier or agent, provided, however,
that the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a General Policy Rating
in
Best's Key Rating Guide currently acceptable to Xxxxxx Xxx and are licensed
to
do business in the state wherein the property subject to the policy is
located.
Section
4.11 Maintenance
of Mortgage Impairment Insurance Policy.
In
the
event that the Servicer shall obtain and maintain a mortgage impairment or
blanket policy issued by an issuer that has a Best rating of A:VI insuring
against hazard losses on all of Mortgaged Properties securing the Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal
to
the amount required pursuant to Section 4.10 and otherwise complies with
all
other requirements of Section 4.10, the Servicer shall conclusively be deemed
to
have satisfied its obligations as set forth in Section 4.10, it being understood
and agreed that such policy may contain a deductible clause, in which case
the
Servicer shall, in the event that there shall not have been maintained on
the
related Mortgaged Property or REO Property a policy complying with Section
4.10,
and there shall have been one or more losses which would have been covered
by
such policy, deposit in the Custodial Account the amount not otherwise payable
under the blanket policy because of such deductible clause. In connection
with
its activities as Servicer of the Mortgage Loans, the Servicer agrees to
prepare
and present, on behalf of the Owner, claims under any such blanket policy
in a
timely fashion in accordance with the terms of such policy. Upon request
of the
Owner, the Servicer shall cause to be delivered to the Owner a certified
true
copy of such policy and a statement from the insurer thereunder that such
policy
shall in no event be terminated or materially modified without thirty (30)
days
prior written notice to the Owner.
Section
4.12. Fidelity
Bond, Errors and Omissions Insurance.
The
Servicer shall maintain, at its own expense, a blanket fidelity bond and
an
errors and omissions insurance policy, with broad coverage with responsible
companies that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac on
all
officers, employees or other persons acting in any capacity with regard to
the
Mortgage Loans and who handle funds, money, documents and papers relating
to the
Mortgage Loans. The Fidelity Bond and errors and omissions insurance shall
be in
the form of the Mortgage Banker's Blanket Bond and shall protect and insure
the
Servicer against losses, including forgery, theft, embezzlement, fraud, errors
and omissions and negligent acts of such persons. Such Fidelity Bond and
errors
and omissions insurance shall also protect and insure the Servicer against
losses in connection with the failure to maintain any insurance policies
required pursuant to this Agreement and the release or satisfaction of a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 4.12 requiring the Fidelity
Bond
and errors and omissions insurance shall diminish or relieve the Servicer
from
its duties and obligations as set forth in this Agreement. The minimum coverage
under any such Fidelity Bond and insurance policy shall be at least equal
to the
corresponding amounts required by Xxxxxx Mae in the Xxxxxx Xxx Guide or by
Xxxxxxx Mac in the Xxxxxxx Mac Guide. The Servicer shall, upon request of
Owner,
deliver to the Owner a certificate from the surety and the insurer as to
the
existence of the Fidelity Bond and errors and omissions insurance policy
and
shall obtain a statement from the surety and the insurer that such Fidelity
Bond
or insurance policy shall in no event be terminated or materially modified
without thirty days prior written notice to the Owner. The Servicer shall
notify
the Owner within five Business Days of receipt of notice that such Fidelity
Bond
or insurance policy will be, or has been, materially modified or terminated.
The
Owner and its successors or assigns as their interests may appear must be
named
as loss payees on the Fidelity Bond and as additional insured on the errors
and
omissions policy.
Section
4.13. Title,
Management and Disposition of REO Property.
In
the
event that title to any Mortgaged Property is acquired in foreclosure or
by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in
the
name of the Owner or its designee. Any such Person or Persons holding such
title
other than the Owner shall acknowledge in writing that such title is being
held
as nominee for the benefit of the Owner.
The
Servicer shall assume the responsibility for marketing each REO Property
in
accordance with Accepted Servicing Practices. Thereafter, the Servicer shall
continue to provide certain administrative services to the Owner relating
to
such REO Property as set forth in this Section 4.13. The REO Property must
be
sold within three years following the end of the calendar year of the date
of
acquisition, unless a REMIC election has been made with respect to the
arrangement under which the Mortgage Loans and REO Property are held and
(i) the
Owner shall have been supplied with an Opinion of Counsel (at the Servicer's
expense) to the effect that the holding by the related trust of such Mortgaged
Property subsequent to such three-year period (and specifying the period
beyond
such three-year period for which the Mortgaged Property may be held) will
not
result in the imposition of taxes on "prohibited transactions" of the related
trust as defined in Section 860F of the Code, or cause the related REMIC
to fail
to qualify as a REMIC, in which case the related trust may continue to hold
such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall
have applied for, prior to the expiration of such three-year period, an
extension of such three-year period in the manner contemplated by Section
856(e)(3) of the Code, in which case the three-year period shall be extended
by
the applicable period. If a period longer than three years is permitted under
the foregoing sentence and is necessary to sell any REO Property, the Servicer
shall report monthly to the Owner as to progress being made in selling such
REO
Property.
Notwithstanding
any other provision of this Agreement, if a REMIC election has been made,
no
Mortgaged Property held by a REMIC shall be rented (or allowed to continue
to be
rented) or otherwise used for the production of income by or on behalf of
the
related trust or sold or managed in such a manner or pursuant to any terms
that
would (i) cause such Mortgaged Property to fail to qualify at any time as
"foreclosure property" within a meaning of Section 860G(a)(8) of the Code,
(ii)
subject the related trust to the imposition of any federal or state income
taxes
on "net income from foreclosure property" with respect to such Mortgaged
Property within the meaning of Section 860G(c) of the Code, or (iii) cause
the
sale of such Mortgaged Property to result in the receipt by the related trust
or
any income from non-permitted assets as described in Section 860F(a) (2)(B)
of
the Code, unless the Servicer has agreed to indemnify and hold harmless the
related trust with respect to the imposition of any such taxes.
The
Servicer shall deposit or cause to be deposited, on a daily basis in each
Custodial Account all revenues received with respect to the related REO Property
and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of the REO Property, including the cost of
maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer
shall maintain separate records with respect to each REO Property identifying
all deposits and withdrawals from the Custodial Account for each REO
Property.
The
Servicer shall furnish to the Owner on each Remittance Date, an operating
statement for each REO Property covering the operation of each REO Property
for
the previous month. Such operating statement shall be accompanied by such
other
information as the Owner shall reasonably request.
The
Servicer shall, either itself or through an agent selected by the Servicer,
and
in accordance with the Xxxxxx Mae Guide, manage, conserve, protect and operate
each REO Property in the same manner that it manages, conserves, protects
and
operates other foreclosed property for its own account, and in the same manner
that similar property in the same locality as the REO Property is managed.
Each
REO Disposition shall be carried out by the Servicer at such price and upon
such
terms and conditions as the Servicer deems to be in the best interest of
the
Owner. The REO Disposition Proceeds from the sale of the REO Property shall
be
promptly deposited in the Custodial Account. As soon as practical thereafter,
the expenses of such sale shall be paid and the Servicer shall reimburse
itself
for any related Servicing Advances, or Monthly Advances made pursuant to
Section
5.03.
The
Servicer shall cause each REO Property to be inspected promptly upon the
acquisition of title thereto and shall cause each REO Property to be inspected
at least monthly thereafter or more frequently as may be required by the
circumstances. The Servicer shall make or cause the inspector to make a written
report of each such inspection. Such reports shall be retained in the Servicing
File and copies thereof shall be forwarded by the Servicer to the
Owner.
With
respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest
Rate on the related Interest Rate Adjustment Date in compliance with
requirements of applicable law and the related Mortgage and Mortgage Note.
The
Servicer shall execute and deliver any and all necessary notices required
under
applicable law and the terms of the related Mortgage Note and Mortgage regarding
the Mortgage Interest Rate adjustments. The Servicer shall promptly, upon
written request therefor, deliver to the Owner such notifications and any
additional applicable data regarding such adjustments and the methods used
to
calculate and implement such adjustments. Upon the discovery by the Servicer
or
the receipt of notice from the Owner that the Servicer has failed to adjust
a
Mortgage Interest Rate in accordance with the terms of the related Mortgage
Note
and Mortgage, the Servicer shall immediately deposit in the Custodial Account
from its own funds the amount of any interest loss or deferral caused to
the
Owner thereby.
ARTICLE
V
Section
5.01. Remittances.
On
each
Remittance Date, the Servicer shall remit to the Owner (i) all amounts credited
to the Custodial Account as of the close of business on the last day of the
calendar month preceding the Determination Date, net of charges against or
withdrawals from the Custodial Account pursuant to Section 4.05, except (a)
Full
Principal Prepayments received on or before the 15th day of the month in
which a
Remittance Date occurs shall be remitted to the Owner on the Remittance Date
of
such month, and (b) Full Principal Prepayments received after the 15th day
of
the month in which a Remittance Date occurs shall be remitted to the Owner
on
the next following Remittance Date, plus, to the extent not already deposited
in
the Custodial Account, the sum of (ii) all Monthly Advances, if any, which
the
Servicer is obligated to distribute pursuant to Section 5.03 and (iii) all
Prepayment Interest Shortfalls the Servicer is required to make up pursuant
to
Section 4.04, minus (iv) any amounts attributable to Monthly Payments collected
after the Cut-off Date but due on a Due Date or Dates subsequent to the last
day
of the related Due Period, which amounts shall be remitted on the related
Remittance Date next succeeding the Due Period for such amounts.
With
respect to any remittance received by the Owner after the Business Day on
which
such payment was due, the Servicer shall pay to the Owner interest on any
such
late payment at an annual rate equal to the Prime Rate, adjusted as of the
date
of each change, plus two percentage points, but in no event greater than
the
maximum amount permitted by applicable law. Such interest shall be remitted
to
the Owner by the Servicer on the date such late payment is made and shall
cover
the period commencing with the day following such Business Day and ending
with
the Business Day on which such payment is made, both inclusive. The payment
by
the Servicer of any such interest shall not be deemed an extension of time
for
payment or a waiver of any Event of Default by the Servicer.
Section
5.02 Statements
to the Owner and the Master Servicer.
The
Servicer shall furnish to the Owner and the Master Serivcer an individual
Mortgage Loan accounting report (a ”Report”), as of the last Business Day of
each month and the end of the related Prepayment Period, as applicable, in
the
Servicer's assigned loan number order to document Mortgage Loan payment activity
on an individual Mortgage Loan basis. With respect to each month, such Report
shall be received by the Owner and the Master Servicer no later than the
tenth
calendar day of the month of the related Remittance Date (or, with respect
to
information as to Full Principal Prepayments and prepayment penalties no
later
than one (1) Business Day after the end of each Prepayment Period), a report
in
an Excel (or compatible) electronic format, in such format as may be mutually
agreed upon by both the Owner and the Servicer, and which shall provide the
information required to be contained in the monthly statements to
certificateholders as specified in the related pooling and servicing Agreement,
to the extent applicable to the Servicer.
In
addition, the Servicer shall provide to the Master Servicer and the Owner
such
other information known or available to the Servicer that is necessary in
order
to provide the distribution and pool performance information as required
under
Regulation AB, as amended from time to time, as determined by the Owner in
its
sole discretion. The Servicer shall also provide a monthly report, in the
form
of Exhibit E hereto, or such other form as is mutually acceptable to the
Servicer, the Owner and the Master Servicer, Exhibit F with respect to defaulted
mortgage loans and Exhibit K, with respect to realized losses and gains,
with
each such report.
The
Servicer shall prepare and file any and all information statements or other
filings required to be delivered to any governmental taxing authority or
to
Owner or the Master Servicer pursuant to any applicable law with respect
to the
Mortgage Loans and the transactions contemplated hereby. In addition, the
Servicer shall provide the Owner and the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Owner and
the
Master Servicer
to
prepare its federal income tax return as Owner and the Master Servicer may
reasonably request from time to time.
In
addition, not more than 60 days after the end of each calendar year, the
Servicer shall furnish to each Person who was an Owner and the Master Servicer
at any time during such calendar year an annual statement in accordance with
the
requirements of applicable federal income tax law as to the aggregate of
remittances of principal and interest for the applicable portion of such
year.
Section
5.03. Monthly
Advances by the Servicer.
Not
later
than the close of business on the Business Day preceding each Remittance
Date,
the Servicer shall deposit in the Custodial Account an amount equal to all
payments not previously advanced by the Servicer, whether or not deferred
pursuant to Section 4.01, of Monthly Payments, adjusted to the related Mortgage
Loan Remittance Rate, which are delinquent at the close of business on the
related Determination Date; provided, however, that the amount of any such
deposit may be reduced by the Amount Held for Future Distribution (as defined
below) then on deposit in the Custodial Account. Any portion of the Amount
Held
for Future Distribution used to pay Monthly Advances shall be replaced by
the
Servicer by deposit into the Custodial Account on any future Remittance Date
to
the extent that the funds that are available in the Custodial Account for
remittance to the Owner on such Remittance Date are less than the amount
of
payments required to be made to the Owner on such Remittance Date.
The
"Amount Held for Future Distribution" as to any Remittance Date shall be
the
total of the amounts held in the Custodial Account at the close of business
on
the preceding Determination Date which were received after the Cut-off Date
on
account of (i) Liquidation Proceeds, Insurance Proceeds, and Principal
Prepayments received or made in the month of such Remittance Date, and (ii)
payments which represent early receipt of scheduled payments of principal
and
interest due on a date or dates subsequent to the related Due Date.
The
Servicer's obligation to make such Monthly Advances as to any Mortgage Loan
will
continue through the final disposition or liquidation of the Mortgaged Property,
unless the Servicer deems such advance to be nonrecoverable from Liquidation
Proceeds, REO Disposition Proceeds or Insurance Proceeds with respect to the
applicable Mortgage Loan. In such latter event, the Servicer shall deliver
to
the Owner an Officer's Certificate of the Servicer to the effect that an
officer
of the Servicer has reviewed the related Servicing File and has obtained
a
recent appraisal and has made the reasonable determination that any additional
advances are nonrecoverable from Liquidation or Insurance Proceeds with respect
to the applicable Mortgage Loan.
Section
5.04. Liquidation
Reports.
Upon
the
foreclosure sale of any Mortgaged Property or the acquisition thereof by
the
Owner pursuant to a deed-in--lieu of foreclosure, the Servicer shall submit
to
the Owner a liquidation report with respect to such Mortgaged Property in
such
form as the Servicer and the Owner shall agree. The Servicer shall also provide
reports on the status of REO Property containing such information as Owner
may
reasonably require.
ARTICLE
VI
Section
6.01. Assumption
Agreements.
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance by any Mortgagor of a Mortgaged Property (whether by absolute
conveyance or by contract of, sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
clause to the extent permitted by law; provided, however, that the Servicer
shall not exercise any such rights if prohibited by law or the terms of the
Mortgage Note from doing so or if the exercise of such rights would impair
or
threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Servicer, will enter
into an assumption agreement with the person to whom the Mortgaged Property
has
been conveyed or is proposed to be conveyed, pursuant to which such person
becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. Where an assumption
is allowed pursuant to this Section 6.01, the Servicer, with the prior consent
of the primary mortgage insurer, if any, is authorized to enter into a
substitution of liability agreement with the person to whom the Mortgaged
Property has been conveyed or is proposed to be conveyed pursuant to which
the
original mortgagor is released from liability and such Person is substituted
as
mortgagor and becomes liable under the related Mortgage Note. Any such
substitution of liability agreement shall be in lieu of an assumption
agreement.
In
connection with any such assumption or substitution of liability, the Servicer
shall follow the underwriting practices and procedures of the Xxxxxx Xxx
Guide.
With respect to an assumption or substitution of liability, the Mortgage
Interest Rate borne by the related Mortgage Note and the amount of the Monthly
Payment may not be changed. The Servicer shall notify the Owner that any
such
substitution of liability or assumption agreement has been completed by
forwarding to the Owner the original of any such substitution of liability
or
assumption agreement, which document shall be added to the related Mortgage
Loan
Documents and shall, for all purposes, be considered a part of such related
mortgage file to the same extent as all other documents and instruments
constituting a part thereof. All fees collected by the Servicer for entering
into an assumption or substitution of liability agreement shall belong to
the
Servicer.
Notwithstanding
the foregoing paragraphs of this section or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption
of a
Mortgage Loan by operation of law or any assumption which the Servicer may
be
restricted by law from preventing, for any reason whatsoever. For purposes
of
this Section 6.01, the term "assumption" is deemed to also include a sale
of the
Mortgaged Property subject to the Mortgage that is not accompanied by an
assumption or substitution of liability agreement.
Section
6.02. Satisfaction
of Mortgages and Release of Mortgage Loan Documents.
Upon
the
payment in full of any Mortgage Loan, the Servicer will immediately notify
the
Custodian with a certification and request for release by a Servicing Officer,
which certification shall include a statement to the effect that all amounts
received in connection with such payment which are required to be deposited
in
the Custodial Account pursuant to Section 4.04 have been so deposited, and
a
request for delivery to the Servicer of the portion of the Mortgage Loan
Documents held by the Custodian. Upon receipt of such certification and request,
the Owner shall promptly release or cause the Custodian to promptly release
the
related Mortgage Loan Documents to the Servicer and the Servicer shall prepare
and deliver for execution by the Owner or at the Owner's option execute under
the authority of a power of attorney delivered to the Servicer by the Owner
any
satisfaction or release. No expense incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account.
In
the
event the Servicer satisfies or releases a Mortgage without having obtained
payment in full of the indebtedness secured by the Mortgage or should it
otherwise prejudice any right the Owner may have under the mortgage instruments,
the Servicer, upon written demand, shall remit within one Business Day to
the
Owner the then outstanding principal balance of the related Mortgage Loan
by
deposit thereof in the Custodial Account. The Servicer shall maintain the
Fidelity Bond insuring the Servicer against any loss it may sustain with
respect
to any Mortgage Loan not satisfied in accordance with the procedures set
forth
herein.
From
time
to time and as appropriate for the servicing or foreclosure of the Mortgage
Loans, including for the purpose of collection under any Primary Mortgage
Insurance Policy, upon request of the Servicer and delivery to the Custodian
of
a servicing receipt signed by a Servicing Officer, the Custodian shall release
the portion of the Mortgage Loan Documents held by the Custodian to the
Servicer. Such servicing receipt shall obligate the Servicer to promptly
return
the related Mortgage Loan Documents to the Custodian, when the need therefor
by
the Servicer no longer exists, unless the Mortgage Loan has been liquidated
and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in
the Custodial Account or such documents have been delivered to an attorney,
or
to a public trustee or other public official as required by law, for purposes
of
initiating or pursuing legal action or other proceedings for the foreclosure
of
the Mortgaged Property either judicially or non-judicially, and the Servicer
has
promptly delivered to the Owner or the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
documents were delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage
Loan
was liquidated, the servicing receipt shall be released by the Owner or the
Custodian, as applicable, to the Servicer.
Section
6.03. Servicing
Compensation.
As
compensation for its services hereunder, the Servicer shall be entitled to
withdraw from the Custodial Account or to retain from interest payments on
the
Mortgage Loans the amounts provided for as the Servicer's Servicing Fee.
Additional servicing compensation in the form of assumption fees, as provided
in
Section 6.01, late payment charges, Prepayment Charges and other ancillary
fees
shall be retained by the Servicer to the extent not required to be deposited
in
the Custodial Account. The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and
shall
not be entitled to reimbursement therefor except as specifically provided
for.
Section
6.04. Annual
Statement as to Compliance; Annual Certification.
(a) The
Servicer will deliver to the Owner and the Master Servicer, not later than
March
15th of each calendar year beginning in 2007, an Officer’s Certificate (an
“Annual Statement of Compliance”) stating, as to each signatory thereof, that
(i) a review of the activities of the Servicer during the preceding calendar
year and of performance under this Agreement or other applicable servicing
agreement has been made under such officer’s supervision and (ii) to the best of
such officer’s knowledge, based on such review, the Servicer has fulfilled all
of its obligations under this Agreement or other applicable servicing agreement
in all material respects throughout such year, or, if there has been a failure
to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions
or
limitations on its use. Copies of such statement shall be provided by the
Servicer to the Owner upon request and by the Owner to any Person identified
as
a prospective purchaser of the Mortgage Loans. In the event that the Servicer
has delegated any servicing responsibilities with respect to the Mortgage
Loans
to a Subservicer, the Servicer shall deliver an Annual Statement of Compliance
of the Subservicer as described above as to each Subservicer as and when
required with respect to the Servicer.
(b) With
respect to the Mortgage Loans, by March 15th of each calendar year beginning
in
2007, an officer of the Servicer shall execute and deliver an Officer’s
Certificate (an “Annual Certification”) to the Owner, the Master Servicer, the
Securities Administrator, and any related Depositor for the benefit of each
such
entity and such entity’s affiliates and the officers, directors and agents of
any such entity and such entity’s affiliates, in the form attached hereto as
Exhibit G. In the event that the Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer or a
Subcontractor, to the extent such party is “participating in the servicing
function” pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an
Annual Certification of the Subservicer as described above as to each
Subservicer and Subcontractor, to the extent such party is “participating in the
servicing function” pursuant to Item 1122 of Regulation AB, as and when required
with respect to the Servicer.
The
Servicer shall indemnify and hold harmless the Master Servicer and its officers,
directors, agents and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach
by
the Servicer or any of its officers, directors, agents or affiliates of its
obligations under this Section 6.04 or Section 6.09 or the negligence, bad
faith
or willful misconduct of the Servicer in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, then the Servicer agrees that it shall contribute
to the amount paid or payable by the Master Servicer as a result of the losses,
claims, damages or liabilities of the Master Servicer in such proportion
as is
appropriate to reflect the relative fault of the Master Servicer on the one
hand
and the Servicer on the other in connection with a breach of the Servicer’s
obligations under this Section 6.09(b) or the Servicer’s negligence, bad faith
or willful misconduct in connection therewith.
Upon
request by the Owner or the Master Servicer, the Servicer will deliver to
such
requesting party a copy of the audited (if such financial statements are
available, otherwise unaudited) financial statements of the Servicer for
the
most recent fiscal year of the Servicer.
Section
6.05. [Reserved]
Section
6.06. Owner's
Right to Examine Servicer Records.
The
Owner
shall have the right to examine and audit, at its expense, upon reasonable
notice to the Servicer, during business hours or at such other times as might
be
reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of the Servicer, or held by another for
the
Servicer or on its behalf or otherwise, which relate to the performance or
observance by the Servicer of the terms, covenants or conditions of this
Agreement.
The
Servicer shall provide to the Owner and any supervisory agents or examiners
representing a state or federal governmental agency having jurisdiction over
the
Owner access to any documentation regarding the Mortgage Loans in the possession
of the Servicer which may be required by any applicable regulations. Such
access
shall be afforded without charge, upon reasonable request, during normal
business hours and at the offices of the Servicer, and in accordance with
the
applicable federal or state government regulations.
Section
6.07. Compliance
with REMIC Provisions.
If
a
REMIC election has been made with respect to the arrangement under which
the
Mortgage Loans and REO Property are held, the Servicer shall not take any
action, cause the REMIC to take any action or fail to take (or fail to cause
to
be taken) any action that, under the REMIC Provisions, if taken or not taken,
as
the case may be could (i) endanger the status of the REMIC as a REMIC or
(ii)
result in the imposition of a tax upon the REMIC (including but not limited
to
the tax on "prohibited transactions" as defined in Section 860F(a)(2) of
the
Code and the tax on "contribution" to a REMIC set forth in Section 860G(d)
of
the Code unless the Servicer has received an Opinion of Counsel (at the expense
of the party seeking to take such actions) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of
any
such tax.
Section
6.08. Non-solicitation.
The
Servicer shall not knowingly conduct any solicitation exclusively targeted
to
the Mortgagors for the purpose of inducing or encouraging the early prepayment
or refinancing of the related Mortgage Loans. It is understood and agreed
that
promotions undertaken by the Servicer or any agent or affiliate of the Servicer
which are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists,
newspaper, radio and television advertisements shall not constitute solicitation
under this section. Nothing contained herein shall prohibit the Servicer
from
(i) distributing to Mortgagors any general advertising including information
brochures, coupon books, or other similar documentation which indicates services
the Servicer offers, including refinances or (ii) providing financing of
home
equity loans to Mortgagors at the Mortgagor's request.
Section
6.09. Assessment
of Compliance with Servicing Criteria.
On
and
after May 1, 2006, the Servicer shall service and administer, and shall cause
each subservicer to service or administer, the Mortgage Loans in accordance
with
all applicable requirements of the Servicing Criteria.
With
respect to the Mortgage Loans, the Servicer shall deliver to the Owner or
its
designee, the Master Servicer, the Securities Administrator, and any Depositor
on or before March 15th of each calendar year beginning in 2007, a report
(an
“Assessment of Compliance”) regarding the Servicer’s assessment of compliance
with the Servicing Criteria during the preceding calendar year as required
by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB,
or
as otherwise required by the Master Servicer, which as of the date hereof,
require a report by an authorized officer of the Servicer that contains the
following:
(a) A
statement by such officer of its responsibility for assessing compliance
with
the Servicing Criteria applicable to the Servicer;
(b) A
statement by such officer that such officer used the Servicing Criteria to
assess compliance with the Servicing Criteria applicable to the
Servicer;
(c) An
assessment by such officer of the Servicer’s compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year,
including disclosure of any material instance of noncompliance with respect
thereto during such period, which assessment shall be based on the activities
it
performs with respect to asset-backed securities transactions taken as a
whole
involving the Servicer, that are backed by the same asset type as the Mortgage
Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the Servicer’s Assessment of Compliance for the period consisting of
the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Servicer, which statement shall be based on the activities it performs
with
respect to asset-backed securities transactions taken as a whole involving
the
Servicer, that are backed by the same asset type as the Mortgage
Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit J hereto.
With
respect to the Mortgage Loans, on or before March 15th of each calendar year
beginning in 2007, the Servicer shall furnish to the Owner or its designee,
the
Master Servicer, the Securities Administrator and any Depositor a report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the Servicer, as required
by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
AB, or as otherwise required by the Master Servicer, which Attestation Report
must be made in accordance with standards for attestation reports issued
or
adopted by the Public Company Accounting Oversight Board.
The
Servicer shall cause each Subservicer, and each Subcontractor determined
by the
Servicer pursuant to Section 11.15 to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, to deliver to the
Owner, the Master Servicer, the Securities Administrator and any Depositor
an
assessment of compliance and accountants’ attestation as and when provided in
Section 6.09.
Section
6.10. Intent
of the Parties; Reasonableness.
The
Owner
and the Servicer acknowledge and agree that a purpose of clause (g) of Article
III, Sections 5.02, 6.04, 6.09 and 10.02 of this Agreement is to facilitate
compliance by the Owner and any Depositor with the provisions of Regulation
AB
and related rules and regulations of the Commission. None of the Owner, the
Master Servicer or any Depositor shall exercise its right to request delivery
of
information or other performance under these provisions other than in good
faith, or for purposes other than compliance with the Securities Act, the
Exchange Act and the rules and regulations of the Commission thereunder.
The
Servicer acknowledges that interpretations of the requirements of Regulation
AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply
with
requests made by the Owner or any Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations
of
Regulation AB. In connection with any Pass-Through Transfer, the Servicer
shall
cooperate fully with the Owner to deliver to the Owner (including any of
its
assignees or designees) and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Owner or any Depositor to permit the Owner or such
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Servicer, any Subservicer and the Mortgage Loans,
or
the servicing of the Mortgage Loans, reasonably believed by the Owner or
any
Depositor to be necessary in order to effect such compliance.
ARTICLE
VII
Section
7.01. Servicer
Shall Provide Information as Reasonably Required.
The
Servicer shall furnish to the Owner upon request, during the term of this
Agreement, such periodic, special or other reports or information, whether
or
not provided for herein, as shall be necessary, reasonable or appropriate
with
respect to the purposes of this Agreement. The Servicer may negotiate with
the
Owner for a reasonable fee for providing such report or information, unless
(i)
the Servicer is required to supply such report or information pursuant to
any
other section of this Agreement, or (ii) the report or information has been
requested in connection with Internal Revenue Service or other regulatory
agency
requirements. All such reports or information shall be provided by and in
accordance with all reasonable instructions and directions given by the Owner.
The Servicer agrees to execute and deliver all such instruments and take
all
such action as the Owner, from time to time, may reasonably request in order
to
effectuate the purpose and to carry out the terms of this
Agreement.
ARTICLE
VIII
Section
8.01. Indemnification;
Third Party Claims.
The
Servicer agrees to indemnify the Owner, its successors and assigns, any agent
of
the Owner, and the Master Servicer, and hold each of such Persons harmless
from
and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and expenses
that such Person may sustain in any way related to the failure of the Servicer
to perform in any way its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement and for breach of any representation
or warranty of the Servicer contained herein. The Servicer shall immediately
notify the Owner or other indemnified Person if a claim is made by a third
party
with respect to this Agreement or the Mortgage Loans, assume (with the consent
of the Owner and such other Indemnified Person and with counsel reasonably
satisfactory to the Owner and such Person) the defense of any such claim
and pay
all expenses in connection therewith, including counsel fees, and promptly
pay,
discharge and satisfy any judgment or decree which may be entered against
it or
such other indemnified Person in respect of such claim but failure to so
notify
the Owner and such other indemnified Person shall not limit its obligations
hereunder. The Servicer agrees that it will not enter into any settlement
of any
such claim without the consent of the Owner and such other indemnified Person
unless such settlement includes an unconditional release of the Owner and
such
other indemnified Person from all liability that is the subject matter of
such
claim. The provisions of this Section 8.01 shall survive termination of this
Agreement.
Section
8.02. Merger
or Consolidation of the Servicer.
The
Servicer will keep in full effect its existence, rights and franchises as
a
corporation under the laws of the state of its incorporation except as permitted
herein, and will obtain and preserve its qualification to do business as
a
foreign corporation in each jurisdiction in which such qualification is or
shall
be necessary to protect the validity and enforceability of this Agreement
or any
of the Mortgage Loans and to perform its duties under this
Agreement.
Any
Person into which the Servicer may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer
shall be a party, or any Person succeeding to the business of the Servicer
whether or not related to loan servicing, shall be the successor of the Servicer
hereunder, without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person
shall
be an institution (i) having a GAAP net worth of not less than $25,000,000,
(ii)
the deposits of which are insured by the FDIC, or which is a HUD-approved
mortgagee whose primary business is in origination and servicing of first
lien
mortgage loans, and (iii) which is a Xxxxxx Mae or Xxxxxxx Mac approved
seller/servicer in good standing.
Section
8.03. Limitation
on Liability of the Servicer and Others.
Neither
the Servicer nor any of the officers, employees or agents of the Servicer
shall
be under any liability to the Owner for any action taken or for refraining
from
the taking of any action in good faith pursuant to this Agreement, or for
errors
in judgment made in good faith; provided, however, that this provision shall
not
protect the Servicer or any such person against any breach of warranties
or
representations made herein, or failure to perform in any way its obligations
in
compliance with any standard of care set forth in this Agreement, or any
liability which would otherwise be imposed by reason of gross negligence
or any
breach of the terms and conditions of this Agreement. The Servicer and any
officer, employee or agent of the Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by the Owner
respecting any matters arising hereunder. The Servicer shall not be under
any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with
this
Agreement and which in its opinion may involve it in any expenses or liability;
provided, however, that the Servicer may, with the consent of the Owner,
which
consent shall not be unreasonably withheld, undertake any such action which
it
may deem necessary or desirable with respect to this Agreement and the rights
and duties of the parties hereto. In such event, the reasonable legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities for which the Owner will be liable, and the
Servicer shall be entitled to be reimbursed therefor from the Custodial Account
pursuant to Section 4.05.
Section
8.04. Servicer
Not to Resign.
The
Servicer shall not resign from the obligations and duties hereby imposed
on it
except by mutual consent of the Servicer and the Owner or upon the determination
that its duties hereunder are no longer permissible under applicable law
and
such incapacity cannot be cured by the Servicer. Any such determination
permitting the resignation of the Servicer shall be evidenced by an Opinion
of
Counsel to such effect delivered to the Owner which Opinion of Counsel shall
be
in form and substance acceptable to the Owner. No such resignation shall
become
effective until a successor shall have assumed the Servicer's responsibilities
and obligations hereunder in the manner provided in Section 11.01.
Section
8.05. No
Transfer of Servicing.
With
respect to the retention of the Servicer to service the Mortgage Loans
hereunder, the Servicer acknowledges that the Owner has acted in reliance
upon
the Servicer's independent status, the adequacy of its servicing facilities,
plan, personnel, records and procedures, its integrity, reputation and financial
standing and the continuance thereof. Without in any way limiting the generality
of this section, the Servicer shall not either assign this Agreement or the
servicing hereunder or delegate its rights or duties hereunder or any portion
thereof, or sell or otherwise dispose of all or substantially all of its
property or assets, without the prior written approval of the Owner, which
approval shall not be unreasonably withheld; provided that the Servicer may
assign the Agreement and the servicing hereunder without the consent of Owner
to
an affiliate of the Servicer to which all servicing of the Servicer is assigned
so long as (i) such affiliate is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer
and (ii) if it is intended that such affiliate be spun off to the shareholders
of the Servicer, such affiliate have a GAAP net worth of at least $25,000,000
and (iii) such affiliate shall deliver to the Owner a certification pursuant
to
which such affiliate shall agree to be bound by the terms and conditions
of this
Agreement and shall certify that such affiliate is a Xxxxxx Mae and Xxxxxxx
Mac
approved servicer in good standing.
ARTICLE
IX
Section
9.01. Events
of Default.
In
case
one or more of the following Events of Default by the Servicer shall occur
and
be continuing, that is to say:
(i) any
failure by the Servicer to remit to the Owner any payment required to be
made
under the terms of this Agreement which continues unremedied for one (1)
Business Day after written notice thereof (it being understood that this
subparagraph shall not affect Servicer's obligation pursuant to Section 5.01
to
pay default interest on any remittance received by the Owner after the Business
Day on which such payment was due); or
(ii) any
failure on the part of the Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Servicer
set
forth in this Agreement (other than those described in clause (ix) hereof),
the
breach of which has a material adverse effect and which continue unremedied
for
a period of thirty days (except that such number of days shall be fifteen
in the
case of a failure to pay any premium for any insurance policy required to
be
maintained under this Agreement and such failure shall be deemed to have
a
material adverse effect) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer
by the
Owner; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall
have been entered against the Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty days;
or
(iv) the
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
of
assets and liabilities or similar proceedings of or relating to the Servicer
or
of or relating to all or substantially all of its property; or
(v) the
Servicer shall admit in writing its inability to pay its debts generally
as they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vi) the
Servicer ceases to be approved by either Xxxxxx Mae or Xxxxxxx Mac (to the
extent such entities are then operating in a capacity similar to that in
which
they operate on the date hereof) as a mortgage loan servicer for more than
thirty days to the extent such entities perform similar functions;
or
(vii) the
Servicer attempts to assign its right to servicing compensation hereunder
or the
Servicer attempts, without the consent of the Owner, to sell or otherwise
dispose of all or substantially all of its property or assets or to assign
this
Agreement or the servicing responsibilities hereunder or to delegate its
duties
hereunder or any portion thereof except as otherwise permitted herein;
or
(viii) the
Servicer ceases to be qualified to transact business in any jurisdiction
where
it is currently so qualified, but only to the extent such non-qualification
materially and adversely affects the Servicer's ability to perform its
obligations hereunder; or
(ix) failure
by the Servicer to duly perform, within the required time period, its
obligations under Section 6.04, 6.09 or any of clauses (v) through (viii)
of
Section 10.02;
then,
and
in each and every such case, so long as an Event of Default shall not have
been
remedied, the Owner, by notice in writing to the Servicer may, in addition to
whatever rights the Owner may have under Section 8.01 and at law or equity
to
damages, including injunctive relief and specific performance, terminate
all the
rights and obligations of the Servicer (and if the Servicer is servicing
any of
the Mortgage Loans in a Pass-Through Transfer, appoint a successor servicer
reasonably acceptable to the Master Servicer for such Pass-Through Transfer)
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Servicer for the same. On or after the receipt by
the
Servicer of such written notice, all authority and power of the Servicer
under
this Agreement, whether with respect to the Mortgage Loans or otherwise,
shall
pass to and be vested in the successor appointed pursuant to Section 11.01.
Upon
written request from the Owner, the Servicer shall prepare, execute and deliver,
any and all documents and other instruments, place in such successor's
possession all Servicing Files, and do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise, at the Servicer's sole expense.
The
Servicer agrees to cooperate with the Owner and such successor in effecting
the
termination of the Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer to such successor for administration by
it of
all cash amounts which shall at the time be credited by the Servicer to the
Custodial Account or Escrow Account or thereafter received with respect to
the
Mortgage Loans or any REO Property.
The
Servicer shall promptly reimburse the Owner (or any designee of the Owner,
such
as a master servicer) and any Depositor, as applicable, for all reasonable
expenses incurred by the Owner (or such designee) or such Depositor, as such
are
incurred, in connection with the termination of the Servicer as servicer
and the
transfer of servicing of the Mortgage Loans to a successor servicer, if the
termination and/or transfer of servicing is for cause related to a servicer
default. The provisions of this paragraph shall not limit whatever rights
the
Owner or any Depositor may have under other provisions of this Agreement
and/or
any applicable Reconstitution Agreement or otherwise, whether in equity or
at
law, such as an action for damages, specific performance or injunctive
relief.
Section
9.02. Waiver
of Defaults.
The
Owner
may waive only by written notice any default by the Servicer in the performance
of its obligations hereunder and its consequences. Upon any such waiver of
a
past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose
of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon except to the extent expressly so
waived
in writing.
ARTICLE
X
Section
10.01. Termination.
The
respective obligations and responsibilities of the Servicer shall terminate
upon: (i) the later of the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or the disposition of all
REO
Property and the remittance of all funds due hereunder; or (ii) by mutual
consent of the Servicer and the Owner in writing; or (iii) termination by
the
Owner pursuant to Section 9.01. Simultaneously with any such termination
and the
transfer of servicing hereunder, the Servicer shall be entitled to be reimbursed
for any outstanding Servicing Advances and Monthly Advances.
Section
10.02. Cooperation
of Servicer with a Reconstitution.
The
Servicer and the Owner agree that with respect to some or all of the Mortgage
Loans, on or after the related closing date, on one or more dates (each a
"Reconstitution Date") at the Owner's sole option, the Owner may effect a
sale
(each, a "Reconstitution") of some or all of the Mortgage Loans then subject
to
this Agreement, without recourse, to:
(a) one
or
more third party purchasers in one or more in whole loan transfers (each,
a
"Whole Loan Transfer"); or
(b) one
or
more trusts or other entities to be formed as part of one or more Pass-Through
Transfers.
The
Servicer agrees to execute in connection with any agreements among the Owner,
the Servicer, and any servicer in connection with a Whole Loan Transfer,
an
assignment, assumption and recognition agreement, or, at Owner’s request, a
seller's warranties and servicing agreement or a participation and servicing
agreement or similar agreement in form and substance reasonably acceptable
to
the parties, and in connection with a Pass-Through Transfer, a pooling and
servicing agreement in form and substance reasonably acceptable to the parties.
It is understood that any such Reconstitution Agreements will not contain
any
greater obligations on the part of Servicer than are contained in this
Agreement.
With
respect to each Whole Loan Transfer and each Pass-Through Transfer entered
into
by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and
any
prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements
required by the Owner; (3) to restate the representations and warranties
set
forth in this Agreement as of the settlement or closing date in connection
with
such Reconstitution (each, a "Reconstitution Date").
In
addition, the Servicer shall provide to such servicer or issuer, as the case
may
be, and any other participants in such Reconstitution:
(i) any
and
all information and appropriate verification of information which may be
reasonably available to the Servicer, whether through letters of its auditors
and counsel or otherwise, as the Owner or any such other participant shall
request upon reasonable demand;
(ii) such
additional representations, warranties, covenants, opinions of counsel, letters
from auditors, and certificates of public officials or officers of the Servicer
as are reasonably agreed upon by the Servicer and the Owner or any such other
participant;
(iii) within
5
Business Days after request by the Owner, the information with respect to
the
Servicer (as servicer) as required by Item 1108(b) and (c) of Regulation
AB, a
summary of the requirements of which as of the date hereof is attached hereto
as
Exhibit I for convenience of reference only, as determined by Owner in its
sole
discretion. In the event that the Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer, the
Servicer shall provide the information required pursuant to this clause with
respect to the Subservicer;
(iv) within
5
Business Days after request by the Owner,
(a)
information regarding any legal proceedings pending (or known to be
contemplated) against the Servicer (as servicer) and each Subservicer as
required by Item 1117 of Regulation AB, a summary of the requirements of
which
as of the date hereof is attached hereto as Exhibit I for convenience of
reference only, as determined by Owner in its sole discretion,
(b)
information regarding affiliations with respect to the Servicer (as servicer)
and each Subservicer as required by Item 1119(a) of Regulation AB, a summary
of
the requirements of which as of the date hereof is attached hereto as Exhibit
I
for convenience of reference only, as determined by Owner in its sole
discretion, and
(c)
information regarding relationships and transactions with respect to the
Servicer (as servicer) and each Subservicer as required by Item 1119(b) and
(c)
of Regulation AB, a summary of the requirements of which as of the date hereof
is attached hereto as Exhibit I for convenience of reference only, as determined
by Owner in its sole discretion;
(v) for
the
purpose of satisfying the reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Servicer shall (or shall
cause each Subservicer to) (i) provide prompt notice to the Owner, the Master
Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings involving the Servicer or any Subservicer, (B) any
affiliations or relationships that develop following the closing date of
a
Pass-Through Transfer between the Servicer or any Subservicer and any of
the
parties specified in clause (D) of paragraph (a) of this Section (and any
other
parties identified in writing by the requesting party) with respect to such
Pass-Through Transfer, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation
or sale
of substantially all of the assets of the Servicer, and (E) the Servicer’s entry
into an agreement with a Subservicer to perform or assist in the performance
of
any of the Servicer’s obligations under this Agreement or any Reconstitution
Agreement and (ii) provide to the Owner and any Depositor a description of
such
proceedings, affiliations or relationships;
(vi) as
a
condition to the succession to the Servicer or any Subservicer as servicer
or
subservicer under this Agreement or any Reconstitution Agreement by any Person
(i) into which the Servicer or such Subservicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Servicer or any
Subservicer, the Servicer shall provide to the Owner, the Master Servicer,
and
any Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Owner and any Depositor
of
such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Owner and such Depositor, all information
reasonably requested by the Owner or any Depositor in order to comply with
its
reporting obligation under Item 6.02 of Form 8-K with respect to any class
of
asset-backed securities;
(vii) in
addition to such information as the Servicer, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, not later than ten
days
prior to the deadline for the filing of any distribution report on Form 10-D
in
respect of any Pass-Through Transfer that includes any of the Mortgage Loans
serviced by the Servicer or any Subservicer, the Servicer or such Subservicer,
as applicable, shall, to the extent the Servicer or such Subservicer has
knowledge, provide to the party responsible for filing such report (including,
if applicable, the Master Servicer) notice of the occurrence of any of the
following events along with all information, data, and materials related
thereto
as may be required to be included in the related distribution report on Form
10-D (as specified in the provisions of Regulation AB referenced
below):
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB);
and
(viii) the
Servicer shall provide to the Owner, the Master Servicer and any Depositor,
evidence of the authorization of the person signing any certification or
statement, copies or other evidence of Fidelity Bond Insurance and Errors
and
Omission Insurance policy, financial information and reports, and such other
information related to the Servicer or any Subservicer or the Servicer or
such
Subservicer’s performance hereunder.
In
the
event of a conflict or inconsistency between the terms of Exhibit I and the
text
of the applicable Item of Regulation AB as cited above, the text of Regulation
AB, its adopting release and other public statements of the SEC shall
control.
The
Servicer shall indemnify the Owner, each affiliate of the Owner, and each
of the
following parties participating in a Pass-Through Transfer: each issuing
entity;
each Person (including, but not limited to, the Master Servicer, if applicable)
responsible for the preparation, execution or filing of any report required
to
be filed with the Commission with respect to such Pass-Through Transfer,
or for
execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under
the Exchange Act with respect to such Pass-Through Transfer; each broker
dealer
acting as underwriter, placement agent or initial purchaser, each Person
who
controls any of such parties or the Depositor (within the meaning of Section
15
of the Securities Act and Section 20 of the Exchange Act); and the respective
present and former directors, officers, employees, agents and affiliates
of each
of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall
hold each of them harmless from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain
arising out of or based upon:
(i)(A)
any untrue statement of a material fact contained or alleged to be contained
in
any information, report, certification, data, accountants’ letter or other
material provided under this Section 10.02 by or on behalf of the Servicer,
or
provided under this Section 10.02, Sections 6.04 and 6.09 and by or on behalf
of
any Subservicer or Subcontractor (collectively, the “Servicer Information”), or
(B) the omission or alleged omission to state in the Servicer Information
a
material fact required to be stated in the Servicer Information or necessary
in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, by way of clarification,
that
clause (B) of this paragraph shall be construed solely by reference to the
Servicer Information and not to any other information communicated in connection
with a sale or purchase of securities, without regard to whether the Servicer
Information or any portion thereof is presented together with or separately
from
such other information;
(ii)
any
breach by the Servicer of its obligations under this Section 10.02, including
particularly any failure by the Servicer, any Subservicer or any Subcontractor
to deliver any information, report, certification, accountants’ letter or other
material when and as required under this Section 10.02, including any failure
by
the Servicer to identify pursuant to Section 11.15 any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB;
(iii)
any
breach by the Servicer of a representation or warranty set forth in Section
Article III or in a writing furnished pursuant to clause (h) of Article III
and
made as of a date prior to the closing date of the related Pass-Through
Transfer, to the extent that such breach is not cured by such closing date,
or
any breach by the Servicer of a representation or warranty in a writing
furnished pursuant to clause (h) of Article III to the extent made as of
a date
subsequent to such closing date; or
(iv)
the
negligence bad faith or willful misconduct of the Servicer in connection
with
its performance under this Section 10.02.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless an Indemnified Party, then the Servicer agrees that it shall contribute
to the amount paid or payable by such Indemnified Party as a result of any
claims, losses, damages or liabilities incurred by such Indemnified Party
in
such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Servicer on the other.
In
the
case of any failure of performance described above, the Servicer shall promptly
reimburse the Owner, any Depositor, as applicable, and each Person responsible
for the preparation, execution or filing of any report required to be filed
with
the Commission with respect to such Pass-Through Transfer, or for execution
of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer, for all costs reasonably
incurred by each such party in order to obtain the information, report,
certification, accountants’ letter or other material not delivered pursuant to
this Section or Section 6.04 or Section 6.09 as required by the Servicer,
any
Subservicer or any Subcontractor.
This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
All
Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer
or Pass
Through Transfer shall be subject to this Agreement and shall continue to
be
serviced in accordance with the terms of this Agreement and with respect
thereto
this Agreement shall remain in full force and effect.
Section
10.03. Master
Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to
the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Owner, shall have the same rights as the Owner to enforce the obligations
of the
Servicer under this Agreement. The Master Servicer shall be entitled to
terminate the rights and obligations of the Servicer under this Agreement
upon
the failure of the Servicer to perform any of its obligations under this
Agreement if such failure constitutes an Event of Default as provided in
Article
IX of this Agreement. Notwithstanding anything to the contrary, in no event
shall the Master Servicer assume any of the obligations of the Owner under
this
Agreement.
ARTICLE
XI
Section
11.01. Successor
to the Servicer.
Prior
to
termination of the Servicer's responsibilities and duties under this Agreement
pursuant to Sections 8.04, 9.01 or 10.01(ii), the Owner shall (i) succeed
to and
assume all of the Servicer's responsibilities, rights, duties and obligations
under this Agreement, or (ii) appoint a successor having the characteristics
set
forth in Section 8.02 hereof and which shall succeed to all rights and assume
all of the responsibilities, duties and liabilities of the Servicer under
this
Agreement prior to the termination of the Servicer's responsibilities, duties
and liabilities under this Agreement. In connection with such appointment
and
assumption, the Owner may make such arrangements for the compensation of
such
successor out of payments on Mortgage Loans as the Owner and such successor
shall agree. In the event that the Servicer's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of
such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and
shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this section and shall in no event relieve
the
Servicer of the representations and warranties made pursuant to Article III
and
the remedies available to the Owner under Section 8.01, it being understood
and
agreed that the provisions of such Article III and Section 8.01 shall be
applicable to the Servicer notwithstanding any such resignation or termination
of the Servicer, or the termination of this Agreement.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Servicer and to the Owner an instrument accepting such appointment,
whereupon such successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer, with
like
effect as if originally named as a party to this Agreement. Any termination
or
resignation of the Servicer or this Agreement pursuant to Section 8.04, 9.01
or
10.01 shall not affect any claims that the Owner may have against the Servicer
arising prior to any such termination or resignation.
The
Servicer shall promptly deliver to the successor the funds in the Custodial
Account and the Escrow Account and the Servicing Files and related documents
and
statements held by it hereunder and the Servicer shall account for all funds.
The Servicer shall execute and deliver such instruments and do such other
things
all as may reasonably be required to more fully and definitely vest and confirm
in the successor all such rights, powers, duties, responsibilities, obligations
and liabilities of the Servicer. The successor shall make such arrangements
as
it may deem appropriate to reimburse the Servicer for unrecovered Monthly
Advances and Servicing Advances which the successor retains hereunder and
which
would otherwise have been recovered by the Servicer pursuant to this Agreement
but for the appointment of the successor servicer.
Upon
a
successor's acceptance of appointment as such, the Servicer shall notify
the
Owner of such appointment.
All
reasonable costs and expenses incurred in connection with replacing the Servicer
upon its resignation or the termination of the Servicer in accordance with
the
terms of this Agreement, including, without limitation, (i) all legal costs
and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of the Servicer as a result of an Event of Default
and (ii) all costs and expenses associated with the complete transfer of
servicing, including all servicing files and all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the successor servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the successor service to service the
Mortgage Loans in accordance with this Agreement, shall be payable on demand
by
the resigning or terminated Servicer without any right of reimbursement
therefor.
Section
11.02. Amendment.
This
Agreement may be amended from time to time by the Servicer and the Owner
by
written agreement signed by the Servicer and the Owner.
Section
11.03. Recordation
of Agreement.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any of all 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 Servicer at the Owner's
expense on direction of the Owner accompanied by an opinion of counsel to
the
effect that such recordation materially and beneficially affects the interest
of
the Owner or is necessary for the administration or servicing the Mortgage
Loans.
Section
11.04. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS. THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
11.05. Notices.
Any
demands, notices or other communications permitted or required hereunder
shall
be in writing and shall be deemed conclusively to have been given if personally
delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or transmitted by telecopier and confirmed by a similar mailed
writing, as follows:
(i) if
to the
Servicer:
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
Attention:
President or General Counsel
Telecopier
No.: (000) 000-0000
(ii) if
to the
Owner:
Bear,
Xxxxxxx & Co. Inc.
000
Xxxxxxx Xxx.
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Global Credit Administration
Telecopier
No.: (000) 000-0000
(iii) if
to the
Master Servicer:
Xxxxx
Fargo Bank, National Association
X.X.
Xxx
00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Master Servicing - PRIME 2006-1
And
for
overnight delivery to:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Master Servicing - PRIME 2006-1
Telecopier
No.: (000) 000-0000
or
such
other address as may hereafter be furnished to the other party 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 address
(as
evidenced, in the case of registered or certified mail, by the date noted
on the
return receipt).
Section
11.06. Severability
of Provisions.
Any
part,
provision, representation or warranty of this Agreement which is prohibited
or
which is held to be void or unenforceable shall be ineffective to the extent
of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation or warranty of this
Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof, and any such prohibition or unenforceability
in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof. If the invalidity
of any
part, provision, representation or warranty of this Agreement shall deprive
any
party of the economic benefit intended to be conferred by this Agreement,
the
parties shall negotiate, in good faith, to develop a structure the economic
effect of which is nearly as possible the same as the economic effect of
this
Agreement without regard to such invalidity.
Section
11.07. Exhibits
The
exhibits to this Agreement are hereby incorporated and made a part hereof
and
are an integral part of this Agreement.
Section
11.08. General
Interpretive Principles.
For
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires:
(i) the
terms
defined in this Agreement have the meanings assigned to them in this Agreement
and include the plural as well as the singular, and the use of any gender
herein
shall be deemed to include the other gender;
(ii) accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii) references
herein to "Articles," "Sections," "Subsections," "Paragraphs," and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;
(iv) a
reference to a Subsection without further reference to a Section is a reference
to such Subsection as contained in the same Section in which the reference
appears, and this rule shall also apply to Paragraphs and other
subdivisions;
(v) the
words
"herein," "hereof," "hereunder" and other words of similar import refer to
this
Agreement as a whole and not to any particular provision; and
(vi) the
term
"include" or "including" shall mean without limitation by reason of
enumeration.
Section
11.09. Reproduction
of Documents.
This
Agreement and all documents relating hereto, including, without limitation,
(i)
consents, waivers and modifications which may hereafter be executed, (ii)
documents received by any party at the closing, and (iii) financial statements,
certificates and other information previously or hereafter furnished, may
be
reproduced by any photographic, photostatic, microfilm, micro-card, 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
11.10. Confidentiality
of Information.
Each
party recognizes that, in connection with this Agreement, it may become privy
to
non-public information regarding the financial condition, operations and
prospects of the other party. Except as required to be disclosed by law,
each
party agrees to keep all non-public information regarding the other party
strictly confidential, and to use all such information solely in order to
effectuate the purpose of this Agreement.
Section
11.11. Assignment
by the Owner.
The
Owner
shall have the right, without the consent of the Servicer hereof, to assign,
in
whole or in part, its interest under this Agreement with respect to some
or all
of the Mortgage Loans, and designate any person to exercise any rights of
the
Owner hereunder, by executing an assignment and assumption agreement reasonably
acceptable to the Servicer and the assignee or designee shall accede to the
rights and obligations hereunder of the Owner with respect to such Mortgage
Loans. In no event shall Owner sell a partial interest in any Mortgage Loan.
All
references to the Owner in this Agreement shall be deemed to include its
assignees or designees. It is understood and agreed between the Owners and
the
Servicer that no more than five (5) Persons shall have the right of owner
under
this Agreement at any one time.
Section
11.12. No
Partnership.
Nothing
herein contained shall be deemed or construed to create a co-partnership
or
joint venture between the parties hereto and the services of the Servicer
shall
be rendered as an independent contractor and not as agent for
Owner.
Section
11.13. Execution,
Successors and Assigns.
This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed,
shall
be deemed to be an original; such counterparts, together, shall constitute
one
and the same agreement. Subject to Section 8.05, this Agreement shall inure
to
the benefit of and be binding upon the Servicer and the Owner and their
respective successors and assigns.
Section
11.14. Entire
Agreement.
Each
of
the Servicer and the Owner acknowledge that no representations, agreements
or
promises were made to it by the other party or any of its employees other
than
those representations, agreements or promises specifically contained herein.
This Agreement sets forth the entire understanding between the parties hereto
and shall be binding upon all successors of both parties.
Section
11.15. Use
of
Subservicers and Subcontractors.
(a) The
Servicer shall not hire or otherwise utilize the services of any Subservicer
to
fulfill any of the obligations of the Servicer as servicer under this Agreement
or any Reconstitution Agreement unless the Servicer complies with the provisions
of paragraph (b) of this Section. The Servicer shall not hire or otherwise
utilize the services of any Subcontractor, and shall not permit any Subservicer
to hire or otherwise utilize the servicers of any Subcontractor, to fulfill
any
of the obligations of the Servicer as servicer under this Agreement or any
Reconstitution Agreement unless the Servicer complies with the provisions
of
paragraph (d) of this Section. The Servicer must notify the Owner, the Master
Servicer and any Depositor in writing of any affiliations or relationships
that
develop following the closing date between the Servicer or any Subservicer.
(b) The
Servicer shall cause any Subservicer used by the Servicer (or by any
Subservicer) for the benefit of the Owner and any Depositor to comply with
the
provisions of this Section and with clauses (g) and (j) of Article III, Sections
6.04, 6.09 and 10.02 of this Agreement to the same extent as if such Subservicer
were the Owner, and to provide the information required with respect to such
Subservicer under Section 3.01(i) of this Agreement. The Servicer shall be
responsible for obtaining from each Subservicer and delivering to the Owner,
the
Master Servicer and any Depositor any Annual Statement of Compliance required
to
be delivered by such Subservicer under Section 6.04(a), any Assessment of
Compliance and Attestation Report required to be delivered by such Subservicer
under Section 6.09, any Annual Certification required under Section 6.04(b),
any
Additional Form 10-D Disclosure and any Form 8-K Disclosure Information,
as and
when required to be delivered.
(c) The
Servicer shall promptly upon request provide to the Owner, the Master Servicer
and any Depositor (or any designee of the Depositor, such as an administrator)
a
written description (in form and substance satisfactory to the Owner, the
Master
Servicer and such Depositor) of the role and function of each Subcontractor
utilized by the Servicer or any Subservicer, specifying (i) the identity
of each
such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.
(d) As
a condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor
to comply with the provisions of Sections 6.07 and 10.02 of this Agreement
to
the same extent as if such Subcontractor were the Servicer. The Servicer
shall
be responsible for obtaining from each Subcontractor and delivering to the
Owner
and any Depositor any Assessment of Compliance and Attestation Report and
other
certificates required to be delivered by such Subservicer and such Subcontractor
under Section 6.09 (and any Annual Certification required under Section
6.09(b)), in each case as and when required to be delivered.
11.16. Third
Party Beneficiary
For
purposes of this Agreement, each Master Servicer shall be considered a third
party beneficiary to this Agreement, entitled to all the rights and benefits
hereof as if it were a direct party to this Agreement.
|
EMC
MORTGAGE CORPORATION
Servicer
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
Owner
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
EXHIBIT
B
CUSTODIAL
ACCOUNT LETTER AGREEMENT
(date)
To:______________________
_________________________
_________________________
(the
"Depository")
As
"Servicer" under the Servicing Agreement, dated as of May 1, 2006, (the
"Agreement"), we hereby authorize and request you to establish an account,
as a
Custodial Account pursuant to Section 4.04 of the Agreement, to be designated
as
"[Servicer] Custodial Account, in trust for [Owner], Owner of Whole Loan
Mortgages, and various Mortgagors." All deposits in the account shall be
subject
to withdrawal therefrom by order signed by the Servicer. You may refuse any
deposit which would result in violation of the requirement that the account
be
fully insured as described below. This letter is submitted to you in duplicate.
Please execute and return one original to us.
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
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 or the Savings Association Insurance Fund
or
will be invested in Permitted Investments as defined in the
Agreement.
|
[ ]
(name
of Depository)
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
C
ESCROW
ACCOUNT LETTER AGREEMENT
(date)
To:___________________________
______________________________
______________________________
(the
"Depository")
As
"Servicer" under the Servicing Agreement, dated as of May 1, 2006 (the
"Agreement"), we hereby authorize and request you to establish an account,
as an
Escrow Account pursuant to Section 4.06 of the Agreement, to be designated
as
"[Servicer] Escrow Account, in trust for [Owner], Owner of Whole Loan Mortgages,
and various Mortgagors." All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. You may refuse any
deposit
which would result in violation of the requirement that the account be fully
insured as described below. This letter is submitted to you in duplicate.
Please
execute and return one original to us.
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
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 or the Savings Association Insurance Fund
or
will be invested in Permitted Investments as defined in the
Agreement.
|
[ ]
(name
of Depository)
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
D
REQUEST
FOR RELEASE OF DOCUMENTS
To:
Xxxxx
Fargo Bank, National Association
0000
00xx
Xxxxxx X.X.
Xxxx.,
XX
00000
Attn:
________________
|
Re:
|
Custodial
Agreement dated as of November 30, 1999, between EMC Mortgage Corporation
and Xxxxx Fargo Bank, National Association, as
Custodian
|
In
connection with the administration of the Mortgage Loans held by you as
Custodian for the Owner pursuant to the above-captioned Custody Agreement,
we
request the release, and hereby acknowledge receipt, of the Custodian's Mortgage
File for the Mortgage Loan described below, for the reason
indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
|
_______
|
1.
|
Mortgage
Paid in Full
|
|
_______
|
2.
|
Foreclosure
|
|
_______
|
3.
|
Substitution
|
|
_______
|
4.
|
Other
Liquidation (Repurchases, etc.)
|
|
_______
|
5.
|
Nonliquidation
[Reason:_______________________________]
|
Address
to which Custodian should
Deliver
the Custodian's Mortgage File:
|
By:
|
||
|
(authorized
signer)
|
||
|
Issuer:
|
||
|
Address:
|
||
|
Date:
|
||
Custodian
Xxxxx
Fargo Bank, National Association
Please
acknowledge the execution of the above request by your signature and date
below:
|
____________________________________
|
_________________
|
|
Signature
|
Date
|
|
Documents
returned to Custodian:
|
|
|
____________________________________
|
_________________
|
|
Custodian
|
Date
|
EXHIBIT
E
REPORTING
DATA FOR MONTHLY REPORT
|
Standard
File Layout - Master Servicing
|
||||
|
Description
|
Decimal
|
Max
Size
|
||
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
Text
up to 10 digits
|
20
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
Text
up to 10 digits
|
10
|
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
Text
up to 10 digits
|
10
|
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
Maximum
length of 30 (Last, First)
|
30
|
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
MM/DD/YYYY
|
10
|
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment
amount.
|
MM/DD/YYYY
|
10
|
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
MM/DD/YYYY
|
10
|
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
MM/DD/YYYY
|
10
|
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
MM/DD/YYYY
|
10
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|||
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
MM/DD/YYYY
|
10
|
|
|
MOD_TYPE
|
The
Modification Type.
|
Varchar
- value can be alpha or numeric
|
30
|
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
EXHIBIT
F
REPORTING
DATA FOR DEFAULTED LOANS
Standard
File Layout - Delinquency Reporting
|
(a) Column/Header
Name
|
(b) Description
|
(c) Decimal
|
(d) Format
Comment
|
|
(e) SERVICER_LOAN_NBR
|
(f) A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
(g)
|
(h)
|
|
(i) LOAN_NBR
|
(j) A
unique identifier assigned to each loan by the originator.
|
(k)
|
(l)
|
|
(m) CLIENT_NBR
|
(n) Servicer
Client Number
|
(o)
|
(p)
|
|
(q) SERV_INVESTOR_NBR
|
(r) Contains
a unique number as assigned by an external servicer to identify
a group of
loans in their system.
|
(s)
|
(t)
|
|
(u) BORROWER_FIRST_NAME
|
(v) First
Name of the Borrower.
|
(w)
|
(x)
|
|
(y) BORROWER_LAST_NAME
|
(z) Last
name of the borrower.
|
(aa)
|
(bb)
|
|
(cc) PROP_ADDRESS
|
(dd) Street
Name and Number of Property
|
(ee)
|
(ff)
|
|
(gg) PROP_STATE
|
(hh) The
state where the property located.
|
(ii)
|
(jj)
|
|
(kk) PROP_ZIP
|
(ll) Zip
code where the property is located.
|
(mm)
|
(nn)
|
|
(oo) BORR_NEXT_PAY_DUE_DATE
|
(pp) The
date that the borrower's next payment is due to the servicer at
the end of
processing cycle, as reported by Servicer.
|
(qq)
|
(rr) MM/DD/YYYY
|
|
(ss) LOAN_TYPE
|
(tt) Loan
Type (i.e. FHA, VA, Conv)
|
(uu)
|
(vv)
|
|
(ww) BANKRUPTCY_FILED_DATE
|
(xx) The
date a particular bankruptcy claim was filed.
|
(yy)
|
(zz) MM/DD/YYYY
|
|
(aaa) BANKRUPTCY_CHAPTER_CODE
|
(bbb) The
chapter under which the bankruptcy was filed.
|
(ccc)
|
(ddd)
|
|
(eee) BANKRUPTCY_CASE_NBR
|
(fff) The
case number assigned by the court to the bankruptcy
filing.
|
(ggg)
|
(hhh)
|
|
(iii) POST_PETITION_DUE_DATE
|
(jjj) The
payment due date once the bankruptcy has been approved by the
courts
|
(kkk)
|
(lll) MM/DD/YYYY
|
|
(mmm) BANKRUPTCY_DCHRG_DISM_DATE
|
(nnn) The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged
and/or a Motion For Relief Was Granted.
|
(ooo)
|
(ppp) MM/DD/YYYY
|
|
(qqq) LOSS_MIT_APPR_DATE
|
(rrr) The
Date The Loss Mitigation Was Approved By The Servicer
|
(sss)
|
(ttt) MM/DD/YYYY
|
|
(uuu) LOSS_MIT_TYPE
|
(vvv) The
Type Of Loss Mitigation Approved For A Loan Such As;
|
(www)
|
(xxx)
|
|
(yyy) LOSS_MIT_EST_COMP_DATE
|
(zzz) The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
(aaaa)
|
(bbbb) MM/DD/YYYY
|
|
(cccc) LOSS_MIT_ACT_COMP_DATE
|
(dddd) The
Date The Loss Mitigation Is Actually Completed
|
(eeee)
|
(ffff) MM/DD/YYYY
|
|
(gggg) FRCLSR_APPROVED_DATE
|
(hhhh) The
date DA Admin sends a letter to the servicer with instructions
to begin
foreclosure proceedings.
|
(iiii)
|
(jjjj) MM/DD/YYYY
|
|
(kkkk) ATTORNEY_REFERRAL_DATE
|
(llll) Date
File Was Referred To Attorney to Pursue Foreclosure
|
(mmmm)
|
(nnnn) MM/DD/YYYY
|
|
(oooo) FIRST_LEGAL_DATE
|
(pppp) Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
(qqqq)
|
(rrrr) MM/DD/YYYY
|
|
(ssss) FRCLSR_SALE_EXPECTED_DATE
|
(tttt) The
date by which a foreclosure sale is expected to occur.
|
(uuuu)
|
(vvvv) MM/DD/YYYY
|
|
(wwww) FRCLSR_SALE_DATE
|
(xxxx) The
actual date of the foreclosure sale.
|
(yyyy)
|
(zzzz) MM/DD/YYYY
|
|
(aaaaa) FRCLSR_SALE_AMT
|
(bbbbb) The
amount a property sold for at the foreclosure sale.
|
(ccccc) 2
|
(ddddd) No
commas(,) or dollar signs ($)
|
|
(eeeee) EVICTION_START_DATE
|
(fffff) The
date the servicer initiates eviction of the borrower.
|
(ggggg)
|
(hhhhh) MM/DD/YYYY
|
|
(iiiii) EVICTION_COMPLETED_DATE
|
(jjjjj) The
date the court revokes legal possession of the property from the
borrower.
|
(kkkkk)
|
(lllll) MM/DD/YYYY
|
|
(mmmmm) LIST_PRICE
|
(nnnnn) The
price at which an REO property is marketed.
|
(ooooo) 2
|
(ppppp) No
commas(,) or dollar signs ($)
|
|
(qqqqq) LIST_DATE
|
(rrrrr) The
date an REO property is listed at a particular price.
|
(sssss)
|
(ttttt) MM/DD/YYYY
|
|
(uuuuu) OFFER_AMT
|
(vvvvv) The
dollar value of an offer for an REO property.
|
(wwwww) 2
|
(xxxxx) No
commas(,) or dollar signs ($)
|
|
(yyyyy) OFFER_DATE_TIME
|
(zzzzz) The
date an offer is received by DA Admin or by the Servicer.
|
(aaaaaa)
|
(bbbbbb) MM/DD/YYYY
|
|
(cccccc) REO_CLOSING_DATE
|
(dddddd) The
date the REO sale of the property is scheduled to close.
|
(eeeeee)
|
(ffffff) MM/DD/YYYY
|
|
(gggggg) REO_ACTUAL_CLOSING_DATE
|
(hhhhhh) Actual
Date Of REO Sale
|
(iiiiii)
|
(jjjjjj) MM/DD/YYYY
|
|
(kkkkkk) OCCUPANT_CODE
|
(llllll) Classification
of how the property is occupied.
|
(mmmmmm)
|
(nnnnnn)
|
|
(oooooo) PROP_CONDITION_CODE
|
(pppppp) A
code that indicates the condition of the property.
|
(qqqqqq)
|
(rrrrrr)
|
|
(ssssss) PROP_INSPECTION_DATE
|
(tttttt) The
date a property inspection is performed.
|
(uuuuuu)
|
(vvvvvv) MM/DD/YYYY
|
|
(wwwwww) APPRAISAL_DATE
|
(xxxxxx) The
date the appraisal was done.
|
(yyyyyy)
|
(zzzzzz) MM/DD/YYYY
|
|
(aaaaaaa) CURR_PROP_VAL
|
(bbbbbbb) The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
(ccccccc) 2
|
(ddddddd)
|
|
(eeeeeee) REPAIRED_PROP_VAL
|
(fffffff) The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
(ggggggg) 2
|
(hhhhhhh)
|
|
(iiiiiii) If
applicable:
|
(jjjjjjj)
|
(kkkkkkk)
|
(lllllll)
|
|
(mmmmmmm) DELINQ_STATUS_CODE
|
(nnnnnnn) FNMA
Code Describing Status of Loan
|
(ooooooo)
|
(ppppppp)
|
|
(qqqqqqq) DELINQ_REASON_CODE
|
(rrrrrrr) The
circumstances which caused a borrower to stop paying on a loan.
Code
indicates the reason why the loan is in default for this
cycle.
|
(sssssss)
|
(ttttttt)
|
|
(uuuuuuu) MI_CLAIM_FILED_DATE
|
(vvvvvvv) Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
(wwwwwww)
|
(xxxxxxx) MM/DD/YYYY
|
|
(yyyyyyy) MI_CLAIM_AMT
|
(zzzzzzz) Amount
of Mortgage Insurance Claim Filed
|
(aaaaaaaa)
|
(bbbbbbbb) No
commas(,) or dollar signs ($)
|
|
(cccccccc) MI_CLAIM_PAID_DATE
|
(dddddddd) Date
Mortgage Insurance Company Disbursed Claim Payment
|
(eeeeeeee)
|
(ffffffff) MM/DD/YYYY
|
|
(gggggggg) MI_CLAIM_AMT_PAID
|
(hhhhhhhh) Amount
Mortgage Insurance Company Paid On Claim
|
(iiiiiiii) 2
|
(jjjjjjjj) No
commas(,) or dollar signs ($)
|
|
(kkkkkkkk) POOL_CLAIM_FILED_DATE
|
(llllllll) Date
Claim Was Filed With Pool Insurance Company
|
(mmmmmmmm)
|
(nnnnnnnn) MM/DD/YYYY
|
|
(oooooooo) POOL_CLAIM_AMT
|
(pppppppp) Amount
of Claim Filed With Pool Insurance Company
|
(qqqqqqqq) 2
|
(rrrrrrrr) No
commas(,) or dollar signs ($)
|
|
(ssssssss) POOL_CLAIM_PAID_DATE
|
(tttttttt) Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
(uuuuuuuu)
|
(vvvvvvvv) MM/DD/YYYY
|
|
(wwwwwwww) POOL_CLAIM_AMT_PAID
|
(xxxxxxxx) Amount
Paid On Claim By Pool Insurance Company
|
(yyyyyyyy) 2
|
(zzzzzzzz) No
commas(,) or dollar signs ($)
|
|
(aaaaaaaaa) FHA_PART_A_CLAIM_FILED_DATE
|
(bbbbbbbbb) Date
FHA Part A Claim Was Filed With HUD
|
(ccccccccc)
|
(ddddddddd) MM/DD/YYYY
|
|
(eeeeeeeee) FHA_PART_A_CLAIM_AMT
|
(fffffffff) Amount
of FHA Part A Claim Filed
|
(ggggggggg) 2
|
(hhhhhhhhh) No
commas(,) or dollar signs ($)
|
|
(iiiiiiiii) FHA_PART_A_CLAIM_PAID_DATE
|
(jjjjjjjjj) Date
HUD Disbursed Part A Claim Payment
|
(kkkkkkkkk)
|
(lllllllll) MM/DD/YYYY
|
|
(mmmmmmmmm) FHA_PART_A_CLAIM_PAID_AMT
|
(nnnnnnnnn) Amount
HUD Paid on Part A Claim
|
(ooooooooo) 2
|
(ppppppppp) No
commas(,) or dollar signs ($)
|
|
(qqqqqqqqq) FHA_PART_B_CLAIM_FILED_DATE
|
(rrrrrrrrr) Date
FHA Part B Claim Was Filed With HUD
|
(sssssssss)
|
(ttttttttt) MM/DD/YYYY
|
|
(uuuuuuuuu) FHA_PART_B_CLAIM_AMT
|
(vvvvvvvvv) Amount
of FHA Part B Claim Filed
|
(wwwwwwwww) 2
|
(xxxxxxxxx) No
commas(,) or dollar signs ($)
|
|
(yyyyyyyyy) FHA_PART_B_CLAIM_PAID_DATE
|
(zzzzzzzzz) Date
HUD Disbursed Part B Claim Payment
|
(aaaaaaaaaa)
|
(bbbbbbbbbb) MM/DD/YYYY
|
|
(cccccccccc) FHA_PART_B_CLAIM_PAID_AMT
|
(dddddddddd) Amount
HUD Paid on Part B Claim
|
(eeeeeeeeee) 2
|
(ffffffffff) No
commas(,) or dollar signs ($)
|
|
(gggggggggg) VA_CLAIM_FILED_DATE
|
(hhhhhhhhhh) Date
VA Claim Was Filed With the Veterans Admin
|
(iiiiiiiiii)
|
(jjjjjjjjjj) MM/DD/YYYY
|
|
(kkkkkkkkkk) VA_CLAIM_PAID_DATE
|
(llllllllll) Date
Veterans Admin. Disbursed VA Claim Payment
|
(mmmmmmmmmm)
|
(nnnnnnnnnn) MM/DD/YYYY
|
|
(oooooooooo) VA_CLAIM_PAID_AMT
|
(pppppppppp) Amount
Veterans Admin. Paid on VA Claim
|
(qqqqqqqqqq) 2
|
(rrrrrrrrrr) No
commas(,) or dollar signs ($)
|
Exhibit
2: Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
|
· ASUM-
|
Approved
Assumption
|
|
· BAP-
|
Borrower
Assistance Program
|
|
· CO-
|
Charge
Off
|
|
· DIL-
|
Deed-in-Lieu
|
|
· FFA-
|
Formal
Forbearance Agreement
|
|
· MOD-
|
Loan
Modification
|
|
· PRE-
|
Pre-Sale
|
|
· SS-
|
Short
Sale
|
|
· MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant
Code
field should show the current status of the property code as
follows:
|
· Mortgagor
|
|
· Tenant
|
|
· Unknown
|
|
· Vacant
|
The
Property
Condition
field should show the last reported condition of the property as follows:
|
· Damaged
|
|
· Excellent
|
|
· Fair
|
|
· Gone
|
|
· Good
|
|
· Poor
|
|
· Special
Hazard
|
|
· Unknown
|
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Reason Code
field should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Status Code
field should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
EXHIBIT
G
FORM
OF
SERVICER CERTIFICATION
Re: The
[ ]
agreement dated as of [ ] l,
200[ ] (the “Agreement”),
among [IDENTIFY PARTIES]
I,
____________________________, the _______________________ of [NAME OF COMPANY]
(the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
Servicer] [Securities Administrator] [Trustee], and their officers, with
the
knowledge and intent that they will rely upon this certification,
that:
I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
reports, Officer’s Certificates and other information relating to the servicing
of the Mortgage Loans by the Company during 200[ ] that were delivered by
the
Company to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the “Company Servicing
Information”);
Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances
under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
The
Compliance Statement required to be delivered by the Company pursuant to
this
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer and Subcontractor pursuant
to the
Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
instances of noncompliance described in such reports have been disclosed
to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with
the
Servicing Criteria has been disclosed in such reports.
EXHIBIT
H
SUMMARY
OF REGULATION AB
SERVICING
CRITERIA
Item
1122(d)
| (b) |
General
servicing considerations.
|
(1) Policies
and procedures are instituted to monitor any performance or other triggers
and
events of default in accordance with the transaction agreements.
(2) 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.
(3) Any
requirements in the transaction agreements to maintain a back-up servicer
for
the mortgage loans are maintained.
(4) 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.
| (c) |
Cash
collection and administration.
|
(1) 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.
(2) Disbursements
made via wire transfer on behalf of an obligor or
to an
investor are made only by authorized personnel.
(3) 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.
(4) 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.
(5) 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.
(6) Unissued
checks are safeguarded so as to prevent unauthorized access.
(7) 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.
| (d) |
Investor
remittances and reporting.
|
(1) 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.
(2) Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
(3) 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.
(4) Amounts
remitted to investors per the investor reports agree with cancelled checks,
or
other form of payment, or custodial bank statements.
(1) Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
(2) Mortgage
loan and related documents are safeguarded as required by the transaction
agreements.
(3) 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.
(4) 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.
(5) The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
(6) 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 mortgage
loan documents.
(7) 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.
(8) 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).
(9) Adjustments
to interest rates or rates of return for mortgage loans with variable rates
are
computed based on the related mortgage loan documents.
(10) 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.
(11) 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.
(12) 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.
(13) 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.
(14) Delinquencies,
charge-offs and uncollectable accounts are recognized and recorded in accordance
with the transaction agreements.
(15) 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
I
SUMMARY
OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE:
This Exhibit I is provided for convenience of reference only. In the event
of a
conflict or inconsistency between the terms of this Exhibit I and the text
of
Regulation AB, the text of Regulation AB, its adopting release and other
public
statements of the SEC shall control.
Item
1108(b) and (c)
Provide
the following information with respect to each servicer that will service,
including interim service, 20% or more of the mortgage loans in any loan
group
in the securitization issued in the Pass-Through Transfer:
-a
description of the Owner’s form of organization;
-a
description of how long the Servicer has been servicing residential mortgage
loans; a general discussion of the Servicer’s experience in servicing assets of
any type as well as a more detailed discussion of the Servicer’s experience in,
and procedures for the servicing function it will perform under this Agreement
and any Reconstitution Agreements; information regarding the size, composition
and growth of the Servicer’s portfolio of mortgage loans of the type similar to
the Mortgage Loans and information on factors related to the Servicer that
may
be material to any analysis of the servicing of the Mortgage Loans or the
related asset-backed securities, as applicable, including whether any default
or
servicing related performance trigger has occurred as to any other
securitization due to any act or failure to act of the Servicer, whether
any
material noncompliance with applicable servicing criteria as to any other
securitization has been disclosed or reported by the Servicer, and the extent
of
outsourcing the Servicer uses;
-a
description of any material changes to the Servicer’s policies or procedures in
the servicing function it will perform under this Agreement and any
Reconstitution Agreements for mortgage loans of the type similar to the Mortgage
Loans during the past three years;
-information
regarding the Servicer’s financial condition to the extent that there is a
material risk that the effect on one or more aspects of servicing resulting
from
such financial condition could have a material impact on the performance
of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage
loans of the same asset type as the Mortgage Loans;
-any
special or unique factors involved in servicing loans of the same type as
the
Mortgage Loans, and the Servicer’s processes and procedures designed to address
such factors;
-statistical
information regarding principal and interest advances made by the Servicer
on
the Mortgage Loans and the Servicer’s overall servicing portfolio for the past
three years; and
-the
Owner’s process for handling delinquencies, losses, bankruptcies and recoveries,
such as through liquidation of REO Properties, foreclosure, sale of the Mortgage
Loans or workouts.
Item
1117
-describe
any legal proceedings pending against the Servicer or against any of its
property, including any proceedings known to be contemplated by governmental
authorities, that may be material to the holders of the securities issued
in the
Pass-Through Transfer.
Item
1119(a)
-describe
any affiliations of the Servicer, each other originator of the Mortgage Loans
and each Subservicer with the sponsor, depositor, issuing entity, trustee,
any
originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through
Transfer.
Item
1119(b)
-describe
any business relationship, agreement, arrangement, transaction or understanding
entered into outside of the ordinary course of business or on terms other
than
those obtained in an arm’s length transaction with an unrelated third party,
apart from the Pass-Through Transfer, between the Servicer, each other
originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective
affiliates, that exists currently or has existed during the past two years,
that
may be material to the understanding of an investor in the securities issued
in
the Pass-Through Transfer.
Item
1119(c)
-describe
any business relationship, agreement, arrangement, transaction or understanding
involving or relating to the Mortgage Loans or the Pass-Through Transfer,
including the material terms and approximate dollar amount involved, between
the
Servicer, each other originator of the Mortgage Loans and each Subservicer,
or
their respective affiliates and the sponsor, depositor or issuing entity
or
their respective affiliates, that exists currently or has existed during
the
past two years.
EXHIBIT
J
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
(RMBS
unless otherwise noted)
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.
|
RegAB
Reference
|
Servicing
Criteria
|
Servicers
|
|
General
Servicing Considerations
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
|
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
|
|
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.
|
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
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on 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.
|
|
[NAME
OF OWNER] [NAME OF SUBSERVICER]
|
|
|
Date:
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
K
REPORTING
DATA FOR REALIZED LOSSES AND GAINS
Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
The
numbers on the 332 form correspond with the numbers listed below.
|
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an Amortization Schedule from date of default through liquidation
breaking
out the net interest and servicing fees advanced is
required.
|
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out
the net
interest and servicing fees advanced is required.
|
|
4-12.
|
Complete
as applicable. Required documentation:
|
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
13.
The
total
of lines 1 through 12.
Credits:
14-21.
Complete
as applicable. Required documentation:
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow Agent / Attorney
Letter
of
Proceeds Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
Part
B/Supplemental proceeds.
23. The
total
derived from subtracting line 22 from 13. If the amount represents a realized
gain, show the amount in parenthesis ( ).
Calculation
of Realized Loss/Gain Form 332
|
Prepared
by: __________________
|
Date:
_______________
|
|
Phone:
______________________
|
Email
Address:_____________________
|
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO Sale
3rd
Party Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
|
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
|||||
|
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
|||||
|
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
|||||
|
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
|||||
|
|
(5)
|
Taxes
|
________________
|
(5)
|
|||||
|
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
|||||
|
|
(7)
|
MI/Hazard
Insurance Premiums
|
________________
|
(7)
|
|||||
|
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
|||||
|
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
|||||
|
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
|||||
|
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
|||||
|
|
(12)
|
Other
(itemize)
|
$________________
|
(12)
|
|||||
|
|
Cash
for Keys__________________________
|
|
________________
|
|
|||||
|
|
HOA/Condo
Fees_______________________
|
|
________________
|
|
|||||
|
|
______________________________________
|
|
________________
|
|
|||||
|
|
______________________________________
|
|
________________
|
|
|||||
|
|
Total
Expenses
|
|
$
_______________
|
(13)
|
|||||
|
|
Credits:
|
|
|
|
|||||
|
|
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
|||||
|
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
|||||
|
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
|||||
|
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
|||||
|
|
(18)
|
Primary
Mortgage Insurance Proceeds
|
________________
|
(18)
|
|||||
| HUD Part A | ________________ | (18a) | |||||||
| HUD Part B |
________________
|
(18b) | |||||||
|
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
|||||
|
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
|||||
|
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
|||||
|
|
_________________________________________
|
|
_________________
|
|
|||||
|
|
_________________________________________
|
|
_________________
|
|
|||||
|
|
Total
Credits
|
$________________
|
(22)
|
||||||
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
|||||||
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
|
|
||||||
|
|
||||||
|
|
||||||
|
|
||||||
|
|
||||||
|
|
||||||
|
|
||||||
|
|
EXHIBIT
I-3
EMC
MORTGAGE CORPORATION
Purchaser,
NATIONAL
CITY MORTGAGE COMPANY
Company,
PURCHASE,
WARRANTIES AND SERVICING AGREEMENT
Dated
as
of October 1, 2001
(Fixed
and Adjustable Rate Mortgage Loans)
TABLE
OF CONTENTS
|
ARTICLE
I
|
|
Section
1.01 Defined Terms
|
|
ARTICLE
II
|
|
Section
2.02 Purchase Price
|
|
Section
2.03 Servicing of Mortgage Loans
|
|
Section
2.04 Record Title and Possession of Mortgage Files;
|
|
Maintenance
of Servicing Files
|
|
Section
2.05 Books and Records
|
|
Section
2.06 Transfer of Mortgage Loans
|
|
Section
2.07 Delivery of Mortgage Loan Documents
|
|
Section
2.08 Quality Control Procedures
|
|
Section
2.09 Near-term Principal Prepayments; Near Term Payment
Defaults
|
|
ARTICLE
III
|
|
Section
3.01 Representations and Warranties of the Company
|
|
Section
3.02 Representations and Warranties as to
|
|
Individual
Mortgage Loans
|
|
Section
3.03 Repurchase; Substitution
|
|
Section
3.04 Representations and Warranties of the Purchaser
|
|
ARTICLE
IV
|
|
Section
4.01 Company to Act as Servicer
|
|
Section
4.02 Collection of Mortgage Loan Payments
|
|
Section
4.03 Realization Upon Defaulted Mortgage Loans
|
|
Section
4.04 Establishment of Custodial Accounts;
|
|
Deposits
in Custodial Accounts
|
|
Section
4.05 Permitted Withdrawals from the
|
|
Custodial
Account
|
|
Section
4.06 Establishment of Escrow Accounts;
|
|
Deposits
in Escrow Accounts
|
|
Section
4.07 Permitted Withdrawals From Escrow Account
|
|
Section
4.08 Payment of Taxes, Insurance and Other
|
|
Charges;
Maintenance of Primary Mortgage
|
|
Insurance
Policies; Collections Thereunder
|
|
Section
4.09 Transfer of Accounts
|
|
Section
4.10 Maintenance of Hazard Insurance
|
|
Section
4.11 Maintenance of Mortgage Impairment
|
|
Insurance
Policy
|
|
Section
4.12 Fidelity Bond, Errors and Omissions
|
|
Insurance
|
|
Section
4.13 Title, Management and Disposition of REO Property
|
|
Section
4.14 Notification of Maturity Date
|
|
ARTICLE
V
|
|
Section
5.01 Distributions
|
|
Section
5.02 Statements to the Purchaser
|
|
Section
5.03 Monthly Advances by the Company
|
|
Section
5.04 Liquidation Reports
|
|
ARTICLE
VI
|
|
Section
6.02 Satisfaction of Mortgages and Release
|
|
of
Mortgage Files
|
|
Section
6.03 Servicing Compensation
|
|
Section
6.04 Annual Statement as to Compliance
|
|
Section
6.05 Annual Independent Certified Public
|
|
Accountants’
Servicing Report
|
|
Section
6.06 Purchaser’s Right to Examine Company Records
|
|
ARTICLE
VII
|
|
Section
7.01 Company Shall Provide Information as Reasonably
|
|
Required
|
|
ARTICLE
VIII
|
|
Section
8.02 Merger or Consolidation of the Company
|
|
Section
8.03 Limitation on Liability of the Company and Others
|
|
Section
8.04 Company Not to Assign or Resign
|
|
Section
8.05 No Transfer of Servicing
|
|
ARTICLE
IX
|
|
Section
9.01 Events of Default
|
|
Section
9.02 Waiver of Defaults
|
|
ARTICLE
X
|
|
Section
10.01 Termination
|
|
ARTICLE
XI
|
|
Section
11.01 Successor to the Company
|
|
Section
11.02 Amendment
|
|
Section
11.03 Recordation of Agreement
|
|
Section
11.04 Governing Law
|
|
Section
11.05 Notices
|
|
Section
11.06 Severability of Provisions
|
|
Section
11.07 Exhibits
|
|
Section
11.08 General Interpretive Principles
|
|
Section
11.09 Reproduction of Documents
|
|
Section
11.10 Confidentiality of Information
|
|
Section
11.11 Recordation of Assignment of Mortgage
|
|
Section
11.12 Assignment by Purchaser
|
|
Section
11.13 No Partnership
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Section
11.14 Execution: Successors and Assigns
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Section
11.15 Entire Agreement
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Section
11.16 No Solicitation
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Section
11.17 Closing
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Section
11.18 Cooperation of Company with
Reconstitution
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EXHIBITS
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A
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Contents
of Mortgage File
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B
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Custodial
Account Letter Agreement
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C
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Escrow
Account Letter Agreement
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D
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Form
of Assignment, Assumption and Recognition Agreement
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E
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Form
of Trial Balance
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F
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[reserved]
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G
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Request
for Release of Documents and Receipt
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H
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Company’s
Underwriting Guidelines
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I
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Form
of Term Sheet
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This
is a
Purchase, Warranties and Servicing Agreement, dated as of October 1, 2001
and is
executed between EMC MORTGAGE CORPORATION, as Purchaser (the "Purchaser"),
and
NATIONAL CITY MORTGAGE COMPANY (the "Company").
W I T N E
S S E T H
:
ARTICLE
I
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meaning specified in this
Article:
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, those mortgage servicing practices (including
collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction
where
the related Mortgaged Property is located, and which are in accordance
with
Xxxxxx Xxx servicing practices and procedures, for MBS pool mortgages,
as
defined in the Xxxxxx Mae Guides including future updates.
Adjustment
Date:
As to
each adjustable rate Mortgage Loan, the date on which the Mortgage Interest
Rate
is adjusted in accordance with the terms of the related Mortgage
Note.
Agreement:
This
Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised
Value:
With
respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the time of
origination of the Mortgage Loan by an appraiser who met the requirements
of the
Company and Xxxxxx Xxx.
Assignment:
An
individual assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record
the sale
or transfer of the Mortgage Loan.
BIF:
The
Bank Insurance Fund, or any successor thereto.
Business
Day:
Any day
other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State
of
New York or Ohio, or (iii) a day on which banks in the State of New York
or Ohio
are authorized or obligated by law or executive order to be closed.
Closing
Date:
With
respect to any Mortgage Loan, the date stated on the related Term Sheet,
which
are expected to be the dates set forth in the related Confirmation.
Code: The
Internal Revenue Code of 1986, or any successor statute thereto.
Company: National
City Mortgage Company, their successors in interest and assigns, as permitted
by
this Agreement.
Company's
Officer's Certificate:
A
certificate signed by the Chairman of the Board, President, any Vice President
or Treasurer of Company stating the date by which Company expects to receive
any
missing documents sent for recording from the applicable recording
office.
Condemnation
Proceeds:
All
awards or settlements in respect of a Mortgaged Property, whether permanent
or
temporary, partial or entire, by exercise of the power of eminent domain
or
condemnation, to the extent not required to be released to a Mortgagor
in
accordance with the terms of the related Mortgage Loan Documents.
Confirmation:
The
Trade
Confirmation Letter between the Purchaser and the Company which relates
to the
Mortgage Loans.
Co-op
Lease:
With
respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by
the Mortgagor and relating to the stock allocated to the related dwelling
unit.
Co-op
Loan:
A
Mortgage Loan secured by the pledge of stock allocated to a dwelling unit
in a
residential cooperative housing corporation and a collateral assignment
of the
related Co-op Lease.
Current
Appraised Value: With
respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the Company (by an appraiser who met the requirements
of the
Company and Xxxxxx Mae) at the request of a Mortgagor for the purpose of
canceling a Primary Mortgage Insurance Policy in accordance with federal,
state
and local laws and regulations or otherwise made at the request of the
Company
or Mortgagor.
Current
LTV: The
ratio
of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
Value of the Mortgaged Property.
Custodial
Account:
Each
separate demand account or accounts created and maintained pursuant to
Section
4.04 which shall be entitled "National City Mortgage Company, in trust
for the
[Purchaser], Owner of Mortgage Loans" and shall be established in an Eligible
Account, in the name of the Person that is the "Purchaser" with respect
to the
related Mortgage Loans.
Custodian:
With
respect to any Mortgage Loan, the entity stated on the related Term Sheet,
and
its successors and assigns, as custodian for the Purchaser.
Cut-off
Date:
With
respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination
Date:
The
15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the related Remittance
Date.
Due
Date:
The day
of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
of any days of grace, which is the first day of the month.
Due
Period:
With
respect to any Remittance Date, the period commencing on the second day
of the
month preceding the month of such Remittance Date and ending on the first
day of
the month of the Remittance Date.
Eligible
Account:
An
account established and maintained: (i) within FDIC insured accounts created,
maintained and monitored by the Company so that all funds deposited therein
are
fully insured, or (ii) as
a trust
account with the corporate trust department of a depository institution
or trust
company organized under the laws of the United States of America or any
one of
the states thereof or the District of Columbia which is not affiliated
with the
Company (or any sub-servicer) or (iii) with an entity which is an institution
whose
deposits are insured by the FDIC, the unsecured and uncollateralized long-term
debt obligations of which shall be rated “A2” or higher by Moody’s and “A” or
higher by either Standard & Poor’s or Fitch, Inc. or
one of
the two highest short-term ratings by any applicable Rating Agency, and
which is
either (a) a federal savings association duly organized, validly existing
and in
good standing under the federal banking laws, (b) an institution duly organized,
validly existing and in good standing under the applicable banking laws
of any
state, (c) a national banking association under the federal banking laws,
or (d)
a principal subsidiary of a bank holding company,
or (iv)
if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities,
the equivalent required ratings of each Rating Agency, and held such that
the
rights of the Purchaser and the owner of the Mortgage Loans shall be fully
protected against the claims of any creditors of the Company (or any
sub-servicer) and of any creditors or depositors of the institution in
which
such account is maintained or (v) in a separate non-trust account without
FDIC
or other insurance in an Eligible Institution. In the event that a Custodial
Account is established pursuant to clause (iii), (iv) or (v) of the preceding
sentence, the Company shall provide the Purchaser with written notice on
the
Business Day following the date on which the applicable institution fails
to
meet the applicable ratings requirements.
Eligible
Institution:
National City Bank Ohio, or an institution having (i) the highest short-term
debt rating, and one of the two highest long-term debt ratings of each
Rating
Agency; or (ii) with respect to any Custodial Account, an unsecured long-term
debt rating of at least one of the two highest unsecured long-term debt
ratings
of each Rating Agency.
Equity
Take-Out Refinanced Mortgage Loan:
A
Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding
principal balance of the existing mortgage loan as defined in the Xxxxxx
Xxx
Guide(s).
Escrow
Account:
Each
separate trust account or accounts created and maintained pursuant to Section
4.06 which shall be entitled " National City Mortgage Company, in trust
for the
[Purchaser], Owner of Mortgage Loans, and various Mortgagors" and shall
be
established in an Eligible Account, in the name of the Person that is the
"Purchaser" with respect to the related Mortgage Loans.
Escrow
Payments:
With
respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
assessments, water rates, sewer rents, municipal charges, mortgage insurance
premiums, fire and hazard insurance premiums, condominium charges, and
any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant
to
the Mortgage or any other document.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 9.01.
Xxxxxx
Mae: The
Federal National Mortgage Association, or any successor thereto.
Xxxxxx
Xxx Guide(s):
The
Xxxxxx Mae Selling Guide and the Xxxxxx Xxx Servicing Guide and all amendments
or additions thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC:
The
Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC
Guide:
The
FHLMC Single Family Seller/Servicer Guide and all amendments or additions
thereto.
Fidelity
Bond:
A
fidelity bond to be maintained by the Company pursuant to Section
4.12.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
GAAP:
Generally accepted accounting principles, consistently applied.
HUD:
The
United States Department of Housing and Urban Development or any
successor.
Index:
With
respect to any adjustable rate Mortgage Loan, the index identified on the
Mortgage Loan Schedule and set forth in the related Mortgage Note for the
purpose of calculating the interest rate thereon.
Initial
Rate Cap: As
to
each adjustable rate Mortgage Loan, where applicable, the maximum increase
or
decrease in the Mortgage Interest Rate on the first Adjustment
Date.
Insurance
Proceeds:
With
respect to each Mortgage Loan, proceeds of insurance policies insuring
the
Mortgage Loan or the related Mortgaged Property.
Lender
Primary Mortgage Insurance Policy: Any
Primary Mortgage Insurance Policy for which premiums are paid by the
Company.
Lender
Paid Mortgage Insurance Rate:
The
Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to
the
percentage shown on the Mortgage Loan Schedule.
Lifetime
Rate Cap:
As to
each Mortgage Loan, the maximum Mortgage Interest Rate over the term of
such
Mortgage Loan.
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee's
sale,
foreclosure sale or otherwise.
Loan-to-Value
Ratio or LTV:
With
respect to any Mortgage Loan, the ratio of the original outstanding principal
amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged
Property as of the Origination Date with respect to a Refinanced Mortgage
Loan,
and (ii) the lesser of the Appraised Value of the Mortgaged Property as
of the
Origination Date or the purchase price of the Mortgaged Property with respect
to
all other Mortgage Loans.
Margin:
With
respect to each adjustable rate Mortgage Loan, the fixed percentage amount
set
forth in each related Mortgage Note which is added to the Index in order
to
determine the related Mortgage Interest Rate, as set forth in the Mortgage
Loan
Schedule.
Monthly
Advance:
The
aggregate of the advances made by the Company on any Remittance Date pursuant
to
Section 5.03.
Monthly
Payment:
The
scheduled monthly payment of principal and interest on a Mortgage Loan
which is
payable by a Mortgagor under the related Mortgage Note.
Mortgage:
The
mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real
property
securing the Mortgage Note.
Mortgage
File:
The
mortgage documents pertaining to a particular Mortgage Loan which are specified
in Exhibit A hereto and any additional documents required to be added to
the
Mortgage File pursuant to this Agreement.
Mortgage
Impairment Insurance Policy:
A
mortgage impairment or blanket hazard insurance policy as required by Section
4.11.
Mortgage
Interest Rate:
The
annual rate at which interest accrues on any Mortgage Loan, which may be
adjusted from time to time for an adjustable rate Mortgage Loan, in accordance
with the provisions of the related Mortgage Note.
Mortgage
Loan:
An
individual mortgage loan which is the subject of this Agreement, each Mortgage
Loan originally sold and subject to this Agreement being identified on
the
Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage
Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan, excluding
replaced or repurchased mortgage loans.
Mortgage
Loan Documents:
The
documents listed in
Exhibit A.
Mortgage
Loan Remittance Rate:
With
respect to each Mortgage Loan, the annual rate of interest remitted to
the
Purchaser, which shall be equal to the Mortgage Interest Rate minus the
Servicing Fee Rate minus the Lender Paid Mortgage Insurance Rate, if
any.
Mortgage
Loan Schedule:
The
schedule of Mortgage Loans annexed to the related Term Sheet, such schedule
setting forth the following information with respect to each Mortgage Loan
in
the related Mortgage Loan Package:
(1) the
Company's Mortgage Loan identifying number;
(2) the
Mortgagor's first and last name;
(3)
the
street address of the Mortgaged Property including the city, state and
zip
code;
(4) a
code
indicating whether the Mortgaged Property is owner-occupied, a second home
or an
investor property;
(5) the
type
of residential property constituting the Mortgaged Property;
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(6)
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the
original months to maturity of the Mortgage
Loan;
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(7) the
remaining months to maturity from the related Cut-off Date, based on the
original amortization schedule and, if different, the maturity expressed
in the
same manner but based on the actual amortization schedule;
(8) the
Sales
Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
origination;
(9) the
Mortgage Interest Rate as of origination and as of the related Cut-off
Date;
with respect to each adjustable rate Mortgage Loan, the initial Adjustment
Date,
the next Adjustment Date immediately following the related Cut-off Date,
the
Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if
any,
minimum Mortgage Interest Rate under the terms of the Mortgage Note and
the
Lifetime Rate Cap;
(10) the
Origination Date of the Mortgage Loan;
(11) the
stated maturity date;
(12) the
amount of the Monthly Payment at origination;
(13) the
amount of the Monthly Payment as of the related Cut-off Date;
(14) the
original principal amount of the Mortgage Loan;
(15) the
scheduled Stated Principal Balance of the Mortgage Loan as of the close
of
business on the related Cut-off Date, after deduction of payments of principal
due on or before the related Cut-off Date whether or not collected;
(16)
a
code
indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, equity take-out refinance);
(17)
a
code
indicating the documentation style (i.e. full, alternative, etc.);
(18) the
number of times during the twelve (12) month period preceding the related
Closing Date that any Monthly Payment has been received after the month
of its
scheduled due date;
(19) the
date
on which the first payment is or was due;
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(20)
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a
code indicating whether or not the Mortgage Loan is the subject
of a
Primary Mortgage Insurance Policy and
the name of the related insurance carrier;
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(21)
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a
code indicating whether or not the Mortgage Loan is the subject
of a
Lender Primary Mortgage Insurance Policy and
the name of the related insurance carrier;
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(22)
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a
code indicating whether or not the Mortgage Loan is currently
convertible
and the conversion spread;
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(23)
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the
last Due Date on which a Monthly Payment was actually applied
to the
unpaid principal balance of the Mortgage
Loan.
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(24)
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product
type (i.e. fixed, 3/1, 5/1, etc.);
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(25)
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credit
score and/or mortgage score, if
applicable;
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(26)
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the
Lender Paid Mortgage Insurance
Rate;
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(27)
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a
code indicating whether or not the Mortgage Loan has a prepayment
penalty
and if so, the amount and term thereof;
and
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(28)
the
Current Appraised Value of the Mortgage Loan and Current LTV, if
applicable.
With
respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
attached to the related Term Sheet shall set forth the following information,
as
of the related Cut-off Date:
(1) the
number of Mortgage Loans;
(2) the
current aggregate outstanding principal balance of the Mortgage
Loans;
(3) the
weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the
weighted average maturity of the Mortgage Loans; and
(5)
the
weighted average months to next Adjustment Date;
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged
Property:
The
underlying real property securing repayment of a Mortgage Note, consisting
of a
single parcel of real estate considered to be real estate under the laws
of the
state in which such real property is located which may include condominium
units
and planned unit developments, improved by a residential dwelling; except
that
with respect to real property located in jurisdictions in which the use
of
leasehold estates for residential properties is a widely-accepted practice,
a
leasehold estate of the Mortgage, the term of which is equal to or longer
than
the term of the Mortgage.
Mortgagor:
The
obligor on a Mortgage Note.
OCC:
Office
of the Comptroller of the Currency, its successors and assigns.
Officers'
Certificate:
A
certificate signed by the Chairman of the Board, the Vice Chairman of the
Board,
the President, a Senior Vice President or a Vice President or by the Treasurer
or the Secretary or one of the Assistant Treasurers or Assistant Secretaries
of
the Company, and delivered to the Purchaser as required by this
Agreement.
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the party on behalf
of
whom the opinion is being given, reasonably acceptable to the
Purchaser.
Origination
Date:
The
date on which a Mortgage Loan funded, which date shall not, in connection
with a
Refinanced Mortgage Loan, be the date of the funding of the debt being
refinanced, but rather the closing of the debt currently outstanding under
the
terms of the Mortgage Loan Documents.
Periodic
Rate Cap:
As to
each adjustable rate Mortgage Loan, the maximum increase or decrease in
the
Mortgage Interest Rate on any Adjustment Date, as set forth in the related
Mortgage Note and the related Mortgage Loan Schedule.
Permitted
Investments:
Any one
or more of the following obligations or securities:
(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;
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(ii)
(a) demand or time deposits, federal funds or bankers' acceptances
issued
by any depository institu-tion or trust company incorporated 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,
provided that the commercial paper and/or the short-term deposit
rating
and/or the long-term unsecured debt obligations or deposits of
such
depository institution or trust company at the time of such investment
or
contractual commitment providing for such investment are rated
in one of
the two highest rating categories by each Rating Agency and (b)
any other
demand or time deposit or certificate of deposit that is fully
insured by
the FDIC;
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(iii)
repurchase obligations with a term not to exceed thirty (30)
days and with
respect to (a) any security described in clause (i) above and
entered into
with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
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(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 that are rated in one of the two highest rating
categories by each Rating Agency at the time of such in-vestment
or
contractual commitment providing for such investment; provided,
however,
that securities issued by any particular corporation will not
be Permitted
Investments to the extent that investments therein will cause
the then
outstanding principal amount of secur-ities issued by such corporation
and
held as Permitted Investments to exceed 10% of the aggregate
outstand-ing
principal balances of all of the Mortgage Loans and Permitted
Investments;
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(v)
commercial paper (including both non-interest-bearing discount
obligations
and interest-bearing obliga-tions payable on demand or on a specified
date
not more than one year after the date of issuance there-of) which
are
rated in one of the two highest rating categories by each Rating
Agency at
the time of such investment;
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(vi)
any other demand, money market or time deposit, obligation, security
or
investment as may be acceptable to each Rating Agency as evidenced
in
writing by each Rating Agency; and
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(vii)
any money market funds the collateral of which consists of obligations
fully guaranteed by the United States of America or any agency
or
instru-ment-al-ity of the United States of America the obligations
of
which are backed by the full faith and credit of the United States
of
America (which may include repurchase obligations secured by
collateral
described in clause (i)) and other securities and which money
market funds
are rated in one of the two highest rating categories by each
Rating
Agency.
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provided,
however,
that no
instrument or security shall be a Permitted Investment if such instrument
or
security evidences a right to receive only interest payments with respect
to the
ob-li-ga-tions underlying such instrument or if such security provides
for
payment of both principal and interest with a yield to matur-ity in excess
of
120% of the yield to maturity at par or if such investment or security
is
purchased at a price greater than par.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
Prepayment
Interest Shortfall:
With
respect to any Remittance Date, for each Mortgage Loan that was the subject
of a
Principal Prepayment during the related Prepayment Period, an amount equal
to
the excess of one month’s interest at the applicable Mortgage Loan Remittance
Rate on the amount of such Principal Prepayment over the amount of interest
(adjusted to the Mortgage Loan Remittance Rate) actually paid by the related
Mortgagor with respect to such Prepayment Period.
Prepayment
Period: With
respect to any Remittance Date, the calendar month preceding the month
in which
such Remittance Date occurs.
Primary
Mortgage Insurance Policy:
Each
primary policy of mortgage insurance represented to be in effect pursuant
to
Section 3.02(hh), or any replacement policy therefor obtained by the Company
pursuant to Section 4.08.
Prime
Rate:
The
prime rate announced to be in effect from time to time as published as
the
average rate in the Wall Street Journal (Northeast Edition).
Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan full or partial
which
is received in advance of its scheduled Due Date, including any prepayment
penalty or premium thereon and which is not accompanied by an amount of
interest
representing scheduled interest due on any date or dates in any month or
months
subsequent to the month of prepayment.
Purchase
Price:
As
defined in Section 2.02.
Purchaser:
EMC
Mortgage Corporation, its successors in interest and assigns.
Qualified
Appraiser:
An
appraiser, duly appointed by the Company, who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security
thereof,
and whose compensation is not affected by the approval or disapproval of
the
Mortgage Loan, and such appraiser and the appraisal made by such appraiser
both
satisfy the requirements of Title XI of FIRREA and the regulations promulgated
thereunder and the requirements of Xxxxxx Mae, all as in effect on the
date the
Mortgage Loan was originated.
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in
which
the Mortgaged Properties are located, duly authorized and licensed in such
states to transact the applicable insurance business and to write the insurance
provided, approved as an insurer by Xxxxxx Xxx or FHLMC.
Rating
Agency:
Xxxxx’x
Investors Service, Standard & Poor's, Fitch, Inc. or, in the event that some
or all of the ownership of the Mortgage Loans is evidenced by mortgage-backed
securities, the nationally recognized rating agencies issuing ratings with
respect to such securities, if any.
Refinanced
Mortgage Loan:
A
Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property
prior to the origination of such Mortgage Loan and the proceeds of which
were
used in whole or part to satisfy an existing mortgage.
REMIC:
A "real
estate mortgage investment conduit," as such term is defined in Section
860D of
the Code.
REMIC
Provisions:
The
provisions of the federal income tax law relating to REMICs, which appear
at
Sections 860A through 860G of the Code, and the related provisions and
regulations promulgated thereunder, as the foregoing may be in effect from
time
to time.
Remittance
Date:
The
18th day of any month, beginning with the First Remittance Date, or if
such 18th
day is not a Business Day, the first Business Day immediately preceding
such
18th day.
REO
Disposition:
The
final sale by the Company of any REO Property.
REO
Disposition Proceeds:
Amounts
received by the Company in connection with a related REO
Disposition.
REO
Property:
A
Mortgaged Property acquired by the Company on behalf of the Purchaser as
described in Section 4.13.
Repurchase
Price:
With
respect to any Mortgage Loan, a price equal to (i) the
product of the greater of 100% or the percentage of par as stated in the
Confirmation multiplied by the Stated Principal Balance
of such Mortgage Loan on the repurchase date,
plus
(ii) interest on such outstanding principal balance at the Mortgage Loan
Remittance Rate from the last date through which interest has been paid
and
distributed to the Purchaser to the end of the month of repurchase, plus,
(iii)
third party expenses incurred in connection with the transfer of the Mortgage
Loan being repurchased; less amounts received or advanced in respect of
such
repurchased Mortgage Loan which are being held in the Custodial Account
for
distribution in the month of repurchase.
Servicing
Advances:
All
customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the
performance by the Company of its servicing obligations, including, but
not
limited to, the cost of (a) the preservation, restoration and protection
of the
Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
or any legal work or advice specifically related to servicing the Mortgage
Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
drug seizures, elections, foreclosures by subordinate or superior lienholders,
and other legal actions incidental to the servicing of the Mortgage Loans
(provided that such expenses are reasonable and that the Company specifies
the
Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request,
provides documentation supporting such expense (which documentation would
be
acceptable to Xxxxxx Xxx), and provided further that any such enforcement,
administrative or judicial proceeding does not arise out of a breach of
any
representation, warranty or covenant of the Company hereunder), (c) the
management and liquidation of the Mortgaged Property if the Mortgaged Property
is acquired in full or partial satisfaction of the Mortgage, (d) taxes,
assessments, water rates, sewer rates and other charges which are or may
become
a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy
premiums and fire and hazard insurance coverage, (e) any expenses reasonably
sustained by the Company with respect to the liquidation of the Mortgaged
Property in accordance with the terms of this Agreement and (f) compliance
with
the obligations under Section 4.08.
Servicing
Fee:
With
respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall
pay to the Company, which shall, for a period of one full month, be equal
to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding
principal balance of such Mortgage Loan. Such fee shall be payable monthly,
computed on the basis of the same principal amount and period respecting
which
any related interest payment on a Mortgage Loan is computed. The obligation
of
the Purchaser to pay the Servicing Fee is limited to, and the Servicing
Fee is
payable solely from, the interest portion of such Monthly Payment collected
by
the Company, or as otherwise provided under Section 4.05 and in accordance
with
the Xxxxxx Mae Guide(s). Any fee payable to the Company for administrative
services related to any REO Property as described in Section 4.13 shall
be
payable from Liquidation Proceeds of the related REO Property.
Servicing
Fee Rate:
As set
forth in the related Term Sheet.
Servicing
File:
With
respect to each Mortgage Loan, the file retained by the Company consisting
of
originals of all documents in the Mortgage File which are not delivered
to the
Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A,
the
originals of which are delivered to the Purchaser or its designee pursuant
to
Section 2.04.
Servicing
Officer:
Any
officer of the Company involved in, or responsible for, the administration
and
servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by the Company to the Purchaser upon request, as such
list
may from time to time be amended.
Stated
Principal Balance:
As to
each Mortgage Loan as of any date of determination, (i) the principal balance
of
such Mortgage Loan at the Cut-off Date after giving effect to payments
of
principal due on or before such date, whether or not received, minus (ii)
all
amounts previously distributed to the Purchaser with respect to the Mortgage
Loan representing payments or recoveries of principal or advances in lieu
thereof.
Subservicer:
Any
subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
Agreement. Any subservicer shall meet the qualifications set forth in Section
4.01.
Subservicing
Agreement:
An
agreement between the Company and a Subservicer, if any, for the servicing
of
the Mortgage Loans.
Term
Sheet:
A
supplemental agreement in the form attached hereto as Exhibit I which shall
be
executed and delivered by the Company and the Purchaser to provide for
the sale
and servicing pursuant to the terms of this Agreement of the Mortgage Loans
listed on Schedule I attached thereto, which supplemental agreement shall
contain certain specific information relating to such sale of such Mortgage
Loans and may contain additional covenants relating to such sale of such
Mortgage Loans.
ARTICLE
II
BOOKS
AND RECORDS; CUSTODIAL AGREEMENT;
Section
2.01 Agreement
to Purchase.
The
Company agrees to sell and the Purchaser agrees to purchase the Mortgage
Loans
having an aggregate Stated Principal Balance on the related Cut-off Date
set
forth in the related Term Sheet in an amount as set forth in the Confirmation,
or in such other amount as agreed by the Purchaser and the Company as evidenced
by the actual aggregate Stated Principal Balance of the Mortgage Loans
accepted
by the Purchaser on the related Closing Date, with servicing retained by
the
Company. The Company shall deliver the related Mortgage Loan Schedule attached
to the related Term Sheet for the Mortgage Loans to be purchased on the
related
Closing Date to the Purchaser at least two (2) Business Days prior to the
related Closing Date. The Mortgage Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on
the
related Closing Date.
Section
2.02 Purchase
Price.
The
Purchase Price for each Mortgage Loan shall be the percentage of par as
stated
in the Confirmation (subject to adjustment as provided therein), multiplied
by
the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage
Loan listed on the related Mortgage Loan Schedule attached to the related
Term
Sheet, after application of scheduled payments of principal due on or before
the
related Cut-off Date whether or not collected.
In
addition to the Purchase Price as described above, the Purchaser shall
pay to
the Company, at closing, accrued interest on the Stated Principal Balance
of
each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan
Remittance Rate of each Mortgage Loan from the related Cut-off Date through
the
day prior to the related Closing Date, inclusive.
The
Purchase Price plus accrued interest as set forth in the preceding paragraph
shall be paid on the related Closing Date by wire transfer of immediately
available funds.
Purchaser
shall be entitled to (1) all scheduled principal due after the related
Cut-off
Date, (2) all other recoveries of principal collected on or after the related
Cut-off Date (provided, however, that all scheduled payments of principal
due on
or before the related Cut-off Date and collected by the Company or any
successor
servicer after the related Cut-off Date shall belong to the Company), and
(3)
all payments of interest on the Mortgage Loans net of applicable Servicing
Fees
(minus that portion of any such payment which is allocable to the period
prior
to the related Cut-off Date). The outstanding principal balance of each
Mortgage
Loan as of the related Cut-off Date is determined after application of
payments
of principal due on or before the related Cut-off Date whether or not collected,
together with any unscheduled principal prepayments collected prior to
the
related Cut-off Date; provided, however, that payments of scheduled principal
and interest prepaid for a Due Date beyond the related Cut-off Date shall
not be
applied to the principal balance as of the related Cut-off Date. Such prepaid
amounts shall be the property of the Purchaser. The Company shall deposit
any
such prepaid amounts into the Custodial Account, which account is established
for the benefit of the Purchaser for subsequent remittance by the Company
to the
Purchaser.
Section
2.03 Servicing
of Mortgage Loans.
Simultaneously
with the execution and delivery of each Term Sheet, the Company does hereby
agree to directly service the Mortgage Loans listed on the related Mortgage
Loan
Schedule attached to the related Term Sheet subject to the terms of this
Agreement and the related Term Sheet. The rights of the Purchaser to receive
payments with respect to the related Mortgage Loans shall be as set forth
in
this Agreement.
Section
2.04 Record
Title and Possession of Mortgage Files;
Maintenance of Servicing Files.
As
of the
related Closing Date, the Company sold, transferred, assigned, set over
and
conveyed to the Purchaser, without recourse, and the Company hereby acknowledges
that the Purchaser has, but subject to the terms of this Agreement and
the
related Term Sheet, all the right, title and interest of the Company in
and to
the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian
designated by Purchaser, on or before the related Closing Date, at the
expense
of the Company. The Company shall maintain a Servicing File consisting
of a copy
of the contents of each Mortgage File and the originals of the documents
in each
Mortgage File not delivered to the Purchaser. The Servicing File shall
contain
all documents necessary to service the Mortgage Loans. The possession of
each
Servicing File by the Company is at the will of the Purchaser, for the
sole
purpose of servicing the related Mortgage Loan, and such retention and
possession by the Company is in a custodial capacity only. From the related
Closing Date, the ownership of each Mortgage Loan, including the Mortgage
Note,
the Mortgage, the contents of the related Mortgage File and all rights,
benefits, proceeds and obligations arising therefrom or in connection therewith,
has been vested in the Purchaser. All rights arising out of the Mortgage
Loans
including, but not limited to, all funds received on or in connection with
the
Mortgage Loans and all records or documents with respect to the Mortgage
Loans
prepared by or which come into the possession of the Company shall be received
and held by the Company in trust for the benefit of the Purchaser as the
owner
of the Mortgage Loans. Any portion of the Mortgage Files retained by the
Company
shall be appropriately identified in the Company's computer system to clearly
reflect the ownership of the Mortgage Loans by the Purchaser. The Company
shall
release its custody of the contents of the Mortgage Files only in accordance
with written instructions of the Purchaser, except when such release is
required
as incidental to the Company's servicing of the Mortgage Loans or is in
connection with a repurchase of any Mortgage Loan or Loans with respect
thereto
pursuant to this Agreement and the related Term Sheet, such written instructions
shall not be required.
Section
2.05 Books
and Records.
The
sale
of each Mortgage Loan has been reflected on the Company's balance sheet
and
other financial statements as a sale of assets by the Company. The Company
shall
be responsible for maintaining, and shall maintain, a complete set of books
and
records for the Mortgage Loans that shall be appropriately identified in
the
Company's computer system to clearly reflect the ownership of the Mortgage
Loan
by the Purchaser. In particular, the Company shall maintain in its possession,
available for inspection by the Purchaser, or its designee and shall deliver
to
the Purchaser upon demand, evidence of compliance with all federal, state
and
local laws, rules and regulations, and requirements of Xxxxxx Xxx or FHLMC,
as
applicable, including but not limited to documentation as to the method
used in
determining the applicability of the provisions of the Flood Disaster Protection
Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
insurance coverage of any condominium project as required by Xxxxxx Mae
or
FHLMC, and periodic inspection reports as required by Section 4.13. To
the
extent that original documents are not required for purposes of realization
of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the
Company
may be in the form of microfilm or microfiche.
The
Company shall maintain with respect to each Mortgage Loan and shall make
available for inspection by any Purchaser or its designee the related Servicing
File during the time the Purchaser retains ownership of a Mortgage Loan
and
thereafter in accordance with applicable laws and regulations.
In
addition to the foregoing, Company shall provide to any supervisory agents
or
examiners that regulate Purchaser, including but not limited to, the FDIC
and
other similar entities, access, during normal business hours, upon reasonable
advance notice to Company and without charge to Company or such supervisory
agents or examiners, to any documentation regarding the Mortgage Loans
that may
be required by any applicable regulator.
Section
2.06. Transfer
of Mortgage Loans.
The
Company shall keep at its servicing office books and records in which,
subject
to such reasonable regulations as it may prescribe, the Company shall note
transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made
unless
such transfer is in compliance with the terms hereof. For the purposes
of this
Agreement, the Company shall be under no obligation to deal with any person
with
respect to this Agreement or any Mortgage Loan unless a notice of the transfer
of such Mortgage Loan has been delivered to the Company in accordance with
this
Section 2.06 and the books and records of the Company show such person
as the
owner of the Mortgage Loan. The Purchaser may, subject to the terms of
this
Agreement, sell and transfer one or more of the Mortgage Loans, provided,
however, that the transferee will not be deemed to be a Purchaser hereunder
binding upon the Company unless such transferee shall agree in writing
to be
bound by the terms of this Agreement and an original counterpart of the
instrument of transfer in an Assignment and Assumption of this Agreement
substantially in the form of Exhibit D hereto executed by the transferee
shall
have been delivered to the Company. The Purchaser also shall advise the
Company
of the transfer. Upon receipt of notice of the transfer, the Company shall
xxxx
its books and records to reflect the ownership of the Mortgage Loans of
such
assignee, and the previous Purchaser shall be released from its obligations
hereunder with respect to the Mortgage Loans sold or transferred.
Section
2.07 Delivery
of Mortgage Loan Documents.
The
Company shall deliver and release to the Purchaser or its designee the
Mortgage
Loan Documents in accordance with the terms of this Agreement and the related
Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5),
(6), (7),
(8), (9) and (16) in Exhibit A hereto shall be delivered by the Company
to the
Purchaser or its designee no later than three (3) Business Days prior to
the
related Closing Date pursuant to a bailee letter agreement. All other documents
in Exhibit A hereto, together with all other documents executed in connection
with the Mortgage Loan that Company may have in its possession, shall be
retained by the Company in trust for the Purchaser. If the Company cannot
deliver the original recorded Mortgage Loan Documents or the original policy
of
title insurance, including riders and endorsements thereto, on the related
Closing Date, the Company shall, promptly upon receipt thereof and in any
case
not later than 120 days from the related Closing Date, deliver such original
documents, including original recorded documents, to the Purchaser or its
designee (unless the Company is delayed in making such delivery by reason
of the
fact that such documents shall not have been returned by the appropriate
recording office). If delivery is not completed within 120 days solely
due to
delays in making such delivery by reason of the fact that such documents
shall
not have been returned by the appropriate recording office, Company shall
deliver such document to Purchaser, or its designee, within such time period
as
specified in a Company's Officer's Certificate. In the event that documents
have
not been received by the date specified in the Company's Officer's Certificate,
a subsequent Company's Officer's Certificate shall be delivered by such
date
specified in the prior Company's Officer's Certificate, stating a revised
date
for receipt of documentation. The procedure shall be repeated until the
documents have been received and delivered. If
delivery is not completed within 180 days solely due to delays in making
such
delivery by reason of the fact that such documents shall not have been
returned
by the appropriate recording office, the Company shall continue to use
its best
efforts to effect delivery as soon as possible thereafter, provided that
if such
documents are not delivered by the 270th day from the date of the related
Closing Date, the Company shall repurchase the related Mortgage Loans at
the
Repurchase Price in accordance with Section 3.03 hereof.
The
Company shall pay all initial recording fees, if any, for the assignments
of
mortgage and any other fees in connection with the transfer of all original
documents to the Purchaser or its designee. Company shall prepare, in recordable
form, all assignments of mortgage necessary to assign the Mortgage Loans
to
Purchaser, or its designee. Company shall be responsible for recording
the
assignments of mortgage.
Company
shall provide an original or duplicate original of the title insurance
policy to
Purchaser or its designee within ninety (90) days of the receipt of the
recorded
documents (required for issuance of such policy) from the applicable recording
office.
Any
review by the Purchaser, or its designee, of the Mortgage Files shall in
no way
alter or reduce the Company's obligations hereunder.
If
the
Purchaser or its designee discovers any defect with respect to a Mortgage
File,
the Purchaser shall, or shall cause its designee to, give written specification
of such defect to the Company which may be given in the exception report
or the
certification delivered pursuant to this Section 2.07, or otherwise in
writing
and the Company shall cure or repurchase such Mortgage Loan in accordance
with
Section 3.03.
The
Company shall forward to the Purchaser, or its designee, original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
one
week of their execution; provided, however, that the Company shall provide
the
Purchaser, or its designee, with a certified true copy of any such document
submitted for recordation within one week of its execution, and shall provide
the original of any document submitted for recordation or a copy of such
document certified by the appropriate public recording office to be a true
and
complete copy of the original within sixty (60) days of its submission
for
recordation.
From
time
to time the Company may have a need for Mortgage Loan Documents to be released
from Purchaser, or its designee. Purchaser shall, or shall cause its designee,
upon the written request of the Company, within ten (10) Business Days,
deliver
to the Company, any requested documentation previously delivered to Purchaser
as
part of the Mortgage File, provided that such documentation is promptly
returned
to Purchaser, or its designee, when the Company no longer requires possession
of
the document, and provided that during the time that any such documentation
is
held by the Company, such possession is in trust for the benefit of Purchaser.
Company shall indemnify Purchaser, and its designee, from and against any
and
all losses, claims, damages, penalties, fines, forfeitures, costs and expenses
(including court costs and reasonable attorney's fees) resulting from or
related
to the loss, damage, or misplacement of any documentation delivered to
Company
pursuant to this paragraph.
Section
2.08 Quality
Control Procedures.
The
Company must have an internal quality control program that verifies, on
a
regular basis, the existence and accuracy of the legal documents, credit
documents, property appraisals, and underwriting decisions. The program
must be
capable of evaluating and monitoring the overall quality of its loan production
and servicing activities. The program is to ensure that the Mortgage Loans
are
originated and serviced in accordance with prudent mortgage banking practices
and accounting principles; guard against dishonest, fraudulent, or negligent
acts; and guard against errors and omissions by officers, employees, or
other
authorized persons.
In
the
event any Principal Prepayment is made by a Mortgagor on or prior to sixty
(60)
days after the related Closing Date, the Company shall remit to the Purchaser
an
amount equal to the excess, if any, of the Purchase Price Percentage over
par
multiplied by the amount of such Principal Prepayment. Such remittance
shall be
made by the Company to Purchaser no later than the third Business Day following
receipt of such Principal Prepayment by the Company.
In
the
event any of the first two (2) scheduled Monthly Payments which are due
under
any Mortgage Loan after the related Cut-off Date are not made during the
month
in which such Monthly Payments are due, then not later than five (5) Business
Days after notice to the Company by Purchaser (and at Purchaser’s sole option),
the Company, shall repurchase such Mortgage Loan from the Purchaser pursuant
to
the repurchase provisions contained in this Subsection 3.03.
ARTICLE
III
Section
3.01 Representations
and Warranties of the Company.
The
Company represents, warrants and covenants to the Purchaser that, as of
the
related Closing Date or as of such date specifically provided
herein:
(a) The
Company is a corporation, duly organized, validly existing and in good
standing
under the laws of the State of Ohio and has all licenses necessary to carry
out
its business as now being conducted, and is licensed and qualified to transact
business in and is in good standing under the laws of each state in which
any
Mortgaged Property is located or is otherwise exempt under applicable law
from
such licensing or qualification or is otherwise not required under applicable
law to effect such licensing or qualification and no demand for such licensing
or qualification has been made upon such Company by any such state, and
in any
event such Company is in compliance with the laws of any such state to
the
extent necessary to ensure the enforceability of each Mortgage Loan and
the
servicing of the Mortgage Loans in accordance with the terms of this
Agreement;
(b)
The
Company has the full power and authority and legal right to hold, transfer
and
convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver
and perform, and to enter into and consummate all transactions contemplated
by
this Agreement and the related Term Sheet and to conduct its business as
presently conducted, has duly authorized the execution, delivery and performance
of this Agreement and the related Term Sheet and any agreements contemplated
hereby, has duly executed and delivered this Agreement and the related
Term
Sheet, and any agreements contemplated hereby, and this Agreement and the
related Term Sheet and each Assignment to the Purchaser and any agreements
contemplated hereby, constitutes a legal, valid and binding obligation
of the
Company, enforceable against it in accordance with its terms, and all requisite
corporate action has been taken by the Company to make this Agreement and
the
related Term Sheet and all agreements contemplated hereby valid and binding
upon
the Company in accordance with their terms;
(c)
Neither the execution and delivery of this Agreement and the related Term
Sheet,
nor the origination or purchase of the Mortgage Loans by the Company, the
sale
of the Mortgage Loans to the Purchaser, the consummation of the transactions
contemplated hereby, or the fulfillment of or compliance with the terms
and
conditions of this Agreement and the related Term Sheet will conflict with
any
of the terms, conditions or provisions of the Company's charter or by-laws
or
materially conflict with or result in a material breach of any of the terms,
conditions or provisions of any legal restriction or any agreement or instrument
to which the Company is now a party or by which it is bound, or constitute
a
default or result in an acceleration under any of the foregoing, or result
in
the material violation of any law, rule, regulation, order, judgment or
decree
to which the Company or its properties are subject, or impair the ability
of the
Purchaser to realize on the Mortgage Loans.
(d)
There
is no litigation, suit, proceeding or investigation pending or, to the
best of
Company’s knowledge, threatened, or any order or decree outstanding, with
respect to the Company which, either in any one instance or in the aggregate,
is
reasonably likely to have a material adverse effect on the sale of the
Mortgage
Loans, the execution, delivery, performance or enforceability of this Agreement
and the related Term Sheet, or which is reasonably likely to have a material
adverse effect on the financial condition of the Company.
(e)
No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Company
of
or compliance by the Company with this Agreement or the related Term Sheet,
or
the sale of the Mortgage Loans and delivery of the Mortgage Files to the
Purchaser or the consummation of the transactions contemplated by this
Agreement
or the related Term Sheet, except for consents, approvals, authorizations
and
orders which have been obtained;
(f)
The
consummation of the transactions contemplated by this Agreement or the
related
Term Sheet is in the ordinary course of business of the Company and Company,
and
the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
by the Company pursuant to this Agreement or the related Term Sheet are
not
subject to bulk transfer or any similar statutory provisions in effect
in any
applicable jurisdiction;
(g)
The
origination and servicing practices used by the Company and any prior originator
or servicer with respect to each Mortgage Note and Mortgage have been legal
and
in accordance with applicable laws and regulations and the Mortgage Loan
Documents, and in all material respects proper and prudent in the mortgage
origination and servicing business. Each Mortgage Loan has been serviced
in all
material respects with Accepted Servicing Practices. With respect to escrow
deposits and payments that the Company, on behalf of an investor, is entitled
to
collect, all such payments are in the possession of, or under the control
of,
the Company, and there exist no deficiencies in connection therewith for
which
customary arrangements for repayment thereof have not been made. All escrow
payments have been collected in full compliance with state and federal
law and
the provisions of the related Mortgage Note and Mortgage. As to any Mortgage
Loan that is the subject of an escrow, escrow of funds is not prohibited
by
applicable law and has been established in an amount sufficient to pay
for every
escrowed item that remains unpaid and has been assessed but is not yet
due and
payable. No escrow deposits or other charges or payments due under the
Mortgage
Note have been capitalized under any Mortgage or the related Mortgage
Note;
(h)
The
Company used no selection procedures that identified the Mortgage Loans
as being
less desirable or valuable than other comparable mortgage loans in the
Company's
portfolio at the related Cut-off Date;
(i) The
Company will treat the sale of the Mortgage Loans to the Purchaser as a
sale for
reporting and accounting purposes and, to the extent appropriate, for federal
income tax purposes;
(j) Company
is an approved seller/servicer of residential mortgage loans for Xxxxxx
Mae,
FHLMC and HUD, with such facilities, procedures and personnel necessary
for the
sound servicing of such mortgage loans. The Company is duly qualified,
licensed,
registered and otherwise authorized under all applicable federal, state
and
local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by the OCC, and is in good standing to sell mortgage
loans to and service mortgage loans for Xxxxxx Xxx and FHLMC and no event
has
occurred which would make Company unable to comply with eligibility requirements
or which would require notification to either Xxxxxx Mae or FHLMC;
(k) The
Company does not believe, nor does it have any cause or reason to believe,
that
it cannot perform each and every covenant contained in this Agreement or
the
related Term Sheet. The Company is solvent and the sale of the Mortgage
Loans
will not cause the Company to become insolvent. The sale of the Mortgage
Loans
is not undertaken with the intent to hinder, delay or defraud any of the
Company's creditors;
(l) No
statement, tape, diskette, form, report or other document prepared by,
or on
behalf of, Company pursuant to this Agreement or the related Term Sheet
or in
connection with the transactions contemplated hereby, contains or will
contain
any statement that is or will be inaccurate or misleading in any material
respect;
(m)
The
Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing
Fee
shall be treated by the Company, for accounting and tax purposes, as
compensation for the servicing and administration of the Mortgage Loans
pursuant
to this Agreement. In the opinion of Company, the consideration received
by
Company upon the sale of the Mortgage Loans to Purchaser under this Agreement
and the related Term Sheet constitutes fair consideration for the Mortgage
Loans
under current market conditions.
(n)
Company
has delivered to the Purchaser financial statements of its parent, for
its last
two complete fiscal years. All such financial information fairly presents
the
pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout
the periods involved, except as set forth in the notes thereto. There has
been
no change in the business, operations, financial condition, properties
or assets
of the Company since the date of the Company’s financial information that would
have a material adverse effect on its ability to perform its obligations
under
this Agreement;
(o)
The
Company has not dealt with any broker, investment banker, agent or other
person
that may be entitled to any commission or compensation in connection with
the
sale of the Mortgage Loans;
Section
3.02 Representations
and Warranties as to Individual
Mortgage Loans.
References
in this Section to percentages of Mortgage Loans refer in each case to
the
percentage of the aggregate Stated Principal Balance of the Mortgage Loans
as of
the related Cut-off Date, based on the outstanding Stated Principal Balances
of
the Mortgage Loans as of the related Cut-off Date, and giving effect to
scheduled Monthly Payments due on or prior to the related Cut-off Date,
whether
or not received. References to percentages of Mortgaged Properties refer,
in
each case, to the percentages of expected aggregate Stated Principal Balances
of
the related Mortgage Loans (determined as described in the preceding sentence).
The Company hereby represents and warrants to the Purchaser, as to each
Mortgage
Loan, as of the related Closing Date as follows:
(a)
The
information set forth in the Mortgage Loan Schedule attached to the related
Term
Sheet is true, complete and correct in all material respects as of the
related
Cut-Off Date;
(b) The
Mortgage creates a valid, subsisting and enforceable first lien or a first
priority ownership interest in an estate in fee simple in real property
securing
the related Mortgage Note subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of
creditors;
(c)
All
payments due prior to the related Cut-off Date for such Mortgage Loan have
been
made as of the related Closing Date; the Mortgage Loan has not been dishonored;
there are no material defaults under the terms of the Mortgage Loan; the
Company
has not advanced its own funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the Mortgaged Property
subject to the Mortgage, directly or indirectly, for the payment of any
amount
required by the Mortgage Loan. As
of the
related Closing Date, all of the Mortgage Loans will have an actual Interest
Paid to Date of their related Cut-off Date(or later) and will be due for
the
scheduled monthly payment next succeeding the Cut-off Date (or later),
as
evidenced by a posting to Company's servicing collection system. No payment
under any Mortgage Loan is delinquent as of the related Closing Date nor
has any
scheduled payment been delinquent at any time during the twelve (12) months
prior to the month of the related Closing Date. For purposes of this paragraph,
a Mortgage Loan will be deemed delinquent if any payment due thereunder
was not
paid by the Mortgagor in the month such payment was due;
(d)
There
are no defaults by Company in complying with the terms of the Mortgage,
and all
taxes, governmental assessments, insurance premiums, water, sewer and municipal
charges, leasehold payments or ground rents which previously became due
and
owing have been paid, or escrow funds have been established in an amount
sufficient to pay for every such escrowed item which remains unpaid and
which
has been assessed but is not yet due and payable;
(e)
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments which
have
been recorded to the extent any such recordation is required by law, or,
necessary to protect the interest of the Purchaser. No instrument of waiver,
alteration or modification has been executed except in connection with
a
modification agreement and which modification agreement is part of the
Mortgage
File and the terms of which are reflected in the related Mortgage Loan
Schedule,
and no Mortgagor has been released, in whole or in part, from the terms
thereof
except in connection with an assumption agreement and which assumption
agreement
is part of the Mortgage File and the terms of which are reflected in the
related
Mortgage Loan Schedule; the substance of any such waiver, alteration or
modification has been approved by the issuer of any related Primary Mortgage
Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance
policy, to the extent required by the related policies;
(f)
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including, without limitation, the defense
of
usury, nor will the operation of any of the terms of the Mortgage Note
or the
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto; and as of the related Closing Date the Mortgagor
was not a debtor in any state or federal bankruptcy or insolvency
proceeding;
(g)
All
buildings or other customarily insured improvements upon the Mortgaged
Property
are insured by an insurer acceptable under the Xxxxxx Xxx or FHLMC Guides,
against loss by fire, hazards of extended coverage and such other hazards
as are
provided for in the Xxxxxx Mae or FHLMC Guide, as well as all additional
requirements set forth in Section 4.10 of this Agreement. All such standard
hazard policies are in full force and effect and contain a standard mortgagee
clause naming the Company and its successors in interest and assigns as
loss
payee and such clause is still in effect and all premiums due thereon have
been
paid. If required by the Flood Disaster Protection Act of 1973, as amended,
the
Mortgage Loan is covered by a flood insurance policy meeting the requirements
of
the current guidelines of the Federal Insurance Administration which policy
conforms to Xxxxxx Xxx or FHLMC requirements, as well as all additional
requirements set forth in Section 4.10 of this Agreement. Such policy was
issued
by an insurer acceptable under Xxxxxx Mae or FHLMC guidelines. The Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor.
Neither
the Company (nor any prior originator or servicer of any of the Mortgage
Loans)
nor any Mortgagor has engaged in any act or omission which has impaired
or would
impair the coverage of any such policy, the benefits of the endorsement
provided
for herein, or the validity and binding effect of either;
(h)
Any
and all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures,
consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the
Mortgage Loan have been complied with in all material respects; the Company
maintains, and shall maintain, evidence of such compliance as required
by
applicable law or regulation and shall make such evidence available for
inspection at the Company's office during normal business hours upon reasonable
advance notice;
(i)
The
Mortgage has not been satisfied, canceled or subordinated, in whole or
in part,
or rescinded, and the Mortgaged Property has not been released from the
lien of
the Mortgage, in whole or in part nor has any instrument been executed
that
would effect any such release, cancellation, subordination or rescission.
The
Company has not waived the performance by the Mortgagor of any action,
if the
Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
in default, nor has the Company waived any default resulting from any action
or
inaction by the Mortgagor;
(j) The
Mortgage is a valid, subsisting, enforceable and perfected first lien on
the
Mortgaged Property, including all buildings on the Mortgaged Property and
all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems affixed to such buildings, and all additions, alterations and
replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance subject to principles of equity,
bankruptcy, insolvency and other laws of general application affecting
the
rights of creditors. The Mortgage and the Mortgage Note do not contain
any
evidence of any security interest or other interest or right thereto. Such
lien
is free and clear of all adverse claims, liens and encumbrances having
priority
over the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due
and
payable, (2) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording which
are
acceptable to mortgage lending institutions generally and either (A) which
are
referred to in the lender’s title insurance policy delivered to the originator
or otherwise considered in the appraisal made for the originator of the
Mortgage
Loan, or (B) which do not adversely affect the residential use or Appraised
Value of the Mortgaged Property as set forth in such appraisal, and (3)
other
matters to which like properties are commonly subject which do not individually
or in the aggregate materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, subsisting, enforceable
and
perfected first lien and first priority security interest on the property
described therein, and the Company has the full right to sell and assign
the
same to the Purchaser;
(k)
The
Mortgage Note and the related Mortgage are original and genuine and each
is the
legal, valid and binding obligation of the maker thereof, enforceable in
all
respects in accordance with its terms subject to principles of equity,
bankruptcy, insolvency and other laws of general application affecting
the
rights of creditors, and the Company has taken all action necessary to
transfer
such rights of enforceability to the Purchaser. All parties to the Mortgage
Note
and the Mortgage had the legal capacity to enter into the Mortgage Loan
and to
execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan
Documents are on forms acceptable to Xxxxxx Xxx and FHLMC. The Mortgage
Note and
the Mortgage have been duly and properly executed by such parties. No fraud,
error, omission, misrepresentation, negligence or similar occurrence with
respect to a Mortgage Loan has taken place on the part of Company or the
Mortgagor, or on the part of any other party involved in the origination
or
servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have
been
fully disbursed and there is no requirement for future advances thereunder,
and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been
complied with. All costs, fees and expenses incurred in making or closing
the
Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor
is
not entitled to any refund of any amounts paid or due under the Mortgage
Note or
Mortgage;
(l)
The
Company is the sole owner and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the
Purchaser, the Company will retain the Mortgage File or any part thereof
with
respect thereto not delivered to the Purchaser or the Purchaser’s designee in
trust only for the purpose of servicing and supervising the servicing of
the
Mortgage Loan. Immediately prior to the transfer and assignment to the
Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage,
were
not subject to an assignment, sale or pledge to any person other than Purchaser,
and the Company had good and marketable title to and was the sole owner
thereof
and had full right to transfer and sell the Mortgage Loan to the Purchaser
free
and clear of any encumbrance, equity, lien, pledge, charge, claim or security
interest and has the full right and authority subject to no interest or
participation of, or agreement with, any other party, to sell and assign
the
Mortgage Loan pursuant to this Agreement and following the sale of the
Mortgage
Loan, the Purchaser will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim
or
security interest. The Company intends to relinquish all rights to possess,
control and monitor the Mortgage Loan, except for the purposes of servicing
the
Mortgage Loan as set forth in this Agreement. After the related Closing
Date,
the Company will not have any right to modify or alter the terms of the
sale of
the Mortgage Loan and the Company will not have any obligation or right
to
repurchase the Mortgage Loan or substitute another Mortgage Loan, except
as
provided in this Agreement, or as otherwise agreed to by the Company and
the
Purchaser;
(m)
Each
Mortgage Loan is covered by an ALTA lender's title insurance policy or
other
generally acceptable form of policy or insurance acceptable to Xxxxxx Xxx
or
FHLMC (including adjustable rate endorsements), issued by a title insurer
acceptable to Xxxxxx Mae or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject
to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors
and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and against any loss by reason of
the
invalidity or unenforceability of the lien resulting from the provisions
of the
Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been
given
the opportunity to choose the carrier of the required mortgage title insurance.
The Company, its successors and assigns, is the sole insured of such lender's
title insurance policy, such title insurance policy has been duly and validly
endorsed to the Purchaser or the assignment to the Purchaser of the Company's
interest therein does not require the consent of or notification to the
insurer
and such lender's title insurance policy is in full force and effect and
will be
in full force and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's title insurance
policy, and no prior holder or servicer of the related Mortgage, including
the
Company, nor any Mortgagor, has done, by act or omission, anything which
would
impair the coverage of such lender's title insurance policy;
(n)
There
is no default, breach, violation or event of acceleration existing under
the
Mortgage or the related Mortgage Note and no event which, with the passage
of
time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event permitting acceleration;
and
neither the Company, nor any prior mortgagee has waived any default, breach,
violation or event permitting acceleration;
(o)
There
are no mechanics' or similar liens or claims which have been filed for
work,
labor or material (and no rights are outstanding that under law could give
rise
to such liens) affecting the related Mortgaged Property which are or may
be
liens prior to or equal to the lien of the related Mortgage;
(p)
All
improvements subject to the Mortgage which were considered in determining
the
appraised value of the Mortgaged Property lie wholly within the boundaries
and
building restriction lines of the Mortgaged Property (and wholly within
the
project with respect to a condominium unit) and no improvements on adjoining
properties encroach upon the Mortgaged Property except those which are
insured
against by the title insurance policy referred to in clause (m) above and
all
improvements on the property comply with all applicable zoning and subdivision
laws and ordinances;
(q)
Each
Mortgage Loan was originated by or for the Company pursuant to, and conforms
with, the Company’s underwriting guidelines attached as Exhibit H hereto. The
Mortgage Loan bears interest at an adjustable rate (if applicable) as set
forth
in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage
Note are due and payable on the first day of each month. The Mortgage contains
the usual and enforceable provisions of the Company at the time of origination
for the acceleration of the payment of the unpaid principal amount of the
Mortgage Loan if the related Mortgaged Property is sold without the prior
consent of the mortgagee thereunder;
(r)
The
Mortgaged Property is not subject to any material damage. At origination
of the
Mortgage Loan there was not, since origination of the Mortgage Loan there
has
not been, and there currently is no proceeding pending for the total or
partial
condemnation of the Mortgaged Property. The Company has not received
notification that any such proceedings are scheduled to commence at a future
date;
(s)
The
related Mortgage contains customary and enforceable provisions such as
to render
the rights and remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security provided
thereby,
including, (1) in the case of a Mortgage designated as a deed of trust,
by
trustee's sale, and (2) otherwise by judicial foreclosure. There is no
homestead
or other exemption available to the Mortgagor which would interfere with
the
right to sell the Mortgaged Property at a trustee's sale or the right to
foreclose the Mortgage;
(t)
If
the Mortgage constitutes a deed of trust, a trustee, authorized and duly
qualified if required under applicable law to act as such, has been properly
designated and currently so serves and is named in the Mortgage, and no
fees or
expenses, except as may be required by local law, are or will become payable
by
the Purchaser to the trustee under the deed of trust, except in connection
with
a trustee's sale or attempted sale after default by the Mortgagor;
(u)
The
Mortgage File contains an appraisal of the related Mortgaged Property signed
prior to the final approval of the mortgage loan application by a Qualified
Appraiser, approved by the Company, who had no interest, direct or indirect,
in
the Mortgaged Property or in any loan made on the security thereof, and
whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and the appraisal and appraiser both satisfy the requirements of
Xxxxxx
Xxx or FHLMC and Title XI of the Federal Institutions Reform, Recovery,
and
Enforcement Act of 1989 and the regulations promulgated thereunder, all
as in
effect on the date the Mortgage Loan was originated. The appraisal is in
a form
acceptable to Xxxxxx Mae or FHLMC;
(v)
All
parties which have had any interest in the Mortgage, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) (A) in compliance with any and all
applicable licensing requirements of the laws of the state wherein the
Mortgaged
Property is located, and (B) (1) organized under the laws of such state,
or (2)
qualified to do business in such state, or (3) federal savings and loan
associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such
state;
(w)
The
related Mortgage Note is not and has not been secured by any collateral
except
the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to above and
such
collateral does not serve as security for any other obligation;
(x)
The
Mortgagor has received and has executed, where applicable, all disclosure
materials required by applicable law with respect to the making of such
mortgage
loans;
(y)
The
Mortgage Loan does not contain balloon or "graduated payment" features;
No
Mortgage Loan is subject to a buydown agreement or contains any buydown
provision;
(z)
The
Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and
the
Company has no knowledge of any circumstances or conditions with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that could reasonably be expected to cause investors to regard
the
Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to
become
delinquent, or materially adversely affect the value or marketability of
the
Mortgage Loan;
(aa)
Each
Mortgage Loan bears interest based upon a thirty (30) day month and a three
hundred and sixty (360) day year. The Mortgage Loans have an original term
to
maturity of not more than thirty (30) years, with interest payable in arrears
on
the first day of each month. As to each adjustable rate Mortgage Loan,
on each
applicable Adjustment Date, the Mortgage Interest Rate will be adjusted
to equal
the sum of the Index, plus the applicable Margin; provided, that the Mortgage
Interest Rate, on each applicable Adjustment Date, will not increase by
more
than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the
term of
each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not
exceed
such Mortgage Loan's Lifetime Rate Cap. None of the Mortgage Loans are
“interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With
the respect to each adjustable rate Mortgage Loan, each Xxxx-xxxx Note
requires
a monthly payment which is suffi-cient (a) during the period prior to the
first
adjust-ment to the Mortgage Interest Rate, to fully amortize the original
principal balance over the original term thereof and to pay interest at
the
related Mortgage Interest Rate, and (b) during the period following each
Adjust-ment Date, to fully amortize the outstanding principal balance as
of the
first day of such period over the then remaining term of such Mortgage
Note and
to pay interest at the related Mortgage Interest Rate. With the respect
to each
adjustable rate Mortgage Loan, the Mortgage Note provides that when the
Mortgage
Interest Rate changes on an Adjustment Date, the then outstanding principal
balance will be reamortized over the remaining life of the Mortgage Loan.
No
Mortgage Loan contains terms or provi-sions which would result in negative
amortization. None of the Mortgage Loans contain a conversion feature which
would cause the Mortgage Loan interest rate to convert to a fixed interest
rate.
None of the Mortgage Loans are considered agricultural loans;
(bb)
(INTENTIONALLY LEFT BLANK)
(cc)
(INTENTIONALLY LEFT BLANK)
(dd)
(INTENTIONALLY LEFT BLANK)
(ee)
(INTENTIONALLY LEFT BLANK)
(ff)
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(gg)
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(hh) Unless
set forth in the related Term Sheet, in the event the Mortgage Loan had
an LTV
at origination greater than 80.00%, either (i) the excess of the principal
balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged
Property with respect to a Refinanced Mortgage Loan, or the lesser of the
Appraised Value or the purchase price of the Mortgaged Property with respect
to
a purchase money Mortgage Loan was insured as to payment defaults by a
Primary
Mortgage Insurance Policy issued by a Qualified Insurer or (ii) the Mortgage
Loan was insured as to payment defaults by a Lender Primary Mortgage Insurance
Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over
95%. All
provisions of such Primary Mortgage Insurance Policy or Lender Primary
Mortgage
Insurance Policy, as applicable, have been and are being complied with,
such
policy is in full force and effect, and all premiums due thereunder have
been
paid. No Mortgage Loan requires payment of such premiums, in whole or in
part,
by the Purchaser. No action, inaction, or event has occurred and no state
of
facts exists that has, or will result in the exclusion from, denial of,
or
defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance
Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage
Insurance Policy, subject to state and federal law, and to pay all premiums
and
charges in connection therewith. Any Mortgage Loan subject to a Lender
Primary
Mortgage Insurance Policy obligates the Company to maintain the Lender
Primary
Mortgage Insurance Policy and to pay all premiums and charges in connection
therewith. No action has been taken or failed to be taken, on or prior
to the
Closing Date which has resulted or will result in an exclusion from, denial
of,
or defense to coverage under any Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy (including, without limitation, any
exclusions, denials or defenses which would limit or reduce the availability
of
the timely payment of the full amount of the loss otherwise due thereunder
to
the insured) whether arising out of actions, representations, errors, omissions,
negligence, or fraud of the Company or the Mortgagor, or for any other
reason
under such coverage; With respect to any Primary Mortgage Insurance Policy,
the
mortgage interest rate for the Mortgage Loan as set forth on the related
Mortgage Loan Schedule is net of any such insurance premium;
(ii) The
Assignment is in recordable form and is acceptable for recording under
the laws
of the jurisdiction in which the Mortgaged Property is located;
(jj) Unless
otherwise specified in the related Term Sheet, none of the Mortgage Loans
are
secured by an interest in a leasehold estate. The Mortgaged Property is
located
in the state identified in the related Mortgage Loan Schedule and consists
of a
single parcel of real property with a detached single family residence
erected
thereon, or a townhouse, or a two-to four-family dwelling, or an individual
condominium unit in a condominium project, or an individual unit in a planned
unit development or a de minimis planned unit development, provided, however,
that no residence or dwelling is a single parcel of real property with
a
manufactured home not affixed to a permanent foundation, or a mobile home.
Any
condominium unit or planned unit development conforms with the Company’s
underwriting guidelines. As
of the
date of origination, no portion of any Mortgaged Property is used for commercial
purposes, and since the Origination Date, no portion of any Mortgaged Property
has been, or currently is, used for commercial purposes;
(kk) Payments
on the Mortgage Loan commenced no more than sixty (60) days after the funds
were
disbursed in connection with the Mortgage Loan. The Mortgage Note is payable
on
the first day of each month in monthly installments of principal and interest,
which installments are subject to change due to the adjustments to the
Mortgage
Interest Rate on each Adjustment Date, with interest calculated and payable
in
arrears. Each of the Mortgage Loans will amortize fully by the stated maturity
date, over an original term of not more than thirty years from commencement
of
amortization;
(ll) As
of the
Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied
under applicable law, and all inspections, licenses and certificates required
to
be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including
but
not limited to certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities;
(mm) There
is
no pending action or proceeding directly involving the Mortgaged Property
in
which compliance with any environmental law, rule or regulation is an issue;
there is no violation of any environmental law, rule or regulation with
respect
to the Mortgaged Property; and the Company has not received any notice
of any
environmental hazard on the Mortgaged Property and nothing further remains
to be
done to satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;
(nn) The
Mortgagor has not notified the Company, and the Company has no knowledge
of any
relief requested or allowed to the Mortgagor under the Soldiers' and Sailors'
Civil Relief Act of 1940;
(oo)
No
Mortgage Loan is a construction or rehabilitation Mortgage Loan or was
made to
facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The
Mortgagor for each Mortgage Loan is a natural person;
(qq) None
of
the Mortgage Loans are Co-op Loans;
(rr)
With
respect to each Mortgage Loan that has a prepayment penalty feature, each
such
prepayment penalty is enforceable and will be enforced by the Company and
each
prepayment penalty is permitted pursuant to federal, state and local law.
No
Mortgage Loan will impose a prepayment penalty for a term in excess of
five
years from the date such Mortgage Loan was originated. Except as otherwise
set
forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan
that
contains a prepayment penalty, such prepayment penalty is at least equal
to the
lesser of (A) the maximum amount permitted under applicable law and (B)
six
months interest at the related Mortgage Interest Rate on the amount prepaid
in
excess of 20% of the original principal balance of such Mortgage
Loan;
(ss)
With
respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
Property securing such Mortgage Loan was at least equal to 80 percent of
the
original principal balance of such Mortgage Loan at the time such Mortgage
Loan
was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage
Property and (b) substantially all of the proceeds of such Mortgage Loan
were
used to acquire or to improve or protect the Mortgage Property. For the
purposes
of the preceding sentence, if the Mortgage Loan has been significantly
modified
other than as a result of a default or a reasonable foreseeable default,
the
modified Mortgage Loan will be viewed as having been originated on the
date of
the modification;
(tt)
The
Mortgage Loan was originated by a mortgagee approved by the Secretary of
Housing
and Urban Development pursuant to sections 203 and 211 of the National
Housing
Act, a savings and loan association, a savings bank, a commercial bank,
credit
union, insurance company or similar institution which is supervised and
examined
by a federal or state authority;
(uu)
None
of the Mortgage Loans are simple interest Mortgage Loans and none of the
Mortgaged Properties are timeshares;
(vv)
All
of the terms of the Mortgage pertaining to interest rate adjustments, payment
adjustments and adjustments of the outstanding principal balance are
enforceable, all such adjustments have been properly made, including the
mailing
of required notices, and such adjustments do not and will not affect the
priority of the Mortgage lien. With respect to each Mortgage Loan which
has
passed its initial Adjustment Date, Company has performed an audit of the
Mortgage Loan to determine whether all interest rate adjustments have been
made
in accordance with the terms of the Mortgage Note and Mortgage; and
(ww)
Each
Mortgage Note, each Mortgage, each Assignment and any other documents required
pursuant to this Agreement to be delivered to the Purchaser or its designee,
or
its assignee for each Mortgage Loan, have been, on or before the related
Closing
Date, delivered to the Purchaser or its designee, or its assignee.
Section
3.03 Repurchase;
Substitution.
It
is
understood and agreed that the representations and warranties set forth
in
Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and
delivery
of the Mortgage Loan Documents to the Purchaser, or its designee, and shall
inure to the benefit of the Purchaser, notwithstanding any restrictive
or
qualified endorsement on any Mortgage Note or Assignment or the examination,
or
lack of examination, of any Mortgage File. Upon discovery by either the
Company
or the Purchaser of a breach of any of the foregoing representations and
warranties which materially and adversely affects the value of the Mortgage
Loans or the interest of the Purchaser in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other.
The
Company shall have a period of sixty (60) days from the earlier of its
discovery
or its receipt of notice of any such breach within which to correct or
cure such
breach. The Company hereby covenants and agrees that if any such breach
is not
corrected or cured within such sixty day period, the Company shall, at
the
Purchaser's option and not later than ninety (90) days of its discovery
or its
receipt of notice of such breach, repurchase such Mortgage Loan at the
Repurchase Price or, with the Purchaser's prior consent and at Purchaser’s sole
option, substitute a Mortgage Loan as provided below. In the event that
any such
breach shall involve any representation or warranty set forth in Section
3.01,
and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans
shall,
at the option of the Purchaser, be repurchased by the Company at the Repurchase
Price. Any such repurchase shall be accomplished by wire transfer of immediately
available funds to Purchaser in the amount of the Repurchase Price.
If
the
Company is required to repurchase any Mortgage Loan pursuant to this Section
3.03, the Company may, with the Purchaser's prior consent and at Purchaser’s
sole option, within ninety (90) days from the related Closing Date, remove
such
defective Mortgage Loan from the terms of this Agreement and substitute
another
mortgage loan for such defective Mortgage Loan, in lieu of repurchasing
such
defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser
acceptability. Any substituted Loans will comply with the representations
and
warranties set forth in this Agreement as of the substitution date
The
Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal
of the removed Mortgage Loan from this Agreement and the substitution of
such
substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall
review the Mortgage File delivered to it relating to the substitute Mortgage
Loan. In the event of such a substitution, accrued interest on the substitute
Mortgage Loan for the month in which the substitution occurs and any Principal
Prepayments made thereon during such month shall be the property of the
Purchaser and accrued interest for such month on the Mortgage Loan for
which the
substitution is made and any Principal Prepayments made thereon during
such
month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution
shall
be the property of the Company and the principal payment on the Mortgage
Loan
for which the substitution is made due on such date shall be the property
of the
Purchaser.
It
is
understood and agreed that the obligation of the Company set forth in this
Section 3.03 to cure, repurchase or substitute for a defective Mortgage
Loan,
and to indemnify Purchaser pursuant to Section 8.01, constitute the sole
remedies of the Purchaser respecting a breach of the foregoing representations
and warranties. If the Company fails to repurchase or substitute for a
defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a
defective
Mortgage Loan to Purchaser's reasonable satisfaction in accordance with
this
Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that
failure
shall be an Event of Default and the Purchaser shall be entitled to pursue
all
remedies available in this Agreement as a result thereof. No provision
of this
paragraph shall affect the rights of the Purchaser to terminate this Agreement
for cause, as set forth in Sections 10.01 and 11.01.
Any
cause
of action against the Company relating to or arising out of the breach
of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue
as to
any Mortgage Loan upon (i) the earlier of discovery of such breach by the
Company or notice thereof by the Purchaser to the Company, (ii) failure
by the
Company to cure such breach or repurchase such Mortgage Loan as specified
above,
and (iii) demand upon the Company by the Purchaser for compliance with
this
Agreement.
In
the
event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
provision of this Agreement, with respect to any Mortgage Loan that is
not in
default or as to which no default is imminent, no substitution pursuant
to
Subsection 3.03 shall be made after the applicable REMIC's "start up day"
(as
defined in Section 860G(a) (9) of the Code), unless the Company has obtained
an
Opinion of Counsel to the effect that such substitution will not (i) result
in
the imposition of taxes on "prohibited transactions" of such REMIC (as
defined
in Section 860F of the Code) or otherwise subject the REMIC to tax, or
(ii)
cause the REMIC to fail to qualify as a REMIC at any time.
Section
3.04 Representations
and Warranties of the Purchaser.
The
Purchaser represents, warrants and convenants to the Company that, as of
the
related Closing Date or as of such date specifically provided
herein:
(a) The
Purchaser is a corporation, dully organized validly existing and in good
standing under the laws of the State of Delaware and is qualified to transact
business in, is in good standing under the laws of, and possesses all licenses
necessary for the conduct of its business in, each state in which any Mortgaged
Property is located or is otherwise except or not required under applicable
law
to effect such qualification or license;
(b) The
Purchaser has full power and authority to hold each Mortgage Loan, to purchase
each Mortgage Loan pursuant to this Agreement and the related Term Sheet
and to
execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct
its
business as presently conducted, has duly authorized the execution, delivery
and
performance of this Agreement and the related Term Sheet, has duly executed
and
delivered this Agreement and the related Term Sheet;
(c) None
of
the execution and delivery of this Agreement and the related Term Sheet,
the
purchase of the Mortgage Loans, the consummation of the transactions
contemplated hereby, or the fulfillment of or compliance with the terms
and
conditions of this Agreement and the related Term Sheet will conflict with
any
of the terms, conditions or provisions of the Purchaser’s charter or by-laws or
materially conflict with or result in a material breach of any of the terms,
conditions or provisions
of any legal restriction or any agreement or instrument to which the Purchaser
is now a party or by which it is bound, or constitute a default or result
in an
acceleration under any of the foregoing, or result in the material violation
of
any law, rule, regulation, order, judgment or decree to which the Purchaser
or
its property is subject;
(d) There
is
no litigation pending or to the best of the Purchaser’s knowledge, threatened
with respect to the Purchaser which is reasonably likely to have a material
adverse effect on the purchase of the related Mortgage Loans, the execution,
delivery or enforceability of this Agreement and the related Term Sheet,
or
which is reasonably likely to have a material adverse effect on the financial
condition of the Purchaser;
(e) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Purchaser
of
or compliance by the Purchaser with this Agreement and the related Term
Sheet,
the purchase of the Mortgage Loans or the consummation of the transactions
contemplated by this Agreement and the related Term Sheet except for consents,
approvals, authorizations and orders which have been obtained;
(f) The
consummation of the transactions contemplated by this Agreement and the
related
Term Sheet is in the ordinary course of business of the Purchaser;
(h) The
Purchaser will treat the purchase of the Mortgage Loans from the Company
as a
purchase for reporting, tax and accounting purposes; and
(i) The
Purchaser does not believe, nor does it have any cause or reason to believe,
that it cannot perform each and every of its covenants contained in this
Agreement and the related Term Sheet.
The
Purchaser shall indemnify the Company and hold it harmless against any
claims,
proceedings, losses, damages, penalties, fines, forfeitures, reasonable
and
necessary legal fees and related costs, judgments, and other costs and
expenses
resulting from a breach by the Purchaser of the representations and warranties
contained in this Section 3.04. It is understood and agreed that the obligations
of the Purchaser set forth in this Section 3.04 to indemnify the Seller
as
provided herein constitute the sole remedies of the Seller respecting a
breach
of the foregoing representations and warranties.
ARTICLE
IV
Section
4.01 Company
to Act as Servicer.
The
Company, as independent contract servicer, shall service and administer
the
Mortgage Loans in accordance with this Agreement and the related Term Sheet
and
with Accepted Servicing Practices, and shall have full power and authority,
acting alone, to do or cause to be done any and all things in connection
with
such servicing and administration which the Company may deem necessary
or
desirable and consistent with the terms of this Agreement and the related
Term
Sheet and with Accepted Servicing Practices and exercise the same care
that it
customarily employs for its own account. Except as set forth in this Agreement
and the related Term Sheet, the Company shall service the Mortgage Loans
in
strict compliance with the servicing provisions of the Xxxxxx Xxx Guides
(special servicing option), which include, but are not limited to, provisions
regarding the liquidation of Mortgage Loans, the collection of Mortgage
Loan
payments, the payment of taxes, insurance and other charges, the maintenance
of
hazard insurance with a Qualified Insurer, the maintenance of mortgage
impairment insurance, the maintenance of fidelity bond and errors and omissions
insurance, inspections, the restoration of Mortgaged Property, the maintenance
of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance
Policies, insurance claims, the title, management and disposition of REO
Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property,
the
transfer of Mortgaged Property, the release of Mortgage Files, annual
statements, and examination of records and facilities. In the event of
any
conflict, inconsistency or discrepancy between any of the servicing provisions
of this Agreement and the related Term Sheet and any of the servicing provisions
of the Xxxxxx Mae Guides, the provisions of this Agreement and the related
Term
Sheet shall control and be binding upon the Purchaser and the Company.
Consistent
with the terms of this Agreement and the related Term Sheet, the Company
may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of any such term or in any manner grant indulgence to any
Mortgagor
if in the Company's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the
prior
written consent of the Purchaser, the Company shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage Interest
Rate,
defer for more than ninety days or forgive any payment of principal or
interest,
reduce or increase the outstanding principal balance (except for actual
payments
of principal) or change the final maturity date on such Mortgage Loan.
In the
event of any such modification which has been agreed to in writing by the
Purchaser and which permits the deferral of interest or principal payments
on
any Mortgage Loan, the Company shall, on the Business Day immediately preceding
the Remittance Date in any month in which any such principal or interest
payment
has been deferred, deposit in the Custodial Account from its own funds,
in
accordance with Section 4.04, the difference between (a) such month's principal
and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
principal balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Company shall be entitled to reimbursement for such advances
to
the same extent as for all other advances pursuant to Section 4.05. Without
limiting the generality of the foregoing, the Company shall continue, and
is
hereby authorized and empowered, to prepare, execute and deliver, all
instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. Notwithstanding anything
herein to the contrary, the Company may not enter into a forbearance agreement
or similar arrangement with respect to any Mortgage Loan which runs more
than
180 days after the first delinquent Due Date. Any such agreement shall
be
approved by Purchaser and, if required, by the Primary Mortgage Insurance
Policy
insurer and Lender Primary Mortgage Insurance Policy insurer, if required.
Notwithstanding
anything in this Agreement to the contrary, if any Mortgage Loan becomes
subject
to a Pass-Through Transfer, the Company (a) with respect to such Mortgage
Loan,
shall not permit any modification with respect to such Mortgage Loan that
would
change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor
is in
default with respect to such Mortgage Loan or such default is, in the judgment
of the Company, reasonably foreseeable) make or permit any modification,
waiver
or amendment of any term of such Mortgage Loan that would both (i) effect
an
exchange or reissuance of such Mortgage Loan under Section 1001 of the
Code (or
Treasury regulations promulgated thereunder) and (ii) cause any REMIC to
fail to
qualify as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or “contriburions” after the startup date under the REMIC
Provisions.
Prior
to
taking any action with respect to the Mortgage Loans subject to a Pass-Through
Transfer, which is not contemplated under the terms of this Agreement,
the
Company will obtain an Opinion of Counsel acceptable to the trustee in
such
Pass-Through Transfer with respect to whether such action could result
in the
imposition of a tax upon any REMIC (including but not limited to the tax
on
prohibited transactions as defined in Section 860F(a)(2) of the Code and
the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code)(either
such event, an “Adverse REMIC Event”), and the Company shall not take any such
actions as to which it has been advised that an Adverse REMIC Event could
occur.
The
Company shall not permit the creation of any “interests” (within the meaning of
Section 860G of the Code) in any REMIC. The Company shall not enter into
any
arrangement by which a REMIC will receive a fee or other compensation for
services nor permit a REMIC 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.
In
servicing and administering the Mortgage Loans, the Company shall employ
Accepted Servicing Practices, giving due consideration to the Purchaser's
reliance on the Company. Unless a different time period is stated in this
Agreement or the related Term Sheet, Purchaser shall be deemed to have
given
consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from
the date
Purchaser receives a second written request for consent for such matter
from
Company as servicer.
The
Mortgage Loans may be subserviced by a Subservicer on behalf of the Company
provided that the Subservicer is an entity that engages in the business
of
servicing loans, and in either case shall be authorized to transact business,
and licensed to service mortgage loans, in the state or states where the
related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall
be a
FHLMC or Xxxxxx Xxx approved mortgage servicer in good standing, and no
event
has occurred, including but not limited to a change in insurance coverage,
which
would make it unable to comply with the eligibility requirements for lenders
imposed by Xxxxxx Mae or for seller/servicers imposed by Xxxxxx Xxx or
FHLMC, or
which would require notification to Xxxxxx Mae or FHLMC. In addition, each
Subservicer will obtain and preserve its qualifications to do business
as a
foreign corporation and its licenses to service mortgage loans, in each
jurisdiction in which such qualifications and/or licenses are or shall
be
necessary to protect the validity and enforceability of this Agreement,
or any
of the Mortgage Loans and to perform or cause to be performed its duties
under
the related Subservicing Agreement. The Company may perform any of its
servicing
responsibilities hereunder or may cause the Subservicer to perform any
such
servicing responsibilities on its behalf, but the use by the Company of
the
Subservicer shall not release the Company from any of its obligations hereunder
and the Company shall remain responsible hereunder for all acts and omissions
of
the Subservicer as fully as if such acts and omissions were those of the
Company. The Company shall pay all fees and expenses of the Subservicer
from its
own funds, and the Subservicer's fee shall not exceed the Servicing Fee.
Company
shall notify Purchaser promptly in writing upon the appointment of any
Subservicer.
At
the
cost and expense of the Company, without any right of reimbursement from
the
Custodial Account, the Company shall be entitled to terminate the rights
and
responsibilities of the Subservicer and arrange for any servicing
responsibilities to be performed by a successor subservicer meeting the
requirements in the preceding paragraph, provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at
the
Company's option, from electing to service the related Mortgage Loans itself.
In
the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested
to
do so by the Purchaser, the Company shall at its own cost and expense terminate
the rights and responsibilities of the Subservicer effective as of the
date of
termination of the Company. The Company shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities
of the
Subservicer from the Company's own funds without reimbursement from the
Purchaser.
Notwithstanding
any of the provisions of this Agreement relating to agreements or arrangements
between the Company and the Subservicer or any reference herein to actions
taken
through the Subservicer or otherwise, the Company shall not be relieved
of its
obligations to the Purchaser and shall be obligated to the same extent
and under
the same terms and conditions as if it alone were servicing and administering
the Mortgage Loans. The Company shall be entitled to enter into an agreement
with the Subservicer for indemnification of the Company by the Subservicer
and
nothing contained in this Agreement shall be deemed to limit or modify
such
indemnification. The Company will indemnify and hold Purchaser harmless
from any
loss, liability or expense arising out of its use of a Subservicer to perform
any of its servicing duties, responsibilities and obligations
hereunder.
Any
Subservicing Agreement and any other transactions or services relating
to the
Mortgage Loans involving the Subservicer shall be deemed to be between
the
Subservicer and Company alone, and the Purchaser shall have no obligations,
duties or liabilities with respect to the Subservicer including no obligation,
duty or liability of Purchaser to pay the Subservicer's fees and expenses.
For
purposes of distributions and advances by the Company pursuant to this
Agreement, the Company shall be deemed to have received a payment on a
Mortgage
Loan when the Subservicer has received such payment.
Section
4.02 Collection
of Mortgage Loan Payments.
Continuously
from the date hereof until the date each Mortgage Loan ceases to be subject
to
this Agreement, the Company will proceed diligently to collect all payments
due
under each Mortgage Loan when the same shall become due and payable and
shall,
to the extent such procedures shall be consistent with this Agreement,
Accepted
Servicing Practices, and the terms and provisions of any related Primary
Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy,
follow
such collection procedures as it follows with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Further,
the
Company will take special care in ascertaining and estimating annual escrow
payments, and all other charges that, as provided in the Mortgage, will
become
due and payable, so that the installments payable by the Mortgagors will
be
sufficient to pay such charges as and when they become due and
payable.
In
no
event will the Company waive its right to any prepayment penalty or premium
without the prior written consent of Purchaser and Company will use diligent
efforts to collect same when due except as otherwise provided in the prepayment
penalty rider to the Mortgage.
Section
4.03 Realization
Upon Defaulted Mortgage
The
Company shall use its best efforts, consistent with the procedures that
the
Company would use in servicing loans for its own account, consistent with
Accepted Servicing Practices, any Primary Mortgage Insurance Policies and
Lender
Primary Mortgage Insurance Policies and the best interest of Purchaser,
to
foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default
and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 4.01. Foreclosure or comparable proceedings
shall
be initiated or a notice of default sent within ninety (90) days of default
for
Mortgaged Properties for which no satisfactory arrangements can be made
for
collection of delinquent payments, subject to state and federal law and
regulation. The Company shall use its best efforts to realize upon defaulted
Mortgage Loans in such manner as will maximize the receipt of principal
and
interest by the Purchaser, taking into account, among other things, the
timing
of foreclosure proceedings. The foregoing is subject to the provisions
that, in
any case in which a Mortgaged Property shall have suffered damage, the
Company
shall not be required to expend its own funds toward the restoration of
such
property unless it shall determine in its discretion (i) that such restoration
will increase the proceeds of liquidation of the related Mortgage Loan
to the
Purchaser after reimbursement to itself for such expenses, and (ii) that
such
expenses will be recoverable by the Company through Insurance Proceeds
or
Liquidation Proceeds from the related Mortgaged Property, as contemplated
in
Section 4.05. Company shall obtain prior approval of Purchaser as to repair
or
restoration expenses in excess of ten thousand dollars ($10,000). The Company
shall notify the Purchaser in writing of the commencement of foreclosure
proceedings. The Company shall be responsible for all costs and expenses
incurred by it in any such proceedings or functions; provided, however,
that it
shall be entitled to reimbursement thereof from the related property, as
contemplated in Section 4.05. Notwithstanding anything to the contrary
contained
herein, in connection with a foreclosure or acceptance of a deed in lieu
of
foreclosure, in the event the Company has reasonable cause to believe that
a
Mortgaged Property is contaminated by hazardous or toxic substances or
wastes,
or if the Purchaser otherwise requests an environmental inspection or review
of
such Mortgaged Property, such an inspection or review is to be conducted
by a
qualified inspector at the Purchaser's expense. Upon completion of the
inspection, the Company shall promptly provide the Purchaser with a written
report of the environmental inspection. After reviewing the environmental
inspection report, the Purchaser shall determine how the Company shall
proceed
with respect to the Mortgaged Property.
Notwithstanding
anything to the contrary contained herein, the Purchaser may, at the Purchaser's
sole option, terminate the Company as servicer of any Mortgage Loan which
becomes ninety (90) days or greater delinquent in payment of a scheduled
Monthly
Payment, without payment of any termination fee with respect thereto, provided
that the Company shall on the date said termination takes effect be reimbursed
for any unreimbursed advances of the Company's funds made pursuant to Section
5.03 and any unreimbursed Servicing Advances and Servicing Fees in each
case
relating to the Mortgage Loan underlying such delinquent Mortgage Loan
notwithstanding anything to the contrary set forth in Section 4.05. In
the event
of any such termination, the provisions of Section 11.01 hereof shall apply
to
said termination and the transfer of servicing responsibilities with respect
to
such delinquent Mortgage Loan to the Purchaser or its designee.
In
the
event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property,
such property shall be disposed of by the Company, with the consent of
Purchaser
as required pursuant to this Agreement, before the close of the third taxable
year following the taxable year in which the Mortgage Loan became an REO
Property, unless the Company provides to the trustee under such REMIC an
opinion
of counsel to the effect that the holding of such REO Property subsequent
to the
close of the third taxable year following the taxable year in which the
Mortgage
Loan became an REO Property, will not result in the imposition of taxes
on
"prohibited transactions" as defined in Section 860F of the Code, or cause
the
transaction to fail to qualify as a REMIC at any time that certificates
are
outstanding. Company shall manage, conserve, protect and operate each such
REO
Property for the certificateholders solely for the purpose of its prompt
disposition and sale in a manner which does not cause such property to
fail to
qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E)
of
the Code, or any "net income from foreclosure property" which is subject
to
taxation under the REMIC provisions of the Code. Pursuant to its efforts
to sell
such property, the Company shall either itself or through an agent selected
by
Company, protect and conserve such property in the same manner and to such
an
extent as is customary in the locality where such property is located.
Section
4.04 Establishment
of Custodial Accounts; Deposits in
Custodial Accounts.
The
Company shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Custodial Accounts.
The
Custodial Account shall be an Eligible Account. Funds
deposited in the Custodial Account, which shall be deposited within 24
hours of
receipt, shall at all times be insured by the FDIC up to the FDIC insurance
limits, or must be invested in Permitted Investments for the benefit of
the
Purchaser. Funds
deposited in the Custodial Account may be drawn on by the Company in accordance
with Section 4.05. The creation of any Custodial Account shall be evidenced
by a
letter agreement in the form shown in Exhibit B hereto. The original of
such
letter agreement shall be furnished to the Purchaser on the Closing Date,
and
upon the request of any subsequent Purchaser.
The
Company shall deposit in the Custodial Account on a daily basis, and retain
therein the following payments and collections received or made by it subsequent
to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
to a period subsequent thereto, other than in respect of principal and
interest
on the Mortgage Loans due on or before the Cut-off Date:
(i) all
payments on account of principal, including Principal Prepayments on the
Mortgage Loans;
(ii)
all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii)
all
Liquidation Proceeds;
(iv)
any
amounts required to be deposited by the Company in connection with any
REO
Property pursuant to Section 4.13 and in connection therewith, the Company
shall
provide the Purchaser with written detail itemizing all of such
amounts;
(v)
all
Insurance Proceeds including amounts required to be deposited pursuant
to
Sections 4.08, 4.10 and 4.11, 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 Accepted Servicing Practices,
the
Mortgage Loan Documents or applicable law;
(vi)
all
Condemnation Proceeds affecting any Mortgaged Property which are not released
to
the Mortgagor in accordance with Accepted Servicing Practices, the loan
documents or applicable law;
(vii)
any
Monthly Advances;
(viii)
with
respect to each full or partial Principal Prepayment, any Prepayment Interest
Shortfalls, to the extent of the Company’s aggregate Servicing Fee received with
respect to the related Prepayment Period;
(ix)
any
amounts required to be deposited by the Company pursuant to Section 4.10
in
connection with the deductible clause in any blanket hazard insurance policy,
such deposit shall be made from the Company's own funds, without reimbursement
therefor; and
(x)
any
amounts required to be deposited in the Custodial Account pursuant to Section
4.01, 4.13 or 6.02.
The
foregoing requirements for deposit in the Custodial Account shall be exclusive,
it being understood and agreed that, without limiting the generality of
the
foregoing, payments in the nature of late payment charges and assumption
fees,
to the extent permitted by Section 6.01, need not be deposited by the Company
in
the Custodial Account. Any interest paid on funds deposited in the Custodial
Account by the depository institution shall accrue to the benefit of the
Company
and the Company shall be entitled to retain and withdraw such interest
from the
Custodial Account pursuant to Section 4.05 (iv). The
Purchaser shall not be responsible for any losses suffered with respect
to
investment of funds in the Custodial Account.
Section
4.05 Permitted
Withdrawals From the CustodialAccount.
The
Company may, from time to time, withdraw from the Custodial Account for
the
following purposes:
(i) to
make
payments to the Purchaser in the amounts and in the manner provided for
in
Section 5.01;
(ii)
to
reimburse itself for Monthly Advances, the Company's right to reimburse
itself
pursuant to this subclause (ii) being limited to amounts received on the
related
Mortgage Loan which represent late collections (net of the related Servicing
Fees) of principal and/or interest respecting which any such advance was
made,
it being understood that, in the case of such reimbursement, the Company's
right
thereto shall be prior to the rights of the Purchaser, except that, where
the
Company is required to repurchase a Mortgage Loan, pursuant to Section
3.03, the
Company's right to such reimbursement shall be subsequent to the payment
to the
Purchaser of the Repurchase Price pursuant to such Section and all other
amounts
required to be paid to the Purchaser with respect to such Mortgage
Loan;
(iii)
to
reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
Fees(or REO administration fees described in Section 4.13), the Company's
right
to reimburse itself pursuant to this subclause (iii) with respect to any
Mortgage Loan being limited to related proceeds from Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
provisions of the Xxxxxx Xxx Guides or as otherwise set forth in this Agreement;
any recovery shall be made upon liquidation of the REO Property;
(iv) to
pay to
itself as part of its servicing compensation (a) any interest earned on
funds in
the Custodial Account (all such interest to be withdrawn monthly not later
than
each Remittance Date), and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage
Loan;
(v) to
pay to
itself with respect to each Mortgage Loan that has been repurchased pursuant
to
Section 3.03 all amounts received thereon and not distributed as of the
date on
which the related repurchase price is determined,
(vi) to
transfer funds to another Eligible Account in accordance with Section 4.09
hereof;
(vii) to
remove
funds inadvertently placed in the Custodial Account by the Company;
and
(vi) to
clear
and terminate the Custodial Account upon the termination of this
Agreement.
Section
4.06 Establishment
of Escrow Accounts;
Deposits
in Escrow Accounts.
The
Company shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan which constitute Escrow Payments separate and apart
from any
of its own funds and general assets and shall establish and maintain one
or more
Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds
deposited in each Escrow Account shall at all times be insured in a manner
to
provide maximum insurance under the insurance limitations of the FDIC,
or must
be invested in Permitted Investments. Funds
deposited in the Escrow Account may be drawn on by the Company in accordance
with Section 4.07. The creation of any Escrow Account shall be evidenced
by a
letter agreement in the form shown in Exhibit C. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and
upon
request to any subsequent purchaser.
The
Company shall deposit in the Escrow Account or Accounts on a daily basis,
and
retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any such items as required under the terms
of this
Agreement;
(ii) all
Insurance Proceeds which are to be applied to the restoration or repair
of any
Mortgaged Property; and
(iii) all
Servicing Advances for Mortgagors whose Escrow Payments are insufficient
to
cover escrow disbursements.
The
Company shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes
as
shall be as set forth or in accordance with Section 4.07. The Company shall
be
entitled to retain any interest paid on funds deposited in the Escrow Account
by
the depository institution other than interest on escrowed funds required
by law
to be paid to the Mortgagor and, to the extent required by law, the Company
shall pay interest on escrowed funds to the Mortgagor notwithstanding that
the
Escrow Account is non-interest bearing or that interest paid thereon is
insufficient for such purposes. The
Purchaser shall not be responsible for any losses suffered with respect
to
investment of funds in the Escrow Account.
Section
4.07 Permitted
Withdrawals From Escrow Account.
Withdrawals
from the Escrow Account may be made by Company only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, Primary
Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance
premiums, condominium assessments and comparable items;
(ii) to
reimburse Company for any Servicing Advance made by Company with respect
to a
related Mortgage Loan but only from amounts received on the related Mortgage
Loan which represent late payments or collections of Escrow Payments
thereunder;
(iii) to
refund
to the Mortgagor any funds as may be determined to be overages;
(iv) for
transfer to the Custodial Account in accordance with the terms of this
Agreement;
(v) for
application to restoration or repair of the Mortgaged Property;
(vi) to
pay to
the Company, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii)
to
clear
and terminate the Escrow Account on the termination of this Agreement.
As part
of its servicing duties, the Company shall pay to the Mortgagors interest
on
funds in Escrow Account, to the extent required by law, and to the extent
that
interest earned on funds in the Escrow Account is insufficient, shall pay
such
interest from its own funds, without any reimbursement therefor;
and
(viii)
to
pay to the Mortgagors or other parties Insurance Proceeds deposited in
accordance with Section 4.06.
Section
4.08 Payment
of Taxes, Insurance and Other Charges; Maintenance of Primary
Mortgage
Insurance
Policies; Collections Thereunder.
With
respect to each Mortgage Loan, the Company shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates
and other
charges which are or may become a lien upon the Mortgaged Property and
the
status of primary mortgage insurance premiums and fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment
of such
charges, including renewal premiums and shall effect payment thereof prior
to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits
of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under
the
terms of the Mortgage or applicable law. To the extent that the Mortgage
does
not provide for Escrow Payments, the Company shall determine that any such
payments are made by the Mortgagor at the time they first become due. The
Company assumes full responsibility for the timely payment of all such
bills and
shall effect timely payments of all such bills irrespective of the Mortgagor's
faithful performance in the payment of same or the making of the Escrow
Payments
and shall make advances from its own funds to effect such payments.
The
Company will maintain in full force and effect Primary Mortgage Insurance
Policies and Lender Primary Mortgage Insurance Policies issued by a Qualified
Insurer with respect to each Mortgage Loan for which such coverage is herein
required. Such coverage will be terminated only with the approval of Purchaser,
or as required by applicable law or regulation. The Company will not cancel
or
refuse to renew any Primary Mortgage Insurance Policy or Lender Primary
Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept
in
force under this Agreement unless a replacement Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy for such canceled or
nonrenewed policy is obtained from and maintained with a Qualified Insurer.
The
Company shall not take any action which would result in non-coverage under
any
applicable Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Company
would
have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01,
the
Company shall promptly notify the insurer under the related Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy, if any, of
such
assumption or substitution of liability in accordance with the terms of
such
policy and shall take all actions which may be required by such insurer
as a
condition to the continuation of coverage under the Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy. If such Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy is terminated
as a
result of such assumption or substitution of liability, the Company shall
obtain
a replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy as provided above.
In
connection with its activities as servicer, the Company agrees to prepare
and
present, on behalf of itself and the Purchaser, claims to the insurer under
any
Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance
Policy in
a timely fashion in accordance with the terms of such Primary Mortgage
Insurance
Policy or Lender Primary Mortgage Insurance Policy and, in this regard,
to take
such action as shall be necessary to permit recovery under any Primary
Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy respecting
a
defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
by the
Company under any Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 4.05.
Section
4.09 Transfer
of Accounts.
The
Company may transfer the Custodial Account or the Escrow Account to a different
Eligible Account from time to time. Such transfer shall be made only upon
obtaining the prior written consent of the Purchaser, which consent will
not be
unreasonably withheld.
Section
4.10 Maintenance
of Hazard Insurance.
The
Company shall cause to be maintained for each Mortgage Loan fire and hazard
insurance with extended coverage as is acceptable to Xxxxxx Mae or FHLMC
and
customary in the area where the Mortgaged Property is located in an amount
which
is equal to the lesser of (i) the maximum insurable value of the improvements
securing such Mortgage Loan or (ii) the greater of (a) the outstanding
principal
balance of the Mortgage Loan, and (b) an amount such that the proceeds
thereof
shall be sufficient to prevent the Mortgagor and/or the mortgagee from
becoming
a co-insurer. If required by the Flood Disaster Protection Act of 1973,
as
amended, each Mortgage Loan shall be covered by a flood insurance policy
meeting
the requirements of the current guidelines of the Federal Insurance
Administration in effect with an insurance carrier acceptable to Xxxxxx
Xxx or
FHLMC, in an amount representing coverage not less than the least of (i)
the
outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
value of the improvements securing such Mortgage Loan or (iii) the maximum
amount of insurance which is available under the Flood Disaster Protection
Act
of 1973, as amended. If at any time during the term of the Mortgage Loan,
the
Company determines in accordance with applicable law and pursuant to the
Xxxxxx
Mae Guides that a Mortgaged Property is located in a special flood hazard
area
and is not covered by flood insurance or is covered in an amount less than
the
amount required by the Flood Disaster Protection Act of 1973, as amended,
the
Company shall notify the related Mortgagor that the Mortgagor must obtain
such
flood insurance coverage, and if said Mortgagor fails to obtain the required
flood insurance coverage within forty-five (45) days after such notification,
the Company shall immediately force place the required flood insurance
on the
Mortgagor’s behalf. The Company shall also maintain on each REO Property, fire
and hazard insurance with extended coverage in an amount which is at least
equal
to the maximum insurable value of the improvements which are a part of
such
property, and, to the extent required and available under the Flood Disaster
Protection Act of 1973, as amended, flood insurance in an amount as provided
above. Any amounts collected by the Company under any such policies other
than
amounts to be deposited in the Escrow Account and applied to the restoration
or
repair of the Mortgaged Property or REO Property, or released to the Mortgagor
in accordance with Accepted Servicing Practices, shall be deposited in
the
Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required
by the
Company of the Mortgagor or maintained on property acquired in respect
of the
Mortgage Loan, other than pursuant to this Agreement, the Xxxxxx Xxx Guides
or
such applicable state or federal laws and regulations as shall at any time
be in
force and as shall require such additional insurance. All such policies
shall be
endorsed with standard mortgagee clauses with loss payable to the Company
and
its successors and/or assigns and shall provide for at least thirty days
prior
written notice of any cancellation, reduction in the amount or material
change
in coverage to the Company. The Company shall not interfere with the Mortgagor's
freedom of choice in selecting either his insurance carrier or agent, provided,
however, that the Company shall not accept any such insurance policies
from
insurance companies unless such companies are Qualified Insurers.
Section
4.11 Maintenance
of Mortgage Impairment
Insurance
Policy.
In
the
event that the Company shall obtain and maintain a blanket policy issued
by an
insurer acceptable to Xxxxxx Mae or FHLMC insuring against hazard losses
on all
of the Mortgage Loans, then, to the extent such policy provides coverage
in an
amount equal to the amount required pursuant to Section 4.10 and otherwise
complies with all other requirements of Section 4.10, it shall conclusively
be
deemed to have satisfied its obligations as set forth in Section 4.10,
it being
understood and agreed that such policy may contain a deductible clause,
in which
case the Company shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy complying with
Section 4.10, and there shall have been a loss which would have been covered
by
such policy, deposit in the Custodial Account the amount not otherwise
payable
under the blanket policy because of such deductible clause. In connection
with
its activities as servicer of the Mortgage Loans, the Company agrees to
prepare
and present, on behalf of the Purchaser, claims under any such blanket
policy in
a timely fashion in accordance with the terms of such policy. Upon request
of
the Purchaser, the Company shall cause to be delivered to the Purchaser
a
certified true copy of such policy and shall use its best efforts to obtain
a
statement from the insurer thereunder that such policy shall in no event
be
terminated or materially modified without thirty (30) days' prior written
notice
to the Purchaser.
Section
4.12 Fidelity
Bond, Errors and Omissions
Insurance.
The
Company shall maintain, at its own expense, a blanket fidelity bond and
an
errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the Mortgage Loan to handle funds, money, documents and
papers
relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the
Mortgage Banker's Blanket Bond and shall protect and insure the Company
against
losses, including forgery, theft, embezzlement and fraud of such persons.
The
errors and omissions insurance shall protect and insure the Company against
losses arising out of errors and omissions and negligent acts of such persons.
Such errors and omissions insurance shall also protect and insure the Company
against losses in connection with the failure to maintain any insurance
policies
required pursuant to this Agreement and the release or satisfaction of
a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 4.12 requiring the Fidelity
Bond
or errors and omissions insurance shall diminish or relieve the Company
from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Guides.
Upon
request by the Purchaser, the Company shall deliver to the Purchaser a
certificate from the surety and the insurer as to the existence of the
Fidelity
Bond and errors and omissions insurance policy and shall obtain a statement
from
the surety and the insurer that such Fidelity Bond or insurance policy
shall in
no event be terminated or materially modified without thirty (30) days'
prior
written notice to the Purchaser. The Company shall notify the Purchaser
within
five (5) business days of receipt of notice that such Fidelity Bond or
insurance
policy will be, or has been, materially modified or terminated. The Purchaser
(or any party having the status of Purchaser hereunder) and any subsidiary
thereof and their successors or assigns as their interests may appear must
be
named as loss payees on the Fidelity Bond and as additional insured on
the
errors and omissions policy. Upon request by Purchaser, Company shall provide
Purchaser with an insurance certificate certifying coverage under this
Section
4.12, and will provide an update to such certificate upon request, or upon
renewal or material modification of coverage.
Section
4.13 Title,
Management and Disposition of REO Property.
In
the
event that title to the Mortgaged Property is acquired in foreclosure or
by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken
in the
name of the Purchaser or its designee, or in the event the Purchaser or
its
designee is not authorized or permitted to hold title to real property
in the
state where the REO Property is located, or would be adversely affected
under
the "doing business" or tax laws of such state by so holding title, the
deed or
certificate of sale shall be taken in the name of such Person or Persons
as
shall be consistent with an opinion of counsel obtained by the Company
from an
attorney duly licensed to practice law in the state where the REO Property
is
located. Any Person or Persons holding such title other than the Purchaser
shall
acknowledge in writing that such title is being held as nominee for the
benefit
of the Purchaser.
The
Company shall notify the Purchaser in accordance with the Xxxxxx Xxx Guides
of
each acquisition of REO Property upon such acquisition (and, in any event,
shall
provide notice of the consummation of any foreclosure sale within three
(3)
Business Days of the date Company receives notice of such consummation),
together with a copy of the drive by appraisal or brokers price opinion
of the
Mortgaged Property obtained in connection with such acquisition, and thereafter
assume the responsibility for marketing such REO property in accordance
with
Accepted Servicing Practices. Thereafter, the Company shall continue to
provide
certain administrative services to the Purchaser relating to such REO Property
as set forth in this Section 4.13. The fee for such administrative services
shall be $2,000 to be paid upon liquidation of the REO Property. No Servicing
Fee shall be assessed or otherwise accrue on any REO Property from and
after the
date on which it becomes an REO Property.
The
Company shall, either itself or through an agent selected by the Company,
and in
accordance with the Xxxxxx Mae Guides manage, conserve, protect and operate
each
REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same
manner
that similar property in the same locality as the REO Property is managed.
The
Company shall cause each REO Property to be inspected promptly upon the
acquisition of title thereto and shall cause each REO Property to be inspected
at least monthly thereafter or more frequently as required by the circumstances.
The Company shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the Mortgage File and copies
thereof shall be forwarded by the Company to the Purchaser.
The
Company shall use its best efforts to dispose of the REO Property as soon
as
possible and shall sell such REO Property in any event within one year
after
title has been taken to such REO Property, unless the Company determines,
and
gives an appropriate notice to the Purchaser to such effect, that a longer
period is necessary for the orderly liquidation of such REO Property. If
a
longer period than one (1) year is permitted under the foregoing sentence
and is
necessary to sell any REO Property, the Company shall report monthly to
the
Purchaser as to the progress being made in selling such REO Property. No
REO
Property shall be marketed for less than the Appraised Value, without the
prior
consent of Purchaser. No REO Property shall be sold for less than ninety
five
percent (95%) of its Appraised Value, without the prior consent of Purchaser.
All requests for reimbursement of Servicing Advances shall be in accordance
with
the Xxxxxx Xxx Guides. The disposition of REO Property shall be carried
out by
the Company at such price, and upon such terms and conditions, as the Company
deems to be in the best interests of the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser. Company
shall
provide monthly reports to Purchaser in reference to the status of the
marketing
of the REO Properties.
Notwithstanding
anything to the contrary contained herein, the Purchaser may, at the Purchaser's
sole option, terminate the Company as servicer of any such REO Property
without
payment of any termination fee with respect thereto, provided that the
Company
shall on the date said termination takes effect be reimbursed for any
unreimbursed advances of the Company's funds made pursuant to Section 5.03
and
any unreimbursed Servicing Advances and Servicing Fees in each case relating
to
the Mortgage Loan underlying such REO Property notwithstanding anything
to the
contrary set forth in Section 4.05. In the event of any such termination,
the
provisions of Section 11.01 hereof shall apply to said termination and
the
transfer of servicing responsibilities with respect to such REO Property
to the
Purchaser or its designee. Within five Business Days of any such termination,
the Company shall, if necessary convey such property to the Purchaser and
shall
further provide the Purchaser with the following information regarding
the
subject REO Property: the related drive by appraisal or brokers price opinion,
and copies of any related Mortgage Impairment Insurance Policy claims.
In
addition, within five Business Days, the Company shall provide the Purchaser
with the following information regarding the subject REO Property: the
related
trustee’s deed upon sale and copies of any related hazard insurance claims, or
repair bids.
Section
4.14 Notification
of Maturity Date.
With
respect to each Mortgage Loan, the Company shall execute and deliver to
the
Mortgagor any and all necessary notices required under applicable law and
the
terms of the related Mortgage Note and Mortgage regarding the maturity
date if
required under applicable law.
ARTICLE
V
PAYMENTS
TO THE PURCHASER
Section
5.01 Distributions.
On
each
Remittance Date, the Company shall distribute by wire transfer of immediately
available funds to the Purchaser (i) all amounts credited to the Custodial
Account as of the close of business on the preceding Determination Date,
net of
charges against or withdrawals from the Custodial Account pursuant to Section
4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated
to
distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage
Loan
Remittance Rate on any Principal Prepayment from the date of such Principal
Prepayment through the end of the month for which disbursement is made
provided
that the Company’s obligation as to payment of such interes
