BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor EMC MORTGAGE CORPORATION Seller and Company WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and Securities Administrator and Trustee POOLING AND SERVICING AGREEMENT Dated as of June 1, 2006...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor
EMC
MORTGAGE CORPORATION
Seller
and Company
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
Master
Servicer and Securities Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of June 1, 2006
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2006-AC4
ASSET-BACKED
CERTIFICATES, SERIES 2006-AC4
TABLE
OF CONTENTS
ARTICLE
I DEFINITIONS
|
|
Section
1.01
|
Defined
Terms.
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II CONVEYANCE OF TRUST FUND REPRESENTATIONS AND
WARRANTIES
|
|
Section
2.01
|
Conveyance
of Trust Fund.
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
Section
2.03
|
Representations,
Warranties and Covenants of the Company, the Master Servicer and
the
Seller.
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III ADMINISTRATION AND SERVICING OF EMC MORTGAGE LOANS BY
COMPANY
|
|
Section
3.01
|
The
Company.
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
3.03
|
Subservicers.
|
Section
3.04
|
Documents,
Records and Funds in Possession of Company To Be Held for
Trustee.
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
Section
3.10
|
Servicing
Compensation.
|
Section
3.11
|
REO
Property.
|
Section
3.12
|
Liquidation
Reports.
|
Section
3.13
|
Books
and Records.
|
ARTICLE
IV ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER
SERVICER
|
|
Section
4.01
|
Master
Servicer.
|
Section
4.02
|
REMIC-Related
Covenants.
|
Section
4.03
|
Monitoring
of Company and Servicer.
|
Section
4.04
|
Fidelity
Bond.
|
Section
4.05
|
Power
to Act; Procedures.
|
Section
4.06
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
4.07
|
Release
of Mortgage Files.
|
Section
4.08
|
Documents,
Records and Funds in Possession of Master Servicer, Company and
Servicer
To Be Held for Trustee.
|
Section
4.09
|
Standard
Hazard Insurance and Flood Insurance Policies.
|
Section
4.10
|
Presentment
of Claims and Collection of Proceeds.
|
Section
4.11
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
Section
4.12
|
Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
|
Section
4.13
|
Realization
Upon Defaulted Mortgage Loans.
|
Section
4.14
|
Compensation
for the Master Servicer.
|
Section
4.15
|
REO
Property.
|
Section
4.16
|
Annual
Statement as to Compliance.
|
Section
4.17
|
Assessments
of Compliance and Attestation Reports.
|
Section
4.18
|
Reports
Filed with Securities and Exchange Commission.
|
Section
4.19
|
Intention
of the Parties and Interpretation.
|
Section
4.20
|
UCC.
|
Section
4.21
|
Optional
Purchase of Certain Mortgage Loans.
|
ARTICLE
V ACCOUNTS
|
|
Section
5.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
Section
5.02
|
Permitted
Withdrawals From the Protected Account.
|
Section
5.03
|
Reports
to Master Servicer.
|
Section
5.04
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
|
Section
5.05
|
Servicer
Protected Accounts.
|
Section
5.06
|
[Reserved].
|
Section
5.07
|
[Reserved].
|
Section
5.08
|
Distribution
Account.
|
Section
5.09
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
ARTICLE
VI DISTRIBUTIONS AND ADVANCES
|
|
Section
6.01
|
Advances.
|
Section
6.02
|
Compensating
Interest Payments.
|
Section
6.03
|
REMIC
Distributions.
|
Section
6.04
|
Distributions.
|
Section
6.05
|
Allocation
of Realized Losses.
|
Section
6.06
|
Monthly
Statements to Certificateholders.
|
Section
6.07
|
REMIC
Designations and REMIC Distributions.
|
Section
6.08
|
Reserve
Fund.
|
Section
6.09
|
Class
P Certificate Account.
|
Section
6.10
|
Class
A-1/A-2 Net WAC Pass-Through Amount; Class A-3/A-2 Net WAC Pass-Through
Amount; Class A-1/A-2/A-3 Net WAC Reserve Account.
|
ARTICLE
VII THE CERTIFICATES
|
|
Section
7.01
|
The
Certificates.
|
Section
7.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
Section
7.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
Section
7.04
|
Persons
Deemed Owners.
|
Section
7.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
Section
7.06
|
Book-Entry
Certificates.
|
Section
7.07
|
Notices
to Depository.
|
Section
7.08
|
Definitive
Certificates.
|
Section
7.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VIII THE COMPANY AND THE MASTER SERVICER
|
|
Section
8.01
|
Liabilities
of the Depositor, the Company and the Master Servicer.
|
Section
8.02
|
Merger
or Consolidation of the Depositor, the Company or the Master
Servicer.
|
Section
8.03
|
Indemnification
of the Trustee, the Master Servicer and the Securities
Administrator.
|
Section
8.04
|
Limitations
on Liability of the Depositor, the Company, the Master Servicer
and
Others.
|
Section
8.05
|
Master
Servicer and Company Not to Resign.
|
Section
8.06
|
Successor
Master Servicer.
|
Section
8.07
|
Sale
and Assignment of Master Servicing.
|
ARTICLE
IX DEFAULT; TERMINATION OF MASTER SERVICER; TERMINATION
OF COMPANY
|
|
Section
9.01
|
Events
of Default.
|
Section
9.02
|
Trustee
to Act; Appointment of Successor.
|
Section
9.03
|
Notification
to Certificateholders and Rating Agencies.
|
Section
9.04
|
Waiver
of Defaults.
|
Section
9.05
|
Company
Default.
|
Section
9.06
|
Waiver
of Company Defaults.
|
ARTICLE
X CONCERNING THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR
|
|
Section
10.01
|
Duties
of Trustee and Securities Administrator.
|
Section
10.02
|
Certain
Matters Affecting the Trustee and the Securities
Administrator.
|
Section
10.03
|
Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
|
Section
10.04
|
Trustee
and Securities Administrator May Own Certificates.
|
Section
10.05
|
Trustee’s
and Securities Administrator’s Fees and Expenses.
|
Section
10.06
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
Section
10.07
|
Insurance.
|
Section
10.08
|
Resignation
and Removal of Trustee and Securities Administrator.
|
Section
10.09
|
Successor
Trustee or Securities Administrator.
|
Section
10.10
|
Merger
or Consolidation of Trustee or Securities
Administrator.
|
Section
10.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
Section
10.12
|
Tax
Matters.
|
ARTICLE
XI TERMINATION
|
|
Section
11.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
Section
11.02
|
Final
Distribution on the Certificates.
|
Section
11.03
|
Additional
Termination Requirements.
|
ARTICLE
XII MISCELLANEOUS PROVISIONS
|
|
Section
12.01
|
Amendment.
|
Section
12.02
|
Recordation
of Agreement; Counterparts.
|
Section
12.03
|
Governing
Law.
|
Section
12.04
|
Intention
of Parties.
|
Section
12.05
|
Notices.
|
Section
12.06
|
Severability
of Provisions.
|
Section
12.07
|
Assignment.
|
Section
12.08
|
Limitation
on Rights of Certificateholders.
|
Section
12.09
|
Inspection
and Audit Rights.
|
Section
12.10
|
Certificates
Nonassessable and Fully Paid.
|
Exhibits
Exhibit
A-1
|
|
Form
of Class A Certificates
|
Exhibit
A-2
|
Form
of Class M Certificates
|
|
Exhibit
A-3
|
Form
of Class B Certificates
|
|
Exhibit
A-4
|
Form
of Class C Certificates
|
|
Exhibit
A-5
|
Form
of Class P Certificates
|
|
Exhibit
A-6
|
Form
of Class R Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transfer Affidavit
|
|
Exhibit
D
|
Form
of Transferor Certificate
|
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
G
|
Form
of Request for Release
|
|
Exhibit
H
|
DTC
Letter of Representations
|
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
J
|
Form
of Custodial Agreement
|
|
Exhibit
K
|
Form
of Back-Up Certification to Form 10-K Certificate
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
[Reserved]
|
|
Exhibit
N
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
O
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
P
|
Additional
Disclosure Notification
|
|
Exhibit
Q-1
|
American
Home Servicing Agreement
|
|
Exhibit
Q-2
|
HSBC
Servicing Agreement
|
|
Exhibit
R-1
|
|
American
Home Assignment, Assumption and Recognition Agreement
|
Exhibit
R-2
|
|
HSBC
Assignment, Assumption and Recognition Agreement
|
Exhibit
S
|
Reporting
Data for Monthly Report
|
|
Exhibit
T
|
Reporting
Data for Defaulted Loans
|
|
Exhibit
U
|
Reporting
Data for Realized Losses and Gains
|
POOLING
AND SERVICING AGREEMENT, dated as of June 1, 2006, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as company (in such capacity, the “Company”),
XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
master servicer (in such capacity, the “Master Servicer”) and as securities
administrator (in such capacity, the “Securities Administrator”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee (the
“Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
REMIC
I
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the Mortgage Loans
and certain other related assets subject to this Agreement (other than the
Reserve Fund and the Class A-1/A-2/A-3 Net WAC Reserve Account) as a REMIC
(as
defined herein) for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC I”. The Class R-1 Certificates will
represent the sole class of Residual Interests (as defined herein) in REMIC
I
for purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.
Designation
|
Initial
Uncertificated Principal Balance
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
AA
|
$
|
355,888,256.34
|
Variable(2)
|
|
July
25, 2036
|
|||||
A-1
|
$
|
3,364,590.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
M-1
|
$
|
81,710.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
M-2
|
$
|
43,580.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
M-3
|
$
|
23,600.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
B-1
|
$
|
18,160.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
B-2
|
$
|
12,710.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
B-3
|
$
|
12,710.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
B-4
|
$
|
18,160.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
B-5
|
$
|
18,160.00
|
Variable(2)
|
|
July
25, 2036
|
|||||
ZZ
|
$
|
3,669,645.64
|
Variable(2)
|
|
July
25, 2036
|
|||||
P
|
$
|
100.00
|
0.00%
|
|
July
25, 2036
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
(2) |
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC
II
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC for federal income tax purposes, and such segregated
pool
of assets will be designated as “REMIC II”. The Class R-2 Certificates will
represent the sole class of Residual Interests in REMIC II for purposes of
the
REMIC Provisions. The following table irrevocably sets forth the designation,
the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated
Principal Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC
II Regular Interests (as defined herein). None of the REMIC II Regular Interests
will be certificated.
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||||||
A-1
|
$
|
336,459,000.00
|
(2)
|
July
25, 2036
|
||||||||||
M-1
|
$
|
8,171,000.00
|
(2)
|
July
25, 2036
|
||||||||||
M-2
|
$
|
4,358,000.00
|
(2)
|
July
25, 2036
|
||||||||||
M-3
|
$
|
2,360,000.00
|
(2)
|
July
25, 2036
|
||||||||||
B-1
|
$
|
1,816,000.00
|
(2)
|
July
25, 2036
|
||||||||||
B-2
|
$
|
1,271,000.00
|
(2)
|
July
25, 2036
|
||||||||||
B-3
|
$
|
1,271,000.00
|
(2)
|
July
25, 2036
|
||||||||||
B-4
|
$
|
1,816,000.00
|
(2)
|
July
25, 2036
|
||||||||||
B-5
|
$
|
1,816,000.00
|
(2)
|
July
25, 2036
|
||||||||||
C
|
$
|
3,813,281.98
|
(2)
(3)
|
July
25, 2036
|
||||||||||
P
|
$
|
100.00
|
0.00%
|
|
July
25, 2036
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
(3)
|
REMIC
II Regular Interest C will not accrue interest on its Uncertificated
Principal Balance, but will accrue interest at the related Uncertificated
REMIC II Pass-Through Rate on its Uncertificated Notional Amount
(as
defined herein) which shall equal the aggregate Uncertificated
Principal
Balance of the REMIC I Regular Interests (other than REMIC I Regular
Interest P).
|
___________________________
REMIC
III
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the REMIC II Regular
Interests as a REMIC for federal income tax purposes, and such segregated
pool
of assets will be designated as “REMIC III”. The Class R-3 Certificates will
represent the sole class of Residual Interests in REMIC III for purposes
of the
REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class C Interest or Class P Interest) and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of Certificates and interests
that represents ownership of one or more of the Regular Interests (as defined
herein) in REMIC III created hereunder.
Designation
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||||||
A-1(2)
|
$
|
270,173,000.00
|
Class
A-1 Pass-Through Rate
|
July
25, 2036
|
||||||||||
A-2(3)
|
$
|
63,086,000.00
|
Class
A-2 Pass-Through Rate
|
July
25, 2036
|
||||||||||
A-3(2)
|
$
|
3,200,000.00
|
Class
A-3 Pass-Through Rate
|
July
25, 2036
|
||||||||||
M-1
|
$
|
8,171,000.00
|
Class
M-1 Pass-Through Rate
|
July
25, 2036
|
||||||||||
M-2
|
$
|
4,358,000.00
|
Class
M-2 Pass-Through Rate
|
July
25, 2036
|
||||||||||
M-3
|
$
|
2,360,000.00
|
Class
M-3 Pass-Through Rate
|
July
25, 2036
|
||||||||||
B-1
|
$
|
1,816,000.00
|
Class
B-1 Pass-Through Rate
|
July
25, 2036
|
||||||||||
B-2
|
$
|
1,271,000.00
|
Class
B-2 Pass-Through Rate
|
July
25, 2036
|
||||||||||
B-3
|
$
|
1,271,000.00
|
Class
B-3 Pass-Through Rate
|
July
25, 2036
|
||||||||||
B-4
|
$
|
1,816,000.00
|
Class
B-4 Pass-Through Rate
|
July
25, 2036
|
||||||||||
B-5
|
$
|
1,816,000.00
|
Class
B-5 Pass-Through Rate
|
July
25, 2036
|
||||||||||
Class
C Interest
|
$
|
3,813,281.98
|
(4)
|
July
25, 2036
|
||||||||||
Class
P Interest
|
$
|
100.00
|
0.00%
|
|
July
25, 2036
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each Class of Class A, Class M and
Class B Certificates and the Class C Interest and the Class P
Interest.
|
(2)
|
Each
of the Class A-1 Certificates and Class A-3 Certificates represents
ownership of a Regular Interest in REMIC III, as well as the obligation
to
make payments in respect of the Class A-1/A-2 Net WAC Pass-Through
Amount
and Class A-3/A-2 Net WAC Pass-Through Amount, respectively, to
the Class
A-1/A-2/A-3 Net WAC Reserve Account for distribution in respect
of the
Class A-2 Certificates, which obligation shall not be an interest
in any
REMIC but a contractual obligation of the Holders of the Class
A-1
Certificates and Class A-3 Certificates. For federal income tax
purposes,
the Regular Interest the ownership of which is represented by this
Certificate shall accrue interest at the related Uncertificated
REMIC III
Pass-Through Rate instead of the Pass-Through Rate applicable to
such
Certificate. Any amount accrued on each Distribution Date by Holders
of
this Certificate in excess of, or less than, the amount specified
in the
foregoing sentence for the Regular Interest the ownership of which
is
represented by this Certificate shall be treated in accordance
with the
provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts
or
Class A-3/A-2 Net WAC Pass-Through Amounts, as applicable, in
Section 5.09.
|
(3)
|
The
Class A-2 Certificates represent ownership of a Regular Interest
in REMIC
III, as well as the right to receive payments from the Class A-1/A-2/A-3
Net WAC Reserve Account in respect of Class A-1/A-2 Net WAC Pass-Through
Amounts and Class A-3/A-2 Net WAC Pass-Through Amounts, which payments
shall not be in respect of an interest in any REMIC. For federal
income
tax purposes, the Regular Interest the ownership of which is represented
by the Class A-2 Certificates shall have a principal balance equal
to the
Certificate Principal Balance of such Certificates, but such Regular
Interest shall not accrue interest on its principal balance but
rather
shall be entitled to interest on its Uncertificated Notional Amount
at its
Uncertificated REMIC III Pass-Through Rate. Any amount accrued
on each
Distribution Date by Holders of this Certificate in excess of,
or less
than, the amount specified in the foregoing sentence for the Regular
Interest the ownership of which is represented by this Certificate
shall
be treated in accordance with the provisions relating to Class
A-1/A-2 Net
WAC Pass-Through Amounts and Class A-3/A-2 Net WAC Pass-Through
Amounts in
Section 5.09.
|
(4)
|
The
Class C Interest will not accrue interest on its Uncertificated
Principal
Balance, but will be entitled to 100% of the amounts distributed
on REMIC
II Regular Interest X.
|
XXXXX
XX
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the Class C Interest
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC IV”. The Class R-4 Interest will represent the sole
class of Residual Interests in REMIC IV for purposes of the REMIC
Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in
REMIC
IV created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
C
|
Variable(2)
|
$3,813,281.98
|
July
25, 2036
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class C
Certificates.
|
(2)
|
The
Class C Certificates will receive 100% of the amounts received
in respect
of the Class C Interest.
|
REMIC
V
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the Class P Interest
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC V”. The Class R-5 Interest will represent the sole
class of Residual Interests in REMIC V for purposes of the REMIC
Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in
REMIC
V created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
P
|
0.00%
|
$
100.00
|
July
25, 2036
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class P
Certificates.
|
(2)
|
The
Class P Certificates will receive 100% of the amounts received
in respect
of the Class P Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2006-AC4.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates Series 2006-AC4” (including for purposes of any
endorsement or assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Securities Administrator, the Seller, the Company and
the
Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Accepted
Master Servicing Practices:
With
respect to any Mortgage Loan, those customary mortgage servicing practices
of
prudent mortgage servicing institutions that master service mortgage loans
of
the same type and quality as such Mortgage Loan in the jurisdiction where
the
related Mortgaged Property is located, to the extent applicable to the Trustee
or the Master Servicer (except in its capacity as successor to the Company
or a
Servicer).
Accepted
Servicing Practices:
With respect to each EMC Mortgage Loan, those mortgage servicing practices
(including collection procedures) that are in accordance with all applicable
statutes, regulations and prudent mortgage banking practices for similar
mortgage loans.
Account:
The
Distribution Account, the Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve
Account and any Protected Account.
Additional
Disclosure:
As
defined in Section 4.18.
Additional
Form 10-D Disclosure:
As
defined in Section 4.18.
Additional
Form 10-K Disclosure:
As
defined in Section 4.18.
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a
Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month
in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Company as provided in Section 6.01(a) hereof,
by the related Servicer in accordance with the related Servicing Agreement
or by
the Master Servicer as provided in Section 6.01(b) hereof.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements
hereto
made in accordance with the terms herein.
American
Home:
American Home Mortgage Corp. and American Home Mortgage Servicing,
Inc.
American
Home Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of June 30, 2006,
by
and among the Seller, American Home and the Trustee evidencing the assignment
of
the American Home Servicing Agreement to the Trust, attached hereto as Exhibit
R-1.
American
Home Servicing Agreement:
The
Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006,
between
the Seller and American Home, as amended, attached hereto as Exhibit Q-1,
as
modified by the American Home Assignment Agreement.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Company’s or the related
Servicer’s Protected Accounts at the close of business on the immediately
preceding Determination Date on account of (i) all Scheduled Payments or
portions thereof received in respect of the Mortgage Loans due after the
related
Due Period and (ii) Principal Prepayments, Liquidation Proceeds and Insurance
Proceeds received in respect of such Mortgage Loans after the last day of
the
related Prepayment Period.
Annual
Statement of Compliance:
As
defined in Section 4.16.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and a Class of Class A, Class M and Class
B
Certificates, the sum of the Realized Losses with respect to the Mortgage
Loans
which have been applied in reduction of the Certificate Principal Balance
of a
Class of Certificates pursuant to Section 6.05 of this Agreement which have
not
previously been reimbursed or reduced by any Subsequent Recoveries applied
to
such Applied Realized Loss Amount.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing,
the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the
lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assignment
Agreement:
Shall
mean any of the American Home Assignment Agreement or the HSBC Assignment
Agreement.
Assessment
of Compliance:
As
defined in Section 4.17.
Attesting
Party:
As
defined in Section 4.17.
Attestation
Report:
As
defined in Section 4.17.
Bankruptcy
Code:
Title
11 of the United States Code.
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, an amount equal to the sum of (A) if the Pass-Through Rate
for
such Class for such Distribution Date is limited to the related Net Rate
Cap,
the excess, if any, of (a) the amount of Current Interest that such Class
would
have been entitled to receive on such Distribution Date had the Pass-Though
Rate
applicable to such Class not been reduced by the applicable Net Rate Cap
on such
Distribution Date, over (b) the amount of Current Interest that such Class
received on such Distribution Date and (B) the Basis Risk Shortfall Carry
Forward Amount for the previous Distribution Date not previously paid, together
with interest thereon at a rate equal to the related Pass-Through Rate for
the
current Distribution Date.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 7.06).
As of the Closing Date, each Class of Offered Certificates constitutes a
Class
of Book-Entry Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in The City of New York, New York, Columbia, Maryland, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the Trustee
or the
Securities Administrator or the principal office of the Company or the Master
Servicer is located are authorized or obligated by law or executive order
to be
closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Securities
Administrator in substantially the forms attached hereto as Exhibits A-1
through
A-6.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than the Class C Certificates or Class R Certificates)
and as of any Distribution Date, the Initial Certificate Principal Balance
of
such Certificate plus any Subsequent Recoveries added to the Certificate
Principal Balance of such Certificate pursuant to Section 5.04(b), less the
sum
of (i) all amounts distributed with respect to such Certificate in reduction
of
the Certificate Principal Balance thereof on previous Distribution Dates
pursuant to Section 5.04, and (ii) any Applied Realized Loss Amounts allocated
to such Certificate on previous Distribution Dates. As to the Class C
Certificates and as of any Distribution Date, an amount equal to the
Uncertificated Principal Balance of the Class C Interest.
Certificate
Register:
The
register maintained pursuant to Section 7.02 hereof.
Class:
All
Certificates bearing the same Class designation as set forth in Section 7.01
hereof.
Class
A Certificate:
Any of
the Class A-1, Class A-2 and Class A-3 Certificates.
Class
A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a)
the
product of (1) 85.30% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the related Due Period), and (b) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus
$1,815,756.
Class
A-1 Certificate:
Any
Certificate designated as a “Class A-1 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class A-1 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
A-1/A-2 Net WAC Pass-Through Amounts.
Class
A-1 Pass-Through Rate:
Shall
mean on any Distribution Date, One-Month LIBOR plus 0.250% per annum, with
a
maximum rate of 8.000% per annum and a minimum rate of 0.250% per annum,
subject
to the applicable Net Rate Cap.
Class
A-1/A-2 Net WAC Pass-Through Amount:
Shall
mean, with respect to any Distribution Date, the excess, if any, of (A)
the
amount of interest payable on such Distribution Date to the Regular Interest
the
ownership of which is represented by the Class A-1 Certificates at the
related
Uncertificated REMIC III Pass-Through Rate, over (B) the amount of interest
payable on such Distribution Date to the Class A-1 Certificates at the
Class A-1
Pass-Through Rate.
Class
A-1/A-2/A-3 Net WAC Reserve Account:
Shall
mean the separate trust account or subaccount created and maintained by the
Securities Administrator pursuant to Section 6.09(a) hereof.
Class
A-1/A-2/A-3 Net WAC Reserve Account Deposit:
With
respect to the Class A-1/A-2/A-3 Net WAC Reserve Account, an amount equal
to
$5,000, which the Depositor shall deposit initially into the Class A-1/A-2/A-3
Net WAC Reserve Account pursuant to Section 6.09(a) hereof.
Class
A-1/A-2/A-3 Target Rate:
Shall
mean (A) for any Distribution Date on or prior to the Optional Termination
Date,
6.50% per annum, and (B) for any Distribution Date thereafter, 7.00% per
annum.
Class
A-2 Certificate:
Any
Certificate designated as a “Class A-2 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class A-2 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the right to receive Class
A-1/A-2 Net WAC Pass-Through Amounts and Class A-3/A-2 Net WAC Pass-Through
Amounts.
Class
A-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, 33.583366357036400% per annum minus the product of
4.3333386171258300 and One-Month LIBOR, with a maximum rate of
33.583366357036400% per annum and a minimum rate of 0.00% per annum and (ii)
for
each Distribution Date thereafter, 36.250035665599300% per annum minus the
product of 4.3333386171258300 and One-Month LIBOR per annum, with a maximum
rate
of 36.250035665599300% per annum and a minimum rate of 2.6666693085629100%,
in
each case subject to a cap equal to the related Net Rate Cap for such
Distribution Date.
Class
A-3 Pass-Through Rate:
Shall
mean on any Distribution Date, One-Month LIBOR plus 0.250% per annum, with
a
maximum rate of 8.000% per annum and a minimum rate of 0.250% per annum,
subject
to the applicable Net Rate Cap.
Class
A-3/A-2 Net WAC Pass-Through Amount:
Shall
mean, with respect to any Distribution Date, the excess, if any, of (A)
the
amount of interest payable on such Distribution Date to the Regular Interest
the
ownership of which is represented by the Class A-3 Certificates at the
related
Uncertificated REMIC III Pass-Through Rate, over (B) the amount of interest
payable on such Distribution Date to the Class A-3 Certificates at the
Class A-3
Pass-Through Rate.
Class
B Certificates:
Any of
the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates.
Class
B-1 Certificate:
Any
Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-1 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-1 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.500% per annum
and
(2) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 0.750% per annum and (2) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance
of the
Class M-1 Certificates (after taking into account the payment of the Class
M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal Distribution
Amount on such Distribution Date) and (5) the Certificate Principal Balance
of
the Class B-1 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 94.50% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,815,756.
Class
B-2 Certificate:
Any
Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-2 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.950% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 1.425% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance
of the
Class M-1 Certificates (after taking into account the payment of the Class
M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal Balance
of the
Class B-1 Certificates (after taking into account the payment of the Class
B-1
Principal Distribution Amount on such Distribution Date) and (6) the Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 95.20% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,815,756.
Class
B-3 Certificate:
Any
Certificate designated as a “Class B-3 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-3 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-3 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 1.150% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 1.725% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance
of the
Class M-1 Certificates (after taking into account the payment of the Class
M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal Balance
of the
Class B-1 Certificates (after taking into account the payment of the Class
B-1
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class B-2 Certificates (after taking into account
the
payment of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (7) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 95.90% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the related Due Period), and (2) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus
$1,815,756.
Class
B-4 Certificate:
Any
Certificate designated as a “Class B-4 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-4 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-4 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 2.100% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 3.150% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance
of the
Class M-1 Certificates (after taking into account the payment of the Class
M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal Balance
of the
Class B-1 Certificates (after taking into account the payment of the Class
B-1
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class B-2 Certificates (after taking into account
the
payment of the Class B-2 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class B-3 Certificates
(after taking into account the payment of the Class B-3 Principal Distribution
Amount on such Distribution Date) and (8) the Certificate Principal Balance
of
the Class B-4 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 96.90% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,815,756.
Class
B-5 Certificate:
Any
Certificate designated as a “Class B-5 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-4 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-5 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 2.000% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 3.000% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance
of the
Class M-1 Certificates (after taking into account the payment of the Class
M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal Balance
of the
Class B-1 Certificates (after taking into account the payment of the Class
B-1
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class B-2 Certificates (after taking into account
the
payment of the Class B-2 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class B-3 Certificates
(after taking into account the payment of the Class B-3 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance
of the
Class B-4 Certificates (after taking into account the payment of the Class
B-4
Principal Distribution Amount on such Distribution Date) and (9) the Certificate
Principal Balance of the Class B-5 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 97.90% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,815,756.
Class
C Certificate:
Any
Certificate designated as a “Class C Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class C Certificates herein and evidencing
(i) a
Regular Interest in REMIC IV and (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts.
Class
C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for
the
Class C Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication,
any
Subsequent Recoveries not distributed to the Class A, Class M and Class B
Certificates on such Distribution Date; provided, however that on any
Distribution Date after the Distribution Date on which the Certificate Principal
Balances of the Class A, Class M and Class B Certificates have been reduced
to
zero, the Class C Distribution Amount shall include the Overcollateralization
Amount. For federal income tax purposes, the Class C Distribution Amount
for the
Class C Interest for any Distribution Date shall be an amount equal to 100%
of
the amounts distributed in respect of REMIC II Regular Interest C on such
Distribution Date.
Class
C Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class C Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
M-1 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.320% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 0.480% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (2) the Certificate Principal Balance
of
the Class M-1 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 89.80% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,815,756.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
M-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.380% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 0.570% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (3) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 92.20% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,815,756.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
M-3 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.400% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 0.600% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and
the Class M-2 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (4) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 93.50% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,815,756.
Class
P Certificate:
Any
Certificate designated as a “Class P Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class P Certificates as set forth herein and
evidencing a Regular Interest in REMIC V and (ii) the right to receive any
Prepayment Charge Waiver Amounts.
Class
P Certificate Account:
The
account established and maintained by the Securities Administrator pursuant
to
Section 6.09 hereof.
Class
P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 or Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in
REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class R-1 Certificates as set forth herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in
REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class R-2 Certificates as set forth herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in
REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class R-3 Certificates as set forth herein.
Class
RX Certificate:
Any
Certificate designated a “Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-6 hereto, evidencing the ownership of the Class R-4
Interest and Class R-5 Interest and representing the right to the Percentage
Interest of distributions provided for the Class RX Certificates as set forth
herein.
Closing
Date:
June
30, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Company:
EMC.
Company
Information:
As
defined in Section 4.18(c).
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Distribution
Account by the Company or the related Servicer with respect to the payment
of a
Prepayment Interest Shortfall on a Mortgage Loan subject to this Agreement;
provided that in the event the Company or the related Servicer fails to make
such payment, the Master Servicer shall be obligated to do so to the extent
provided in Section 6.02(c) hereof.
Corporate
Trust Office:
With
respect to the Trustee, the designated corporate trust office of the Trustee
where at any particular time its corporate trust business with respect
to this
Agreement shall be administered, which office at the date of the execution
of
this agreement is located at U.S. Bank National Association, Xxx Xxxxxxx
Xxxxxx,
0xx
Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services, BSABS
2006-AC4, or such other address as the Trustee may designate from time
to time,
and (ii) with respect to the Securities Administrator, the designated office
of
the Securities Administrator at which at any particular time its corporate
trust
business with respect to this Agreement shall be administered, which office
at
the date of the execution of this Agreement is located at 0000 Xxx Xxxxxxxxx
Xxxx, Xxxxxxxx, XX 00000, Attention: Corporate Trust Services, BSABS 2006-AC4
except for purposes of certificate transfer purposes, such term shall mean
the
office or agency of the Securities Administrator located at Xxxxx Fargo
Bank,
N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services, BSABS 2006-AC4.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
C and P), the Certificate with the corresponding designation.
Corresponding
Interest:
With
respect to each REMIC I Regular Interest (other than REMIC I Regular Interests
AA and ZZ), the REMIC II Regular Interest with the corresponding designation.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates and interests of
each
class (other than the the Residual Interests and the Residual Certificates),
(i)
the interest accrued on the Certificate Principal Balance or Notional Amount
or
Uncertificated Notional Amount, as applicable, during the related Interest
Accrual Period at the applicable Pass-Through Rate, plus any amount previously
distributed with respect to interest for such Certificate or interest that
has
been recovered as a voidable preference by a trustee in bankruptcy minus
(ii)
the sum of (a) any Prepayment Interest Shortfall for such Distribution Date,
to
the extent not covered by Compensating Interest and (b) any Relief Act Interest
Shortfalls during the related Due Period, provided, however, that for purposes
of calculating Current Interest for any such class, amounts specified in
clause
(ii) hereof for any such Distribution Date shall be allocated first to the
C
Certificates and the Class C Interest in reduction of amounts otherwise
distributable to such Certificates and interest on such Distribution Date
and
then any excess shall be allocated to each Class of Class A, Class M and
Class B
Certificates pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof
for
each such Class on such Distribution Date.
Current
Report:
The
Current Report pursuant to Section 13 or 15(d) of the Exchange Act.
Current
Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x)
the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates and (ii) the Overcollateralization
Amount,
in each case prior to the distribution of the Principal Distribution Amount
on
such Distribution Date, by (y) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received
during
the related Prepayment Period, and after reduction for Realized Losses
incurred
during the related Due Period).
Custodial
Agreement:
An
agreement, dated as of June 30, 2006, among the Depositor, the Seller, the
Trustee, the Master Servicer, the Securities Administrator and the Custodian
in
substantially the form of Exhibit J hereto.
Custodian:
Xxxxx
Fargo Bank, National Association, or any successor custodian appointed pursuant
to the provisions hereof and the Custodial Agreement.
Cut-off
Date:
The
close of business on June 1, 2006.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all Principal Prepayments
received prior to the Cut-off Date and scheduled payments of principal due
on or
before the Cut-off Date, whether or not received, but without giving effect
to
any installments of principal received in respect of Due Dates after the
Cut-off
Date. The aggregate Cut-off Date Principal Balance of the Mortgage Loans
is
$363,151,281.98.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results
in a
permanent forgiveness of principal.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results
from an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 7.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquency
Event:
A
Delinquency Event shall have occurred and be continuing if at any time, (x)
the
percent equivalent of a fraction, the numerator of which is the aggregate
Stated
Principal Balance of the Mortgage Loans that are 60 days or more Delinquent
(including for this purpose any such Mortgage Loans in bankruptcy or foreclosure
and Mortgage Loans with respect to which the related Mortgaged Property is
REO
Property), and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans as of the last day of the related Due
Period exceeds (y) 47.60% of the Current Specified Enhancement
Percentage.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such
payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the corresponding day of
the
month immediately succeeding the month in which such payment was due, or,
if
there is no such corresponding day (e.g., as when a 30-day month follows
a
31-day month in which a payment was due on the 31st day of such month), then
on
the last day of such immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so on. This method of determining
delinquencies is also referred to as the OTS method.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as
the
“Initial Principal Balance or initial notional amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement between
the
Depositor signing on behalf of the Issuing Entity and the initial Depository,
dated as of the Closing Date, substantially in the form of Exhibit
H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination
Date:
With
respect to any Distribution Date, the 15th day of the month of such Distribution
Date or, if such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution
Account:
The
separate Eligible Account created and maintained by the Securities Administrator
pursuant to Section 5.08 in the name of the Trustee for the benefit of the
Certificateholders and designated “U.S. Bank National Association, in trust for
registered Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2006-AC4” shall be held in trust for the Certificateholders
for the uses and purposes set forth in this Agreement.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in July 2006.
Distribution
Report:
The
Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of
the
Exchange Act.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled
Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from the second day of the calendar
month preceding the calendar month in which such Distribution Date occurs
through close of business on the first day of the calendar month in which
such
Distribution Date occurs.
XXXXX:
As
defined in Section 4.18.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long
as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories respectively,
at the time any amounts are held on deposit therein, or (ii) an account or
accounts in a depository institution or trust company in which such accounts
are
insured by the FDIC (to the limits established by the FDIC) and the uninsured
deposits in which accounts are otherwise secured such that, as evidenced
by an
Opinion of Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account
or a
perfected first priority security interest against any collateral (which
shall
be limited to Permitted Investments) securing such funds that is superior
to
claims of any other depositors or creditors of the depository institution
or
trust company in which such account is maintained, or (iii) a trust account
or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company having capital and surplus
of
not less than $50,000,000, acting in its fiduciary capacity or (iv) any other
account acceptable to the Rating Agencies. Eligible Accounts may bear interest,
and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee.
EMC:
EMC
Mortgage Corporation, a Delaware corporation.
EMC
Mortgage Loans:
Those
Mortgage Loans serviced by the Company pursuant to the terms of this
Agreement.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class B-5, Class C, Class P and Residual Certificates.
Event
of Default:
As
defined in Section 9.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date, an amount, if any, equal to the sum of
(a) the
Remaining Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the
Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date, the excess, if any, of (i) the Interest
Funds
for such Distribution Date over (ii) the sum of the Current Interest on the
Class A, Class M and Class B Certificates and Interest Carry Forward Amounts
on
the Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 6.04(a)(3)(A)), in each case for such Distribution
Date.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exchange
Act Reports:
Any
reports required to be filed pursuant to Section 4.18 of this
Agreement.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date, over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for such Distribution
Date.
Xxxxxx
Xxx:
Xxxxxx
Xxx (formally, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC pursuant to or as contemplated
by
Section 2.03(c) or Section 11.01), a determination made by the Company pursuant
to this Agreement or the applicable Servicer pursuant to the related Servicing
Agreement that all Insurance Proceeds, Liquidation Proceeds and other payments
or recoveries which the Company or such Servicer, in its reasonable good
faith
judgment, expects to be finally recoverable in respect thereof have been
so
recovered. The Master Servicer shall maintain records, based solely on
information provided by the Company and each Servicer, of each Final Recovery
Determination made thereby.
Final
Scheduled Distribution Date:
With
respect to the Certificates, July 25, 2036.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May
31,
June 1 to August 31, or September to November 30, as applicable.
Freddie
Mac:
Freddie
Mac (formally, The Federal Home Loan Mortgage Corporation), or any successor
thereto.
Global
Certificate:
Any
Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
Gross
Margin:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set
forth in
the related Mortgage Note that is added to the Index on each Adjustment
Date in
accordance with the terms of the related Mortgage Note used to determine
the
Mortgage Rate for such Mortgage Loan.
HSBC:
HSBC
Mortgage Corporation (USA).
HSBC
Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of June 30, 2006,
by
and among the Seller, HSBC and the Trustee evidencing the assignment of the
HSBC
Servicing Agreement to the Trust, attached hereto as Exhibit R-2.
HSBC
Servicing Agreement:
The
Amended and Restated Purchase, Warranties and Servicing Agreement, dated
as of
September 1, 2005, between the Seller and HSBC, as amended, attached hereto
as
Exhibit Q-2, as modified by the HSBC Assignment Agreement.
Indemnified
Persons:
The
Trustee, the Master Servicer, the Company, the Trust Fund and the Securities
Administrator and their officers, directors, agents and employees and, with
respect to the Trustee, any separate co-trustee and its officers, directors,
agents and employees.
Individual
Certificate:
Any
Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Insurance
Policy:
With
respect to any Mortgage Loan included in the Trust Fund, any insurance policy
or
LPMI Policy, including all riders and endorsements thereto in effect with
respect to such Mortgage Loan, including any replacement policy or policies
for
any Insurance Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance
Policy
or any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Company, the
related Servicer or the trustee under the deed of trust and are not applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Company or the related Servicer
would
follow in servicing mortgage loans held for its own account, in each case
other
than any amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured
Expenses:
Expenses covered by an Insurance Policy or any other insurance policy with
respect to the Mortgage Loans.
Interest
Accrual Period:
With
respect to the Certificates (other than the Class C, Class P Certificates and
the Residual Certificates) and any Distribution Date, the period from and
including the 25th day of the calendar month preceding the month in which
such
Distribution Date occurs (or with respect to the Class M Certificates and
Class
B Certificates and the first Interest Accrual Period, the Closing Date)
to and
including the 24th
day of
the calendar month in which such Distribution Date occurs. The Class R
Certificates and Class P Certificates are not entitled to distributions
of
interest and do not have an Interest Accrual Period. With respect to the
Class C
Certificates and the Class C Interest and any Distribution Date, the calendar
month immediately preceding such Distribution Date. All calculations of
interest
on the Class A Certificates and Class C Certificates and the Class C Interest
will be made on the basis of a 360-day year consisting of twelve 30-day
months.
All calculations of interest on the Class M Certificates and Class B
Certificates will be made on the basis of the actual number of days elapsed
in
the related Interest Accrual Period.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class C, Class P and Residual Certificates), the sum of (i) the excess
of
(a) the Current Interest for such Class with respect to such Distribution
Date
and any prior Distribution Dates over (b) the amount actually distributed
to
such Class of Certificates with respect to interest on such Distribution
Dates
and (ii) interest thereon (to the extent permitted by applicable law) at
the
applicable Pass-Through Rate for such Class for the related Interest Accrual
Period including the Interest Accrual Period relating to such Distribution
Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Interest
Accrual Period.
Interest
Funds:
For any
Distribution Date, (i) the sum, without duplication, of (a) all scheduled
interest during the related Due Period with respect to the related Mortgage
Loans less the Servicing Fee, the Master Servicing Fee and the LPMI Fee,
if any,
(b) all Advances relating to interest with respect to the related Mortgage
Loans
remitted by the related Servicer or Master Servicer, as applicable, on
or prior
to the related Remittance Date, (c) all Compensating Interest with respect
to
the related Mortgage Loans required to be remitted by the Company or the
Master
Servicer pursuant to this Agreement or the related Servicer pursuant to
the
related Servicing Agreement with respect to such Distribution Date, (d)
Liquidation Proceeds and Subsequent Recoveries with respect to the related
Mortgage Loans collected during the related Prepayment Period (to the extent
such Liquidation Proceeds and Subsequent Recoveries relate to interest),
(e) all
amounts relating to interest with respect to each Mortgage Loan repurchased
by
the Seller pursuant to Sections 2.02 and 2.03 and by EMC pursuant to Section
4.20, (f) all amounts in respect of interest paid by the Master Servicer
pursuant to Section 11.01, in each case to the extent remitted by the Company
or
the related Servicer, as applicable, to the Distribution Account pursuant
to
this Agreement or the related Servicing Agreement and (g) the interest
portion
of any proceeds received from the exercise of an Optional Termination pursuant
to Section 11.01 minus (ii) all amounts required to be reimbursed pursuant
to
Sections 5.02, 5.05 and 5.09 or as otherwise set forth in this
Agreement.
Issuing
Entity: Bear Xxxxxxx Asset Backed Securities I Trust 2006-AC4.
Latest
Possible Maturity Date:
July
25, 2036, which is the Distribution Date in the month following the final
scheduled maturity date of the Mortgage Loan in the Trust Fund having
the latest
scheduled maturity date as of the Cut-off Date. For purposes of the Treasury
regulations under Sections 860A through 860G of the Code, the latest
possible
maturity date of each Regular Interest issued by REMIC I, REMIC II, REMIC
III,
REMIC IV and REMIC V shall be the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
LIBOR
Certificates:
Any of
the Class A, Class M and Class B Certificates.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Company or the related Servicer has made a Final Recovery Determination with
respect thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or
partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing
Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan-to-Value
Ratio:
The
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the related Mortgage Loan and the denominator of which
is
the Appraised Value of the related Mortgaged Property.
Loss
Allocation Limitation:
The
meaning specified in Section 6.05(c) hereof.
LPMI
Fee:
Shall
mean the fee payable to the insurer for each Mortgage Loan subject to an
LPMI
Policy as set forth in such LPMI Policy and on the Mortgage Loan
Schedule.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Xxx and Freddie Mac in which the Company or the related
Servicer of the related Mortgage Loan is responsible for the payment of the
LPMI
Fee thereunder from collections on the related Mortgage Loan.
Majority
Class C Certificateholder:
Shall
mean the Holder of a 50.01% or greater Percentage Interest in the Class C
Certificates.
Marker
Rate:
With
respect to REMIC II Regular Interest C and any Distribution Date, a per annum
rate equal to two (2) times the weighted average of the Uncertificated REMIC
I
Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I
Regular
Interests AA and P), with the rate on each such REMIC I Regular Interest
(other
than REMIC I Regular Interest ZZ) subject to a cap equal to the Uncertificated
REMIC II Pass-Through Rate for the Corresponding Interest for the purpose
of
this calculation for such Distribution Date, and with the rate on REMIC I
Regular Interest ZZ subject to a cap of zero for the purpose of this
calculation; provided, however, that solely for this purpose, the related
cap
with respect to each REMIC I Regular Interest (other than REMIC I Regular
Interests AA, A-1, P and ZZ) shall be multiplied by a fraction, the numerator
of
which is 30 and the denominator of which is the actual number of days in
the
related Interest Accrual Period.
Master
Servicer:
Xxxxx
Fargo Bank, National Association, in its capacity as master servicer, and
its
successors and assigns.
Master
Servicing Compensation:
For any
Distribution Date, the Master Servicing Fee for such Distribution Date and
any
amounts earned on permitted investments in the Distribution
Account.
Master
Servicing Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Master Servicing Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the Due Date in the month preceding the month in which
such
Distribution Date occurs.
Master
Servicing Fee Rate:
0.0175%
per annum.
Master
Servicing Information:
As
defined in Section 4.18(c).
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth
in the
related Mortgage Note as the maximum Mortgage Rate thereunder.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on
the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth
in the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement delivered pursuant to Section 6.06.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument creating a first lien on or first
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Trustee or Custodian
on its behalf to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified
in the
Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition
of
title of the related Mortgaged Property. Any mortgage loan that was intended
by
the parties hereto to be transferred to the Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact not so transferred for any reason
including, without limitation, a breach of the representation contained in
Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan hereunder
until
the Purchase Price with respect thereto has been paid to the Trust
Fund.
Mortgage
Loan Purchase Agreement:
Shall
mean the Mortgage Loan Purchase Agreement, dated as of June 30, 2006, between
the Seller, as seller and the Depositor, as purchaser in the form attached
hereto as Exhibit L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 11.01, to be paid in connection
with
the repurchase of the Mortgage Loans pursuant to Section 11.01.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller to reflect
the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
Loans pursuant to the provisions of this Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
the
initial Mortgage Loan Schedule being attached hereto as Exhibit B, setting
forth
the following information with respect to each Mortgage Loan:
(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 Servicer's Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) the
Trustee Fee Rate, if applicable;
(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
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
The
annual rate of interest borne by a Mortgage Note.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
Rate less the sum of (i) the Servicing Fee Rate, (ii) the Master Servicing
Fee
Rate and (iii) the rate at which the LPMI Fee is calculated, if
any.
Net
Rate Cap:
With
respect to the Class A-1, Class A-2 and Class A-3 Certificates and any
Distribution Date will be calculated based on an assumed certificate with
a
principal balance equal to the aggregate Certificate Principal Balance
of the
Class A-1, Class A-2 and Class A-3 Certificates and a fixed pass-through
rate of
6.50% per annum and a rate increase of 0.50% per annum after the Optional
Termination Date. If the weighted average of the Net Mortgage Rates on
the
Mortgage Loans for any Distribution Date is less than 6.50% per annum (or,
after
the Optional Termination Date, 7.00% per annum), the amount of the shortfall
which would occur with respect to the assumed certificate for such Distribution
Date will be allocated among the Class A-1, Class A-2 and Class A-3 Certificates
in proportion to their current entitlements to interest for such Distribution
Date calculated without regard to this cap, and the Net Rate Cap for each
such
Class for such Distribution Date will be equal to the Pass-Through Rate
for such
Class for such Distribution Date (determined without regard to the related
Net
Rate Cap) reduced by the shortfall for such Distribution Date allocable
to such
Class as determined pursuant to this sentence. For the avoidance of doubt,
the
Net Rate Cap will not be applicable to the Class A-1, Class A-2 or Class
A-3
Certificates for any Distribution Date on which the weighted average of
the Net
Mortgage Rates on the Mortgage Loans is equal to or greater than 6.50%
per annum
(or, after the Optional Termination Date, 7.00% per annum).
With
respect to the Class M Certificates and Class B Certificates, a per annum
rate
equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans
as
of the first day of the related Due Period , adjusted for the actual numbers
of
days elapsed in the Interest Accrual Period.
For
federal income tax purposes, the Net Rate Cap with respect to each of the
Class
A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates and
any
Distribution Date shall be equal to the Uncertificated REMIC III Pass-Through
Rate for such Distribution Date for the Regular Interest the ownership
of which
is represented by such Certificate. For federal income tax purposes, the
Net
Rate Cap with respect to each Class M Certificate and Class B Certificate
and
any Distribution Date shall be a rate equal to the weighted average of
the
Uncertificated REMIC II Pass-Through Rate for such Distribution Date for
the
REMIC II Regular Interest for which such Certificate is the Corresponding
Certificate.
Non-Book-Entry
Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Company
or
the Master Servicer pursuant to this Agreement or the related Servicer pursuant
to the related Servicing Agreement, that, in the good faith judgment of the
Company, the Master Servicer or the related Servicer, will not or, in the
case
of a proposed advance, would not, be ultimately recoverable by it from the
related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
otherwise.
Notional
Amount:
With
respect to the Class C Certificates and any Distribution Date, an amount
equal
to the aggregate Stated Principal Balance of the Mortgage Loans. The initial
Notional Amount of the Class C Certificates shall be $363,151,281.98. For
federal income tax purposes, the Class C Certificates will have a Notional
Amount equal to the Uncertificated Notional Amount of the Class C
Interest.
Offered
Certificates:
Any of
the Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class
B-1,
Class B-2, Class B-3 and Class B-4 Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of
the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor, the Seller, any Servicer or the
Master Servicer (or any other officer customarily performing functions similar
to those performed by any of the above designated officers and also to whom,
with respect to a particular matter, such matter is referred because of such
officer’s knowledge of and familiarity with a particular subject) or (ii), if
provided for in this Agreement, signed by a Servicing Officer, as the case
may
be, and delivered to the Depositor, the Seller, the Securities Administrator,
the Master Servicer and/or the Trustee, as the case may be, as required by
this
Agreement.
One-Month
LIBOR:
With
respect to any Interest Accrual Period and the LIBOR Certificates, the rate
determined by the Securities Administrator on the related Interest Determination
Date on the basis of the rate for U.S. dollar deposits for one month that
appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
Interest Determination Date. If
such
rate does not appear on such page (or such other page as may replace that
page
on that service, or if such service is no longer offered, such other service
for
displaying One-Month LIBOR or comparable rates as may be reasonably selected
by
the Securities Administrator), One-Month LIBOR for the applicable Interest
Accrual Period will be the Reference Bank Rate. If no such quotations can
be
obtained by the Securities Administrator and no Reference Bank Rate is
available, One-Month LIBOR shall be One-Month LIBOR applicable to the preceding
Interest Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Securities Administrator and the Securities
Administrator’s calculation of the rate of interest applicable to the LIBOR
Certificates for the related Interest Accrual Period shall, in the absence
of
manifest error, be final and binding. One-Month
LIBOR for the Class M Certificates and Class B Certificates and any Accrual
Period shall be calculated as described above. One-Month LIBOR for the initial
Accrual Period will be 5.18% with regard to the Class A-1, Class A-2 and
Class
A-3 Certificates.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Seller, the Depositor,
the Company or the Master Servicer, reasonably acceptable to each addressee
of
such opinion; provided that with respect to Section 2.05, 8.05, 8.07 or 12.01,
or the interpretation or application of the REMIC Provisions, such counsel
must
(i) in fact be independent of the Seller, Depositor, the Company and the
Master
Servicer, (ii) not have any direct financial interest in the Seller, Depositor,
the Company or the Master Servicer or in any affiliate of either, and (iii)
not
be connected with the Seller, Depositor, the Company or the Master Servicer
as
an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.
Optional
Termination:
The
termination of the Trust created hereunder as a result of the purchase
of all of
the assets of the Trust and any related REO Property pursuant to Section
11.01.
Optional
Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Mortgage
Loans is equal to or less than 10% of the Stated Principal Balance of all
of the
Mortgage Loans as of the Cut-off Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
Originator:
With
respect to each Mortgage Loan, shall mean the originator set forth in the
Mortgage Loan Schedule for such Mortgage Loan.
OTS:
The
Office of Thrift Supervision.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Securities Administrator or delivered to the
Securities Administrator for cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Securities Administrator pursuant to this
Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period)
over
the aggregate Certificate Principal Balance of the Certificates (other than
the
Class C Certificates and the Class P Certificates) on such Distribution Date
(after taking into account the payment of principal other than any Extra
Principal Distribution Amount on such Certificates).
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Remittance
Amount for such Distribution Date and (y) the excess, if any, of (i) the
Overcollateralization Amount for such Distribution Date (assuming that 100%
of
the Principal Remittance Amount is applied as a principal payment on such
Distribution Date), over (ii) the Overcollateralization Target Amount for
such
Distribution Date (with the amount pursuant to clause (y) deemed to be $0
if the
Overcollateralization Amount is less than or equal to the Overcollateralization
Target Amount on that Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 1.05% of
the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(b) on or after the Stepdown Date and if a Trigger Event is not in effect,
the
greater of (i) the lesser of (1) 1.05% of the aggregate Stated Principal
Balance
of the Mortgage Loans as of the Cut-off Date and (2) 2.10% of the then current
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) and (ii) $1,815,756 or (c) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
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.
Pass-Through
Rate:
With
respect to each Class of Certificates (other than the Class C Certificates),
the
Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through
Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3
Pass-Through Rate, Class B-1 Pass-Through Rate, Class B-2 Pass-Through Rate,
Class B-3 Pass-Through Rate, Class B-4 Pass-Through Rate or Class B-5
Pass-Through Rate, as applicable.
With
respect to the Class C Interest, the Class C Interest shall not have a
Pass-Through Rate, but the Current Interest for such interest and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to REMIC II Regular Interest C.
With
respect to the Class C Certificate,
the
Class C Certificate shall not have a Pass-Through Rate, but Current Interest
for
such Certificate and each Distribution Date shall be an amount equal to 100%
of
the amounts distributable to the Class C Interest for such Distribution
Date.
With
respect to the Class P Certificate and the Class P Interest, 0.00% per
annum.
Paying
Agent:
The
Securities Administrator, in its capacity as paying agent, and its successors
and assigns.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest
set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of
all
Certificates of the such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) obligations
of the United States or any agency thereof, provided such obligations are
backed
by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each Rating
Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency, or such lower rating
as will
not result in the downgrading or withdrawal of the ratings then assigned
to the
Certificates by each Rating Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities (including the Trustee in its
commercial banking capacity), provided that the commercial paper and/or long
term unsecured debt obligations of such depository institution or trust company
are then rated one of the two highest long-term and the highest short-term
ratings of each such Rating Agency for such securities, or such lower ratings
as
will not result in the downgrading or withdrawal of the rating then assigned
to
the Certificates by any Rating Agency;
(v) demand
or
time deposits or certificates of deposit issued by any bank or trust company
or
savings institution to the extent that such deposits are fully insured by
the
FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation containing, at the time of the issuance of such agreements, such
terms and conditions as will not result in the downgrading or withdrawal
of the
rating then assigned to the Certificates by any such Rating Agency;
(vii) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(viii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest long term ratings of each Rating Agency (except if the Rating
Agency is Xxxxx’x, such rating shall be the highest commercial paper rating of
Xxxxx’x for any such securities), or such lower rating as will not result in the
downgrading or withdrawal of the rating then assigned to the Certificates
by any
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
(ix) interests
in any money market fund (including any such fund managed or advised by the
Trustee or Master Servicer or any affiliate thereof) which at the date of
acquisition of the interests in such fund and throughout the time such interests
are held in such fund has the highest applicable long term rating by each
Rating
Agency rating such fund or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by
each Rating Agency;
(x) short
term investment funds sponsored by any trust company or banking association
incorporated under the laws of the United States or any state thereof (including
any such fund managed or advised by the Trustee or any affiliate thereof)
which
on the date of acquisition has been rated by each Rating Agency in their
respective highest applicable rating category or such lower rating as will
not
result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency; and
(xi) such
other investments having a specified stated maturity and bearing interest
or
sold at a discount acceptable to each Rating Agency as will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates
by any
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or
(iii)
is purchased at a deep discount; provided further that no such instrument
shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and
the
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (vi) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Master Servicer shall receive an Opinion of Counsel, at the expense
of the Master Servicer, to the effect that such investment will not adversely
affect the status of any such REMIC as a REMIC under the Code or result in
imposition of a tax on any such REMIC. Permitted Investments that are subject
to
prepayment or call may not be purchased at a price in excess of
par.
Permitted
Transferee:
Any
Person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to
any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in Section 1381(a)(2)(C) of the Code or (v) an electing large partnership
within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or
the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States
is able
to exercise primary supervision over the administration of the trust and
one or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Trustee or Securities Administrator
based
upon an Opinion of Counsel addressed to the Trustee or Securities Administrator
(which shall not be an expense of the Trustee or Securities Administrator)
that
states that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to
fail
to qualify as a REMIC at any time that any Certificates are Outstanding.
The
terms “United States,” “State” and “International Organization” shall have the
meanings set forth in Section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States
or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Freddie Mac, a majority
of its board of directors is not selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-
stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Prepayment
Assumption:
The
applicable rate of prepayment, as described in the Prospectus
Supplement.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the
related
Mortgage Note.
Prepayment
Charge Waiver Amount:
Any
amount paid by the Company or related Servicer to the Master Servicer in
respect
of waived Prepayment Charges pursuant to Section 5.01(a).
Prepayment
Interest Excess:
With
respect to any Distribution Date, for each EMC Mortgage Loan that was the
subject of a Principal Prepayment in full or in part during the portion of
the
related Prepayment Period occurring between the first day of the calendar
month
in which such Distribution Date occurs and the Determination Date of the
calendar month in which such Distribution Date occurs, an amount equal to
interest (to the extent received) at the applicable Net Mortgage Rate on
the
amount of such Principal Prepayment for the number of days commencing on
the
first day of the calendar month in which such Distribution Date occurs and
ending on the last date through which interest is collected from the related
Mortgagor.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment, a Principal Prepayment in full, or that became
a
Liquidated Loan during the related Prepayment Period, (other than a Principal
Prepayment in full resulting from the purchase of a Mortgage Loan pursuant
to
Section 2.02, 2.03, 4.20 or 11.01 hereof), the amount, if any, by which (i)
one
month’s interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan immediately prior to such prepayment (or
liquidation) or in the case of a partial Principal Prepayment on the amount
of
such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest
paid or collected in connection with such Principal Prepayment or such
liquidation proceeds less the sum of (a) the related Servicing Fee, (b) the
Master Servicing Fee Rate and (c) the LPMI Fee, if any.
Prepayment
Period:
As to
any Distribution Date and (i) each EMC Mortgage Loan, the period commencing
on
the 16th
day of
the month prior to the month in which the related Distribution Date occurs
and
ending on the 15th
day of
the month in which such Distribution Date occurs and (ii) any other Mortgage
Loan, the period set forth in the related Servicing Agreement.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note holder in the event of
default by the obligor under such Mortgage Note or the related security
instrument, if any or any replacement policy therefor through the related
Interest Accrual Period for such Class relating to a Distribution
Date.
Principal
Distribution Amount:
With
respect to each Distribution Date, an amount equal to (x) the Principal Funds
for such Distribution Date plus (y) any Extra Principal Distribution Amount
for
such Distribution Date, less (z) any Overcollateralization Release
Amount.
Principal
Funds:
With
respect to any Distribution Date, (i) the sum, without duplication, of (a)
all
scheduled principal collected on the Mortgage Loans during the related Due
Period, (b) all Advances relating to principal made with respect to the Mortgage
Loans remitted by the related Servicer or Master Servicer, as applicable,
on or
prior to the Remittance Date, (c) Principal Prepayments with respect to the
Mortgage Loans exclusive of Prepayment Charges or penalties collected during
the
related Prepayment Period, (d) the Stated Principal Balance of each Mortgage
Loan that was repurchased by the Seller pursuant to Sections 2.02 or 2.03
or by
EMC pursuant to Section 4.20, (e) the aggregate of all Substitution Adjustment
Amounts with respect to the Mortgage Loans for the related Determination
Date in
connection with the substitution of related Mortgage Loans pursuant to Section
2.03(d), (e) all Liquidation Proceeds and Subsequent Recoveries with respect
to
the Mortgage Loans collected during the related Prepayment Period (to the
extent
such Liquidation Proceeds and Subsequent Recoveries relate to principal)
and
remitted by the Company or the related Servicer to the Distribution Account
pursuant to this Agreement or the related Servicing Agreement and (f) amounts
in
respect of principal paid by the Majority Class C Certificateholder pursuant
to
Section 11.01 minus (ii) all related amounts required to be reimbursed pursuant
to Sections 5.02, 5.05 and 5.09 or as otherwise set forth in this
Agreement.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 4.20 and 11.01 hereof) that is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment. Partial Principal Prepayments shall be applied by
the
Company or the related Servicer, as appropriate, in accordance with the terms
of
the related Mortgage Note.
Principal
Remittance Amount:
With
respect to each Distribution Date, the sum of the amounts listed in clauses
(a)
through (e) of the definition of Principal Funds.
Private
Certificates:
Any of
the Class B-5, Class C, Class P and Class R Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated June 28, 2006 relating to the public offering
of the
Offered Certificates.
Protected
Account:
Each
account established and maintained by the Company with respect to receipts
on
the Mortgage Loans and REO Property in accordance with Section 5.01 hereof
or by
the related Servicer in accordance with the related Servicing
Agreement.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan (x) required to be repurchased by the Seller
pursuant to Section 2.02 or 2.03 hereof or (y) that EMC has a right to
purchase
pursuant to Section 4.21 hereof, an amount equal to the sum of (i) 100%
of the
outstanding principal balance of the Mortgage Loan as of the date of such
purchase plus (ii) accrued interest thereon at the applicable Mortgage
Rate
through the first day of the month in which the Purchase Price is to be
distributed to Certificateholders, reduced by any portion of the Servicing
Fee,
Servicing Advances and Advances payable to the purchaser of the Mortgage
Loan
plus and (iii) any costs and damages (if any) incurred by the Trust in
connection with any violation of such Mortgage Loan of any predatory lending
laws.
Rating
Agency:
Each of
Xxxxx’x and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination
has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor through
the end
of the calendar month in which such Final Recovery Determination was made,
calculated in the case of each calendar month during such period (A) at an
annual rate equal to the annual rate at which interest was then accruing
on such
Mortgage Loan and (B) on a principal amount equal to the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, minus (iii) the proceeds, if any, received
in
respect of such Mortgage Loan during the calendar month in which such Final
Recovery Determination was made, net of amounts that are payable therefrom
to
the Company pursuant to this Agreement or the related Servicer pursuant to
the
related Servicing Agreement. In addition, to the extent the Company, the
related
Servicer or the Master Servicer receives Subsequent Recoveries with respect
to
any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such recoveries are distributed to any
Class
of Certificates or applied to increase Excess Spread on any Distribution
Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to
which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar
month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan
as of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination
was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date:
With
respect to any Distribution Date and the Certificates (other than the Class
C,
Class P and Residual Certificates), so long as such Classes of Certificates
are
Book-Entry Certificates, the Business Day preceding such Distribution Date,
and
otherwise, the close of business on the last Business Day of the month preceding
the month in which such Distribution Date occurs. With respect to the Class
C,
Class P Certificates and Residual Certificates, so long as such Classes of
Certificates remain non Book-Entry Certificates, the close of business on
the
last Business Day of the month preceding the month in which such Distribution
Date occurs.
Reference
Banks:
Shall
mean leading banks selected by the Securities Administrator and engaged in
transactions in Eurodollar deposits in the international Eurocurrency market
(i)
with an established place of business in London, (ii) which have been designated
as such by the Securities Administrator and (iii) which are not controlling,
controlled by, or under common control with, the Depositor, the Seller or
the
Master Servicer.
Reference
Bank Rate:
With
respect to any Interest Accrual Period shall mean the arithmetic mean, rounded
upwards, if necessary, to the nearest whole multiple of 0.03125%, of the
offered
rates for United States dollar deposits for one month that are quoted by
the
Reference Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of the LIBOR Certificates for such Interest Accrual Period,
provided that at least two such Reference Banks provide such rate. If fewer
than
two offered rates appear, the Reference Bank Rate will be the arithmetic
mean,
rounded upwards, if necessary, to the nearest whole multiple of 0.03125%,
of the
rates quoted by one or more major banks in New York City, selected by the
Securities Administrator, as of 11:00 a.m., New York City time, on such date
for
loans in United States dollars to leading European banks for a period of
one
month in amounts approximately equal to the aggregate Certificate Principal
Balance of the LIBOR Certificates for such Interest Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or any similar state or local
law.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in
the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Relief Act.
Remaining
Excess Spread:
With
respect to any Distribution Date, the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of Section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
6.07(a).
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as
set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
REMIC
I Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to (a) the product of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
then
outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC
I
Regular Interest AA minus the Marker Rate, divided by (b) 12.
REMIC
I Overcollateralization Amount:
With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular
Interest P) minus (ii) the aggregate Uncertificated Principal Balance of
each
REMIC I Regular Interest (other than REMIC I Regular Interest P) for which
a
REMIC II Regular Interest is a Corresponding Interest, in each case, as of
such
date of determination.
REMIC
I Overcollateralization Target Amount:
1.00%
of the Overcollateralization Target Amount.
REMIC
I Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
then
outstanding and (ii) 1 minus a fraction, the numerator of which is two (2)
times
the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest
(other than REMIC I Regular Interest P) for which a REMIC II Regular Interest
is
a Corresponding Interest and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC I Regular Interest (other
than
REMIC I Regular Interest P) for which a REMIC II Regular Interest is a
Corresponding Interest and REMIC I Regular Interest ZZ.
REMIC
I Regular Interest ZZ Maximum Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
ZZ for such Distribution Date on a balance equal to the Uncertificated Principal
Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization
Amount, in each case for such Distribution Date, over (ii) the Uncertificated
Accrued Interest on each REMIC I Regular Interest (other than REMIC I Regular
Interest P) for which a REMIC II Regular Interest is a Corresponding Interest
for the purpose of this calculation for such Distribution Date, with the
rate on
each such REMIC I Regular Interest subject to a cap equal to the Uncertificated
REMIC II Pass-Through Rate for the Corresponding Interest; provided, however,
that solely for this purpose, the related cap with respect to each REMIC
I
Regular Interest (other than REMIC I Regular Interests A-1 and P) for which
a
REMIC II Regular Interest is a Corresponding Interest shall be multiplied
by a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Interest Accrual Period.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement consisting
of
the REMIC I Regular Interests
REMIC
II Interests:
The
REMIC II Regular Interests and the Class R-2 Certificates..
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II
issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as
set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC II Regular Interests are set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Uncertificated Accrued
Interest for REMIC II Regular Interest C for such Distribution Date, (ii)
any
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries not distributed to the Class
A,
Class M and Class B Certificates on such Distribution Date; provided, however,
that on and after the Distribution Date on which the Certificate Principal
Balances of the Class A, Class M and Class B Certificates have been reduced
to
zero, the REMIC II Regular Interest C Distribution Amount shall include the
Overcollateralization Amount.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement consisting
of
the REMIC II Regular Interests.
REMIC
IV:
The
segregated pool of assets consisting of the Class C Interest conveyed in
trust
to the Trustee, for the benefit of the Holders of the Class C Certificates
and
the Class RX Certificates (in respect of the Class R-4 Interest), with respect
to which a separate REMIC election is to be made.
REMIC
V:
The
segregated pool of assets consisting of the Class P Interest conveyed in
trust
to the Trustee, for the benefit of the Holders of the Class P Certificates
and
the Class RX Certificates (in respect of the Class R-5 Interest), with respect
to which a separate REMIC election is to be made.
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
have
an adverse effect on any REMIC created hereunder.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Date:
Shall
mean (i) with respect to the Company, the 23rd
calendar
day of each month or, if such day is not a Business Day, the Business Day
immediately preceding the 23rd
day of
each month, and (ii) with respect to the related Servicer, the date specified
in
the related Servicing Agreement.
Remittance
Report:
As
defined in Section 6.04(g).
REO
Imputed Interest:
As to
any REO Property, for any calendar month during which such REO Property was
at
any time part of REMIC I, one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan, if appropriate)
as
of the close of business on the Distribution Date in such calendar
month.
REO
Property:
A
Mortgaged Property acquired by the Company or the related Servicer through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller
for a
Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance,
after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) have a fixed Mortgage Rate not
less
than or more than 1% per annum higher than the Mortgage Rate of the Deleted
Mortgage Loan; (iii) have the same or higher credit quality characteristics
than
that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher
than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity
no
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan; (vi) not permit conversion of the Mortgage Rate from a fixed rate to
a
variable rate; (vii) have the same lien priority as the Deleted Mortgage
Loan;
(viii) constitute the same occupancy type as the Deleted Mortgage Loan or
be
owner occupied; and (ix) comply with each representation and warranty set
forth
in Section 2.03 hereof.
Reportable
Event:
As
defined in Section 4.18.
Repurchase
Price:
With
respect to each Mortgage Loan, a price equal to (i) the outstanding principal
balance of such Mortgage Loan, plus (ii) interest on such outstanding principal
balance at the Mortgage Rate (net of the Servicing Fee Rate) from the last
date
through which interest has been paid to the end of the month of repurchase,
less
(iii) amounts advanced by the Company or the related Servicer in respect
of such
repurchased Mortgage Loan which are being held in the Distribution Account
for
remittance to the Securities Administrator plus (iv) any costs and damages
(if
any) incurred by the Trust in connection with any violation of such Mortgage
Loan of any anti-predatory lending laws.
Request
for Release:
The
Request for Release to be submitted by the Seller, the Company, the related
Servicer or the Master Servicer to the Custodian substantially in the form
of
Exhibit G. Each Request for Release furnished to the Custodian by the Seller,
the Company, the related Servicer or the Master Servicer shall be in duplicate
and shall be executed by an officer of such Person or a Servicing Officer
(or,
if furnished electronically to the Custodian, shall be deemed to have been
sent
and executed by an officer of such Person or a Servicing Officer) of the
Company
or the related Servicer, as applicable.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement or the related Servicing
Agreement.
Reserve
Fund:
Shall
mean the separate trust account created and maintained by the Securities
Administrator pursuant to Section 6.08 hereof.
Reserve
Fund Deposit:
With
respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
shall initially deposit into the Reserve Fund pursuant to Section 6.08
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates, each evidencing
the
sole class of Residual Interests in the related REMIC.
Residual
Interest:
The
sole class of “residual interests” in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee, any Vice President, any Assistant Vice President,
the
Secretary, any Assistant Secretary, or any Trust Officer with specific
responsibility for the transactions contemplated hereby, any other officer
customarily performing functions similar to those performed by any of the
above
designated officers or other officers of the Trustee specified by the Trustee,
as to whom, with respect to a particular matter, such matter is referred
because
of such officer’s knowledge of and familiarity with the particular
subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies,
Inc.
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended.
Securities
Administrator:
Xxxxx
Fargo Bank, National Association, in its capacity as securities administrator,
transfer agent and paying agent hereunder, and its successors and
assigns.
Securities
Administrator Information:
As
defined in Section 4.18(c).
Seller:
EMC in
its capacity as seller of the Mortgage Loans to the Depositor.
Senior
Certificates:
Any of
the Class A-1, Class A-2 and Class A-3 Certificates
Servicer:
Any of
EMC, American Home and HSBC and their successors and assigns.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by the Company
or
the related Servicer of its servicing obligations hereunder or under the
related
Servicing Agreement, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, and including
any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered in the MERS® System, (iii) the management and
liquidation of any REO Property (including, without limitation, realtor’s
commissions) and (iv) compliance with any obligations under Section 3.07
hereof
to cause insurance to be maintained.
Servicing
Agreement:
Any of
the American Home Servicing Agreement or the HSBC 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 N.
Servicing
Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th
of the
Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
Loan as of the Due Date in the month preceding the month in which such
Distribution Date occurs.
Servicing
Fee Rate:
0.250%
per annum.
Servicing
Modification:
With
respect to any Mortgage Loan that is in default or, in the reasonable judgment
of the Company or the related Servicer, as to which default is reasonably
foreseeable, any modification which is effected by the Company or the related
Servicer in accordance with the terms of this Agreement or the related Servicing
Agreement which results in any change in the outstanding Stated Principal
Balance, any change in the Mortgage Rate or any extension of the term of
such
Mortgage Loan.
Servicing
Officer:
Any
officer of the Company or the related Servicer involved in, or responsible
for,
the administration and servicing of the Mortgage Loans (i) in the case of
the
Company, whose name and facsimile signature appear on a list of servicing
officers furnished to the Trustee by the Company on the Closing Date pursuant
to
this Agreement, as such list may from time to time be amended and (ii) in
the
case of the related Servicer, as to which evidence reasonably acceptable
to the
Trustee, as applicable, of due authorization, by such party has been furnished
from time to time to the Trustee.
Sponsor:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and assigns,
in
its capacity as sponsor.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution
Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan
during
each Due Period ending prior to such Distribution Date (and irrespective
of any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
and all Liquidation Proceeds to the extent applied by the Company or the
related
Servicer as recoveries of principal in accordance with Section 3.09 or the
related Servicing Agreement with respect to such Mortgage Loan, that were
received by the Company or the related Servicer as of the close of business
on
the last day of the Prepayment Period related to such Distribution Date and
(iii) any Realized Losses on such Mortgage Loan incurred during the related
Prepayment Period. The Stated Principal Balance of a Liquidated Loan equals
zero.
Stepdown
Date:
The
later to occur of (a) the Distribution Date in July 2009 and (b) the first
Distribution Date on which the Current Specified Enhancement Percentage is
greater than or equal to 14.70%.
Subordinated
Certificates:
The
Class M, Class B, Class C and Residual Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer or any Servicer
(net of any related expenses permitted to be reimbursed pursuant to Section
6.05) or surplus amounts held by the Master Servicer and 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 Mortgage Loan
that
was the subject of a liquidation or final disposition of any REO Property
prior
to the related Prepayment Period that resulted in a Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Company and a subservicer with respect
to the
subservicing of any Mortgage Loan hereunder by such subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(d).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 9.01.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be
the
Tax Matters Person for the related REMIC. The Securities Administrator or
any
successor thereto or assignee thereof shall serve as tax administrator hereunder
and as agent for the related Tax Matters Person.
Transfer
Affidavit:
As
defined in Section 7.02(c).
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Trigger
Event:
With
respect to any Distribution Date, a Trigger Event exists if (i) a Delinquency
Event shall have occurred and be continuing or (ii) the aggregate amount
of
Realized Losses on the Mortgage Loans since the Cut-off Date as a percentage
of
the aggregate Cut-off Date Principal Balance of the Mortgage Loans exceeds
the
applicable percentages set forth below with respect to such Distribution
Date:
Distribution
Date
|
Percentage
|
July
2009 to June 2010
|
0.60%
with respect to July 2009, plus an additional 1/12th of the difference
between 1.05% and 0.60% for each month thereafter
|
July
2010 to June 2011
|
1.05%
with respect to July 2010, plus an additional 1/12th of the difference
between 1.45% and 1.05% for each month thereafter
|
July
2011 to June 2012
|
1.45%
with respect to July 2011, plus an additional 1/12th of the difference
between 1.75% and 1.45% for each month thereafter
|
July
2012 and thereafter
|
1.75%
|
Trust
or Trust Fund:
The
corpus of the trust created hereunder consisting of (i) the Mortgage Loans
and
all interest accruing and principal due with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof; (ii) the Class P Certificate Account, the Reserve Fund, the Class
A-1/A-2/A-3 Net WAC Reserve Account, the Distribution Account maintained
by the
Securities Administrator and the Protected Accounts maintained by the Company
and the Servicers and all amounts deposited therein pursuant to the applicable
provisions of this Agreement and the Servicing Agreements; (iii) property
that
secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu
of
foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance
Policies with respect to the Mortgage Loans; (v) the Servicing Agreements
and
the Assignment Agreements; (vi) the rights under the Mortgage Loan Purchase
Agreement; and (vii) all proceeds of the foregoing, including proceeds of
conversion, voluntary or involuntary, of any of the foregoing into cash or
other
liquid property. The Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve
Account
and Prepayment Charge Waiver Amounts shall not be included in REMIC I, REMIC
II,
REMIC III, REMIC IV or REMIC V.
Trustee:
U.S.
Bank National Association, a national banking association, as trustee for
the
benefit of the Certificateholders under this Agreement, and any successor
thereto, and any corporation or national banking association resulting from
or
surviving any consolidation or merger to which it or its successors may be
a
party and any successor trustee as may from time to time be serving as successor
trustee hereunder.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated REMIC I Pass-Through
Rate or Uncertificated REMIC II Pass-Through Rate on the Uncertificated
Principal Balance or Uncertificated Notional Amount, as applicable, of such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls
(allocated to such REMIC Regular Interests as set forth in Section
1.02).
Uncertificated
Notional Amount:
With
respect to REMIC II Regular Interest C and any Distribution Date, an amount
equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest P) for such Distribution
Date.
With
respect to the Class C Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest C for
such
Distribution Date.
With
respect to the Regular Interest the ownership of which is represented by
the
Class A-2 Certificates, an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest A-1.
Uncertificated
Principal Balance:
With
respect to each REMIC Regular Interest and the Class P Interest, the principal
amount of such REMIC Regular Interest and Class P Interest outstanding as
of any
date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest, Class C Interest and Class P Interest
shall equal the amount set forth in the Preliminary Statement hereto as its
initial uncertificated principal balance. On each Distribution Date, the
Uncertificated Principal Balance of the REMIC Regular Interests (other than
REMIC II Regular Interest C) and Class P Interest shall be reduced by all
distributions of principal made on such REMIC Regular Interests and Class
P
Interest on such Distribution Date pursuant to Section 6.07 and, if and to
the
extent necessary and appropriate, shall be further reduced on such Distribution
Date by Realized Losses as provided in Section 6.05, and the Uncertificated
Principal Balance of REMIC I Regular Interest ZZ shall be increased by interest
deferrals as provided in Section 6.07(b)(i). The Uncertificated Principal
Balance of each REMIC Regular Interest, Class P Interest and Class C Interest
shall never be less than zero. With respect to the REMIC II Regular Interest
C
as of any date of determination, an amount equal to the excess, if any, of
(A)
the then aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests over (B) the then aggregate Certificate Principal Balance of the
Class
A, Class M, Class B and Class P Certificates then outstanding. With respect
to
the Class C Interest as of any date of determination, an amount equal to
the
Uncertificated Principal Balance of REMIC II Regular Interest C.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to any REMIC I Regular Interest (other than REMIC I Regular Interest
P)
and any Distribution Date, a per annum rate equal to the weighted average
of the
Net Mortgage Rates of the Mortgage Loans as of the first day of the related
Due
Period, weighted on the basis of the Stated Principal Balances thereof as
of the
first day of the related Due Period. With respect to REMIC I Regular Interest
P
and any Distribution Date, 0.00% per annum.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to any Distribution Date and each REMIC II Regular Interest other
than
REMIC II Regular Interest C, REMIC II Regular Interest P and REMIC II Regular
Interest A-1, a rate per annum equal to the Pass-Through Rate for the Class
of
Corresponding Certificates for such Distribution Date; provided, however,
that
for this purpose the Net Rate Cap with respect to each such Class of
Corresponding Certificates shall be equal to the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
(other than REMIC I Regular Interest P), weighted on the basis of the
Uncertificated Principal Balances of each such REMIC I Regular Interest,
for
such Distribution Date.
With
respect to REMIC II Regular Interest A-1 and (i) any Distribution Date
which
occurs on or prior to the Optional Termination Date, the lesser of (a)
6.50% per
annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through
Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest
P),
weighted on the basis of the Uncertificated Principal Balances of each
such
REMIC I Regular Interest, for such Distribution Date, and (ii) any Distribution
Date thereafter, the lesser of (a) 7.00% per annum and (b) the weighted
average
of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular
Interests (other than REMIC I Regular Interest P), weighted on the basis
of the
Uncertificated Principal Balances of each such REMIC I Regular Interest,
for
such Distribution Date.
With
respect to REMIC II Regular Interest C, a rate per annum equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amount
determined for each REMIC I Regular Interest (other than REMIC I Regular
Interest P) equal to the product of (x) the excess, if any, of the
Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest
over
the Marker Rate and (y) a notional amount equal to the Uncertificated Principal
Balance of such REMIC I Regular Interest, and the denominator of which is
the
aggregate Uncertificated Principal Balance of such REMIC I Regular
Interests.
With
respect to REMIC II Regular Interest P, 0.00% per annum.
Uncertificated
REMIC III Pass-Through Rate:
With
respect to the Regular Interest the ownership of which is represented by
the
Class A-1 Certificates and any Distribution Date, a rate equal to the least
of
(A) One-Month LIBOR plus 0.25% per annum, (B) 8.00% per annum and (C) the
product of (x) the weighted average of the Uncertificated REMIC II Pass-Through
Rate for REMIC II Regular Interest A-1 for such Distribution Date, weighted
on
the basis of the Uncertificated Principal Balance of such REMIC II Regular
Interest, and (y) the quotient of (1) 1 over (0)
00.0000000000000000%.
With
respect to the Regular Interest the ownership of which is represented by
the
Class A-3 Certificates and any Distribution Date, a rate equal to the least
of
(A) One-Month LIBOR plus 0.25% per annum, (B) 8.00% per annum and (C) the
product of (x) the weighted average of the Uncertificated REMIC II Pass-Through
Rate on REMIC II Regular Interest A-1 for such Distribution Date, weighted
on
the basis of the Uncertificated Principal Balance of such REMIC II Regular
Interest, and (y) the quotient of (1) 1 over (0)
00.0000000000000000%.
With
respect to the Regular Interest the ownership of which is represented by
the
Class A-2 Certificates and any Distribution Date, a rate equal to the excess,
if
any, of (A) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest A-1 over (B) the least of (x) the product of (1) One-Month LIBOR
plus
0.25% per annum and (0) 00.0000000000000000%, (y) the product of (1) 8.00%
per
annum and (0) 00.0000000000000000%, and (z) the weighted average of the
the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
A-1 for
such Distribution Date, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest.
Unpaid
Realized Loss Amount:
With
respect to any Class A Certificates and as to any Distribution Date, is the
excess of Applied Realized Loss Amounts with respect to such Class over the
sum
of all distributions in reduction of the Applied Realized Loss Amounts on
all
previous Distribution Dates. Any amounts distributed to the Class A Certificates
in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
the
Certificate Principal Balance of such Class.
Voting
Rights:
The
portion of the voting rights of all the Certificates that is allocated to
any
Certificate for purposes of the voting provisions hereunder. Voting Rights
shall
be allocated (i) 92% to the Class A, Class M and Class B Certificates, (ii)
3%
to the Class C Certificates until paid in full, and (iii) 1% to each of the
Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates, with
the
allocation among the Certificates (other than the Class C and Residual
Certificates) to be in proportion to the Certificate Principal Balance of
each
Class relative to the Certificate Principal Balance of all other such Classes.
Voting Rights will be allocated among the Certificates of each such Class
in
accordance with their respective Percentage Interests.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M,
Class B and Class C Certificates for any Distribution Date, the aggregate
amount
of any Prepayment Interest Shortfalls (to the extent not covered by payments
by
the related Servicer pursuant to the related Servicing Agreement or the Master
Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall
be
allocated first, to the Class C Interest based on, and to the extent of,
one
month’s interest otherwise distributable thereto and, thereafter, among the
Class A, Class M and Class B Certificates, in each case on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC I Regular Interests (other than REMIC I Regular Interest P) for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the related Servicer pursuant to
the
related Servicing Agreement or the Master Servicer pursuant to Section 6.02)
and
any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for
any Distribution Date shall be allocated first, to Uncertificated Accrued
Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest
ZZ
up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount,
98% and 2%, respectively, and thereafter among REMIC I Regular Interest AA,
each
REMIC I Regular Interest (other than REMIC I Regular Interest P) for which
a
REMIC II Regular Interest is the Corresponding Interest and REMIC I Regular
Interest ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC II Regular Interests (other than REMIC II Regular Interest P) for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Company pursuant to the Pooling
and Servicicing Agreement, the related Servicer pursuant to the related
Servicing Agreement or the Master Servicer pursuant to Section 6.02) and
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any
Distribution Date shall be allocated among such REMIC II Regular Interests
in
the same manner and priority as such amounts are allocable to the Corresponding
Certificates and, in the case of REMIC II Regular Interest C, to the Class
C
Interest; provided, however, that solely for purposes of allocating such
shortfalls to such REMIC II Regular Interests, any such shortfalls allocable
to
the Class A-2 Certificates and Class A-3 Certificates shall be deemed to
be
allocated to the Class A-1 Certificates.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
REPRESENTATIONS
AND WARRANTIES
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned,
set over and otherwise conveyed to the Depositor, without recourse, all the
right, title and interest of the Seller in and to the assets in the Trust
Fund.
The
Seller has entered into this Agreement in consideration for the purchase
of the
Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement
and has agreed to take the actions specified herein.
The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the
use
and benefit of the Certificateholders without recourse, all the right, title
and
interest of the Depositor in and to the Trust Fund.
In
connection with such sale, the Depositor has delivered to, and deposited
with,
the Trustee or the Custodian, as its agent, the following documents or
instruments with respect to each Mortgage Loan so assigned: (i) the original
Mortgage Note, including any riders thereto, endorsed without recourse
(A) in
blank or to the order of “U.S. Bank National Association, as Trustee for
Certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset
Backed
Certificates, Series 2006-AC4”, or (B) in the case of a loan registered on the
MERS system, in blank and in each case showing to the extent available
to the
Seller an unbroken chain of endorsements from the original payee thereof
to the
Person endorsing it to the Trustee, (ii) the original Mortgage and, if
the
related Mortgage Loan is a MOM Loan, noting the presence of the MIN and
language
indicating that such Mortgage Loan is a MOM Loan, which shall have been
recorded
(or if the original is not available, a copy), with evidence of such recording
indicated thereon (or if clause (x) in the proviso below applies, shall
be in
recordable form), (iii) unless the Mortgage Loan is a MOM Loan, the assignment
(either an original or a copy, which may be in the form of a blanket assignment
if permitted in the jurisdiction in which the Mortgaged Property is located)
to
the Trustee of the Mortgage with respect to each Mortgage Loan in the name
of
“U.S. Bank National Association, as Trustee for Certificateholders of Bear
Xxxxxxx Asset Backed Securities I LLC, Asset Backed Certificates, Series
2006-AC4,” which shall have been recorded (or if clause (x) in the proviso below
applies, shall be in recordable form) (iv) an original or a copy of all
intervening assignments of the Mortgage, if any, to the extent available
to the
Seller, with evidence of recording thereon, (v) the original policy of
title
insurance or mortgagee’s certificate of title insurance or commitment or binder
for title insurance, if available, or a copy thereof, or, in the event
that such
original title insurance policy is unavailable, a photocopy thereof, or
in lieu
thereof, a current lien search on the related Mortgaged Property and (vi)
originals or copies of all available assumption, modification or substitution
agreements, if any; provided, however, that in lieu of the foregoing, the
Seller
may deliver the following documents, under the circumstances set forth
below:
(x) if any Mortgage, assignment thereof to the Trustee or intervening
assignments thereof have been delivered or are being delivered to recording
offices for recording and have not been returned in time to permit their
delivery as specified above, the Depositor may deliver a true copy thereof
with
a certification by the Seller or the title company issuing the commitment
for
title insurance, on the face of such copy, substantially as follows: “Certified
to be a true and correct copy of the original, which has been transmitted
for
recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans
identified in the list set forth in Exhibit I, the Depositor may deliver
a lost
note affidavit and indemnity and a copy of the original note, if available;
and
provided, further, however, that in the case of Mortgage Loans which have
been
prepaid in full after the Cut-off Date and prior to the Closing Date, the
Depositor, in lieu of delivering the above documents, may deliver to the
Trustee
and its Custodian a certification of a Servicing Officer to such effect
and in
such case shall deposit all amounts paid in respect of such Mortgage Loans,
in
the Distribution Account on the Closing Date. In the case of the documents
referred to in clause (x) above, the Depositor shall deliver such documents
to
the Trustee or its Custodian promptly after they are received. The Seller
shall
cause, at its expense, the Mortgage and intervening assignments, if any,
and to
the extent required in accordance with the foregoing, the assignment of
the
Mortgage to the Trustee to be submitted for recording promptly after the
Closing
Date provided that the Seller need not cause to be recorded any assignment
(a)
in any jurisdiction under the laws of which, as evidenced by an Opinion
of
Counsel addressed to the Trustee delivered by the Seller to the Trustee
and the
Rating Agencies, the recordation of such assignment is not necessary to
protect
the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified
on the Mortgage or on a properly recorded assignment of the Mortgage as
mortgagee of record solely as nominee for Seller and its successors and
assigns.
In the event that the Seller, the Depositor or the Master Servicer gives
written
notice to the Trustee that a court has recharacterized the sale of the
Mortgage
Loans as a financing, the Seller shall submit or cause to be submitted
for
recording as specified above or, should the Seller fail to perform such
obligations, the Master Servicer shall cause each such previously unrecorded
assignment to be submitted for recording as specified above at the expense
of
the Trust. In the event a Mortgage File is released to the Company or the
Servicer as a result of such Person having completed a Request for Release,
the
Custodian shall, if not so completed, complete the assignment of the related
Mortgage in the manner specified in clause (iii) above.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the 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 Depositor
and
by the Depositor to the Trustee in accordance with this Agreement for the
benefit of the Certificateholders by including (or deleting, in the case
of
Mortgage Loans which are repurchased in accordance with this Agreement) in
such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Seller further
agrees that it will not, and will not permit the Company, any Servicer or
the
Master Servicer to, and the Master Servicer agrees that it will not, alter
the
codes referenced in this paragraph with respect to any Mortgage Loan during
the
term of this Agreement unless and until such Mortgage Loan is repurchased
in
accordance with the terms of this Agreement or the Mortgage Loan Purchase
Agreement.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
on its behalf will deliver the Seller, the Trustee an Initial Certification
confirming whether or not it has received the Mortgage File for each Mortgage
Loan, but without review of such Mortgage File, except to the extent necessary
to confirm whether such Mortgage File contains the original Mortgage Note
or a
lost note affidavit and indemnity in lieu thereof. No later than 90 days
after
the Closing Date, the Trustee or the Custodian on its behalf shall, for the
benefit of the Certificateholders, review each Mortgage File delivered to
it and
execute and deliver to the Seller and, if reviewed by the Custodian, the
Trustee, an Interim Certification. In conducting such review, the Trustee
or the
Custodian on its behalf will ascertain whether all required documents have
been
executed and received and whether those documents relate, determined on the
basis of the Mortgagor name, original principal balance and loan number,
to the
Mortgage Loans identified in Exhibit B to this Agreement, as supplemented
(provided, however, that with respect to those documents described in subclauses
(iv) and (vi) of Section 2.01, such obligations shall extend only to documents
actually delivered pursuant to such subclauses). In performing any such review,
the Trustee and the Custodian may conclusively rely on the purported due
execution and genuineness of any such document and on the purported genuineness
of any signature thereon. If the Trustee or the Custodian on its behalf finds
any document constituting part of the Mortgage File not to have been executed
or
received, or to be unrelated to the Mortgage Loans identified in Exhibit
B or to
appear to be defective on its face, the Trustee or the Custodian on its behalf
shall include such information in the exception report. The Seller shall
correct
or cure any such defect or, if prior to the end of the second anniversary
of the
Closing Date, the Seller may substitute for the related Mortgage Loan a
Replacement Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03 or shall deliver
to the Trustee an Opinion of Counsel addressed to the Trustee to the effect
that
such defect does not materially or adversely affect the interests of the
Certificateholders in such Mortgage Loan within 60 days from the date of
notice
from the Trustee of the defect and if the Seller fails to correct or cure
the
defect or deliver such opinion within such period, the Seller will, subject
to
Section 2.03, within 90 days from the notification of the Trustee purchase
such
Mortgage Loan at the Purchase Price; provided, however, that if such defect
relates solely to the inability of the Seller to deliver the Mortgage,
assignment thereof to the Trustee, or intervening assignments thereof with
evidence of recording thereon because such documents have been submitted
for
recording and have not been returned by the applicable jurisdiction, the
Seller
shall not be required to purchase such Mortgage Loan if the Seller delivers
such
documents promptly upon receipt, but in no event later than 360 days after
the
Closing Date.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian on its
behalf
will review, for the benefit of the Certificateholders, the Mortgage Files
and
will execute and deliver or cause to be executed and delivered to the Seller
and, if reviewed by the Custodian, to the Trustee, a Final Certification.
In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether each document required to be recorded has been returned
from
the recording office with evidence of recording thereon and the Trustee or
the
Custodian on its behalf has received either an original or a copy thereof,
as
required in Section 2.01 (provided, however, that with respect to those
documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to
such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance
and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify the Seller. The Seller shall correct or cure any such
defect or, if prior to the end of the second anniversary of the Closing Date,
the Seller may substitute for the related Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject
to the
conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion
of Counsel addressed to the Trustee to the effect that such defect does not
materially or adversely affect the interests of Certificateholders in such
Mortgage Loan within 60 days from the date of notice from the Trustee of
the
defect and if the Seller is unable within such period to correct or cure
such
defect, or to substitute the related Mortgage Loan with a Replacement Mortgage
Loan or to deliver such opinion, the Seller shall, subject to Section 2.03,
within 90 days from the notification of the Trustee, purchase such Mortgage
Loan
at the Purchase Price; provided, however, that if such defect relates solely
to
the inability of the Seller to deliver the Mortgage, assignment thereof to
the
Trustee or intervening assignments thereof with evidence of recording thereon,
because such documents have not been returned by the applicable jurisdiction,
the Seller shall not be required to purchase such Mortgage Loan, if the Seller
delivers such documents promptly upon receipt, but in no event later than
360
days after the Closing Date.
(c) In
the
event that a Mortgage Loan is purchased by the Seller in accordance with
subsections 2.02(a) or (b) above or Section 2.03, the Seller shall remit
the
applicable Purchase Price to the Securities Administrator, for deposit in
the
Distribution Account and shall provide written notice to the Trustee detailing
the components of the Purchase Price, signed by a Servicing Officer. Upon
deposit of the Purchase Price in the Distribution Account and upon receipt
of a
Request for Release with respect to such Mortgage Loan, the Trustee or the
Custodian will release to the 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 deposit
into the Distribution Account was made. The Trustee shall promptly notify
the
Rating Agencies of such repurchase. The obligation of the Seller to cure,
repurchase or substitute for any Mortgage Loan as to which a defect in a
constituent document exists shall be the sole remedies respecting such defect
available to the Certificateholders or to the Trustee on their
behalf.
(d) The
Seller shall deliver to the Trustee or the Custodian on its behalf, and Trustee
agrees to accept the Mortgage Note and other documents constituting the Mortgage
File with respect to any Replacement Mortgage Loan, which the Trustee or
the
Custodian will review as provided in subsections 2.02(a) and 2.02(b), provided,
that the Closing Date referred to therein shall instead be the date of delivery
of the Mortgage File with respect to each Replacement Mortgage
Loan.
Section
2.03 Representations,
Warranties and Covenants of the Company, the Master Servicer and the
Seller.
(a) The
Company hereby represents and warrants to the Master Servicer, the Depositor,
the Securities Administrator and the Trustee as follows, as of the Closing
Date:
(i) It
is
duly organized and is validly existing and in good standing under the laws
of
the State of Delaware and is duly authorized and qualified to transact any
and
all business contemplated by this Agreement to be conducted by it in any
state
in which a Mortgaged Property related to an EMC Mortgage Loan is located
or is
otherwise not required under applicable law to effect such qualification
and, in
any event, is in compliance with the doing business laws of any such state,
to
the extent necessary to ensure its ability to enforce each EMC Mortgage Loan,
to
service the EMC Mortgage Loans in accordance with the terms of this Agreement
and to perform any of its other obligations under this Agreement in accordance
with the terms hereof.
(ii) It
has
the full corporate power and authority to service each EMC Mortgage Loan,
and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of this
Agreement; assuming the due authorization, execution and delivery hereof
by the
other parties hereto, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except that (a) the
enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of
the court before which any proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by it, the servicing of the EMC
Mortgage Loans by it under this Agreement, the consummation of any other
of the
transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in its ordinary course of business and
will
not (A) result in a breach of any term or provision of its charter or by-laws
or
(B) conflict with, result in a breach, violation or acceleration of, or result
in a default under, the terms of any other material agreement or instrument
to
which it is a party or by which it may be bound, or (C) constitute a violation
of any statute, order or regulation applicable to it of any court, regulatory
body, administrative agency or governmental body having jurisdiction over
it;
and it is not in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its
ability
to perform or meet any of its obligations under this Agreement.
(iv) It
is an
approved servicer of conventional mortgage loans for Xxxxxx Xxx or Freddie
Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or its ability to service the EMC Mortgage
Loans or to perform any of its other obligations under this Agreement in
accordance with the terms hereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated
hereby, or if any such consent, approval, authorization or order is required,
it
has obtained the same.
(vii) The
Company has delivered to the Depositor and the Master Servicer financial
statements of its parent, for its last two complete fiscal years. All such
financial information fairly presents the pertinent results of operations
and
financial position for the period identified and has been prepared in accordance
with GAAP consistently applied throughout the periods involved, except as
set
forth in the notes thereto. There has been no change in the servicing policies
and procedures, business, operations, financial condition, properties or
assets
of the Company since the date of the Company’s financial information that would
have a material adverse effect on its ability to perform its obligations
under
this Agreement.
(b) The
Company hereby covenants to the Master Servicer, the Depositor, the Securities
Administrator and the Trustee as follows, as of the Closing Date:
(i) As
of the
Closing Date and except as has been otherwise disclosed to the Master Servicer
and the Depositor, or disclosed in any public filing: (1) no default or
servicing related performance trigger has occurred as to any other Pass-Through
Transfer due to any act or failure to act of the Company; (2) no material
noncompliance with applicable servicing criteria as to any other Pass-Through
Transfer has occurred, been disclosed or reported by the Company; (3) the
Company has not been terminated as servicer in a residential mortgage loan
Pass-Through Transfer, either due to a servicing default or to application
of a
servicing performance test or trigger; (4) no material changes to the Company’s
servicing policies and procedures for similar loans have occurred in the
preceding three years; (5) there are no aspects of the Company’s financial
condition that could have a material adverse impact on the performance by
the
Company of its obligations hereunder; (6) there are no legal proceedings
pending, or known to be contemplated by governmental authorities, against
the
Company that could be material to investors in the securities issued in such
Pass-Through Transfer; and (7) there are no affiliations, relationships or
transactions relating to the Company of a type that are described under Item
1119 of Regulation AB.
(ii) If
so
requested by the Depositor or the Master Servicer on any date, the Company
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in clause (b)(i)
of
this Section or, if any such representation and warranty is not accurate
as of
the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
(iii) As
a
condition to the succession to the Company or any subservicer as servicer
or
subservicer under this Agreement by any Person (i) into which the Company
or
such subservicer may be merged or consolidated, or (ii) which may be appointed
as a successor to the Company or any subservicer, the Company shall provide
to
the Master Servicer and the Depositor, at least 15 calendar days prior to
the
effective date of such succession or appointment, (x) written notice to the
Master Servicer and the Depositor of such succession or appointment and (y)
in
writing and in form and substance reasonably satisfactory to the Master Servicer
and the Depositor, all information reasonably requested by the Master Servicer
or the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any class of asset-backed
securities.
(c) Xxxxx
Fargo Bank, National Association, in its capacity as Master Servicer and
Securities Administrator hereby represents and warrants to the Seller, the
Depositor, the Trustee as follows, as of the Closing Date:
(i) It
is a
national banking association duly formed, validly existing and in good standing
under the laws of the United States of America and is duly authorized and
qualified to transact any and all business contemplated by this Agreement
to be
conducted by the Master Servicer and the Securities Administrator in any
state
in which a Mortgaged Property is located or is otherwise not required under
applicable law to effect such qualification and, in any event, is in compliance
with the doing business laws of any such state, to the extent necessary to
ensure its ability to enforce each Mortgage Loan, to master service the Mortgage
Loans in accordance with the terms of this Agreement and to perform any of
its
other obligations under this Agreement in accordance with the terms hereof
or
thereof;
(ii) It
has
the full corporate power and authority to execute, deliver and perform, and
to
enter into and consummate the transactions contemplated by this Agreement
and
has duly authorized by all necessary corporate action on its part the execution,
delivery and performance of this Agreement; and this, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes its legal, valid and binding obligation, enforceable against
it in
accordance with its terms, except that (a) the enforceability hereof may
be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by it, the consummation of any other
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in its ordinary course of business and
will
not (A) result in a material breach of any term or provision of its charter
or
by-laws or (B) materially conflict with, result in a material breach, violation
or acceleration of, or result in a material default under, the terms of any
other material agreement or instrument to which it is a party or by which
it may
be bound, or (C) constitute a material violation of any statute, order or
regulation applicable to it of any court, regulatory body, administrative
agency
or governmental body having jurisdiction over it; and it is not in breach
or
violation of any material indenture or other material agreement or instrument,
or in violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over
it
which breach or violation may materially impair its ability to perform or
meet
any of its obligations under this Agreement.
(iv) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or its ability to perform any of its other
obligations under this Agreement in accordance with the terms
hereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated
hereby
or thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(d) The
Seller hereby represents and warrants to the Depositor, the Securities
Administrator, the Master Servicer and the Trustee as follows, as of the
Closing
Date:
(i) The
Seller is duly organized as a Delaware corporation and is validly existing
and
in good standing under the laws of the State of Delaware and is duly authorized
and qualified to transact any and all business contemplated by this Agreement
and to be conducted by the Seller in any state in which a Mortgaged Property
is
located or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business
laws
of any such state, to the extent necessary to ensure its ability to enforce
each
Mortgage Loan, to sell the Mortgage Loans in accordance with the terms of
this
Agreement and to perform any of its other obligations under this Agreement
in
accordance with the terms hereof or thereof.
(ii) The
Seller has the full corporate power and authority to sell each Mortgage Loan,
and to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly authorized by all
necessary corporate action on the part of the Seller the execution, delivery
and
performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto
or
thereto, as applicable, constitutes a legal, valid and binding obligation
of the
Seller, enforceable against the Seller in accordance with its terms, except
that
(a) the enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’ rights
generally and (b) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.
(iii) The
execution and delivery of this Agreement by the Seller, the sale of the Mortgage
Loans by the Seller under the Mortgage Loan Purchase Agreement, the consummation
of any other of the transactions contemplated by this Agreement, and the
fulfillment of or compliance with the terms hereof and thereof are in the
ordinary course of business of the Seller and will not (A) result in a breach
of
any term or provision of the charter or by-laws of the Seller or (B) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which the
Seller is a party or by which it may be bound, or (C) constitute a violation
of
any statute, order or regulation applicable to the Seller of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Seller; and the Seller is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Seller’s ability to perform or meet any of
its obligations under this Agreement.
(iv) The
Seller is an approved seller of conventional mortgage loans for Xxxxxx Xxx
or
Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National Housing
Act.
(v) No
litigation is pending or, to the best of the Seller’s knowledge, threatened,
against the Seller that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Seller
to
sell the Mortgage Loans or to perform any of its other obligations under
this
Agreement in accordance with the terms hereof or thereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of the
transactions contemplated hereby or thereby, or if any such consent, approval,
authorization or order is required, the Seller has obtained the
same.
(vii) As
of the
Closing Date, the representations and warranties concerning the Mortgage
Loans
set forth in Section 7 of the Mortgage Loan Purchase Agreement are true and
correct in all material respects.
(e) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement that
materially and adversely affects the interests of the Certificateholders
in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice thereof to the other parties of this Agreement. The Seller hereby
covenants with respect to the representations and warranties set forth in
Section 7 of the Mortgage Loan Purchase Agreement, that within 90 days of
the
discovery of a breach of any representation or warranty set forth therein
that
materially and adversely affects the interests of the Certificateholders
in any
Mortgage Loan, it shall cure such breach in all material respects and, if
such
breach is not so cured, (i) if such 90-day period expires prior to the second
anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage
Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage
Loan, in the manner and subject to the conditions set forth in this Section;
or
(ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
at
the Purchase Price in the manner set forth below; provided that, any such
substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
not be effected prior to the delivery to the Trustee, the Securities
Administrator of an Opinion of Counsel if required by Section 2.05 hereof
and
any such substitution pursuant to (i) above shall not be effected prior to
the
additional delivery to the Custodian of a Request for Release. The Seller
shall,
or cause the related Servicer to, furnish to the Securities Administrator
and
the Trustee the Officer’s Certificate required under Section 2.03(e) relating to
such cure. The Trustee shall give prompt written notice to the parties if
it
does not receive such Officer’s Certificate from the Seller or the related
Servicer certifying as to the cure of the breached representation or warranty
within 90 days of its receipt (or giving, as the case may be) or the notice
of
discovery of the breach, as referenced above. The Seller shall promptly
reimburse the Trustee for any expenses reasonably incurred by the Trustee
in
respect of enforcing the remedies for such breach. To enable the Seller to
amend
the Mortgage Loan Schedule, the Seller shall, unless it cures such breach
in a
timely fashion pursuant to this Section 2.03, promptly notify the Trustee
whether it intends either to repurchase, or to substitute for, the Mortgage
Loan
affected by such breach. With respect to the representations and warranties
in
Section 7 of the Mortgage Loan Purchase Agreement that are made to the best
of
the Seller’s knowledge, if it is discovered by any of the Depositor, the Master
Servicer, the Seller, the Securities Administrator, the Trustee that the
substance of such representation and warranty is inaccurate and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan,
notwithstanding the Seller’s lack of knowledge with respect to the substance of
such representation or warranty, the Seller shall nevertheless be required
to
cure, substitute for or repurchase the affected Mortgage Loan in accordance
with
the foregoing.
With
respect to any Replacement Mortgage Loan or Loans, the Seller shall deliver
to
the Trustee for the benefit of the Certificateholders such documents and
agreements as are required by Section 2.01. No substitution shall be made
in any
calendar month after the Determination Date for such month. Scheduled Payments
due with respect to Replacement Mortgage Loans in the Due Period related
to the
Distribution Date on which such proceeds are to be distributed shall not
be part
of the Trust Fund and shall be retained by the Seller. For the month of
substitution, distributions to Certificateholders will include the Scheduled
Payment due on any Deleted Mortgage Loan for the related Due Period and
thereafter the Seller shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Seller shall amend the Mortgage
Loan
Schedule for the benefit of the Certificateholders to reflect the removal
of
such Deleted Mortgage Loan and the substitution of the Replacement Mortgage
Loan
or Loans and the Seller shall deliver the amended Mortgage Loan Schedule
to the
Trustee, the Master Servicer, the Securities Administrator and the Custodian.
Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject
to the terms of this Agreement in all respects, and the Seller shall be deemed
to have made with respect to such Replacement Mortgage Loan or Loans, as
of the
date of substitution, the representations and warranties set forth in Section
7
of the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan.
Upon
any such substitution and the deposit into the Distribution Account of the
amount required to be deposited therein in connection with such substitution
as
described in the following paragraph and receipt by the Securities Administrator
and the Trustee of a Request for Release for such Mortgage Loan, the Trustee
or
the Custodian shall release to the Seller the Mortgage File relating to such
Deleted Mortgage Loan and held for the benefit of the Certificateholders
and the
Trustee shall execute and deliver at the Seller’s direction such instruments of
transfer or assignment as have been prepared by the Seller, in each case
without
recourse, representation or warranty as shall be necessary to vest in the
Seller, or its respective designee, title to the Trustee’s interest in any
Deleted Mortgage Loan substituted for pursuant to this Section
2.03.
For
any
month in which the Seller substitutes one or more Replacement Mortgage Loans
for
a Deleted Mortgage Loan, the Master Servicer will determine the amount (if
any)
by which the aggregate principal balance of all the Replacement Mortgage
Loans
as of the date of substitution is less than the Stated Principal Balance
(after
application of the principal portion of the Scheduled Payment due in the
month
of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate
of such deficiencies, described in the preceding sentence for any Distribution
Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into
the Distribution Account by the Securities Administrator upon receipt from
the
Seller delivering such Replacement Mortgage Loan on the Determination Date
for
the Distribution Date relating to the Prepayment Period during which the
related
Mortgage Loan became required to be purchased or replaced
hereunder.
In
the
event that the Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited into the Distribution Account maintained by the
Securities Administrator, on the Determination Date for the Distribution
Date in
the month following the month during which the Seller became obligated to
repurchase or replace such Mortgage Loan and upon such deposit of the Purchase
Price, the delivery of an Opinion of Counsel if required by Section 2.05
and the
receipt of a Request for Release, the Trustee or the Custodian shall release
the
related Mortgage File held for the benefit of the Certificateholders to the
Seller, and the Trustee shall execute and deliver at such Person’s direction the
related instruments of transfer or assignment prepared by the Seller, in
each
case without recourse, representation or warranty as shall be necessary to
transfer title from the Trustee for the benefit of the Certificateholders
and
transfer the Trustee’s interest to the Seller to any Mortgage Loan purchased
pursuant to this Section 2.03.
In
connection with any repurchase or substitution of a Mortgage Loan or the
cure of
a breach of a representation or warranty set forth in Section 7 of the
Mortgage
Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall,
or
cause the related Servicer to, promptly 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, substitution or cure has been made in accordance with the terms
and
conditions of this Agreement and that all conditions precedent to such
repurchase, substitution or cure have been satisfied, including the
delivery to the Securities Administrator of the Purchase Price or Substitution
Adjustment Amount, as applicable, for deposit into the Distribution Account,
together with copies of any Opinion of Counsel required to be delivered
pursuant
to this Agreement and the related Request for Release, on which the Securities
Administrator and the Trustee may rely. Solely for purposes of the Securities
Administrator providing an Assessment of Compliance, upon receipt of such
documentation, the Securities Administrator shall approve such repurchase,
substitution or cure, as applicable, and which approval shall consist solely
of
the Securities Administrator’s receipt of such documentation and deposits. It is
understood and agreed that the obligation under this Agreement of the Seller
to
cure the breach of a representation or warranty set forth in Section 7
of the
Mortgage Loan Purchase Agreement or to repurchase or replace any Mortgage
Loan
as to which a breach has occurred and is continuing shall constitute the
sole
remedies against the Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee.
(f) The
representations and warranties set forth in Section 2.03 hereof shall survive
delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
or
the Custodian for the benefit of the Certificateholders.
Section
2.04 Representations
and Warranties of the Depositor.
The
Depositor hereby represents and warrants to the Master Servicer, the Securities
Administrator and the Trustee as follows, as of the date hereof and as of
the
Closing Date:
(i) The
Depositor is duly organized and is validly existing as limited liability
company
in good standing under the laws of the State of Delaware and has full power
and
authority necessary to own or hold its properties and to conduct its business
as
now conducted by it and to enter into and perform its obligations under this
Agreement.
(ii) The
Depositor has the full power and authority to execute, deliver and perform,
and
to enter into and consummate the transactions contemplated by, this Agreement
and has duly authorized, by all necessary action on its part, the execution,
delivery and performance of this Agreement; and this Agreement, assuming
the due
authorization, execution and delivery hereof and thereof by the other parties
hereto and thereto, constitutes a legal, valid and binding obligation of
the
Depositor, enforceable against the Depositor in accordance with its terms,
subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights generally and (ii)
general principles of equity, regardless of whether enforcement is sought
in a
proceeding in equity or at law.
(iii) The
execution and delivery of this Agreement by the Depositor, the consummation
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Depositor and will not (A) result in a breach of any term or provision of
the
organizational documents of the Depositor or (B) conflict with, result in
a
breach, violation or acceleration of, or result in a default under, the terms
of
any other material agreement or instrument to which the Depositor is a party
or
by which it may be bound or (C) constitute a violation of any statute, order
or
regulation applicable to the Depositor of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Depositor; and the Depositor is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Depositor’s ability to perform or meet any
of its obligations under this Agreement.
(iv) No
litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Depositor
to
perform its obligations under this Agreement in accordance with the terms
hereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with, this Agreement or the consummation
of
the transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Depositor has obtained the same;
and
(vi)The
Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Depositor was required to file such reports) and it has been
subject to such filing requirements for the past 90 days.
The
Depositor hereby represents and warrants to the Trustee as of the Closing
Date,
following the transfer of the Mortgage Loans to it by the Seller, the Depositor
had good title to the Mortgage Loans and the related Mortgage Notes were
subject
to no offsets, claims, defenses or counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
the
immediately preceding paragraph shall survive delivery of the Mortgage Files
to
the Trustee or the Custodian for the benefit of the Certificateholders. Upon
discovery by the Depositor, the Trustee of a breach of such representations
and
warranties, the party discovering such breach shall give prompt written notice
to the others and to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
unless the Sponsor delivers to the Trustee and the Securities Administrator
an
Opinion of Counsel, addressed to the Trustee and the Securities Administrator,
to the effect that such repurchase or substitution would not (i) result in
the
imposition of the tax on “prohibited transactions” of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V or contributions after the Closing Date, as defined
in
Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause
any of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a
REMIC
at any time that any Certificates are outstanding. Any Mortgage Loan as to
which
repurchase or substitution was delayed pursuant to this paragraph shall be
repurchased or the substitution therefor shall occur (subject to compliance
with
Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default
or a
default becoming reasonably foreseeable with respect to such Mortgage Loan
and
(b) receipt by the Trustee and the Securities Administrator of an Opinion
of
Counsel addressed to the Trustee and the Securities Administrator to the
effect
that such repurchase or substitution, as applicable, will not result in the
events described in clause (i) or clause (ii) of the preceding
sentence.
(b) Upon
discovery by the Depositor, the Seller, the Custodian or the Master Servicer
that any Mortgage Loan does not constitute a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall
promptly (and in any event within 5 Business Days of discovery) give written
notice thereof to the other parties, the Trustee and the Securities
Administrator. In connection therewith, the Trustee, or the Custodian on
its
behalf, shall require the Seller, at the Seller’s option, to either (i)
substitute, if the conditions in Section 2.03(d) with respect to substitutions
are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan,
or
(ii) repurchase the affected Mortgage Loan within 90 days of such discovery
in
the same manner as it would a Mortgage Loan for a breach of representation
or
warranty contained in Section 2.03. The Trustee, or the Custodian on its
behalf,
shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto
(and the Custodian shall deliver the related Mortgage File) in the same manner,
and on the same terms and conditions, as it would a Mortgage Loan repurchased
for breach of a representation or warranty contained in Section
2.03.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust
Fund
and, concurrently with such transfer and assignment, the Securities
Administrator has executed, countersigned and delivered, to or upon the order
of
the Depositor, the Certificates in authorized denominations evidencing the
entire ownership of the Trust Fund. The Trustee agrees to hold the Trust
Fund
and exercise the rights referred to above for the benefit of all present
and
future Holders of the Certificates and to perform the duties set forth in
this
Agreement in accordance with its terms.
(b) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
holders of the REMIC II Interests. The Trustee acknowledges receipt of the
REMIC
I Regular Interests (which are uncertificated) and the other assets of REMIC
II
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the REMIC II Interests.
(c) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
II Regular Interests and the other assets of REMIC III for the benefit of
the
holders of the Certificates (other than the Class C, Class P and Class R
Certificiates), the Class C Interest, the Class P Interest 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 Certificates (other than the Class C, Class P and Class
R
Certificiates), the Class C Interest, the Class P Interest and the Class
R-3
Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
C Interest for the benefit of the Holders of the Class C Certificates and
the
Class RX Certificates (in respect of the Class R-4 Interest). The Trustee
acknowledges receipt of the Class C Interest (which is uncertificated) and
declares that it holds and will hold the same in trust for the exclusive
use and
benefit of the Holders of the Class C Certificates and the Class RX Certificates
(in respect of the Class R-4 Interest).
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
P Interest for the benefit of the Holders of the Class P Certificates and
the
Class RX Certificates (in respect of the Class R-5 Interest). The Trustee
acknowledges receipt of the Class P Interest (which is uncertificated) and
declares that it holds and will hold the same in trust for the exclusive
use and
benefit of the Holders of the Class P Certificates and the Class RX Certificates
(in respect of the Class R-5 Interest).
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage
Loans;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as
may be
required in connection with conservation of the Trust Fund and the making
of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. The Trust shall
not
engage in any activity other than in connection with the foregoing or other
than
as required or authorized by the terms of this Agreement while any Certificate
is outstanding, and this Section 2.07.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF
EMC
MORTGAGE LOANS BY COMPANY
Section
3.01 The
Company.
The
Company shall service and administer the EMC Mortgage Loans in accordance
with
customary and usual standards of practice of prudent mortgage loan servicers
in
the respective states in which the related Mortgaged Properties are located.
In
connection with such servicing and administration, the Company shall have
full
power and authority, acting alone and/or through subservicers as provided
in
Section 3.03, to do or cause to be done any and all things that it may deem
necessary or desirable in connection with such servicing and administration,
including but not limited to, the power and authority, subject to the terms
hereof (i) to execute and deliver, on behalf of the Certificateholders, the
Trustee, customary consents or waivers and other instruments and documents,
(ii)
to consent to transfers of any related Mortgaged Property and assumptions
of the
Mortgage Notes and related Mortgages (but only in the manner provided herein),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds or
Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any EMC Mortgage Loan; provided that the Company shall take no action
that is inconsistent with or prejudices the interests of the Trust Fund or
the
Certificateholders in any EMC Mortgage Loan or the rights and interests of
the
Depositor or the Trustee under this Agreement.
Without
limiting the generality of the foregoing, the Company, in its own name or
in the
name of the Trust, the Depositor or the Trustee, is hereby authorized and
empowered by the Trust, the Depositor and the Trustee, when the Company believes
it appropriate in its reasonable judgment, to execute and deliver, on behalf
of
the Trustee, the Depositor, the Certificateholders or any of them, any and
all
instruments of satisfaction or cancellation, or of partial or full release
or
discharge and all other comparable instruments, with respect to the EMC Mortgage
Loans, and with respect to the related Mortgaged Properties held for the
benefit
of the Certificateholders. The Company shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by
any or all of them as are necessary or appropriate to enable the Company
to
service and administer the EMC Mortgage Loans. Upon receipt of such documents,
the Depositor and/or the Trustee shall execute such documents and deliver
them
to the Company.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Company shall advance or cause to be advanced funds as necessary for the
purpose
of effecting the payment of taxes and assessments on the Mortgaged Properties
relating to the EMC Mortgage Loans, which advances shall be reimbursable
in the
first instance from related collections from the Mortgagors pursuant to Section
5.04, and further as provided in Section 5.02. All costs incurred by the
Company, if any, in effecting the timely payments of taxes and assessments
on
the Mortgaged Properties relating to the EMC Mortgage Loans and related
insurance premiums shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the Stated Principal
Balance under the related EMC Mortgage Loans, notwithstanding that the terms
of
such Mortgage Loans so permit.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(a) Except
as
otherwise provided in this Section 3.02, when any property subject to a Mortgage
has been or is about to be conveyed by the Mortgagor, the Company shall to
the
extent that it has knowledge of such conveyance, enforce any due-on-sale
clause
contained in any Mortgage Note or Mortgage, to the extent permitted under
applicable law and governmental regulations, but only to the extent that
such
enforcement will not adversely affect or jeopardize coverage under any Required
Insurance Policy. Notwithstanding the foregoing, the Company is not required
to
exercise such rights with respect to an EMC Mortgage Loan if the Person to
whom
the related Mortgaged Property has been conveyed or is proposed to be conveyed
satisfies the terms and conditions contained in the Mortgage Note and Mortgage
related thereto and the consent of the mortgagee under such Mortgage Note
or
Mortgage is not otherwise so required under such Mortgage Note or Mortgage
as a
condition to such transfer. In the event that the Company is prohibited by
law
from enforcing any such due-on-sale clause, or if coverage under any Required
Insurance Policy would be adversely affected, or if nonenforcement is otherwise
permitted hereunder, the Company is authorized, subject to Section 3.02(b),
to
take or enter into an assumption and modification agreement from or with
the
person to whom such property has been or is about to be conveyed, pursuant
to
which such person becomes liable under the Mortgage Note and, unless prohibited
by applicable state law, the Mortgagor remains liable thereon, provided that
the
Mortgage Loan shall continue to be covered (if so covered before the Company
enters such agreement) by the applicable Required Insurance Policies. The
Company, subject to Section 3.02(b), is also authorized with the prior approval
of the insurers under any Required Insurance Policies to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted
as
Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the Company shall not be deemed to be in default under this Section
3.02(a) by reason of any transfer or assumption that the Company reasonably
believes it is restricted by law from preventing.
(b) Subject
to the Company’s duty to enforce any due-on-sale clause to the extent set forth
in Section 3.02(a), in any case in which a Mortgaged Property has been conveyed
to a Person by a Mortgagor, and such Person is to enter into an assumption
agreement or modification agreement or supplement to the Mortgage Note or
Mortgage that requires the signature of the Trustee, or if an instrument
of
release signed by the Trustee is required releasing the Mortgagor from liability
on the related EMC Mortgage Loan, the Company shall prepare and deliver or
cause
to be prepared and delivered to the Trustee for signature and shall direct,
in
writing, the Trustee to execute the assumption agreement with the Person
to whom
the Mortgaged Property is to be conveyed and such modification agreement
or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or
the
transfer of the Mortgaged Property to such Person. In connection with any
such
assumption, no material term of the Mortgage Note (including, but not limited
to, the Mortgage Rate, the amount of the Scheduled Payment and any other
term
affecting the amount or timing of payment on the EMC Mortgage Loan) may be
changed. In addition, the substitute Mortgagor and the Mortgaged Property
must
be acceptable to the Company in accordance with its servicing standards as
then
in effect. The Company shall notify the Trustee that any such substitution
or
assumption agreement has been completed by forwarding to the Trustee the
original of such substitution or assumption agreement, which in the case
of the
original shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as
all
other documents and instruments constituting a part thereof. Any fee collected
by the Company for entering into an assumption or substitution of liability
agreement shall be retained by the Company as additional servicing
compensation.
Section
3.03 Subservicers.
The
Company shall perform all of its servicing responsibilities hereunder or
may
cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Company of a subservicer shall not release the
Company from any of its obligations hereunder and the Company shall remain
responsible hereunder for all acts and omissions of each subservicer as fully
as
if such acts and omissions were those of the Company. The Company shall pay
all
fees of each subservicer from its own funds, and a subservicer’s fee shall not
exceed the Servicing Fee payable to the Company hereunder.
At
the
cost and expense of the Company, without any right of reimbursement from
its
Protected Account, the Company shall be entitled to terminate the rights
and
responsibilities of a subservicer and arrange for any servicing responsibilities
to be performed by a successor subservicer; provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at the
Company’s option, from electing to service the related EMC Mortgage Loans
itself. In the event that the Company’s responsibilities and duties under this
Agreement are terminated pursuant to Section 9.05, the Company shall at its
own
cost and expense terminate the rights and responsibilities of each subservicer
effective as of the date of termination of the Company. The Company shall
pay
all fees, expenses or penalties necessary in order to terminate the rights
and
responsibilities of each subservicer from the Company’s own funds without
reimbursement from the Trust Fund.
Notwithstanding
the foregoing, the Company shall not be relieved of its obligations hereunder
and shall be obligated to the same extent and under the same terms and
conditions as if it alone were servicing and administering the EMC Mortgage
Loans. The Company shall be entitled to enter into an agreement with a
subservicer for indemnification of the Company by the subservicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any
Subservicing Agreement and any other transactions or services relating to
the
EMC Mortgage Loans involving a subservicer shall be deemed to be between
such
subservicer and the Company alone, and neither the Master Servicer nor the
Trustee shall have any obligations, duties or liabilities with respect to
such
subservicer including any obligation, duty or liability of either the Master
Servicer or the Trustee to pay such subservicer’s fees and expenses. For
purposes of remittances to the Master Servicer pursuant to this Agreement,
the
Company shall be deemed to have received a payment on an EMC Mortgage Loan
when
a subservicer has received such payment.
Section
3.04 Documents,
Records and Funds in Possession of Company To Be Held for Trustee.
Notwithstanding
any other provisions of this Agreement, the Company shall transmit to the
Trustee as required by this Agreement all documents and instruments in respect
of an EMC Mortgage Loan coming into the possession of the Company from time
to
time and shall account fully to the Trustee for any funds received by the
Company or that otherwise are collected by the Company as Liquidation Proceeds
or Insurance Proceeds in respect of any such Mortgage Loan. All Mortgage
Files
and funds collected or held by, or under the control of, the Company in respect
of any EMC Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any
funds
on deposit in the Protected Account maintained by the Company, shall be held
by
the Company for and on behalf of the Trustee and shall be and remain the
sole
and exclusive property of the Trustee, subject to the applicable provisions
of
this Agreement. The Company also agrees that it shall not create, incur or
subject any Mortgage File or any funds that are deposited in the Protected
Account maintained by the Company or the Distribution Account or in any Escrow
Account, or any funds that otherwise are or may become due or payable to
the
Trustee for the benefit of the Certificateholders, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, or assert
by
legal action or otherwise any claim or right of set off against any Mortgage
File or any funds collected on, or in connection with, an EMC Mortgage Loan,
except, however, that the Company shall be entitled to set off against and
deduct from any such funds any amounts that are properly due and payable
to the
Company under this Agreement.
Section
3.05 Maintenance
of Hazard Insurance.
The
Company shall cause to be maintained, for each EMC Mortgage Loan, hazard
insurance on buildings upon, or comprising part of, the Mortgaged Property
against loss by fire, hazards of extended coverage and such other hazards
as are
customary in the area where the related Mortgaged Property is located with
an
insurer which is licensed to do business in the state where the related
Mortgaged Property is located. Each such policy of standard hazard insurance
shall contain, or have an accompanying endorsement that contains, a standard
mortgagee clause. The Company shall also cause flood insurance to be maintained
on property acquired upon foreclosure or deed in lieu of foreclosure of any
EMC
Mortgage Loan, to the extent described below. Pursuant to Section 5.01, any
amounts collected by the Company under any such policies (other than the
amounts
to be applied to the restoration or repair of the related Mortgaged Property
or
property thus acquired or amounts released to the Mortgagor in accordance
with
the Company’s normal servicing procedures) shall be deposited in the Protected
Account maintained by the Company. Any cost incurred by the Company in
maintaining any such insurance shall not, for the purpose of calculating
monthly
distributions to the Certificateholders or remittances to the Trustee for
their
benefit, be added to the principal balance of the Mortgage Loan, notwithstanding
that the terms of the EMC Mortgage Loan so permit. Such costs shall be
recoverable by the Company out of late payments by the related Mortgagor
or out
of Liquidation Proceeds to the extent permitted by Section 5.02. It is
understood and agreed that no earthquake or other additional insurance is
to be
required of any Mortgagor or maintained on property acquired in respect of
a
Mortgage other than pursuant to such applicable laws and regulations as shall
at
any time be in force and as shall require such additional insurance. If the
Mortgaged Property is located at the time of origination of the related EMC
Mortgage Loan in a federally designated special flood hazard area and such
area
is participating in the national flood insurance program, the Company shall
cause flood insurance to be maintained with respect to such EMC Mortgage
Loan.
Such flood insurance shall be in an amount equal to the least of (i) the
Stated
Principal Balance of the related EMC Mortgage Loan, (ii) minimum amount required
to compensate for damage or loss on a replacement cost basis or (iii) the
maximum amount of such insurance available for the related Mortgaged Property
under the Flood Disaster Protection Act of 1973, as amended.
In
the
event that the Company shall obtain and maintain a blanket policy insuring
against hazard losses on all of the EMC Mortgage Loans, it shall conclusively
be
deemed to have satisfied its obligations as set forth in the first sentence
of
this Section 3.05, it being understood and agreed that such policy may contain
a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers. If such policy contains
a
deductible clause, the Company shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy complying with
the
first sentence of this Section 3.05, and there shall have been a loss that
would
have been covered by such policy, deposit in the Protected Account maintained
by
the Company the amount not otherwise payable under the blanket policy because
of
such deductible clause. Such deposit shall be from the Company’s own funds
without reimbursement therefor. In connection with its activities as
administrator and servicer of the EMC Mortgage Loans, the Company agrees
to
present, on behalf of itself, the Depositor and the Trustee for the benefit
of
the Certificateholders, claims under any such blanket policy.
Section
3.06 Presentment
of Claims and Collection of Proceeds.
The
Company shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Insurance Policies relating to the
EMC
Mortgage Loans and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured’s claim) as shall be necessary to
realize recovery under such Insurance Policies. Any proceeds disbursed to
the
Company in respect of such Insurance Policies shall be promptly deposited
in the
Protected Account maintained by the Company upon receipt, except that any
amounts realized that are to be applied to the repair or restoration of the
related Mortgaged Property as a condition precedent to the presentation of
claims on the related EMC Mortgage Loan to the insurer under any applicable
Insurance Policy need not be so deposited (or remitted).
Section
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Company shall not take any action that would result in noncoverage under
any
applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Company would have been covered thereunder. The Company shall
use
its best efforts to keep in force and effect (to the extent that the EMC
Mortgage Loan requires the Mortgagor to maintain such insurance), Primary
Mortgage Insurance applicable to each EMC Mortgage Loan. The Company shall
not
cancel or refuse to renew any such Primary Mortgage Insurance Policy that
is in
effect at the date of the initial issuance of the related Mortgage Note and
is
required to be kept in force hereunder.
(b) The
Company agrees to present on behalf of the Trustee and the Certificateholders,
claims to the insurer under any Primary Mortgage Insurance Policies relating
to
the EMC Mortgage Loans and, in this regard, to take such reasonable action
as
shall be necessary to permit recovery under any Primary Mortgage Insurance
Policies respecting defaulted EMC Mortgage Loans. Pursuant to Section 5.01,
any
amounts collected by the Company under any Primary Mortgage Insurance Policies
shall be deposited in the Protected Account maintained by the Company, subject
to withdrawal pursuant to Section 5.02 hereof.
Section
3.08 Fidelity
Bond, Errors and Omissions Insurance.
The
Company shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the EMC Mortgage Loans and who handle funds, money, documents
and
papers relating to the EMC Mortgage Loans. The fidelity bond and errors and
omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond
and shall protect and insure the Company against losses, including forgery,
theft, embezzlement, fraud, errors and omissions and negligent acts of such
persons. Such fidelity bond shall also protect and insure the Company against
losses in connection with the failure to maintain any insurance policies
required pursuant to this Agreement and the release or satisfaction of an
EMC
Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.08 requiring the fidelity bond and errors and
omissions insurance shall diminish or relieve the Company from its duties
and
obligations as set forth in this Agreement. The minimum coverage under any
such
bond and insurance policy shall be at least equal to the corresponding amounts
required by Accepted Servicing Practices. The Company shall deliver to the
Master Servicer a certificate from the surety and the insurer as to the
existence of the fidelity bond and errors and omissions insurance policy
and
shall obtain a statement from the surety and the insurer that such fidelity
bond
or insurance policy shall in no event be terminated or materially modified
without thirty days prior written notice to the Master Servicer and the Trustee.
The Company shall notify the Master Servicer and the Trustee within five
business days of receipt of notice that such fidelity bond or insurance policy
will be, or has been, materially modified or terminated. The Trustee for
the
benefit of the Certificateholders must be named as loss payees on the fidelity
bond and as additional insured on the errors and omissions policy.
The
Company shall provide to the Master Servicer and the Depositor evidence of
the
authorization of the person signing any certification or statement, copies
or
other evidence of fidelity bond and errors and omissions insurance, financial
information and reports, and such other information related to the Company
or
any subservicer engaged by it or the Company’s or such subservicer’s performance
hereunder or under the related Subservicing Agreement as may be reasonably
requested by the Master Servicer or the Depositor.
Section
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Company shall use reasonable efforts to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the EMC Mortgage Loans
as
come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments. In connection with such
foreclosure or other conversion, the Company shall follow such practices
and
procedures as it shall deem necessary or advisable and as shall be normal
and
usual in its general mortgage servicing activities and the requirements of
the
insurer under any Required Insurance Policy; provided that the Company shall
not
be required to expend its own funds in connection with any foreclosure or
towards the restoration of any property unless it shall determine (i) that
such
restoration and/or foreclosure will increase the proceeds of liquidation
of the
EMC Mortgage Loan after reimbursement to itself of such expenses and (ii)
that
such expenses will be recoverable to it through Insurance Proceeds or
Liquidation Proceeds (respecting which it shall have priority for purposes
of
withdrawals from the Protected Accounts maintained by the Company pursuant
to
Section 5.02). If the Company reasonably believes that Liquidation Proceeds
with
respect to any such EMC Mortgage Loan would not be increased as a result
of such
foreclosure or other action, such EMC Mortgage Loan will be charged-off and
will
become a Liquidated Loan. The Company will give notice of any such charge-off
to
the Trustee and the Securities Administrator. The Company shall be responsible
for all other costs and expenses incurred by it in any such proceedings;
provided that such costs and expenses shall be Servicing Advances and that
it
shall be entitled to reimbursement thereof from the proceeds of liquidation
of
the related Mortgaged Property, as contemplated in Section 5.02. If the Company
has knowledge that a Mortgaged Property that the Company is contemplating
acquiring in foreclosure or by deed- in-lieu of foreclosure is located within
a
one-mile radius of any site with environmental or hazardous waste risks known
to
the Company, the Company will, prior to acquiring the related Mortgaged
Property, consider such risks and only take action in accordance with its
established environmental review procedures.
With
respect to any REO Property relating to an EMC Mortgage Loan, the deed or
certificate of sale shall be taken in the name of the Trustee for the benefit
of
the Certificateholders (or the Trustee’s nominee on behalf of the
Certificateholders). The Trustee’s name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity.
The
Company shall ensure that the title to such REO Property references this
Agreement and the Trustee’s capacity hereunder. Pursuant to its efforts to sell
such REO Property, the Company shall either itself or through an agent selected
by the Company protect and conserve such REO Property in the same manner
and to
such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of
the
Certificateholders, rent the same, or any part thereof, as the Company deems
to
be in the best interest of the Company and the Certificateholders for the
period
prior to the sale of such REO Property. The Company shall prepare for and
deliver to the Trustee and the Securities Administrator a statement with
respect
to each such REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management
and
maintenance of such REO Property at such times as is necessary to enable
the
Trustee to comply with the reporting requirements of the REMIC Provisions.
The
net monthly rental income, if any, from such REO Property shall be deposited
in
the Protected Account maintained by the Company no later than the close of
business on each Determination Date. The Company shall perform the tax reporting
and withholding related to foreclosures, abandonments and cancellation of
indebtedness income as specified by Sections 1445, 6050J and 6050P of the
Code
by preparing and filing such tax and information returns, as may be
required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or a default becoming reasonably
foreseeable on an EMC Mortgage Loan, the Company shall dispose of such Mortgaged
Property prior to three years after its acquisition by the Trust Fund or,
at the
expense of the Trust Fund, request more than 60 days prior to the day on
which
such three-year period would otherwise expire, an extension of the three-year
grace period unless the Trustee shall have been supplied with an Opinion
of
Counsel addressed to the Trustee (such opinion not to be an expense of the
Trustee) to the effect that the holding by the Trust Fund of such Mortgaged
Property subsequent to such three-year period will not result in the imposition
of taxes on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV
or REMIC V as defined in Section 860F of the Code or cause either REMIC I,
REMIC
II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time
that any Certificates are outstanding, in which case the Trust Fund may continue
to hold such Mortgaged Property (subject to any conditions contained in such
Opinion of Counsel). Notwithstanding any other provision of this Agreement,
no
Mortgaged Property acquired by the Trust Fund shall be rented (or allowed
to
continue to be rented) or otherwise used for the production of income by
or on
behalf of the Trust Fund in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or (ii) subject any
of
REMIC I, REMIC II, XXXXX XXX, REMIC IV or REMIC V to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Company
has
agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
The
decision of the Company to foreclose on a defaulted EMC Mortgage Loan shall
be
subject to a determination by the Company that the proceeds of such foreclosure
would exceed the costs and expenses of bringing such a proceeding. The income
earned from the management of any Mortgaged Properties acquired through
foreclosure or other judicial proceeding, net of reimbursement to the Company
for expenses incurred (including any property or other taxes) in connection
with
such management and net of unreimbursed Servicing Fees, Advances, Servicing
Advances and any management fee paid or to be paid with respect to the
management of such Mortgaged Property, shall be applied to the payment of
principal of, and interest on, the related defaulted EMC Mortgage Loans (with
interest accruing as though such Mortgage Loans were still current) and all
such
income shall be deemed, for all purposes in the Agreement, to be payments
on
account of principal and interest on the related Mortgage Notes and shall
be
deposited into the Protected Accounts maintained by the Company. To the extent
the income received during a Prepayment Period is in excess of the amount
attributable to amortizing principal and accrued interest at the related
Mortgage Rate on the related EMC Mortgage Loan, such excess shall be considered
to be a partial Principal Prepayment for such Mortgage Loan for all purposes
hereof.
The
Liquidation Proceeds from any liquidation of a related EMC Mortgage Loan,
net of
any payment to the Company as provided above, shall be deposited in the related
Protected Account maintained by the Company on the next succeeding Determination
Date following receipt thereof for distribution on the related Distribution
Date, except that any Excess Liquidation Proceeds shall be retained by the
Company as additional servicing compensation.
The
proceeds of any Liquidated Loan, as well as any recovery resulting from a
partial collection of related Liquidation Proceeds or any income from a related
REO Property, shall be applied in the following order of priority: first,
to
reimburse the Company for any related unreimbursed Servicing Advances and
Servicing Fees, pursuant to Section 5.02 or this Section 3.09; second, to
reimburse the Company for any unreimbursed Advances pursuant to Section 5.02
or
this Section 3.09; third, to accrued and unpaid interest (to the extent no
Advance has been made for such amount) on the EMC Mortgage Loan or related
REO
Property, at the Net Mortgage Rate to the first day of the month in which
such
amounts are required to be distributed; and fourth, as a recovery of principal
of the EMC Mortgage Loan.
(b) On
each
Determination Date, the Company shall determine the respective aggregate
amounts
of Excess Liquidation Proceeds and Realized Losses, if any, for the related
Prepayment Period.
(c) The
Company has no intent to foreclose on any EMC Mortgage Loan based on the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Company from initiating foreclosure proceedings on any
date
hereafter if the facts and circumstances of such EMC Mortgage Loans including
delinquency characteristics in the Company’s discretion so warrant such
action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Company shall be entitled
to
retain or withdraw from its Protected Accounts out of each payment of interest
on an EMC Mortgage Loan included in the Trust Fund an amount equal to the
Servicing Fee.
Additional
servicing compensation in the form of any Excess Liquidation Proceeds,
assumption fees, late payment charges, all Prepayment Interest Excess on
any EMC
Mortgage Loan, all income and gain net of any losses realized from Permitted
Investments with respect to funds in or credited to the Protected Accounts
maintained by the Company shall be retained by the Company to the extent
not
required to be deposited in the Protected Accounts maintained by the Company
pursuant to Section 5.02. The Company shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder (including
payment of any premiums for hazard insurance, as required by Section 3.05
and
maintenance of the other forms of insurance coverage required by Section
3.07)
and shall not be entitled to reimbursement therefor except as specifically
provided in Section 5.02.
EMC
shall
be entitled to retain any Prepayment Interest Excess.
Section
3.11 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of
any
related EMC Mortgage Loan, the deed or certificate of sale shall be issued
to
the Trustee, or to its nominee, on behalf of the related Certificateholders.
The
Company shall sell any such REO Property as expeditiously as possible and
in
accordance with the provisions of this Agreement. Pursuant to its efforts
to
sell such REO Property, the Company shall protect and conserve such REO Property
in the manner and to the extent required herein, in accordance with the REMIC
Provisions.
(b) The
Company shall deposit all funds collected and received in connection with
the
operation of any REO Property in respect of any EMC Mortgage Loan into the
Protected Accounts maintained by the Company.
(c) The
Company, upon the final disposition of any REO Property in respect of any
EMC
Mortgage Loan, shall be entitled to reimbursement for any related unreimbursed
Advances, unreimbursed Servicing Advances or Servicing Fees from Liquidation
Proceeds received in connection with the final disposition of such REO Property;
provided, that any such unreimbursed Advances or Servicing Fees as well as
any
unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior
to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.
Section
3.12 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property relating to an EMC Mortgage Loan or
the
acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure,
the Company shall submit a liquidation report to the Master Servicer containing
such information as shall be mutually acceptable to the Company and the Master
Servicer with respect to such Mortgaged Property.
Section
3.13 Books
and
Records.
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 Loans by the Trust. In particular, the Company shall maintain
in
its possession, available for inspection by the Securities Administrator
and the
Trustee and shall deliver to the Securities Administrator and the Trustee
upon
demand, evidence of compliance with all federal, state and local laws, rules
and
regulations. To the extent that original documents are not required for purposes
of realization of Liquidation Proceeds or Insurance Proceeds, documents
maintained by the Company may be in the form of microfilm or microfiche or
such
other reliable means of recreating original documents, including, but not
limited to, optical imagery techniques so long as the Company complies with
the
requirements of Accepted Servicing Practices.
The
Company shall maintain with respect to each Mortgage Loan and shall make
available for inspection by the Securities Administrator and the Trustee
the
related servicing file during the time such Mortgage Loan is subject to this
Agreement and thereafter in accordance with applicable law.
Payments
on the Mortgage Loans, including any payoffs, made in accordance with the
related Mortgage File will be entered in the Company’s set of books and records
no more than two business days after receipt and identification, and allocated
to principal or interest as specified in the related Mortgage File.
ARTICLE
IV
ADMINISTRATION
AND MASTER
SERVICING
OF MORTGAGE LOANS BY
MASTER
SERVICER
Section
4.01 Master
Servicer.
The
Master Servicer shall, beginning on the Closing Date, supervise, monitor
and
oversee the obligation of the Company and the related Servicer to service
and
administer the Mortgage Loans in accordance with the terms of this Agreement
and
the related Servicing Agreement and shall have full power and authority
to do
any and all things which it may deem necessary or desirable in connection
with
such master servicing and administration. In performing its obligations
hereunder, the Master Servicer shall act in a manner consistent with Accepted
Master Servicing Practices. Furthermore, the Master Servicer shall oversee
and
consult with the Company and the related Servicer as necessary from time
to time
to carry out the Master Servicer’s obligations hereunder, shall receive, review
and evaluate all reports, information and other data provided to the Master
Servicer by the Company and the related Servicer and shall cause the Company
and
related Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by such Person under this Agreement
and
the related Servicing Agreement. The Master Servicer shall independently
and
separately monitor the Company and the related Servicer’s servicing activities
with respect to each related Mortgage Loan, reconcile the results of such
monitoring with such information provided in the previous sentence on a
monthly
basis and coordinate corrective adjustments to the Company’s, the related
Servicer’s and Master Servicer’s records, and based on such reconciled and
corrected information, the Master Servicer shall provide such information
to the
Securities Administrator as shall be necessary in order for it to prepare
the
statements specified in Section 6.06 and any other information and statements
required hereunder. The Master Servicer shall reconcile the results of
its
Mortgage Loan monitoring with the actual remittances of the Company to
the
Securities Administrator and each Servicer pursuant to this Agreement and
the
related Servicing Agreement.
In
addition to the foregoing, in connection with a modification of any Mortgage
Loan by a Servicer, if the Master Servicer is unable to enforce the obligations
of the Servicer with respect to such modification, the Master Servicer shall
notify the Depositor of such Servicer’s failure to comply with the terms of the
Servicing Agreement or this Agreement. If the Servicing Agreement or this
Agreement (in
the
case of the Company, as Servicer) requires
the approval of the Master Servicer for a modification to a Mortgage Loan,
the
Master Servicer shall approve such modification if, based upon its receipt
of
written notification from the related Servicer outlining the terms of such
modification and appropriate supporting documentation, the Master Servicer
determines that the modification is permitted under the terms of the Servicing
Agreement or this Agreement (in the case of the Company, as Servicer) and
that
any conditions to such modification set forth in the Servicing Agreement
or this
Agreement have been satisfied. Furthermore, if the Servicing Agreement or
this
Agreement (in the case of the Company, as Servicer) requires the oversight
and
monitoring of loss mitigation measures with respect to the related Mortgage
Loans, the Master Servicer will monitor any loss mitigation procedure or
recovery action related to a defaulted Mortgage Loan (to the extent it receives
notice of such from the related Servicer) and confirm that such loss mitigation
procedure or recovery action is initiated, conducted and concluded in accordance
with any timeframes and any other requirements set forth in the Servicing
Agreement or this Agreement (in the case of the Company, as Servicer), and
the
Master Servicer shall notify the Depositor in any case in which the Master
Servicer believes that the related Servicer is not complying with such
timeframes and/or other requirements.
The
Trustee shall furnish the Company, the Servicers and the Master Servicer,
upon
written request from a servicing officer, with any powers of attorney and
other
documents in form as provided to it necessary or appropriate to enable the
Company, the Servicer and the Master Servicer to service and administer the
related Mortgage Loans and REO Property.
The
Trustee or the Custodian on its behalf, the Company or the related Servicer
shall provide access to the records and documentation in possession of the
Trustee or the Custodian on its behalf, the Company or the related Servicer
regarding the related Mortgage Loans and REO Property and the servicing thereof
to the Certificateholders, the FDIC, and the supervisory agents and examiners
of
the FDIC, such access being afforded only upon reasonable prior written request
and during normal business hours at the office of the Trustee, the Custodian,
the Company or the related Servicer; provided, however, that, unless otherwise
required by law, neither the Trustee, the Custodian, the Company nor the
related
Servicer shall be required to provide access to such records and documentation
if the provision thereof would violate the legal right to privacy of any
Mortgagor. The Trustee, the Custodian, the Company and the related Servicer
shall allow representatives of the above entities to photocopy any of the
records and documentation and shall provide equipment for that purpose at
a
charge that covers the Trustee’s, the Custodian’s, the Company’s or the related
Servicer’s actual costs.
The
Trustee shall execute and deliver to the Company or the related Servicer
and the
Master Servicer, upon such party’s written instruction (which includes the
documents to be signed) 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
4.02 REMIC-Related
Covenants.
For
as
long as each REMIC created hereunder 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 Seller, the Company, the Servicers or the
Master Servicer to assure such continuing treatment. In particular, the Trustee
shall not (a) sell or permit the sale of all or any portion of the Mortgage
Loans or of any investment of deposits in an Account (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 2.03 of this Agreement, as
applicable, accept any contribution to any REMIC after the Startup Day without
receipt of a REMIC Opinion.
Section
4.03 Monitoring
of Company and Servicer.
(a) The
Master Servicer shall be responsible for reporting to the Trustee and the
Seller
the non-compliance by the Company and the related Servicer with its duties
under
this Agreement and the related Servicing Agreement. In the review of the
Company’s and the related Servicer’s activities, the Master Servicer may rely
upon an Officer’s Certificate of the Company and the related Servicer with
regard to such Person’s compliance with the terms of this Agreement or the
related Servicing Agreement. In the event that the Master Servicer, in its
judgment, determines that the Company or the related Servicer should be
terminated in accordance with this Agreement or the related Servicing Agreement,
or that a notice should be sent pursuant to this Agreement or the related
Servicing Agreement with respect to the occurrence of an event that, unless
cured, would constitute grounds for such termination, the Master Servicer
shall
notify the Seller and the Trustee and the Master Servicer shall issue such
notice or take such other action as it deems appropriate.
(b) The
Master Servicer, for the benefit of the Trustee and the Certificateholders,
shall enforce the obligations of the Company under this Agreement and the
related Servicer under the related Servicing Agreement, and
shall, in the event that the Company or the related Servicer fails to perform
its obligations in accordance with this Agreement or the related Servicing
Agreement, subject to the preceding paragraph, terminate the rights and
obligations of such Person thereunder and act as servicer of the related
Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement
with a successor Servicer selected by the Master Servicer; provided, however,
it
is understood and acknowledged by the parties hereto that there shall be
a
period of transition (not to exceed 90 days) before the actual servicing
functions can be fully transferred to such successor Servicer; provided,
however, it is understood and acknowledged by the parties hereto that there
will
be a period of transition (not to exceed 90 days) before the actual servicing
functions can be fully transferred to such successor servicer. In either
event,
such enforcement, including, without limitation, the legal prosecution of
claims, termination of the related Servicing Agreement and the pursuit of
other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Master
Servicer shall pay the costs of such enforcement at its own expense, subject
to
its right of reimbursement pursuant to the provisions of this Agreement or the
related Servicing Agreement, provided that the Master Servicer shall not
be
required to prosecute or defend any legal action except to the extent that
the
Master Servicer shall have received reasonable indemnity for its costs and
expenses in pursuing such action.
(c) To
the
extent that the costs and expenses of the Master Servicer or related to any
termination of a Servicer, or the enforcement or prosecution of related claims,
rights or remedies or the appointment of a successor Servicer or the transfer
and assumption of servicing by the Master Servicer with respect to this
Agreement or the related Servicing Agreement (including, without limitation,
(i)
all legal costs and expenses and all due diligence costs and expenses associated
with an evaluation of the potential termination of the Company or a Servicer
as
a result of an event of default by such Person and (ii) all costs and expenses
associated with the complete transfer of servicing, including all servicing
files and all servicing data and the completion, correction or manipulation
of
such servicing data as may be required by the successor servicer to correct
any
errors or insufficiencies in the servicing data or otherwise to enable the
successor service to service the Mortgage Loans in accordance with this
Agreement or the related Servicing Agreement) are not fully and timely
reimbursed by the terminated Servicer, the Master Servicer shall be entitled
to
reimbursement of such costs and expenses from the Distribution Account, pursuant
to Section 5.09.
(d) The
Master Servicer shall require the Company and the related Servicer to comply
with the remittance requirements and other obligations set forth in this
Agreement or the related Servicing Agreement, as applicable.
(e) If
the
Master Servicer acts as a servicer, it will not assume liability for the
representations and warranties of the Company or the related Servicer, if
any,
that it replaces.
Section
4.04 Fidelity
Bond.
The
Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on
such
Master Servicer’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder. The errors and omissions
insurance policy and the fidelity bond shall be in such form and amount
generally acceptable for entities serving as master servicers or
trustees.
Section
4.05 Power
to
Act; Procedures.
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article XI hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i)
to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of
the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable; provided, however, that the Master Servicer
shall not (and, consistent with its responsibilities under Section 4.03,
shall
not authorize the Company or the related Servicer to) knowingly or intentionally
take any action, or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as
the
case may be, would cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC
V 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 will not cause REMIC I, REMIC II, XXXXX XXX,
REMIC
IV or REMIC V to fail to qualify as a REMIC or result in the imposition of
a tax
upon REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as the case may be.
The
Trustee shall furnish the Master Servicer, upon written request from a Servicing
Officer, with any powers of attorney empowering the Master Servicer, the
Company
or the related Servicer to execute and deliver instruments of satisfaction
or
cancellation, or of partial or full release or discharge, and to foreclose
upon
or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
in
any court action relating to the Mortgage Loans or the Mortgaged Property,
in
accordance with the related Servicing Agreement and this Agreement, and the
Trustee shall execute and deliver such other documents, as the Master Servicer
may request, to enable the Master Servicer to master service and administer
the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Master Servicer,
the
Company or the related Servicer). If the Master Servicer or the Trustee has
been
advised that it is likely that the laws of the state in which action is to
be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the “doing business” or tax laws of
such state if such action is taken in its name, the Master Servicer shall
join
with the Trustee in the appointment of a co-trustee pursuant to Section 10.11
hereof. In the performance of its duties hereunder, the Master Servicer shall
be
an independent contractor and shall not be deemed to be the agent of the
Trustee.
Section
4.06 Due-on-Sale
Clauses; Assumption Agreements.
To
the
extent provided in this Agreement or the related Servicing Agreement, to
the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Company and the related Servicer to enforce such
clauses in accordance with this Agreement or the related Servicing Agreement.
If
applicable law prohibits the enforcement of a due-on-sale clause or such
clause
is otherwise not enforced in accordance with this Agreement or the related
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with this
Agreement or the related Servicing Agreement.
Section
4.07 Release
of Mortgage Files.
(a) Upon
becoming aware of the payment in full of any Mortgage Loan, or the receipt
by
the Company or the related Servicer of a notification that payment in full
has
been escrowed in a manner customary for such purposes for payment to
Certificateholders on the next Distribution Date, the Company or the related
Servicer will, if required under the related Servicing Agreement (or if the
Company or the related Servicer does not, the Master Servicer may), promptly
furnish to the Custodian, on behalf of the Trustee, two copies of a
certification substantially in the form of Exhibit G (or as otherwise provided
in the 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 Company or the Servicer pursuant to Article V or by the related Servicer
pursuant to the related Servicing Agreement have been or will be so deposited)
and shall request that the Custodian, on behalf of the Trustee, deliver to
the
Company or the related Servicer the related Mortgage File. Upon receipt of
such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the Company or the related
Servicer and the Trustee and Custodian shall have no further responsibility
with
regard to such Mortgage File. Upon any such payment in full, the Company
or the
related Servicer is authorized, to give, as agent for the Trustee, as the
mortgagee under the Mortgage that secured the Mortgage Loan, an instrument
of
satisfaction (or assignment of mortgage without recourse, representation
or
warranty) regarding the Mortgaged Property subject to the Mortgage, which
instrument of satisfaction or assignment, as the case may be, shall be delivered
to the Person or Persons entitled thereto against receipt therefor of such
payment, it being understood and agreed that no expenses incurred in connection
with such instrument of satisfaction or assignment, as the case may be, shall
be
chargeable to the Protected Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan
and in accordance with this Agreement or the related Servicing Agreement,
upon
written instruction from such Servicer or the Master Servicer, the Trustee
shall
execute such documents as shall be prepared and furnished to the Trustee
by the
Company, the related Servicer or the Master Servicer (in form reasonably
acceptable to the Trustee) and as are necessary to the prosecution of any
such
proceedings. The Custodian, on behalf of the Trustee, shall, upon the request
of
the Company, the related Servicer or the Master Servicer, and delivery to
the
Custodian, on behalf of the Trustee, of two copies of a request for release
signed by a Servicing Officer substantially in the form of Exhibit G (or
in a
mutually agreeable electronic format which will, in lieu of a signature on
its
face, originate from a Servicing Officer), release the related Mortgage File
held in its possession or control to the Company, the related Servicer or
the
Master Servicer, as applicable. Such trust receipt shall obligate the Company,
the related Servicer or the Master Servicer to return the Mortgage File to
the
Custodian on behalf of the Trustee, when the need therefor by such Person
no
longer exists unless the Mortgage Loan shall be liquidated, in which case,
upon
receipt of a certificate of a Servicing Officer similar to that hereinabove
specified, the Mortgage File shall be released by the Custodian, on behalf
of
the Trustee, to the Company, the related Servicer or the Master
Servicer.
Section
4.08 Documents,
Records and Funds in Possession of Master Servicer, Company and Servicer
To Be
Held for Trustee.
(a) The
Master Servicer shall transmit and the Company or the related Servicer (to
the
extent required by this Agreement or the related Servicing Agreement) shall
transmit to the Trustee or Custodian such documents and instruments coming
into
the possession of such Person from time to time as are required by the terms
hereof, or in the case of the related Servicer, the related Servicing Agreement,
to be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer, the Company or by the related Servicer in respect of any Mortgage
Loan
or which otherwise are collected by the Master Servicer, the Company or by
the
related Servicer as Liquidation Proceeds or Insurance Proceeds in respect
of any
Mortgage Loan shall be held for the benefit of the Trustee and the
Certificateholders subject to the Securities Administrator’s right to retain or
withdraw from the Distribution Account, the Master Servicing Compensation
and
other amounts provided in this Agreement, and to the right of the Company
and
the related Servicer to retain its Servicing Fee and other amounts as provided
in this Agreement or the related Servicing Agreement. The Master Servicer,
the
Company and the related Servicer shall provide access to information and
documentation regarding the Mortgage Loans to the Trustee and, regarding
the
Mortgage Loans and their respective agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders
that are savings and loan associations, banks or insurance companies, the
Office
of Thrift Supervision, the FDIC and the supervisory agents and examiners
of such
Office and Corporation or examiners of any other federal or state banking
or
insurance regulatory authority if so required by applicable regulations of
the
Office of Thrift Supervision or other regulatory authority, such access to
be
afforded without charge but only upon reasonable request in writing and during
normal business hours at the offices of the Master Servicer designated by
it. In
fulfilling such a request the Master Servicer shall not be responsible for
determining the sufficiency of such information.
(b) All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer, in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds or Insurance
Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer, the
Company and the related Servicer shall be entitled to setoff against, and
deduct
from, any such funds any amounts that are properly due and payable to the
Master
Servicer or such Servicer under this Agreement or the related Servicing
Agreement.
Section
4.09 Standard
Hazard Insurance and Flood Insurance Policies.
(a) For
each
Mortgage Loan, the Master Servicer shall enforce any obligation of the Company
and the related Servicer under this Agreement or the related Servicing Agreement
to maintain or cause to be maintained standard fire and casualty insurance
and,
where applicable, flood insurance, all in accordance with the provisions
of this
Agreement or the related Servicing Agreement. It is understood and agreed
that
such insurance shall be with insurers meeting the eligibility requirements
set
forth in this Agreement and the related Servicing Agreement and that no
earthquake or other additional insurance is to be required of any Mortgagor
or
to be maintained on property acquired in respect of a defaulted loan, other
than
pursuant to such applicable laws and regulations as shall at any time be
in
force and as shall require such additional insurance.
(b) Pursuant
to Sections 5.01, 5.04 and 5.06 any amounts collected by the Company, the
Servicers or the Master Servicer, or by the Company or the Servicers, under
any
insurance policies (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or released to the
Mortgagor in accordance with this Agreement or the Servicing Agreements)
shall
be deposited by the Company in its Protected Account or by the related Servicer
or the Master Servicer into the Distribution Account, subject to withdrawal
pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as applicable. Any cost incurred
by the Master Servicer, the Company or the related Servicer in maintaining
any
such insurance if the Mortgagor defaults in its obligation to do so shall
be
added to the amount owing under the Mortgage Loan where the terms of the
Mortgage Loan so 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,
the Company or the related Servicer pursuant to Sections 5.02, 5.04, 5.05
and
5.07, as applicable.
Section
4.10 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in this Agreement and the related
Servicing Agreement) cause the Company or the Servicer to, prepare and present
on behalf of the Trustee and the Certificateholders all claims under the
Insurance Policies and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured’s claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to the Master
Servicer (or disbursed to the Company or the related Servicer and remitted
to
the Master Servicer) in respect of such policies, bonds or contracts shall
be
promptly deposited in the Distribution Account upon receipt, except that
any
amounts realized that are to be applied to the repair or restoration of the
related Mortgaged Property as a condition precedent to the presentation of
claims on the related Mortgage Loan to the insurer under any applicable
Insurance Policy need not be so deposited (or remitted).
Section
4.11 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take, or authorize the Company or the related Servicer
(to the extent such action is prohibited under this Agreement or the related
Servicing Agreement) to take, any action that would result in noncoverage
under
any applicable Primary Mortgage Insurance Policy of any loss which, but for
the
actions of the Master Servicer, the Company or the related Servicer, would
have
been covered thereunder. The Master Servicer shall use its best reasonable
efforts to cause the Company and the related Servicer (to the extent required
under this Agreement and the related Servicing Agreement) to keep in force
and
effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance applicable to each Mortgage Loan
(including any LPMI Policy) in accordance with the provisions of this Agreement
and the related Servicing Agreement, as applicable. The Master Servicer shall
not, and shall not authorize the Company or the related Servicer (to the
extent
required under this Agreement or the related Servicing Agreement) to, cancel
or
refuse to renew any such Primary Mortgage Insurance Policy that is in effect
at
the date of the initial issuance of the Mortgage Note and is required to
be kept
in force hereunder except in accordance with the provisions of this Agreement
and the related Servicing Agreement, as applicable.
(b) The
Master Servicer agrees to cause the Company and the related Servicer (to
the
extent required under this Agreement and the related Servicing Agreement)
to
present, on behalf of the Trustee and the Certificateholders, claims to the
insurer under any Primary Mortgage Insurance Policies and, in this regard,
to
take such reasonable action as shall be necessary to permit recovery under
any
Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Sections 5.01, 5.05 and 5.07, any amounts collected by the Company
or the related Servicer under any Primary Mortgage Insurance Policies shall
be
deposited by the Company in its Protected Account or by the Securities
Administrator in the Distribution Account, subject to withdrawal pursuant
to
Section 5.02 or 5.07, as applicable.
Section
4.12 Trustee
to Retain Possession of Certain Insurance Policies and Documents.
The
Trustee (or the Custodian, as directed by the Trustee), shall retain possession
and custody of the originals (to the extent available) of any Primary Mortgage
Insurance Policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to
time
as contemplated by this Agreement. Until all amounts distributable in respect
of
the Certificates have been distributed in full and the Master Servicer otherwise
has fulfilled its obligations under this Agreement, the Trustee (or its
Custodian, if any, as directed by the Trustee) shall also retain possession
and
custody of each Mortgage File in accordance with and subject to the terms
and
conditions of this Agreement. The Master Servicer shall promptly deliver
or
cause to be delivered to the Trustee (or the Custodian, as directed by the
Trustee), upon the execution or receipt thereof the originals of any Primary
Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that
come
into the possession of the Master Servicer from time to time.
Section
4.13 Realization
Upon Defaulted Mortgage Loans.
The
Master Servicer shall cause the Company and the related Servicer (to the
extent
required under this Agreement and the related Servicing Agreement) to foreclose
upon, repossess or otherwise comparably convert the ownership of Mortgaged
Properties securing such of the Mortgage Loans as come into and continue
in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments, all in accordance with this Agreement or the related
Servicing Agreement.
Section
4.14 Compensation
for the Master Servicer.
The
Master Servicer will be entitled to receive the Master Servicing Fee as
compensation for its activities under this Agreement; provided, that the
aggregate Master Servicing Fee with respect to any Distribution Date shall
be
reduced by an amount equal to the Compensating Interest payable by the Master
Servicer for such Distribution Date pursuant to Section 6.02 hereof. The
Master
Servicer will also be entitled to all income and gain realized from any
investment of funds in the Distribution Account for the performance of its
activities hereunder. The Master Servicer shall be required to pay all expenses
incurred by it in connection with its activities hereunder and shall not
be
entitled to reimbursement therefor except as provided in this
Agreement.
Section
4.15 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of
any
related Mortgage Loan, the deed or certificate of sale shall be issued to
the
Trustee, or to its nominee, on behalf of the related Certificateholders.
The
Master Servicer shall, to the extent provided in this Agreement or the related
Servicing Agreement, cause the Company or the related Servicer to sell, any
REO
Property as expeditiously as possible and in accordance with the provisions
of
this Agreement and the related Servicing Agreement, as applicable. Pursuant
to
such efforts to sell such REO Property, the Master Servicer shall cause the
Company or the related Servicer to protect and conserve, such REO Property
in
the manner and to the extent required by this Agreement or the related Servicing
Agreement, in accordance with the REMIC Provisions and in a manner that does
not
result in a tax on “net income from foreclosure property” or cause such REO
Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code.
(b) The
Master Servicer shall, to the extent required by this Agreement or the related
Servicing Agreement, cause the Company or the related Servicer to deposit
all
funds collected and received in connection with the operation of any REO
Property in the Protected Account.
(c) The
Master Servicer and the Company or the related Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Advances and other unreimbursed advances as well as
any
unpaid 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 this Agreement or the related Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net
of any
payment to the Master Servicer and the Company or the related Servicer as
provided above shall be deposited in the Protected Account on or prior to
the
Determination Date in the month following receipt thereof and be remitted
by
wire transfer in immediately available funds to the Securities Administrator
for
deposit into the related Distribution Account on the next succeeding Remittance
Date.
Section
4.16 Annual
Statement as to Compliance.
The
Company as a Servicer, the Master Servicer and the Securities Administrator
shall deliver (or otherwise make available) to the Depositor 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 Company, the Master Servicer, the Securities Administrator or a Servicer
to a subservicer or subcontractor, each such entity shall cause such subservicer
or subcontractor (and with respect to each Servicer, the Master Servicer
shall
enforce the obligation of such Servicer to the extent required under the
related
Servicing Agreement) to deliver a similar Annual Statement of Compliance
by such
subservicer or subcontractor to the Depositor 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 Company to comply with this Section 4.16 (including with respect to
the
timeframes required herein) shall be deemed a Company Default, and the Master
Servicer shall, in addition to whatever rights the Master Servicer may have
under this Agreement and at law or equity or to damages, including injunctive
relief and specific performance, upon notice immediately terminate all of
the
rights and obligations of the Company under this Agreement and in and to
the
Mortgage Loans and the proceeds thereof without compensating the Company
for the
same. Failure of the Master Servicer to comply with this Section 4.16 (including
with respect to the timeframes required herein) shall be deemed an Event
of
Default, and at the written direction of the Depositor the Trustee shall,
in
addition to whatever rights the Trustee may have under this Agreement and
at law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and
the
proceeds thereof without compensating the Master Servicer for the same. Failure
of the Securities Administrator to comply with this Section 4.16 (including
with
respect to the timeframes required in this Section) which failure results
in a
failure to timely file the related Form 10-K, shall be deemed a default and
the
Trustee at the written direction of the Depositor shall, in addition to whatever
rights the Trustee may have under this Agreement and at law or equity or
to
damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Securities
Administrator under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Securities Administrator for the
same.
This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
Section
4.17 Assessments
of Compliance and Attestation Reports.
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
each of the Company as a Servicer, the Master Servicer, the Securities
Administrator and the Custodian (to the extent set forth in this Section)
(each,
an “Attesting Party”) shall deliver (or otherwise make available) to the Master
Servicer, the Securities Administrator and the Depositor on or before March
15th
of each
calendar year beginning in 2007, a report regarding such Attesting Party’s
assessment of compliance (an “Assessment of Compliance”) with the Servicing
Criteria during the preceding calendar year. The Assessment of Compliance,
as
set forth in Regulation AB, must contain the following:
(a) A
statement by an authorized officer of such Attesting Party of its authority
and
responsibility for assessing compliance with the Servicing Criteria applicable
to the related Attesting Party;
(b) A
statement by an authorized officer that such Attesting Party used the Servicing
Criteria attached as Exhibit N 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 N hereto which are indicated as applicable to the related Attesting
Party.
On
or
before March 15th
of each
calendar year beginning in 2007, each Attesting Party shall furnish to the
Master Servicer, the Depositor and the Securities Administrator a report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the related Attesting
Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The
Master Servicer shall enforce the obligation of each Servicer to deliver
to the
Securities Administrator, the Master Servicer and the Depositor an Assessment
of
Compliance and Attestation Report as and when provided in the related Servicing
Agreement. Each of the Company, the Master Servicer and the Securities
Administrator shall cause, and the Master Servicer shall enforce the obligation
(as and when provided in the related Servicing Agreement) of each Servicer
to
cause, any subservicer and each subcontractor (to the extent such subcontractor
is determined by the Company, the Master Servicer or the Securities
Administrator, as applicable, to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB) that is engaged by the
Company, such Servicer, the Master Servicer or the Securities Administrator,
as
applicable, to deliver to the Securities Administrator, the Master Servicer
and
the Depositor an Assessment of Compliance and Attestation Report as and when
provided above. Such Assessment of Compliance, as to any subservicer or
subcontractor, shall at a minimum address the applicable Servicing Criteria
specified on Exhibit N 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 N and notify the
Depositor of any exceptions. Notwithstanding the foregoing, as to any
subcontractor, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust
Fund.
In
addition, for the avoidance of doubt and without duplication, the Company
as a
Servicer shall (and shall cause each subservicer engaged by it to) provide
the
following information to the Depositor and the Securities Administrator:
(A) any
Company Default hereunder and any subservicer event of default under the
terms
of the related Subservicing Agreement, (B) any merger, consolidation or sale
of
substantially all of the assets of the Company or, to the best of the Company’s
knowledge, any such subservicer, and (C) the Company’s entry into an agreement
with a subservicer to perform or assist in the performance of any of the
Company’s obligations as Servicer.
In
addition, the Company as a Servicer, shall cause each subservicer engaged
by it
to provide the following information to the Depositor and the Securities
Administrator, to the extent applicable, within the timeframes that the Company
would otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
The
Custodian shall deliver to the Master Servicer, the Securities Administrator
and
the Depositor an Assessment of Compliance and Attestation Report, as and
when
provided above, which shall at a minimum address each of the Servicing Criteria
specified on Exhibit N hereto which are indicated as applicable to a
“custodian”. Notwithstanding the foregoing, an Assessment of Compliance or
Attestation Report is not required to be delivered by any Custodian unless
it is
required as part of a Form 10-K with respect to the Trust Fund.
Failure
of the Company to comply with this Section 4.17 (including with respect to
the
timeframes required herein) shall be deemed a Company Default, and the Master
Servicer shall, in addition to whatever rights the Master Servicer may have
under this Agreement and at law or equity or to damages, including injunctive
relief and specific performance, upon notice immediately terminate all of
the
rights and obligations of the Company under this Agreement and in and to
the
Mortgage Loans and the proceeds thereof without compensating the Company
for the
same. Failure of the Master Servicer to comply with this Section 4.17 (including
with respect to the timeframes required herein) shall
constitute an
Event
of Default, and at the written direction of the Depositor the Trustee shall,
in
addition to whatever rights the Trustee may have under this Agreement and
at law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and
the
proceeds thereof without compensating the Master Servicer for the same (but
subject to the Master Servicer’s rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to
be
reimbursed prior to the date of termination). Failure of the Securities
Administrator to comply with this Section 4.17 (including with respect to
the
timeframes required in this Section) which failure results in a failure to
timely file the related Form 10-K, shall constitute a default and at the
written
direction of the Depositor the Trustee shall, in addition to whatever rights
the
Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all of the rights and obligations of the Securities Administrator
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Securities Administrator for the same (but subject
to
the Securities Administrator’s right to reimbursement of all amounts for which
it is entitled to be reimbursed prior to the date of termination). This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary.
Section
4.18 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 O to the Securities Administrator and the Depositor and approved
for
inclusion by the Depositor, and the Securities Administrator will have no
duty
or liability for any failure hereunder to determine or prepare any Additional
Form 10-D Disclosure absent such reporting (other than in the case where
the
Securities Administrator is the reporting party as set forth in Exhibit O)
and
approval.
(B) Within
five (5) calendar days after the related Distribution Date, (i) the parties
set
forth in Exhibit O shall be required to provide, and the Master Servicer
shall
enforce the obligation of each Servicer (to the extent provided in the related
Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below, to
the
Securities Administrator and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible format, or in such other form as otherwise
agreed upon by the Securities Administrator and the Depositor and such party,
the form and substance of any Additional Form 10-D Disclosure, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Additional Form 10-D Disclosure on
Form
10-D. The Depositor shall be responsible for any reasonable fees and expenses
assessed or incurred by the Securities Administrator in connection with
including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
Section.
(C) After
preparing the Form 10-D, the Securities Administrator shall forward
electronically a copy of the Form 10-D to the Depositor (in the case of any
Additional 10-D Disclosure and otherwise if requested by the Depositor) and
the
Master Servicer for review. Within
two Business Days after receipt of such copy, but no later than the 12th
calendar day after the Distribution Date (provided that, the Securities
Administrator forwards a copy of the Form 10-D no later than the 10th
calendar
after the Distribution Date), the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D. In the absence of receipt of any written
changes or approval, the Securities Administrator shall be entitled to assume
that such Form 10-D is in final form and the Securities Administrator may
proceed with the execution and filing of the Form 10-D. No later than the
13th
calendar day after the related Distribution Date, a duly authorized officer
of
the Master Servicer shall sign the Form 10-D and, in the case where the Master
Servicer and the Securities Administrator are not affiliated, return an
electronic or fax copy of such signed Form 10-D (with an original executed
hard
copy to follow by overnight mail) to the Securities Administrator. If a Form
10-D cannot be filed on time or if a previously filed Form 10-D needs to
be
amended, the Securities Administrator shall follow the procedures set forth
in
Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day)
after
filing with the Commission, the Securities Administrator shall make available
on
its internet website identified in Section 6.06 a final executed copy of
each
Form 10-D filed by the Securities Administrator. The signing party at the
Master
Servicer can be contacted as set forth in Section 12.05. Form 10-D requires
the
registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. The Depositor shall notify the Securities
Administrator in writing, no later than the fifth calendar day after the
related
Distribution Date with respect to the filing of a report on Form 10-D if
the
answer to the questions should be “no”. The Securities Administrator shall be
entitled to rely on the representations in Section 2.04(vi) and in any such
notice in preparing, executing and/or filing any such report. The parties
to
this Agreement acknowledge that the performance by the Master Servicer and
the
Securities Administrator of their respective duties under Sections 4.18(a)(i)
and (v) related to the timely preparation, execution and filing of Form 10-D
is
contingent upon such parties strictly observing all applicable deadlines
in the
performance of their duties under such Sections. Neither the Master Servicer
nor
the Securities Administrator shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare,
execute and/or timely file such Form 10-D, where such failure results from
a
party’s failure to deliver, on a timely basis, any information from such party
needed to prepare, arrange for execution or file such Form 10-D, not resulting
from its own negligence, bad faith or willful misconduct.
(ii)
(A)
Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), the Securities Administrator
shall prepare and file, at the direction of the Depositor, on behalf of the
Trust, any Form 8-K, as required by the Exchange Act; provided that, the
Depositor shall file the initial Form 8-K in connection with the issuance
of the
Certificates. Any disclosure or information related to a Reportable Event
or
that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit O to the Securities Administrator and the
Depositor and approved for inclusion by the Depositor, and the Securities
Administrator will have no duty or liability for any failure hereunder to
determine or prepare any Form 8-K Disclosure Information absent such reporting
(other than in the case where the Securities Administrator is the reporting
party as set forth in Exhibit O) and approval.
(B) For
so
long as the Trust is subject to the Exchange Act reporting requirements,
no
later than the close of business on the 2nd Business Day after the occurrence
of
a Reportable Event (i) the parties set forth in Exhibit O shall be required
pursuant to Section 4.18(a)(iv) below to provide, and the Master Servicer
shall
enforce the obligation of each Servicer (to the extent provided in the related
Servicing Agreement) to provide, to the Securities Administrator and the
Depositor, to the extent known by a responsible officer thereof, in
XXXXX-compatible format, or in such other form as otherwise agreed upon by
the
Securities Administrator and the Depositor and such party, the form and
substance of any Form 8-K Disclosure Information, if applicable, and (ii)
the
Depositor shall approve, as to form and substance, or disapprove, as the
case
may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
The
Depositor shall be responsible for any reasonable fees and expenses assessed
or
incurred by the Securities Administrator in connection with including any
Form
8-K Disclosure Information on Form 8-K pursuant to this Section.
(C) After
preparing the Form 8-K, the Securities Administrator shall forward
electronically a copy of the Form 8-K to the Depositor and the Master Servicer
for review. No later than the close of business New York City time on the
3rd
Business Day after the Reportable Event, or in the case where the Master
Servicer and Securities Administrator are affiliated, no later than noon
New
York City time on the 4th
Business
Day after the Reportable Event, a duly authorized officer of the Master Servicer
shall sign the Form 8-K and, in the case where the Master Servicer and the
Securities Administrator are not affiliated, return an electronic or fax
copy of
such signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Securities Administrator. Promptly, but no later than the close
of
business on the 3rd Business Day after the Reportable Event (provided that,
the
Securities Administrator forwards a copy of the Form 8-K no later than noon
New
York time on the third Business Day after the Reportable Event), the Depositor
shall notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K. In the absence
of receipt of any written changes or approval, the Securities Administrator
shall be entitled to assume that such Form 8-K is in final form and the
Securities Administrator may proceed with the execution and filing of the
Form
8-K. If a Form 8-K cannot be filed on time or if a previously filed Form
8-K
needs to be amended, the Securities Administrator shall follow the procedures
set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business
Day) after filing with the Commission, the Securities Administrator shall,
make
available on its internet website a final executed copy of each Form 8-K
filed
by the Securities Administrator. The signing party at the Master Servicer
can be
contacted as set forth in Section 12.05. The parties to this Agreement
acknowledge that the performance by Master Xxxxxxxx and the Securities
Administrator of their respective duties under this Section 4.18(a)(ii) related
to the timely preparation, execution and filing of Form 8-K is contingent
upon
such parties strictly observing all applicable deadlines in the performance
of
their duties under this Section 4.18(a)(ii). Neither the Master Servicer
nor the
Securities Administrator shall have any liability for any loss, expense,
damage,
claim arising out of or with respect to any failure to properly prepare,
execute
and/or timely file such Form 8-K, where such failure results from a party’s
failure to deliver, on a timely basis, any information from such party needed
to
prepare, arrange for execution or file such Form 8-K, not resulting from
its own
negligence, bad faith or willful misconduct.
(iii) (A)
Within
90 days after the end of each fiscal year of the Trust or such earlier date
as
may be required by the Exchange Act (the “10-K Filing Deadline”) (it being
understood that the fiscal year for the Trust ends on December 31st of each
year), commencing in March 2007, the Securities Administrator shall prepare
and
file on behalf of the Trust a Form 10-K, in form and substance as required
by
the Exchange Act. Each such Form 10-K shall include the following items,
in each
case to the extent they have been delivered to the Securities Administrator
within the applicable time frames set forth in this Agreement, (I) an annual
compliance statement for the
Company as a Servicer,
the
Master Servicer, each Servicer, the Securities Administrator and any subservicer
or subcontractor, as applicable, as described under Section 4.16, (II)(A)
the
annual reports on assessment of compliance with Servicing Criteria for the
Company as a Servicer, each Servicer, the Master Servicer, each subservicer
and
subcontractor participating in the servicing function, the Securities
Administrator and the Custodian, as described under Section 4.17, and (B)
if any
such report on assessment of compliance with Servicing Criteria described
under
Section 4.17 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any such report on assessment
of compliance with Servicing Criteria described under Section 4.17 is not
included as an exhibit to such Form 10-K, disclosure that such report is
not
included and an explanation why such report is not included, (III)(A) the
registered public accounting firm attestation report for the Company, each
Servicer, the Master Servicer, the Securities Administrator, each subservicer,
each subcontractor, as applicable, and the Custodian, as described under
Section
4.17, and (B) if any registered public accounting firm attestation report
described under Section 4.17 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such registered
public accounting firm attestation report is not included as an exhibit to
such
Form 10-K, disclosure that such report is not included and an explanation
why
such report is not included, and (IV) a Xxxxxxxx-Xxxxx Certification as
described in Section 4.18(a)(iii)(D) below (provided, however, that the
Securities Administrator, at its discretion, may omit from the Form 10-K
any
annual compliance statement, assessment of compliance or attestation report
that
is not required to be filed with such Form 10-K pursuant to Regulation AB).
Any
disclosure or information in addition to (I) through (IV) above that is required
to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
pursuant to the paragraph immediately below, reported by the parties set
forth
on Exhibit O to the Securities Administrator and the Depositor and approved
for
inclusion by the Depositor, and the Securities Administrator will have no
duty
or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure absent such reporting (other than in the case where
the
Securities Administrator is the reporting party as set forth in Exhibit O)
and
approval.
(B) No
later
than March 15th
of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2007, (i) the parties set forth in Exhibit O shall be required
to
provide, and the Master Servicer shall enforce the obligation of each Servicer
(to the extent provided in the related Servicing Agreement) to provide, pursuant
to Section 4.18(a)(iv) below to the Securities Administrator and the Depositor,
to the extent known by a responsible officer thereof, in XXXXX-compatible
format, or in such other form as otherwise agreed upon by the Securities
Administrator and the Depositor and such party, the form and substance of
any
Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor
shall be responsible for any reasonable fees and expenses assessed or incurred
by the Securities Administrator in connection with including any Additional
Form
10-K Disclosure on Form 10-K pursuant to this Section.
(C) After
preparing the Form 10-K, the Securities Administrator shall forward
electronically a copy of the Form 10-K to the Depositor (only in the case
where
such Form 10-K includes Additional Form 10-K Disclosure and otherwise if
requested by the Depositor) and the Master Servicer for review. Within three
Business Days after receipt of such copy, but no later than March 25th
(provided that, the Securities Administrator forwards a copy of the Form
10-K no
later than the third Business Day prior to March 25th), the Depositor shall
notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. In the absence
of receipt of any written changes or approval, the Securities Administrator
shall be entitled to assume that such Form 10-K is in final form and the
Securities Administrator may proceed with the execution and filing of the
Form
10-K. No later than the close of business Eastern Standard time on the 4th
Business Day prior to the 10-K Filing Deadline, an officer of the Master
Servicer in charge of the master servicing function shall sign the Form 10-K
and, in the case where the Master Servicer and the Securities Administrator
are
unaffiliated, return an electronic or fax copy of such signed Form 10-K (with
an
original executed hard copy to follow by overnight mail) to the Securities
Administrator. If a Form 10-K cannot be filed on time or if a previously
filed
Form 10-K needs to be amended, the Securities Administrator will follow the
procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than
one
(1) Business Day) after filing with the Commission, the Securities Administrator
shall make available on its internet website a final executed copy of each
Form
10-K filed by the Securities Administrator. The signing party at the Master
Servicer can be contacted as set forth in Section 12.05. Form 10-K requires
the
registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. The Depositor shall notify the Securities
Administrator in writing, no later than March 15th after the related
Distribution Date with respect to the filing of a report on Form 10-K, if
the
answer to the questions should be “no”. The Securities Administrator shall be
entitled to rely on the representations in Section 2.04(vi) and in any such
notice in preparing, executing and/or filing any such report. The parties
to
this Agreement acknowledge that the performance by the Master Servicer and
the
Securities Administrator of their respective duties under Sections 4.18(a)(iv)
and (v) related to the timely preparation, execution and filing of Form 10-K
is
contingent upon such parties strictly observing all applicable deadlines
in the
performance of their duties under such Sections and Sections 4.16 and Section
4.17. Neither the Master Servicer nor the Securities Administrator shall
have
any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file such
Form
10-K, where such failure results from the Master Servicer’s or the Securities
Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 10-K, not resulting from its own negligence, bad faith
or
willful misconduct.
(D) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act which shall be
signed by the Certifying Person and delivered to the Securities Administrator
no
later than March 15th
of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act. The Master Servicer shall cause any Servicer, and any subservicer or
subcontractor engaged by it to, provide to the Person who signs the
Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act (or such other date specified in the related Servicing Agreement) and
otherwise within a reasonable period of time upon request, a certification
(each, a “Back-Up Certification”), in the form attached hereto as Exhibit L,
upon which the Certifying Person, the entity for which the Certifying Person
acts as an officer, and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can
reasonably rely. In addition, the Company as a Servicer and, in the case
where
the Master Servicer and Securities Administrator are not affiliated, the
Securities Administrator shall sign a Back-Up Certification substantially
in the
form of Exhibit L; provided, however, that the Company and the Securities
Administrator shall not be required to undertake an analysis of any accountant’s
report attached as an exhibit to the Form 10-K. An officer of the Master
Servicer in charge of the master servicing function shall serve as the
Certifying Person on behalf of the Trust. Such officer of the Certifying
Person
can be contacted as set forth in Section 12.05.
(iv) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Securities Administrator’s
obligation to include such Additional Information in the applicable Exchange
Act
report is subject to receipt from the entity that is indicated in Exhibit
O as
the responsible party for providing that information, if other than the
Securities Administrator, as and when required as described in Section
4.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied
by a notice substantially in the form of Exhibit P. Each of the Company as
a
Servicer, the Master Servicer, the Seller, the Securities Administrator and
the
Depositor hereby agrees to notify and provide, and the Master Servicer shall
enforce the obligation (to the extent provided in the related Servicing
Agreement) of each Servicer to notify and provide, to the extent known to
the
Company as a Servicer, the Master Servicer, the 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 O 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 4.18. In addition, the Trustee
shall notify the Securities Administrator and the Depositor of any affiliations
or relationships that develop after the Closing Date between the Trustee
and the
Depositor, the 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 10-K, the Depositor, the Master Servicer and the Securities Administrator
shall cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form
8-K, the Securities Administrator will, upon receipt of all required Form
8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Form 8-K, 10-D or 10-K needs to be amended, and such amendment
relates to any Additional Disclosure, the Securities Administrator shall
notify
the Depositor and the parties affected thereby and such parties will cooperate
to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25
or
any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
officer of the Master Servicer. The parties hereto acknowledge that the
performance by the Master Servicer and the Securities Administrator of their
respective duties under this Section 4.18(a)(v) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
to
Form 8-K, 10-D or 10-K is contingent upon the Master Servicer and the Depositor
timely performing their duties under this Section. Neither the Master Servicer
nor the Securities Administrator shall have any liability for any loss, expense,
damage, 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) The
Securities Administrator shall indemnify and hold harmless, the Company,
the
Depositor and the Master Servicer and each of its officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon a breach of the Securities
Administrator’s obligations under Sections 4.16, 4.17 and 4.18 or the Securities
Administrator’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Securities Administrator shall indemnify and
hold
harmless the Depositor and the Master Servicer and each of their respective
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon
(i)
any untrue statement or alleged untrue statement of any material fact contained
in any Back-Up Certification, any Annual Statement of Compliance, any Assessment
of Compliance or any Additional Disclosure provided by the Securities
Administrator on its behalf or on behalf of any subservicer or subcontractor
engaged by the Securities Administrator pursuant to Section 4.16, 4.17 or
4.18
(the
“Securities Administrator Information”), or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that this
paragraph shall be construed solely by reference to the Securities Administrator
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Securities Administrator Information
or any portion thereof is presented together with or separately from such
other
information.
The
Depositor shall indemnify and hold harmless the Securities Administrator
and the
Master Servicer and each of its officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Depositor
under
Sections 4.16, 4.17 and 4.18 or the Depositor’s negligence, bad faith or willful
misconduct in connection therewith. In addition, the Depositor shall indemnify
and hold harmless the Master Servicer, the Securities Administrator and each
of
their respective officers, directors and affiliates from and against any
losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon (i) any untrue statement or alleged untrue statement of any material
fact
contained in any Additional Disclosure provided by the Depositor that is
required to be filed pursuant to this Section 4.18 (the
“Depositor Information”),
or
(ii)
any
omission or alleged omission to state therein a material fact required to
be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of
clarification, that this paragraph shall be construed solely by reference
to the
Depositor Information that is required to be filed and not to any other
information communicated in connection with the Certificates, without regard
to
whether the Depositor Information or any portion thereof is presented together
with or separately from such other information.
The
Master Servicer shall indemnify and hold harmless the Company, the Securities
Administrator and the Depositor and each of its respective officers, directors
and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Master Servicer under Sections 4.16, 4.17 and 4.18 or
the
Master Servicer’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Master Servicer shall indemnify and hold harmless
the Depositor and each of its officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Annual Statement of Compliance,
any Assessment of Compliance or any Additional Disclosure provided by the
Master
Servicer on its behalf or on behalf of any subservicer or subcontractor engaged
by the Master Servicer pursuant to Section 4.16, 4.17 or 4.18 (the
“Master Servicer Information”), or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary
to make
the statements therein, in light of the circumstances in which they were
made,
not misleading; provided, by way of clarification, that this paragraph shall
be
construed solely by reference to the Master Servicer Information and not
to any
other information communicated in connection with the Certificates, without
regard to whether the Master Servicer Information or any portion thereof
is
presented together with or separately from such other information.
The
Company shall indemnify and hold harmless the Depositor, the Securities
Administrator and the Master Servicer and each of its officers, directors
and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon a breach of the obligations of
the
Company under Sections 4.16, 4.17 and 4.18 or the Company’s negligence, bad
faith or willful misconduct in connection therewith including any failure
by the
Company to identify any subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB. In addition, the Company
shall
indemnify and hold harmless the Depositor and the Master Servicer and each
of
their respective officers, directors and affiliates and the Master Servicer
from
and against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Back-Up Certification, any
Annual Statement of Compliance, any Assessment of Compliance or any Additional
Disclosure provided by the Company on its behalf or on behalf of any subservicer
or subcontractor pursuant to Section 4.16, 4.17 or 4.18 (the
“Company Information”), (ii) any breach by the Company of a representation,
warranty or covenant set forth in Section 2.03(a)(vii) and Section
2.03(b)(i-iii) and (iii) any omission or alleged omission to state therein
a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading;
provided, by way of clarification, that this paragraph shall be construed
solely
by reference to the Company Information and not to any other information
communicated in connection with the Certificates, without regard to whether
the
Company Information or any portion thereof is presented together with or
separately from such other information.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Company, the Depositor, the Securities Administrator or the
Master
Servicer, as applicable, then the defaulting party, in connection with any
conduct for which it is providing indemnification under this Section 4.18(b),
agrees that it shall contribute to the amount paid or payable by the other
parties as a result of the losses, claims, damages or liabilities of the
other
party in such proportion as is appropriate to reflect the relative fault
and the
relative benefit of the respective parties.
The
indemnification provisions set forth in this Section 4.18(b) shall survive
the
termination of this Agreement or the termination of any party to this
Agreement.
(c) Failure
of the Company to comply with this Section 4.18 (including with respect to
the
timeframes required herein) shall be deemed a Company Default, and the Master
Servicer shall, in addition to whatever rights the Master Servicer may have
under this Agreement and at law or equity or to damages, including injunctive
relief and specific performance, upon notice immediately terminate all of
the
rights and obligations of the Company under this Agreement and in and to
the
Mortgage Loans and the proceeds thereof without compensating the Company
for the
same. Failure of the Master Servicer to comply with this Section 4.18 (including
with respect to the timeframes required herein) shall, constitute an Event
of
Default, and at the written direction of the Depositor the Trustee shall,
in
addition to whatever rights the Trustee may have under this Agreement and
at law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and
the
proceeds thereof without compensating the Master Servicer for the same (but
subject to the Master Servicer rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to
be
reimbursed prior to the date of termination). Failure of the Securities
Administrator to comply with this Section 4.18 (including with respect to
the
timeframes required in this Section) which failure results in a failure to
timely file the related Form 10-K, shall, 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. In connection with the
termination of the Master Servicer or the Securities Administrator pursuant
to
this Section 4.18(d), the Trustee shall be entitled to reimbursement of all
costs and expenses associated with such termination to the extent set forth
in
Section 10.05. Notwithstanding anything to the contrary in this Agreement,
no
Event of Default by the Master Servicer or default by the Securities
Administrator shall have occurred with respect to any failure to properly
prepare, execute and/or timely file any report on Form 8-K, Form 10-D or
Form
10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K,
where such failure results from any party’s inability or failure to deliver, on
a timely basis, any information from such party needed to prepare, arrange
for
execution or file any such report, Form or amendment, and does not result
from
its own negligence, bad faith or willful misconduct.
In
the
case of any failure of performance described above, the Company shall promptly
reimburse the Depositor, the Master Servicer and the Securities Administrator
for all costs reasonably incurred by each such party in order to obtain the
information, report, certification, accountants’ letter or other material not
delivered pursuant to this Section 4.18 as required by the Company, any
subservicer or any subcontractor.
(d) Notwithstanding
the provisions of Section 12.01, this Section 4.18 may be amended without
the
consent of the Certificateholders.
(e) Any
report, notice or notification to be delivered by the Company, the Master
Servicer or the Securities Administrator to the Depositor pursuant to this
Section 4.18, may be delivered via email to XxxXXXxxxxxxxxxxxx@xxxx.xxx
or, in
the case of a notification, telephonically by calling Reg AB Compliance Manager
at 000-000-0000.
Section
4.19 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 4.16, 4.17
and
4.18 of this Agreement is to facilitate compliance by the 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
4.20 UCC.
The
Seller shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
4.21 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage 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, the Seller
shall
have the right to purchase any such Mortgage Loan or REO Property 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.
In
addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust
if
the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date
and
the initial Monthly Payment is not made within thirty (30) days of such Due
Date. Such purchase shall be made at a price equal to the Repurchase Price.
If
at any
time EMC remits to the Securities Administrator a payment for deposit in
the
Distribution Account covering the amount of the Repurchase Price for such
a
Mortgage Loan, and EMC provides to the Trustee a certification signed by
a
Servicing Officer stating that the amount of such payment has been deposited
in
the Distribution Account, then the Trustee shall execute the assignment of
such
Mortgage Loan prepared and delivered to the Trustee, at the request of EMC,
without recourse, representation or warranty, to EMC which shall succeed
to all
the Trustee’s right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. EMC will thereupon own such Mortgage, and
all
such security and documents, free of any further obligation to the Trustee
or
the Certificateholders with respect thereto.
ARTICLE
V
ACCOUNTS
Section
5.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Company shall make reasonable efforts in accordance with customary and usual
standards of practice of prudent mortgage lenders in the respective states
in
which the Mortgaged Properties related to the EMC Mortgage Loans are located
to
collect all payments called for under the terms and provisions of the EMC
Mortgage Loans to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Required Insurance
Policy.
Consistent with the foregoing, the Company may in its discretion (i) waive
any
late payment charge and (ii) extend the due dates for payments due on a Mortgage
Note related to an EMC Mortgage Loan for a period not greater than 125 days.
In
the event of any such arrangement, the Company shall make Advances on the
related EMC Mortgage Loan during the scheduled period in accordance with
the
amortization schedule of such EMC Mortgage Loan without modification thereof
by
reason of such arrangements, and shall be entitled to reimbursement therefor
in
accordance with Section 6.01. The Company shall not be required to institute
or
join in litigation with respect to collection of any payment (whether under
a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant
to
which such payment is required is prohibited by applicable law. In
addition, if (x) an EMC Mortgage Loan is in default or default is reasonably
foreseeable or (y) the Company delivers to the Trustee a certification addressed
to the Trustee, based on the advice of counsel or certified public accountants,
in either case, that have a national reputation with respect to taxation
of
REMICs, that a modification of such EMC Mortgage Loan will not result in
the
imposition of taxes on or disqualify from REMIC status any of REMIC I, REMIC
II,
REMIC III, REMIC IV or REMIC V the Company may, (A) amend the related Mortgage
Note to reduce the Mortgage Rate applicable thereto, provided that such reduced
Mortgage Rate shall in no event be lower than 5.00% with respect to any EMC
Mortgage Loan and (B) amend any Mortgage Note related to an EMC Mortgage
Loan to
extend to the maturity thereof.
With
respect to Mortgage Loans affected by Hurricane Xxxxxxx, if the Mortgaged
Property is located in public and individual assistance counties as designated
by FEMA (as set forth on its website xxx.xxxx.xxx),
the
Company ceased charging late fees and credit reporting activity for
selected Mortgagors
in certain counties from the date of such designation until May 1, 2006,
and has
decided if
reasonably prudent, to extend
such period as long as necessary. In addition, the Company suspended foreclosure
and bankruptcy activity relating to such Mortgage Loans from the date of
such
designation until May 1, 2006, and has decided if reasonably prudent,
to extend
such period as long as necessary.
In
accordance with the standards of the first paragraph of Section 3.01, the
Company shall not waive (or permit a sub-servicer to waive) any Prepayment
Charge related to an EMC Mortgage Loan unless: (i) the enforceability thereof
shall have been limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors’ rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened
legal
action if the prepayment penalty is enforced, (iii) the 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 EMC Mortgage
Loan. If a Prepayment Charge is waived, but does not meet the standards
described above, then the Company is required to pay the amount of such waived
Prepayment Charge, for the benefit of Class P Certificates, by remitting
such
amount to the Securities Administrator (or the Master Servicer, if the
Securities Administrator is no longer related to the Master Servicer) by
the
Remittance Date.
(b) The
Company shall establish and maintain a Protected Account (which shall at
all
times be an Eligible Account) with a depository institution in the name of
the
Company for the benefit of the Trustee on behalf of the Certificateholders
and
designated “U.S. Bank National Association, in trust for registered holders of
Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates Series
2006-AC4”. The Company shall deposit or cause to be deposited into the Protected
Account on a daily basis within two Business Days of receipt and identification,
except as otherwise specifically provided herein, the following payments
and
collections remitted by subservicers or received by it in respect of the
EMC
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest due on the EMC Mortgage Loans on or before the Cut-off
Date) and the following amounts required to be deposited hereunder:
(i) all
payments on account of principal, including Principal Prepayments, on the
EMC
Mortgage Loans;
(ii) all
payments on account of interest on the EMC Mortgage Loans net of the related
Servicing Fee permitted under Section 3.10 and LPMI Fees, if any;
(iii) all
Liquidation Proceeds and Insurance Proceeds with respect to any EMC Mortgage
Loans, other than proceeds to be applied to the restoration or repair of
the
Mortgaged Property or released to the Mortgagor in accordance with the Company’s
normal servicing procedures;
(iv) any
amount required to be deposited by the Company pursuant to Section 5.01(c)
in
connection with any losses on Permitted Investments;
(v) any
amounts required to be deposited by the Company pursuant to Section
3.05;
(vi) any
Prepayment Charges collected on the EMC Mortgage Loans; and
(vii) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for remittance by the Company into the Protected Account
shall be exclusive, it being understood and agreed that, without limiting
the
generality of the foregoing, payments in the nature of late payment charges
or
assumption fees, if collected, need not be remitted by the Company. In the
event
that the Company shall remit any amount not required to be remitted and not
otherwise subject to withdrawal pursuant to Section 5.02, it may at any time
withdraw or direct the institution maintaining the Protected Account, to
withdraw such amount from the Protected Account, any provision herein to
the
contrary notwithstanding. Such withdrawal or direction may be accomplished
by
delivering written notice thereof to the institution maintaining the Protected
Account, that describes the amounts deposited in error in the Protected Account.
The Company shall maintain adequate records with respect to all withdrawals
made
pursuant to this Section. Reconciliations will be prepared for the Protected
Account within 45 calendar days after the bank statement cut-off date. All
items
requiring reconciliation will be resolved within 90 calendar days of their
original identification. All funds deposited in the Protected Account shall
be
held in trust for the Certificateholders until withdrawn in accordance with
Section 5.02.
(c) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Company, in Permitted
Investments which shall mature not later than the Remittance Date and shall
not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gain net of any losses realized from any
such
investment shall be for the benefit of the Company as servicing compensation
and
shall be remitted to it monthly as provided herein. The amount of any losses
incurred in the Protected Account in respect of any such investments shall
be
deposited by the Company into the Protected Account, out of the Company’s own
funds.
(d) The
Company shall give at least 30 days advance notice to the Trustee, the Seller,
the Master Servicer, each Rating Agency and the Depositor of any proposed
change
of location of the Protected Account prior to any change thereof.
(e) In
the
event that the Master Servicer and Securities Administrator are no longer
affiliated, the Master Servicer shall establish and maintain an account separate
from the Distribution Account into which any funds remitted by the Company
and
Servicers will be deposited. No later than noon New York time on the Business
Day prior to each Distribution Date, the Master Servicer shall remit any
such
funds to the Paying Agent for deposit in the Distribution Account. The Master
Servicer shall make the following permitted withdrawals and transfers from
such
account:
(i) The
Master Servicer will, from time to time on demand of the Company, a Servicer
or
the Securities Administrator, make or cause to be made such withdrawals or
transfers from the account as the Master Servicer has designated for such
transfer or withdrawal pursuant to this Agreement and the related Servicing
Agreement. The Master Servicer may clear and terminate the account pursuant
to
Section 11.01 and remove amounts from time to time deposited in
error.
(ii) On
an
ongoing basis, the Master Servicer shall withdraw from the account (i) any
expenses, costs and liabilities recoverable by the Trustee, the Master Servicer
or the Securities Administrator or the Custodian pursuant to Sections 4.03,
8.04
and 10.05 and (ii) any amounts payable to the Master Servicer as set forth
in
Section 4.14; provided, however, that the Master Servicer shall be obligated
to
pay from its own funds any amounts which it is required to pay under Section
8.03(a).
(iii) In
addition, on or before each Business Day prior to each Distribution Date,
the
Master Servicer shall deposit in the Distribution Account (or remit to the
Trustee for deposit therein) any Monthly Advances required to be made by
the
Master Servicer with respect to the Mortgage Loans.
(iv) No
later
than noon New York time on each Business Day prior to each Distribution Date,
the Master Servicer will transfer all Available Funds on deposit in the account
with respect to the related Distribution Date to the Paying Agent for deposit
in
the Distribution Account.
Section
5.02 Permitted
Withdrawals From the Protected Account.
(a) The
Company may from time to time make withdrawals from the Protected Account
for
the following purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Company),
as
servicing compensation in accordance with Section 3.10, that portion of any
payment of interest that equals the Servicing Fee for the period with respect
to
which such interest payment was made, and, as additional servicing compensation,
those other amounts set forth in Section 3.10;
(ii) to
reimburse the Company for Advances made by it with respect to the Mortgage
Loans, provided, however, that the Company’s right of reimbursement pursuant to
this subclause (ii) shall be limited to amounts received on particular EMC
Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds and
Insurance Proceeds and Subsequent Recoveries) that represent late recoveries
of
payments of principal and/or interest on such particular EMC Mortgage Loan(s)
in
respect of which any such Advance was made;
(iii) to
reimburse the Company for any previously made portion of a Servicing Advance
or
an Advance made by the Company that, in the good faith judgment of the Company,
will not be ultimately recoverable by it from the related Mortgagor, any
related
Liquidation Proceeds, Insurance Proceeds or otherwise (a “Nonrecoverable
Advance”), to the extent not reimbursed pursuant to clause (ii) or clause
(v);
(iv) to
reimburse the Company from Insurance Proceeds for Insured Expenses covered
by
the related Insurance Policy;
(v) to
pay
the Company any unpaid Servicing Fees and to reimburse it for any unreimbursed
Servicing Advances, provided, however, that the Company’s right to reimbursement
for Servicing Advances pursuant to this subclause (v) with respect to any
EMC
Mortgage Loan shall be limited to amounts received on particular EMC Mortgage
Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance Proceeds
and purchase and repurchase proceeds) that represent late recoveries of the
payments for which such Servicing Advances were made;
(vi) to
pay to
the Seller, the Depositor or itself, as applicable, with respect to each
EMC
Mortgage Loan or property acquired in respect thereof that has been purchased
pursuant to Section 2.02, 2.03 or 4.20 of this Agreement, all amounts received
thereon and not taken into account in determining the related Stated Principal
Balance of such repurchased EMC Mortgage Loan;
(vii) to
pay
any expenses recoverable by the Company pursuant to Section 8.04 of this
Agreement;
(viii) to
withdraw pursuant to Section 5.01 any amount deposited in the Protected Account
and not required to be deposited therein; and
(ix) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 11.01 hereof.
In
addition, no later than 1:00 p.m. Eastern time on the Remittance Date, the
Company shall withdraw from the Protected Accounts and remit to the Securities
Administrator the amount required to be withdrawn therefrom pursuant to Sections
4.01 and 5.05 hereof. With respect to any remittance received by the Securities
Administrator from EMC after the date on which such remittance was due, EMC
shall pay to the Securities Administrator interest on any such late remittance
at an annual rate equal to the prime rate announced to be in effect from
time to
time as published as the average rate in The Wall Street Journal (Northeast
Edition), plus two percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be deposited in EMC’s
Protected Account by EMC on the date such late payment is made and shall
cover
the period commencing with the day following the date on which such remittance
was due and ending with the Business Day on which such remittance is made,
both
inclusive. Such interest shall be remitted along with the distribution payable
on the next succeeding Remittance Date. The payment by EMC of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event
of
Default with respect to EMC.
The
Company shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Protected Account pursuant to subclauses (i), (ii), (iv), (v) and (vi) above.
Prior to making any withdrawal from the Protected Account pursuant to subclause
(iii), the Company shall deliver to the Trustee an Officer’s Certificate of a
Servicing Officer indicating the amount of any previous Advance or Servicing
Advance determined by the Company to be a Nonrecoverable Advance and identifying
the related EMC Mortgage Loan(s), and their respective portions of such
Nonrecoverable Advance.
Section
5.03 Reports
to Master Servicer.
(i) On
or
before the tenth calendar day of each month, the Company shall furnish
to the
Master Servicer electronically in a format acceptable to the Master Servicer
loan accounting reports in the investor’s assigned loan number order to document
the payment activity on each EMC Mortgage Loan on an individual mortgage
loan
basis and containing the data required by the forms attached hereto as
Exhibit
S, Exhibit T and Exhibit U or in a format mutually agreed upon between
the
Company and the Master Servicer.
In
addition, the Company shall provide to the Master Servicer and the Depositor:
(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 Depositor 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 Depositor and the Company or any such
other
participant.
Section
5.04 Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
With
respect to each EMC Mortgage Loan, to the extent required by the related
Mortgage Note, the Company shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or advances by the Company) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Company to compel a Mortgagor
to establish an Escrow Account in violation of applicable law.
Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Company out of
related collections for any payments made with respect to each EMC Mortgage
Loan
pursuant to Section 3.01 (with respect to taxes and assessments and insurance
premiums) and Section 3.05 (with respect to hazard insurance), to refund
to any
Mortgagors for any EMC Mortgage Loans any sums as may be determined to be
overages, to pay interest, if required by law or the terms of the related
Mortgage or Mortgage Note, to such Mortgagors on balances in the Escrow Account
or to clear and terminate the Escrow Account at the termination of this
Agreement in accordance with Section 11.01 thereof. The Escrow Account shall
not
be a part of the Trust Fund.
Section
5.05 Servicer
Protected Accounts.
(a) The
Master Servicer shall enforce the obligation of the Company and the Servicers
to
establish and maintain a Protected Account in accordance with this Agreement
and
the Servicing Agreements, with records to be kept with respect thereto on
a
Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
within one Business Day (or as of such other time specified in the Servicing
Agreements) of receipt all collections of principal and interest on any Mortgage
Loan and with respect to any REO Property received by the Company or the
related
Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds, Subsequent Recoveries, and advances made from the Company’s or such
Servicer’s own funds (less servicing compensation as permitted by this Agreement
or the related Servicing Agreement) and all other amounts to be deposited
in the
Protected Accounts. Each of the Company and the Servicers are hereby authorized
to make withdrawals from and deposits to the related Protected Account for
purposes required or permitted by this Agreement. To the extent provided
in this
Agreement or any Servicing Agreement, the Protected Account shall be held
in a
Designated Depository Institution and segregated on the books of such
institution in the name of the Trustee for the benefit of
Certificateholders.
(b) To
the
extent provided in this Agreement or any Servicing Agreement, amounts on
deposit
in a Protected Account may be invested in Permitted Investments in the name
of
the Trustee for the benefit of Certificateholders and, except as provided
in the
preceding paragraph, not commingled with any other funds, such Permitted
Investments to mature, or to be subject to redemption or withdrawal, no later
than the date on which such funds are required to be withdrawn for deposit
in
the Distribution Account, and shall be held until required for such deposit.
The
income earned from Permitted Investments made pursuant to this Section 5.05
shall be paid to the Company or the related Servicer under this Agreement
or the
related Servicing Agreement, and the risk of loss of moneys required to be
distributed to the Certificateholders resulting from such investments shall
be
borne by and be the risk of the Company or the related Servicer, as the case
may
be. The Company or the related Servicer (to the extent provided in this
Agreement or the related Servicing Agreement) shall deposit the amount of
any
such loss in the Protected Account within two Business Days of receipt of
notification of such loss but not later than the second Business Day prior
to
the Distribution Date on which the moneys so invested are required to be
distributed to the Certificateholders.
(c) To
the
extent provided in this Agreement or the related Servicing Agreement and
subject
to this Article V, on or before each Remittance Date, the Company or the
related
Servicer shall withdraw or shall cause to be withdrawn from its Protected
Account and shall immediately deposit or cause to be deposited in the
Distribution Account amounts representing the following collections and payments
(other than with respect to principal of or interest on the Mortgage Loans
due
on or before the Cut-off Date):
(i) Scheduled
Payments on the Mortgage Loans received or any related portion thereof advanced
by the Company or the related Servicer pursuant to the related Servicing
Agreement which were due on or before the related Due Date, net of the amount
thereof comprising the Servicing Fees;
(ii) Full
Principal Prepayments and any Liquidation Proceeds received by the Company
or
the related Servicer with respect to such Mortgage Loans in the related
Prepayment Period, with interest to the date of prepayment or liquidation,
net
of the amount thereof comprising the Servicing Fees and LPMI Fees, if
any;
(iii) Partial
Principal Prepayments received by the Company or the related Servicer for
such
Mortgage Loans in the related Prepayment Period;
(iv) Any
amount to be used as an Advance; and
(v) The
amount of any Prepayment Charges collected with respect to the Mortgage Loans
and the amount of any Prepayment Charges paid by the Company or the related
Servicer in connection with the waiver of a Prepayment Charge in a manner
that
is not permitted under this Agreement or the related Servicing
Agreement.
(d) Withdrawals
may be made from a Protected Account by the Company as described in Section
5.02
hereof and by the Master Servicer or the related Servicer only to make
remittances as provided in Section 5.05(c); to reimburse the Master Servicer
or
the Servicer for Advances which have been recovered by subsequent collection
from the related Mortgagor; to remove amounts deposited in error; to remove
fees, charges or other such amounts deposited on a temporary basis; or to
clear
and terminate the account at the termination of this Agreement in accordance
with Section 11.01. As provided in Section 5.05(c) certain amounts otherwise
due
to the related Servicer may be retained by the related Servicer and need
not be
deposited in the Distribution Account.
Section
5.06 [Reserved].
Section
5.07 [Reserved].
Section
5.08 Distribution
Account.
(a) The
Securities Administrator shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Distribution Account
as
a segregated trust account or accounts. The Distribution Account shall be
an
Eligible Account. The Master Servicer or Servicer, as the case may be, will
remit to the Securities Administrator for deposit in the Distribution Account
the following amounts:
(i) any
Advance and any Compensating Interest Payments;
(ii) any
Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
by or
on behalf of the Master Servicer or which were not deposited in a Protected
Account;
(iii) the
Repurchase Price with respect to any Mortgage Loans purchased by the Seller
or
Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section
5.09 of this Agreement as the payment of such a Repurchase Price, the Repurchase
Price with respect to any Mortgage Loans purchased by EMC pursuant to Section
4.20, and all proceeds of any Mortgage Loans or property acquired with respect
thereto repurchased by the Seller or its designee pursuant to Section
11.01;
(iv) any
amounts required to be deposited with respect to losses on investments of
deposits in an Account; and
(v) any
other
amounts received by or on behalf of the Master Servicer or the Trustee and
required to be deposited in the Distribution Account pursuant to this
Agreement.
(b) All
amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Distribution Account shall
be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption,
tax service, statement account or payoff, substitution, satisfaction, release
and other like fees and charges, need not be credited by the Master Servicer
or
the related Servicer to the Distribution Account. In the event that the Master
Servicer shall deposit or cause to be deposited to the Distribution Account
any
amount not required to be credited thereto, the Securities Administrator,
upon
receipt of a written request therefor signed by a Servicing Officer of the
Master Servicer, shall promptly transfer such amount to the Master Servicer,
any
provision herein to the contrary notwithstanding.
(c) The
Distribution Account shall constitute a trust account of the Trust Fund
segregated on the books of the Securities Administrator and held by the
Securities Administrator and the Distribution Account and the funds deposited
therein shall not be subject to, and shall be protected from, all claims,
liens,
and encumbrances of any creditors or depositors of the Securities Administrator
(whether made directly, or indirectly through a liquidator or receiver of
the
Securities Administrator. The amount at any time credited to the Distribution
Account may be, as directed by the Master Servicer, held either uninvested
in a
trust or deposit account of the Securities Administrator with no liability
for
interest or other compensation thereof, except as otherwise agreed in writing
with the Master Servicer, or invested in the name of the Trustee, in such
Permitted Investments as may be selected by the Master Servicer on such
direction which mature not later than the Business Day next preceding the
succeeding Distribution Date, except if such Permitted Investment is an
obligation of or is managed by the institution that maintains such fund or
account, then such Permitted Investment shall mature not later than such
Distribution Date. Permitted Investments in respect of the Distribution Account
shall not be sold or disposed of prior to their maturity. All investment
earnings on amounts on deposit in the Distribution Account or benefit from
funds
uninvested therein from time to time shall be for the account of the Master
Servicer. The Master Servicer shall be permitted to receive distribution
of any
and all investment earnings from the Distribution Account on each Distribution
Date. If there is any loss on a Permitted Investment or demand deposit, the
Master Servicer shall deposit the amount of the loss in the Distribution
Account. With respect to the Distribution Account and the funds deposited
therein, the Securities Administrator shall take such action as may be necessary
to ensure that the Certificateholders shall be entitled to the priorities
afforded to such a trust account (in addition to a claim against the estate
of
the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable
regulations pursuant thereto, if applicable, or any applicable comparable
state
statute applicable to state chartered banking corporations.
Section
5.09 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Securities Administrator will make such withdrawals or transfers from the
Distribution Account as the Master Servicer has designated for such transfer
or
withdrawal pursuant to this Agreement or any Servicing Agreement (limited
in the
case of amounts due the Master Servicer to those not withdrawn from the
Distribution Account in accordance with the terms of this Agreement; provided
that the Securities Administrator shall not be responsible for such
determination and may rely on the Master Servicer’s instructions under this
Section 5.09):
(i) to
reimburse the Master Servicer, the Company or the related Servicer for any
Advance or Servicing Advance of its own funds, the right of the Master Servicer,
the Company or the related Servicer to reimbursement pursuant to this subclause
(i) being limited to amounts received on a particular Mortgage Loan (including,
for this purpose, the Repurchase Price therefor, Insurance Proceeds and
Liquidation Proceeds) which represent late payments or recoveries of the
principal of or interest on such Mortgage Loan respecting which such Advance
or
Servicing Advance was made;
(ii) to
reimburse the Master Servicer, the Company or the related Servicer from
Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage
Loan for amounts expended by the Master Servicer, the Company or the related
Servicer in good faith in connection with the restoration of the related
Mortgaged Property which was damaged by an uninsured cause or in connection
with
the liquidation of such Mortgage Loan;
(iii) to
reimburse the Master Servicer, the Company or the related Servicer from
Insurance Proceeds relating to a particular Mortgage Loan for insured expenses
incurred with respect to such Mortgage Loan and to reimburse the Master
Servicer, the Company or the related Servicer from Liquidation Proceeds from
a
particular Mortgage Loan for Liquidation Expenses incurred with respect to
such
Mortgage Loan; provided that the Master Servicer shall not be entitled to
reimbursement for Liquidation Expenses with respect to a Mortgage Loan to
the
extent that (i) any amounts with respect to such Mortgage Loan were paid
as
Excess Liquidation Proceeds pursuant to clause (x) of this Subsection (a)
to the
Master Servicer; and (ii) such Liquidation Expenses were not included in
the
computation of such Excess Liquidation Proceeds;
(iv) to
reimburse the Master Servicer, the Company or a Servicer for advances of
funds
pursuant to this Agreement or the related Servicing Agreement, and the right
to
reimbursement pursuant to this subclause being limited to amounts received
on
the related Mortgage Loan (including, for this purpose, the Repurchase Price
therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of the payments for which such advances were made;
(v) to
reimburse the Master Servicer, the Company or a Servicer for any Advance
or
advance, after a Realized Loss has been allocated with respect to the related
Mortgage Loan if the Advance or advance has not been reimbursed pursuant
to
clauses (i) through (iv);
(vi) to
pay
the Master Servicer as set forth in Section 4.14;
(vii) to
reimburse the Master Servicer for expenses, costs and liabilities incurred
by
and reimbursable to it pursuant to Sections 4.03, 8.04(c) and (d) and 12.02
or
otherwise reimbursable to it pursuant to this Agreement;
(viii) to
pay to
the Master Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the Company or the related
Servicer;
(ix) to
reimburse or pay the Company or the related Servicer any such amounts as
are due
thereto under this Agreement or the related Servicing Agreement and have
not
been retained by or paid to the Company or the related Servicer, to the extent
provided herein and in the related Servicing Agreement;
(x) to
reimburse the Trustee, the Custodian or the Securities Administrator for
expenses, costs and liabilities incurred by or reimbursable to it pursuant
to
this Agreement;
(xi) to
remove
amounts deposited in error; and
(xii) to
clear
and terminate the Distribution Account pursuant to Section 11.01.
(b) The
Master Servicer shall keep and maintain separate accounting,
on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to subclauses (i) through
(iv), inclusive, and (vi) or with respect to any such amounts which would
have
been covered by such subclauses had the amounts not been retained by the
Master
Servicer without being deposited in the Distribution Account under Section
5.08.
(c) On
each
Distribution Date, the Securities Administrator shall distribute the Interest
Funds and Principal Funds to the extent of funds on deposit in the Distribution
Account to the Holders of the Certificates in accordance with the Remittance
Report upon which the Securities Administrator may conclusively
rely.
ARTICLE
VI
DISTRIBUTIONS
AND ADVANCES
Section
6.01 Advances.
(a) The
Company shall make an Advance with respect to any EMC Mortgage Loan and remit
such Advance to the Securities Administrator for deposit in the Distribution
Account no later than 1:00 p.m. Eastern time on the Remittance Date in
immediately available funds. The Master Servicer shall cause the related
Servicer to remit any such Advance required pursuant to the terms of the
related
Servicing Agreement. The Company or the related Servicer, as applicable,
shall
be obligated to make any such Advance only to the extent that such advance
would
not be a Nonrecoverable Advance. If the Company or the related Servicer shall
have determined that it has made a Nonrecoverable Advance or that a proposed
Advance or a lesser portion of such Advance would constitute a Nonrecoverable
Advance, the Company or the related Servicer, as the case may be, shall deliver
(i) to the Securities Administrator for the benefit of the Certificateholders
constituting the remaining portion of such Advance, if applicable, and (ii)
to
the Depositor, the Master Servicer, each Rating Agency and the Trustee an
Officer’s Certificate setting forth the basis for such determination.
Subject
to the Master Servicer’s recoverability determination, in the event that a
Servicer fails to make a required Advance, the Master Servicer, as successor
servicer, shall be required to remit the amount of such Advance to the
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.
In
lieu
of making all or a portion of such Advance from its own funds, the Company
may
(i) cause to be made an appropriate entry in its records relating to the
Protected Account that any Amounts Held for Future Distribution has been
used by
the Company in discharge of its obligation to make any such Advance and (ii)
transfer such funds from the Protected Account to the Distribution Account.
Any
funds so applied and transferred shall be replaced by the Company by deposit
in
the Distribution Account, no later than the close of business on the Remittance
Date immediately preceding the Distribution Date on which such funds are
required to be distributed pursuant to this Agreement.
The
Company shall be entitled to be reimbursed from the Protected Account for
all
Advances of its own funds made pursuant to this Section as provided in Section
5.02. The obligation to make Advances with respect to any EMC Mortgage Loan
shall continue until such EMC Mortgage Loan is paid in full or the related
Mortgaged Property or related REO Property has been liquidated or until the
purchase or repurchase thereof (or substitution therefor) from the Trust
Fund
pursuant to any applicable provision of this Agreement, except as otherwise
provided in this Section 6.01.
(b) If
the
Company or the related Servicer was required to make an Advance pursuant
to this
Agreement or the related Servicing Agreement and fails to make any required
Advance, the Master Servicer, as successor servicer, or an other successor
servicer appointed by it, will remit to the Securities Administrator, who
in
turn will deposit in the Distribution Account not later than the Business
Day
prior to the Distribution Date an amount equal to such Advance, net of the
Servicing Fee for such Mortgage Loan except to the extent the Master Servicer
determines any such Advance to be nonrecoverable from Liquidation Proceeds,
Insurance Proceeds or future payments on the Mortgage Loan for which such
Advance was made. Subject to the foregoing, the Master Servicer shall continue
to make such Advances through the date that the Company or the related Servicer
is required to do so under this Agreement or the related Servicing Agreement,
as
applicable. If applicable, on the related Remittance Date, the Master Servicer
shall present an Officer’s Certificate to the Trustee (i) stating that the
Master Servicer elects not to make an Advance in a stated amount and (ii)
detailing the reason it deems the advance to be nonrecoverable.
Subject
to and in accordance with the provisions of Article IX hereof, in the event
the
Master Servicer fails to make such Advance, then the Trustee, as Successor
Master Servicer, shall be obligated to make such Advance, subject to the
provisions of this Section 6.01, in accordance with and subject to the terms
of
this Agreement (including its rights of reimbursement hereunder).
Section
6.02 Compensating
Interest Payments.
(a) In
the
event that there is a Prepayment Interest Shortfall arising from a voluntary
Principal Prepayment in part or in full by the Mortgagor with respect to
any EMC
Mortgage Loan, the Company shall, to the extent of the Servicing Fee for
such
Distribution Date, deposit into the Distribution Account, as a reduction
of the
Servicing Fee for such Distribution Date, no later than the close of business
on
the Remittance Date immediately preceding such Distribution Date, an amount
equal to the Prepayment Interest Shortfall; and in case of such deposit,
the
Company shall not be entitled to any recovery or reimbursement from the
Depositor, the Trustee, the Seller, the Master Servicer, the Securities
Administrator, the Trust Fund or the Certificateholders.
(b) The
Master Servicer shall cause each Servicer under the related Servicing Agreement
to remit any required Compensating Interest Payments to the Distribution
Account
on the Remittance Date.
(c) The
Master Servicer shall be required to remit the amount of any such Prepayment
Interest Shortfalls required to be paid by the related Servicer pursuant
to
Section 6.02(a), to the extent of the Master Servicing Compensation for such
Distribution Date, in the event the Company or the related Servicer fails
to do
so.
Section
6.03 REMIC
Distributions.
On
each
Distribution Date the Securities Administrator shall be deemed to have allocated
distributions to the REMIC Regular Interests, each Regular Interest the
ownership of which is represented by the Class A Certificates, the Class
C
Interest and the Class P Interest in accordance with Section 6.07
hereof.
Section
6.04 Distributions.
(a) On
each
Distribution Date, an amount equal to the Interest Funds and Principal Funds
for
such Distribution Date shall be withdrawn by the Securities Administrator
from
the Distribution Account and distributed in the following order of
priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) to
the
Class A-1, Class A-2 and Class A-3 Certificates, the Current Interest and
any
Interest Carry Forward Amount for each such Class, pro rata in accordance
with
the amount of accrued interest due thereon; and
(B) From
remaining Interest Funds, sequentially, to the Class M-1, Class M-2, Class
M-3,
Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in
that
order, the Current Interest for each such Class.
Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount will be applied as Excess Cashflow and distributed pursuant
to
clauses (3)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest will
be
allocated as set forth in the definition of “Current Interest”
herein.
(2) On
each
Distribution Date, the Principal Distribution Amount shall be distributed
in the
following manner and order of priority:
(A) For
each
Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect:
(i) To
the
Class A Certificates, on a pro rata basis, the Principal Distribution Amount
for
such Distribution Date, until the Certificate Principal Balances thereof
are
reduced to zero;
(ii) To
the
Class M-1 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(iii) To
the
Class M-2 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(iv) To
the
Class M-3 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(v) To
the
Class B-1 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(vi) To
the
Class B-2 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(vii) To
the
Class B-3 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to zero;
(viii) To
the
Class B-4 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to zero;
and
(ix) To
the
Class B-5 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero.
(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
(i) To
the
Class A Certificates, on a pro rata basis, the Class A Principal Distribution
Amount for such Distribution Date, until the Certificate Principal Balances
thereof are reduced to zero;
(ii) To
the
Class M-1 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-1 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iii) To
the
Class M-2 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iv) To
the
Class M-3 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(v) To
the
Class B-1 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-1 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vi) To
the
Class B-2 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vii) To
the
Class B-3 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(viii) To
the
Class B-4 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-4 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero; and
(ix) To
the
Class B-5 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-5 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero.
(3) Any
Excess Cashflow shall be distributed in the following manner and order of
priority:
(A) To
the
Class A Certificates, (a) first, any remaining Interest Carry Forward Amount
for
such Classes, pro rata, in accordance with the Interest Carry Forward Amount
due
with respect to each such Class, to the extent not fully paid pursuant to
clause
(1) (A) above and (b) second, any Unpaid Realized Loss Amount for the Class
A
Certificates, on a pro rata basis, for such Distribution Date, in accordance
with the Applied Realized Loss Amount allocated to each such Class;
(B) From
any
remaining Excess Cashflow, sequentially, to the Class M-1, Class M-2, Class
M-3,
Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in
that
order, an amount equal to the Interest Carry Forward Amount for each such
Class;
(C) From
any
remaining Excess Cashflow otherwise distributable to the Class C Interest
and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes
of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
such
Classes for such Distribution Date, on a pro rata basis, based on the amount
of
the Basis Risk Shortfall Carry Forward Amount for each such Class, to the
extent
such amount exceeds the amounts then on deposit in the Reserve Fund, and
(ii)
second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
Deposit;
(D) From
any
remaining Excess Cashflow otherwise distributable to the Class C Interest
and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and
Class
B-5 Certificates, sequentially in that order, any Basis Risk Shortfall Carry
Forward Amount for each such Class, for such Distribution Date, if any, to
the
extent such amount exceeds the amounts then on deposit in the Reserve Fund,
and
(ii) second, to maintain a balance in the Reserve Fund equal to the Reserve
Fund
Deposit;
(E) From
any
remaining Excess Cashflow, to the Class A Certificates, on a pro rata basis,
based on the entitlement of each such Class, and then sequentially to the
Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and
Class
B-5 Certificates, in that order, the amount of Relief Act Shortfalls and
any
Prepayment Interest Shortfalls allocated to such Classes of Certificates,
to the
extent not previously reimbursed;
(F) From
any
remaining Excess Cashflow, to the Class C Interest and Class C Certificates,
an
amount equal to the Class C Distribution Amount reduced by amounts distributed
in clauses (C) and (D) above; and
(G) From
any
remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3
and
Class RX Certificates, based on the related REMIC in which such amount
remains.
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
A, Class B or Class M Certificates has been reduced to zero, that Class of
Certificates will be retired and will no longer be entitled to distributions,
including distributions in respect of Prepayment Interest Shortfalls or Basis
Risk Shortfall Carry Forward Amounts.
(b) Subject
to Section 11.02 hereof respecting the final distribution, on each Distribution
Date the Securities Administrator shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire transfer
in immediately available funds to the account of such Holder at a bank or
other
entity having appropriate facilities therefor, if (i) such Holder has so
notified the Securities Administrator at least 5 Business Days prior to the
related Record Date and (ii) such Holder shall hold Regular Certificates
with
aggregate principal denominations of not less than $1,000,000 or evidencing
a
Percentage Interest aggregating 10% or more with respect to such Class or,
if
not, by check mailed by first class mail to such Certificateholder at the
address of such Holder appearing in the Certificate Register. Notwithstanding
the foregoing, but subject to Section 11.02 hereof respecting the final
distribution, distributions with respect to Certificates registered in the
name
of a Depository shall be made to such Depository in immediately available
funds.
(c) Prior
to
each Distribution Date, or if the Master Servicer and the Securities
Administrator are no longer affiliated, on or before 5:00 p.m. Eastern time
on
the fifth Business Day immediately preceding each Distribution Date, the
Master
Servicer shall deliver a report to the Securities Administrator in the form
of a
computer readable magnetic tape (or by such other means as the Master Servicer
and the Securities Administrator may agree from time to time) containing
such
data and information, as agreed to by the Master Servicer and the Securities
Administrator such as to permit the Securities Administrator to prepare the
Monthly Statement to Certificateholders and to direct the Securities
Administrator in writing to make the required distributions for the related
Distribution Date (the “Remittance Report”).
Section
6.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans shall be allocated by the Securities
Administrator on each Distribution Date as follows: first, to Excess Spread
through an increased distribution of the Extra Principal Distribution Amount
for
such Distribution Date; second, to the Class C Interest and Class C
Certificates, until the Certificate Principal Balance or Uncertificated
Principal Balance thereof, as applicable, has been reduced to zero; third,
to
the Class B-5 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; fourth, to the Class B-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to
the
Class B-3 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; sixth, to the Class B-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class
B-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
tenth,
to the Class M-1 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero and eleventh, to the Class A Certificates, on a
pro
rata basis, in reduction of the Certificate Principal Balances thereof, until
reduced to zero; provided, however, any Realized Losses otherwise allocable
to
the Class A-1 Certificates will first be allocated to the Class A-3
Certificates, until the Certificate Principal Balance of that class has been
reduced to zero, and then to the Class A-1 Certificates. All Realized Losses
to
be allocated to the Certificate Principal Balances of all Classes on any
Distribution Date shall be so allocated after the actual distributions to
be
made on such date as provided above. All references above to the Certificate
Principal Balance of any Class of Certificates shall be to the Certificate
Principal Balance of such Class immediately prior to the relevant Distribution
Date, before reduction thereof by any Realized Losses, in each case to be
allocated to such Class of Certificates, on such Distribution Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or to the Class
C
Interest on any Distribution Date shall be made by reducing the Certificate
Principal Balance or Uncertificated Principal Balance thereof by the amount
so
allocated; any allocation of Realized Losses to Excess Spread shall be made
by
reducing the amount otherwise payable in respect of the Class C Interest
and the
Class C Certificates pursuant to clause (F) of Section 6.04(a)(3).
Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Certificate Principal
Balance of all the Certificates as of such Distribution Date (other than
the
Class C Certificates and Class P Certificates) after giving effect to all
distributions and prior allocations of Realized Losses on the Mortgage Loans
on
such date, to an amount less than the aggregate Stated Principal Balance
of all
of the Mortgage Loans as of the first day of the month of such Distribution
Date
(such limitation, the “Loss Allocation Limitation”). In addition in no event
will the Certificate Principal Balance of any Certificate be reduced more
than
once in respect of any particular amount both (i) allocable to such Certificate
in respect of Realized Losses and (ii) payable as principal to the Holder
of
such Certificate from Remaining Excess Spread.
As
used
herein, an allocation of a Realized Loss on a “pro
rata
basis”
among two or more specified Classes of Certificates means an allocation on
a
pro
rata
basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior
to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(i)All
Realized Losses on the Mortgage Loans shall be allocated by the Securities
Administrator on each Distribution Date to the following REMIC I Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular
Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss
Allocation Amount (without duplication of shortfalls allocated pursuant to
Section 1.02), 98.00% and 2.00%, respectively; second, to the Uncertificated
Principal Balances of REMIC I Regular Interest AA and REMIC I Regular Interest
ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation
Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-5 and
REMIC
I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest B-5 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
I
Regular Interest AA, REMIC I Regular Interest B-4 and REMIC I Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC I Regular Interest B-4 has been reduced to zero; fifth,
to the
Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
Regular Interest B-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest B-3 has been reduced to zero; sixth, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-2 and
REMIC
I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest B-2 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
I
Regular Interest AA, REMIC I Regular Interest B-1 and REMIC I Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC I Regular Interest B-1 has been reduced to zero; eighth,
to the
Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
Regular Interest M-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest M-3 has been reduced to zero; ninth, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-2 and
REMIC
I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest M-2 has been
reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC
I
Regular Interest AA, REMIC I Regular Interest M-1 and REMIC I Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC I Regular Interest M-1 has been reduced to zero; and eleventh,
to the Uncertificated Principal Balance of REMIC I Regular Interest AA, 98.00%,
to the Uncertificated Principal Balances of REMIC I Regular Interests A-1,
A-2
and A-3, 1.00% pro rata, and to the Uncertificated Principal Balance of REMIC
I
Regular Interest ZZ, 1.00%, until the Uncertificated Principal Balances of
such
REMIC I Regular Interests A-1, A-2 and A-3 have been reduced to zero, provided
that any such Realized Losses otherwise allocable to REMIC I Regular Interest
A-1 shall be first allocated to REMIC I Regular Interest A-3, until the
Uncertificated Principal Balance thereof has been reduced to zero.
(ii)
All
Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date to the REMIC II Regular Interests in the same manner and priority as
Realized Losses are allocated to the Corresponding Certificates and, in the
case
of REMIC II Regular Interest C, to the Class C Interest, pursuant to Section
6.05(a); provided, however, that solely for purposes of allocating such Realized
Losses to the REMIC II Regular Interests, any such losses allocable to the
Class
A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated
to
the Class A-1 Certificates.
Section
6.06 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Securities Administrator shall prepare and
make
available to each Holder of Certificates, the Trustee, the Master Servicer
and
the Depositor a statement setting forth for the Certificates:
(i) the
applicable accrual periods for calculating distributions and general
distribution dates;
(ii)
the
total
cash flows received and the general sources thereof;
(iii)
the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the related Servicer or the Company
for the related Due Period;
(iv)
the
amount of the related distribution to Holders of the Class A, Class M and
Class
B Certificates (by Class) allocable to principal, separately identifying
(A) the
aggregate amount of any Principal Prepayments included therein, (B) the
aggregate of all scheduled payments of principal included therein and (C)
the
Extra Principal Distribution Amount (if any);
(v)
the
amount of such distribution to Holders of each Class of Class A, Class M
and
Class B Certificates allocable to interest
(vi)
the
amount of the distribution made on such Distribution Date to the Holders
of the
Class P Certificates allocable to Prepayment Charges
(vii)the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for each Class of Certificates (if any);
(viii)
the
Pass-Through Rate for each Class of Class A, Class M and Class B Certificates
with respect to the current Accrual Period, and, if applicable, whether such
Pass-Through Rate was limited by the related Net Rate Cap;
(ix)
the
number and Stated Principal Balance of all of the Mortgage Loans for the
related
Distribution Date, together with updated pool composition information including
the following: weighted average mortgage rate and weighted average remaining
term;
(x)
the
Certificate Principal Balance or Certificate Notional Amount, as applicable,
of
each Class before and after giving effect (i) to all distributions allocable
to
principal on such Distribution Date and (ii) the allocation of any Applied
Realized Loss Amounts for such Distribution Date;
(xi)
the
number and aggregate Stated Principal Balance of the Mortgage Loans (A)
Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy and
those
Liquidated Mortgage Loans as of the end of a Prepayment Period) (1) 30 days
Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, (B)
in
foreclosure and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent
and
(3) 90 days or more Delinquent and
(C)
in bankruptcy and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent
and
(3) 90 days or more Delinquent, in each case as of the close of business
on the
last day of the calendar month preceding such Distribution Date;
(xii)
the
amount of aggregate Advances included in the distribution on such Distribution
Date (including the general purpose of such Advances), the aggregate amount
of
unreimbursed Advances as of the end of the Due Period, and the general source
of
funds for reimbursements;
(xiii)
the
amount of, if any, of excess cashflow or excess spread and the application
of
such excess cashflow;
(xiv)
the
cumulative amount of Applied Realized Loss Amounts through the end of the
preceding month;
(xv)if
applicable, material modifications, extensions or waivers to Mortgage Loan
terms, fees, penalties or payments during the preceding calendar month or
that
have become material over time;
(xvi)
with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the close of business on the Determination Date preceding
such Distribution Date;
(xvii)
unless
otherwise set forth in the Form 10-D relating to such distribution date,
material breaches of pool asset representation or warranties or transaction
covenants which have been reported to the securities administrator in accordance
with this Agremeetn or the related Servicing Agreement;
(xviii)
the
total
number and principal balance of any real estate owned or REO Properties as
of
the end of the related Due Period;
(xix)
the
three
month rolling average of the percent equivalent of a fraction, the numerator
of
which is the aggregate Stated Principal Balance of the Mortgage Loans that
are
60 days or more delinquent or are in bankruptcy or foreclosure or are REO
Properties, and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans in
each
case as of the end of the Prepayment Period;
(xx)
the
Realized Losses as of the close of business on the last day of the calendar
month preceding such Distribution Date and the cumulative Realized Losses
through the end of the preceding month;
(xxi)
whether
a
Trigger Event exists;
(xxii)
information
on loss and delinquency used for determining early amortization, liquidation,
stepdowns or other performance triggers and whether the trigger was
met;
(xxiii)
the
amount of the Prepayment Charges remitted by the Servicers and the amount
on
deposit in the Reserve Fund; and
(xxiv)
updated
pool composition data including the following: weighted average mortgage
rate
and weighted average remaining term.
The
Securities Administrator may make the foregoing Monthly Statement (and, at
its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders via the Securities
Administrator’s internet website. The Securities Administrator’s internet
website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in using the
website can be obtained by calling the Securities Administrator’s customer
service desk at (000) 000-0000. Parties that are unable to use the above
distribution options are entitled to have a paper copy mailed to them via
first
class mail by calling the customer service desk and indicating such. The
Securities Administrator may change the way Monthly Statements are distributed
in order to make such distributions more convenient or more accessible to
the
above parties.
(b) The
Securities Administrator’s responsibility for making the above information
available to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the Master Servicer, the Company
and the Servicers. The Securities Administrator will make available a copy
of
each statement provided pursuant to this Section 6.06 to each Rating
Agency.
(c) Within
a
reasonable period of time after the end of each calendar year, the Securities
Administrator shall furnish upon request to each Person who at any time during
the calendar year was a Certificateholder, the information set forth in clauses
(a)(iv) and (a)(v) of this Section 6.06 aggregated for such calendar year
or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Securities Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee or the Securities Administrator pursuant to any
requirements of the Code as from time to time in effect.
(d) Upon
filing with the Internal Revenue Service, the Securities Administrator shall
furnish to the Holders of the Residual Certificates the applicable Form 1066
and
each applicable Form 1066Q and shall respond promptly to written requests
made
not more frequently than quarterly by any Holder of a Residual Certificate
with
respect to the following matters:
(i) The
original projected principal and interest cash flows on the Closing Date
on each
class of Regular Interests and Residual Interests created hereunder and on
the
Mortgage Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each class of Regular Interests and Residual
Interests created hereunder and the Mortgage Loans, based on the Prepayment
Assumption;
(iii) The
applicable Prepayment Assumption and any interest rate assumptions used in
determining the projected principal and interest cash flows described
above;
(iv) The
original issue discount (or, in the case of the Mortgage Loans, market discount)
or premium accrued or amortized through the end of such calendar quarter
with
respect to each class of Regular Interests or Residual Interests created
hereunder and to the Mortgage Loans, together with each constant yield to
maturity used in computing the same;
(v) The
treatment of Realized Losses with respect to the Mortgage Loans or the Regular
Interests created hereunder, including the timing and amount of any cancellation
of indebtedness income of a REMIC with respect to such Regular Interests
or bad
debt deductions claimed with respect to the related Mortgage Loans;
(vi) The
amount and timing of any non-interest expenses of a REMIC; and
(vii) Any
taxes
(including penalties and interest) imposed on the REMIC, including, without
limitation, taxes on “prohibited transactions,” “contributions” or “net income
from foreclosure property” or state or local income or franchise
taxes.
The
information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
provided by the Depositor pursuant to Section 10.12.
Section
6.07 REMIC
Designations and REMIC Distributions.
(a) The
Trustee shall elect that each of REMIC I, XXXXX XX, REMIC III, REMIC IV and
REMIC V shall be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration
of
this Agreement shall be resolved in a manner that preserves the validity
of such
REMIC elections. The assets of REMIC I shall include the Mortgage Loans and
all
interest owing in respect of and principal due thereon, the Distribution
Account, the Protected Accounts, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement (other than the Reserve Fund,
the
Class A-1/A-2/A-3 Net WAC Reserve Account, and any Prepayment Charge Waiver
Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC
II.
The REMIC II Regular Interests shall constitute the assets of REMIC III.
The
Class C Interest shall constitute assets of REMIC IV. The Class P Interest
shall
constitute assets of REMIC V.
(b) On
each
Distribution Date, the Interest Funds and Principal Funds, in the following
order of priority, shall be deemed distributed by REMIC I to REMIC II on
account
of the REMIC I Regular Interests (other than REMIC I Regular Interest P)
or
withdrawn from the Distribution Account and distributed to the Holders of
the
Class R-1 Certificates, as the case may be:
(i) to
the
holders of the REMIC I Regular Interests (other than REMIC I Regular Interest
P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest
for
each such REMIC I Regular Interest for such Distribution Date, plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution Dates.
Amounts payable as Uncertificated Accrued Interest in respect of REMIC I
Regular
Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization
Amount is less than the REMIC I Overcollateralization Target Amount, by the
lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest
ZZ Maximum Interest Deferral Amount, and such amount will be payable to the
holders of each REMIC I Regular Interest (other than REMIC I Regular Interest
P)
for which a REMIC II Regular Interest is the Corresponding Interest, allocated
in the same proportion as the Extra Principal Distribution Amount is
allocated to the Corresponding Certificates for such Corresponding Interests,
provided, however, that solely for purposes of allocating such amount to
such
REMIC I Regular Interests, any Extra Principal Distribution Amounts allocable
to
the Class A-2 Certificates and Class A-3 Certificates shall be deemed to
be
allocated to the Class A-1 Certificates, and the Uncertificated Principal
Balance of REMIC I Regular Interest ZZ shall be increased by such
amount;
(ii)from
the
remainder of the Interest Funds and Principal Funds for such Distribution
Date
after the distribution made pursuant to clause (i) above, allocated as
follows:
(A) 98.00%
of
such remainder to the holders of REMIC I Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC I Regular Interest is reduced
to
zero;
(B) 2.00%
of
such remainder, first, to the holders of each REMIC I Regular Interest for
which
a REMIC II Regular Interest (other than REMIC I Regular Interest P) is the
Corresponding Interest, in an aggregate amount equal to 1.00% of and in the
same
proportion as principal payments are allocated to the Corresponding Certificates
for such Corresponding Interests, until the Uncertificated Principal Balances
of
such REMIC I Regular Interests are reduced to zero, provided, however, that
solely for purposes of allocating such principal payments to such REMIC I
Regular Interests, any principal payments allocable to the Class A-2
Certificates and Class A-3 Certificates shall be deemed to be allocated to
the
Class A-1 Certificates, and second, to the holders of REMIC I Regular Interest
ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest
is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R-1 Certificates.
(c) On
each
Distribution Date, all amounts representing Prepayment Charges shall be deemed
distributed in respect of REMIC I Regular Interest P, provided that such
amounts
shall not reduce the Uncertificated Principal Balance of REMIC I Regular
Interest P. On the Distribution Date immediately following the expiration
of the
latest Prepayment Charge term as identified on the Mortgage Loan Schedule,
$100
shall be deemed distributed in respect of REMIC I Regular Interest P in
reduction of the Uncertificated Principal Balance thereof.
(d) On
each
Distribution Date, the Interest Funds and Principal Funds, in the following
order of priority, shall be deemed distributed by REMIC II to REMIC III on
account of the REMIC II Regular Interests (other than REMIC II Regular Interest
P) or withdrawn from the Distribution Account and distributed to the Holders
of
the Class R-2 Certificates, as the case may be:
(i)to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
P), in the same manner and priority as paid to the Corresponding Certificates
and, in the case of REMIC II Regular Interest C, as paid to the Class C
Interest, the Uncertificated Accrued Interest (or, in the case of REMIC II
Regular Interest C, the REMIC II Regular Interest C Distribution Amount)
for
such Distribution Date, plus any amounts in respect thereof remaining unpaid
from previous Distribution Dates; and
(ii)to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
P), in an amount equal to the remainder of the Interest Funds and Principal
Funds for such Distribution Date after the distribution made pursuant to
clause
(i) above, allocated in the same manner and priority as paid to the
Corresponding Certificates, until the Uncertificated Principal Balances thereof
have been reduced to zero, provided, however, that solely for purposes of
allocating such principal payments to such REMIC II Regular Interests, any
principal payments allocable to the Class A-2 Certificates and Class A-3
Certificates shall be deemed to be allocated to the Class A-1 Certificates,
and
any remaining amount to the Holders of the Class R-2 Certificates.
(e) On
each
Distribution Date, all amounts representing Prepayment Charges distributed
in
respect of REMIC I Regular Interest P shall be deemed to be distributed in
respect of REMIC II Regular Interest P, provided that such amounts shall
not
reduce the Uncertificated Principal Balance of REMIC II Regular Interest
P. On
the Distribution Date immediately following the expiration of the latest
Prepayment Charge term as identified on the Mortgage Loan Schedule, $100
shall
be deemed distributed in respect of REMIC II Regular Interest P in reduction
of
the Uncertificated Principal Balance thereof.
(f) On
each
Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest
the ownership of which is represented by the Class A-1 Certificates shall
be
deemed to receive (x) accrued interest at the related Uncertificated REMIC
III
Pass-Through Rate on an amount equal to the then current Certificate Principal
Balance of the Class A-1 Certificates and (y) any amounts in respect thereof
remaining unpaid from previous Distribution Dates for such Regular Interest,
(ii) the Regular Interest the ownership of which is represented by the Class
A-2
Certificates shall be deemed to receive (x) accrued interest at the related
Uncertificated REMIC III Pass-Through Rate on the Uncertificated Notional
Amount
for such Regular Interest for such Distribution Date, and (y) any amounts
in
respect thereof remaining unpaid from previous Distribution Dates for such
Regular Interest, and (iii) the Regular Interest the ownership of which is
represented by the Class A-3 Certificates shall be deemed to receive (x)
accrued
interest at the related Uncertificated REMIC III Pass-Through Rate on an
amount
equal to the then current Certificate Principal Balance of the Class A-3
Certificates and (y) any amounts in respect thereof remaining unpaid from
previous Distribution Dates for such Regular Interest, and (2) amounts
distributable in reduction of the Certificate Principal Balances of the Class
A-1, Class A-2 and Class A-3 Certificates shall be deemed distributed to
the
Regular Interest the ownership of which is represented by such Certificates
in
reduction of the related principal balance thereof. Any amounts received
on each
Distribution Date by Holders of the Class A Certificates at a rate equal
to the
related Pass-Through Rate which is in excess of, or less than, the amounts
specified above in the related clause (x) for the Regular
Interests the ownership of which is represented by such Certificates shall
be
treated in accordance with the provisions relating to Class A-1/A-2 Net WAC
Pass-Through Amounts and/or Class A-3/A-2 Net WAC Pass-Through Amounts, as
applicable, in Section 6.10.
(g) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 6.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class C Distribution Amount
distributable to the Class C Interest.
(h) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest P shall be deemed distributed by REMIC III to REMIC V in respect
of the
Class P Interest.
Section
6.08 Reserve
Fund.
(a) The
Securities Administrator shall establish a Reserve Fund on behalf of the
Holders
of the Class
A,
Class
B and Class M Certificates. The Reserve Fund shall be an Eligible Account.
The
Reserve Fund shall be entitled “Reserve Fund, Xxxxx Fargo Bank, N.A. as
Securities Administrator for the benefit of Holders of Bear Xxxxxxx Asset
Backed
Securities I LLC, Asset-Backed Certificates, Series 2006-AC4, Class A-1,
Class
A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class C”. On the Closing Date, the Depositor will
deposit, or cause to be deposited, into the Reserve Fund an amount equal
to the
Reserve Fund Deposit. On each Distribution Date as to which there is a Basis
Risk Shortfall Carry Forward Amount payable to any Class of Certificates,
the
Securities Administrator shall deposit the amounts pursuant to clauses (C)
and
(D) of Section 6.04(a)(3) into the Reserve Fund, and the Securities
Administrator has been directed by the Class C Certificateholder to distribute
any amounts then on deposit in the Reserve Fund to the Holders of the Class
A,
Class M and Class B Certificates in respect of the Basis Risk Shortfall Carry
Forward Amount for each such Class in the priorities set forth in clauses
(C)
and (D) of Section 6.04(a)(3). Any amount paid to the Holders of Class A,
Class
M or Class B Certificates from amounts distributable pursuant to clauses
(C) and
(D) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of
Basis
Risk Shortfall Carry Forward Amounts shall be treated as distributed to the
Class C Certificateholder in respect of the Class C Certificates and paid
by the
Class C Certificateholder to the Holders of the Class A, Class M or Class
B
Certificates. Any payments to the Holders of the Class A, Class M or Class
B in
respect of Basis Risk Shortfall Carry Forwards Amounts pursuant to the second
preceding sentence shall not be payments with respect to a Regular Interest
in a
REMIC within the meaning of Section 860G(a)(1) of the Code.
(b) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Securities Administrator on behalf of the Trust
shall
be the nominal owner of the Reserve Fund. The Class C Certificateholders
shall
be the beneficial owners of the Reserve Fund, subject to the power of the
Securities Administrator to transfer amounts under Section 6.04(a)(3). Amounts
in the Reserve Fund shall be held either uninvested in a trust or deposit
account of the Securities Administrator with no liability for interest or
other
compensation thereof or, at the direction of the Class C Certificateholder,
be
invested in Permitted Investments that mature no later than the Business
Day
prior to the next succeeding Distribution Date. All net income and gain from
such investments shall be distributed to the Class C Certificateholder, not
as a
distribution in respect of any interest in any REMIC, on such Distribution
Date.
All amounts earned on amounts on deposit in the Reserve Fund shall be taxable
to
the Class C Certificateholder. Any losses on such investments shall be deposited
in the Reserve Fund by the Class C Certificateholder out of its own funds
immediately as realized. In the event that the Class C Certificateholder
shall
fail to provide investment instructions to the Securities Administrator,
the
amounts on deposit in the Reserve Fund shall be held uninvested.
(c) For
federal tax return and information reporting, the right of the Holders of
the
Class A, Class M and Class B Certificates to receive payments from the Reserve
Fund in respect of any Basis Risk Shortfall Carry Forward Amounts shall be
assigned a value of zero.
Section
6.09 Class
P
Certificate Account.
The
Securities Administrator shall establish and maintain with itself a separate,
segregated trust account for each of the Class P Certificates, titled “Bear
Xxxxxxx Asset-Backed Securities I Trust 2006-AC4 Class P Certificate Account”
(the “Class P Certificate Account”). On the Closing Date, the Depositor will
deposit, or cause to be deposited in the Class P Certificate Account $100.00.
Prepayment charges shall be allocated to the Class P Certificate. The
amount on deposit in the Class P Certificate Account shall be held uninvested.
On the Distribution Date immediately following the expiration of the latest
Prepayment Charge term as identified on the Mortgage Loan Schedule, the
Securities Administrator shall withdraw the amount on deposit in the Class
P
Certificate Account and remit such amount to the Holders of the Class P
Certificates in reduction of the Certificate Principal Balance
thereof.
Section
6.10 Class
A-1/A-2 Net WAC Pass-Through Amount; Class A-3/A-2 Net WAC Pass-Through Amount;
Class A-1/A-2/A-3 Net WAC Reserve Account.
(a) The
Securities Administrator shall establish a Class A-1/A-2/A-3 Net WAC Reserve
Account on behalf of the Holders of the Class A-1, Class A-2 and Class A-3
Certificates. The Class A-1/A-2/A-3 Net WAC Reserve Account shall be an Eligible
Account. The Class A-1/A-2/A-3 Net WAC Reserve Account shall be entitled
“Class
A-1/A-2/A-3 Net WAC Reserve Account, Xxxxx Fargo Bank, N.A., as Securities
Administrator on behalf of U.S. Bank National Association, as Trustee for
the
benefit of Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2006-AC4, Class A-1, Class A-2 and Class A-3 Certificates”.
On the Closing Date, the Depositor will deposit, or cause to be deposited,
into
the Class A-1/A-2/A-3 Net WAC Reserve Account an amount equal to the Class
A-1/A-2/A-3 Net WAC Reserve Account Deposit.
(b) On
each
Distribution Date on which the weighted average of the Net Mortgage Rates
on the
Mortgage Loans is less than the Class A-1/A-2/A-3 Target Rate, the accrued
interest in respect of the Regular Interest the ownership of which is
represented by the Class A-1 Certificates will include the Class A-1/A-2
Net WAC
Pass-Through Amount for such Distribution Date, and the accrued interest
in
respect of the Regular Interest the ownership of which is represented by
the
Class A-3 Certificates will include the Class A-3/A-2 Net WAC Pass-Through
Amount for such Distribution Date. On each such Distribution Date, the
Securities Administrator shall deposit into the Class A-1/A-2/A-3 Net WAC
Reserve Account the Class A-1/A-2 Net WAC Pass-Through Amount and the Class
A-3/A-2 Net WAC Pass-Through Amount, in each case for such Distribution Date,
rather than distributing such amounts to the Class A-1 Certificateholders
and
Class A-3 Certificateholders, respectively. Notwithstanding the foregoing,
for
federal, state and local tax purposes, such Class A-1/A-2 Net WAC Pass-Through
Amount shall be deemed distributed to the Class A-1 Certificateholders in
respect of the Regular Interest the ownership of which is represented by
the
Class A-1 Certificates, and such Class A-3/A-2 Net WAC Pass-Through Amount
shall
be deemed distributed to the Class A-3 Certificateholders in respect of the
Regular Interest the ownership of which is represented by the Class A-3
Certificates. On each such Distribution Date, the Securities Administrator
shall
hold the Class A-1/A-2 Net WAC Pass-Through Amount and the Class A-3/A-2
Net WAC
Pass-Through Amount for the benefit of the Holders of the Class A-2
Certificates, and shall distribute such amount to the Holders of the Class
A-2
Certificates. Payments to the Holders of the Class A-2 Certificates of any
Class
A-1/A-2 Net WAC Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through
Amount
will not be payments with respect to a Regular Interest in a REMIC within
the
meaning of Code Section 860G(a)(1).
(c) By
accepting a Class A-1 Certificate or Class A-3 Certificate, each Class A-1
Certificateholder or Class A-3 Certificateholder thereby agrees to direct
the
Securities Administrator, and the Securities Administrator is hereby directed,
to deposit into the Class A-1/A-2/A-3 Net WAC Reserve Account any Class A-1/A-2
Net WAC Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount,
as
applicable, rather than distributing such amount to the Class A-1
Certificateholders or Class A-3 Certificateholders and further agrees that
such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance. By accepting a Class
A-1 Certificate or Class A-3 Certificate, each Class A-1 Certificateholder
or
Class A-3 Certificateholder acknowledges that any such Class A-1/A-2 Net
WAC
Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount, as applicable,
shall for federal, state and local tax purposes be deemed distributed in
respect
of the Regular Interest the ownership of which is represented by the Class
A-1
Certificates or Class A-3 Certificates, respectively. By accepting a Class
A-2
Certificate, each Class A-2 Certificateholder acknowledges that for federal,
state and local tax purposes any payments of such Class A-1/A-2 Net WAC
Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount, as applicable,
shall not be payments with respect to a Regular Interest in a REMIC within
the
meaning of Code Section 860G(a)(1).
(d) The
Class
A-1/A-2/A-3 Net WAC Reserve Account is an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset
of the
Trust Fund but not an asset of any REMIC. The Securities Administrator on
behalf
of the Trust shall be the nominal owner of the Class A-1/A-2/A-3 Net WAC
Reserve
Account. The Class A-1 Certificateholders and Class A-3 Certificateholders
shall
be the beneficial owner of the Class A-1/A-2/A-3 Net WAC Reserve Account,
ratably in proportion to any Class A-1/A-2 Net WAC Pass-Through Amounts and
Class A-3/A-2 Net WAC Pass-Through Amounts, respectively, that are deposited
into such account, in each case subject to the power of the Securities
Administrator to transfer amounts under clause (b) above. Amounts in the
Class
A-1/A-2/A-3 Net WAC Reserve Account shall be held uninvested.
ARTICLE
VII
THE
CERTIFICATES
Section
7.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-7. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
Class
|
Minimum
Denomination
|
Integral
Multiple in Excess of Minimum
|
Initial
Certificate Principal Balance
|
Pass-Through
Rate
|
||||||||
A-1
|
$
|
100,000
|
$
|
1,000
|
$
|
270,173,000.00
|
Class
A-1 Pass-Through Rate
|
|||||
A-2
|
$
|
100,000
|
$
|
1,000
|
$
|
63,086,000.00
|
Class
A-2 Pass-Through Rate
|
|||||
A-3
|
$
|
100,000
|
$
|
1,000
|
$
|
3,200,000.00
|
Class
A-3 Pass-Through Rate
|
|||||
M-1
|
$
|
100,000
|
$
|
1,000
|
$
|
8,171,000.00
|
Class
M-1 Pass-Through Rate
|
|||||
M-2
|
$
|
100,000
|
$
|
1,000
|
$
|
4,358,000.00
|
Class
M-2 Pass-Through Rate
|
|||||
M-3
|
$
|
100,000
|
$
|
1,000
|
$
|
2,360,000.00
|
Class
M-3 Pass-Through Rate
|
|||||
B-1
|
$
|
100,000
|
$
|
1,000
|
$
|
1,816,000.00
|
Class
B-1 Pass-Through Rate
|
|||||
B-2
|
$
|
100,000
|
$
|
1,000
|
$
|
1,271,000.00
|
Class
B-2 Pass-Through Rate
|
|||||
B-3
|
$
|
100,000
|
$
|
1,000
|
$
|
1,271,000.00
|
Class
B-3 Pass-Through Rate
|
|||||
B-4
|
$
|
100,000
|
$
|
1,000
|
$
|
1,816,000.00
|
Class
B-4 Pass-Through Rate
|
|||||
B-5
|
$
|
100,000
|
$
|
1,000
|
$
|
1,816,000.00
|
Class
B-5 Pass-Through Rate
|
|||||
C
|
$
|
100,000
|
$
|
1,000
|
$
|
363,151,281.98
|
(1)
|
(3)
|
||||
P
|
$
|
100
|
N/A
|
$
|
100.00
|
(2)
|
N/A
|
|||||
R-1
|
100
|
%
|
N/A
|
N/A
|
(2)
|
N/A
|
||||||
R-2
|
100
|
%
|
N/A
|
N/A
|
(2)
|
N/A
|
||||||
R-3
|
100
|
%
|
N/A
|
N/A
|
(2)
|
N/A
|
||||||
RX
|
100
|
%
|
N/A
|
N/A
|
(2)
|
N/A
|
(1)
|
This
is a notional amount.
|
(2)
|
The
Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates
are not
entitled to distributions in respect of
interest.
|
(3)
|
As
defined in “Pass-Through Rate”
definition.
|
The
Certificates shall be executed by manual or facsimile signature on behalf
of the
Securities Administrator by an authorized officer. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when
such
signatures were affixed, authorized to sign on behalf of the Securities
Administrator shall bind the Securities Administrator, notwithstanding that
such
individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at
the date of such authentication and delivery. No Certificate shall be entitled
to any benefit under this Agreement, or be valid for any purpose, unless
there
appears on such Certificate the countersignature of the Securities Administrator
by manual signature, and such countersignature upon any Certificate shall
be
conclusive evidence, and the only evidence, that such Certificate has been
duly
countersigned and delivered hereunder. All Certificates shall be dated the
date
of their countersignature. On the Closing Date, the Securities Administrator
shall authenticate the Certificates to be issued at the written direction
of the
Depositor, or any affiliate thereof.
The
Depositor shall provide, or cause to be provided, to the Securities
Administrator on a continuous basis, an adequate inventory of Certificates
to
facilitate transfers.
Section
7.02 Certificate
Register; Registration of Transfer and Exchange of Certificates.
(a) The
Securities
Administrator
shall
maintain, or cause to be maintained in accordance with the provisions of
Section
7.09 hereof, a Certificate Register for the Trust Fund in which, subject
to the
provisions of subsections (b) and (c) below and to such reasonable regulations
as it may prescribe, the Securities
Administrator
shall
provide for the registration of Certificates and of Transfers and exchanges
of
Certificates as herein provided. Upon surrender for registration of Transfer
of
any Certificate, the Securities
Administrator shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class and of like
aggregate Percentage Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing
the
same aggregate Percentage Interest upon surrender of the Certificates to
be
exchanged at the office or agency of the Securities Administrator. Whenever
any
Certificates are so surrendered for exchange, the Securities Administrator
shall
execute, authenticate, and deliver the Certificates that the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied
by a
written instrument of Transfer in form satisfactory to the Securities
Administrator duly executed by the Holder thereof or his attorney duly
authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but payment of a sum sufficient to
cover
any tax or governmental charge that may be imposed in connection with any
Transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Securities Administrator in
accordance with the Securities Administrator’s customary
procedures.
(b) No
Transfer of a Private Certificate shall be made unless such Transfer is made
pursuant to an effective registration statement under the Securities Act
and any
applicable state securities laws or is exempt from the registration requirements
under the Securities Act and such state securities laws. In the event that
a
Transfer is to be made in reliance upon an exemption from the Securities
Act and
such laws, in order to assure compliance with the Securities Act and such
laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder’s prospective transferee shall each certify to the Securities
Administrator in writing the facts surrounding the Transfer in substantially
the
forms set forth in Exhibit D (the “Transferor Certificate”) and (x) deliver a
letter in substantially the form of either Exhibit E (the “Investment Letter”)
or Exhibit F (the “Rule 144A Letter”) or (y) there shall be delivered to the
Securities Administrator an Opinion of Counsel addressed to the Securities
Administrator that such Transfer may be made pursuant to an exemption from
the
Securities Act, which Opinion of Counsel shall not be an expense of the
Depositor, the Seller, the Master Servicer, the Securities Administrator
or the
Trustee. The Depositor shall provide to any Holder of a Private Certificate
and
any prospective transferee designated by any such Holder, information regarding
the related Certificates and the Mortgage Loans and such other information
as
shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for Transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided
by Rule
144A. The Securities Administrator and the Master Servicer shall cooperate
with
the Depositor in providing the Rule 144A information referenced in the preceding
sentence, including providing to the Depositor such information regarding
the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Notwithstanding the provisions of the immediately preceding
sentence, no restrictions shall apply with respect to the transfer or
registration of transfer of a beneficial interest in any Certificate that
is a
Global Certificate of a Class to a transferee that takes delivery in the
form of
a beneficial interest in the Global Certificate of such Class provided that
each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A and Related Matters Certificate as are sufficient
to
establish that it is a QIB. Each Holder of a Private Certificate desiring
to
effect such Transfer shall, and does hereby agree to, indemnify the Trustee,
the
Depositor, the Seller, the Securities Administrator and the Master Servicer
against any liability that may result if the Transfer is not so exempt or
is not
made in accordance with such federal and state laws.
No
Transfer of an ERISA Restricted Certificate shall be made unless either (i)
the
Master Servicer and the Securities Administrator shall have received a
representation from the transferee of such Certificate acceptable to and
in form
and substance satisfactory to the Master Servicer and the Securities
Administrator, to the effect that such transferee is not an employee benefit
plan subject to Section 406 of ERISA and/or a plan subject to Section 4975
of
the Code, or a Person acting on behalf of any such plan or using the assets
of
any such plan, or (ii) in the case of any such ERISA Restricted Certificate
presented for registration in the name of an employee benefit plan subject
to
ERISA, or a plan subject to Section 4975 of the Code (or comparable provisions
of any subsequent enactments), or a trustee of any such plan or any other
person
acting on behalf of any such plan, the Securities Administrator shall have
received an Opinion of Counsel for the benefit of the Trustee, the Master
Servicer and the Securities Administrator and on which they may rely,
satisfactory to the Securities Administrator, to the effect that the purchase
and holding of such ERISA Restricted Certificate is permissible under applicable
law, will not constitute or result in the assets of the Trust being deemed
to be
“plan assets” under ERISA or the Code, will not result in any prohibited
transactions under ERISA or Section 4975 of the Code and will not subject
the
Trustee, the Master Servicer, the Depositor or the Securities Administrator
to
any obligation in addition to those expressly undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer, the Depositor or the Securities Administrator, or, in the case
of a
Class B-5 Certificate, the transferee provides a representation, or deemed
representation in the case of the Global Certificate or an opinion of counsel
to
the effect that the proposed transfer and holding of such Certificate and
the
servicing, management and operation of the Trustee and its assets: (I) will
not
result in any prohibited transaction which is not covered under an individual
or
class prohibited transaction exemption, including, but not limited to,
Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1,
PTCE 95-60 or PTCE 96-23 and (II) will not give rise to any additional
obligations on the part of the Depositor, the Securities Administrator, the
Master Servicer or the Trustee. Notwithstanding anything else to the contrary
herein, any purported transfer of an ERISA Restricted Certificate to or on
behalf of an employee benefit plan subject to Section 406 of ERISA and/or
a plan
subject to Section 4975 of the Code without the delivery of the Opinion of
Counsel as described above shall be void and of no effect; provided that
the
restriction set forth in this sentence shall not be applicable if there has
been
delivered to the Securities Administrator an Opinion of Counsel meeting the
requirements of clause (ii) of the first sentence of this paragraph. None
of the
Trustee, the Securities Administrator or the Master Servicer shall be required
to monitor, determine or inquire as to compliance with the transfer restrictions
with respect to any ERISA Restricted Certificate that is a Book-Entry
Certificate, and none of the Trustee, the Securities Administrator or the
Master
Servicer shall have any liability for transfers of any such Book-Entry
Certificates made through the book-entry facilities of any Depository or
between
or among participants of the Depository or Certificate Owners made in violation
of the transfer restrictions set forth herein. None of the Trustee, the
Securities Administrator or the Master Servicer shall be under any liability
to
any Person for any registration of transfer of any ERISA Restricted Certificate
that is in fact not permitted by this Section 7.02(b) or for making any payments
due on such Certificate to the Holder thereof or taking any other action
with
respect to such Holder under the provisions of this Agreement. The Trustee
and
the Securities Administrator shall each be entitled, but not obligated, to
recover from any Holder of any ERISA Restricted Certificate that was in fact
an
employee benefit plan subject to Section 406 of ERISA or a plan subject to
Section 4975 of the Code or a Person acting on behalf of any such plan at
the
time it became a Holder or, at such subsequent time as it became such a plan
or
Person acting on behalf of such a plan, all payments made on such ERISA
Restricted Certificate at and after either such time. Any such payments so
recovered by the Trustee or the Securities Administrator shall be paid and
delivered by the Trustee or the Securities Administrator to the last preceding
Holder of such Certificate that is not such a plan or Person acting on behalf
of
a plan.
Each
beneficial owner of a Class M Certificate and Class B Certificate, except
for a
Class B-5 Certificate, or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate
or
interest therein, that either (i) it is not a Plan or investing with “Plan
Assets”, (ii) it has acquired and is holding such certificate in reliance on the
Exemption, and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated,
at
the time of purchase, not lower than “BBB-”(or its equivalent) by S&P, Fitch
Ratings or Xxxxx’x, and the certificate is so rated or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an “insurance company general account,” as
such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.
(c) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of
any
change or impending change in its status as a Permitted Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Securities
Administrator
shall
not register the Transfer of any Residual Certificate unless, in addition
to the
certificates required to be delivered to the Securities
Administrator
under
subparagraph (b) above, the Securities
Administrator
shall
have been furnished with an affidavit (a “Transfer Affidavit”) of the initial
owner or the proposed transferee in the form attached hereto as Exhibit
C.
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate and (C) not to Transfer its Ownership Interest in
a
Residual Certificate or to cause the Transfer of an Ownership Interest in
a
Residual Certificate to any other Person if it has actual knowledge that
such
Person is not a Permitted Transferee.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 7.02(c) shall
be
absolutely null and void and shall vest no rights in the purported Transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 7.02(c), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. Neither the Trustee nor the Securities Administrator shall be
under
any liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by Section 7.02(b) and this Section
7.02(c) or for making any payments due on such Certificate to the Holder
thereof
or taking any other action with respect to such Holder under the provisions
of
this Agreement so long as the Transfer was registered after receipt of the
related Transfer Affidavit. The Securities
Administrator
shall be
entitled but not obligated to recover from any Holder of a Residual Certificate
that was in fact not a Permitted Transferee at the time it became a Holder
or,
at such subsequent time as it became other than a Permitted Transferee, all
payments made on such Residual Certificate at and after either such time.
Any
such payments so recovered by the Securities Administrator shall be paid
and
delivered by the Securities Administrator to the last preceding Permitted
Transferee of such Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Securities
Administrator,
all
information necessary to compute any tax imposed under Section 860E(e) of
the
Code as a result of a Transfer of an Ownership Interest in a Residual
Certificate to any Holder who is not a Permitted Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
7.02(c) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring
after
delivery to the Securities Administrator of an Opinion of Counsel addressed
to
the Securities Administrator, which Opinion of Counsel shall not be an expense
of the Trustee, the Securities Administrator, the Seller or the Master Servicer
to the effect that the elimination of such restrictions will not cause REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, to fail to qualify
as a
REMIC at any time that the Certificates are outstanding or result in the
imposition of any tax on the Trust Fund, a Certificateholder or another Person.
Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement that, based
on an
Opinion of Counsel addressed to the Securities Administrator and furnished
to
the Securities Administrator, is reasonably necessary (a) to ensure that
the
record ownership of, or any beneficial interest in, a Residual Certificate
is
not transferred, directly or indirectly, to a Person that is not a Permitted
Transferee and (b) to provide for a means to compel the Transfer of a Residual
Certificate that is held by a Person that is not a Permitted Transferee to
a
Holder that is a Permitted Transferee.
(d) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 7.02 shall not be an expense of the Trust Fund, the Trustee,
the
Depositor, the Seller, the Securities Administrator or the Master
Servicer.
(e) Subject
to Subsection 7.02(i), 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 Subsection 7.02(b) 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
Securities Administrator shall register such transfer only upon compliance
with
the provisions of Subsection 7.02(b).
(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 Securities Administrator shall register such transfer only upon
compliance with the provisions of Subsection 7.02(b).
(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 Securities Administrator shall register such transfer
if the
transferee has provided the Securities Administrator with a Rule 144A and
Related Matters Certificate or comparable evidence as to its QIB
status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to
a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the
Rule
144A and Related Matters Certificate as are sufficient to establish that
it is a
QIB.
(f) Subject
to Subsection 7.02(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 7.02(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 Securities Administrator a
Rule
144A and Related Matters Certificate or comparable evidence as to its QIB
status.
(iii) A
holder
of an Individual Certificate of a Class may exchange such Certificate for
an
equal aggregate principal amount of Individual Certificates of such Class
in
different authorized denominations without any certification.
(g) (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 Securities Administrator 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 Securities
Administrator 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.
(h) Any
Individual Certificate issued in exchange for or upon transfer of another
Individual Certificate or of a beneficial interest in a Global Certificate
shall
bear the applicable legends set forth in Exhibit A-2.
(i) Subject
to the restrictions on transfer and exchange set forth in this Section 7.02,
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 7.01 above or any integral multiple of
$1.00
in excess thereof) by surrendering such Certificate at the Corporate Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance
to the
Securities Administrator and the Securities Administrator 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 Securities Administrator and the Securities Administrator 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 Securities Administrator shall, within five Business Days of
such
request made at the Corporate Trust Office, sign, countersign and deliver
at the
Corporate Trust Office, to the transferee (in the case of transfer) or holder
(in the case of exchange) or send by first class mail at the risk of the
transferee (in the case of transfer) or holder (in the case of exchange)
to such
address as the transferee or holder, as applicable, may request, an Individual
Certificate or Certificates, as the case may require, for a like aggregate
Percentage Interest and in such authorized denomination or denominations
as may
be requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the Corporate Trust Office
by the
registered holder in person, or by a duly authorized
attorney-in-fact.
Neither
the Trustee nor the Securities Administrator nor the Master Servicer shall
be
required to monitor, determine or inquire as to compliance with the transfer
restrictions with respect to the Global Certificates. Any attempted or purported
transfer of any Certificate in violation of the provisions of Subsections
(a) or
(b) above shall be void ab initio and such Certificate shall be considered
to
have been held continuously by the prior permitted Certificateholder. Any
transferor of any Certificate in violation of such provisions, shall indemnify
and hold harmless the Trustee, the Securities Administrator and the Master
Servicer from and against any and all liabilities, claims, costs or expenses
incurred by the Securities Administrator, the Trustee or the Master Servicer
as
a result of such attempted or purported transfer. Neither the Trustee nor
the
Securities Administrator shall have any liability for transfer of any such
Global Certificates in or through book-entry facilities of any Depository
or
between or among Depository Participants or Certificate Owners made in violation
of the transfer restrictions set forth herein.
Section
7.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
any
mutilated Certificate is surrendered to the Securities Administrator, or
the
Securities Administrator receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and of the ownership
thereof.
Section
7.04 Persons
Deemed Owners.
The
Securities Administrator, the Trustee and any agent of the Securities
Administrator or the Trustee may treat the person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving
distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Securities Administrator, the Trustee nor any
agent
of the Securities Administrator or the Trustee shall be affected by any notice
to the contrary.
Section
7.05 Access
to
List of Certificateholders’ Names and Addresses.
If
three
or more Certificateholders (a) request such information in writing from the
Securities Administrator, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders propose to transmit or if the
Depositor or the Master Servicer shall request such information in writing
from
the Securities Administrator, then the Securities Administrator shall, within
ten Business Days after the receipt of such request, provide the Depositor,
the
Master Servicer or such Certificateholders at such recipients’ expense the most
recent list of the Certificateholders of the Trust Fund held by the Securities
Administrator, if any. The Depositor and every Certificateholder, by receiving
and holding a Certificate, agree that the Securities Administrator shall
not be
held accountable by reason of the disclosure of any such information as to
the
list of the Certificateholders hereunder, regardless of the source from which
such information was derived.
Section
7.06 Book-Entry
Certificates.
The
Offered Certificates, upon original issuance, shall be issued in the form
of one
or more typewritten Certificates representing the Book-Entry Certificates,
to be
delivered to the Depository by or on behalf of the Depositor. Such Certificates
shall initially be registered on the Certificate Register in the name of
the
Depository or its nominee, and no Certificate Owner of such Certificates
will
receive a definitive certificate representing such Certificate Owner’s interest
in such Certificates, except as provided in Section 7.08. Unless and until
definitive, fully registered Certificates (“Definitive Certificates”) have been
issued to the Certificate Owners of such Certificates pursuant to Section
7.08:
(a) the
provisions of this Section shall be in full force and effect;
(b) the
Depositor, the Securities Administrator and the Trustee may deal with the
Depository and the Depository Participants for all purposes (including the
making of distributions) as the authorized representative of the respective
Certificate Owners of such Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Securities
Administrator except to another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and
shall
be limited to those established by law and agreements between the Owners
of such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 7.08, the Depository will make book-entry transfers among
the Depository Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Depository
Participants;
(e) the
Depository may collect its usual and customary fees, charges and expenses
from
its Depository Participants;
(f) the
Securities
Administrator
may rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants; and
(g) to
the
extent that the provisions of this Section conflict with any other provisions
of
this Agreement, the provisions of this Section shall control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal
amount
of such Class of Certificates.
The
Private Certificates shall initially be held in fully registered certificated
form. If at any time the Holders of all of the Certificates of one or more
such
Classes request that the Securities Administrator cause such Class to become
Global Certificates, the Depositor (with the assistance of the Securities
Administrator) will take such action as may be reasonably required to cause
the
Depository to accept such Class or Classes for trading if it may legally
be so
traded. If at anytime there are to be Global Certificates, the Global
Certificates shall be delivered to the Depository by the Depositor or deposited
with the Securities Administrator as custodian for the Depository.
All
transfers by Certificate Owners of such respective Classes of Book-Entry
Certificates and any Global Certificates shall be made in accordance with
the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
Section
7.07 Notices
to Depository.
Whenever
any notice or other communication is required to be given to Certificateholders
of a Class with respect to which Book-Entry Certificates have been issued,
unless and until Definitive Certificates shall have been issued to the related
Certificate Owners, the Securities Administrator shall give all such notices
and
communications to the Depository.
Section
7.08 Definitive
Certificates.
If,
after
Book-Entry Certificates have been issued with respect to any Certificates,
(a)
the Depositor or the Depository advises the Securities Administrator that
the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Depositor is unable to locate a qualified successor,
(b)
the Depositor, at its sole option, advises the Securities Administrator that
it
elects to terminate the book-entry system with respect to such Certificates
through the Depository or (c) after the occurrence and continuation of an
Event
of Default, Certificate Owners of such Book-Entry Certificates having not
less
than 51% of the Voting Rights evidenced by any Class of Book-Entry Certificates
advise the Securities Administrator and the Depository in writing through
the
Depository Participants that the continuation of a book-entry system with
respect to Certificates of such Class through the Depository (or its successor)
is no longer in the best interests of the Certificate Owners of such Class,
then
the Securities Administrator shall notify all Certificate Owners of such
Certificates, through the Depository, of the occurrence of any such event
and of
the availability of Definitive Certificates to applicable Certificate Owners
requesting the same. The Depositor shall provide the Securities Administrator
with an adequate inventory of certificates to facilitate the issuance and
transfer of Definitive Certificates. Upon surrender to the Securities
Administrator of any such Certificates by the Depository, accompanied by
registration instructions from the Depository for registration, the Securities
Administrator shall countersign and deliver such Definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for
any
delay in delivery of such instructions and each may conclusively rely on,
and
shall be protected in relying on, such instructions. Upon the issuance of
such
Definitive Certificates, all references herein to obligations imposed upon
or to
be performed by the Depository shall be deemed to be imposed upon and performed
by the Securities Administrator, to the extent applicable with respect to
such
Definitive Certificates and the Trustee and the Securities Administrator
shall
recognize the Holders of such Definitive Certificates as Certificateholders
hereunder.
Section
7.09 Maintenance
of Office or Agency.
The
Securities Administrator will maintain or cause to be maintained at its expense
an office or offices or agency or agencies at Xxxxx Fargo Bank, National
Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479
where Certificates may be surrendered for registration of transfer or exchange.
The Securities Administrator will give prompt written notice to the
Certificateholders of any change in such location of any such office or
agency.
ARTICLE
VIII
THE
COMPANY AND THE MASTER SERVICER
Section
8.01 Liabilities
of the Depositor, the Company and the Master Servicer.
Each
of
the Depositor, the Company and the Master Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically imposed upon
and
undertaken by it herein.
Section
8.02 Merger
or
Consolidation of the Depositor, the Company or the Master Servicer.
(a) Each
of
the Depositor, the Company and the Master Servicer will keep in full force
and
effect its existence, rights and franchises as a corporation under the laws
of
the state of its incorporation, and will obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage
Loans
and to perform its duties under this Agreement.
(b) Any
Person into which the Depositor, the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor, the Company or the Master Servicer
shall
be a party, or any Person succeeding to the business of the Depositor, the
Company or the Master Servicer, shall be the successor of the Depositor,
the
Company or the Master Servicer hereunder, without the execution or filing
of any
paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.
Section
8.03 Indemnification
of the Trustee, the Master Servicer and the Securities
Administrator.
(a) The
Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may
be
sustained in connection with, arising out of, or relating to, any claim or
legal
action (including any pending or threatened claim or legal action) relating
to
this Agreement, including the powers of attorney delivered pursuant to Sections
4.01 and 4.06 hereof, the Assignment Agreements, the Custodial Agreement
or the
Certificates (i) related to the Master Servicer’s failure to perform its duties
in compliance with this Agreement (except as any such loss, liability or
expense
shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
by
reason of the Master Servicer’s willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder, provided, in each case, that
with
respect to any such claim or legal action (or pending or threatened claim
or
legal action), the Trustee shall have given the Master Servicer and the Seller
written notice thereof promptly after a responsible officer of the Trustee
shall
have with respect to such claim or legal action actual knowledge thereof;
provided, however, the failure to give such notice shall not relieve the
Master
Servicer of its indemnification obligations hereunder. This indemnity shall
survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.
(b) The
Company agrees to indemnify the Indemnified Persons and to hold them harmless
from and against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
fees
and expenses that the Indemnified Persons may sustain in any way related
to the
failure of the Company to perform in any way its duties and service the EMC
Mortgage Loans in strict compliance with the terms of this Agreement and
for
breach of any representation or warranty of the Company contained herein.
The
Company shall immediately notify the Master Servicer and the Trustee if a
claim
is made by a third party with respect to this Agreement or the EMC Mortgage
Loans, assume (with the consent of the Master Servicer and the Trustee and
with
counsel reasonably satisfactory to the Master Servicer and the Trustee) the
defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment
or
decree which may be entered against it or any Indemnified Person in respect
of
such claim but failure to so notify the Company shall not limit its obligations
hereunder. The Company agrees that it will not enter into any settlement
of any
such claim without the consent of the Indemnified Persons unless such settlement
includes an unconditional release of such Indemnified Persons from all liability
that is the subject matter of such claim. The provisions of this Section
8.03(b)
shall survive termination of this Agreement.
(c) The
Seller will indemnify any Indemnified Person for any loss, liability or expense
of any Indemnified Person not otherwise paid or covered pursuant to Subsections
(a) or (b) above.
Section
8.04 Limitations
on Liability of the Depositor, the Company, the Master Servicer and
Others.
Subject
to the obligation of the Seller, the Company and the Master Servicer to
indemnify the Indemnified Persons pursuant to Section 8.03:
(a) Neither
the Depositor, the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor, the Company and the Master
Servicer shall be under any liability to the Indemnified Persons, the Trust
Fund
or the Certificateholders for taking any action or for refraining from taking
any action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Company, the Master Servicer or any such Person against any breach of warranties
or representations made herein or any liability which would otherwise be
imposed
by reason of such Person’s willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of reckless disregard of obligations
and
duties hereunder.
(b) The
Depositor, the Company, the Master Servicer and any director, officer, employee
or agent of the Depositor, the Company and the Master Servicer may rely in
good
faith on any document of any kind prima facie properly executed and submitted
by
any Person respecting any matters arising hereunder.
(c) The
Depositor, the Company, the Master Servicer the Securities Administrator,
the
Trustee, the Custodian and any director, officer, employee or agent of the
Depositor, the Company, the Master Servicer, the Securities Administrator,
the
Trustee or the Custodian shall be indemnified by the Trust and held harmless
thereby against any loss, liability or expense (including reasonable legal
fees
and disbursements of counsel) incurred on their part that may be sustained
in
connection with, arising out of, or related to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement, the Assignment Agreements, the Custodial Agreement, the Certificates
or the Servicing Agreements (except with respect to the Master Servicer only,
to
the extent that the Master Servicer is indemnified by the Company under this
Agreement or by the related Servicer under the related Servicing Agreement),
other than (i) any such loss, liability or expense related to the Company’s or
the Master Servicer’s failure to perform its respective duties in compliance
with this Agreement (except as any such loss, liability or expense shall
be
otherwise reimbursable pursuant to this Agreement), or to the Custodian’s
failure to perform its duties under the Custodial Agreement, or (ii) any
such
loss, liability or expense incurred by reason of the Company’s, the Master
Servicer’s or the Custodian’s willful misfeasance, bad faith or gross negligence
in the performance of duties hereunder or under the Custodial Agreement,
as
applicable, or by reason of reckless disregard of obligations and duties
hereunder or under the Custodial Agreement, as applicable.
(d) Neither
the Depositor, the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal action that is not incidental
to its
duties under this Agreement and that in its opinion may involve it in any
expense or liability; provided, however, the Master Servicer may in its
discretion, with the consent of the Trustee (which consent shall not be
unreasonably withheld), undertake any such action which it may deem necessary
or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In
such
event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and
the
Master Servicer shall be entitled to be reimbursed therefor out of the
Distribution Account as provided by Section 5.08. Nothing in this Subsection
8.04(d) shall affect the Master Servicer’s obligation to supervise, or to take
such actions as are necessary to ensure, the servicing and administration
of the
Mortgage Loans pursuant to Subsection 4.01(a).
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer
shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course
of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential
liabilities.
(f) The
Master Servicer shall not be liable for any acts or omissions of the Company
or
the Servicers, except as otherwise expressly provided herein.
Section
8.05 Master
Servicer and Company Not to Resign.
(a) Except
as
provided in Section 8.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior written
consent of the Trustee (which consent shall not be unreasonably withheld)
or
(ii) upon a determination that any such duties hereunder are no longer
permissible under applicable law and such impermissibility cannot be cured.
Any
such determination permitting the resignation of the Master Servicer shall
be
evidenced by an Opinion of Counsel to such effect, addressed to and delivered
to, the Trustee. No such resignation by the Master Servicer shall become
effective until EMC or the Trustee or a successor to the Master Servicer
reasonably satisfactory to the Trustee shall have assumed the responsibilities
and obligations of the Master Servicer in accordance with Section 9.02 hereof.
The Trustee shall notify the Rating Agencies of the resignation of the Master
Servicer.
(b) The
Company shall not resign from the obligations and duties hereby imposed on
it
except (i) upon the assignment of its servicing duties with respect to all
or a
portion of the EMC Mortgage Loans to an institution that is a Xxxxxx Xxx
and
Freddie Mac approved seller/servicer in good standing that has a net worth
of
not less than $10,000,000 and with the prior written consent of the Master
Servicer (which consent shall not be unreasonably withheld) or (ii) upon
the
determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any
determination permitting the resignation of the Company shall be evidenced
by an
Opinion of Counsel to such effect addressed to and delivered, to the Master
Servicer and the Trustee which Opinion of Counsel shall be in form and substance
acceptable to the Master Servicer and the Trustee. No appointment of a successor
to the Company shall be effective hereunder unless (a) the Rating Agencies
have
confirmed in writing that such appointment will not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates, (b) such successor shall have represented that it is meets
the
eligibility criteria set forth in clause (i) above and (c) such successor
has
agreed to assume the obligations of the Company hereunder to the extent of
the
EMC Mortgage Loans to be serviced by such successor. The Company shall provide
a
copy of the written confirmation of the Rating Agencies and the agreement
executed by such successor to the Master Servicer and the Trustee. No such
resignation shall become effective until a Qualified Successor or the Master
Servicer shall have assumed the Company’s responsibilities and obligations
hereunder. The Company shall notify the Master Servicer, the Trustee and
the
Rating Agencies of the resignation of the Company or the assignment of all
or a
portion of its servicing duties hereunder in accordance with this Section
8.05.
Section
8.06 Successor
Master Servicer.
In
connection with the appointment of any successor Master Servicer or the
assumption of the duties of the Master Servicer, EMC or the Trustee may make
such arrangements for the compensation of such successor master servicer
out of
payments on the Mortgage Loans as EMC or the Trustee and such successor master
servicer shall agree. If the successor master servicer does not agree that
such
market value is a fair price, such successor master servicer shall obtain
two
quotations of market value from third parties actively engaged in the servicing
of single-family mortgage loans. In no event shall the compensation of any
successor master servicer exceed that permitted the Master Servicer without
the
consent of all of the Certificateholders.
Section
8.07 Sale
and
Assignment of Master Servicing.
The
Master Servicer may sell and assign its rights and delegate its duties and
obligations in its entirety as Master Servicer under this Agreement and EMC
may
terminate the Master Servicer without cause and select a new Master Servicer;
provided, however, that: (i) the purchaser or transferee accepting such
assignment and delegation (a) shall be a Person which (or an Affiliate thereof
the primary business of which is the servicing of conventional residential
mortgage loans) shall be qualified to service mortgage loans for Xxxxxx Xxx
or
Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless
otherwise approved by each Rating Agency pursuant to clause (ii) below);
(c)
shall be reasonably satisfactory to the Trustee (as evidenced in a writing
signed by the Trustee); and (d) shall execute and deliver to the Trustee
an
agreement, in form and substance reasonably satisfactory to the Trustee,
which
contains an assumption by such Person of the due and punctual performance
and
observance of each covenant and condition to be performed or observed by
it as
master servicer under this Agreement, any custodial agreement from and after
the
effective date of such agreement; (ii) each Rating Agency shall be given
prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency’s rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified
or
withdrawn as a result of such assignment, sale and delegation, as evidenced
by a
letter to such effect delivered to the Master Servicer and the Trustee; (iii)
the Master Servicer assigning and selling the master servicing shall deliver
to
the Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the
Trustee, each stating that all conditions precedent to such action under
this
Agreement have been completed and such action is permitted by and complies
with
the terms of this Agreement; and (iv) in the event the Master Servicer is
terminated without cause by EMC, EMC shall pay, from its own funds and without
any right of reimbursement, the terminated Master Servicer a termination
fee
equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage
Loans
at the time the master servicing of the Mortgage Loans is transferred to
the
successor Master Servicer. No such assignment or delegation shall affect
any
liability of the Master Servicer arising prior to the effective date
thereof.
ARTICLE
IX
DEFAULT;
TERMINATION OF MASTER SERVICER;
TERMINATION
OF COMPANY
Section
9.01 Events
of
Default.
“Event
of
Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to remit to the Securities Administrator any
amounts received or collected by the Master Servicer in respect of the Mortgage
Loans and required to be remitted by it (other than any Advance) pursuant
to
this Agreement, which failure shall continue unremedied for one Business
Day
after the date on which written notice of such failure shall have been given
to
the Master Servicer by the Trustee or the Depositor, or to the Trustee and
the
Master Servicer by the Holders of Certificates evidencing not less than 25%
of
the Voting Rights evidenced by the Certificates; or
(ii) any
failure by the Master Servicer to observe or perform in any material respect
any
other of the covenants or agreements on the part of the Master Servicer
contained in this Agreement or any breach of a representation or warranty
by the
Master Servicer, which failure or breach shall continue unremedied for a
period
of 60 days after the date on which written notice of such failure shall have
been given to Master Servicer by the Trustee or the Depositor, or to the
Trustee
and the Master Servicer by the Holders of Certificates evidencing not less
than
25% of the Voting Rights evidenced by the Certificates; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises for the appointment of a receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive
days;
or
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations;
(vi) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 8.05 or 8.07; or
(vii) The
Master Servicer fails to deposit, or cause to be deposited, in the Distribution
Account any Advance required to be made by the Master Servicer (other than
a
Nonrecoverable Advance) by 5:00 p.m. New York City time on the Business Day
prior to the related Distribution Date.
If
an
Event of Default shall occur, then, and in each and every such case, so long
as
such Event of Default shall not have been remedied, the Trustee may, and
at the
direction of the Holders of Certificates evidencing not less than 25% of
the
Voting Rights evidenced by the Certificates, the Trustee shall, by notice
in
writing to the Master Servicer,
with a
copy to the Rating Agencies, and with the consent of the Company, may terminate
all of the rights and obligations (but not the liabilities)
of the
Master Servicer (and the Securities Administrator if the Master Servicer
and the
Securities Administrator are the same entity) under this Agreement and in
and to
the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. On or after the receipt by the Master Servicer
of
such written notice, all authority and power of the Master Servicer (and,
if
applicable, the Securities Administrator) hereunder, whether with respect
to the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee,
or any
successor appointed pursuant to Section 9.02 (a “Successor Master Servicer” and,
if applicable, “Successor Securities Administrator”). Such Successor Master
Servicer shall thereupon if such Successor Master Servicer is a successor
to the
Master Servicer, make any Advance required by Article VI, subject, in the
case
of the Trustee, to Section 9.02. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the terminated Master Servicer and,
if
applicable, the terminated Securities Administrator, as attorney- in-fact
or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes
of such
notice of termination, whether to complete the transfer and endorsement or
assignment of any Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect
any
obligation of the Master Servicer to pay amounts owed pursuant to Article
VIII
or Article X. The Master Servicer and, if applicable, the Securities
Administrator agrees to cooperate with the Trustee in effecting the termination
of the Master Servicer’s and, if applicable, the Securities Administrator’s
responsibilities and rights hereunder, including, without limitation, the
transfer to the applicable Successor Master Servicer of all cash amounts
which
shall at the time be credited to the Distribution Account maintained pursuant
to
Section 5.08, or thereafter be received with respect to the applicable Mortgage
Loans. The Trustee shall promptly notify the Rating Agencies of the occurrence
of an Event of Default known to the Trustee. The Securities Administrator
shall
promptly notify the Trustee in writing of the occurrence of an Event of Default
under clauses (i) or (vii) above.
Notwithstanding
any termination of the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to receive, out of any late collection of a Scheduled
Payment on a Mortgage Loan that was due prior to the notice terminating the
Master Servicer’s rights and obligations as Master Servicer hereunder and
received after such notice, that portion thereof to which the Master Servicer
would have been entitled pursuant to Sections 5.05 and to receive any other
amounts payable to the Master Servicer hereunder the entitlement to which
arose
prior to the termination of its activities hereunder.
Notwithstanding
the foregoing, if an Event of Default described in clause (vii) of this Section
9.01 shall occur and the Securities Administrator fails to make such Advance
described in clause (vii), the Trustee shall, by notice in writing to the
Master
Servicer, which may be delivered by telecopy, immediately terminate all of
the
rights and obligations of the Master Servicer thereafter arising under this
Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Advances and other advances of its
own
funds, and the Trustee shall act as provided in Section 8.02 to carry out
the
duties of the Master Servicer, including the obligation to make any Advance
the
nonpayment of which was an Event of Default described in clause (vii) of
this
Section 9.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.
Section
9.02 Trustee
to Act; Appointment of Successor.
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 9.01 hereof the Trustee shall automatically become the successor
to the
Master Servicer with respect to the transactions set forth or provided for
herein and after a transition period (not to exceed 90 days), shall have
all the
rights and powers of, and be subject to all the responsibilities, duties
and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof; provided, however, that the Company shall have the right
to
either (a) immediately assume the duties of the Master Servicer or (b) select
a
successor Master Servicer; provided, further, however that, pursuant to Article
VI hereof, the Trustee in its capacity as successor Master Servicer shall
be
responsible for making any Advances required to be made by the Master Servicer
immediately upon the termination of the Master Servicer and any such Advance
shall be made on the Distribution Date on which such Advance was required
to be
made by the predecessor Master Servicer. Effective on the date of such notice
of
termination, as compensation therefor, the Trustee shall be entitled to all
compensation, reimbursement of expenses and indemnifications that the Master
Servicer would have been entitled to if it had continued to act hereunder,
provided, however, that the Trustee shall not be (i) liable for any acts
or
omissions of the Master Servicer, (ii) obligated to make Advances if it is
prohibited from doing so under applicable law, (iii) responsible for expenses
of
the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit
losses
on any Permitted Investment directed by the Master Servicer. Notwithstanding
the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall,
if it
is prohibited by applicable law from making Advances pursuant to Article
VI or
if it is otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
the
appointment of which does not adversely affect the then current rating of
the
Certificates by each Rating Agency as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Any Successor Master Servicer
shall (i) be an institution that is a Xxxxxx Xxx and Freddie Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000
and (ii) be willing to act as successor servicer of any Mortgage Loans under
this Agreement or the related Servicing Agreement with respect to which the
Company or the original Servicer has been terminated as servicer, and shall
have
executed and delivered to the Depositor, the Trustee an agreement accepting
such
delegation and assignment, that contains an assumption by such Person of
the
rights, powers, duties, responsibilities, obligations and liabilities of
the
Master Servicer (other than any liabilities of the Master Servicer hereof
incurred prior to termination of the Master Servicer under Section 9.01 or
as
otherwise set forth herein), with like effect as if originally named as a
party
to this Agreement, provided that each Rating Agency shall have acknowledged
in
writing that its rating of the Certificates in effect immediately prior to
such
assignment and delegation will not be qualified or reduced as a result of
such
assignment and delegation. If the Trustee assumes the duties and
responsibilities of the Master Servicer in accordance with this Section 9.02,
the Trustee shall not resign as Master Servicer until a Successor Master
Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee,
unless
the Trustee is prohibited by law from so acting, shall, subject to Section
4.04
hereof, act in such capacity as hereinabove provided. In connection with
such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans or otherwise
as
it and such successor shall agree; provided that no such compensation unless
agreed to by the Certificateholders shall be in excess of that permitted
the
Master Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate
any
such succession. Neither the Trustee nor any other Successor Master Servicer
shall be deemed to be in default hereunder by reason of any failure to make,
or
any delay in making, any distribution hereunder or any portion thereof or
any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer and
the
Securities Administrator to deliver or provide, or any delay in delivering
or
providing, any cash, information, documents or records to it.
The
costs
and expenses of the Trustee in connection with the termination of the Master
Servicer, appointment of a Successor Master Servicer and, if applicable,
any
transfer of servicing, including, without limitation, all costs and expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee or the Successor Master Servicer to service
the
related Mortgage Loans properly and effectively, to the extent not paid by
the
terminated Master Servicer, shall be payable to the Trustee pursuant to Section
10.05. Any successor to the Master Servicer as successor servicer under any
Subservicing Agreement shall give notice to the applicable Mortgagors of
such
change of servicer and shall, during the term of its service as successor
servicer maintain in force the policy or policies that the Master Servicer
is
required to maintain pursuant to Section 4.04.
Section
9.03 Notification
to Certificateholders and Rating Agencies.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the
Trustee
shall give prompt written notice thereof to Certificateholders and to each
Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders notice of each such Event of Default hereunder
actually known to a Responsible Officer of the Trustee, unless such Event
of
Default shall have been cured or waived.
Section
9.04 Waiver
of
Defaults.
The
Trustee shall transmit by mail to all Certificateholders, within 60 days
after
the occurrence of any Event of Default actually known to a Responsible Officer
of the Trustee, unless such Event of Default shall have been cured, notice
of
each such Event of Default hereunder known to the Trustee. Holders of
Certificates evidencing not less than 51% of the Voting Rights may, on behalf
of
all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except
a
default in the making of or the causing to be made of any required distribution
on the Certificates. Upon any such waiver of a past default, such default
shall
be deemed to cease to exist, and any Event of Default arising therefrom shall
be
deemed to have been timely remedied for every purpose of this Agreement.
No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Trustee
shall
give notice of any such waiver to the Rating Agencies.
Section
9.05 Company
Default.
In
case
one or more of the following events of default by the Company (each, a “Company
Default”) shall occur and be continuing, that is to say:
(i) any
failure by the Company to remit to the Securities Administrator any payment
including any Advance required to be made under the terms of this Agreement
on
any Remittance Date; or
(ii) failure
on the part of the Company duly to observe or perform in any material respect
any other of the covenants or agreements (other than Sections 3.13 or 3.14)
on
the part of the Company set forth in this Agreement, the breach of which
has a
material adverse effect and which continue unremedied for a period of sixty
days
(except that such number of days shall be fifteen in the case of a failure
to
pay any premium for any insurance policy required to be maintained under
this
Agreement and such failure shall be deemed to have a material adverse effect)
after the date on which written notice of such failure, requiring the same
to be
remedied, shall have been given to the Company by the Master Servicer;
or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall
have been entered against the Company and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty days;
or
(iv) the
Company shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
of
assets and liabilities or similar proceedings of or relating to the Company
or
of or relating to all or substantially all of its property; or
(v) the
Company shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vi) the
Company attempts to assign its right to servicing compensation hereunder
or the
Company attempts to sell or otherwise dispose of all or substantially all
of its
property or assets or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion thereof except
as
otherwise permitted herein;
(vii) the
Company ceases to be qualified to transact business in any jurisdiction where
it
is currently so qualified, but only to the extent such non-qualification
materially and adversely affects the Company’s ability to perform its
obligations hereunder; or
(viii) failure
by the Company to duly perform, within the required time period, its obligations
under Sections 4.16, 4.17 or Section 4.18;
then,
and
in each and every such case, so long as a Company Default shall not have
been
remedied, the Master Servicer, by notice in writing to the Company may, in
addition to whatever rights the Master Servicer and the Trustee on behalf
of the
Certificateholders may have under Section 8.03 and at law or equity to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Company under this Agreement and in and to the EMC
Mortgage Loans and the proceeds thereof without compensating the Company
for the
same. On or after the receipt by the Company of such written notice, all
authority and power of Company under this Agreement, whether with respect
to the
EMC Mortgage Loans or otherwise, shall pass to and be vested in the Master
Servicer. Upon written request from the Master Servicer, the Company shall
prepare, execute and deliver, any and all documents and other instruments,
place
in the Master Servicer’s possession all Mortgage Files relating to the EMC
Mortgage Loans, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether
to
complete the transfer and endorsement or assignment of the EMC Mortgage Loans
and related documents, or otherwise, at the Company’s sole expense. The Company
agrees to pay any costs and expenses incurred by the Master Servicer in
accordance with Section 4.03(c) and to cooperate with the Master Servicer
in
effecting the termination of the Company’s responsibilities and rights
hereunder, including, without limitation, the transfer to such successor
for
administration by it of all cash amounts which shall at the time be credited
by
the Company to its Protected Account or Escrow Account or thereafter received
with respect to the EMC Mortgage Loans or any related REO Property.
Section
9.06 Waiver
of
Company Defaults.
The
Master Servicer, with the consent of the Trustee may waive only by written
notice any default by the Company in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past default, such
default shall cease to exist, and any Company Default arising therefrom shall
be
deemed to have been remedied for every purpose of this Agreement. No such
waiver
shall extend to any subsequent or other default or impair any right consequent
thereon except to the extent expressly so waived in writing.
ARTICLE
X
CONCERNING
THE TRUSTEE AND THE
SECURITIES
ADMINISTRATOR
Section
10.01 Duties
of
Trustee and Securities Administrator.
(a) The
Trustee, prior to the occurrence of an Event of Default and after the curing
or
waiver of all Events of Default which may have occurred, and the Securities
Administrator each undertake to perform such duties and only such duties
as are
specifically set forth in this Agreement as duties of the Trustee and the
Securities Administrator, respectively. If an Event of Default has occurred
and
has not been cured or waived, the Trustee shall exercise such of the rights
and
powers vested in it by this Agreement, and the same degree of care and skill
in
their exercise, as a prudent person would exercise under the circumstances
in
the conduct of such Person’s own affairs.
(b) Upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to
be
furnished to the Trustee or the Securities Administrator pursuant to any
provision of this Agreement, the Trustee or the Securities Administrator,
respectively, shall examine them to determine whether they are, on their
face,
in the form required by this Agreement; provided, however, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Master Servicer; provided, further,
that neither the Trustee nor the Securities Administrator shall be responsible
for the accuracy or verification of any calculation provided to it pursuant
to
this Agreement.
(c) On
each
Distribution Date, the Securities Administrator shall make monthly distributions
and the final distribution to the Certificateholders from funds in the
Distribution Account as provided in Sections 6.04 and 11.02 herein based
solely
on the applicable Remittance Report.
(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 with respect to the Trustee
and
at all times with respect to the Securities Administrator, the duties and
obligations of the Trustee and the Securities Administrator shall be determined
solely by the express provisions of this Agreement, neither the Trustee nor
the
Securities Administrator shall be liable except for the performance of their
respective duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee or the Securities Administrator and, in the absence of
bad
faith on the part of the Trustee or the Securities Administrator, respectively,
the Trustee or the Securities Administrator, respectively, may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee
or
the Securities Administrator, respectively, and conforming to the requirements
of this Agreement;
(ii) Neither
the Trustee nor the Securities Administrator shall be liable in its individual
capacity for an error of judgment made in good faith by a Responsible Officer
or
Responsible Officers of the Trustee or an officer or officers of the Securities
Administrator, respectively, unless it shall be proved that the Trustee or
the
Securities Administrator, respectively, was negligent in ascertaining the
pertinent facts;
(iii) Neither
the Trustee nor the Securities Administrator shall be liable with respect
to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the directions of the Holders of Certificates evidencing not less than
25%
of the aggregate Voting Rights of the Certificates (or such other percentage
as
specifically set forth herein), if such action or non-action relates to the
time, method and place of conducting any proceeding for any remedy available
to
the Trustee or the Securities Administrator, respectively, or exercising
any
trust or other power conferred upon the Trustee or the Securities Administrator,
respectively, under this Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice
or
knowledge of any default or Event of Default unless a Responsible Officer
of the
Trustee shall have actual knowledge thereof. In the absence of such notice,
the
Trustee may conclusively assume there is no such default or Event of
Default;
(v) The
Securities Administrator shall not in any way be liable by reason of any
insufficiency in any Account held in the name of Trustee unless it is determined
by a court of competent jurisdiction in a non-appealable judgment that the
Securities Administrator’s gross negligence or willful misconduct was the
primary cause of such insufficiency (except to the extent that the Securities
Administrator is obligor and has defaulted thereon);
(vi) The
Trustee shall not in any way be liable by reason of any insufficiency in
any
Account held in the name of Trustee unless it is determined by a court of
competent jurisdiction in a non-appealable judgment 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);
(vii) Anything
in this Agreement to the contrary notwithstanding, in no event shall the
Trustee
or the Securities Administrator be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee or the Securities Administrator, respectively,
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action; and
(viii) None
of
the Securities Administrator, the Master Servicer, the Seller, the Depositor
or
the Trustee shall be responsible for the acts or omissions of the other,
it
being understood that this Agreement shall not be construed to render them
partners, joint venturers or agents of one another.
Neither
the Trustee nor the Securities Administrator shall be required to expend
or risk
its own funds or otherwise incur financial liability in the performance of
any
of its duties hereunder, or in the exercise of any of its rights or powers,
if
there is reasonable ground for believing that the repayment of such funds
or
adequate indemnity against such risk or liability is not reasonably assured
to
it, and none of the provisions contained in this Agreement shall in any event
require the Trustee or the Securities Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer or the Company hereunder or any Servicer under the related
Servicing Agreement.
(e) All
funds
received by the Securities Administrator and required to be deposited in
the
Distribution Account pursuant to this Agreement shall be promptly so deposited
by the Securities Administrator.
Section
10.02 Certain
Matters Affecting the Trustee and the Securities Administrator.
(a) Except
as
otherwise provided in Section 10.01:
(i) The
Trustee and the Securities Administrator may rely and shall be protected
in
acting or refraining from acting in reliance on any resolution or certificate
of
the Seller, the Company, the Master Servicer or the related Servicer, any
certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee and the Securities Administrator may consult with counsel and any
advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered
or
omitted by it hereunder in good faith and in accordance with such advice
or
Opinion of Counsel;
(iii) Neither
the Trustee nor the Securities Administrator shall be under any obligation
to
exercise any of the trusts or powers vested in it by this Agreement, other
than
its obligation to give notices pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee or the Securities Administrator, as applicable, reasonable security
or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the
Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it
by this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) Prior
to
the occurrence of an Event of Default hereunder and after the curing or waiver
of all Events of Default which may have occurred with respect to the Trustee
and
at all times with respect to the Securities Administrator, neither the Trustee
nor the Securities Administrator shall be liable in its individual capacity
for
any action taken, suffered or omitted by it in good faith and believed by
it to
be authorized or within the discretion or rights or powers conferred upon
it by
this Agreement;
(v) Neither
the Trustee nor the Securities Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to
do so
by Holders of Certificates evidencing not less than 25% of the aggregate
Voting
Rights of the Certificates and provided that the payment within a reasonable
time to the Trustee or the Securities Administrator, as applicable, of the
costs, expenses or liabilities likely to be incurred by it in the making
of such
investigation is, in the opinion of the Trustee or the Securities Administrator,
as applicable, reasonably assured to the Trustee or the Securities
Administrator, as applicable, by the security afforded to it by the terms
of
this Agreement. The Trustee or the Securities Administrator may require
reasonable indemnity against such expense or liability as a condition to
taking
any such action. The reasonable expense of every such examination shall be
paid
by the Certificateholders requesting the investigation;
(vi) The
Trustee and the Securities Administrator may execute any of the trusts or
powers
hereunder or perform any duties hereunder either directly or through Affiliates,
agents or attorneys; provided, however, that the Trustee may not appoint
any
paying agent other than the Securities Administrator to perform any paying
agent
functions under this Agreement without the express written consent of the
Master
Servicer, which consents will not be unreasonably withheld. Neither the Trustee
nor the Securities Administrator shall be liable or responsible for the
misconduct or negligence of any of the Trustee’s or the Securities
Administrator’s agents or attorneys or paying agent appointed hereunder by the
Trustee or the Securities Administrator with due care and, when required,
with
the consent of the Master Servicer;
(vii) Should
the Trustee or the Securities Administrator deem the nature of any action
required on its part to be unclear, the Trustee or the Securities Administrator,
respectively, may require prior to such action that it be provided by the
Depositor with reasonable further instructions; the right of the Trustee
or the
Securities Administrator to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and neither the Trustee nor the
Securities Administrator shall be accountable for other than its negligence
or
willful misconduct in the performance of any such act;
(viii) Neither
the Trustee nor the Securities Administrator shall be required to give any
bond
or surety with respect to the execution of the trust created hereby or the
powers granted hereunder, except as provided in Subsection 10.07;
and
(ix) Neither
the Trustee nor the Securities Administrator shall have any duty to conduct
any
affirmative investigation as to the occurrence of any condition requiring
the
repurchase of any Mortgage Loan by any Person pursuant to this Agreement,
or the
eligibility of any Mortgage Loan for purposes of this Agreement.
(b) The
Trustee is hereby directed by the Depositor to execute and deliver the Insurance
Agreement.
Section
10.03 Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Securities Administrator on the Certificates)
shall be taken as the statements of the Depositor, and neither the Trustee
nor
the Securities Administrator shall have any responsibility for their
correctness. Neither the Trustee nor the Securities Administrator makes
any
representation as to the validity or sufficiency of the Certificates (other
than
the signature and countersignature of the Securities Administrator on
the Certificates) or of any Mortgage Loan except as expressly provided
in
Sections 2.02 and 2.06 hereof; provided, however, that the foregoing shall
not
relieve the Trustee, or the Custodian on its behalf, of the obligation
to review
the Mortgage Files pursuant to Section 2.02 of this Agreement. Neither
the
Trustee or the Securities Administrator shall be accountable for the use
or
application by the Depositor of any of the Certificates or of the proceeds
of
such Certificates, or for the use or application of any funds paid to the
Depositor with respect to the Mortgage Loans. Subject to Section 2.06,
neither
the Trustee nor the Securities Administrator shall be responsible for the
legality or validity of this Agreement or any document or instrument relating
to
this Agreement, the validity of the execution of this Agreement or of any
supplement hereto or instrument of further assurance, or the validity,
priority,
perfection or sufficiency of the security for the Certificates issued hereunder
or intended to be issued hereunder. Neither the Trustee nor the Securities
Administrator shall at any time have any responsibility or liability for
or with
respect to the legality, validity and enforceability of any Mortgage or
any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed
to
Certificateholders, under this Agreement. Neither the Trustee nor the Securities
Administrator shall have any responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise
perfect
or maintain the perfection of any security interest or lien granted to
it
hereunder or to record this Agreement.
Section
10.04 Trustee
and Securities Administrator May Own Certificates.
Each
of
the Trustee and the Securities Administrator in its individual capacity or
in
any capacity other than as Trustee or Securities Administrator hereunder
may
become the owner or pledgee of any Certificates with the same rights it would
have if it were not the Trustee or the Securities Administrator, as applicable,
and may otherwise deal with the parties hereto.
Section
10.05 Trustee’s
and Securities Administrator’s Fees and Expenses.
The
fees
and expenses of the Trustee and the Securities Administrator shall be paid
in
accordance with a side letter agreement with the Master Servicer and at the
expense of the Master Servicer. In addition, the Trustee and the Securities
Administrator shall be entitled to recover from the Distribution Account
pursuant to Section 5.08 all reasonable out-of-pocket expenses, disbursements
and advances and the expenses of the Trustee and the Securities Administrator,
respectively, in connection with any Event of Default, any breach of this
Agreement or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by the Trustee or the Securities
Administrator, respectively, in the administration of the trusts hereunder
(including the reasonable compensation, expenses and disbursements of its
counsel) except any such expense, disbursement or advance as may arise from
its
negligence or intentional misconduct or which is the responsibility of the
Certificateholders or the Trust Fund hereunder. If funds in the Distribution
Account are insufficient therefor, the Trustee and the Securities Administrator
shall recover such expenses, disbursements or advances from the Depositor
and
the Depositor hereby agrees to pay such expenses, disbursements or advances
upon
demand. Such compensation and reimbursement obligation shall not be limited
by
any provision of law in regard to the compensation of a trustee of an express
trust.
Section
10.06 Eligibility
Requirements for Trustee and Securities Administrator.
The
Trustee and any successor Trustee and the Securities Administrator and any
successor Securities Administrator shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association
organized and doing business under the laws of a state or the United States
of
America, authorized under such laws to exercise corporate trust powers, having
a
combined capital and surplus and undivided profits of at least $40,000,000
or,
in the case of a successor Trustee, $50,000,000, subject to supervision or
examination by federal or state authority and, in the case of the Trustee,
rated
“BBB” or higher by Fitch, Inc. with respect to their long-term rating and rated
“BBB” or higher by Standard & Poor’s 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 10.10, rated in one of the two highest long-term debt
categories of, or otherwise acceptable to, each of the Rating Agencies (which
consent shall not be unreasonably withheld). The Trustee shall not be an
Affiliate of the Master Servicer. If the Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section
10.06
the combined capital and surplus of such corporation shall be deemed to be
its
total equity capital (combined capital and surplus) as set forth in its most
recent report of condition so published. In case at any time the Trustee
or the
Securities Administrator, as applicable, shall cease to be eligible in
accordance with the provisions of this Section 10.06, the Trustee or the
Securities Administrator shall resign immediately in the manner and with
the
effect specified in Section 10.08.
Section
10.07 Insurance.
The
Trustee and the Securities Administrator, at their own expense, shall at
all
times maintain and keep in full force and effect: (i) fidelity insurance,
(ii)
theft of documents insurance and (iii) forgery insurance (which may be
collectively satisfied by a “Financial Institution Bond” and/or a “Bankers’
Blanket Bond”). All such insurance shall be in amounts, with standard coverage
and subject to deductibles, as are customary for insurance typically maintained
by banks or their affiliates which act as custodians for investor-owned mortgage
pools. A certificate of an officer of the Trustee or the Securities
Administrator as to the Trustee’s or the Securities Administrator’s,
respectively, compliance with this Section 10.07 shall be furnished to any
Certificateholder upon reasonable written request.
Section
10.08 Resignation
and Removal of Trustee and Securities Administrator.
The
Trustee and the Securities Administrator may at any time resign (including,
in
the case of the Securities Administrator, in connection with the resignation
or
termination of the Master Servicer) and be discharged from the Trust hereby
created by giving written notice thereof to the Depositor, the 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.
If
at any
time (i) the Trustee or the Securities Administrator shall cease to be eligible
in accordance with the provisions of Section 10.06 hereof and shall fail
to
resign after written request thereto by the Depositor, (ii) the Trustee or
the
Securities Administrator shall become incapable of acting, or shall be adjudged
as bankrupt or insolvent, or a receiver of the Trustee or the Securities
Administrator or of its property shall be appointed, or any public officer
shall
take charge or control of the Trustee or the Securities Administrator or
of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund
by any
state in which the Trustee or the Securities Administrator or the Trust Fund
is
located, (B) the imposition of such tax would be avoided by the appointment
of a
different trustee or securities administrator and (C) the Trustee or the
Securities Administrator, as applicable fails to indemnify the Trust Fund
against such tax, then the Depositor or the Master Servicer may remove the
Trustee or the Securities Administrator, as applicable, and appoint a successor
trustee or successor securities administrator, as applicable, by written
instrument, in multiple copies, a copy of which instrument shall be delivered
to
the Trustee, the Securities Administrator, each Master Servicer and the
successor trustee or successor securities administrator, as
applicable.
The
Holders evidencing at least 51% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee or Securities Administrator
and
appoint a successor trustee or securities administrator by written instrument
or
instruments, in multiple copies, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments
shall
be delivered by the successor trustee or successor securities administrator
to
each of the Master Servicer, the Trustee or Securities Administrator so removed
and the successor trustee or securities administrator so appointed. Notice
of
any removal of the Trustee or Securities Administrator shall be given to
each
Rating Agency by the Trustee or successor trustee.
Any
resignation or removal of the Trustee or Securities Administrator and
appointment of a successor trustee or securities administrator pursuant to
any
of the provisions of this Section 10.08 shall become effective upon acceptance
of appointment by the successor trustee or securities administrator as provided
in Section 10.09 hereof.
Section
10.09 Successor
Trustee or Securities Administrator.
Any
successor trustee or securities administrator appointed as provided in Section
10.08 hereof shall execute, acknowledge and deliver to the Depositor and
to its
predecessor trustee or predecessor securities administrator, as applicable,
and
the Master Servicer an instrument accepting such appointment hereunder and
thereupon the resignation or removal of the predecessor trustee or securities
administrator shall become effective and such successor trustee or securities
administrator, without any further act, deed or conveyance, shall become
fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee or securities
administrator herein.
No
successor trustee or securities administrator shall accept appointment as
provided in this Section 10.09 unless at the time of such acceptance such
successor trustee or securities administrator shall be eligible under the
provisions of Section 10.06 hereof and its appointment shall not adversely
affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee or securities administrator
as
provided in this Section 10.09, the successor trustee or securities
administrator shall mail notice of the succession of such trustee or securities
administrator hereunder to all Holders of Certificates. If the successor
trustee
or securities administrator fails to mail such notice within ten days after
acceptance of appointment, the Depositor shall cause such notice to be mailed
at
the expense of the Trust Fund.
Section
10.10 Merger
or
Consolidation of Trustee or Securities Administrator.
Any
corporation, state bank or national banking association into which the Trustee
or the Securities Administrator may be merged or converted or with which
it may
be consolidated or any corporation, state bank or national banking association
resulting from any merger, conversion or consolidation to which the Trustee
or
the Securities Administrator shall be a party, or any corporation, state
bank or
national banking association succeeding to substantially all of the corporate
trust business of the Trustee or of the business of the Securities
Administrator, shall be the successor of the Trustee or the Securities
Administrator hereunder, provided that such corporation shall be eligible
under
the provisions of Section 10.06 hereof without the execution or filing of
any
paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.
Section
10.11 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust
Fund
or property securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and
to vest in such Person or Persons, in such capacity and for the benefit of
the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 10.11,
such
powers, duties, obligations, rights and trusts as the Master Servicer and
the
Trustee may consider necessary or desirable. If the Master Servicer shall
not
have joined in such appointment within 15 days after the receipt by it of
a
request to do so, or in the case an Event of Default shall have occurred
and be
continuing, the Trustee alone shall have the power to make such appointment.
No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor trustee under Section 10.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 10.09.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) All
rights, powers, duties and obligations conferred or imposed upon the Trustee,
except for the obligation of the Trustee under this Agreement to advance
funds
on behalf of the Master Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is
not
authorized to act separately without the Trustee joining in such act), except
to
the extent that under any law of any jurisdiction in which any particular
act or
acts are to be performed (whether a Trustee hereunder or as a Successor Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof
in any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) The
Trustee may at any time accept the resignation of or remove any separate
trustee
or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to
have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
X.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately,
as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct
of, affecting the liability of, or affording protection to, the Trustee.
Every
such instrument shall be filed with the Trustee and a copy thereof given
to the
Master Servicer and the Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co- trustee shall
die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by
the
Trustee, to the extent permitted by law, without the appointment of a new
or
successor trustee.
Section
10.12 Tax
Matters.
It
is
intended that the Trust Fund shall constitute one or more REMICs, and that
the
affairs of the Trust Fund shall be conducted so that each REMIC formed hereunder
qualifies as a “real estate mortgage investment conduit” as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Securities Administrator covenants and agrees that it shall act as agent
for so
long as it is also Master Servicer (and the Securities Administrator is hereby
appointed to act as agent) on behalf of the Trust Fund. The Trustee and/or
the
Securities Administrator, as agent on behalf of the Trust Fund, shall do
or
refrain from doing, as applicable, the following: (a) the Securities
Administrator shall prepare and file, or cause to be prepared and filed,
in a
timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
(Form 1066 or any successor form adopted by the Internal Revenue Service)
and
prepare and file or cause to be prepared and filed with the Internal Revenue
Service and applicable state or local tax authorities income tax or information
returns for each taxable year with respect to each such REMIC containing
such
information and at the times and in the manner as may be required by the
Code or
state or local tax laws, regulations or rules, and furnish or cause to be
furnished, to Certificateholders the schedules, statements or information
at
such times and in such manner as may be required thereby; (b) the Securities
Administrator shall apply for an employer identification number with the
Internal Revenue Service via a Form SS-4 or other comparable method for each
REMIC that is or becomes a taxable entity, and within thirty days of the
Closing
Date, furnish or cause to be furnished to the Internal Revenue Service on
Forms
8811 or as otherwise may be required by the Code, the name, title, address,
and
telephone number of the person that the Holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such form, and update such information at the time
or
times in the manner required by the Code for the Trust Fund; (c) the Trustee
shall make, or cause to be made, elections on behalf of each REMIC formed
hereunder to be treated as a REMIC on the federal tax return of such REMIC
for
its first taxable year (and, if necessary, under applicable state law); (d)
the
Securities Administrator shall prepare and forward, or cause to be prepared
and
forwarded, to the Certificateholders and to the Internal Revenue Service
and, if
necessary, state tax authorities, all information returns and reports as
and
when required to be provided to them in accordance with the REMIC Provisions,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (e) the Securities Administrator shall provide
information necessary for the computation of tax imposed on the transfer
of a
Residual Certificate to a Person that is not a Permitted Transferee, or an
agent
(including a broker, nominee or other middleman) of a Person that is not
a
Permitted Transferee, or a pass-through entity in which a Person that is
not a
Permitted Transferee is the record Holder of an interest (the reasonable
cost of
computing and furnishing such information may be charged to the Person liable
for such tax); (f) each of the Securities Administrator and the Trustee shall,
to the extent under its control, conduct the affairs of the Trust Fund at
all
times that any Certificates are outstanding so as to maintain the status
of each
REMIC formed hereunder as a REMIC under the REMIC Provisions; (g) neither
the
Trustee nor the Securities Administrator shall knowingly or intentionally
take
any action or omit to take any action that would cause the termination of
the
REMIC status of any REMIC formed hereunder; (h) the Securities Administrator
shall pay, from the sources specified in the penultimate paragraph of this
Section 10.12, the amount of any federal, state and local taxes, including
prohibited transaction taxes as described below, imposed on any REMIC formed
hereunder prior to the termination of the Trust Fund when and as the same
shall
be due and payable (but such obligation shall not prevent the Trustee, the
Securities Administrator at the written request of the Trustee, or any other
appropriate Person from contesting any such tax in appropriate proceedings
and
shall not prevent the Securities Administrator from withholding payment of
such
tax, if permitted by law, pending the outcome of such proceedings); (i) the
Trustee shall sign or cause to be signed federal, state or local income tax
or
information returns or any other document prepared by the Securities
Administrator pursuant to this Section 10.12 requiring a signature thereon
by
the Trustee; (j) the Securities Administrator shall maintain records relating
to
each REMIC formed hereunder including but not limited to the income, expenses,
assets and liabilities of each such REMIC and adjusted basis of the Trust
Fund
property determined at such intervals as may be required by the Code, as
may be
necessary to prepare the foregoing returns, schedules, statements or
information; (k) the Securities Administrator shall, for federal income tax
purposes, maintain books and records with respect to the REMICs on a calendar
year and on an accrual basis; (l) neither the Trustee nor the Master Servicer
shall enter into any arrangement not otherwise provided for in this Agreement
by
which the REMICs will receive a fee or other compensation for services nor
permit the REMICs to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
investments” as defined in Section 860G(a)(5) of the Code; and (m) as and when
necessary and appropriate, the Trustee, or at the written request of the
Trustee, the Securities Administrator, shall represent the Trust Fund in
any
administrative or judicial proceedings relating to an examination or audit
by
any governmental taxing authority, request an administrative adjustment as
to
any taxable year of any REMIC formed hereunder, enter into settlement agreements
with any governmental taxing agency, extend any statute of limitations relating
to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
formed hereunder in relation to any tax matter involving any such
REMIC.
In
order
to enable each of the Trustee and the Securities Administrator to perform
its
duties as set forth herein, the Depositor shall provide, or cause to be
provided, to the Trustee or the Securities Administrator within 10 days after
the Closing Date all information or data that the Trustee or the Securities
Administrator requests in writing and determines to be relevant for tax purposes
to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of
the Certificates and the related Mortgage Loans. Thereafter, the Depositor
shall
provide to the Trustee or the Securities Administrator promptly upon written
request therefor, any such additional information or data that the Trustee
or
the Securities Administrator may, from time to time, request in order to
enable
the Trustee or the Securities Administrator to perform its duties as set
forth
herein. The Depositor hereby indemnifies each of Trustee and the Securities
Administrator for any losses, liabilities, damages, claims or expenses of
the
Trustee or the Securities Administrator arising from any errors or
miscalculations of the Trustee or the Securities Administrator, as applicable,
that result from any failure of the Depositor to provide, or to cause to
be
provided, accurate information or data to the Trustee or the Securities
Administrator, as applicable, on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F(a)(2)
of the
Code, on the “net income from foreclosure property” of the Trust Fund as defined
in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC
II,
REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section
860G(d)
of the Code, or any other tax is imposed, including, without limitation,
any
federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC
II, REMIC III, REMIC IV or REMIC V and is not paid as otherwise provided
for
herein, such tax shall be paid by (i) the Master Servicer or the Securities
Administrator, if any such tax arises out of or results from a breach by
the
Master Servicer or the Securities Administrator of any of its obligations
under
this Agreement, provided, however, in no event shall the Master Servicer
or the
Securities Administrator have
any
liability (1) for any action or omission that is taken in accordance with
and
compliance with the express terms of, or which is expressly permitted by
the
terms of, this Agreement, (2) for any losses other than those arising out
of a
negligent performance by the Master Servicer or the Securities Administrator
of
its duties and obligations set forth herein, or (3) for any special or
consequential damages to Certificateholders (in addition to payment of principal
and interest on the Certificates), (ii) any party hereto (other than the
Master
Servicer or
the
Securities Administrator) to the extent any such
tax
arises out of or results from a breach by such other party of any of its
obligations under this Agreement or (iii) in all other cases, or in the event
that any liable party hereto fails to honor its obligations under the preceding
clauses (i) or (ii), first with amounts otherwise to be distributed to the
Class
R Certificateholders, and second with amounts otherwise to be distributed
to all
the Holders of the following Certificates in the following order of priority:
first,
to
the
Class B-5 Certificates, second, to the Class B-4 Certificates, third, to
the
Class B-3 Certificates, fourth, to the Class B-2 Certificates, fifth, to
the
Class B-1 Certificates, sixth, to the Class M-3 Certificates, seventh, to
the
Class M-2 Certificates, eighth, to the Class M-1 Certificates, and ninth,
to the
Class A Certificates (pro
rata
based on
the amounts to be distributed). Notwithstanding anything to the contrary
contained herein, to the extent that such tax is payable by the Holder of
any
Certificates, the Securities Administrator is hereby authorized to retain
on any
Distribution Date, from the Holders of the Class R Certificates (and, if
necessary, second, from the Holders of the other Certificates in the priority
specified in the preceding sentence), funds otherwise distributable to such
Holders in an amount sufficient to pay such tax. The Securities Administrator
shall promptly notify in writing the party liable for any such tax of the
amount
thereof and the due date for the payment thereof.
Notwithstanding
anything to the contrary contained herein, to the extent that such tax is
payable by the Holder of any Certificates, the Securities Administrator is
hereby authorized to retain on any Distribution Date, from the Holders of
the
Class R Certificates (and, if necessary, from the Holders of the other related
Certificates in the priority specified in the preceding sentence), funds
otherwise distributable to such Holders in an amount sufficient to pay such
tax.
The Securities Administrator shall include in its Remittance Report instructions
as to distributions to such parties taking into account the priorities described
in the second preceding sentence. The Securities Administrator, on written
request by the Trustee, agrees to promptly notify in writing the party liable
for any such tax of the amount thereof and the due date for the payment
thereof.
The
Trustee and the Securities Administrator each agree that, in the event it
should
obtain any information necessary for the other party to perform its obligations
pursuant to this Section 10.12, it will promptly notify and provide such
information to such other party. Notwithstanding anything in this Agreement
to
the contrary, the Trustee agrees that, in the event that the Trustee obtains
actual knowledge that the Securities Administrator has breached any of its
obligations pursuant to this Section 10.12, the Trustee shall perform such
obligations on its behalf to the extent that the Trustee possesses all documents
necessary to so perform and receives reasonable compensation therefor, provided,
however, that the Trustee shall not be liable for any losses resulting from
any
such breach.
ARTICLE
XI
TERMINATION
Section
11.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
Subject
to Section 11.03, the obligations and responsibilities of the Depositor,
the
Master Servicer, the Securities
Administrator
and the
Trustee created hereby with respect to the Trust Fund shall terminate upon
the
earlier of (a) the exercise of the Majority Class C Certificateholder (or
its
designee) of its right to repurchase all of the Mortgage Loans (and REO
Properties) remaining in the Trust Fund at a price (the “Mortgage Loan Purchase
Price”) equal to the sum of (i) 100% of the Stated Principal Balance of each
Mortgage Loan (other than in respect of REO Property), (ii) accrued interest
thereon at the applicable Mortgage Rate to, but not including, the first
day of
the month of such purchase, (iii) the appraised value of any REO Property
in the
Trust Fund (up to the Stated Principal Balance of the related Mortgage Loan),
such appraisal to be conducted by an appraiser mutually agreed upon by the
Master Servicer and the Trustee, and (iv) unreimbursed out-of pocket costs
of
the Company, the Servicers or the Master Servicer, including unreimbursed
servicing advances and the principal portion of any unreimbursed Advances,
made
on the Mortgage Loans prior to the exercise of such repurchase right, (v)
any
unreimbursed costs and expenses of the Trustee and the Securities Administrator
payable pursuant to Section 10.05, and (b) the later of (i) the maturity
or
other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund and the disposition of all REO Property
and
(ii) the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event
shall
the trusts created hereby continue beyond the earlier of (i) the expiration
of
21 years from the death of the last survivor of the descendants of Xxxxxx
X.
Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof and (ii) the Latest Possible Maturity
Date.
The
right
to repurchase all Mortgage Loans and REO Properties by the Majority Class
C
Certificateholder pursuant to clause (a) in the preceding paragraph shall
be
conditioned upon the Stated Principal Balance of all of the Mortgage Loans
in
the Trust Fund, at the time of any such repurchase, aggregating 10% or less
of
the aggregate Cut-off Date Principal Balance of all of the Mortgage Loans.
Section
11.02 Final
Distribution on the Certificates.
If
on any
Determination Date, (i) the Master Servicer determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund
other
than the funds in the Distribution Account, the Master Servicer shall
direct
the
Securities
Administrator to send a final distribution notice promptly to each
Certificateholder or (ii) the Securities Administrator determines that a
Class
of Certificates shall be retired after a final distribution on such Class,
the
Securities Administrator
shall
notify the Certificateholders within five (5) Business Days after such
Determination Date that the final distribution in retirement of such Class
of
Certificates is scheduled to be made on the immediately following Distribution
Date. Any final
distribution made pursuant to the immediately preceding sentence will be
made
only upon presentation
and
surrender of the Certificates at the Corporate Trust Office of the Securities
Administrator. If the Majority Class C Certificateholder elects to terminate
the
Trust Fund pursuant to Section 11.01, at least 20 days prior to the date
notice
is to be mailed to the Certificateholders, the Majority Class C
Certificateholder shall notify the Depositor, the Securities Administrator
and
the Trustee of the date the Majority Class C Certificateholder intends to
terminate the Trust Fund. The Majority Class C Certificateholder shall remit
the
Mortgage Loan Purchase Price to the Securities Administrator on the Business
Day
prior to the Distribution Date for such Optional Termination by the Majority
Class C Certificateholder.
Notice
of
any termination of the Trust Fund, specifying the Distribution Date on which
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Securities
Administrator by letter to Certificateholders mailed not later than two Business
Days after the Determination Date in the month of such final distribution.
Any
such notice shall specify (a) the Distribution Date upon which final
distribution on the Certificates will be made upon presentation and surrender
of
Certificates at the office therein designated, (b) the amount of such final
distribution, (c) the location of the office or agency at which such
presentation and surrender must be made and (d) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being
made
only upon presentation and surrender of the Certificates at the office therein
specified. The Securities Administrator will give such notice to each Rating
Agency at the time such notice is given to Certificateholders.
Upon
such
final deposit with respect to the Trust Fund and the receipt by the Custodian
of
a Request for Release therefor, the Custodian shall promptly release to the
Master Servicer, as applicable the Mortgage Files for the Mortgage Loans
and the
Trustee shall execute and deliver any documents prepared and delivered to
it
which are necessary to transfer any REO Property.
Upon
presentation and surrender of the Certificates, the Securities Administrator
shall distribute to Certificateholders of each Class the amounts allocable
to
such Certificates held in the Distribution Account in the order and priority
set
forth in Section 5.04 hereof on the final Distribution Date and in proportion
to
their respective Percentage Interests.
In
the
event that any affected Certificateholders shall not surrender Certificates
for
cancellation within six months after the date specified in the above mentioned
written notice, the Securities Administrator shall give a second written
notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If
within
six months after the second notice all the applicable Certificates shall
not
have been surrendered for cancellation, the Securities Administrator may
take
appropriate steps, or may appoint an agent to take appropriate steps, to
contact
the remaining Certificateholders concerning surrender of their Certificates,
and
the cost thereof shall be paid out of the funds and other assets that remain
a
part of the Trust Fund. If within one year after the second notice all
Certificates shall not have been surrendered for cancellation, the Class
R
Certificateholders shall be entitled to all unclaimed funds and other assets
of
the Trust Fund that remain subject hereto.
Section
11.03 Additional
Termination Requirements.
(a) Upon
exercise by the Majority Class C Certificateholder of its purchase option
as
provided in Section 11.01, the Trust Fund shall be terminated in accordance
with
the following additional requirements, unless the Trustee and the Securities
Administrator have been supplied with an Opinion of Counsel addressed to
the
Trustee and the Securities Administrator at the expense of the Majority Class
C
Certificateholder to the effect that the failure of the Trust Fund to comply
with the requirements of this Section 11.03 will not (i) result in the
imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(1) The
Majority Class C Certificateholder shall establish a 90-day liquidation period
and notify the Securities Administrator thereof, and the Securities
Administrator shall in turn specify the first day of such period in a statement
attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC
IV
and REMIC V pursuant to Treasury Regulation Section 1.860F-1. The Majority
Class
C Certificateholder shall satisfy all the requirements of a qualified
liquidation under Section 860F of the Code and any regulations thereunder,
as
evidenced by an Opinion of Counsel addressed to the Securities Administrator
and
the Trustee obtained at the expense of the Majority Class C
Certificateholder;
(2) During
such 90-day liquidation period, and at or prior to the time of making the
final
payment on the Certificates, the Securities Administrator on behalf of the
Trustee, shall sell all of the assets of REMIC I for cash; and
(3) At
the
time of the making of the final payment on the Certificates, the Securities
Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Residual Certificates, all cash on hand (other
than cash retained to meet claims), and REMIC I shall terminate at that
time.
(b) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
adoption of a 90-day liquidation period and the adoption of a plan of complete
liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC
V,
which authorization shall be binding upon all successor
Certificateholders.
(c) The
Securities Administrator as agent for each REMIC hereby agrees to adopt and
sign
such a plan of complete liquidation meeting the requirements for a qualified
liquidation under Section 860F of the Code and any regulations thereunder
upon
the written request of the Majority Class C Certificateholder and the receipt
of
the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such
other
action in connection therewith as may be reasonably requested by the Majority
Class C Certificateholder.
ARTICLE
XII
MISCELLANEOUS
PROVISIONS
Section
12.01 Amendment.
This
Agreement may be amended from time to time by parties hereto without the
consent
of any of the Certificateholders to cure any ambiguity, to correct or supplement
any provisions herein (including to give effect to the expectations of
investors), to comply with any changes in the Code, to revise any provisions
to
reflect the obligations of the parties to this Agreement as they relate to
Regulation AB, to change the manner in which the Distribution Account maintained
by the Securities Administrator or the Protected Account maintained by the
Company is maintained or to make such other provisions with respect to matters
or questions arising under this Agreement as shall not be inconsistent with
any
other provisions herein if such action shall not, as evidenced by an Opinion
of
Counsel addressed to the Trustee and the Securities Administrator, adversely
affect in any material respect the interests of any Certificateholder; provided
that any such amendment shall be deemed not to adversely affect in any material
respect the interests of the Certificateholders and no such Opinion of Counsel
shall be required if the Person requesting such amendment obtains a letter
from
each Rating Agency stating that such amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties
hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of each of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V, as a REMIC under the Code or to avoid or minimize
the
risk of the imposition of any tax on any of REMIC I, REMIC II, REMIC III,
REMIC
IV or REMIC V pursuant to the Code that would be a claim against any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V at any time prior to the final
redemption of the Certificates, provided that the Trustee and the Securities
Administrator have been provided an Opinion of Counsel addressed to the Trustee
and the Securities Administrator, which opinion shall be an expense of the
party
requesting such opinion but in any case shall not be an expense of the Trustee,
the Securities Administrator or the Trust Fund, to the effect that such action
is necessary or appropriate to maintain such qualification or to avoid or
minimize the risk of the imposition of such a tax.
This
Agreement may also be amended from time to time by the parties hereto with
the
consent of the Holders of each Class of Certificates affected thereby evidencing
over 50% of the Voting Rights of such Class or Classes for the purpose of
adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders
of
Certificates; provided that no such amendment shall (i) reduce in any manner
the
amount of, or delay the timing of, payments required to be distributed on
any
Certificate without the consent of the Holder of such Certificate, (ii) cause
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to cease to qualify
as
a REMIC or (iii) reduce the aforesaid percentages of Certificates of each
Class
the Holders of which are required to consent to any such amendment without
the
consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel addressed to the Trustee, which opinion shall be an expense of the
party
requesting such amendment but in any case shall not be an expense of the
Trustee
or the Securities Administrator, to the effect that such amendment will not
(other than an amendment pursuant to clause (ii) of, and in accordance with,
the
preceding paragraph) cause the imposition of any tax on REMIC I, REMIC II,
REMIC
III, REMIC IV or REMIC V or the Certificateholders or cause REMIC I, REMIC
II,
REMIC III, REMIC IV or REMIC V to cease to qualify as a REMIC at any time
that
any Certificates are outstanding. Further, nothing in this Agreement shall
require the Trustee to enter into an amendment without receiving an Opinion
of
Counsel, satisfactory to the Trustee (i) that such amendment is permitted
and is
not prohibited by this Agreement and (ii) that all requirements for amending
this Agreement (including any consent of the applicable Certificateholders)
have
been complied with.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Securities Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder
and
each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section
to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Securities Administrator may prescribe.
Section
12.02 Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all of the counties
or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office
or
elsewhere. The Master Servicer shall effect such recordation at the Trust’s
expense upon the request in writing of a Certificateholder, but only if such
direction is accompanied by an Opinion of Counsel (provided at the expense
of
the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any
number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
12.03 Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH
LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
Section
12.04 Intention
of Parties.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Notes,
Mortgages, assignments of Mortgages, title insurance policies and any
modifications, extensions and/or assumption agreements and private mortgage
insurance policies relating to the Mortgage Loans by the Seller to the
Depositor, and by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Depositor or the Trustee, as applicable. It
is,
further, not the intention of the parties that such conveyance be deemed
a
pledge thereof by the Seller to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Seller or the Depositor, as
applicable, or if for any other reason the Mortgage Loan Purchase Agreement
or
this Agreement is held or deemed to create a security interest in such assets,
then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) the conveyance provided for in the
Mortgage Loan Purchase Agreement from the Seller to the Depositor, and the
conveyance provided for in this Agreement from the Depositor to the Trustee,
shall be deemed to be an assignment and a grant by the Seller or the Depositor,
as applicable, for the benefit of the Certificateholders, of a security interest
in all of the assets that constitute the Trust Fund, whether now owned or
hereafter acquired.
The
Depositor for the benefit of the Certificateholders shall, to the extent
consistent with this Agreement, take such actions as may be necessary to
ensure
that, if this Agreement were deemed to create a security interest in the
assets
of the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and shall be maintained
as such throughout the term of the Agreement.
Section
12.05 Notices.
(a) The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer
of
the Trustee has actual knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of the Master Servicer, the Securities Administrator
or the Trustee and the appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
4.20 and 11.01; and
(v) The
final
payment to Certificateholders.
(b) All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered at or mailed by registered
mail,
return receipt requested, postage prepaid, or by recognized overnight courier,
or by facsimile transmission to a number provided by the appropriate party
if
receipt of such transmission is confirmed to (i) in the case of the Depositor,
Bear Xxxxxxx Asset Backed Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx
Xxxx 00000, Attention: Chief Counsel, and with respect to Regulation AB
notifications to the Depositor at xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in the
case
of the Seller or the Company, EMC Mortgage Xxxxxxxxxxx, XXX Mortgage
Corporation, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000)
000-0000), attention: President or General Counsel or such other address
as may
be hereafter furnished to the other parties hereto by the Master Servicer
in
writing; (iii) in the case of the Trustee, at each Corporate Trust Office
or
such other address as the Trustee may hereafter furnish to the other parties
hereto; (iv) in the case of the Master Servicer or the Securities Administrator,
P. O. Box 98, Columbia, Maryland 21046 (or, for overnight deliveries, 0000
Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000), Attention: BSABS I 2006-AC4 or
such
other address as may be hereafter furnished to the other parties hereto by
the
Securities Administrator in writing, and (v) in the case of the Rating Agencies,
(x) Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Home Equity Monitoring and (y) Standard & Poor’s, 00 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Surveillance
Group. Any notice delivered to the Seller, the Master Servicer, the Securities
Administrator or the Trustee under this Agreement shall be effective only
upon
receipt. Any notice required or permitted to be mailed to a Certificateholder,
unless otherwise provided herein, shall be given by first-class mail, postage
prepaid, at the address of such Certificateholder as shown in the Certificate
Register; any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section
12.06 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section
12.07 Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided pursuant to
Section 8.07, this Agreement may not be assigned by the Master Servicer,
the
Seller or the Depositor.
Section
12.08 Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund,
or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party
by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of
any
provisions of this Agreement to institute any suit, action or proceeding
in
equity or at law upon or under or with respect to this Agreement, unless
such
Holder previously shall have given to the Trustee or the Securities
Administrator, as appropriate, a written notice of an Event of Default and
of
the continuance thereof, as hereinbefore provided, the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates
shall also have made written request to the Trustee or the Securities
Administrator, as appropriate to institute such action, suit or proceeding
in
its own name as Trustee or the Securities Administrator, as appropriate,
hereunder and shall have offered to the Trustee or the Securities Administrator,
as appropriate, such reasonable indemnity as it may require against the costs,
expenses, and liabilities to be incurred therein or thereby, and the Trustee
or
the Securities Administrator, as appropriate, for 60 days after its receipt
of
such notice, request and offer of indemnity shall have neglected or refused
to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain
or seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for
the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 12.08, each and every Certificateholder, the
Trustee or the Securities Administrator shall be entitled to such relief
as can
be given either at law or in equity.
Section
12.09 Inspection
and Audit Rights.
The
Master Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Master Servicer’s
normal business hours, to examine all the books of account, records, reports
and
other papers of the Master Servicer relating to the Mortgage Loans, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants selected by the Depositor or the Trustee and
to
discuss its affairs, finances and accounts relating to such Mortgage Loans
with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with
such representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under
this
Section 12.09 shall be borne by the party requesting such inspection, subject
to
such party’s right to reimbursement hereunder (in the case of the Trustee,
pursuant to Section 10.05 hereof).
Section
12.10 Certificates
Nonassessable and Fully Paid.
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust
Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by
the
Securities Administrator pursuant to this Agreement, are and shall be deemed
fully paid.
* * *
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller, the Company,
the Securities Administrator and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the
day and year first above written.
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
|
|||||||
/s/ Xxxxxx X. Xxxxxxxxx, Xx. | |||||||
Name:
Xxxxxx X. Xxxxxxxxx, Xx.
|
|||||||
Title:
Vice President
|
EMC
MORTGAGE CORPORATION,
as
Seller and Company
|
|||||||
/s/ Xxxxxx Xxxxx | |||||||
Name:
Xxxxxx Xxxxx
|
|||||||
Title:
Senior Vice President
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator and Master Servicer
|
|||||||
/s/ Xxxxxxxx X. Xxxxxxxxxx | |||||||
Name:
Xxxxxxxx X. Xxxxxxxxxx
|
|||||||
Title: Assistant
Vice President
|
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
|
|||||||
/s/ Xxxxxxxxx Xxxxxx | |||||||
Name:
Xxxxxxxxx Xxxxxx
|
|||||||
Title:
Assistant Vice President
|
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
this
30th day of June, 2006, before me, a notary public in and for said State,
appeared Xxxxxx X. Xxxxxxxxx, Xx., personally known to me on the basis of
satisfactory evidence to be an authorized representative of Bear Xxxxxxx
Asset
Backed Securities I LLC, one of the companies that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
such limited liability company and acknowledged to me that such limited
liability company executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
/s/ Xxxxxx X. Xxxxx | |
Notary
Public
|
[Notarial
Seal]
STATE
OF MARYLAND
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF BALTIMORE
|
)
|
On
this
30th day of June, 2006, before me, a notary public in and for said State,
appeared Xxxxxxxx X. Xxxxxxxxxx, personally known to me on the basis of
satisfactory evidence to be an authorized representative of Xxxxx Fargo Bank,
National Association that executed the within instrument, and also known
to me
to be the person who executed it on behalf of such national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
/s/ Xxxxxx X. Xxxxxx | |
Notary
Public
|
[Notarial
Seal]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
this
30th day of June, 2006, before me, a notary public in and for said State,
appeared Xxxxxx Xxxxx, personally known to me on the basis of satisfactory
evidence to be an authorized representative of EMC Mortgage Corporation,
one of
the corporations that executed the within instrument, and also known to me
to be
the person who executed it on behalf of such corporation and acknowledged
to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
/s/ Xxxxx Xxxxxxx | |
Notary
Public
|
[Notarial
Seal]
STATE
OF MASSACHUSETTS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF SUFFOLK
|
)
|
On
this
30th day of June, 2006, before me, a notary public in and for said State,
appeared Xxxxxxxxx Xxxxxx, personally known to me on the basis of satisfactory
evidence to be an authorized representative 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 such corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
/s/ Xxxxx X. Xxxxx | |
Notary
Public
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF CLASS A CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
IN
THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
THE
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Certificate
No.1
|
Adjustable
Pass-Through Rate
|
Class
A-[1][2][3] Senior
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
June
1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[_____________]
|
First
Distribution Date:
July
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[_____________]
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[___________]
|
Assumed
Final Distribution Date:
July
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC4
evidencing
a percentage interest in the distributions allocable to the Class A-[1][2][3]
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the
Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association will act as master servicer of the Mortgage Loans (the “Master
Servicer,” which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement, dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as seller and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the 25th day of the calendar
month preceding the month in which a Distribution Date (as hereinafter defined)
occurs to and including the 24th day of the calendar month in which that
Distribution Date occurs on the Certificate Principal Balance hereof at a per
annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding such Distribution Date,
an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in
the
month following the latest scheduled maturity date of any Mortgage Loan and
is
not likely to be the date on which the Certificate Principal Balance of this
Class of Certificates will be reduced to zero.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The Initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate Principal Balance hereof will
be
reduced to the extent of distributions allocable to principal hereon and any
Realized Losses allocable thereto.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee or
the
Securities Administrator is not liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
Depositor, the Master Servicer, the Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
June 30, 2006
|
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
as
Securities Administrator
|
||||||||||||||
By:
|
|||||||||||||||
Authorized
Signatory
|
|||||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class
A-[1][2][3] Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|||||||||||||||
By:
|
|||||||||||||||
Authorized
Signatory
|
|||||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-2
FORM
OF CLASS M CERTIFICATES
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
IN
THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
THE
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE
AGREEMENT.
Certificate
No.1
|
Adjustable
Pass-Through Rate
|
Class
M-[1][2][3] Subordinate
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
June
1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[________________]
|
First
Distribution Date:
July
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[________________]
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_______________]
|
Assumed
Final Distribution Date:
July
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC4
evidencing
a percentage interest in the distributions allocable to the Class M-[1][2][3]
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the
Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association will act as master servicer of the Mortgage Loans (the “Master
Servicer,” which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as seller and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the 25th day of the calendar
month preceding the month in which a Distribution Date (as hereinafter defined)
occurs (or, with respect to the first accrual period, the Closing Date) to
and
including the 24th day of the calendar month in which that Distribution Date
occurs on the Certificate Principal Balance hereof at a per annum rate equal
to
the Pass-Through Rate set forth above and as further described in the Agreement.
The Securities Administrator will distribute on the 25th day of each month,
or,
if such 25th day is not a Business Day, the immediately following Business
Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the Business Day immediately preceding such
Distribution Date, an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if
any)
required to be distributed to the Holders of Certificates of the same Class
as
this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month immediately following the month of the latest scheduled maturity
date of any Mortgage Loan and is not likely to be the date on which the
Certificate Principal Balance of this Class of Certificates will be reduced
to
zero.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The Initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate Principal Balance hereof will
be
reduced to the extent of distributions allocable to principal hereon and any
Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in section 7.02(b) of the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee or
the
Securities Administrator is not liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the
Depositor, the Master Servicer, the Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
June 30, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class M-[1][2][3] Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Securities
Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-3
FORM
OF CLASS B CERTIFICATES
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND]
[CLASS M-3 CERTIFICATES] [,] [AND] [CLASS B-1 CERTIFICATES] [,] [AND] [CLASS
B-2
CERTIFICATES] [,] [CLASS B-3 CERTIFICATES] [,] [AND] [CLASS B-4 CERTIFICATES]
AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
IN
THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
THE
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
HEREIN.
[For
Class B-1, Class B-2, Class B-3 and Class B-4] [UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO
THE
DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
[For
Class B-1, Class B-2, Class B-3 and Class B-4] [EACH HOLDER OF A CERTIFICATE
OR
BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH
IN SECTION 7.02(b) OF THE AGREEMENT.]
[For
Class B-5] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN
COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO
RULE
144A UNDER THE ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,
WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE
OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE)
OR
(3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL
OF
THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR
OF
AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS
OF
THE UNITED STATES. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY
BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE
DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE,
WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR
A
GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH
EFFECT.]
Certificate
No.1
|
Adjustable
Pass-Through Rate
|
Class
B-[1][2][3][4][5] Subordinate
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
June
1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[________________]
|
First
Distribution Date:
July
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[________________]
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_______________]
|
Assumed
Final Distribution Date:
July
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC4
evidencing
a percentage interest in the distributions allocable to the Class
B-[1][2][3][4][5] Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional, one- to four-family, fixed interest rate mortgage
loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the
Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that ___________ is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association will act as master servicer of the Mortgage Loans (the “Master
Servicer,” which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as seller and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
[For
Class B-1, Class B-2, Class B-3 and Class B-4] [Interest on this Certificate
will accrue from and including the 25th day of the calendar month preceding
the
month in which a Distribution Date (as hereinafter defined) occurs (or, with
respect to the first accrual period, the Closing Date) to and including the
24th
day of the calendar month in which that Distribution Date occurs on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above and as further described in the Agreement.
The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the Business Day immediately preceding such
Distribution Date, an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if
any)
required to be distributed to the Holders of Certificates of the same Class
as
this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month immediately following the month of the latest scheduled maturity
date of any Mortgage Loan and is not likely to be the date on which the
Certificate Principal Balance of this Class of Certificates will be reduced
to
zero.]
[For
Class B-5] [Interest on this Certificate will accrue from and including the
25th
day of the calendar month preceding the month in which a Distribution Date
(as
hereinafter defined) occurs (or, with respect to the first accrual period,
the
Closing Date) to and including the 24th day of the calendar month in which
that
Distribution Date occurs on the Certificate Principal Balance hereof at a per
annum rate equal to the Pass-Through Rate set forth above and as further
described in the Agreement. The Securities Administrator will distribute on
the
25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day
of
the month immediately preceding the month of such Distribution date so long
as
this Certificate remains in non book-entry form (and otherwise, the close of
business on the Business Day immediately preceding such Distribution Date)
an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in
the
month following the latest scheduled maturity date of any Mortgage
Loan.]
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The Initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate Principal Balance hereof will
be
reduced to the extent of distributions allocable to principal hereon and any
Realized Losses allocable hereto.
[For
Class B-5] [No transfer of this Class B-5 Certificate will be made unless such
transfer is (i) exempt from the registration requirements of the Securities
Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws and (ii) made in accordance with Section
7.02
of the Agreement. In the event that such transfer is to be made the Securities
Administrator shall register such transfer if, (i) made to a transferee who
has
provided the Securities Administrator with evidence as to its QIB status; or
(ii) (A) the transferor has advised the Securities Administrator in writing
that
the Certificate is being transferred to an Institutional Accredited Investor
and
(B) prior to such transfer the transferee furnishes to the Securities
Administrator an Investment Letter; provided that if based upon an Opinion
of
Counsel to the effect that (A) and (B) above are not sufficient to confirm
that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and other
applicable laws, the Securities Administrator shall as a condition of the
registration of any such transfer require the transferor to furnish such other
certifications, legal opinions or other information prior to registering the
transfer of this Certificate as shall be set forth in such Opinion of
Counsel.]
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in section 7.02(b) of the Agreement.
[For
Class B-5] [This Certificate may not be acquired directly or indirectly by,
or
on behalf of, an employee benefit plan or other retirement arrangement which
is
subject to Title I of the Employee Retirement Income Security Act of 1974,
as
amended, or Section 4975 of the Internal Revenue Code of 1986, as amended,
unless the transferee certifies or represents that the proposed transfer and
holding of a Certificate and the servicing, management and operation of the
trust and its assets: (i) will not result in any prohibited transaction which
is
not covered under an individual or class prohibited transaction exemption,
including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”)
84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (ii) will not give
rise to any additional obligations on the part of the Depositor, the Master
Servicer, the Securities Administrator or the Trustee, which will be deemed
represented by an owner of a Book-Entry Certificate or a Global Certificate,
or
an Opinion of Counsel specified in section 7.02 of the Agreement is provided.
This Certificate is one of a duly authorized issue of Certificates designated
as
set forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.]
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee or
the
Securities Administrator is not liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the
Depositor, the Master Servicer, the Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
June 30, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class B-[1][2][3][4][5] Certificates referred to in the
within-mentioned Agreement.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Securities
Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-4
FORM
OF CLASS
C CERTIFICATES
SOLELY
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN
A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
ACT
(“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN
CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE AGREEMENT (as defined below) AND (B) THE RECEIPT BY THE
SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY
TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF
THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES
ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO
THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate
No. 1
|
Percentage
Interest: 100%
|
Class
C
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
June
1, 2006
|
Aggregate
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[____________]
|
First
Distribution Date:
July
25, 2006
|
Initial
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[____________]
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_______________]
|
Assumed
Final Distribution Date:
July
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC4
evidencing
a percentage interest in the distributions allocable to the Class C Certificates
with respect to a Trust Fund consisting primarily of a pool of conventional,
one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX
ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the
Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that ________________ is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association will act as master servicer of the Mortgage Loans (the “Master
Servicer,” which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement, dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as seller and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of
the
same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date
of
any Mortgage Loan.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit
F,
as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory
to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Trustee, the Securities Administrator or the Master Servicer
in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. Neither the Depositor nor the Securities Administrator is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Securities Administrator, the Depositor, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
satisfactory to the Securities Administrator that the purchase and holding
of
this Certificate are permissible under applicable law, will not constitute
or
result in any non-exempt prohibited transactions under Section 406 ERISA or
Section 4975 of the Code and will not subject the Trustee, Master Servicer,
the
Securities Administrator, or the Depositor to any obligation or liability in
addition to those undertaken in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee or
the
Securities Administrator is not liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator
and
the Trustee and any agent of any of them may treat the Person in whose name
this
Certificate is registered as the owner hereof for all purposes, and none of
the
Depositor, the Master Servicer, the Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
June 30, 2006
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class C Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-5
FORM
OF CLASS P CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
ADMINISTRATOR NAMED HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
ACT
(“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN
CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE AGREEMENT (AS DEFINED BELOW) AND (B) THE RECEIPT BY THE
SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY
TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF
THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES
ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO
THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate
No.1
|
Percentage
Interest: 100%
|
Class
P
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
June
1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$100.00
|
First
Distribution Date:
July
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$100.00
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_________________]
|
Assumed
Final Distribution Date:
July
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC4
evidencing
a percentage interest in the distributions allocable to the Class P Certificates
with respect to a Trust Fund consisting primarily of a pool of conventional,
one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX
ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the
Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that ________________ is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association will act as master servicer of the Mortgage Loans (the “Master
Servicer,” which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as seller and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person
holding or acquiring any Ownership Interest in this Certificate must be a United
States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect
that
it is a United States Person and Permitted Transferee, (iii) any attempted
or
purported transfer of any Ownership Interest in this Certificate in violation
of
such restrictions will be absolutely null and void and will vest no rights
in
the purported transferee, and (iv) if any person other than a United States
Person and a Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Depositor will have
the
right, in its sole discretion and without notice to the Holder of this
Certificate, to sell this Certificate to a purchaser selected by the Depositor,
which purchaser may be the Depositor, or any affiliate of the Depositor, on
such
terms and conditions as the Depositor may choose.
The
Securities Administrator will distribute on the 25th
day of
each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day
is
not a Business Day, the Business Day immediately preceding such last day) of
the
calendar month immediately preceding the month in which the Distribution Date
occurs, an amount equal to the product of the Percentage Interest evidenced
by
this Certificate and the amounts required to be distributed to the Holders
of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit D and either E or F, as applicable,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee, the Securities Administrator or the Master Servicer in their respective
capacities as such), together with copies of the written certification(s) of
the
Holder of the Certificate desiring to effect the transfer and/or such Holder’s
prospective transferee upon which such Opinion of Counsel is based. Neither
the
Depositor nor the Securities Administrator is obligated to register or qualify
the Class of Certificates specified on the face hereof under the 1933 Act or
any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Securities Administrator, the
Depositor, the Seller and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
satisfactory to the Securities Administrator that the purchase and holding
of
this Certificate are permissible under applicable law, will not constitute
or
result in any non-exempt prohibited transactions under Section 406 ERISA or
Section 4975 of the Code and will not subject the Trustee, Master Servicer,
the
Securities Administrator, or the Depositor to any obligation or liability in
addition to those undertaken in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee or
the
Securities Administrator is not liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator
upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator duly executed by the Holder hereof
or such Holder’s attorney duly authorized in writing, and thereupon one or more
new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the
Depositor, the Master Servicer, the Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
June 30, 2006
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class P Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-6
FORM
OF CLASS R-[1][2][3][X] CERTIFICATES
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
(AS DEFINED BELOW) OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE
AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION
406
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER,
THE
SECURITIES ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR
AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
Certificate
No.1
|
|
Class
R-[1][2][3][X]
|
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
June
1, 2006
|
|
First
Distribution Date:
July
25, 2006
|
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
|
CUSIP:
[____________]
|
|
Assumed
Final Distribution Date:
July
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC4
evidencing
a percentage interest in the distributions allocable to the Class R-[1][2][3][X]
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the
Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that ________________ is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association will act as master servicer of the Mortgage Loans (the “Master
Servicer,” which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as seller and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person
holding or acquiring any Ownership Interest in this Certificate must be a United
States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect
that
it is a United States Person and Permitted Transferee, (iii) any attempted
or
purported transfer of any Ownership Interest in this Certificate in violation
of
such restrictions will be absolutely null and void and will vest no rights
in
the purported transferee, and (iv) if any person other than a United States
Person and a Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Depositor will have
the
right, in its sole discretion and without notice to the Holder of this
Certificate, to sell this Certificate to a purchaser selected by the Depositor,
which purchaser may be the Depositor, or any affiliate of the Depositor, on
such
terms and conditions as the Depositor may choose.
The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of
the
same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date
of
any Mortgage Loan.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
satisfactory to the Securities Administrator that the purchase and holding
of
this Certificate are permissible under applicable law, will not constitute
or
result in any non-exempt prohibited transactions under Section 406 ERISA or
Section 4975 of the Code and will not subject the Trustee, Master Servicer,
the
Securities Administrator, or the Depositor to any obligation or liability in
addition to those undertaken in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee or
the
Securities Administrator is not liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
Depositor, the Master Servicer, the Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
June 30, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R-[1][2][3][X] Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
STATE ZIP CODE CITY1 PROPTYPE CURRENT_GROSS_COUPON SERV_FEE -------------------------------------------------------------------------------------------------------------------------------------------- CO 80123 LITTLETON Single Family 6.5 0.25 TX 76011 ARLINGTON Single Family 6.875 0.25 MD 20743 CAPITOL HEIGHTS Single Family 7.375 0.25 MO 00000 XX. XXXXX Single Family 8.875 0.25 MD 21206 BALTIMORE Single Family 7.625 0.25 NC 28636 Hiddenite Single Family 8 0.25 WI 53222 MILWAUKEE 2-4 Family 9.375 0.25 IN 46055 Mc Cordsville PUD 7.75 0.25 OR 97701 BEND Single Family 6.375 0.25 MD 20905 SILVER SPRING Single Family 7.75 0.25 VA 23462 VIRGINIA BEACH Single Family 7.875 0.25 AZ 85323 AVONDALE PUD 7.25 0.25 VA 22554 Xxxxxxxx Single Family 7.5 0.25 MD 20886 Gaithersburg PUD 7.5 0.25 DC 20002 Washington 2-4 Family 6.625 0.25 VA 23112 Midlothian Single Family 7.5 0.25 DC 20002 Washington Single Family 7.5 0.25 DC 20011 Washington Townhouse 7.625 0.25 VA 22182 Vienna Single Family 7.375 0.25 VA 23030 Xxxxxxx City Single Family 7.875 0.25 VA 22026 Dumfries PUD 7.75 0.25 GA 30360 DORAVILLE Single Family 7 0.25 MD 20906 Silver Spring Condominium 7.5 0.25 VA 20191 Reston Single Family 7 0.25 VA 22407 Fredericksburg Single Family 7.5 0.25 VA 22601 Winchester Townhouse 8.25 0.25 TX 77505 Pasadena PUD 7.5 0.25 VA 22030 Fairfax PUD 7.5 0.25 MD 20720 Bowie PUD 7.25 0.25 VA 22030 Fairfax PUD 6.375 0.25 MD 21218 Baltimore 2-4 Family 6.5 0.25 GA 30620 Bethlehem Single Family 7 0.25 MA 2026 Dedham Single Family 7.5 0.25 MD 21122 Pasadena PUD 7.125 0.25 MD 20774 Upper Marlboro PUD 7.125 0.25 MD 21074 Hampstead Single Family 6.875 0.25 GA 31211 Macon Single Family 8.75 0.25 MD 21227 Baltimore 2-4 Family 6.875 0.25 TN 37863 Pigeon Forge PUD 8.875 0.25 MD 21237 ROSEDALE Single Family 6.875 0.25 MD 21163 GRANITE Condominium 7.75 0.25 TN 37876 Sevierville PUD 7.25 0.25 DE 19702 NEWARK PUD 7.125 0.25 MD 21213 Baltimore Townhouse 7 0.25 IL 60639 Chicago 2-4 Family 7.875 0.25 MD 20705 BELTSVILLE Single Family 6.375 0.25 MD 21774 New Market Single Family 7.25 0.25 VA 22204 Arlington Condominium 7.25 0.25 IL 61104 Rockford 2-4 Family 9 0.25 MD 20722 Brentwood 2-4 Family 6.875 0.25 GA 30180 Villa Rica Single Family 7.25 0.25 MD 20724 LAUREL PUD 7.375 0.25 NY 11566 MERRICK Single Family 6.875 0.25 VA 20180 Lovettsville PUD 7.125 0.25 MI 49224 Albion Single Family 7.75 0.25 CT 6511 New Haven Single Family 7.625 0.25 GA 31907 COLUMBUS Single Family 7.375 0.25 MO 64111 KANSAS CITY Single Family 7.5 0.25 TX 77450 KATY PUD 6 0.25 UT 84043 SARATOGA SPRINGS PUD 7.625 0.25 CO 80909 Colorado Springs Single Family 7.625 0.25 VA 23235 RICHMOND Single Family 6.75 0.25 MD 21090 XXXXXXXXX HEIGHTS 2-4 Family 6.875 0.25 NJ 7090 WESTFIELD Single Family 7 0.25 CA 93230 HANFORD Single Family 7.75 0.25 VA 23220 RICHMOND Condominium 7.125 0.25 TN 37206 NASHVILLE Single Family 8 0.25 TN 37055 DICKSON Single Family 9 0.25 NJ 7106 NEWARK Single Family 7.125 0.25 TN 37209 NASHVILLE Condominium 6.625 0.25 PA 17601 LANCASTER Single Family 6.375 0.25 MD 21146 SEVERNA PARK Single Family 6.875 0.25 VA 24019 ROANOKE Single Family 7.625 0.25 VA 20191 RESTON PUD 8 0.25 FL 32164 PALM COAST Single Family 7.75 0.25 NJ 8740 OCEAN GATE Single Family 7.75 0.25 FL 33314 DAVIE Condominium 6.5 0.25 FL 32505 PENSACOLA Single Family 7.875 0.25 PA 19380 West Xxxxxxx 2-4 Family 6.75 0.25 NJ 7111 Irvington 2-4 Family 6.875 0.25 FL 33881 WINTER HAVEN PUD 6.75 0.25 FL 33437 BOYNTON BEACH Single Family 6.625 0.25 DC 20011 Washington Single Family 6.875 0.25 MA 2128 EAST BOSTON 2-4 Family 7.875 0.25 CT 6907 STAMFORD Condominium 7.875 0.25 MD 21239 BALTIMORE 2-4 Family 6.875 0.25 MD 20874 GERMANTOWN Townhouse 6.875 0.25 PA 19380 West Xxxxxxx 2-4 Family 6.75 0.25 NY 10573 Port Xxxxxxx 2-4 Family 6.5 0.25 NY 13502 Utica 2-4 Family 7.99 0.25 FL 32778 Tavares Single Family 8.375 0.25 NY 11550 Hempstead Single Family 7.125 0.25 NY 11207 Brooklyn 2-4 Family 7.25 0.25 NY 11590 Westbury Single Family 7 0.25 NY 11221 Brooklyn 2-4 Family 7.25 0.25 DC 20018 Washington Single Family 6 0.25 MD 20910 Silver Spring Hi-Rise Condo 7.5 0.25 DC 20018 Washington Single Family 6 0.25 MD 20745 Oxon Hill Townhouse 7.5 0.25 NC 27292 Lexington Single Family 7.375 0.25 NJ 7885 XXXXXXX BOROUGH Single Family 7.25 0.25 NC 28516 BEAUFORD Single Family 7.625 0.25 NJ 8086 WEST DEPTFORD Condominium 7.25 0.25 NJ 7104 NEWARK 2-4 Family 7.375 0.25 NJ 7757 OCEANPORT Single Family 7.625 0.25 NJ 8046 WILLINGBORO TOWNSHIP Single Family 8.125 0.25 NJ 8037 HAMMONTON Single Family 8.625 0.25 NJ 8401 ATLANTIC CITY 2-4 Family 7.75 0.25 NJ 7666 TEANECK TOWNSHIP 2-4 Family 8.375 0.25 FL 32822 ORLANDO Condominium 7.25 0.25 NJ 7104 NEWARK 2-4 Family 8.125 0.25 NJ 7103 Newark 2-4 Family 7.25 0.25 NJ 7050 ORANGE 2-4 Family 7.25 0.25 NY 11783 SEAFORD Single Family 6.875 0.25 NJ 8016 BURLINGTON Single Family 8 0.25 NJ 7109 BELLEVILLE TOWNSHIP Single Family 7.75 0.25 MI 49444 MUSKEGON HEIGHTS Single Family 8 0.25 TX 78725 Austin PUD 7.25 0.25 FL 33143 MIAMI Condominium 8.375 0.25 TX 78520 BROWNSVILLE PUD 7.25 0.25 FL 33023 PEMBROKE PINES Single Family 6.875 0.25 MI 48209 DETROIT 2-4 Family 7 0.25 CA 91204 GLENDALE 2-4 Family 8.25 0.25 WA 98117 Seattle Single Family 7.5 0.25 TX 78214 San Antonio Single Family 8.25 0.25 TX 77433 Cypress PUD 6.875 0.25 CA 91702 Azusa Single Family 7.5 0.25 OR 97045 OREGON CITY Single Family 7.5 0.25 FL 33033 Homestead Single Family 6.75 0.25 TX 77064 Houston PUD 7.375 0.25 TX 77378 Willis Single Family 8.625 0.25 VA 22554 XXXXXXXX Single Family 7 0.25 TX 78045 Laredo Condominium 6.875 0.25 TX 77373 Spring Single Family 7.75 0.25 TX 77373 Spring PUD 7.75 0.25 WA 98371 Puyallup Single Family 6.625 0.25 TX 78566 LOS FRESNOS Single Family 7.875 0.25 TX 78745 AUSTIN Single Family 7.75 0.25 FL 33142 Miami Condominium 8.875 0.25 FL 33178 Doral Condominium 8.875 0.25 NJ 7652 Borough of Paramus Single Family 7.25 0.25 NJ 7647 Northvale Single Family 6.875 0.25 NJ 8609 Trenton 2-4 Family 7.875 0.25 NJ 7106 Newark 2-4 Family 7.375 0.25 CT 6112 Hartford 2-4 Family 8.25 0.25 NJ 7060 North Plainfield 2-4 Family 8.375 0.25 MA 2126 Mattapan 2-4 Family 8.375 0.25 NM 87048 CORRALES Single Family 7.25 0.25 MI 49426 HUDSONVILLE Single Family 7.875 0.25 CO 80012 AURORA PUD 7.625 0.25 MN 55363 Montrose Single Family 6.375 0.25 LA 70737 Gonzales Single Family 7.125 0.25 AL 36561 Orange Beach PUD 6.375 0.25 FL 32413 Panama City Beach Condominium 6.875 0.25 FL 34787 Winter Garden PUD 7 0.25 AL 35128 Pell City Single Family 6.875 0.25 TN 37421 Chattanooga Single Family 7.25 0.25 FL 34691 Holiday Single Family 7.375 0.25 FL 32808 Orlando 2-4 Family 7.625 0.25 FL 32804 Orlando Single Family 6.875 0.25 MS 39350 Philadelphia Single Family 7.875 0.25 GA 30533 Dahlonega Single Family 7.875 0.25 FL 33708 Saint Petersburg Single Family 6.75 0.25 TN 37216 Nashville Single Family 6.875 0.25 AL 36108 Montgomery Single Family 7.375 0.25 FL 33803 Lakeland 2-4 Family 7.25 0.25 FL 34223 Englewood Condominium 6.875 0.25 TN 37122 Mount Juliet Single Family 6.875 0.25 FL 33705 Saint Petersburg Condominium 7.5 0.25 AL 35504 Jasper Single Family 7 0.25 FL 32566 Navarre PUD 6.75 0.25 TN 37086 La Vergne Single Family 6.5 0.25 FL 32810 Orlando PUD 7.75 0.25 AL 36301 Dothan Single Family 6.5 0.25 MS 39211 Xxxxxxx Single Family 7.25 0.25 LA 70056 Gretna PUD 7.375 0.25 TN 37721 Corryton Single Family 6.375 0.25 GA 30011 Auburn PUD 7.375 0.25 TN 37115 Madison 2-4 Family 7.375 0.25 KY 42320 Beaver Dam Single Family 7.375 0.25 TN 37914 Knoxville Single Family 7.875 0.25 FL 34491 Summerfield PUD 7.625 0.25 GA 30188 WOODSTOCK PUD 7 0.25 GA 30179 TEMPLE Single Family 7.625 0.25 GA 30127 POWDER SPRINGS Single Family 7.5 0.25 GA 30344 EAST POINT Single Family 7.5 0.25 AL 36870 PHENIX CITY Single Family 7.625 0.25 GA 30349 COLLEGE PARK Single Family 7.5 0.25 GA 30294 ELLENWOOD Single Family 8.375 0.25 GA 30058 LITHONIA Single Family 7.75 0.25 GA 30040 CUMMING PUD 7.5 0.25 GA 30058 LITHONIA PUD 8.5 0.25 GA 30517 BRASELTON Single Family 7.75 0.25 NC 28211 CHARLOTTE Single Family 7.25 0.25 GA 30043 LAWRENCEVILLE Single Family 7.25 0.25 MO 64850 NEOSHO Single Family 8.125 0.25 GA 30076 ROSWELL PUD 7.25 0.25 GA 31904 COLUMBUS Single Family 7.75 0.25 TN 37321 DAYTON Single Family 7.5 0.25 GA 31548 Kingsland Single Family 6.875 0.25 NY 11211 BROOKLYN 2-4 Family 7.5 0.25 NJ 7522 Paterson 2-4 Family 7 0.25 NJ 7095 Woodbridge 2-4 Family 7.5 0.25 PA 19139 Philadelphia Townhouse 7.75 0.25 PA 19104 Philadelphia Single Family 7.875 0.25 NY 11713 Bellport Single Family 8.875 0.25 PA 18966 Holland Single Family 7.5 0.25 NJ 8527 Xxxxxxx Single Family 7 0.25 PA 17803 LANCASTER 2-4 Family 8.75 0.25 PA 19150 Philadelphia Townhouse 7.375 0.25 NJ 7064 Port Reading 2-4 Family 7.5 0.25 CT 6067 Rocky Hill 2-4 Family 7.875 0.25 CT 6902 Stamford Condominium 7.125 0.25 FL 32159 Lady Lake 2-4 Family 6.875 0.25 FL 32159 Lady Lake 2-4 Family 6.875 0.25 NY 11942 East Quogue Single Family 6.625 0.25 NY 11793 WANTAGH Single Family 6.5 0.25 NY 11217 BROOKLYN 2-4 Family 7.875 0.25 NY 11706 BAY SHORE Single Family 6.75 0.25 NY 11726 Copiague Single Family 6.875 0.25 NY 11545 OLD BROOKVILLE Single Family 6.75 0.25 FL 32159 Lady Lake 2-4 Family 6.875 0.25 CT 6870 GREENWICH Single Family 7.125 0.25 FL 32159 Lady Lake 2-4 Family 6.875 0.25 IL 61853 Mahomet Single Family 7.5 0.25 NJ 8103 CAMDEN Single Family 7.25 0.25 PA 19055 BRISTOL TWP Single Family 8.375 0.25 NJ 8103 CAMDEN Townhouse 7 0.25 NJ 8103 CAMDEN Townhouse 7 0.25 NJ 8103 CAMDEN Single Family 7.25 0.25 NJ 8103 CAMDEN Single Family 7 0.25 AZ 85364 YUMA Single Family 7.375 0.25 AZ 85364 YUMA Single Family 7.25 0.25 TX 78664 ROUND ROCK Single Family 7.875 0.25 CO 80129 HIGHLANDS RANCH PUD 7.25 0.25 AZ 85364 YUMA Single Family 7.375 0.25 AZ 85349 SAN XXXX Single Family 7.375 0.25 AZ 85364 YUMA Single Family 7.25 0.25 CA 92251 IMPERIAL Single Family 6.375 0.25 AR 72774 West Fork Single Family 8.25 0.25 TX 75214 Dallas 2-4 Family 7.75 0.25 TX 75024 Plano Single Family 8.5 0.25 TX 78147 Poth Single Family 8 0.25 TX 75189 Xxxxx City Single Family 7.75 0.25 TX 75228 Dallas Single Family 7.75 0.25 TX 78746 Austin Single Family 6.75 0.25 TX 75287 Dallas Single Family 7.375 0.25 TX 75070 Mckinney Single Family 7.875 0.25 TX 75069 Mckinney Single Family 8.625 0.25 CA 90066 Los Angeles Single Family 6.625 0.25 TX 77079 Houston PUD 7.5 0.25 CO 80102 Xxxxxxx Single Family 7.125 0.25 TX 77489 Missouri City Single Family 6.75 0.25 GA 30045 Lawrenceville Single Family 7.375 0.25 NC 27613 Raleigh PUD 7.375 0.25 MI 48879 Saint Xxxxx Single Family 8.875 0.25 NJ 7055 Passaic Single Family 7.75 0.25 MN 56377 Sartell Single Family 7.25 0.25 NJ 8724 Brick Condominium 7.375 0.25 NJ 8757 Toms River Single Family 6.625 0.25 MD 21702 FREDERICK PUD 6.625 0.25 NV 89123 Las Vegas PUD 7 0.25 GA 30157 DALLAS Single Family 7.375 0.25 DC 20018 WASHINGTON Condominium 7.5 0.25 FL 33064 POMPANO BEACH 2-4 Family 8.875 0.25 CA 92395 Victorville 2-4 Family 7.375 0.25 CA 90039 Los Angeles Single Family 7.5 0.25 TX 78045 LAREDO Single Family 7.25 0.25 NY 10031 NEW YORK 2-4 Family 7.375 0.25 MD 21210 Baltimore Single Family 7.25 0.25 TX 77084 HOUSTON PUD 7.375 0.25 AZ 86426 Fort Mohave PUD 7.25 0.25 NH 3450 Harrisville Single Family 6.375 0.25 MN 55429 Crystal Single Family 7.625 0.25 CA 90731 San Xxxxx 2-4 Family 6.875 0.25 CA 95658 NEWCASTLE 2-4 Family 6.875 0.25 GA 30045 LAWRENCEVILLE Single Family 6.875 0.25 GA 30016 Covington PUD 7.5 0.25 TX 78501 MCALLEN Single Family 6.875 0.25 AZ 85226 CHANDLER Single Family 8.25 0.25 NC 27614 Raleigh Condominium 9.625 0.25 TX 78541 EDINBURG Single Family 7.75 0.25 WA 98036 BRIER Single Family 7.5 0.25 TX 79938 El Paso Single Family 7.5 0.25 CA 92234 Cathedral City Condominium 7.875 0.25 FL 33940 Naples Condominium 6.75 0.25 TX 78504 Mcallen Single Family 6.875 0.25 CA 92545 HEMET PUD 7.25 0.25 NJ 7456 RINGWOOD Single Family 6.875 0.25 TX 78596 Weslaco Single Family 9.375 0.25 NJ 7446 Xxxxxx Single Family 7.5 0.25 AZ 85204 Mesa Townhouse 7.5 0.25 AZ 85048 PHOENIX Single Family 7 0.25 NJ 8232 Pleasantville Single Family 8.375 0.25 AZ 85383 Peoria PUD 6.75 0.25 FL 34744 Kissimmee PUD 6.875 0.25 FL 34744 Kissimmee PUD 7 0.25 AZ 85022 Phoenix PUD 7.375 0.25 NY 11213 Brooklyn 2-4 Family 7.125 0.25 GA 30248 LOCUST GROVE PUD 7.375 0.25 CA 92704 SANTA XXX Single Family 6.375 0.25 NJ 8882 South River Single Family 7.75 0.25 CA 92356 Lucerne Valley Single Family 7 0.25 VA 20110 Manassas Townhouse 7.5 0.25 CT 6512 East Haven Single Family 8.25 0.25 PA 19124 Philadelphia Single Family 7 0.25 DE 19904 DOVER Townhouse 7.25 0.25 WA 98026 Edmonds PUD 7.125 0.25 MD 21206 Baltimore Single Family 7.875 0.25 NJ 7059 Xxxxxx Single Family 6.75 0.25 VA 22645 Middletown Single Family 7.875 0.25 FL 33142 Miami 2-4 Family 7.5 0.25 MD 20623 CHELTENHAM Single Family 6.875 0.25 TX 78541 Edinburg Single Family 7.25 0.25 CA 92646 Huntington Beach Single Family 7.25 0.25 VA 22701 Culpeper PUD 7.25 0.25 AZ 85297 Gilbert Single Family 7.875 0.25 MN 55316 Champlin Single Family 6.875 0.25 CA 91423 Xxxxxxx Oaks Single Family 8.25 0.25 CA 92592 Temecula Single Family 7.75 0.25 NJ 8087 LITTLE EGG HARBOR Condominium 8.125 0.25 MN 55106 Saint Xxxx Single Family 7.75 0.25 TX 79835 CANUTILLO Single Family 7.625 0.25 NJ 8902 NORTH BRUNSWICK Single Family 8.875 0.25 MD 21236 BALTIMORE PUD 7.125 0.25 TX 79912 El Paso Single Family 7.375 0.25 TX 78245 San Antonio PUD 8 0.25 PA 19128 PHILADELPHIA Single Family 7.125 0.25 AZ 85719 Tucson Single Family 8.5 0.25 TX 78045 Laredo Single Family 7.375 0.25 CA 91501 Burbank Single Family 7.375 0.25 TX 78572 Mission Single Family 7.5 0.25 CA 95648 Lincoln PUD 6.375 0.25 CA 95833 Sacramento PUD 6.5 0.25 NJ 8242 Rio Grande PUD 7.25 0.25 CA 91335 Reseda Single Family 6.5 0.25 TX 75126 Forney Single Family 7.875 0.25 TX 77095 Houston PUD 7.5 0.25 TX 76063 MANSFIELD PUD 7.375 0.25 MN 55371 Princeton Single Family 7.875 0.25 GA 30071 Norcross Single Family 7.5 0.25 TX 77493 Katy PUD 7.375 0.25 FL 32092 Saint Augustine PUD 6.25 0.25 MA 1108 Springfield 2-4 Family 6.875 0.25 TX 75231 DALLAS Single Family 7.875 0.25 TX 76065 Midlothian PUD 7.125 0.25 TX 77373 Spring PUD 7.75 0.25 FL 32254 Jacksonville Single Family 7.5 0.25 IL 61704 Bloomington Single Family 7.5 0.25 GA 30233 Xxxxxxx Single Family 7.125 0.25 IL 60426 Xxxxxx Single Family 7.375 0.25 TX 75070 Mc Xxxxxx PUD 7.625 0.25 TX 76014 Arlington Single Family 7.25 0.25 TX 75094 Xxxxxx Single Family 7 0.25 TX 77550 Galveston Single Family 7.5 0.25 MA 1040 Holyoke 2-4 Family 6.875 0.25 SC 29625 Xxxxxxxx Single Family 7.25 0.25 OH 43213 Whitehall Single Family 8 0.25 TX 76060 KENNEDALE Single Family 7.25 0.25 NC 27513 Cary Condominium 7.875 0.25 IN 46321 Munster Single Family 7 0.25 VA 23704 Portsmouth Single Family 8.125 0.25 IL 60064 North Chicago Single Family 6.75 0.25 IL 60630 Chicago Single Family 7.75 0.25 TX 77550 Galveston Single Family 7.5 0.25 TX 77095 Houston PUD 7.625 0.25 OK 74055 Owasso PUD 7.75 0.25 TX 75234 Farmers Branch Single Family 8 0.25 TX 77471 Rosenberg Single Family 8.125 0.25 TX 77493 KATY PUD 7.875 0.25 TX 77573 League City PUD 7.875 0.25 GA 30014 Covington 2-4 Family 8.75 0.25 TX 76227 XXXXXX PUD 7 0.25 AZ 85041 Phoenix PUD 6.25 0.25 TX 75401 GREENVILLE Single Family 8.375 0.25 TX 75217 Dallas Single Family 8.75 0.25 TX 75071 Mckinney PUD 7.25 0.25 TX 75069 Mckinney Single Family 7.25 0.25 TX 76227 Xxxxxx PUD 7.125 0.25 TX 75230 Dallas Condominium 6.75 0.25 FL 32259 Jacksonville PUD 7.5 0.25 TX 75034 FRISCO PUD 7.375 0.25 LA 70458 NORTH SHORE 2-4 Family 6.5 0.25 TX 78634 Hutto PUD 7.5 0.25 TX 76054 Hurst PUD 7.875 0.25 IL 60630 Chicago 2-4 Family 7.25 0.25 MN 56308 ALEXANDRIA Single Family 7.5 0.25 MN 55904 Rochester Single Family 7.625 0.25 NJ 8109 Merchantville 2-4 Family 7.625 0.25 TX 75159 Seagoville Single Family 8.75 0.25 TX 78745 AUSTIN PUD 7.5 0.25 TX 77449 Katy PUD 7.375 0.25 TX 76209 Denton Single Family 8 0.25 CA 92024 ENCINITAS Single Family 7.125 0.25 NC 27526 Fuquay Varina Single Family 7.875 0.25 FL 34711 CLERMONT Single Family 7.625 0.25 MS 39042 XXXXXXX Single Family 7.5 0.25 UT 75220 DALLAS Single Family 6.75 0.25 FL 32708 WINTER SPRINGS PUD 6.875 0.25 GA 30039 SNELLVILLE PUD 7.875 0.25 MD 21211 Baltimore Single Family 6.375 0.25 MD 21409 Annapolis Single Family 6.875 0.25 PA 18466 Tobyhanna PUD 8.75 0.25 MA 1201 Pittsfield 2-4 Family 7.125 0.25 FL 33179 MIAMI Hi-Rise Condo 7.5 0.25 CA 94591 Vallejo 2-4 Family 7.375 0.25 SC 29651 GREER Single Family 7.5 0.25 TX 75007 CARROLLTON Single Family 7.25 0.25 SC 29650 Greer Single Family 7.5 0.25 GA 30047 Lilburn Single Family 7.125 0.25 OR 97013 CANBY Single Family 6.875 0.25 WA 98682 Vancouver PUD 7.375 0.25 WA 98682 Vancouver PUD 7.375 0.25 CA 93422 Atascadero Single Family 6.125 0.25 MD 20784 Hyattsville Single Family 7.5 0.25 CO 80537 Loveland PUD 6.25 0.25 OR 97459 NORTH BEND Single Family 8.125 0.25 AZ 85282 Tempe Single Family 6.625 0.25 TX 77539 Xxxxxxxxx Single Family 7.625 0.25 TN 37813 Morristown Single Family 7.5 0.25 NV 89509 Reno Condominium 8.125 0.25 AZ 85339 Laveen PUD 6.625 0.25 KY 40444 Lancaster Single Family 7.5 0.25 NJ 7740 Long Branch 2-4 Family 7.75 0.25 RI 2886 Warwick Single Family 7 0.25 GA 30116 Carrollton Single Family 8.125 0.25 CA 94591 VALLEJO 2-4 Family 6.875 0.25 KY 40385 WACO 2-4 Family 7.75 0.25 CA 93446 Paso Xxxxxx Single Family 6.875 0.25 MD 21114 Crofton Single Family 7.125 0.25 CA 92404 San Bernardino Single Family 6.625 0.25 FL 33803 Lakeland Single Family 7.25 0.25 CA 92127 SAN DIEGO PUD 6.75 0.25 FL 32725 Deltona Single Family 7.5 0.25 OR 97212 PORTLAND Single Family 7.375 0.25 AZ 85242 Queen Creek Single Family 6.875 0.25 SC 29728 Pageland Single Family 7.5 0.25 FL 33870 Sebring 2-4 Family 7.75 0.25 WA 99202 Spokane Single Family 7.5 0.25 GA 30102 ACWORTH Single Family 8 0.25 CA 95215 Stockton Single Family 6.5 0.25 TX 76179 Saginaw Single Family 7.875 0.25 CA 95662 Orangevale Single Family 7.375 0.25 CA 95928 Chico 2-4 Family 7.75 0.25 CA 92551 Xxxxxx Valley Single Family 6.75 0.25 MD 20724 Laurel Single Family 7 0.25 OR 97355 Lebanon Single Family 8.25 0.25 CA 94619 Oakland Single Family 6.75 0.25 CA 93402 LOS OSOS Single Family 7.125 0.25 WA 98902 AHTANUM Single Family 6.875 0.25 CA 95991 Yuba City Single Family 7.375 0.25 FL 33870 Sebring Single Family 7.75 0.25 FL 34949 Fort Xxxxxx Single Family 6.875 0.25 TX 78729 AUSTIN 2-4 Family 7.375 0.25 AZ 85215 Mesa Condominium 7.5 0.25 FL 33527 Dover Single Family 7 0.25 CA 90732 San Xxxxx Condominium 7.25 0.25 TN 37814 Morristown Single Family 7.5 0.25 SC 29575 MYRTLE BEACH Condominium 7.5 0.25 CA 93926 XXXXXXXX 2-4 Family 6.75 0.25 CA 93405 San Xxxx Obispo Single Family 6.75 0.25 SC 29657 Liberty Single Family 6.875 0.25 AZ 85251 Scottsdale Condominium 7.5 0.25 CA 93446 Paso Xxxxxx Single Family 7.125 0.25 CA 93446 PASO XXXXXX Single Family 6.375 0.25 FL 32118 Daytona Beach Condominium 7.5 0.25 FL 34746 Kissimmee PUD 7 0.25 TX 78729 Austin 2-4 Family 7.75 0.25 ID 83858 RATHDRUM Single Family 7.5 0.25 CA 94546 Xxxxxx Valley Single Family 7.25 0.25 FL 33412 West Palm Beach Single Family 7.625 0.25 MD 20874 Germantown PUD 6.75 0.25 KY 40214 LOUISVILLE Single Family 8.25 0.25 IN 46816 FORT XXXXX Single Family 8.125 0.25 OH 45015 XXXXXXXX Single Family 7.125 0.25 IN 46825 Fort Xxxxx Single Family 7.875 0.25 KY 40258 LOUISVILLE Single Family 6.75 0.25 KY 40229 LOUISVILLE Single Family 6.75 0.25 IN 47130 UTICA Single Family 7.5 0.25 OH 43110 Canal Winchester Single Family 7.375 0.25 TN 37062 FAIRVIEW Single Family 6.5 0.25 TN 37075 HENDERSONVILLE Single Family 6.75 0.25 IN 46052 LEBANON Single Family 7.375 0.25 KY 40514 LEXINGTON Single Family 7 0.25 KY 42501 SOMERSET Single Family 6.5 0.25 TN 37205 NASHVILLE Condominium 8.5 0.25 FL 32303 Tallahassee Condominium 6.875 0.25 KY 40218 Louisville Single Family 7.5 0.25 IN 47129 Clarksville Single Family 7 0.25 OH 43068 REYNOLDSBURG Single Family 8.25 0.25 KY 42553 SCIENCE HILL 2-4 Family 7.625 0.25 IN 46807 FORT XXXXX Single Family 7.875 0.25 IN 46231 INDIANAPOLIS Single Family 8.375 0.25 OH 44314 AKRON Single Family 7.25 0.25 IN 46310 DEMOTTE Single Family 6.875 0.25 IN 47150 NEW ALBANY Single Family 7.25 0.25 IN 47122 GEORGETOWN Single Family 6.5 0.25 IN 47130 JEFFERSONVILLE Single Family 7.5 0.25 KY 42501 somerset Single Family 6.75 0.25 IN 46808 FORT XXXXX Single Family 8.125 0.25 KY 40208 LOUISVILLE Condominium 7.375 0.25 IN 47102 AUSTIN Single Family 7.5 0.25 KY 40291 LOUISVILLE Single Family 8.375 0.25 KY 40258 LOUISVILLE Single Family 7.625 0.25 OH 44314 AKRON Single Family 6.875 0.25 IN 46806 FORT XXXXX Single Family 8.125 0.25 IN 47172 Sellersburg Single Family 6.875 0.25 IN 46236 INDIANAPOLIS Single Family 7.875 0.25 KY 40214 LOUISVILLE Single Family 8.25 0.25 WY 82935 GREEN RIVER 2-4 Family 8.25 0.25 HI 96778 Pahoa Single Family 6.875 0.25 CO 80002 Arvada Single Family 6.75 0.25 CA 92704 Santa Xxx Condominium 8.75 0.25 WI 53081 Sheboygan Single Family 7.125 0.25 WI 53221 Milwaukee Single Family 7 0.25 CO 80206 Denver Condominium 7.25 0.25 CO 81637 Gypsum Single Family 7.25 0.25 WY 82414 Cody Single Family 6.875 0.25 VA 22315 Alexandria Hi-Rise Condo 7.875 0.25 VA 22101 Mclean Condominium 6.5 0.25 FL 33143 South Miami Single Family 6.75 0.25 NJ 8093 Westville Condominium 7.125 0.25 VA 22152 SPRINGFIELD Single Family 7.5 0.25 VA 23666 Hampton Single Family 7.5 0.25 VA 22041 Falls Church Single Family 7.5 0.25 TX 78747 AUSTIN Condominium 6.75 0.25 HI 96782 PEARL CITY PUD 7.625 0.25 NE 68116 OMAHA Single Family 7.375 0.25 OK 74015 CATOOSA 2-4 Family 7.5 0.25 TX 78260 SAN XXXXXXX Single Family 7.5 0.25 OK 74015 CATOOSA 2-4 Family 7.5 0.25 SC 29673 Piedmont Single Family 7.5 0.25 SC 29153 Sumter Single Family 9 0.25 SC 29063 Irmo Single Family 7.25 0.25 AZ 85086 ANTHEM PUD 7.125 0.25 SC 29577 Myrtle Beach Single Family 7.375 0.25 SC 29169 West Columbia Single Family 7.875 0.25 AZ 85705 Tucson 2-4 Family 7.5 0.25 TX 78212 San Antonio 2-4 Family 7.25 0.25 AZ 85242 Queen Creek Single Family 6.875 0.25 AZ 85730 Tucson PUD 7.875 0.25 IN 46074 Westfield PUD 7.75 0.25 AZ 85705 Tucson 2-4 Family 7.5 0.25 AZ 85747 Tucson Single Family 8 0.25 MO 64089 Smithville Single Family 6.5 0.25 AZ 85353 Tolleson PUD 7.875 0.25 TN 37067 Franklin Single Family 7.625 0.25 IL 60628 Chicago Single Family 7.875 0.25 AZ 85706 Tucson Single Family 8.75 0.25 MO 64068 Liberty Single Family 6.875 0.25 TX 77584 Pearland PUD 7.625 0.25 AZ 85365 Yuma Single Family 7.25 0.25 AZ 85018 Phoenix Condominium 7.375 0.25 IL 60156 Lake In The Hills Condominium 7.125 0.25 TX 77061 Houston Single Family 7.625 0.25 AZ 85712 Tucson Single Family 8.25 0.25 AZ 85379 Surprise PUD 7.625 0.25 TX 77571 La Porte PUD 7.25 0.25 IA 52806 Davenport Single Family 7.875 0.25 AZ 85014 Phoenix Single Family 7.5 0.25 MO 64134 Kansas City Single Family 9 0.25 TX 77042 HOUSTON Condominium 9 0.25 TX 78006 BOERNE 2-4 Family 7.25 0.25 TX 78203 San Antonio Single Family 8 0.25 TX 77338 HUMBLE PUD 7.625 0.25 TX 77338 HUMBLE PUD 7.625 0.25 CO 80620 XXXXX Townhouse 7.625 0.25 TX 77840 COLLEGE STATION 2-4 Family 8.875 0.25 TX 78032 HELOTES Single Family 7.75 0.25 TX 77386 SPRING PUD 7.625 0.25 TX 77338 HUMBLE PUD 7.625 0.25 CO 80620 XXXXX Townhouse 7.625 0.25 TX 78250 SAN ANTONIO PUD 8.875 0.25 TX 77396 Humble PUD 7.875 0.25 TX 77396 HUMBLE PUD 8.25 0.25 TX 77338 Humble PUD 9.5 0.25 TX 77338 HUMBLE Single Family 7.625 0.25 TX 77338 HUMBLE Single Family 7.625 0.25 CO 80537 LOVELAND Single Family 7.25 0.25 TX 77045 HOUSTON Single Family 8.75 0.25 TX 77386 SPRING PUD 7.625 0.25 TX 78239 WINDCREST Single Family 7.25 0.25 TX 77396 Humble Single Family 7.875 0.25 TX 77073 HOUSTON Single Family 7.625 0.25 TX 77338 HUMBLE Single Family 7.625 0.25 TX 78861 HONDO PUD 6.625 0.25 TX 77584 PEARLAND PUD 6.875 0.25 TX 77373 SPRING PUD 7.875 0.25 TX 77474 SEALY Single Family 7 0.25 TX 78239 WINDCREST Single Family 7.125 0.25 AZ 85331 CAVE CREEK Single Family 7.625 0.25 FL 32829 ORLANDO PUD 7.375 0.25 FL 33837 Davenport PUD 7.5 0.25 FL 32065 ORANGE PARK PUD 7.75 0.25 NC 28217 Charlotte Townhouse 7.25 0.25 FL 32210 JACKSONVILLE PUD 7.25 0.25 NC 28217 Charlotte PUD 7.625 0.25 NC 28217 Charlotte PUD 7.25 0.25 FL 33196 MIAMI Condominium 6.375 0.25 FL 33142 Miami Condominium 8.375 0.25 CA 91977 Spring Valley Single Family 6.5 0.25 CA 93535 Lancaster Single Family 6.375 0.25 CA 92883 Corona Single Family 6.5 0.25 CA 91977 Spring Valley Single Family 7.25 0.25 CA 91911 Chula Vista Single Family 6.5 0.25 CA 93720 Fresno Single Family 7.25 0.25 AZ 85379 SURPRISE PUD 7.25 0.25 CA 92131 SAN DIEGO PUD 6.875 0.25 CA 92602 IRVINE Condominium 6.875 0.25 NV 89113 Las Vegas PUD 6.625 0.25 CA 95120 San Xxxx Single Family 6.5 0.25 FL 34747 Kissimmee Single Family 7.75 0.25 OH 43065 Xxxxxx PUD 6.875 0.25 NY 11719 Brookhaven Single Family 5.875 0.25 TX 76116 Fort Worth Single Family 7.125 0.25 NY 11205 Brooklyn Condominium 6.375 0.25 FL 34108 Naples Single Family 7 0.25 MA 2189 WEYMOUTH Single Family 6.5 0.25 PA 15106 Carnegie Single Family 8.25 0.25 CT 6786 Terryville Single Family 7 0.25 NJ 8302 XXXXXXX Single Family 8.25 0.25 NY 12809 ARGYLE Single Family 6.875 0.25 CT 6810 Danbury Single Family 7.75 0.25 NY 11784 Selden Single Family 6.75 0.25 PA 18840 SAYRE Single Family 7.25 0.25 NY 14043 DEPEW 2-4 Family 7.875 0.25 MA 2740 NEW BEDFORD 2-4 Family 8.25 0.25 CT 6759 WINSTED Single Family 8.375 0.25 CT 6784 SHERMAN Single Family 7.875 0.25 TX 76148 Watauga Single Family 7 0.25 OK 74066 Sapulpa Single Family 7.375 0.25 TX 75089 Rowlett 2-4 Family 7.25 0.25 OK 73020 Choctaw Single Family 6.75 0.25 OK 74701 Durant Single Family 6.5 0.25 MD 20639 Huntingtown Single Family 7.75 0.25 MD 20706 LANHAM Single Family 7.25 0.25 NC 27592 WILLOW SPRINGS Single Family 7.25 0.25 MD 20896 XXXXXXX PARK Single Family 7.125 0.25 NC 27529 GARNER Single Family 7.875 0.25 MD 20740 COLLEGE PARK Single Family 7.125 0.25 MD 20737 Riverdale Single Family 7.75 0.25 MD 21227 Halethorpe Single Family 6.625 0.25 NC 27529 GARNER PUD 7.5 0.25 MD 21851 POCOMOKE CITY PUD 6.875 0.25 VA 20120 SULLY STATION Single Family 7.5 0.25 MD 21208 BALTIMORE Single Family 7.625 0.25 MD 21851 POCOMOKE CITY 2-4 Family 6.875 0.25 MD 21851 POCOMOKE CITY 2-4 Family 6.875 0.25 MD 20785 HYATTSVILLE Condominium 7.375 0.25 MD 20740 COLLEGE PARK Condominium 7.125 0.25 NC 27927 Corolla Single Family 6.75 0.25 VA 23703 Portsmouth Single Family 8.25 0.25 VA 23322 Chesapeake Single Family 7.5 0.25 MA 1562 Xxxxxxx Single Family 8 0.25 VA 22443 Colonial Beach Single Family 7.25 0.25 MD 21114 Crofton PUD 6.625 0.25 MD 21078 Havre De Grace Single Family 7.625 0.25 NJ 7029 Xxxxxxxx 2-4 Family 6.625 0.25 MD 21001 Aberdeen Single Family 7.5 0.25 CT 6787 Thomaston 2-4 Family 7.125 0.25 RI 2909 Providence 2-4 Family 6.25 0.25 MA 1460 Littleton Single Family 6.625 0.25 MA 1752 Marlborough Single Family 7.375 0.25 NH 3243 Hill Single Family 6.5 0.25 MD 21078 Havre De Grace 2-4 Family 7.75 0.25 MA 1844 Methuen Single Family 6.375 0.25 VA 22553 Spotsylvania Single Family 7.875 0.25 MA 1845 North Andover 2-4 Family 7.25 0.25 RI 2895 Woonsocket Single Family 8.25 0.25 MD 20854 Potomac Single Family 6.875 0.25 FL 33401 WEST PALM BEACH Single Family 6.75 0.25 FL 32829 ORLANDO PUD 6.5 0.25 VA 22153 Springfield Townhouse 6.875 0.25 MD 20901 SILVER SPRING Single Family 7.375 0.25 MD 21075 HANOVER Condominium 6.75 0.25 VA 22901 CHARLOTTESVILLE Condominium 6.25 0.25 FL 34208 BRADENTON Single Family 8.875 0.25 AZ 85757 Tucson PUD 6.875 0.25 VA 20171 Herndon Condominium 7.125 0.25 MD 20732 CHESAPEAK BCH Single Family 7.625 0.25 NC 27610 Raleigh PUD 7 0.25 FL 33809 Lakeland PUD 7.125 0.25 MA 2360 Plymouth 2-4 Family 8.625 0.25 IL 61802 Urbana Townhouse 7.875 0.25 NM 87121 Albuquerque PUD 7.125 0.25 AL 35603 Decatur 2-4 Family 7.625 0.25 VA 22701 CULPEPER PUD 7.875 0.25 NM 87121 Albuquerque PUD 7.125 0.25 GA 30311 Atlanta Single Family 7.875 0.25 AL 35601 Decatur 2-4 Family 7.625 0.25 MD 21037 EDGEWATER PUD 7.375 0.25 AZ 85085 Phoenix PUD 7.625 0.25 CA 91367 LOS ANGELES Single Family 7 0.25 TX 78247 San Antonio PUD 7.375 0.25 MA 1537 North Oxford 2-4 Family 6.875 0.25 FL 33177 Miami Single Family 9.125 0.25 NV 89123 Las Vegas Single Family 6.125 0.25 TX 76543 Killeen Single Family 8.625 0.25 KS 66102 Kansas City 2-4 Family 7.125 0.25 WI 54241 Two Rivers 2-4 Family 6.875 0.25 UT 84117 Holladay PUD 6.875 0.25 CO 80603 Brighton Single Family 6.75 0.25 MO 63119 Saint Louis Single Family 6.375 0.25 TX 78238 San Antonio Single Family 7.875 0.25 NH 3812 Xxxxxxxx Single Family 7.625 0.25 IL 60605 Chicago Hi-Rise Condo 8.75 0.25 PA 18702 Xxxxxx Barre 2-4 Family 8.875 0.25 TX 76039 Euless PUD 6.875 0.25 VA 23803 Petersburg Single Family 5.875 0.25 MI 48125 Dearborn Heights Single Family 7.875 0.25 OH 44107 Lakewood 2-4 Family 6.875 0.25 OR 97212 Portland 2-4 Family 7.5 0.25 NM 87105 Albuquerque Single Family 6.75 0.25 WI 54241 Two Rivers 2-4 Family 6.875 0.25 FL 34471 Ocala Single Family 7.625 0.25 MD 21122 PASADENA Single Family 6.75 0.25 AZ 85713 TUCSON Single Family 7.375 0.25 MD 21409 XXXX BURNIE PUD 8.75 0.25 CA 91768 POMONA Single Family 7.375 0.25 MD 21163 WOODSTOCK PUD 7.5 0.25 NV 89117 LAS VEGAS Single Family 8.125 0.25 NC 27215 BURLINGTON Single Family 6.75 0.25 HI 96707 KAPOLEI Condominium 6.625 0.25 WA 98513 OLYMPIA PUD 7.25 0.25 AZ 85205 MESA 2-4 Family 6.875 0.25 NJ 8232 Pleasantville 2-4 Family 7.5 0.25 NJ 7003 Bloomfield 2-4 Family 6.75 0.25 MD 20912 Takoma Park Single Family 7.875 0.25 MD 20879 Gaithersburg PUD 7.75 0.25 NJ 7003 Bloomfield Single Family 7.375 0.25 FL 32713 Debary Single Family 6.875 0.25 NJ 7086 Weehawken Hi-Rise Condo 7.5 0.25 NY 10704 Yonkers 2-4 Family 7 0.25 FL 33068 N Lauderdale Single Family 7.75 0.25 MD 20874 Germantown PUD 7.625 0.25 NJ 7026 Garfield 2-4 Family 7 0.25 MD 20879 Gaithersburg Townhouse 7.625 0.25 GA 30253 Mc Donough Single Family 7.25 0.25 GA 30058 Lithonia Single Family 7.875 0.25 GA 30078 Snellville Single Family 6.875 0.25 CA 90814 LONG BEACH Single Family 6.25 0.25 IN 46628 SOUTH BEND Single Family 7.625 0.25 NY 10550 Mount Xxxxxx 2-4 Family 7.5 0.25 FL 34606 Spring Hill Single Family 6.5 0.25 NJ 7748 Middletown Single Family 7.5 0.25 NY 10589 Xxxxxx Single Family 6.5 0.25 NJ 8401 Atlantic City 2-4 Family 6.625 0.25 CA 93268 TAFT Condominium 6.75 0.25 PA 19440 Xxxxxxxx Single Family 6.376 0.25 PA 18951 Quakertown PUD 6.5 0.25 PA 18969 souderton Single Family 6.5 0.25 AZ 85224 Chandler Single Family 7.625 0.25 CA 92117 SAN DIEGO Single Family 7.25 0.25 MO 65625 Cassville Single Family 6.5 0.25 NY 11779 Ronkonkoma Single Family 7.625 0.25 MA 1830 Haverhill Single Family 7.375 0.25 NY 11581 Valley Stream Single Family 7.25 0.25 CO 80021 WESTMINSTER Single Family 7 0.25 VA 22042 FALLS CHURCH Single Family 6.875 0.25 CO 80229 DENVER Single Family 7.875 0.25 MD 20637 HUGHESVILLE PUD 6.625 0.25 KY 40117 EKRON Single Family 6.75 0.25 OH 43119 XXXXXXXX Single Family 7.75 0.25 AZ 85303 GLENDALE Single Family 7.625 0.25 AZ 85085 PHOENIX PUD 7.75 0.25 AZ 85041 PHOENIX PUD 7.125 0.25 KS 66215 LENEXA Single Family 7.75 0.25 FL 32801 Orlando Condominium 6.875 0.25 FL 33040 Key West Single Family 7.375 0.25 FL 33127 Miami Single Family 7.125 0.25 FL 33012 Hialeah Single Family 7.25 0.25 FL 32526 Pensacola Single Family 7.875 0.25 FL 32229 Jacksonville Condominium 7.5 0.25 AL 36582 XXXXXXXX Single Family 8 0.25 SC 29153 Sumter Single Family 9 0.25 SC 29681 Simpsonville Single Family 7.5 0.25 FL 32092 Saint Augustine PUD 7.75 0.25 GA 31064 Monticello Single Family 6.875 0.25 SC 29108 Newberry Single Family 9 0.25 GA 30281 Stockbridge PUD 7.625 0.25 SC 29642 Easley Single Family 7.125 0.25 FL 32210 Jacksonville Single Family 7.125 0.25 GA 31419 Savannah PUD 6.75 0.25 GA 30533 Dahlonega Single Family 8.75 0.25 SC 29108 Newberry Single Family 9 0.25 GA 31405 Savannah 2-4 Family 7.875 0.25 SC 29642 Easley Single Family 7.625 0.25 FL 32256 Jacksonville PUD 7.625 0.25 SC 29445 Goose Creek Single Family 7.375 0.25 SC 29651 Greer Single Family 7.875 0.25 SC 29054 Gilbert Single Family 7.5 0.25 SC 29150 Sumter Single Family 9 0.25 GA 31308 ELLABELL Single Family 7.25 0.25 SC 29646 Greenwood Single Family 8.625 0.25 SC 29662 Mauldin PUD 7.25 0.25 SC 29203 Columbia Single Family 9 0.25 SC 29150 Sumter Single Family 9 0.25 SC 29112 North Single Family 8.375 0.25 AZ 85243 QUEEN CREEK PUD 6.875 0.25 TX 75098 Wylie Single Family 8.25 0.25 MD 21009 ABINGDON PUD 7.25 0.25 UT 84025 FARMINGTON Single Family 7.125 0.25 NV 89131 LAS VEGAS Single Family 7.5 0.25 FL 33603 Tampa Single Family 8.25 0.25 GA 30273 Xxx Single Family 6.25 0.25 GA 30228 Hampton Single Family 7.625 0.25 NC 27526 Fuquay Varina Single Family 6.625 0.25 GA 30132 Dallas PUD 7.75 0.25 GA 30016 Covington PUD 7.125 0.25 NC 28205 Charlotte 2-4 Family 7.625 0.25 FL 33606 Tampa Single Family 6.625 0.25 NC 27604 Raleigh PUD 7.875 0.25 NC 27713 Durham PUD 8 0.25 NC 28305 Fayetteville Single Family 8.125 0.25 GA 30067 Marietta Condominium 6.75 0.25 FL 32908 Palm Bay Single Family 7.625 0.25 GA 30019 Dacula Single Family 7.625 0.25 FL 34232 Sarasota Single Family 8.125 0.25 GA 30228 Hampton Single Family 6.875 0.25 GA 30013 Conyers Single Family 8.25 0.25 GA 30004 Alpharetta PUD 7.375 0.25 FL 34741 Kissimmee Townhouse 7.375 0.25 FL 33178 DORAL Condominium 7.375 0.25 GA 30102 Acworth Single Family 7.375 0.25 SC 29710 Clover Single Family 7.5 0.25 GA 30350 Atlanta PUD 6.75 0.25 NC 28209 Charlotte Single Family 8 0.25 GA 30039 Snellville Single Family 7.75 0.25 GA 30058 LITHONIA Single Family 7.125 0.25 FL 33434 Boca Raton PUD 6.5 0.25 GA 30094 Conyers PUD 8.125 0.25 GA 30017 Xxxxxxx PUD 6.875 0.25 FL 33905 Fort Xxxxx Single Family 7.625 0.25 GA 30533 Dahlonega Single Family 8.375 0.25 GA 30308 Atlanta Condominium 7.5 0.25 GA 30045 Lawrenceville Single Family 7.625 0.25 GA 30506 Gainesville Single Family 8.375 0.25 GA 30101 Acworth Single Family 7.25 0.25 FL 32771 Sanford PUD 6.75 0.25 GA 30228 Hampton Single Family 8.375 0.25 FL 32779 Longwood PUD 6.75 0.25 GA 30022 Alpharetta Townhouse 6.25 0.25 NC 28078 Huntersville PUD 6.625 0.25 FL 33461 Lake Worth PUD 6.375 0.25 NC 28677 Statesville 2-4 Family 7.625 0.25 GA 30052 Loganville Single Family 8.25 0.25 FL 32967 Vero Beach Single Family 7.875 0.25 GA 30067 Marietta Single Family 6.875 0.25 FL 33913 Fort Xxxxx Condominium 7.75 0.25 NY 11590 Westbury Single Family 7.875 0.25 VA 23692 GRAFTON Single Family 9 0.25 FL 32225 JACKSONVILLE PUD 6.875 0.25 FL 32218 JACKSONVILLE Single Family 7.5 0.25 CA 90044 LOS ANGELES 2-4 Family 7.25 0.25 CA 91306 Canoga Park Single Family 7.25 0.25 FL 33618 CRYSTAL BEACH 2-4 Family 8 0.25 NY 10010 New York 2-4 Family 7.375 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 OH 43202 COLUMBUS 2-4 Family 5.875 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 OH 44062 MIDDLEFIELD Single Family 6.625 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 OH 44333 FAIRLAWN Single Family 6.5 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 OH 43202 COLUMBUS 2-4 Family 5.99 0.25 IN 47909 LAFAYETTE 2-4 Family 6.75 0.25 UT 84098 Park City Condominium 7.25 0.25 UT 84120 Salt Lake Cty Single Family 7.875 0.25 UT 84120 Salt Lake City 2-4 Family 7.125 0.25 UT 84098 PARK CITY Condominium 7.75 0.25 FL 33850 Xxxx Xxxxxx 2-4 Family 7.375 0.25 MN 55117 Saint Xxxx Single Family 7.875 0.25 TX 77384 SPRING Townhouse 8.375 0.25 TX 75154 XXXXX HEIGHTS Single Family 7.625 0.25 TX 77099 HOUSTON PUD 8.5 0.25 TX 76126 FORT WORTH Single Family 7 0.25 TN 37188 WHITE HOUSE 2-4 Family 7.5 0.25 TX 75056 THE COLONY Single Family 7.75 0.25 CA 93534 LANCASTER 2-4 Family 6.875 0.25 TX 77077 HOUSTON Single Family 7.375 0.25 TX 77087 HOUSTON Single Family 7.375 0.25 MN 55441 PLYMOUTH Single Family 6.875 0.25 TX 75150 MESQUITE Single Family 7.125 0.25 AL 35816 HUNTSVILLE 2-4 Family 6.875 0.25 TX 78526 BROWNSVILLE Single Family 7.625 0.25 TX 78223 SAN ANTONIO 2-4 Family 8.375 0.25 TX 77469 Richmond PUD 7.875 0.25 CA 95969 Paradise Single Family 7.5 0.25 WA 98366 PORT ORCHARD Single Family 6.5 0.25 NV 89121 LAS VEGAS Condominium 8.125 0.25 AZ 85925 EAGAR Single Family 7 0.25 SC 29910 BLUFFTON PUD 7.625 0.25 GA 30004 ALPHARETTA Single Family 7.375 0.25 IL 60638 CHICAGO Single Family 7.25 0.25 WI 53142 KENOSHA Single Family 6.875 0.25 MN 56468 NISSWA Single Family 7.75 0.25 WA 99336 KENNEWICK Single Family 7.25 0.25 GA 30213 FAIRBURN Single Family 7.25 0.25 TX 77396 HUMBLE PUD 7.625 0.25 IL 60097 WONDERLAKE Single Family 7.5 0.25 WA 99337 KENNEWICK Single Family 7.5 0.25 TX 77494 KATY PUD 7.25 0.25 TX 77584 PEARLAND Single Family 6.875 0.25 TX 75206 DALLAS Condominium 7.125 0.25 WA 99301 PASCO Single Family 6.875 0.25 FL 34654 NEW PORT XXXXXX PUD 7.125 0.25 WA 99301 PASCO Single Family 7.5 0.25 IL 60115 DEKALB PUD 7.5 0.25 TX 77304 CONROE PUD 7.5 0.25 CO 80911 CO SPGS Single Family 7.25 0.25 WI 54949 MANAWA Single Family 7.75 0.25 AZ 85204 MESA Single Family 7.375 0.25 GA 31313 HINESVILLE PUD 7.875 0.25 MN 55431 BLOOMINGTON Condominium 6.875 0.25 MN 55423 RICHFIELD Single Family 7.5 0.25 MN 55303 ANOKA Single Family 6.75 0.25 FL 33021 HOLLYWOOD Hi-Rise Condo 7.125 0.25 MO 63090 WASHINGTON Condominium 7.5 0.25 MN 55330 ELK RIVER Single Family 7.125 0.25 MN 55337 BURNSVILLE Single Family 7.5 0.25 IL 60477 ORLAND HILLS Single Family 7.5 0.25 MD 21783 SMITHSBURG Single Family 6.875 0.25 TX 75491 WHITEWRIGHT Single Family 7 0.25 TX 76227 XXXXXX PUD 7.5 0.25 TX 75707 Xxxxx Single Family 9 0.25 TX 75217 Dallas Single Family 8 0.25 TX 75238 DALLAS Single Family 6.875 0.25 FL 32208 JACKSONVILLE Single Family 7 0.25 MD 21224 BALTIMORE 2-4 Family 7.25 0.25 TX 76201 DENTON 2-4 Family 7.5 0.25 TX 75035 FRISCO PUD 9.25 0.25 TX 76201 DENTON Single Family 6.875 0.25 TX 75229 DALLAS Single Family 7.125 0.25 TX 75757 BULLARD Single Family 6.875 0.25 TX 75236 Dallas Single Family 8.625 0.25 TX 75021 DENISON Single Family 8 0.25 TX 76132 BENBROOK PUD 7.25 0.25 TX 75652 XXXXXXXXX Single Family 10 0.25 TX 75702 XXXXX Single Family 9 0.25 TX 75204 DALLAS Hi-Rise Condo 7.25 0.25 TX 77840 COLLEGE STATION 2-4 Family 7.25 0.25 TX 77707 BEAUMONT Single Family 8.625 0.25 TX 75418 BONHAM Single Family 8 0.25 TX 79107 AMARILLO 2-4 Family 9.25 0.25 NC 27406 GREENSBORO Single Family 6.875 0.25 NC 27376 WEST END Single Family 7.375 0.25 CO 80126 Highlands Ranch PUD 7.5 0.25 CA 92253 La Quinta PUD 6.5 0.25 CO 81504 Grand Junction PUD 7 0.25 MA 2302 Brockton Single Family 8.125 0.25 CA 90805 Long Beach 2-4 Family 6.5 0.25 NM 87120 Albuquerque Single Family 8 0.25 NM 87124 Rio Rancho Single Family 8 0.25 NY 14120 North Tonawanda 2-4 Family 8.75 0.25 FL 33712 Saint Petersburg Single Family 7 0.25 NC 28741 Highlands PUD 6.75 0.25 CA 94506 Danville PUD 6.625 0.25 FL 33705 Saint Petersburg Single Family 7 0.25 CA 93561 Tehachapi 2-4 Family 7.25 0.25 ME 4276 Rumford Single Family 7.5 0.25 TX 77385 Conroe PUD 8 0.25 CA 93401 San Xxxx Obispo Single Family 7.375 0.25 FL 33701 Saint Petersburg 2-4 Family 7 0.25 WA 98270 Marysville Single Family 8.125 0.25 MA 1089 West Springfield 2-4 Family 8.25 0.25 FL 33713 Saint Petersburg 2-4 Family 7 0.25 WA 98270 Marysville Single Family 8.125 0.25 ID 83713 Boise Single Family 7.75 0.25 CA 91040 SUNLAND Single Family 7.625 0.25 GA 30008 Marietta Single Family 6.875 0.25 GA 30126 Mableton Single Family 7.375 0.25 NC 27511 Cary Single Family 7 0.25 GA 30223 Griffin Single Family 7 0.25 GA 30116 Carrollton Single Family 8.75 0.25 GA 30152 Kennesaw Single Family 7.25 0.25 GA 30080 Smyrna Single Family 7.375 0.25 GA 30188 Woodstock Single Family 7.25 0.25 GA 30213 Fairburn PUD 7.75 0.25 IL 60628 Chicago Single Family 7.625 0.25 MO 63113 Saint Louis Single Family 8.875 0.25 IN 46208 Indianapolis Single Family 8.375 0.25 IN 46219 Indianapolis Single Family 8.5 0.25 TX 77382 THE WOODLANDS PUD 7.75 0.25 FL 32835 Orlando Condominium 7.625 0.25 MI 48038 Clinton Township Single Family 7 0.25 TX 75791 Whitehouse Single Family 6.75 0.25 AR 71602 White Hall Single Family 8.5 0.25 MO 64061 Kingsville Single Family 7.375 0.25 FL 32818 Orlando Single Family 6.875 0.25 FL 32084 Saint Augustine Single Family 8.25 0.25 FL 32563 Gulf Breeze Single Family 8.25 0.25 FL 32707 Casselberry Single Family 8 0.25 VA 22601 Winchester Single Family 7.5 0.25 FL 32084 St Augustine Single Family 7.875 0.25 FL 34747 Kissimmee PUD 8.25 0.25 FL 33569 Riverview Single Family 7.125 0.25 FL 32068 Middleburg Single Family 6.75 0.25 IL 62002 Alton Single Family 8.125 0.25 FL 33323 Plantation Single Family 8.5 0.25 FL 33584 Seffner Single Family 7.625 0.25 KY 40059 Prospect Single Family 7.5 0.25 FL 33647 Tampa PUD 8.25 0.25 AL 36695 Mobile PUD 7.25 0.25 IL 62040 Granite City Single Family 7.625 0.25 FL 32250 Jacksonville Condominium 7.375 0.25 TN 37721 Corryton Single Family 7.375 0.25 FL 32960 Vero Beach Single Family 6.75 0.25 GA 30035 Decatur Single Family 6.625 0.25 FL 33412 West Palm Beach PUD 6.875 0.25 OH 43065 Xxxxxx PUD 7.25 0.25 NJ 7747 Matawan Condominium 7.625 0.25 MI 48616 Chesaning Single Family 7.5 0.25 MA 1834 Groveland Single Family 7.375 0.25 NV 89109 Las Vegas Hi-Rise Condo 6.625 0.25 NV 89149 Las Vegas PUD 7.375 0.25 CA 91356 Tarzana AREA Single Family 7 0.25 NV 89119 Las Vegas Condominium 8 0.25 CT 6704 Waterbury 2-4 Family 8 0.25 RI 2904 North Providence Single Family 8.625 0.25 NH 3264 Plymouth Single Family 6.75 0.25 CT 6519 New Haven 2-4 Family 8.625 0.25 AR 72015 Benton Single Family 7.625 0.25 OK 74012 Broken Arrow 2-4 Family 7.75 0.25 NC 27701 Durham 2-4 Family 7.875 0.25 AR 72120 Sherwood Single Family 6.875 0.25 OK 74012 Broken Arrow 2-4 Family 7.75 0.25 TN 37207 Nashville Single Family 6.875 0.25 AR 72015 Benton Single Family 7.625 0.25 NC 27701 Durham 2-4 Family 7.875 0.25 OK 74012 Broken Arrow 2-4 Family 7.75 0.25 NJ 8302 Bridgeton 2-4 Family 7.875 0.25 NJ 8302 Bridgeton 2-4 Family 7.875 0.25 CA 90505 TORRANCE 2-4 Family 7.25 0.25 CA 91504 BURBANK PUD 8 0.25 CA 95630 FOLSOM Single Family 6.75 0.25 CA 91367 Woodland Hills Single Family 6.5 0.25 NV 89108 Las Vegas Condominium 8.875 0.25 CT 6614 STRATFORD CO-OP 6.5 0.25 NC 28403 Wilmington Single Family 8.5 0.25 NC 28203 CHARLOTTE Single Family 8 0.25 WA 98056 renton Single Family 7.5 0.25 GA 30238 Jonesboro Single Family 6.625 0.25 TX 77040 houston Townhouse 7.5 0.25 AZ 86001 FLAGSTAFF Single Family 6.75 0.25 TX 77049 houston PUD 6.75 0.25 AZ 85018 PHOENIX Single Family 7.5 0.25 CA 93560 rosamond 2-4 Family 7.375 0.25 WA 99353 WEST RICHLAND Single Family 7.875 0.25 NC 28215 CHARLOTTE Condominium 9 0.25 CA 92555 xxxxxx valley Single Family 6.625 0.25 SC 29621 XXXXXXXX Single Family 7.75 0.25 CO 80237 denver Single Family 8.25 0.25 FL 33407 West Palm Beach PUD 7 0.25 OH 45152 XXXXXX Single Family 5.875 0.25 MD 20901 SILVER SPRING Single Family 6.75 0.25 AZ 86001 FLAGSTAFF 2-4 Family 6.75 0.25 CT 6605 Bridgeport CO-OP 6.125 0.25 CA 93536 Lancaster Single Family 7.75 0.25 CT 6614 STRATFORD CO-OP 6.375 0.25 CA 94087 SUNNYVALE Single Family 6.875 0.25 TX 77040 houston PUD 8 0.25 GA 30024 SUWANEE PUD 7.375 0.25 CO 80503 LONGMONT PUD 7.875 0.25 CA 93560 rosamond 2-4 Family 6.625 0.25 TX 78244 San Antonio PUD 6.375 0.25 WA 98661 Vancouver Single Family 8.75 0.25 CA 92029 ESCONDIDO Condominium 7.25 0.25 CO 80109 castle roclk PUD 6.5 0.25 IL 60634 Chicago Single Family 8.75 0.25 SC 29621 XXXXXXXX Single Family 7.75 0.25 TX 77386 SPRING PUD 7 0.25 GA 30518 SUGARHILL Single Family 6.375 0.25 GA 30052 LOGANVILLE PUD 7 0.25 AL 36272 PIEDMONT Single Family 7.25 0.25 GA 30043 LAWRENCEVILLE Single Family 6.375 0.25 TX 77338 BORDERSVILLE 2-4 Family 7.75 0.25 NV 89060 PAHRUMP Single Family 8.75 0.25 TX 77459 MISSOURI CITY Single Family 7.625 0.25 GA 30017 XXXXXXX Single Family 7.375 0.25 TX 77532 Xxxxxx PUD 7.25 0.25 TX 77591 TEXAS CITY Single Family 6.875 0.25 TX 77338 HUMBLE 2-4 Family 7.75 0.25 TN 37037 CHRISTIANA Single Family 7.5 0.25 VA 23451 VIRGINIA BCH Single Family 6.75 0.25 AL 35214 BIRMINGHAM Single Family 7.375 0.25 AL 36109 MONTGOMERY Single Family 8 0.25 TX 77338 HUMBLE 2-4 Family 7.75 0.25 TX 77598 XXXXXXX PUD 7.25 0.25 CO 80443 Copper Mountain Hi-Rise Condo 7.75 0.25 CO 80304 Boulder Single Family 6.625 0.25 NV 89145 Las Vegas Single Family 7.625 0.25 TX 76205 DENTON Single Family 7.125 0.25 TX 76266 Sanger Single Family 7.125 0.25 NJ 7871 SPARTA Condominium 7.75 0.25 MD 21804 SALISBURY PUD 8.125 0.25 VA 22734 REMINGTON PUD 7.875 0.25 MD 21075 ELKRIDGE Condominium 7.875 0.25 MD 21085 Joppa PUD 7.5 0.25 VA 20186 WARRENTON PUD 6.75 0.25 MD 21043 ELLICOTT CITY Condominium 7.875 0.25 MD 20744 FT WASHINGTON Single Family 8.125 0.25 NC 28079 HEMBY PUD 7.25 0.25 PA 19456 OAKS Single Family 8.125 0.25 NJ 7871 SPARTA Single Family 7.625 0.25 NJ 8302 SEABROOK Single Family 7.75 0.25 MD 20769 XXXXX XXXX PUD 7.625 0.25 SC 29710 LAKE XXXXX Townhouse 7.875 0.25 MD 20871 CLARKSBURG PUD 7.5 0.25 NJ 8022 COLUMBUS Single Family 8 0.25 MD 21085 JOPPA PUD 8 0.25 NJ 8302 SEABROOK Single Family 7.75 0.25 SC 29715 FORT MILL PUD 7.25 0.25 MD 21704 FREDERICK PUD 7.75 0.25 PA 18901 DOYLESTOWN Townhouse 7.75 0.25 TN 37397 Whitwell Single Family 7.5 0.25 GA 31907 Columbus Single Family 7.875 0.25 FL 33614 Tampa Condominium 7.75 0.25 FL 33618 Tampa Condominium 7.875 0.25 GA 30180 Villa Rica PUD 7.875 0.25 GA 30004 Alpharetta PUD 7.625 0.25 CA 95825 Sacramento 2-4 Family 8.75 0.25 FL 33160 N Miami Beach Single Family 7.875 0.25 SC 29680 Simpsonville Single Family 7.5 0.25 AZ 85262 Scottsdale Single Family 6.5 0.25 AZ 85253 Paradise Valley Single Family 6.875 0.25 AZ 85209 Mesa PUD 7.75 0.25 AZ 85213 MESA Condominium 7.5 0.25 AZ 85086 Anthem PUD 7.5 0.25 FL 33634 TAMPA Single Family 7.5 0.25 PA 19090 Willow Grove Single Family 6.625 0.25 PA 17011 Camp Hill Single Family 7 0.25 PA 19131 Philadelphia 2-4 Family 7.5 0.25 GA 30253 MCDONOUGH PUD 6.75 0.25 GA 30184 WHITE Single Family 7.5 0.25 GA 30236 JONESBORO PUD 7.5 0.25 GA 30252 MCDONOUGH Single Family 7.25 0.25 GA 30054 Oxford PUD 8.125 0.25 GA 30087 STONE MOUNTAIN PUD 7.375 0.25 GA 30121 CARTERSVILLE Single Family 6.625 0.25 GA 30120 EUHARLEE Single Family 7.125 0.25 GA 30045 LAWRENCEVILLE PUD 6.625 0.25 GA 30101 ACWORTH Single Family 7.125 0.25 GA 30120 CARTERSVILLE PUD 7.125 0.25 GA 30120 Cartersville Single Family 6.625 0.25 GA 30078 SNELLVILLE PUD 6.375 0.25 GA 30011 Auburn PUD 7.25 0.25 GA 30236 JONESBORO PUD 7 0.25 GA 30107 BALL GROUND Single Family 7.875 0.25 GA 30213 FAIRBURN PUD 7.375 0.25 GA 30253 MCDONOUGH Townhouse 7.25 0.25 GA 30228 Hampton Single Family 7.5 0.25 GA 30121 Cartersville Single Family 7.25 0.25 GA 30228 Hampton PUD 8.25 0.25 GA 30349 College Park PUD 7.5 0.25 GA 30238 JONESBORO Single Family 7.625 0.25 GA 30248 Locust Grove PUD 7.875 0.25 GA 30656 MONROE Single Family 7.625 0.25 GA 30135 Douglasville PUD 7.875 0.25 GA 30680 WINDER Single Family 7.5 0.25 GA 30088 LITHONIA PUD 7.5 0.25 GA 30204 Barnesville Single Family 6.875 0.25 GA 30223 Griffin 2-4 Family 6.875 0.25 GA 30011 AUBURN PUD 7.875 0.25 GA 30294 ELLENWOOD PUD 6.875 0.25 GA 30039 Snellville PUD 6.875 0.25 GA 30349 COLLEGE PARK PUD 7.5 0.25 GA 30566 Oakwood PUD 8.25 0.25 GA 30066 Marietta Single Family 6.875 0.25 GA 30656 Monroe Single Family 6.5 0.25 GA 30135 DOUGLASVILLE PUD 7.25 0.25 GA 30157 DALLAS PUD 6.75 0.25 NC 28262 CHARLOTTE PUD 7.25 0.25 GA 30236 JONESBORO Single Family 7.125 0.25 GA 30184 WHITE Single Family 7.875 0.25 GA 30349 Atlanta PUD 7.125 0.25 GA 30152 KENNESAW PUD 7.125 0.25 GA 30152 Kennesaw PUD 6.75 0.25 GA 30549 JEFFERSON Single Family 7.125 0.25 GA 30331 ATLANTA PUD 7.875 0.25 GA 30054 Oxford PUD 7.5 0.25 GA 30034 DECATUR Single Family 7 0.25 GA 30680 WINDER Single Family 7.25 0.25 GA 30116 Carrollton Single Family 7.375 0.25 GA 30127 Powder Springs PUD 7.25 0.25 GA 30016 COVINGTON PUD 7.5 0.25 GA 30656 Monroe Single Family 7.75 0.25 GA 30039 Snellville Single Family 6.875 0.25 GA 30024 SUWANEE PUD 7.25 0.25 GA 30152 KENNESAW PUD 6.375 0.25 GA 30103 ADAIRSVILLE Single Family 6.875 0.25 GA 30135 Douglasville PUD 7.625 0.25 GA 30052 LOGANVILLE PUD 7 0.25 GA 30093 Norcross Condominium 7 0.25 GA 30296 Riverdale PUD 7.5 0.25 GA 30043 LAWRENCEVILLE PUD 7.75 0.25 GA 30157 Dallas PUD 7.75 0.25 GA 30656 Monroe Single Family 6.625 0.25 GA 30701 XXXXXXX Single Family 6.75 0.25 GA 30039 SNELLVILLE PUD 7.375 0.25 NC 28269 Charlotte PUD 6.5 0.25 FL 33881 Winter Haven PUD 7.375 0.25 GA 30187 Winston Single Family 7.125 0.25 GA 30011 Auburn PUD 7 0.25 NC 28262 CHARLOTTE PUD 7.5 0.25 GA 30101 Acworth PUD 7.875 0.25 IL 60632 CHICAGO Single Family 7.375 0.25 CA 90277 REDONDO BEACH 2-4 Family 6.5 0.25 HI 96792 WAIANAE Single Family 7.25 0.25 CA 90272 Los Angeles Single Family 6.625 0.25 CO 81611 ASPEN Condominium 7.25 0.25 CA 92405 SAN BERNARDINO Condominium 6.5 0.25 FL 33012 HIALEAH Single Family 7.25 0.25 CA 90277 REDONDO BEACH Condominium 6.75 0.25 CA 92337 FONTANA Single Family 6.875 0.25 RI 2920 CRANSTON Single Family 7.125 0.25 MI 49756 Lewiston Single Family 7.125 0.25 TX 77377 Tomball PUD 8.75 0.25 MO 64123 ST LOUIS Single Family 8.875 0.25 TX 75076 Pottsboro Single Family 6.875 0.25 TX 75132 FATE PUD 7.25 0.25 IL 62305 Quincy Single Family 8.375 0.25 TX 75092 SHERMAN Single Family 8 0.25 IL 61032 Freeport Single Family 8.25 0.25 OR 97381 Silverton PUD 7.625 0.25 TX 75057 Lewisville PUD 6.375 0.25 TX 77090 Houston PUD 7.75 0.25 AZ 85648 RIO RICO Single Family 7.875 0.25 OK 74730 Calera Single Family 7.5 0.25 AZ 85730 Tucson Single Family 7.125 0.25 TX 75057 Lewisville PUD 6.375 0.25 TX 75791 Whitehouse Single Family 7.625 0.25 TX 77396 Humble PUD 7.875 0.25 TX 75488 TELEPHONE Single Family 8.75 0.25 TX 75165 Waxahachie PUD 7.5 0.25 NV 89511 Reno Single Family 6.875 0.25 CA 95694 Xxxxxxx Single Family 8.125 0.25 GA 30094 Conyers PUD 7.125 0.25 GA 31410 Savannah PUD 6.75 0.25 FL 32086 Saint Augustine Single Family 7.375 0.25 GA 30101 Acworth Single Family 7.625 0.25 FL 33594 Valrico Single Family 8 0.25 GA 31525 Brunswick Single Family 7.375 0.25 TN 37350 Lookout Mountain Single Family 6.25 0.25 GA 30315 Atlanta Single Family 7.5 0.25 GA 31523 Brunswick PUD 7.5 0.25 GA 31405 Savannah Condominium 8.25 0.25 GA 30024 Suwanee PUD 6.5 0.25 GA 31523 Brunswick Single Family 6.625 0.25 GA 30329 Atlanta Single Family 6.125 0.25 GA 30324 Atlanta Condominium 7.25 0.25 AL 36852 Cusseta Single Family 7.125 0.25 GA 30263 Newnan Single Family 7.25 0.25 GA 31326 Rincon Single Family 7.25 0.25 TN 37377 Signal Mountain Single Family 7.625 0.25 GA 30328 Atlanta Condominium 7.125 0.25 GA 31407 Port Wentworth Single Family 7.5 0.25 IN 46123 Avon Single Family 7.125 0.25 GA 31313 Hinesville Single Family 8.625 0.25 GA 31324 Richmond Hill PUD 6.125 0.25 VA 23225 Richmond Single Family 7.5 0.25 GA 30350 Atlanta Single Family 7 0.25 OH 45828 COLDWATER Single Family 7.375 0.25 TX 78634 Hutto PUD 7.5 0.25 TX 75052 Grand Prairie Single Family 7.5 0.25 TX 76179 Saginaw PUD 8.5 0.25 TX 76179 Saginaw PUD 8.5 0.25 TX 77808 Xxxxx Single Family 7.5 0.25 TX 75052 Grand Prairie Single Family 7.5 0.25 MO 63304 Saint Xxxxxxx Single Family 7.25 0.25 TX 76227 Xxxxxx PUD 8.25 0.25 TX 76133 Fort Worth 2-4 Family 7.5 0.25 TX 75052 Grand Prairie Single Family 7.375 0.25 TX 78210 San Antonio Single Family 8.75 0.25 TX 76179 Saginaw PUD 8.5 0.25 TX 76179 Saginaw PUD 8.5 0.25 TX 75081 Richardson 2-4 Family 7.25 0.25 TX 75052 Grand Prairie Single Family 7.5 0.25 TX 75068 Little Elm PUD 8.25 0.25 TX 75208 Dallas Single Family 7.625 0.25 TX 78634 Hutto PUD 7.5 0.25 TX 78253 San Antonio Single Family 7.5 0.25 LA 70401 Xxxxxxx 2-4 Family 7.375 0.25 TX 76179 SAGINAW PUD 8.5 0.25 CA 95127 San Xxxx Single Family 7.5 0.25 AZ 85382 Peoria Single Family 7.25 0.25 IL 60432 Joliet 2-4 Family 6.875 0.25 IL 60433 Joliet Single Family 7.625 0.25 IN 46368 Portage Single Family 6.75 0.25 FL 34474 OCALA Single Family 8.125 0.25 GA 30331 ATLANTA Single Family 7.25 0.25 GA 30024 SUWANEE PUD 7.5 0.25 GA 30041 Cumming PUD 7.875 0.25 VA 20152 CHANTILLY PUD 8.625 0.25 AZ 85339 PHOENIX PUD 8.5 0.25 MI 48442 HOLLY Condominium 8.5 0.25 GA 30331 ATLANTA PUD 6.625 0.25 NV 89015 HENDERSON PUD 7.625 0.25 NC 27513 CARY PUD 7.125 0.25 FL 34604 BROOKSVILLE Single Family 7.125 0.25 VA 22079 LORTON PUD 8.25 0.25 AZ 85747 TUCSON PUD 7.125 0.25 VA 22303 ALEXANDRIA PUD 7.25 0.25 NM 87114 ALBUQUERQUE PUD 7.75 0.25 AZ 85339 LAVEEN Single Family 7.25 0.25 PA 19460 PHOENIXVILLE PUD 8.25 0.25 AZ 85086 ANTHEM Single Family 8.375 0.25 NV 89122 LAS VEGAS PUD 7.5 0.25 FL 32224 JACKSONVILLE PUD 7.125 0.25 FL 34747 KISSIMMEE PUD 7.25 0.25 AZ 85086 ANTHEM PUD 7.5 0.25 NV 89131 LAS VEGAS PUD 7 0.25 AZ 85086 Anthem Single Family 7.5 0.25 FL 34747 KISSIMMEE PUD 6.75 0.25 MI 48187 Canton Single Family 6.875 0.25 CA 92308 APPLE VALLEY PUD 7.5 0.25 FL 32819 ORLANDO Condominium 8.375 0.25 FL 34135 BONITA SPRINGS PUD 8.5 0.25 FL 34110 NAPLES PUD 8.125 0.25 IL 60014 CRYSTAL LAKE PUD 8.625 0.25 FL 32771 SANFORD Condominium 7.875 0.25 CA 93536 LANCASTER Single Family 7 0.25 CA 92584 MENIFEE Single Family 7.875 0.25 NV 89015 HENDERSON PUD 6.875 0.25 CO 80132 MONUMENT PUD 8.5 0.25 IL 60046 LINDENHURST PUD 8.5 0.25 FL 32224 JACKSONVILLE PUD 7.375 0.25 OH 44011 AVON PUD 8.125 0.25 UT 84414 NORTH OGDEN Single Family 7.375 0.25 UT 84403 Ogden 2-4 Family 7.375 0.25 CO 81005 PUEBLO Single Family 8.125 0.25 UT 84790 ST GEORGE Single Family 7.5 0.25 CO 81003 Pueblo Single Family 7.625 0.25 UT 84341 Logan Single Family 8 0.25 CO 80918 CO SPGS Single Family 7.25 0.25 CO 80863 CRYSTOLA PUD 7.5 0.25 CO 81003 PUEBLO Single Family 7.875 0.25 CO 80220 Denver Single Family 7.375 0.25 CO 80904 CO SPGS 2-4 Family 7.375 0.25 CO 80903 COLORADO SPRINGS Single Family 7.5 0.25 UT 84116 SALT LAKE CITY Single Family 7.875 0.25 CO 80920 COLORADO SPRINGS Single Family 7.625 0.25 UT 84401 Ogden 2-4 Family 7.875 0.25 UT 84066 Roosevelt Single Family 7.625 0.25 CO 80921 COLORADO SPRINGS Single Family 6.875 0.25 UT 84043 LEHI Single Family 7 0.25 CO 80909 COLORADO SPRINGS Single Family 7.5 0.25 CO 80910 CO SPGS Condominium 7.625 0.25 CO 80909 COLORADO SPRINGS Single Family 8.375 0.25 CO 81001 PUEBLO Single Family 7.75 0.25 NV 89129 LAS VEGAS PUD 7.5 0.25 NV 89148 Las Vegas Condominium 7.75 0.25 CA 92587 Canyon Lake PUD 8.875 0.25 CA 92595 Wildomar PUD 8.875 0.25 CA 92377 Rialto Single Family 8.75 0.25 CA 90277 Redondo Beach Condominium 6.75 0.25 TX 75189 ROYSE CITY Single Family 7.375 0.25 NV 89131 Las Vegas PUD 7 0.25 NV 89115 North Las Vegas PUD 7.125 0.25 NV 89122 Las Vegas Single Family 7.375 0.25 NV 89119 Las Vegas Single Family 7.875 0.25 RI 2896 NORTH SMITHFIELD 2-4 Family 8.25 0.25 MI 48111 BELLEVILLE Single Family 7.25 0.25 IN 47243 HANOVER Single Family 6.875 0.25 MA 2169 QUINCY Hi-Rise Condo 7.875 0.25 CT 6281 WOODSTOCK Single Family 6.875 0.25 IN 46217 INDIANAPOLIS PUD 7 0.25 NH 3102 MANCHESTER 2-4 Family 7 0.25 MA 1606 worcester Single Family 8.625 0.25 CT 6234 Brooklyn Single Family 6.75 0.25 NH 3102 MANCHESTER 2-4 Family 7 0.25 RI 2864 CUMBERLAND Single Family 7.375 0.25 MA 2119 ROXBURY Condominium 6.75 0.25 MA 2186 MILTON Single Family 7.625 0.25 MI 48122 MELVINDALE Condominium 6.75 0.25 MA 2145 SOMERVILLE 2-4 Family 7.875 0.25 NH 3867 ROCHESTER 2-4 Family 7.625 0.25 CA 93704 Fresno Single Family 7.375 0.25 FL 34286 North Port Single Family 8.375 0.25 FL 33991 Cape Coral Single Family 6.875 0.25 TX 76426 Bridgeport Single Family 6.375 0.25 MS 38801 Tupelo Single Family 8.375 0.25 IN 46835 Fort Wayne Single Family 8.125 0.25 OK 74354 Miami Single Family 7.625 0.25 TX 78045 Laredo PUD 8.375 0.25 IN 47165 Pekin Single Family 7.375 0.25 TX 75569 Nash Single Family 8.5 0.25 OH 44408 Columbiana Single Family 8.5 0.25 OK 74354 Miami Single Family 7.625 0.25 TX 77381 The Woodlands PUD 7.25 0.25 FL 32065 Orange Park Single Family 6.875 0.25 OK 74354 Miami Single Family 7.625 0.25 WY 83101 Kemmerer Single Family 7.375 0.25 UT 84074 STANSBURY PARK Single Family 6.75 0.25 UT 84120 WEST VALLEY CITY PUD 8.125 0.25 CA 95966 OROVILLE Single Family 6.875 0.25 TX 76088 WEATHERFORD 2-4 Family 7.5 0.25 AZ 85224 CHANDLER Single Family 7.375 0.25 TX 75252 Dallas PUD 7.25 0.25 UT 84047 MIDVALE PUD 7.75 0.25 FL 32703 APOPKA PUD 8.875 0.25 CO 80205 Denver Single Family 7.875 0.25 FL 32835 ORLANDO Single Family 7.75 0.25 UT 84107 MURRAY Condominium 7.5 0.25 FL 32003 ORANGE PARK Condominium 7.5 0.25 CA 90026 LOS ANGELES 2-4 Family 7.5 0.25 CA 92126 SAN DIEGO Condominium 7.125 0.25 TX 76088 Weatherford 2-4 Family 7.5 0.25 NC 28078 Huntersville Single Family 7 0.25 CO 80501 LONGMONT PUD 7.5 0.25 NV 89032 NORTH LAS VEGAS PUD 6.875 0.25 TX 79928 EL PASO Single Family 7.625 0.25 TN 38401 COLUMBIA Single Family 7.5 0.25 AZ 85326 BUCKEYE PUD 7.25 0.25 TX 79904 EL PASO Single Family 7.75 0.25 AZ 85326 Buckeye PUD 7.375 0.25 CA 94565 PITTSBURG Single Family 7.5 0.25 IL 90110 CARPENTERSVILLE Single Family 8.25 0.25 NV 89115 NORTH LAS VEGAS PUD 8.875 0.25 NV 89081 NORTH LAS VEGAS PUD 8.625 0.25 VA 23703 Portsmouth Townhouse 7.5 0.25 VA 23321 Chesapeake Townhouse 7.5 0.25 VA 23707 Portsmouth Townhouse 7.5 0.25 VA 23435 Suffolk Condominium 7.5 0.25 VA 23707 Portsmouth Single Family 7.5 0.25 MD 21216 Baltimore Townhouse 7.5 0.25 MD 20785 Hyattsville Single Family 7 0.25 VA 23220 Richmond Single Family 8 0.25 VA 23523 Norfolk Single Family 7.5 0.25 VA 23503 Norfolk 2-4 Family 7.375 0.25 VA 23321 Chesapeake Townhouse 7.5 0.25 VA 23703 Portsmouth Single Family 7.5 0.25 GA 30291 Union City Single Family 7.375 0.25 GA 30314 Atlanta Single Family 7.625 0.25 NJ 7083 Union Single Family 7.25 0.25 CA 90272 Pacific Palisades Single Family 7.875 0.25 NJ 8753 Toms River Single Family 7.875 0.25 NV 89146 Las Vegas Single Family 6.5 0.25 NV 89134 Las Vegas PUD 6.5 0.25 NV 89122 Las Vegas PUD 7 0.25 CA 91505 Burbank Single Family 6.625 0.25 AZ 85323 Avondale PUD 8.75 0.25 NV 89101 Las Vegas Single Family 7.5 0.25 NV 89129 Las Vegas PUD 7.375 0.25 NV 89102 Las Vegas Single Family 6.375 0.25 AZ 85243 Queen Creek PUD 7.5 0.25 NV 89108 Las Vegas PUD 7.375 0.25 AZ 85037 Phoenix Condominium 7.875 0.25 NV 89103 Las Vegas Single Family 6.875 0.25 NV 89156 Las Vegas PUD 7.625 0.25 CA 92887 YORBA LINDA Single Family 8.75 0.25 IL 61241 Colona Single Family 7.75 0.25 FL 32209 Jacksonville 2-4 Family 8.625 0.25 OR 97850 La Grande Single Family 6.75 0.25 AZ 85607 Douglas Single Family 7 0.25 LA 70121 Jefferson Single Family 6.25 0.25 FL 32209 Jacksonville Single Family 7.125 0.25 MN 55912 Austin 2-4 Family 8.625 0.25 NV 89130 Las Vegas Townhouse 7.25 0.25 MN 56098 Winnebago Single Family 6.875 0.25 MD 21220 Middle River Townhouse 7.125 0.25 AZ 85268 FOUNTAIN HILLS Single Family 6.75 0.25 AZ 85013 PHOENIX Condominium 6.75 0.25 AZ 85258 SCOTTSDALE PUD 7.125 0.25 AZ 85367 YUMA Single Family 6.875 0.25 AZ 85381 PEORIA Single Family 6.875 0.25 AZ 85302 GLENDALE Single Family 6.875 0.25 AZ 85020 PHOENIX 2-4 Family 7.5 0.25 AZ 85326 BUCKEYE Single Family 6.875 0.25 AZ 85232 Florence PUD 7 0.25 AZ 85041 Phoenix PUD 6.75 0.25 AZ 85213 MESA Single Family 6.625 0.25 FL 32413 Panama City Beach Single Family 8.2 0.25 GA 31602 Valdosta Single Family 7.75 0.25 GA 31602 Valdosta Single Family 7.75 0.25 SC 29485 Summerville PUD 7.375 0.25 GA 30045 Lawrenceville Condominium 7.75 0.25 GA 31602 Valdosta Single Family 7.75 0.25 GA 30087 Stone Mountain Single Family 7.375 0.25 GA 31602 Valdosta Single Family 7.75 0.25 GA 30534 Dawsonville Single Family 7.5 0.25 GA 30909 Augusta PUD 7.5 0.25 GA 30045 Lawrenceville Single Family 8.125 0.25 GA 31602 Valdosta Single Family 7.75 0.25 GA 30189 Woodstock PUD 7.375 0.25 GA 30507 Gainesville Single Family 7.375 0.25 GA 30078 Snellville 2-4 Family 7.625 0.25 GA 30043 Lawrenceville Single Family 7.875 0.25 FL 32541 Destin PUD 6.875 0.25 GA 30024 Suwanee PUD 6.875 0.25 GA 31602 VALDOSTA Single Family 7.75 0.25 GA 31602 Valdosta Single Family 7.75 0.25 NC 28115 Mooresville Single Family 7.25 0.25 GA 30078 Snellville 2-4 Family 8.125 0.25 IN 46835 Fort Wayne Single Family 7.75 0.25 TX 76234 Decatur Single Family 7.75 0.25 TX 75126 Forney Single Family 7.875 0.25 TX 76063 Mansfield Single Family 7.5 0.25 TX 75134 Lancaster Single Family 7.25 0.25 TX 75035 Frisco PUD 6.75 0.25 TX 75137 Duncanville PUD 7.625 0.25 TX 76137 Fort Worth Single Family 7.625 0.25 TX 78617 Del Valle PUD 6.25 0.25 TX 76017 Arlington PUD 7.25 0.25 GA 30117 VILLA RICA 2-4 Family 9 0.25 GA 31406 Savannah PUD 6.375 0.25 GA 30127 POWDER SPRINGS PUD 7.875 0.25 AL 36111 Montgomery Single Family 6.375 0.25 TN 38028 Eads Single Family 6.5 0.25 GA 31820 Midland Single Family 6.25 0.25 GA 31322 Pooler PUD 6.375 0.25 AL 36695 Mobile Single Family 6 0.25 AL 36024 Eclectic Single Family 6.375 0.25 GA 30043 LAWRENCEVILLE Single Family 7.375 0.25 GA 30117 Carrollton 2-4 Family 8.875 0.25 GA 31719 AMERICUS Single Family 8.875 0.25 SC 29210 Columbia Single Family 7.5 0.25 AL 35053 CRANE HILL Single Family 5.875 0.25 TN 37064 Franklin PUD 7.75 0.25 AL 35563 Guin Single Family 7.25 0.25 GA 30102 ACWORTH Single Family 7.5 0.25 GA 30605 Athens 2-4 Family 7 0.25 TX 79912 El Paso Single Family 8.75 0.25 GA 30215 Fayetteville PUD 7.125 0.25 MI 48224 DETROIT Single Family 7.25 0.25 MI 48030 HAZEL PARK Single Family 8 0.25 MI 48072 BERKLEY Single Family 8.25 0.25 MI 48089 WARREN Single Family 7.5 0.25 MI 48341 Pontiac Single Family 7.25 0.25 MI 48221 Detroit 2-4 Family 7.5 0.25 MI 48066 ROSEVILLE Single Family 8.625 0.25 GA 30012 CONYERS Single Family 8.375 0.25 PA 19120 Philadelphia Single Family 6.875 0.25 PA 19020 Bensalem Condominium 7.75 0.25 NJ 8406 Ventnor City 2-4 Family 7.75 0.25 PA 19148 Phila Single Family 8 0.25 PA 18901 Doylestown 2-4 Family 7.25 0.25 PA 19050 Lansdowne Townhouse 7.5 0.25 PA 19144 Philadelphia Single Family 8.125 0.25 DE 19709 Middletown Single Family 7.375 0.25 PA 19138 Philadelphia 2-4 Family 7.5 0.25 PA 19018 Clifton Heights Single Family 7.375 0.25 NJ 8081 Sicklerville Condominium 7.125 0.25 NJ 8049 Magnolia Single Family 8.25 0.25 PA 19116 Philadelphia 2-4 Family 7.125 0.25 NJ 8043 Voorhees Single Family 7.875 0.25 DE 19804 Wilmington 2-4 Family 7.625 0.25 NJ 8234 Egg Harbor Township Single Family 6.875 0.25 PA 19142 Philadelphia Townhouse 7 0.25 PA 19475 Spring City Single Family 7.25 0.25 PA 19026 Drexel Hill Single Family 7.25 0.25 NJ 8094 FOLSOM Single Family 7.25 0.25 PA 19148 Philadelphia Townhouse 8 0.25 NJ 8021 Lindenwold Single Family 7.375 0.25 PA 19103 Philadelphia CO-OP 7.5 0.25 PA 19148 Philadelphia 2-4 Family 6.875 0.25 PA 19380 West Chester Single Family 7.875 0.25 NJ 8618 Trenton Single Family 7.375 0.25 PA 19143 Philadelphia 2-4 Family 7.25 0.25 NJ 8010 Beverly Single Family 7.5 0.25 NJ 8618 Trenton Townhouse 7.875 0.25 PA 19143 Philadelphia 2-4 Family 7.5 0.25 NJ 8401 Atlantic City Condominium 7.25 0.25 PA 19127 PHILADELPHIA 2-4 Family 8.125 0.25 NJ 8081 Sicklerville Single Family 7.375 0.25 PA 19148 Philadelphia Townhouse 7.875 0.25 PA 18901 New Britain Single Family 7.25 0.25 PA 19320 Coatesville Single Family 7.5 0.25 PA 19064 Springfield Single Family 8.25 0.25 DE 19701 Bear PUD 7.125 0.25 PA 19154 Philadelphia Single Family 7.875 0.25 NJ 8021 Lindenwold Single Family 7.375 0.25 PA 19136 Philadelphia Townhouse 7.875 0.25 NE 68104 Omaha Single Family 7.25 0.25 NE 68107 Omaha Single Family 7.25 0.25 NE 68104 Omaha Single Family 7.25 0.25 NE 68108 Omaha Single Family 7.25 0.25 NE 68104 Omaha Single Family 7.25 0.25 NE 68104 Omaha Single Family 7.25 0.25 CA 92103 SAN DIEGO 2-4 Family 7.5 0.25 WI 53576 ORFORDVILLE Single Family 7.125 0.25 MN 55337 BURNSVILLE Single Family 6.75 0.25 MD 21009 ABINGDON Townhouse 8 0.25 FL 33913 FORT MYERS PUD 7.125 0.25 VA 23661 HAMPTON Single Family 6.875 0.25 FL 32097 YULEE Single Family 7.75 0.25 IA 52404 CEDAR RAPIDS Single Family 7.25 0.25 GA 30038 LITHONIA Single Family 7.5 0.25 IA 52804 DAVENPORT 2-4 Family 8.375 0.25 VA 23112 MIDLOTHIAN PUD 7.75 0.25 VA 22601 WINCHESTER Single Family 7.5 0.25 GA 30034 DECATUR Single Family 7.5 0.25 GA 30097 DULUTH Single Family 7 0.25 DC 20019 WASHINGTON Single Family 7.5 0.25 VA 24401 STAUNTON Single Family 7 0.25 GA 30067 MARIETTA PUD 7.25 0.25 MD 21085 JOPPA Single Family 7 0.25 GA 30044 LAWRENCEVILLE Single Family 6.75 0.25 FL 32223 JACKSONVILLE PUD 7.25 0.25 IA 52302 MARION 2-4 Family 8.5 0.25 VA 23836 CHESTER Townhouse 7.5 0.25 IA 52403 CEDAR RAPIDS Single Family 7.125 0.25 VA 23805 PETERSBURG Single Family 7.625 0.25 MD 20772 UPPER MARLBORO Single Family 7.375 0.25 DC 20011 WASHINGTON Single Family 8.5 0.25 VA 22182 Vienna Single Family 6.875 0.25 NJ 8904 Highland Park Single Family 7.875 0.25 NJ 8610 Trenton Single Family 8.25 0.25 NJ 8610 Trenton Single Family 8.25 0.25 CO 80601 BRIGHTON Single Family 7.875 0.25 TX 78201 San Antonio Single Family 7.5 0.25 CO 80601 BRIGHTON Single Family 7.875 0.25 CA 92324 COLTON Single Family 6.875 0.25 TX 78230 SAN ANTONIO PUD 7.875 0.25 CA 92336 FONTANA Single Family 7.625 0.25 IL 61107 Rockford 2-4 Family 8.25 0.25 MO 65721 Ozark Single Family 6.875 0.25 KS 67218 Wichita Single Family 7.875 0.25 OK 74136 Tulsa Single Family 7.875 0.25 IN 46307 Crown Point PUD 6.875 0.25 TN 38135 Memphis Single Family 8 0.25 MN 56425 Baxter Single Family 7.75 0.25 FL 34606 Spring Hill Single Family 8.75 0.25 MO 63033 Florissant Condominium 8.125 0.25 KS 66216 Lenexa Single Family 7.875 0.25 KS 67217 Wichita Single Family 7.875 0.25 KS 67216 Wichita Single Family 7.875 0.25 NC 28269 Charlotte PUD 7.5 0.25 MO 63109 Saint Louis 2-4 Family 8.125 0.25 OH 44106 Cleveland 2-4 Family 8.25 0.25 MI 48228 Detroit Single Family 7.25 0.25 NC 28079 Indian Trail PUD 7.625 0.25 AZ 85208 MESA Single Family 7.875 0.25 AZ 85353 TOLLESON Single Family 7.375 0.25 AZ 85223 ARIZONA CITY Single Family 7.375 0.25 IN 46221 Indianapolis PUD 7.5 0.25 DC 20032 WASHINGTON Condominium 6.25 0.25 TX 77554 GALVESTON PUD 6.5 0.25 VA 20164 STERLING PUD 8.25 0.25 TX 78213 SAN ANTONIO Single Family 7.875 0.25 TX 78253 SAN ANTONIO PUD 7.375 0.25 TX 75219 DALLAS 2-4 Family 8.75 0.25 TX 75052 GRAND PRAIRIE Single Family 8 0.25 TX 78229 SAN ANTONIO Condominium 7.25 0.25 TX 75089 ROWLETT Single Family 7.375 0.25 TX 75165 WAXAHACHIE PUD 6.5 0.25 TX 75424 BLUE RIDGE 2-4 Family 7.875 0.25 TX 75048 SACHSE Single Family 7.375 0.25 TX 75126 FORNEY PUD 7.625 0.25 TX 76108 FORT WORTH Single Family 8.25 0.25 TX 78258 SAN ANTONIO PUD 7.5 0.25 TX 76015 ARLINGTON Single Family 7.375 0.25 TX 76249 KRUM PUD 6.875 0.25 TX 75149 MESQUITE Single Family 7.875 0.25 TX 75035 FRISCO Single Family 7.5 0.25 TX 75146 LANCASTER Single Family 7.875 0.25 NY 13032 Canastota 2-4 Family 7.625 0.25 CA 92870 Placentia PUD 6.875 0.25 STATE LPMI TRUSTFEE MSERV CURRENT_NET_COUPON MATURITY_DATE STATED_ORIGINAL_TERM 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20360501 360 VA 0 N/A 0.0175 7.2325 20360401 360 VA 0 N/A 0.0175 7.9825 20360501 360 TX 0 N/A 0.0175 7.2325 20360401 360 VA 0 N/A 0.0175 7.2325 20360501 360 MD 0 N/A 0.0175 6.9825 20360401 360 VA 0 N/A 0.0175 6.1075 20360501 360 MD 0 N/A 0.0175 6.2325 20360501 360 GA 0 N/A 0.0175 6.7325 20360501 360 MA 0 N/A 0.0175 7.2325 20360501 360 MD 0 N/A 0.0175 6.8575 20360401 360 MD 0 N/A 0.0175 6.8575 20360401 360 MD 0 N/A 0.0175 6.6075 20360401 360 GA 0 N/A 0.0175 8.4825 20360401 360 MD 0 N/A 0.0175 6.6075 20360401 360 TN 0 N/A 0.0175 8.6075 20360501 360 MD 0 N/A 0.0175 6.6075 20360601 360 MD 0 N/A 0.0175 7.4825 20360401 360 TN 0 N/A 0.0175 6.9825 20360301 360 DE 0 N/A 0.0175 6.8575 20360501 360 MD 0 N/A 0.0175 6.7325 20360301 360 IL 0 N/A 0.0175 7.6075 20360301 360 MD 0 N/A 0.0175 6.1075 20360301 360 MD 0 N/A 0.0175 6.9825 20360401 360 VA 0 N/A 0.0175 6.9825 20360301 360 IL 0 N/A 0.0175 8.7325 20360401 360 MD 0 N/A 0.0175 6.6075 20360401 360 GA 0 N/A 0.0175 6.9825 20360401 360 MD 0 N/A 0.0175 7.1075 20360401 360 NY 0 N/A 0.0175 6.6075 20360301 360 VA 0 N/A 0.0175 6.8575 20360401 360 MI 0 N/A 0.0175 7.4825 20360501 360 CT 0 N/A 0.0175 7.3575 20360501 360 GA 0 N/A 0.0175 7.1075 20360501 360 MO 0 N/A 0.0175 7.2325 20360501 360 TX 0 N/A 0.0175 5.7325 20360501 360 UT 0 N/A 0.0175 7.3575 20360501 360 CO 0 N/A 0.0175 7.3575 20360501 360 VA 0 N/A 0.0175 6.4825 20360301 360 MD 0 N/A 0.0175 6.6075 20360301 360 NJ 0 N/A 0.0175 6.7325 20360201 360 CA 0 N/A 0.0175 7.4825 20360301 360 VA 0 N/A 0.0175 6.8575 20360201 360 TN 0 N/A 0.0175 7.7325 20360201 360 TN 0 N/A 0.0175 8.7325 20360301 360 NJ 0 N/A 0.0175 6.8575 20360201 360 TN 0 N/A 0.0175 6.3575 20360301 360 PA 0 N/A 0.0175 6.1075 20360201 360 MD 0 N/A 0.0175 6.6075 20360301 360 VA 0 N/A 0.0175 7.3575 20360301 360 VA 0 N/A 0.0175 7.7325 20360301 360 FL 0 N/A 0.0175 7.4825 20360401 360 NJ 0 N/A 0.0175 7.4825 20360401 360 FL 0 N/A 0.0175 6.2325 20360401 360 FL 0 N/A 0.0175 7.6075 20360401 360 PA 0 N/A 0.0175 6.4825 20360401 360 NJ 0 N/A 0.0175 6.6075 20360401 360 FL 0 N/A 0.0175 6.4825 20360401 360 FL 0 N/A 0.0175 6.3575 20360401 360 DC 0 N/A 0.0175 6.6075 20360401 360 MA 0 N/A 0.0175 7.6075 20360401 360 CT 0 N/A 0.0175 7.6075 20360401 360 MD 0 N/A 0.0175 6.6075 20360401 360 MD 0 N/A 0.0175 6.6075 20360401 360 PA 0 N/A 0.0175 6.4825 20360401 360 NY 0 N/A 0.0175 6.2325 20360401 360 NY 0 N/A 0.0175 7.7225 20351201 360 FL 0 N/A 0.0175 8.1075 20351201 360 NY 0 N/A 0.0175 6.8575 20360501 360 NY 0 N/A 0.0175 6.9825 20360301 360 NY 0 N/A 0.0175 6.7325 20360501 360 NY 0 N/A 0.0175 6.9825 20360501 360 DC 0 N/A 0.0175 5.7325 20360301 360 MD 0 N/A 0.0175 7.2325 20360401 360 DC 0 N/A 0.0175 5.7325 20360301 360 MD 0 N/A 0.0175 7.2325 20360401 360 NC 0 N/A 0.0175 7.1075 20360501 360 NJ 0 N/A 0.0175 6.9825 20360501 360 NC 0 N/A 0.0175 7.3575 20360601 360 NJ 0 N/A 0.0175 6.9825 20360401 360 NJ 0 N/A 0.0175 7.1075 20360501 360 NJ 0 N/A 0.0175 7.3575 20360501 360 NJ 0 N/A 0.0175 7.8575 20360301 360 NJ 0 N/A 0.0175 8.3575 20360401 360 NJ 0 N/A 0.0175 7.4825 20360401 360 NJ 0 N/A 0.0175 8.1075 20360501 360 FL 0 N/A 0.0175 6.9825 20360401 360 NJ 0 N/A 0.0175 7.8575 20360501 360 NJ 0 N/A 0.0175 6.9825 20360501 360 NJ 0 N/A 0.0175 6.9825 20360201 360 NY 0 N/A 0.0175 6.6075 20360601 360 NJ 0 N/A 0.0175 7.7325 20360501 360 NJ 0 N/A 0.0175 7.4825 20360501 360 MI 0 N/A 0.0175 7.7325 20360201 360 TX 0 N/A 0.0175 6.9825 20360401 360 FL 0 N/A 0.0175 8.1075 20360401 360 TX 0 N/A 0.0175 6.9825 20360401 360 FL 0 N/A 0.0175 6.6075 20360501 360 MI 0 N/A 0.0175 6.7325 20360401 360 CA 0 N/A 0.0175 7.9825 20360501 360 WA 0 N/A 0.0175 7.2325 20360501 360 TX 0 N/A 0.0175 7.9825 20360501 360 TX 0 N/A 0.0175 6.6075 20360501 360 CA 0 N/A 0.0175 7.2325 20360501 360 OR 0 N/A 0.0175 7.2325 20360501 360 FL 0 N/A 0.0175 6.4825 20360501 360 TX 0 N/A 0.0175 7.1075 20360401 360 TX 0 N/A 0.0175 8.3575 20360501 360 VA 0 N/A 0.0175 6.7325 20360201 360 TX 0 N/A 0.0175 6.6075 20360501 360 TX 0 N/A 0.0175 7.4825 20360501 360 TX 0 N/A 0.0175 7.4825 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6.4825 20360301 360 TN 0 N/A 0.0175 6.6075 20360401 360 AL 0 N/A 0.0175 7.1075 20360401 360 FL 0 N/A 0.0175 6.9825 20360501 360 FL 0 N/A 0.0175 6.6075 20360401 360 TN 0 N/A 0.0175 6.6075 20360401 360 FL 0 N/A 0.0175 7.2325 20360401 360 AL 0 N/A 0.0175 6.7325 20360301 360 FL 0 N/A 0.0175 6.4825 20360401 360 TN 0 N/A 0.0175 6.2325 20360401 360 FL 0 N/A 0.0175 7.4825 20360401 360 AL 0 N/A 0.0175 6.2325 20360201 360 MS 0 N/A 0.0175 6.9825 20360501 360 LA 0 N/A 0.0175 7.1075 20360301 360 TN 0 N/A 0.0175 6.1075 20360201 360 GA 0 N/A 0.0175 7.1075 20360401 360 TN 0 N/A 0.0175 7.1075 20360401 360 KY 0 N/A 0.0175 7.1075 20360401 360 TN 0 N/A 0.0175 7.6075 20360401 360 FL 0 N/A 0.0175 7.3575 20360301 360 GA 0 N/A 0.0175 6.7325 20360301 360 GA 0 N/A 0.0175 7.3575 20360501 360 GA 0 N/A 0.0175 7.2325 20360401 360 GA 0 N/A 0.0175 7.2325 20360501 360 AL 0 N/A 0.0175 7.3575 20360501 360 GA 0 N/A 0.0175 7.2325 20360401 360 GA 0 N/A 0.0175 8.1075 20360401 360 GA 0 N/A 0.0175 7.4825 20360401 360 GA 0 N/A 0.0175 7.2325 20360501 360 GA 0 N/A 0.0175 8.2325 20360501 360 GA 0 N/A 0.0175 7.4825 20360501 360 NC 0 N/A 0.0175 6.9825 20360401 360 GA 0 N/A 0.0175 6.9825 20360501 360 MO 0 N/A 0.0175 7.8575 20360501 360 GA 0 N/A 0.0175 6.9825 20360301 360 GA 0 N/A 0.0175 7.4825 20360401 360 TN 0 N/A 0.0175 7.2325 20360501 360 GA 0 N/A 0.0175 6.6075 20360401 360 NY 0 N/A 0.0175 7.2325 20360501 360 NJ 0 N/A 0.0175 6.7325 20360501 360 NJ 0 N/A 0.0175 7.2325 20360501 360 PA 0 N/A 0.0175 7.4825 20360501 360 PA 0 N/A 0.0175 7.6075 20360401 360 NY 0 N/A 0.0175 8.6075 20360301 360 PA 0 N/A 0.0175 7.2325 20360401 360 NJ 0 N/A 0.0175 6.7325 20360401 360 PA 0 N/A 0.0175 8.4825 20360301 360 PA 0 N/A 0.0175 7.1075 20360401 360 NJ 0 N/A 0.0175 7.2325 20360501 360 CT 0 N/A 0.0175 7.6075 20360501 360 CT 0 N/A 0.0175 6.8575 20360301 360 FL 0 N/A 0.0175 6.6075 20360501 360 FL 0 N/A 0.0175 6.6075 20360501 360 NY 0 N/A 0.0175 6.3575 20360301 360 NY 0 N/A 0.0175 6.2325 20360401 360 NY 0 N/A 0.0175 7.6075 20360501 360 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N 181464 GA 359 000 Xx X 000000 XX 000 000 Xx X 00000 XX 000 000 Xx X 000000 XX 000 000 Xx X 00000 XX 358 360 No N 191192 GA 358 360 No N 171920 GA 358 360 No N 126720 GA 357 360 No N 171992 GA 359 000 Xx X 000000 XX 357 000 Xx X 000000 XX 000 000 Xx X 00000 XX 000 000 Xx X 000000 XX 000 000 Xx X 000000 XX 000 000 Xx X 00000 XX 359 360 Xx X 00000 XX 357 000 Xx X 000000 XX 000 000 Xx X 000000 XX 000 000 Xx X 000000 XX 000 000 Xx X 00000 XX 000 000 Xx X 000000 XX 000 360 No N 112045.5 FL 358 360 No N 128445 GA 358 360 No N 195200 GA 358 360 No N 177571 NC 359 360 No N 128500 GA 359 360 No N 111160 IL 359 000 Xx X 000000 XX 359 360 No N 1000000 HI 359 360 Xx X 000000 XX 358 360 No N 650000 CO 360 360 Xx X 000000 XX 359 360 No N 100000 FL 358 360 No N 227500 CA 358 360 No N 307500 CA 358 360 Xx X 000000 XX 000 000 Xx X 000000 XX 000 360 Xx X 00000 XX 355 360 Xx X 000000 XX 000 000 Xx X 00000 XX 358 360 No N 172000 TX 357 360 No N 103760 IL 359 360 Xx X 000000 XX 000 000 Xx X 00000 XX 357 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552000 CA 356 360 No N 462000 TX 358 360 Xx X 00000 XX 359 000 Xx X 000000 XX 358 360 No N 214773 NV 359 360 Xx X 000000 XX 000 000 Xx X 000000 XX 000 000 No N 228700 MI 358 360 No N 327600 IN 358 000 Xx X 000000 XX 359 360 No N 204800 CT 359 360 No N 320000 IN 358 360 No N 73600 NH 358 360 No N 220200 MA 356 360 Xx X 000000 XX 000 000 Xx X 000000 XX 358 360 No N 226100 RI 359 360 No N 348000 MA 356 360 No N 200000 MA 358 360 No N 468700 MI 358 360 Xx X 00000 XX 358 360 No N 552500 NH 359 360 No N 200900 CA 359 000 Xx X 000000 XX 359 360 No N 180800 FL 358 360 No N 244000 TX 358 360 No N 89000 MS 359 360 No N 71600 IN 359 360 No N 56800 OK 358 000 Xx X 00000 XX 000 360 No N 210800 IN 358 000 Xx X 000000 XX 358 360 No N 50000 OH 357 000 Xx X 000000 XX 000 000 Xx X 00000 XX 358 360 Xx X 000000 XX 000 360 No N 151600 OK 358 360 No N 55360 WY 359 360 No N 74000 UT 359 360 No N 122400 UT 359 360 No N 108800 CA 359 360 No N 319200 TX 359 360 No N 148000 AZ 000 000 Xx X 000000 XX 359 000 Xx X 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GA 20060501 538.75 75093.49 80 GA 20060501 833.47 119022.52 80 GA 20060601 405.54 57956.96 80 GA 20060601 910 134400 80 GA 20060501 538.75 75093.49 80 GA 20060501 963.18 156720 80 GA 20060501 1036.01 149771.02 73.16999817 GA 20060501 1925.2 271605.01 80 GA 20060601 1269.75 174999.48 80 FL 20060701 8113.07 1235000 65 GA 20060401 3310.92 502722.44 70 GA 20060501 538.75 75093.49 80 GA 20060501 538.75 75093.49 80 NC 20060601 783 129600 80 GA 20060601 1900.2 255752.59 80 IN 20060601 721.57 100648.91 80 TX 20060501 630.44 87875.38 80 TX 20060601 683.89 94255.09 80 TX 20060501 506.23 72292.2 80 TX 20060501 521.18 76280.44 80 TX 20060601 1268.66 195368.16 80 TX 20060601 1047.17 164800 80 TX 20060501 600.72 84748.75 80 TX 20060401 458.22 74206.05 79.33999634 TX 20060601 2019.24 295768.37 80 GA 20060501 547.15 67925.42 80 GA 20060201 3056.97 486516.88 79.66999817 GA 20060601 1290.04 177797.56 80 AL 20060301 4990.96 797012.46 66.66999817 TN 20060301 3160.35 497813.16 79.37000275 GA 20060301 2635.27 425856.31 74.43000031 GA 20060201 2903.53 463226.64 95 AL 20060401 3213.6 534391.18 80 AL 20060301 2994.39 478177.58 71.11000061 GA 20060501 1049.83 151767.97 80 GA 20060501 521.94 65526.18 80 GA 20060601 318.26 39977.57 80 SC 20060501 703.69 100490.15 80 AL 20060201 3377.69 568060.52 78.76000214 TN 20060501 1782.43 248447.66 80 AL 20060601 900.48 131897.02 80 GA 20060601 676.49 96678.2 75 GA 20060301 574.83 86114.19 80 TX 20060201 1737.33 219965.87 75 GA 20060501 2317.59 343448.19 80 MI 20060501 542.33 79237.63 75 MI 20060401 399.17 54289.76 80 MI 20060501 1081.82 143815.73 76.80000305 MI 20060501 559.37 79880.89 80 MI 20060201 474.79 69308.55 80 MI 20060201 524.41 74718.2 75 MI 20060501 535.12 68718.47 80 GA 20060601 796.56 104734.86 77.05999756 PA 20060501 573.79 87196.82 80 PA 20060501 1031.63 143796.08 80 NJ 20060501 3215.26 448164.43 80 PA 20060601 520.97 70952.36 78.88999939 PA 20060701 2882.19 422500 65 PA 20060501 559.37 79879.96 80 PA 20060501 412.41 55379.87 80 DE 20060601 2320.67 335744.33 80 PA 20060601 536.3 76643.08 79.97000122 PA 20060501 828.26 119736.94 80 NJ 20060401 611.74 90580.86 80 NJ 20060501 940.59 125039.77 80 PA 20060501 1298.93 192490.72 80 NJ 20060401 1101.53 151604.28 80 DE 20060201 849.35 119560.19 80 NJ 20060601 1718.29 299920 80 PA 20060501 425.26 63814.91 80 PA 20060501 447.51 65497.33 78.09999847 PA 20060501 933.22 136485.31 80 NJ 20060501 1036.36 151682.26 80 PA 20060501 1174.02 159683.91 80 NJ 20060601 1082.98 156680.69 80 PA 20060501 4195.29 599106.64 80 PA 20060601 919.7 139882.38 80 PA 20060601 3532.54 486864.71 80 NJ 20060501 1210.06 174928.13 80 PA 20060501 382.02 55912.36 80 NJ 20060601 724.39 103523.11 80 NJ 20060501 556.85 76693.95 80 PA 20060601 459.38 65651.25 90 NJ 20060501 764.04 111824.73 80 PA 20060501 1158.3 155795.21 80 NJ 20060501 1480.81 214071.74 80 PA 20060501 475.65 65509.4 76.27999878 PA 20060601 3383.59 495613.08 78.73000336 PA 20060501 643.28 91863.01 80 PA 20060601 1534.5 223200 80 DE 20060601 1258.28 211920 80 PA 20060501 1131.11 155784.58 80 NJ 20060501 989.05 142606.4 80 PA 20060601 1073.1 147898.15 80 NE 20060501 420.22 61503.6 80 NE 20060601 447.51 65548.82 80 NE 20060601 447.51 65548.82 80 NE 20060601 398.4 58354.43 80 NE 20060501 436.59 63899.85 80 NE 20060601 529.37 77539.46 80 CA 20060501 3816.81 579615.18 80 WI 20060601 1401.33 207833 65 MN 20060601 1515.19 269367.88 80 MD 20060601 1174.02 159892.65 80 FL 20060501 2452.34 363416.09 70 VA 20060501 504.52 76670.59 80 FL 20060601 610.38 85139.87 80 IA 20060601 567.57 83135.1 80 GA 20060501 666 95108.18 75 IA 20060701 668.86 88000 80 VA 20060501 813.84 113439.14 78.33999634 VA 20060501 1985.77 283577.14 80 GA 20060501 503.43 71892.81 80 GA 20060601 1889.46 283767.21 80 DC 20060501 2377.33 339493.76 81.73000336 VA 20060601 766.43 115105.57 71.33000183 GA 20060601 2101.1 305508.81 80 MD 20060401 1679.42 287900 79.98999786 GA 20060401 733.5 130400 80 FL 20060501 1309.78 191699.54 80 IA 20060501 999.59 129841.93 80 VA 20060601 797.1 113915.4 75 IA 20060501 1059.09 156947.83 80 VA 20060501 481.3 67901.25 80 MD 20060601 1726.69 249809.77 72.45999908 DC 20060601 865.03 112431.84 75 VA 20060501 4729.89 718786.75 80 NJ 20060601 1798.17 247829.33 80 NJ 20060501 751.27 99872.02 80 NJ 20060501 691.17 91882.26 80 CO 20060601 892.5 136000 80 TX 20060501 699.21 99851.12 80 CO 20060601 803.51 122440 78.83999634 CA 20060501 1512.5 264000 79.04000092 TX 20060601 1953.85 269285.55 79.95999908 CA 20060601 2694.17 424000 80 IL 20060601 578.48 76950.9 70 MO 20060601 703.18 106950.07 80 KS 20060601 377.04 51964.21 74.29000092 OK 20060601 5750.53 792554.19 70 IN 20060601 982.24 149394.38 80 TN 20060401 493.09 67063.83 80 MN 20060501 1091.73 169042 80 FL 20060601 524.42 71920 80 MO 20060501 379.17 56000 80 KS 20060501 1022.06 140765.34 80 KS 20060601 320.84 44219.55 75 KS 20060601 326.28 44969.03 75 NC 20060501 706.49 100889.55 80 MO 20060601 919.48 135800 70 OH 20060601 1238.09 164694.91 80 MI 20060601 435.6 72100 70 NC 20060401 1434.84 202276.69 80 AZ 20060601 1160.11 159889.89 80 AZ 20060501 628.51 90861.1 70 AZ 20060501 732.12 105838.18 80 IN 20060201 571.25 91400 79.97000122 DC 20060301 656.11 106152.38 80 TX 20060401 1152.89 181902.65 80 VA 20060201 2227.5 324000 80 TX 20060601 406.04 55961.46 80 TX 20060501 894.83 145600 80 TX 20060501 2808.75 385200 80 TX 20060601 762.53 103850.27 80 TX 20060501 370.01 54155.12 80 TX 20060601 727.67 118400 80 TX 20060601 590.16 108952 80 TX 20060601 672 102400 80 TX 20060501 759.22 109757.21 77.95999908 TX 20060401 736.26 115870 80 TX 20060601 480.21 63879.24 80 TX 20060601 1342.49 191857.51 80 TX 20060501 358.6 51840.74 80 TX 20060501 892.11 135571.17 80 TX 20060501 580.06 79889.52 80 TX 20060601 692.68 110828 80 TX 20060501 446.06 61435.06 80 NY 20060601 371.6 52461.99 70 CA 20060501 2236.19 339826.4 80 STATE MI MERS MARGIN NEXT_RATE_ADJ_DATE1 -------------------------------------------------------------------------------------------------------------------------------- CO No MI 100245400024161056 N/A N/A TX No MI 100245400024173556 N/A N/A MD No MI 100177399060100105 N/A N/A MO No MI 100024200011719701 N/A N/A MD No MI 100177399051111970 N/A N/A NC No MI 100245400023655520 N/A N/A WI No MI 100024200011934888 N/A N/A IN No MI 100245400023842219 N/A N/A OR No MI 100245400024174554 N/A N/A MD No MI 100177399051212703 N/A N/A VA No MI 100245400024462173 N/A N/A AZ No MI 100053700000467745 N/A N/A VA No MI 100218000000175824 N/A N/A MD No MI 100218000000180410 N/A N/A DC No MI 100218000000176970 N/A N/A VA No MI 100218000000175170 N/A N/A DC No MI 100218000000175097 N/A N/A DC No MI 100218000000182952 N/A N/A VA No MI 100218000000182705 N/A N/A VA No MI 100218000000178380 N/A N/A VA No MI 100218000000174207 N/A N/A GA No MI 100218000000180873 N/A N/A MD No MI 100218000000175030 N/A N/A VA No MI 100218000000181137 N/A N/A VA No MI 0 N/A N/A VA No MI 100218000000181343 N/A N/A TX No MI 100218000000176988 N/A N/A VA No MI 100218000000180261 N/A N/A MD No MI 100218000000175436 N/A N/A VA No MI 100218000000178125 N/A N/A MD No MI 100218000000179651 N/A N/A GA No MI 100218000000178265 N/A N/A MA No MI 100218000000180824 N/A N/A MD No MI 100218000000177036 N/A N/A MD No MI 100218000000177150 N/A N/A MD No MI 100212504000258692 N/A N/A GA No MI 100212504000262710 N/A N/A MD No MI 100212504000255839 N/A N/A TN No MI 100212504000270853 N/A N/A MD No MI 100212504000284300 N/A N/A MD No MI 100212504000257991 N/A N/A TN No MI 100212504000250160 N/A N/A DE No MI 100212504000278179 N/A N/A MD No MI 100212504000251291 N/A N/A IL No MI 100212504000253982 N/A N/A MD No MI 100212504000249667 N/A N/A MD No MI 100212504000256159 N/A N/A VA No MI 100212504000258320 N/A N/A IL No MI 100212504000258338 N/A N/A MD No MI 100212504000261902 N/A N/A GA No MI 100212504000262330 N/A N/A MD No MI 100022100135920015 N/A N/A NY No MI 100212504000235476 N/A N/A VA No MI 100212504000162043 N/A N/A MI No MI 100203000152256429 N/A N/A CT No MI 100203000137939636 N/A N/A GA No MI 100060806040046273 N/A N/A MO No MI 0 N/A N/A TX No MI 100060806040046406 N/A N/A UT No MI 100060806040047818 N/A N/A CO No MI 100060806040047289 N/A N/A VA No MI 100051110000053404 N/A N/A MD No MI 100051110000055197 N/A N/A NJ No MI 100051110000049976 N/A N/A CA No MI 100051110000051980 N/A N/A VA No MI 100051110000050529 N/A N/A TN No MI 100051110000052129 N/A N/A TN No MI 100051110000055239 N/A N/A NJ No MI 100051110000051691 N/A N/A TN No MI 100051110000053325 N/A N/A PA No MI 100051110000005034 N/A N/A MD No MI 100051110000053713 N/A N/A VA No MI 100051110000052772 N/A N/A VA No MI 100051110000052517 N/A N/A FL No MI 100353006032200295 N/A N/A NJ No MI 100353006032300269 N/A N/A FL No MI 100353006031700394 N/A N/A FL No MI 100353006032300111 N/A N/A PA No MI 100353006032200022 N/A N/A NJ No MI 100353006032800235 N/A N/A FL No MI 10035300603310007 N/A N/A FL No MI 100353006032200592 N/A N/A DC No MI 100353006032800284 N/A N/A MA No MI 100353006032900282 N/A N/A CT No MI 100353006033100197 N/A N/A MD No MI 10035300603270005 N/A N/A MD No MI 100353006032200261 N/A N/A PA No MI 100353006032100065 N/A N/A NY No MI 100371300060200006 N/A N/A NY No MI 100038600000710073 N/A N/A FL No MI 0 N/A N/A NY No MI 100038600000118423 N/A N/A NY No MI 100038600000115213 N/A N/A NY Radian Guaranty 100038600000116773 N/A N/A NY No MI 100038600000117698 N/A N/A DC No MI 100090704306020047 N/A N/A MD No MI 100090707606020047 N/A N/A DC No MI 100090704306020054 N/A N/A MD No MI 100090704306020997 N/A N/A NC No MI 100127500000086145 N/A N/A NJ No MI 100246606032400042 N/A N/A NC No MI 100246606050900097 N/A N/A NJ No MI 100246606031300102 N/A N/A NJ No MI 100246606041300076 N/A N/A NJ No MI 100246606030700062 N/A N/A NJ No MI 100246606012500027 N/A N/A NJ No MI 100246606022200006 N/A N/A NJ No MI 100261206030600006 N/A N/A NJ No MI 100246606033000007 N/A N/A FL No MI 100246606021400029 N/A N/A NJ No MI 100246606032900074 N/A N/A NJ No MI 100246606040600096 N/A N/A NJ Mortgage Guaranty In 100288010050903368 N/A N/A NY No MI 100246606042000089 N/A N/A NJ No MI 100246606032700003 N/A N/A NJ No MI 100246606033100013 N/A N/A MI No MI 100098500040206047 N/A N/A TX No MI 100098500040213472 N/A N/A FL No MI 100098500040217291 N/A N/A TX No MI 100098500040228355 N/A N/A FL No MI 100098500040215345 N/A N/A MI No MI 100098500040219115 N/A N/A CA No MI 100098500040229650 N/A N/A WA No MI 100098500040234247 N/A N/A TX No MI 100098500040234924 N/A N/A TX No MI 100098500040229676 N/A N/A CA No MI 100098500040231300 N/A N/A OR No MI 100009850004022950 N/A N/A FL No MI 100098500040234429 N/A N/A TX No MI 100098500040224263 N/A N/A TX No MI 100098500040226607 N/A N/A VA No MI 100098500040210197 N/A N/A TX No MI 100098500040225997 N/A N/A TX No MI 100098500040236762 N/A N/A TX No MI 100098500040236796 N/A N/A WA No MI 100098500040231037 N/A N/A TX No MI 100098500040230260 N/A N/A TX No MI 100098500040226599 N/A N/A FL No MI 100361200005501835 N/A N/A FL No MI 100361200000601622 N/A N/A NJ No MI 100157901000857134 N/A N/A NJ No MI 100157901000898914 N/A N/A NJ No MI 0 N/A N/A NJ No MI 100022100137846085 N/A N/A CT No MI 100022100131437717 N/A N/A NJ No MI 100022100153078464 N/A N/A MA No MI 100022100137573986 N/A N/A NM No MI 100022100152378600 N/A N/A MI No MI 100022100137716627 N/A N/A CO No MI 100328400000604152 N/A N/A MN No MI 0 N/A N/A LA No MI 0 N/A N/A AL No MI 100022100138556220 N/A N/A FL No MI 0 N/A N/A FL No MI 0 N/A N/A AL No MI 100022100137172854 N/A N/A TN No MI 100022100152270690 N/A N/A FL No MI 100022100137175584 N/A N/A FL No MI 100022100152343968 N/A N/A FL No MI 0 N/A N/A MS Republic MIC 100022100152268553 N/A N/A GA No MI 0 N/A N/A FL No MI 0 N/A N/A TN No MI 100022100152268223 N/A N/A AL No MI 100022100137174009 N/A N/A FL No MI 0 N/A N/A FL No MI 100022100152267563 N/A N/A TN No MI 100022100152267316 N/A N/A FL No MI 100022100152270773 N/A N/A AL No MI 100022100137173191 N/A N/A FL No MI 100022100137174678 N/A N/A TN No MI 100022100152266995 N/A N/A FL No MI 100022100152271193 N/A N/A AL No MI 100022100134713395 N/A N/A MS No MI 100022100135836955 N/A N/A LA No MI 100022100135841724 N/A N/A TN No MI 100022100134716448 N/A N/A GA No MI 0 N/A N/A TN No MI 100022100137175253 N/A N/A KY No MI 0 N/A N/A TN No MI 0 N/A N/A FL No MI 100022100135841989 N/A N/A GA No MI 100184622160125008 N/A N/A GA No MI 100184634060308006 N/A N/A GA No MI 100184634060301019 N/A N/A GA No MI 100184698160407042 N/A N/A AL No MI 100184698160323033 N/A N/A GA No MI 100184698160301070 N/A N/A GA No MI 100184698160315179 N/A N/A GA No MI 100184620160313053 N/A N/A GA No MI 0 N/A N/A GA No MI 100184622160324007 N/A N/A GA No MI 0 N/A N/A NC No MI 100184601160207057 N/A N/A GA No MI 100184698160321136 N/A N/A MO No MI 100184698160403033 N/A N/A GA No MI 100184624160118017 N/A N/A GA No MI 100184698160323017 N/A N/A TN No MI 100184619160105006 N/A N/A GA No MI 100184698160208218 N/A N/A NY No MI 100163405776705305 N/A N/A NJ No MI 100163405776705511 N/A N/A NJ No MI 100086803051000208 N/A N/A PA No MI 100086801060302094 N/A N/A PA No MI 100086801060201916 N/A N/A NY No MI 100086801060200363 N/A N/A PA No MI 100086801060201775 N/A N/A NJ No MI 100086805060200679 N/A N/A PA No MI 100086817060200021 N/A N/A PA No MI 100086801060102510 N/A N/A NJ No MI 100086803051000174 N/A N/A CT Radian Guaranty 100314507700876744 N/A N/A CT No MI 100314507700850459 N/A N/A FL No MI 100314507700885992 N/A N/A FL No MI 100314507700886024 N/A N/A NY No MI 100314507700836599 N/A N/A NY No MI 100314507700849352 N/A N/A NY No MI 100314507700773859 N/A N/A NY No MI 100314507700856597 N/A N/A NY No MI 100314507700851051 N/A N/A NY No MI 100314507700861621 N/A N/A FL No MI 100314507700886016 N/A N/A CT No MI 100314507700855417 N/A N/A FL No MI 100314507700886099 N/A N/A IL No MI 100169900032600013 N/A N/A NJ No MI 100076400000919281 N/A N/A PA No MI 100076400000918234 N/A N/A NJ No MI 100076400000919737 N/A N/A NJ No MI 100076400000919257 N/A N/A NJ No MI 100076400000919265 N/A N/A NJ No MI 100076400000920164 N/A N/A AZ No MI 100414001000149613 N/A N/A AZ No MI 100414001000149092 N/A N/A TX No MI 100414001000151049 N/A N/A CO No MI 100414001000154035 N/A N/A AZ No MI 100414001000153698 N/A N/A AZ No MI 100414001000106522 N/A N/A AZ No MI 100414001000150025 N/A N/A CA No MI 100414001000148367 N/A N/A AR No MI 0 N/A N/A TX No MI 0 N/A N/A TX No MI 10005210000602522- N/A N/A TX No MI 100052100006017555 N/A N/A TX No MI 1000521-0000601761 N/A N/A TX No MI 1000521-0000601953 N/A N/A TX No MI 100052100006024643 N/A N/A TX No MI 1000521-0000601706 N/A N/A TX No MI 1000521-0000601943 N/A N/A TX No MI 1000521-0000602097 N/A N/A CA No MI 100070460603170001 N/A N/A TX No MI 0 N/A N/A CO No MI 0 N/A N/A TX No MI 100378000003146810 N/A N/A GA No MI 100378000003146075 N/A N/A NC No MI 100378000003141340 N/A N/A MI No MI 100378000003135920 N/A N/A NJ No MI 100061200006333595 N/A N/A MN No MI 100386100002141760 N/A N/A NJ No MI 100386100002113488 N/A N/A NJ No MI 100386100002129088 N/A N/A MD No MI 100386100002117729 N/A N/A NV No MI 100386100002107936 N/A N/A GA No MI 100386100002094852 N/A N/A DC No MI 100386100002063105 N/A N/A FL No MI 100386100002101491 N/A N/A CA No MI 100386100002107472 N/A N/A CA No MI 100386100002130656 N/A N/A TX No MI 100386100002105203 N/A N/A NY No MI 100386100002104487 N/A N/A MD No MI 100386100002113611 N/A N/A TX No MI 100386100002103190 N/A N/A AZ No MI 100386100002100709 N/A N/A NH No MI 100386100002123123 N/A N/A MN No MI 0 N/A N/A CA No MI 100072900000833402 N/A N/A CA No MI 100386100002097350 N/A N/A GA No MI 100386100002087880 N/A N/A GA No MI 100386100002129674 N/A N/A TX No MI 100386100002099273 N/A N/A AZ No MI 100386100002103208 N/A N/A NC No MI 100386100002143865 N/A N/A TX No MI 100386100002099877 N/A N/A WA No MI 100386100002102416 N/A N/A TX No MI 100386100002114429 N/A N/A CA No MI 100386100002109452 N/A N/A FL No MI 0 N/A N/A TX No MI 100386100002030039 N/A N/A CA No MI 100386100002093680 N/A N/A NJ No MI 100386100002098135 N/A N/A TX No MI 100386100002092567 N/A N/A NJ No MI 100386100002118388 N/A N/A AZ No MI 100386100002158434 N/A N/A AZ No MI 100386100002101780 N/A N/A NJ No MI 100386100002120368 N/A N/A AZ No MI 100386100002106474 N/A N/A FL No MI 100386100002136844 N/A N/A FL No MI 100386100002136778 N/A N/A AZ No MI 100386100002109676 N/A N/A NY No MI 100386100002102606 N/A N/A GA No MI 100386100002103042 N/A N/A CA No MI 0 N/A N/A NJ No MI 100386100002088391 N/A N/A CA No MI 100386100002127256 N/A N/A VA No MI 100386100002127652 N/A N/A CT No MI 100386100002132132 N/A N/A PA No MI 100386100002131555 N/A N/A DE No MI 100386100002090496 N/A N/A WA No MI 100386100002118594 N/A N/A MD No MI 100386100002108702 N/A N/A NJ No MI 100386100002105583 N/A N/A VA No MI 100386100002140408 N/A N/A FL No MI 100386100002140655 N/A N/A MD No MI 100386100002071017 N/A N/A TX No MI 100386100002104073 N/A N/A CA No MI 100386100002093243 N/A N/A VA No MI 100386100002115251 N/A N/A AZ No MI 100386100002137925 N/A N/A MN No MI 100386100002131860 N/A N/A CA No MI 100386100002111391 N/A N/A CA No MI 100386100002118453 N/A N/A NJ No MI 100386100002087336 N/A N/A MN No MI 100386100002119717 N/A N/A TX No MI 100386100002110054 N/A N/A NJ No MI 0 N/A N/A MD No MI 100386100002099844 N/A N/A TX No MI 100392429925000000 N/A N/A TX No MI 100386100002142743 N/A N/A PA No MI 100386100002104172 N/A N/A AZ No MI 100386100002081784 N/A N/A TX No MI 100386100002119501 N/A N/A CA No MI 100386100002119071 N/A N/A TX No MI 100386100002108116 N/A N/A CA No MI 100051700207267171 N/A N/A CA No MI 100051700183984120 N/A N/A NJ No MI 100051700184146232 N/A N/A CA No MI 100291300006020176 N/A N/A TX No MI 100098900060250539 N/A N/A TX No MI 100098900060350321 N/A N/A TX No MI 100098900060345545 N/A N/A MN No MI 100098900060216605 N/A N/A GA No MI 100098900060200443 N/A N/A TX No MI 100098900060342252 N/A N/A FL No MI 100098900060234814 N/A N/A MA No MI 100098900060301530 N/A N/A TX No MI 100098900060248608 N/A N/A TX No MI 100098900060320316 N/A N/A TX No MI 100098900060236694 N/A N/A FL No MI 100098900060137926 N/A N/A IL No MI 100098900051061275 N/A N/A GA No MI 100098900060346550 N/A N/A IL No MI 100098900060230564 N/A N/A TX No MI 100098900060320589 N/A N/A TX No MI 100098900060312636 N/A N/A TX No MI 100098900060151356 N/A N/A TX No MI 100098900051232108 N/A N/A MA No MI 100098900060262369 N/A N/A SC No MI 100098900060343458 N/A N/A OH No MI 100098900051233015 N/A N/A TX No MI 0 N/A N/A NC No MI 100098900060205905 N/A N/A IN No MI 100098900060232065 N/A N/A VA No MI 100098900060219252 N/A N/A IL No MI 100098900060217553 N/A N/A IL No MI 100098900060244458 N/A N/A TX No MI 100098900051232389 N/A N/A TX No MI 100098900060238898 N/A N/A OK No MI 100098900060251313 N/A N/A TX No MI 100098900060203298 N/A N/A TX No MI 100098900060216837 N/A N/A TX No MI 100098900060326669 N/A N/A TX No MI 100098900060150242 N/A N/A GA No MI 100098900060261890 N/A N/A TX No MI 100098900060336825 N/A N/A AZ No MI 100098900060123405 N/A N/A TX No MI 100098900051035550 N/A N/A TX No MI 100098900060306240 N/A N/A TX No MI 100098900051006676 N/A N/A TX PMI 100098900060239367 N/A N/A TX No MI 100098900060216043 N/A N/A TX No MI 100098900060245927 N/A N/A FL No MI 100098900060262104 N/A N/A TX No MI 100098900051004960 N/A N/A LA No MI 100098900050632282 N/A N/A TX No MI 100098900060218387 N/A N/A TX No MI 100098900060236413 N/A N/A IL No MI 100098900060244177 N/A N/A MN No MI 100098900060337070 N/A N/A MN No MI 100098900060251669 N/A N/A NJ No MI 100098900060236488 N/A N/A TX GE Capital MI 100098900060205178 N/A N/A TX No MI 100098900060336841 N/A N/A TX No MI 100098900060150390 N/A N/A TX No MI 100989900060331644 N/A N/A CA No MI 100098900060358563 N/A N/A NC No MI 100098900060259605 N/A N/A FL No MI 100199105110036114 N/A N/A MS No MI 100199105110035306 N/A N/A UT No MI 100199106040370813 N/A N/A FL No MI 100199105110032923 N/A N/A GA No MI 100199105110036635 N/A N/A MD No MI 100232600000056700 N/A N/A MD No MI 0 N/A N/A PA No MI 100144600097444998 N/A N/A MA No MI 100073500011705356 N/A N/A FL No MI 100073512300004524 N/A N/A CA No MI 100073500011700415 N/A N/A SC No MI 100073500011711719 N/A N/A TX No MI 100073500011691739 N/A N/A SC No MI 100073500011711867 N/A N/A GA No MI 100073500011636171 N/A N/A OR No MI 100073500011663662 N/A N/A WA No MI 100073500011717957 N/A N/A WA No MI 100073500011717973 N/A N/A CA No MI 100073500011697025 N/A N/A MD No MI 100043200011688883 N/A N/A CO No MI 100073500011703088 N/A N/A OR Radian Guaranty 100073500011659249 N/A N/A AZ No MI 100073500011674024 N/A N/A TX No MI 100073500011699682 N/A N/A TN No MI 100073500011700214 N/A N/A NV No MI 100073500011692679 N/A N/A AZ No MI 100073500011687646 N/A N/A KY No MI 100073500011679734 N/A N/A NJ No MI 100073500011691671 N/A N/A RI No MI 100073500011681243 N/A N/A GA No MI 100073500011718583 N/A N/A CA No MI 100073500011676201 N/A N/A KY No MI 100073500011661666 N/A N/A CA No MI 100073500011700720 N/A N/A MD No MI 100073500011711271 N/A N/A CA No MI 100073500011676243 N/A N/A FL No MI 100073500011689329 N/A N/A CA No MI 100073500011613006 N/A N/A FL No MI 100073500011698742 N/A N/A OR No MI 100073500011708707 N/A N/A AZ No MI 100073500011716942 N/A N/A SC Radian Guaranty 100073500011666509 N/A N/A FL No MI 100073510100447109 N/A N/A WA No MI 100073500011677381 N/A N/A GA No MI 0 N/A N/A CA No MI 100073500011704698 N/A N/A TX No MI 100073500011699187 N/A N/A CA No MI 100073500011694931 N/A N/A CA No MI 100073500011691820 N/A N/A CA No MI 100073500011702858 N/A N/A MD No MI 100073500011691523 N/A N/A OR No MI 100073500011691812 N/A N/A CA No MI 100073500011714176 N/A N/A CA No MI 100073500011683587 N/A N/A WA No MI 100073500011662334 N/A N/A CA No MI 100073500011710166 N/A N/A FL No MI 100073510100447125 N/A N/A FL No MI 100073500011706198 N/A N/A TX No MI 100073500011696381 N/A N/A AZ No MI 100073500011722213 N/A N/A FL No MI 100073500011680146 N/A N/A CA No MI 100073500011664934 N/A N/A TN No MI 100073500011711180 N/A N/A SC No MI 100073519000116201 N/A N/A CA No MI 100073500011676599 N/A N/A CA No MI 100073500011714988 N/A N/A SC No MI 100035019000116134 N/A N/A AZ No MI 100073500011637658 N/A N/A CA No MI 100073500011673968 N/A N/A CA No MI 100073500011678694 N/A N/A FL No MI 100073500011679460 N/A N/A FL No MI 100035010100445341 N/A N/A TX No MI 100073500011706479 N/A N/A ID No MI 100073500011703542 N/A N/A CA No MI 100073500011696615 N/A N/A FL No MI 100073500011698163 N/A N/A MD No MI 100073500011694683 N/A N/A KY No MI 100330706030118369 N/A N/A IN No MI 100330706040119779 N/A N/A OH No MI 100330706030114061 N/A N/A IN No MI 100330706030115159 N/A N/A KY No MI 100330706010105428 N/A N/A KY No MI 100330701010105386 N/A N/A IN No MI 100330706030113501 N/A N/A OH No MI 100330706030117346 N/A N/A TN No MI 100330706030113535 N/A N/A TN No MI 100330706020111648 N/A N/A IN No MI 100330706030118336 N/A N/A KY No MI 100330706030115035 N/A N/A KY No MI 100330706030118906 N/A N/A TN No MI 100330706030113782 N/A N/A FL No MI 0 N/A N/A KY No MI 100330706030112875 N/A N/A IN Republic MIC 100330706030113683 N/A N/A OH No MI 100330706030114434 N/A N/A KY No MI 100330706040119951 N/A N/A IN No MI 100330706030115142 N/A N/A IN No MI 100330706020109733 N/A N/A OH No MI 100330706040120215 N/A N/A IN No MI 100330706040121544 N/A N/A IN No MI 100330706040120637 N/A N/A IN No MI 100330706030115340 N/A N/A IN No MI 100330706030113451 N/A N/A KY No MI 100330706040119589 N/A N/A IN No MI 100330706040119795 N/A N/A KY No MI 100330706040123029 N/A N/A IN No MI 100330706030113485 N/A N/A KY No MI 100330706040122807 N/A N/A KY No MI 100330706020112083 N/A N/A OH No MI 100330706040124076 N/A N/A IN No MI 100330706040119787 N/A N/A IN No MI 100330706030113303 N/A N/A IN No MI 100330706030114285 N/A N/A KY No MI 100330706030118443 N/A N/A WY No MI 100053400000134870 N/A N/A HI No MI 100238688010119067 N/A N/A CO No MI 100030200010116646 N/A N/A CA No MI 100030200010112116 N/A N/A WI No MI 100030200030065385 N/A N/A WI No MI 100030200541001150 N/A N/A CO No MI 100030200378002602 N/A N/A CO No MI 100030200112013949 N/A N/A WY No MI 100030200448001535 N/A N/A VA No MI 100015305360167286 N/A N/A VA No MI 100015305351276906 N/A N/A FL No MI 100015305860198120 N/A N/A NJ PMI 100015305350154815 N/A N/A VA PMI 100015305360106714 N/A N/A VA No MI 100015305360289965 N/A N/A VA No MI 100015305360310993 N/A N/A TX No MI 100204100000700237 N/A N/A HI No MI 100204100000730473 N/A N/A NE No MI 100204100000687152 N/A N/A OK No MI 100204100000719260 N/A N/A TX No MI 100204100000709691 N/A N/A OK No MI 100204100000718684 N/A N/A SC No MI 100146840106094487 N/A N/A SC No MI 100146850106102339 N/A N/A SC No MI 100146820106095916 N/A N/A AZ No MI 100146820106074069 N/A N/A SC No MI 100146850106083703 N/A N/A SC No MI 100146850106095061 N/A N/A AZ No MI 100102309060300812 N/A N/A TX No MI 100101300000013706 N/A N/A AZ No MI 100101309060301356 N/A N/A AZ No MI 100101309060307510 N/A N/A IN No MI 100101309060303261 N/A N/A AZ No MI 100101309060300929 N/A N/A AZ No MI 100101309060203958 N/A N/A MO No MI 100101309060205763 N/A N/A AZ No MI 100101309051100056 N/A N/A TN No MI 100101309060304541 N/A N/A IL No MI 100101309060205318 N/A N/A AZ No MI 100101309060306454 N/A N/A MO No MI 100101300000014373 N/A N/A TX No MI 100101309060200939 N/A N/A AZ No MI 100101300000009316 N/A N/A AZ No MI 100101309060400661 N/A N/A IL No MI 100101310060300661 N/A N/A TX No MI 100101309060305142 N/A N/A AZ Republic MIC 100101309060106169 N/A N/A AZ No MI 100101309060208221 N/A N/A TX No MI 100101309060207199 N/A N/A IA No MI 100101300000014985 N/A N/A AZ No MI 100101350060200370 N/A N/A MO No MI 100101309060204360 N/A N/A TX No MI 100177013600012601 N/A N/A TX No MI 100177014600016873 N/A N/A TX No MI 100177011300026822 N/A N/A TX No MI 100177011300025675 N/A N/A TX No MI 100177011300025105 N/A N/A CO No MI 100177088500003520 N/A N/A TX No MI 100177012000011569 N/A N/A TX No MI 100177014800021293 N/A N/A TX No MI 100177011300026426 N/A N/A TX No MI 100177011300025089 N/A N/A CO No MI 100177088500003504 N/A N/A TX No MI 100177014800026474 N/A N/A TX No MI 100177011300023167 N/A N/A TX No MI 100177011300027168 N/A N/A TX No MI 100177016200003961 N/A N/A TX No MI 100177011300025634 N/A N/A TX No MI 100177011300025659 N/A N/A CO No MI 100177066100029798 N/A N/A TX No MI 100177011300027580 N/A N/A TX No MI 100177011300026483 N/A N/A TX No MI 100177071000006458 N/A N/A TX No MI 100177011300023175 N/A N/A TX No MI 100177011300027697 N/A N/A TX No MI 100177011300025121 N/A N/A TX No MI 100177014800019941 N/A N/A TX No MI 100177016200006337 N/A N/A TX No MI 100177011300026103 N/A N/A TX No MI 100177013600013864 N/A N/A TX No MI 100177071000010880 N/A N/A AZ No MI 100177050500014428 N/A N/A FL No MI 100429106030006882 N/A N/A FL No MI 100429106020005357 N/A N/A FL No MI 100429106040007813 N/A N/A NC No MI 100429106030006833 N/A N/A FL No MI 100429106040007698 N/A N/A NC No MI 100429106040007771 N/A N/A NC No MI 100429106030006775 N/A N/A FL No MI 100188101000097244 N/A N/A FL No MI 100188101000102630 N/A N/A CA No MI 100165700600006369 N/A N/A CA No MI 100165700600003994 N/A N/A CA Mortgage Guaranty In 100165700600005015 N/A N/A CA No MI 100165700600006310 N/A N/A CA No MI 100165700600003747 N/A N/A CA No MI 100015902740035959 N/A N/A AZ No MI 100208801000277383 N/A N/A CA No MI 100208802000114576 N/A N/A CA No MI 0 N/A N/A NV No MI 100208805000054262 N/A N/A CA No MI 100202300007008236 N/A N/A FL No MI 100185400260304487 N/A N/A OH No MI 100022100153319785 N/A N/A NY No MI 100049616280515382 N/A N/A TX Radian Guaranty 100063415410030441 N/A N/A NY No MI 100049616280516232 N/A N/A FL No MI 100063415920032747 N/A N/A MA No MI 100102600400487296 N/A N/A PA No MI 0 N/A N/A CT No MI 100102600400509610 N/A N/A NJ No MI 0 N/A N/A NY No MI 100102600400526721 N/A N/A CT No MI 0 N/A N/A NY No MI 0 N/A N/A PA No MI 100102600400536068 N/A N/A NY No MI 100102600400526697 N/A N/A MA No MI 0 N/A N/A CT No MI 0 N/A N/A CT No MI 100102600400529824 N/A N/A TX No MI 100259810000001667 N/A N/A OK No MI 100259810000001170 N/A N/A TX No MI 100259810000001329 N/A N/A OK No MI 100259810000001360 N/A N/A OK No MI 100259810000001212 N/A N/A MD No MI 100127800005009401 N/A N/A MD No MI 100127800007269995 N/A N/A NC No MI 100127800007168435 N/A N/A MD No MI 100127800005005557 N/A N/A NC No MI 100127800007269284 N/A N/A MD No MI 100127800007271983 N/A N/A MD No MI 100127800007267536 N/A N/A MD No MI 100127800007267957 N/A N/A NC No MI 100127800007667643 N/A N/A MD No MI 100127800007266215 N/A N/A VA No MI 100127800007270316 N/A N/A MD No MI 100127800007267544 N/A N/A MD No MI 100127800007266249 N/A N/A MD No MI 100127800007266223 N/A N/A MD No MI 100127900007259343 N/A N/A MD No MI 100127800007271025 N/A N/A NC No MI 100129600000535543 N/A N/A VA No MI 100102373550111856 N/A N/A VA No MI 100102373590154866 N/A N/A MA No MI 100102373590154767 N/A N/A VA No MI 100102373425122955 N/A N/A MD No MI 100102373390137996 N/A N/A MD No MI 100102373530111927 N/A N/A NJ No MI 100102373390136204 N/A N/A MD No MI 100102373530111901 N/A N/A CT No MI 100102373590156200 N/A N/A RI No MI 100102373590153546 N/A N/A MA No MI 100102373590156457 N/A N/A MA No MI 100102373590154940 N/A N/A NH No MI 100102373590155061 N/A N/A MD No MI 100102373530112115 N/A N/A MA No MI 100102373590154593 N/A N/A VA No MI 100102373590155749 N/A N/A MA No MI 100102373590154023 N/A N/A RI No MI 100102373590155251 N/A N/A MD No MI 100061600000027046 N/A N/A FL No MI 100059400000008599 N/A N/A FL No MI 100059400000008779 N/A N/A VA No MI 100031437006010297 N/A N/A MD No MI 100031437006010206 N/A N/A MD No MI 100031458006022272 N/A N/A VA No MI 0 N/A N/A FL No MI 100031448006030425 N/A N/A AZ No MI 100031449006030720 N/A N/A VA No MI 100031458006022108 N/A N/A MD No MI 100031463006020094 N/A N/A NC No MI 100031449006023014 N/A N/A FL No MI 100031445006020208 N/A N/A MA No MI 100031432005122987 N/A N/A IL No MI 100031449006033104 N/A N/A NM No MI 100031449006024061 N/A N/A AL No MI 100031449006030399 N/A N/A VA No MI 100031458006031281 N/A N/A NM No MI 100031449006024038 N/A N/A GA No MI 100031432006010047 N/A N/A AL No MI 100031449006023642 N/A N/A MD No MI 100031463006020698 N/A N/A AZ No MI 100039269900032164 N/A N/A CA No MI 100039278076955579 N/A N/A TX No MI 100039260963901072 N/A N/A MA No MI 100039246250093681 N/A N/A FL No MI 0 N/A N/A NV No MI 100039284050135881 N/A N/A TX No MI 0 N/A N/A KS No MI 100039244050410114 N/A N/A WI No MI 100039213300010339 N/A N/A UT No MI 100039277050135240 N/A N/A CO No MI 100039291895108528 N/A N/A MO No MI 100039250238198489 N/A N/A TX No MI 100039274050276421 N/A N/A NH No MI 100039276794520394 N/A N/A IL No MI 100039223150071117 N/A N/A PA No MI 100039238626531403 N/A N/A TX No MI 100039238921743307 N/A N/A VA No MI 100039289050152208 N/A N/A MI No MI 100039223550020284 N/A N/A OH No MI 100039220050101077 N/A N/A OR No MI 100039234226797205 N/A N/A NM No MI 100039298050139842 N/A N/A WI No MI 0 N/A N/A FL No MI 100195910002061839 N/A N/A MD No MI 0 N/A N/A AZ No MI 100183300000290289 N/A N/A MD No MI 100183300000293085 N/A N/A CA No MI 100183300000295767 N/A N/A MD No MI 100183300000290180 N/A N/A NV No MI 0 N/A N/A NC No MI 100183300000272147 N/A N/A HI No MI 100183300000287988 N/A N/A WA No MI 100183300000285065 N/A N/A AZ No MI 100183300000027793 N/A N/A NJ No MI 0 N/A N/A NJ No MI 100234400000143816 N/A N/A MD No MI 100234400000146256 N/A N/A MD No MI 100234400000145829 N/A N/A NJ No MI 100234400000146603 N/A N/A FL No MI 100234400000147049 N/A N/A NJ No MI 100234400000138584 N/A N/A NY No MI 100234400000142477 N/A N/A FL No MI 100234400000145894 N/A N/A MD No MI 100234400000140317 N/A N/A NJ No MI 100234400000138568 N/A N/A MD No MI 100234400000144970 N/A N/A GA No MI 100142000000218823 N/A N/A GA No MI 100142000000226412 N/A N/A GA No MI 100142000000218567 N/A N/A CA No MI 100194006010079268 N/A N/A IN No MI 100194006040087174 N/A N/A NY No MI 100284939602140018 N/A N/A FL No MI 100284910160003625 N/A N/A NJ No MI 100284910160002742 N/A N/A NY No MI 100284915602160008 N/A N/A NJ No MI 100284939601270006 N/A N/A CA No MI 100134001100087217 N/A N/A PA No MI 100070110060017223 N/A N/A PA No MI 100070210060016829 N/A N/A PA No MI 100070210060016811 N/A N/A AZ No MI 100245700137837587 N/A N/A CA No MI 100245700153115413 N/A N/A MO No MI 100248000001999192 N/A N/A NY No MI 100284030000152050 N/A N/A MA No MI 100284030000170565 N/A N/A NY No MI 100284030000170698 N/A N/A CO No MI 100146001295477906 N/A N/A VA No MI 100196368000844798 N/A N/A CO No MI 100196368000804354 N/A N/A MD No MI 100196368000763139 N/A N/A KY No MI 100196368000813140 N/A N/A OH No MI 100196368000830516 N/A N/A AZ No MI 100199300006359007 N/A N/A AZ No MI 100199300006364825 N/A N/A AZ No MI 100199300006362530 N/A N/A KS No MI 100199300006353380 N/A N/A FL No MI 100022100137520508 N/A N/A FL No MI 100022100137443545 N/A N/A FL No MI 100022100136139979 N/A N/A FL No MI 100022100135816403 N/A N/A FL No MI 100263700000960661 N/A N/A FL No MI 100263700000957253 N/A N/A AL No MI 100263700000159926 N/A N/A SC No MI 100263700004061201 N/A N/A SC No MI 100263700004060054 N/A N/A FL No MI 0 N/A N/A GA No MI 100263700001059281 N/A N/A SC No MI 100263700004061508 N/A N/A GA No MI 100263700001059836 N/A N/A SC No MI 100263700004059783 N/A N/A FL No MI 100263700000960216 N/A N/A GA No MI 100263700001060834 N/A N/A GA No MI 100263700001059422 N/A N/A SC No MI 100263700004061516 N/A N/A GA No MI 100263700001061808 N/A N/A SC No MI 100263700004061219 N/A N/A FL No MI 100263700000961792 N/A N/A SC No MI 100263700004060989 N/A N/A SC No MI 100263700004061771 N/A N/A SC No MI 100263700004060427 N/A N/A SC No MI 100263700004061193 N/A N/A GA No MI 100263700001061451 N/A N/A SC No MI 100263700004059973 N/A N/A SC No MI 100263700004060559 N/A N/A SC No MI 100263700004061227 N/A N/A SC No MI 100263700004061235 N/A N/A SC No MI 100263700004058868 N/A N/A AZ No MI 100062500080412036 N/A N/A TX No MI 0 N/A N/A MD No MI 100062500080637327 N/A N/A UT No MI 100062500080511241 N/A N/A NV No MI 100062500080678263 N/A N/A FL GE Capital MI 0 N/A N/A GA No MI 100022100135828382 N/A N/A GA No MI 100022100133384883 N/A N/A NC No MI 100022100133332577 N/A N/A GA No MI 100022100135727220 N/A N/A GA No MI 0 N/A N/A NC No MI 0 N/A N/A FL No MI 0 N/A N/A NC GE Capital MI 100022100136352556 N/A N/A NC GE Capital MI 0 N/A N/A NC No MI 0 N/A N/A GA No MI 100022100135411155 N/A N/A FL No MI 100022100135817070 N/A N/A GA No MI 100022100135952364 N/A N/A FL No MI 100022100135278828 N/A N/A GA No MI 100022100135548030 N/A N/A GA No MI 100022100135036440 N/A N/A GA No MI 0 N/A N/A FL No MI 0 N/A N/A FL No MI 100022100136731650 N/A N/A GA No MI 100022100136983111 N/A N/A SC No MI 0 N/A N/A GA GE Capital MI 100022100137815213 N/A N/A NC No MI 100022100135482016 N/A N/A GA No MI 0 N/A N/A GA No MI 100022100136818531 N/A N/A FL No MI 100022100136602794 N/A N/A GA No MI 100022100135679959 N/A N/A GA No MI 100022100138334214 N/A N/A FL No MI 0 N/A N/A GA GE Capital MI 100022100136351640 N/A N/A GA No MI 100022100135573277 N/A N/A GA No MI 100022100136688686 N/A N/A GA No MI 100022100135277424 N/A N/A GA No MI 100022100136985926 N/A N/A FL No MI 100022100137910907 N/A N/A GA No MI 0 N/A N/A FL No MI 0 N/A N/A GA No MI 0 N/A N/A NC No MI 0 N/A N/A FL No MI 100022100137105532 N/A N/A NC No MI 100022100136518156 N/A N/A GA Radian Guaranty 0 N/A N/A FL No MI 100022100135332864 N/A N/A GA No MI 100022100136504115 N/A N/A FL No MI 0 N/A N/A NY No MI 100271100000150670 N/A N/A VA No MI 100271100000206407 N/A N/A FL No MI 100271100000226348 N/A N/A FL No MI 100153220601006171 N/A N/A CA No MI 100311300060006398 N/A N/A CA No MI 100022407897685771 N/A N/A FL No MI 100022407893412550 N/A N/A NY No MI 100022407896345385 N/A N/A IN No MI 100115600098680439 N/A N/A OH No MI 100115600099372440 N/A N/A IN No MI 100115600098679795 N/A N/A OH No MI 100115600053617202 N/A N/A IN No MI 100115600098680355 N/A N/A IN No MI 100115600098678961 N/A N/A IN No MI 100115600098679209 N/A N/A IN No MI 100115600098679530 N/A N/A IN No MI 100115600098679951 N/A N/A IN No MI 100115600098688119 N/A N/A IN No MI 100115600098681189 N/A N/A IN No MI 100115600098679043 N/A N/A IN No MI 100115600098678136 N/A N/A OH No MI 0 N/A N/A IN No MI 100115600098681759 N/A N/A IN No MI 100115600098678219 N/A N/A IN No MI 100115600098680504 N/A N/A IN No MI 100115600098680272 N/A N/A IN No MI 100115600098681007 N/A N/A IN No MI 100115600098680843 N/A N/A IN No MI 100115600098679126 N/A N/A IN No MI 100115600098679381 N/A N/A IN No MI 100115600098677633 N/A N/A IN No MI 100115600098681676 N/A N/A OH No MI 100115600099427988 N/A N/A IN No MI 100115600098681262 N/A N/A UT No MI 100099210603210019 N/A N/A UT No MI 100099230604050024 N/A N/A UT No MI 100099230602170048 N/A N/A UT No MI 100099210601260024 N/A N/A FL No MI 100035010100445051 N/A N/A MN No MI 100431500000003893 N/A N/A TX No MI 100198900000049818 N/A N/A TX No MI 100198900000051368 N/A N/A TX No MI 100198900000051301 N/A N/A TX No MI 100198900000051087 N/A N/A TN No MI 100198900000050816 N/A N/A TX No MI 100198900000049875 N/A N/A CA No MI 100198900000046848 N/A N/A TX No MI 100198900000049578 N/A N/A TX No MI 100198900000048786 N/A N/A MN No MI 100198900000048273 N/A N/A TX No MI 100198900000050030 N/A N/A AL No MI 100198900000045667 N/A N/A TX No MI 100198900000053323 N/A N/A TX No MI 100198900000052457 N/A N/A TX No MI 100187100511312036 N/A N/A CA No MI 0 N/A N/A WA No MI 100400200000035410 N/A N/A NV No MI 100400200000041558 N/A N/A AZ No MI 100199500138083991 N/A N/A SC No MI 100058310000714404 N/A N/A GA No MI 100058310000715807 N/A N/A IL Radian Guaranty 100220710000114823 N/A N/A WI No MI 100220710000115069 N/A N/A MN No MI 100220710000115416 N/A N/A WA No MI 100016900075801291 N/A N/A GA No MI 100016900073812621 N/A N/A TX No MI 100016900061274016 N/A N/A IL No MI 100016900057751274 N/A N/A WA No MI 100016900075797259 N/A N/A TX No MI 100016900061011905 N/A N/A TX No MI 100016900059112921 N/A N/A TX No MI 100016900073596562 N/A N/A WA No MI 100016910000142729 N/A N/A FL No MI 100016900061520459 N/A N/A WA No MI 100016900075801861 N/A N/A IL No MI 100016900063319041 N/A N/A TX No MI 100016900061752771 N/A N/A CO No MI 100399600000116420 N/A N/A WI No MI 100399600000120547 N/A N/A AZ No MI 100399600000122691 N/A N/A GA No MI 100399600000119952 N/A N/A MN No MI 100399600000119986 N/A N/A MN No MI 100399600000115778 N/A N/A MN No MI 100399600000116594 N/A N/A FL No MI 100399600000120356 N/A N/A MO No MI 100399600000116321 N/A N/A MN No MI 100399600000119911 N/A N/A MN No MI 100399600000120448 N/A N/A IL PMI 100399600000115604 N/A N/A MD No MI 100399600000119531 N/A N/A TX No MI 100251800760321007 N/A N/A TX No MI 100251800000014040 N/A N/A TX No MI 100251800000013851 N/A N/A TX No MI 100251800000012002 N/A N/A TX No MI 100251800000014941 N/A N/A FL No MI 0 N/A N/A MD No MI 100251800000015690 N/A N/A TX No MI 100251800000011624 N/A N/A TX No MI 100251800000016060 N/A N/A TX No MI 100251800000010857 N/A N/A TX No MI 100251800000014776 N/A N/A TX No MI 100251800000016672 N/A N/A TX No MI 100251800000010147 N/A N/A TX No MI 100251800510040006 N/A N/A TX No MI 100251800000012713 N/A N/A TX No MI 0 N/A N/A TX No MI 100251800000015062 N/A N/A TX No MI 0 N/A N/A TX No MI 100251800150816004 N/A N/A TX No MI 100251800000015419 N/A N/A TX No MI 100251800000009362 N/A N/A TX Republic MIC 100251800111602287 N/A N/A NC Republic MIC 100251800000005634 N/A N/A NC No MI 100251800000014800 N/A N/A CO No MI 100095301520001617 N/A N/A CA No MI 100095301526901448 N/A N/A CO No MI 100095301537500593 N/A N/A MA No MI 100034200057083721 N/A N/A CA No MI 100034200005440700 N/A N/A NM No MI 100034200057072443 N/A N/A NM No MI 100034200057117156 N/A N/A NY No MI 100034200005539600 N/A N/A FL No MI 0 N/A N/A NC No MI 100034200005434950 N/A N/A CA No MI 100034200005533678 N/A N/A FL No MI 100034200005534726 N/A N/A CA No MI 100034200005541283 N/A N/A ME No MI 100034200005528173 N/A N/A TX No MI 100034200057057642 N/A N/A CA No MI 100034200057105441 N/A N/A FL No MI 100034200005534759 N/A N/A WA No MI 100034200057059812 N/A N/A MA No MI 100034200057134284 N/A N/A FL No MI 100034200005534684 N/A N/A WA No MI 100034200057059853 N/A N/A ID No MI 100034200057047940 N/A N/A CA No MI 100034200057067948 N/A N/A GA No MI 100148700000602157 N/A N/A GA No MI 100148700006010652 N/A N/A NC No MI 100148700006011361 N/A N/A GA No MI 100148700006011882 N/A N/A GA No MI 100148706011270009 N/A N/A GA No MI 100148706022200003 N/A N/A GA No MI 100148700006010579 N/A N/A GA No MI 100148700006020313 N/A N/A GA No MI 100148700006010348 N/A N/A IL No MI 100424906030028223 N/A N/A MO No MI 100424906040037602 N/A N/A IN No MI 100424906030030302 N/A N/A IN No MI 100424906030028629 N/A N/A TX No MI 100424906020024521 N/A N/A FL No MI 100424906020026559 N/A N/A MI No MI 100424906020026815 N/A N/A TX No MI 100424906020023887 N/A N/A AR No MI 100424906020023010 N/A N/A MO No MI 100424905120016361 N/A N/A FL No MI 100038500010131129 N/A N/A FL No MI 100038500010130535 N/A N/A FL No MI 100038500010135658 N/A N/A FL No MI 100038500010117128 N/A N/A VA No MI 100038500010126582 N/A N/A FL No MI 100038500010125980 N/A N/A FL No MI 100038500010129958 N/A N/A FL No MI 100038500010121542 N/A N/A FL No MI 100038500010122573 N/A N/A IL No MI 100038500010130824 N/A N/A FL No MI 100038500010126186 N/A N/A FL No MI 100038500010129081 N/A N/A KY No MI 100038500010127911 N/A N/A FL No MI 100038500010134073 N/A N/A AL No MI 100038500010135401 N/A N/A IL No MI 100038500010127309 N/A N/A FL No MI 100038500010130956 N/A N/A TN No MI 100083300000008948 N/A N/A FL No MI 100083300000007320 N/A N/A GA No MI 100083300000006702 N/A N/A FL No MI 100083300000006934 N/A N/A OH No MI 100083300000007726 N/A N/A NJ No MI 0 N/A N/A MI No MI 100133001000545125 N/A N/A MA No MI 100209600002184939 N/A N/A NV No MI 0 N/A N/A NV No MI 100096000060413054 N/A N/A CA No MI 100096000026008204 N/A N/A NV No MI 100096000060309021 N/A N/A CT No MI 100238508482053786 N/A N/A RI No MI 100238508482056110 N/A N/A NH No MI 100238508482058561 N/A N/A CT No MI 100238508482043802 N/A N/A AR No MI 100238400000469548 N/A N/A OK No MI 100238400000462980 N/A N/A NC No MI 100238400000469456 N/A N/A AR No MI 0 N/A N/A OK No MI 100238400000462998 N/A N/A TN No MI 100238400000468334 N/A N/A AR No MI 100238400000469555 N/A N/A NC No MI 100238400000469472 N/A N/A OK No MI 100238400000463012 N/A N/A NJ No MI 100124100000021524 N/A N/A NJ No MI 100124100000021581 N/A N/A CA No MI 100146900008030730 N/A N/A CA No MI 100146900008029500 N/A N/A CA No MI 100151800206030056 N/A N/A CA No MI 100385700009175975 N/A N/A NV United Guaranty 100431900103466064 N/A N/A CT No MI 0 N/A N/A NC No MI 100431900103563852 N/A N/A NC No MI 100431900103560387 N/A N/A WA No MI 100431900103528178 N/A N/A GA No MI 100431900103357669 N/A N/A TX No MI 100431900103521140 N/A N/A AZ No MI 100431900103482939 N/A N/A TX No MI 100431900103447965 N/A N/A AZ No MI 100431900103589360 N/A N/A CA No MI 0 N/A N/A WA No MI 100431900103595334 N/A N/A NC No MI 100431900103583843 N/A N/A CA No MI 100431900103445688 N/A N/A SC No MI 100431900103564173 N/A N/A CO No MI 100431900103523740 N/A N/A FL No MI 100431900103589980 N/A N/A OH No MI 100431900103197776 N/A N/A MD No MI 100431900103491740 N/A N/A AZ No MI 100431900103481881 N/A N/A CT No MI 100431900103345557 N/A N/A CA No MI 100431900103513840 N/A N/A CT No MI 100431900103244685 N/A N/A CA No MI 100431900103618292 N/A N/A TX No MI 100431900103523278 N/A N/A GA No MI 100431900103605182 N/A N/A CO No MI 100431900103530513 N/A N/A CA No MI 100431900103317895 N/A N/A TX No MI 100431900103365670 N/A N/A WA No MI 100431900103616593 N/A N/A CA No MI 100431900103591788 N/A N/A CO No MI 100431900103458053 N/A N/A IL No MI 100431900103477434 N/A N/A SC No MI 100431900103557342 N/A N/A TX No MI 100020700194378708 N/A N/A GA No MI 100020700194436886 N/A N/A GA No MI 100020700194563424 N/A N/A AL Republic MIC 100020700194615406 N/A N/A GA No MI 100020700194436134 N/A N/A TX No MI 100020700194421367 N/A N/A NV No MI 100020700194398508 N/A N/A TX No MI 100020700194502463 N/A N/A GA No MI 100020700194694549 N/A N/A TX No MI 100020700194512777 N/A N/A TX No MI 100020700194350152 N/A N/A TX No MI 100020700194486121 N/A N/A TN No MI 100020700190825280 N/A N/A VA No MI 100020700194328711 N/A N/A AL No MI 100020700194578117 N/A N/A AL Mortgage Guaranty In 100020700194440094 N/A N/A TX No MI 0 N/A N/A TX No MI 100020700194687504 N/A N/A CO No MI 100225605811100398 N/A N/A CO No MI 100225600520160353 N/A N/A NV No MI 100161200000255611 N/A N/A TX No MI 100149500055594187 N/A N/A TX No MI 100149500055591944 N/A N/A NJ No MI 100027605080905105 N/A N/A MD No MI 100027605061612480 N/A N/A VA No MI 100027605062822500 N/A N/A MD No MI 100027605070603447 N/A N/A MD No MI 100027605120502730 N/A N/A VA No MI 100027005092813255 N/A N/A MD No MI 100027605080302212 N/A N/A MD No MI 100027605102111252 N/A N/A NC No MI 100027606010602325 N/A N/A PA No MI 100027605062923647 N/A N/A NJ No MI 100027605110704189 N/A N/A NJ No MI 100027606020201274 N/A N/A MD No MI 100027605020301811 N/A N/A SC No MI 100027605100603086 N/A N/A MD No MI 100027606032114226 N/A N/A NJ No MI 100027605083014707 N/A N/A MD No MI 100027605122917449 N/A N/A NJ No MI 100027606020201530 N/A N/A SC No MI 100027605121911385 N/A N/A MD No MI 100027605122816492 N/A N/A PA No MI 100027605120906329 N/A N/A TN No MI 100134600206040390 N/A N/A GA No MI 100134600206011250 N/A N/A FL No MI 100134600206030995 N/A N/A FL No MI 100134600206031506 N/A N/A GA No MI 100134600206040697 N/A N/A GA No MI 100134600206030680 N/A N/A CA No MI 100121700060203624 N/A N/A FL No MI 0 N/A N/A SC No MI 100022100135234771 N/A N/A AZ No MI 100188601000111838 N/A N/A AZ No MI 100188601000108768 N/A N/A AZ No MI 100188601000116290 N/A N/A AZ No MI 100188601000114691 N/A N/A AZ No MI 100188601000116282 N/A N/A FL No MI 100100300000195843 N/A N/A PA No MI 100129200060001047 N/A N/A PA Republic MIC 100129200123060485 N/A N/A PA No MI 100129200060002094 N/A N/A GA No MI 100032100001009883 N/A N/A GA No MI 100032100001011707 N/A N/A GA No MI 100032100001004017 N/A N/A GA No MI 100032100001004314 N/A N/A GA No MI 100032100001009727 N/A N/A GA No MI 100032100001014164 N/A N/A GA No MI 100032100001002862 N/A N/A GA No MI 100032100001004819 N/A N/A GA No MI 100032100000622421 N/A N/A GA No MI 100032100001003019 N/A N/A GA No MI 100032100001018694 N/A N/A GA No MI 100032100001005980 N/A N/A GA No MI 100032100001015617 N/A N/A GA No MI 100032100000617397 N/A N/A GA No MI 100032100000608305 N/A N/A GA No MI 100032100001007325 N/A N/A GA No MI 0 N/A N/A GA No MI 100032100001010063 N/A N/A GA No MI 100032100001006095 N/A N/A GA No MI 100032100001013190 N/A N/A GA No MI 100032100000619575 N/A N/A GA No MI 100032100001011905 N/A N/A GA No MI 100032100001001914 N/A N/A GA No MI 100032100001018025 N/A N/A GA No MI 100032100001001591 N/A N/A GA No MI 100032100001009552 N/A N/A GA No MI 100032100001011731 N/A N/A GA No MI 100032100001016532 N/A N/A GA No MI 100032100001001807 N/A N/A GA No MI 100032100001001799 N/A N/A GA No MI 100032100001017415 N/A N/A GA No MI 0 N/A N/A GA No MI 100032100001009677 N/A N/A GA No MI 100032100001019320 N/A N/A GA No MI 100032100001012424 N/A N/A GA No MI 100032100001008935 N/A N/A GA No MI 100032100001016912 N/A N/A GA No MI 100032100000612497 N/A N/A GA No MI 100032100001015245 N/A N/A NC No MI 100032100001015724 N/A N/A GA No MI 100032100001016896 N/A N/A GA No MI 0 N/A N/A GA No MI 100032100000545762 N/A N/A GA No MI 100032100001014131 N/A N/A GA No MI 100032100001010253 N/A N/A GA No MI 100032100001017399 N/A N/A GA No MI 100032100000601896 N/A N/A GA No MI 100032100001009537 N/A N/A GA No MI 100032100001005105 N/A N/A GA No MI 100032100001002474 N/A N/A GA No MI 100032100001015690 N/A N/A GA No MI 100032100001013372 N/A N/A GA No MI 100032100001015609 N/A N/A GA No MI 100032100001002854 N/A N/A GA No MI 100032100001008836 N/A N/A GA No MI 100032100001017860 N/A N/A GA No MI 100032100001005998 N/A N/A GA No MI 100032100001017886 N/A N/A GA No MI 100032100001015997 N/A N/A GA No MI 100032100001019213 N/A N/A GA No MI 100032100001009461 N/A N/A GA No MI 100032100001016557 N/A N/A GA No MI 100032100000612612 N/A N/A GA No MI 100032100001013430 N/A N/A GA No MI 100032100001014602 N/A N/A GA No MI 100032100001014123 N/A N/A GA No MI 0 N/A N/A NC No MI 100032100001008349 N/A N/A FL No MI 100032100001010600 N/A N/A GA No MI 100032100001014412 N/A N/A GA No MI 100032100001013091 N/A N/A NC No MI 100032100001015047 N/A N/A GA No MI 100032100001017597 N/A N/A IL No MI 100086600360034666 N/A N/A CA No MI 100086600100108010 N/A N/A HI No MI 100086600193001593 N/A N/A CA No MI 100086600111034106 N/A N/A CO No MI 100086600211023587 N/A N/A CA No MI 100086600210061380 N/A N/A FL No MI 100086600211021151 N/A N/A CA No MI 100086600198000475 N/A N/A CA No MI 100086600100107376 N/A N/A RI No MI 100086600526041217 N/A N/A MI No MI 100065000410467096 N/A N/A TX No MI 100404400000014433 N/A N/A MO No MI 0 N/A N/A TX No MI 0 N/A N/A TX No MI 100404400000002563 N/A N/A IL No MI 100404400000034829 N/A N/A TX No MI 100104400000025900 N/A N/A IL No MI 100404400000016289 N/A N/A OR No MI 100404400000022485 N/A N/A TX No MI 100404400000032716 N/A N/A TX No MI 100404400000023137 N/A N/A AZ No MI 100404400000037400 N/A N/A OK No MI 100404400000025637 N/A N/A AZ No MI 100404400000027898 N/A N/A TX No MI 100404400000033938 N/A N/A TX No MI 100404400000003458 N/A N/A TX No MI 100404400000023871 N/A N/A TX No MI 100404400000029019 N/A N/A TX No MI 100404400000034274 N/A N/A NV No MI 100145900029081119 N/A N/A CA No MI 100145900029087181 N/A N/A GA No MI 100229330000114847 N/A N/A GA No MI 100229330000119275 N/A N/A FL No MI 100229330000126239 N/A N/A GA No MI 100229330000121503 N/A N/A FL No MI 100229330000115851 N/A N/A GA No MI 100229330000114912 N/A N/A TN No MI 100229330000128375 N/A N/A GA No MI 100229330000133060 N/A N/A GA No MI 100229330000129662 N/A N/A GA No MI 100229330000123442 N/A N/A GA No MI 100229330000129001 N/A N/A GA No MI 100229330000138747 N/A N/A GA No MI 100229330000125785 N/A N/A GA No MI 100229330000099188 N/A N/A AL No MI 100229330000115703 N/A N/A GA No MI 100229330000114235 N/A N/A GA No MI 100229330000128029 N/A N/A TN No MI 100229330000134357 N/A N/A GA No MI 100229330000130991 N/A N/A GA No MI 100229330000114789 N/A N/A IN No MI 100229330000115174 N/A N/A GA No MI 100229330000130900 N/A N/A GA No MI 100229330000025654 N/A N/A VA No MI 100229330000132104 N/A N/A GA No MI 100229330000133995 N/A N/A OH No MI 100146401720000291 N/A N/A TX No MI 100053620101012002 N/A N/A TX No MI 100053620011092458 N/A N/A TX No MI 100053630681013395 N/A N/A TX No MI 100053630681013379 N/A N/A TX No MI 100053630291006250 N/A N/A TX No MI 100053620011092490 N/A N/A MO No MI 100053620081020934 N/A N/A TX No MI 100053630191010741 N/A N/A TX No MI 100053630061079552 N/A N/A TX No MI 100053620011089512 N/A N/A TX No MI 100053620171000333 N/A N/A TX No MI 100053630681013353 N/A N/A TX No MI 100053630681013429 N/A N/A TX No MI 100053620011091716 N/A N/A TX No MI 100053620011092466 N/A N/A TX No MI 100053630719101733 N/A N/A TX No MI 100053620031045916 N/A N/A TX No MI 100053620101013141 N/A N/A TX No MI 100053620171000580 N/A N/A LA No MI 100053630241007937 N/A N/A TX No MI 100053630681013437 N/A N/A CA No MI 100171906040018953 N/A N/A AZ No MI 100171906040019399 N/A N/A IL No MI 100113200137338867 N/A N/A IL No MI 100113200137346035 N/A N/A IN No MI 100113200132528389 N/A N/A FL No MI 100057400002532804 N/A N/A GA No MI 100057400002539817 N/A N/A GA No MI 100057400002719815 N/A N/A GA No MI 100057400002758581 N/A N/A VA No MI 100057400002704023 N/A N/A AZ No MI 100057400002713297 N/A N/A MI No MI 100057400002346817 N/A N/A GA No MI 100057400002258236 N/A N/A NV No MI 100057400002765396 N/A N/A NC No MI 100057400002682997 N/A N/A FL No MI 100057400002734814 N/A N/A VA No MI 100057400002719690 N/A N/A AZ No MI 100057400002739250 N/A N/A VA No MI 100057400002765669 N/A N/A NM No MI 100057400002598409 N/A N/A AZ GE Capital MI 100057400002133652 N/A N/A PA No MI 100057400002666651 N/A N/A AZ No MI 100057400002732727 N/A N/A NV No MI 100057400002430637 N/A N/A FL No MI 100057400002505768 N/A N/A FL No MI 100057400002778068 N/A N/A AZ No MI 100057400002428102 N/A N/A NV No MI 100057400002440859 N/A N/A AZ No MI 400057400002679175 N/A N/A FL No MI 100057400002643221 N/A N/A MI No MI 100057400002440016 N/A N/A CA No MI 100057400002767541 N/A N/A FL No MI 100057400002666321 N/A N/A FL GE Capital MI 100057400002339036 N/A N/A FL No MI 100057400002722066 N/A N/A IL No MI 100057400002719310 N/A N/A FL No MI 100057400002518985 N/A N/A CA No MI 100057400002543124 N/A N/A CA No MI 100057400002595496 N/A N/A NV No MI 100057400002657379 N/A N/A CO No MI 100057400002530279 N/A N/A IL No MI 100057400002383471 N/A N/A FL No MI 100057400002536235 N/A N/A OH No MI 100057400002672154 N/A N/A UT No MI 100124700070128800 N/A N/A UT No MI 100124700070122027 N/A N/A CO No MI 100124700070142157 N/A N/A UT No MI 100124700070031319 N/A N/A CO No MI 100124700070120641 N/A N/A UT No MI 0 N/A N/A CO No MI 100124700070131821 N/A N/A CO No MI 100124700070123165 N/A N/A CO No MI 100124700070139864 N/A N/A CO No MI 0 N/A N/A CO No MI 100124700070127422 N/A N/A CO No MI 100124700070116078 N/A N/A UT No MI 100124700070129980 N/A N/A CO No MI 100124700070141399 N/A N/A UT No MI 100124700070130939 N/A N/A UT No MI 100124700070118330 N/A N/A CO No MI 100124700070128990 N/A N/A UT No MI 100124700070120336 N/A N/A CO No MI 100124700070121847 N/A N/A CO GE Capital MI 100124700070127091 N/A N/A CO No MI 100124700070136415 N/A N/A CO No MI 100124700070134659 N/A N/A NV No MI 100124700070124148 N/A N/A NV No MI 100125300029356864 N/A N/A CA No MI 100114700000231742 N/A N/A CA No MI 100114700000229084 N/A N/A CA No MI 100114700000023209 N/A N/A CA No MI 0 N/A N/A TX No MI 100068300111558020 N/A N/A NV No MI 100137306030023258 N/A N/A NV No MI 100137306030023209 N/A N/A NV No MI 100137366040023819 N/A N/A NV No MI 100137306030022573 N/A N/A RI No MI 100094600000419533 N/A N/A MI No MI 100094600000421364 N/A N/A IN No MI 100094600000419020 N/A N/A MA No MI 100094600000427072 N/A N/A CT No MI 100094600000425811 N/A N/A IN No MI 100094600000422099 N/A N/A NH No MI 100094600000422511 N/A N/A MA No MI 100022100133165423 N/A N/A CT No MI 100094600000409716 N/A N/A NH No MI 100094600000422412 N/A N/A RI No MI 100094600000424640 N/A N/A MA No MI 100094600000410680 N/A N/A MA No MI 100022100136477064 N/A N/A MI No MI 100094600000418287 N/A N/A MA No MI 100094600000421380 N/A N/A NH No MI 100094600000426777 N/A N/A CA No MI 100063100074192550 N/A N/A FL No MI 100265600005025346 N/A N/A FL No MI 100265600005013458 N/A N/A TX No MI 100265600005015404 N/A N/A MS No MI 100265600005014407 N/A N/A IN No MI 100265600005020198 N/A N/A OK No MI 100265600004286733 N/A N/A TX No MI 100265600005015826 N/A N/A IN No MI 100265600005015586 N/A N/A TX No MI 100265600005016089 N/A N/A OH No MI 100265600004816554 N/A N/A OK No MI 100265600005008201 N/A N/A TX No MI 100265600005035204 N/A N/A FL No MI 10025043257 N/A N/A OK No MI 100265600004819533 N/A N/A WY No MI 100265600005016709 N/A N/A UT No MI 100031700003366537 N/A N/A UT No MI 100031700003360548 N/A N/A CA No MI 100031700003366081 N/A N/A TX No MI 100031700003351612 N/A N/A AZ No MI 100031700003361744 N/A N/A TX No MI 100031700003343270 N/A N/A UT No MI 100031700003361132 N/A N/A FL No MI 100031700003365620 N/A N/A CO No MI 100031700003352644 N/A N/A FL No MI 100031700003344807 N/A N/A UT No MI 100031700003357874 N/A N/A FL No MI 100031700003369002 N/A N/A CA No MI 100031700003384191 N/A N/A CA No MI 100031700003355621 N/A N/A TX No MI 100031700003351646 N/A N/A NC No MI 100047132160100594 N/A N/A CO No MI 100047152206005433 N/A N/A NV No MI 100047152260300761 N/A N/A TX No MI 100047152206008569 N/A N/A TN No MI 0 N/A N/A AZ No MI 100047131450600628 N/A N/A TX No MI 100047152205008008 N/A N/A AZ No MI 100047131460100494 N/A N/A CA No MI 100047152206007090 N/A N/A IL Mortgage Guaranty In 100032415060077880 N/A N/A NV No MI 100163110115959841 N/A N/A NV No MI 100163110000975449 N/A N/A VA No MI 100078200000202532 N/A N/A VA No MI 0 N/A N/A VA No MI 0 N/A N/A VA No MI 100078200000200924 N/A N/A VA No MI 100078200000201104 N/A N/A MD No MI 100078200000202722 N/A N/A MD No MI 100078200000205279 N/A N/A VA No MI 100078200000204728 N/A N/A VA No MI 100078200000203704 N/A N/A VA No MI 100078200000203670 N/A N/A VA No MI 100078200000202037 N/A N/A VA No MI 100078500000202656 N/A N/A GA No MI 100135813080041660 N/A N/A GA No MI 100135813270000914 N/A N/A NJ No MI 100135811010032940 N/A N/A CA No MI 100135813100123548 N/A N/A NJ No MI 100135811010031751 N/A N/A NV No MI 100194924106026286 N/A N/A NV No MI 100194924150415524 N/A N/A NV No MI 100194924106029866 N/A N/A CA No MI 100194924106020451 N/A N/A AZ No MI 100194972106027281 N/A N/A NV No MI 100194924106024578 N/A N/A NV No MI 100194924106026821 N/A N/A NV No MI 100194924106018364 N/A N/A AZ No MI 100194972106024544 N/A N/A NV No MI 100194924106022481 N/A N/A AZ No MI 100194972106026176 N/A N/A NV No MI 100194924106021426 N/A N/A NV No MI 100194924106026961 N/A N/A CA No MI 100221000000023144 N/A N/A IL No MI 100173250020072062 N/A N/A FL No MI 100173250020045175 N/A N/A OR No MI 100173250010042786 N/A N/A AZ No MI 100173202000016114 N/A N/A LA No MI 100173250020060224 N/A N/A FL No MI 0 N/A N/A MN No MI 100173250020052288 N/A N/A NV No MI 100173250020064036 N/A N/A MN No MI 100173250010040897 N/A N/A MD No MI 0 N/A N/A AZ No MI 100070706030085307 N/A N/A AZ No MI 100070706030083518 N/A N/A AZ No MI 100070706050089619 N/A N/A AZ No MI 100070706040086519 N/A N/A AZ No MI 100070706030085455 N/A N/A AZ No MI 100070706040087053 N/A N/A AZ No MI 100070706030084953 N/A N/A AZ No MI 100070706030083724 N/A N/A AZ No MI 100070706030084359 N/A N/A AZ No MI 100070706020082702 N/A N/A AZ No MI 100070706040086956 N/A N/A FL No MI 100274130912169531 N/A N/A GA No MI 100065500000237387 N/A N/A GA No MI 100065500000237403 N/A N/A SC No MI 0 N/A N/A GA No MI 100065500000242114 N/A N/A GA No MI 100065500000237288 N/A N/A GA No MI 100065500000239433 N/A N/A GA No MI 100065500000237395 N/A N/A GA No MI 100065500000240803 N/A N/A GA No MI 100065500000242825 N/A N/A GA No MI 0 N/A N/A GA No MI 100065500000237411 N/A N/A GA No MI 100065500000232750 N/A N/A GA No MI 100065500000240019 N/A N/A GA No MI 100065500000239011 N/A N/A GA No MI 100065500000244151 N/A N/A FL No MI 100065500000245349 N/A N/A GA No MI 100065500000235076 N/A N/A GA No MI 100065500000237338 N/A N/A GA No MI 100065500000237296 N/A N/A NC No MI 100065500000240894 N/A N/A GA No MI 100065500000244011 N/A N/A IN No MI 100307100000152260 N/A N/A TX No MI 100307100000146841 N/A N/A TX No MI 100307100000151247 N/A N/A TX No MI 100307100000148953 N/A N/A TX No MI 100307100000148995 N/A N/A TX No MI 100307100000152815 N/A N/A TX No MI 100307100000154308 N/A N/A TX No MI 100307100000150942 N/A N/A TX No MI 100307100000147138 N/A N/A TX No MI 100307100000154720 N/A N/A GA No MI 100085600023364287 N/A N/A GA No MI M10008560002292800 N/A N/A GA No MI 100085600023448510 N/A N/A AL No MI M10008560002291700 N/A N/A TN No MI M10008560002306500 N/A N/A GA No MI M10008560002215400 N/A N/A GA Radian Guaranty M10008560002313100 N/A N/A AL No MI M10008560002323100 N/A N/A AL No MI M10008560060001200 N/A N/A GA No MI 100085600023524906 N/A N/A GA No MI 100085600023371787 N/A N/A GA No MI 100085600023477220 N/A N/A SC No MI 100085600023247474 N/A N/A AL No MI M10008560002246100 N/A N/A TN No MI 100085600023450151 N/A N/A AL No MI 100085600022842713 N/A N/A GA No MI 100085600023539698 N/A N/A GA No MI M10008560002316200 N/A N/A TX No MI 100305900012311651 N/A N/A GA No MI 100063700002728175 N/A N/A MI No MI 100063700002732417 N/A N/A MI No MI 0 N/A N/A MI No MI 100063700002729355 N/A N/A MI No MI 100063700002731880 N/A N/A MI No MI 100063700002723812 N/A N/A MI No MI 100063700002723887 N/A N/A MI No MI 100063700002730544 N/A N/A GA No MI 100354450140102812 N/A N/A PA No MI 100076500000183224 N/A N/A PA No MI 100076500000987977 N/A N/A NJ No MI 100076500001191564 N/A N/A PA No MI 100076500000937314 N/A N/A PA No MI 100076500000944872 N/A N/A PA No MI 100076500000991071 N/A N/A PA No MI 100076500001186689 N/A N/A DE No MI 100076500000191367 N/A N/A PA No MI 100076500000937942 N/A N/A PA No MI 100076500000182242 N/A N/A NJ No MI 100076500000938650 N/A N/A NJ No MI 100076500000186466 N/A N/A PA No MI 100076500000187563 N/A N/A NJ No MI 100076500000935094 N/A N/A DE No MI 100076500000912937 N/A N/A NJ No MI 100076500000909503 N/A N/A PA No MI 100076500000932455 N/A N/A PA No MI 100076500000947396 N/A N/A PA No MI 100076500000945606 N/A N/A NJ No MI 100076500000921128 N/A N/A PA No MI 100076500000188256 N/A N/A NJ No MI 100076500000188298 N/A N/A PA No MI 100076500000927364 N/A N/A PA No MI 100076500000988366 N/A N/A PA No MI 0 N/A N/A NJ No MI 100076500000931572 N/A N/A PA No MI 100076500000920377 N/A N/A NJ No MI 100076500001001326 N/A N/A NJ No MI 100076500000943361 N/A N/A PA Republic MIC 100076500000192472 N/A N/A NJ No MI 100076500000937009 N/A N/A PA No MI 100076500000928305 N/A N/A NJ No MI 100076500000946877 N/A N/A PA No MI 100076500000946265 N/A N/A PA No MI 100076500000994497 N/A N/A PA No MI 100076500000985982 N/A N/A PA No MI 100076500000183349 N/A N/A DE No MI 100076500000184263 N/A N/A PA No MI 100076500000196036 N/A N/A NJ No MI 100076500000188918 N/A N/A PA No MI 100076500000197505 N/A N/A NE No MI 100077430500751099 N/A N/A NE No MI 100077430500755306 N/A N/A NE No MI 100077430500755041 N/A N/A NE No MI 100077430500755363 N/A N/A NE No MI 100077430500751149 N/A N/A NE No MI 100077430500755421 N/A N/A CA No MI 100184750602070001 N/A N/A WI No MI 100272406032388892 N/A N/A MN No MI 100272406041795855 N/A N/A MD No MI 100293000136899717 N/A N/A FL No MI 100293000136875790 N/A N/A VA No MI 100293000135607764 N/A N/A FL No MI 100293000136890542 N/A N/A IA No MI 100293000137314195 N/A N/A GA No MI 100293000135206146 N/A N/A IA No MI 100293000152378299 N/A N/A VA No MI 100293000135447542 N/A N/A VA No MI 100293000135610974 N/A N/A GA No MI 100293000136559725 N/A N/A GA No MI 100293000152539098 N/A N/A DC PMI 100293000134981343 N/A N/A VA No MI 100293000137348193 N/A N/A GA No MI 100293000138132091 N/A N/A MD No MI 100293000134414568 N/A N/A GA No MI 100293000133498810 N/A N/A FL No MI 100293000134814940 N/A N/A IA No MI 0 N/A N/A VA No MI 100293000000581623 N/A N/A IA No MI 100293000135193195 N/A N/A VA No MI 100293000136408592 N/A N/A MD No MI 100289400000040545 N/A N/A DC No MI 100289400000041048 N/A N/A VA No MI 100289400000038192 N/A N/A NJ No MI 100212001000231498 N/A N/A NJ No MI 0 N/A N/A NJ No MI 0 N/A N/A CO No MI 100034683320100978 N/A N/A TX No MI 100034673335107183 N/A N/A CO No MI 100034683320100986 N/A N/A CA No MI 100034673310181609 N/A N/A TX No MI 100034683335100336 N/A N/A CA No MI 100034683310100988 N/A N/A IL No MI 100031205407373915 N/A N/A MO No MI 100031231107349476 N/A N/A KS No MI 100031230107299442 N/A N/A OK No MI 100031231107395024 N/A N/A IN No MI 100031205707328106 N/A N/A TN No MI 100031230707291153 N/A N/A MN No MI 100031204107317215 N/A N/A FL No MI 100031204607391868 N/A N/A MO No MI 100031231707354272 N/A N/A KS No MI 100031231707342822 N/A N/A KS No MI 100031230107299574 N/A N/A KS No MI 100031230107299418 N/A N/A NC No MI 100031209807292089 N/A N/A MO No MI 100031231707397222 N/A N/A OH No MI 100031230707394783 N/A N/A MI No MI 100031231107377295 N/A N/A NC No MI 100031209807291792 N/A N/A AZ No MI 100420200000120069 N/A N/A AZ No MI 100420200000114914 N/A N/A AZ No MI 100420200000116729 N/A N/A IN No MI 100420200000109377 N/A N/A DC No MI M10012630000013338 N/A N/A TX No MI M10012630000013913 N/A N/A VA No MI M10012630000012814 N/A N/A TX No MI 100075900496006551 N/A N/A TX No MI 100075900496004481 N/A N/A TX No MI 100075900106000903 N/A N/A TX No MI 100075900336002661 N/A N/A TX No MI 100075900496004671 N/A N/A TX No MI 100075900126009991 N/A N/A TX No MI 100075900246006224 N/A N/A TX No MI 100075900156000431 N/A N/A TX No MI 100075900126007946 N/A N/A TX No MI 100075900126004539 N/A N/A TX No MI 100075900246007297 N/A N/A TX No MI 100075900496004804 N/A N/A TX No MI 100075900246005564 N/A N/A TX No MI 100075900126007458 N/A N/A TX No MI 100075900126007300 N/A N/A TX No MI 100075900126011666 N/A N/A TX No MI 100075900126007334 N/A N/A NY No MI 100022407896424685 N/A N/A CA No MI 100022407895468683 N/A N/A STATE MAX_RATE MIN_RATE PER_RATE_CAP GROUP_ID HYBRID_TERM LIEN --------------------------------------------------------------------------------------------------------------------------------------- CO N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First MO N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First NC N/A N/A N/A I N/A First WI N/A N/A N/A I N/A First IN N/A N/A N/A I N/A First OR N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First DC N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First DC N/A N/A N/A I N/A First DC N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First MA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First DE N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First IL N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First IL N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First NY N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First CT N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First MO N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First DC N/A N/A N/A I N/A First MA N/A N/A N/A I N/A First CT N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NY N/A N/A N/A I N/A First NY N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First NY N/A N/A N/A I N/A First NY N/A N/A N/A I N/A First NY N/A N/A N/A I N/A First NY N/A 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N/A N/A I N/A First CO N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First RI N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First IN N/A N/A N/A I N/A First MA N/A N/A N/A I N/A First CT N/A N/A N/A I N/A First IN N/A N/A N/A I N/A First NH N/A N/A N/A I N/A First MA N/A N/A N/A I N/A First CT N/A N/A N/A I N/A First NH N/A N/A N/A I N/A First RI N/A N/A N/A I N/A First MA N/A N/A N/A I N/A First MA N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First MA N/A N/A N/A I N/A First NH N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First MS N/A N/A N/A I N/A First IN N/A N/A N/A I N/A First OK N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First IN N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First OH N/A N/A N/A I N/A First OK N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First OK N/A N/A N/A I N/A First WY N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First UT N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First NC N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First IL N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First IL N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First OR N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First LA N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First MN N/A N/A N/A I N/A First NV N/A N/A N/A I N/A First MN N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First SC N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First NC N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First IN N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First AL N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First AL N/A N/A N/A I N/A First AL N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First SC N/A N/A N/A I N/A First AL N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First AL N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First DE N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First DE N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First DE N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First PA N/A N/A N/A I N/A First NE N/A N/A N/A I N/A First NE N/A N/A N/A I N/A First NE N/A N/A N/A I N/A First NE N/A N/A N/A I N/A First NE N/A N/A N/A I N/A First NE N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First WI N/A N/A N/A I N/A First MN N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First IA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First IA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First DC N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First GA N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First IA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First IA N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First MD N/A N/A N/A I N/A First DC N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First NJ N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First CO N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First IL N/A N/A N/A I N/A First MO N/A N/A N/A I N/A First KS N/A N/A N/A I N/A First OK N/A N/A N/A I N/A First IN N/A N/A N/A I N/A First TN N/A N/A N/A I N/A First MN N/A N/A N/A I N/A First FL N/A N/A N/A I N/A First MO N/A N/A N/A I N/A First KS N/A N/A N/A I N/A First KS N/A N/A N/A I N/A First KS N/A N/A N/A I N/A First NC N/A N/A N/A I N/A First MO N/A N/A N/A I N/A First OH N/A N/A N/A I N/A First MI N/A N/A N/A I N/A First NC N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First AZ N/A N/A N/A I N/A First IN N/A N/A N/A I N/A First DC N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First VA N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First TX N/A N/A N/A I N/A First NY N/A N/A N/A I N/A First CA N/A N/A N/A I N/A First STATE BALLOON PP_DESC IO_FLAG IO_PERIOD PORTFOLIO -------------------------------------------------------------------------------------------------------- CO No NO PP Y 120 CNDU TX No NO PP Y 120 CNDU MD No NO PP Y 120 CNDU MO No 2Y PP N 0 CNDU MD No NO PP Y 120 CNDU NC No NO PP Y 120 CNDU WI No 6M PP N 0 CNDU IN No NO PP Y 120 CNDU OR No NO PP Y 120 CNDU MD No NO PP Y 120 CNDU VA No NO PP N 0 CNDU AZ No NO PP Y 120 CNDU VA No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO DC No NO PP Y 120 EFLO VA No 3Y PP N 0 EFLO DC No NO PP Y 120 EFLO DC No NO PP Y 120 EFLO VA No NO PP N 0 EFLO VA No 3Y PP Y 120 EFLO VA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO MD No NO PP N 0 EFLO VA No NO PP Y 120 EFLO VA No NO PP Y 120 EFLO VA No NO PP Y 120 EFLO TX No 3Y PP N 0 EFLO VA No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO VA No NO PP N 0 EFLO MD No NO PP N 0 EFLO GA No NO PP N 0 EFLO MA No NO PP Y 120 EFLO MD No NO PP N 0 EFLO MD No NO PP Y 120 EFLO MD No NO PP N 0 EFLO GA No NO PP N 0 EFLO MD Yes NO PP N 0 EFLO TN No NO PP N 0 EFLO MD No NO PP N 0 EFLO MD No NO PP Y 120 EFLO TN No NO PP N 0 EFLO DE No NO PP Y 120 EFLO MD No NO PP N 0 EFLO IL No NO PP N 0 EFLO MD Yes NO PP N 0 EFLO MD No NO PP Y 120 EFLO VA No NO PP N 0 EFLO IL No NO PP N 0 EFLO MD No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO NY No NO PP N 0 EFLO VA No NO PP Y 120 EFLO MI No 3Y PP N 0 EFLO CT No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO MO No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO UT No NO PP N 0 EFLO CO No NO PP N 0 EFLO VA No NO PP Y 120 CNDU MD No NO PP N 0 CNDU NJ No NO PP N 0 CNDU CA No NO PP N 0 CNDU VA No NO PP Y 120 CNDU TN No NO PP Y 120 CNDU TN No NO PP Y 120 CNDU NJ No NO PP N 0 CNDU TN No NO PP N 0 CNDU PA No NO PP N 0 CNDU MD No NO PP N 0 CNDU VA No NO PP Y 120 CNDU VA No NO PP Y 120 CNDU FL No 3Y PP Y 120 CNDU NJ No NO PP N 0 CNDU FL No 3Y PP Y 120 CNDU FL No 3Y PP N 0 CNDU PA No 3Y PP Y 120 CNDU NJ No NO PP Y 120 CNDU FL No 3Y PP N 0 CNDU FL No 3Y PP Y 120 CNDU DC No NO PP Y 120 CNDU MA No NO PP Y 120 CNDU CT No NO PP N 0 CNDU MD No NO PP N 0 CNDU MD No NO PP Y 120 CNDU PA No 3Y PP Y 120 CNDU NY No NO PP N 0 EFLO NY No NO PP N 0 EFLO FL No 3Y PP N 0 EFLO NY No 1Y PP Y 120 EFLO NY No 1Y PP Y 120 EFLO NY No 1Y PP N 0 EFLO NY No 1Y PP N 0 EFLO DC Yes 3Y PP N 0 EFLO MD No NO PP N 0 EFLO DC Yes NO PP N 0 EFLO MD No 3Y PP N 0 EFLO NC No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NC No 1Y PP Y 120 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP Y 120 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP Y 120 EFLO FL No 1Y PP Y 120 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NY No NO PP Y 120 EFLO NJ No NO PP N 0 EFLO NJ No NO PP Y 120 EFLO MI No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO FL No 3Y PP Y 120 EFLO TX No NO PP N 0 EFLO FL No 3Y PP N 0 EFLO MI No 3Y PP N 0 EFLO CA No 3Y PP Y 120 EFLO WA No NO PP Y 120 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO CA No NO PP Y 120 EFLO OR No NO PP Y 120 EFLO FL No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 1Y PP N 0 EFLO VA No 3Y PP Y 120 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO WA No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO FL No 3Y PP N 0 EFLO FL No 3Y PP Y 120 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO CT No 3Y PP N 0 EFLO NJ No NO PP Y 120 EFLO MA No NO PP Y 120 EFLO NM No NO PP N 0 EFLO MI No 3Y PP N 0 EFLO CO No 3Y PP N 0 EFLO MN No NO PP N 0 EFLO LA No NO PP N 0 EFLO AL No NO PP N 0 EFLO FL No NO PP Y 120 EFLO FL No NO PP N 0 EFLO AL No NO PP N 0 EFLO TN No NO PP Y 120 EFLO FL No NO PP Y 120 EFLO FL No NO PP Y 120 EFLO FL No NO PP N 0 EFLO MS No NO PP N 0 EFLO GA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO TN No NO PP N 0 EFLO AL No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO TN No NO PP N 0 EFLO FL No NO PP Y 120 EFLO AL No NO PP N 0 EFLO FL No NO PP N 0 EFLO TN No NO PP N 0 EFLO FL No NO PP Y 120 EFLO AL No NO PP N 0 EFLO MS No NO PP N 0 EFLO LA No NO PP N 0 EFLO TN No NO PP N 0 EFLO GA No NO PP N 0 EFLO TN No NO PP N 0 EFLO KY No NO PP N 0 EFLO TN No NO PP Y 120 EFLO FL No NO PP N 0 EFLO GA No 1Y PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No 1Y PP N 0 EFLO AL No NO PP N 0 EFLO GA No 1Y PP N 0 EFLO GA No 1Y PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No 1Y PP N 0 EFLO GA No 1Y PP N 0 EFLO NC No 1Y PP N 0 EFLO GA Yes 1Y PP N 0 EFLO MO No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No 1Y PP N 0 EFLO TN No NO PP N 0 EFLO GA No NO PP N 0 EFLO NY No NO PP Y 120 EFLO NJ Yes NO PP N 0 EFLO NJ No NO PP Y 120 EFLO PA No NO PP N 0 EFLO PA No 3Y PP Y 120 EFLO NY No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP Y 120 EFLO CT No NO PP N 0 EFLO CT No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO NY No NO PP N 0 EFLO NY No NO PP N 0 EFLO NY No NO PP N 0 EFLO NY No NO PP N 0 EFLO NY No NO PP N 0 EFLO NY No NO PP N 0 EFLO FL No NO PP N 0 EFLO CT No NO PP N 0 EFLO FL No NO PP N 0 EFLO IL No NO PP Y 120 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO AZ No NO PP N 0 EFLO AZ No 3Y PP N 0 EFLO TX No 3Y PP Y 120 EFLO CO No 6M PP N 0 EFLO AZ No 6M PP N 0 EFLO AZ No 3Y PP N 0 EFLO AZ No 3Y PP N 0 EFLO CA Yes NO PP N 0 EFLO AR No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO CA No NO PP Y 120 EFLO TX No NO PP N 0 EFLO CO Yes 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO GA Yes 3Y PP N 0 EFLO NC No 3Y PP N 0 EFLO MI No NO PP N 0 EFLO NJ No NO PP Y 120 WFLN MN No 3Y PP N 0 WFLN NJ No NO PP Y 120 WFLN NJ No NO PP Y 120 WFLN MD No NO PP N 0 WFLN NV No NO PP N 0 WFLN GA No NO PP N 0 WFLN DC No NO PP Y 120 WFLN FL No 3Y PP Y 120 WFLN CA No NO PP N 0 WFLN CA No NO PP N 0 WFLN TX No 3Y PP N 0 WFLN NY No 1Y PP N 0 WFLN MD No NO PP Y 120 WFLN TX No NO PP Y 120 WFLN AZ No 3Y PP N 0 WFLN NH No 3Y PP N 0 WFLN MN No 3Y PP N 0 WFLN CA No NO PP N 0 WFLN CA No NO PP Y 120 WFLN GA No 3Y PP N 0 WFLN GA No 3Y PP N 0 WFLN TX No 3Y PP N 0 WFLN AZ No NO PP Y 120 WFLN NC No NO PP Y 120 WFLN TX No 3Y PP N 0 WFLN WA No NO PP Y 120 WFLN TX No 3Y PP N 0 WFLN CA No 3Y PP Y 120 WFLN FL No NO PP N 0 WFLN TX No 3Y PP N 0 WFLN CA No 3Y PP N 0 WFLN NJ No NO PP Y 120 WFLN TX No 3Y PP N 0 WFLN NJ No NO PP N 0 WFLN AZ No NO PP N 0 WFLN AZ No NO PP Y 120 WFLN NJ No NO PP Y 120 WFLN AZ No NO PP Y 120 WFLN FL No NO PP N 0 WFLN FL No NO PP N 0 WFLN AZ No 1Y PP N 0 WFLN NY No 1Y PP N 0 WFLN GA No NO PP N 0 WFLN CA No NO PP N 0 WFLN NJ No NO PP N 0 WFLN CA No 3Y PP N 0 WFLN VA No NO PP N 0 WFLN CT No NO PP N 0 WFLN PA No NO PP N 0 WFLN DE No NO PP N 0 WFLN WA No NO PP Y 120 WFLN MD No NO PP N 0 WFLN NJ No NO PP N 0 WFLN VA No NO PP Y 120 WFLN FL No NO PP N 0 WFLN MD No NO PP Y 120 WFLN TX No 3Y PP N 0 WFLN CA No NO PP Y 120 WFLN VA No NO PP Y 120 WFLN AZ No NO PP Y 120 WFLN MN No 2Y PP N 0 WFLN CA No NO PP Y 120 WFLN CA No NO PP N 0 WFLN NJ No NO PP N 0 WFLN MN No NO PP N 0 WFLN TX No 3Y PP N 0 WFLN NJ No NO PP N 0 WFLN MD No NO PP Y 120 WFLN TX No 2Y PP N 0 WFLN TX No 3Y PP N 0 WFLN PA No NO PP N 0 WFLN AZ No 2Y PP N 0 WFLN TX No NO PP N 0 WFLN CA No 3Y PP N 0 WFLN TX No 2Y PP N 0 WFLN CA No NO PP N 0 EFLO CA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO CA Yes 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO MN No NO PP Y 120 EFLO GA No NO PP N 0 EFLO TX No NO PP N 0 EFLO FL No NO PP Y 120 EFLO MA No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO FL No NO PP N 0 EFLO IL No NO PP N 0 EFLO GA No NO PP N 0 EFLO IL No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO MA No NO PP N 0 EFLO SC No NO PP N 0 EFLO OH No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO NC No NO PP N 0 EFLO IN No NO PP N 0 EFLO VA No 3Y PP N 0 EFLO IL No NO PP N 0 EFLO IL No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO OK No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO GA No NO PP N 0 EFLO TX No NO PP Y 120 EFLO AZ No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO FL No 3Y PP N 0 EFLO TX No NO PP Y 120 EFLO LA No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TX No NO PP N 0 EFLO IL No NO PP Y 120 EFLO MN No NO PP N 0 EFLO MN No NO PP N 0 EFLO NJ No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO CA No NO PP Y 120 EFLO NC No NO PP Y 120 EFLO FL No 3Y PP N 0 EFLO MS Yes 3Y PP N 0 EFLO UT No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO GA Yes 3Y PP N 0 EFLO MD No NO PP N 0 EFLO MD No NO PP N 0 EFLO PA No 3Y PP N 0 EFLO MA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO CA No NO PP Y 120 EFLO SC No NO PP N 0 EFLO TX No NO PP N 0 EFLO SC No NO PP N 0 EFLO GA No NO PP N 0 EFLO OR No NO PP N 0 EFLO WA No NO PP N 0 EFLO WA No NO PP N 0 EFLO CA No NO PP Y 120 EFLO MD No NO PP N 0 EFLO CO No NO PP N 0 EFLO OR No NO PP Y 120 EFLO AZ No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TN No NO PP N 0 EFLO NV No NO PP Y 120 EFLO AZ No NO PP N 0 EFLO KY No NO PP N 0 EFLO NJ No NO PP N 0 EFLO RI Yes NO PP N 0 EFLO GA No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO KY No NO PP N 0 EFLO CA No NO PP Y 120 EFLO MD No NO PP N 0 EFLO CA No NO PP N 0 EFLO FL No NO PP N 0 EFLO CA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO OR No NO PP Y 120 EFLO AZ No NO PP N 0 EFLO SC No NO PP N 0 EFLO FL No NO PP N 0 EFLO WA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO CA Yes NO PP N 0 EFLO TX No 6M PP Y 120 EFLO CA No NO PP Y 120 EFLO CA No NO PP N 0 EFLO CA Yes NO PP N 0 EFLO MD No NO PP N 0 EFLO OR No 3Y PP N 0 EFLO CA No NO PP Y 120 EFLO CA No NO PP N 0 EFLO WA No NO PP N 0 EFLO CA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO TX No NO PP N 0 EFLO AZ No 3Y PP N 0 EFLO FL No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO TN No NO PP N 0 EFLO SC No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO SC No NO PP N 0 EFLO AZ No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO TX No NO PP Y 120 EFLO ID No NO PP N 0 EFLO CA No NO PP Y 120 EFLO FL No NO PP Y 120 EFLO MD No NO PP N 0 EFLO KY No NO PP N 0 EFLO IN No NO PP N 0 EFLO OH No NO PP N 0 EFLO IN No NO PP N 0 EFLO KY No NO PP N 0 EFLO KY No NO PP N 0 EFLO IN No NO PP N 0 EFLO OH No NO PP N 0 EFLO TN No NO PP N 0 EFLO TN No NO PP N 0 EFLO IN No NO PP N 0 EFLO KY No NO PP N 0 EFLO KY No NO PP N 0 EFLO TN No NO PP N 0 EFLO FL No NO PP N 0 EFLO KY No NO PP N 0 EFLO IN No NO PP N 0 EFLO OH No NO PP N 0 EFLO KY No NO PP Y 120 EFLO IN No NO PP N 0 EFLO IN No NO PP N 0 EFLO OH No NO PP N 0 EFLO IN No NO PP N 0 EFLO IN No NO PP N 0 EFLO IN No NO PP Y 120 EFLO IN No NO PP N 0 EFLO KY No NO PP N 0 EFLO IN No NO PP N 0 EFLO KY No NO PP N 0 EFLO IN No NO PP N 0 EFLO KY No NO PP N 0 EFLO KY No NO PP N 0 EFLO OH No NO PP N 0 EFLO IN No NO PP N 0 EFLO IN No NO PP N 0 EFLO IN No NO PP N 0 EFLO KY No NO PP N 0 EFLO WY No 3Y PP N 0 EFLO HI Yes 3Y PP N 0 EFLO CO No 3Y PP N 0 EFLO CA No NO PP N 0 EFLO WI No NO PP N 0 EFLO WI No NO PP N 0 EFLO CO No NO PP Y 120 EFLO CO No NO PP Y 120 EFLO WY No NO PP N 0 EFLO VA No NO PP N 0 EFLO VA No NO PP N 0 EFLO FL No NO PP N 0 EFLO NJ No 3Y PP N 0 EFLO VA No NO PP Y 120 EFLO VA No NO PP N 0 EFLO VA No NO PP Y 120 EFLO TX No NO PP N 0 EFLO HI No 3Y PP Y 120 EFLO NE No 3Y PP N 0 EFLO OK No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO OK No 3Y PP N 0 EFLO SC No NO PP N 0 EFLO SC No NO PP N 0 EFLO SC No NO PP N 0 EFLO AZ No NO PP Y 120 EFLO SC No NO PP N 0 EFLO SC No NO PP N 0 EFLO AZ No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO AZ No NO PP N 0 EFLO AZ No 6M PP Y 120 EFLO IN No 6M PP N 0 EFLO AZ No 3Y PP N 0 EFLO AZ No 6M PP Y 120 EFLO MO No 3Y PP N 0 EFLO AZ No 6M PP Y 120 EFLO TN No 3Y PP N 0 EFLO IL No 6M PP N 0 EFLO AZ No 6M PP N 0 EFLO MO No 6M PP N 0 EFLO TX No 6M PP Y 120 EFLO AZ No 6M PP N 0 EFLO AZ No 6M PP Y 120 EFLO IL Yes 6M PP N 0 EFLO TX No 3Y PP N 0 EFLO AZ No 3Y PP Y 120 EFLO AZ No 3Y PP Y 120 EFLO TX No 6M PP N 0 EFLO IA No NO PP N 0 EFLO AZ No NO PP N 0 EFLO MO No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TX No NO PP Y 120 EFLO CO No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TX No NO PP Y 120 EFLO CO No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP Y 120 EFLO TX No NO PP Y 120 EFLO CO No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TX No NO PP Y 120 EFLO TX No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP Y 120 EFLO AZ No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP Y 120 EFLO NC No NO PP N 0 EFLO FL No NO PP Y 120 EFLO NC No NO PP N 0 EFLO NC No NO PP N 0 EFLO FL No 5Y PP Y 120 EFLO FL No 3Y PP N 0 EFLO CA No NO PP N 0 EFLO CA No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO CA No NO PP N 0 EFLO AZ No NO PP N 0 EFLO CA No NO PP N 0 EFLO CA No NO PP N 0 EFLO NV No NO PP N 0 EFLO CA Yes NO PP N 0 EFLO FL No 3Y PP Y 120 EFLO OH No 3Y PP N 0 EFLO NY No NO PP N 0 EFLO TX No NO PP N 0 EFLO NY No NO PP N 0 EFLO FL No NO PP N 0 EFLO MA No NO PP N 0 EFLO PA No NO PP N 0 EFLO CT No 3Y PP Y 120 EFLO NJ No NO PP Y 120 EFLO NY No NO PP N 0 EFLO CT No 3Y PP Y 120 EFLO NY Yes 1Y PP N 0 EFLO PA No NO PP N 0 EFLO NY No NO PP N 0 EFLO MA No 3Y PP N 0 EFLO CT No NO PP N 0 EFLO CT No NO PP N 0 EFLO TX No NO PP N 0 EFLO OK No NO PP N 0 EFLO TX No NO PP N 0 EFLO OK No NO PP N 0 EFLO OK No NO PP N 0 EFLO MD No 3Y PP N 0 EFLO MD No NO PP Y 120 EFLO NC No NO PP N 0 EFLO MD No NO PP Y 120 EFLO NC No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO NC No NO PP Y 120 EFLO MD No 3Y PP N 0 EFLO VA No 3Y PP Y 120 EFLO MD No NO PP Y 120 EFLO MD No 3Y PP N 0 EFLO MD No 3Y PP N 0 EFLO MD No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO NC No NO PP N 0 EFLO VA No NO PP N 0 EFLO VA No NO PP N 0 EFLO MA No NO PP N 0 EFLO VA No NO PP N 0 EFLO MD No NO PP Y 120 EFLO MD No NO PP N 0 EFLO NJ No NO PP N 0 EFLO MD No NO PP N 0 EFLO CT No NO PP N 0 EFLO RI Yes NO PP N 0 EFLO MA No NO PP N 0 EFLO MA No NO PP N 0 EFLO NH No NO PP N 0 EFLO MD No NO PP N 0 EFLO MA No NO PP N 0 EFLO VA No NO PP N 0 EFLO MA No NO PP N 0 EFLO RI No NO PP N 0 EFLO MD No NO PP Y 120 EFLO FL No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO VA No 3Y PP Y 120 EFLO MD No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO VA No NO PP Y 120 EFLO FL No 1Y PP Y 60 EFLO AZ No NO PP Y 120 EFLO VA No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO NC No NO PP Y 120 EFLO FL No 3Y PP N 0 EFLO MA No 1Y PP N 0 EFLO IL No 3Y PP Y 120 EFLO NM No NO PP N 0 EFLO AL No NO PP Y 120 EFLO VA No NO PP Y 120 EFLO NM No NO PP N 0 EFLO GA No 2Y PP Y 120 EFLO AL No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO AZ No NO PP Y 120 EFLO CA No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO MA No NO PP N 0 EFLO FL No 3Y PP N 0 EFLO NV No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO KS No NO PP N 0 EFLO WI No NO PP N 0 EFLO UT No NO PP N 0 EFLO CO No 3Y PP Y 120 EFLO MO No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO NH No NO PP Y 120 EFLO IL No NO PP N 0 EFLO PA No 3Y PP Y 120 EFLO TX No 3Y PP N 0 EFLO VA No 3Y PP N 0 EFLO MI No NO PP N 0 EFLO OH No NO PP Y 120 EFLO OR No NO PP N 0 EFLO NM No NO PP N 0 EFLO WI No NO PP N 0 EFLO FL No 3Y PP N 0 EFLO MD No NO PP Y 120 EFLO AZ No NO PP N 0 EFLO MD No NO PP N 0 EFLO CA No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO NV No 3Y PP Y 120 EFLO NC No NO PP N 0 EFLO HI No 3Y PP N 0 EFLO WA No 3Y PP N 0 EFLO AZ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO MD No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO NJ No NO PP N 0 EFLO FL No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NY No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO MD No NO PP Y 120 EFLO NJ No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA Yes 6M PP N 0 EFLO GA Yes NO PP N 0 EFLO CA No 3Y PP Y 120 EFLO IN No 4M PP Y 120 EFLO NY No 3Y PP N 0 EFLO FL No NO PP Y 60 EFLO NJ No NO PP N 0 EFLO NY No 1Y PP N 0 EFLO NJ No NO PP N 0 EFLO CA No NO PP N 0 EFLO PA Yes NO PP N 0 EFLO PA Yes NO PP N 0 EFLO PA Yes NO PP N 0 EFLO AZ No 6M PP N 0 EFLO CA No NO PP N 0 EFLO MO No 3Y PP N 0 EFLO NY No NO PP N 0 EFLO MA No NO PP N 0 EFLO NY No NO PP N 0 EFLO CO No 6M PP N 0 EFLO VA No NO PP Y 120 EFLO CO No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO KY No NO PP N 0 EFLO OH No NO PP N 0 EFLO AZ No 3Y PP Y 120 EFLO AZ No 3Y PP N 0 EFLO AZ No 3Y PP N 0 EFLO KS No 3Y PP N 0 EFLO FL No NO PP Y 120 EFLO FL No NO PP Y 120 EFLO FL No NO PP Y 120 EFLO FL No NO PP Y 120 EFLO FL No 1Y PP N 0 EFLO FL No 1Y PP N 0 EFLO AL No NO PP N 0 EFLO SC No NO PP N 0 EFLO SC No 1Y PP N 0 EFLO FL No 1Y PP Y 120 EFLO GA No 1Y PP N 0 EFLO SC No NO PP N 0 EFLO GA No 1Y PP N 0 EFLO SC No NO PP N 0 EFLO FL No 1Y PP N 0 EFLO GA No 1Y PP N 0 EFLO GA No 1Y PP N 0 EFLO SC No NO PP N 0 EFLO GA No 1Y PP N 0 EFLO SC No NO PP N 0 EFLO FL No 1Y PP N 0 EFLO SC No NO PP N 0 EFLO SC No NO PP N 0 EFLO SC No NO PP Y 120 EFLO SC No NO PP N 0 EFLO GA No 1Y PP Y 120 EFLO SC No NO PP N 0 EFLO SC No NO PP N 0 EFLO SC No NO PP N 0 EFLO SC No NO PP N 0 EFLO SC No NO PP N 0 EFLO AZ No NO PP Y 120 EFLO TX Yes NO PP N 0 EFLO MD No NO PP Y 120 EFLO UT No NO PP Y 120 EFLO NV No NO PP Y 120 EFLO FL No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO NC No NO PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO NC No NO PP N 0 EFLO FL No NO PP N 0 EFLO NC No NO PP N 0 EFLO NC No NO PP N 0 EFLO NC No NO PP N 0 EFLO GA No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO GA No NO PP Y 120 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO SC No NO PP N 0 EFLO GA No NO PP N 0 EFLO NC No NO PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO FL No NO PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO FL No NO PP Y 120 EFLO GA No NO PP N 0 EFLO FL No NO PP N 0 EFLO GA No NO PP N 0 EFLO NC No NO PP N 0 EFLO FL No NO PP Y 120 EFLO NC No NO PP N 0 EFLO GA No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO GA No NO PP Y 120 EFLO FL No NO PP Y 120 EFLO NY No NO PP N 0 EFLO VA No NO PP N 0 EFLO FL No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO CA No 3Y PP N 0 EFLO CA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO NY No NO PP N 0 EFLO IN No NO PP Y 120 EFLO OH No NO PP N 0 EFLO IN No NO PP Y 120 EFLO OH No NO PP N 0 EFLO IN No NO PP Y 120 EFLO IN No NO PP N 0 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP N 0 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO OH No NO PP N 0 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP N 0 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO IN No NO PP Y 120 EFLO OH No NO PP N 0 EFLO IN No NO PP Y 120 EFLO UT No NO PP Y 120 EFLO UT No NO PP N 0 EFLO UT No 3Y PP N 0 EFLO UT No NO PP Y 120 EFLO FL No 3Y PP N 0 EFLO MN No NO PP Y 120 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TN No 6M PP N 0 EFLO TX No 3Y PP N 0 EFLO CA No 6M PP Y 120 EFLO TX No 6M PP N 0 EFLO TX No 3Y PP N 0 EFLO MN No 3Y PP N 0 EFLO TX No 6M PP Y 120 EFLO AL No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 6M PP N 0 EFLO TX No NO PP N 0 EFLO CA No 1Y PP N 0 EFLO WA No 6M PP Y 120 EFLO NV No 3Y PP Y 120 EFLO AZ No NO PP Y 120 EFLO SC No NO PP N 0 EFLO GA No NO PP N 0 EFLO IL No NO PP N 0 EFLO WI No 3Y PP N 0 EFLO MN No 3Y PP Y 120 EFLO WA No NO PP N 0 EFLO GA No NO PP N 0 EFLO TX No NO PP N 0 EFLO IL No NO PP N 0 EFLO WA No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO WA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO WA No NO PP N 0 EFLO IL No NO PP Y 120 EFLO TX No NO PP N 0 EFLO CO No NO PP Y 120 EFLO WI No NO PP N 0 EFLO AZ No NO PP N 0 EFLO GA No NO PP Y 120 EFLO MN No NO PP N 0 EFLO MN No NO PP N 0 EFLO MN No NO PP N 0 EFLO FL No NO PP N 0 EFLO MO No NO PP N 0 EFLO MN No NO PP Y 120 EFLO MN No NO PP N 0 EFLO IL No NO PP N 0 EFLO MD No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP Y 120 EFLO TX No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO MD No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO NC No NO PP N 0 EFLO NC No 3Y PP N 0 EFLO CO No 3Y PP Y 120 EFLO CA No NO PP N 0 EFLO CO No NO PP Y 120 EFLO MA No NO PP Y 120 EFLO CA No 6M PP N 0 EFLO NM No NO PP Y 120 EFLO NM No NO PP Y 120 EFLO NY No NO PP N 0 EFLO FL No NO PP N 0 EFLO NC No NO PP N 0 EFLO CA No 3Y PP Y 120 EFLO FL No NO PP N 0 EFLO CA No NO PP N 0 EFLO ME No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO CA No 1Y PP Y 120 EFLO FL No NO PP N 0 EFLO WA No 3Y PP Y 120 EFLO MA No NO PP N 0 EFLO FL No NO PP N 0 EFLO WA No 3Y PP Y 120 EFLO ID No 3Y PP Y 120 EFLO CA No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No NO PP N 0 EFLO NC No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No 3Y PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No 3Y PP N 0 EFLO IL No NO PP N 0 EFLO MO No 3Y PP N 0 EFLO IN No NO PP Y 120 EFLO IN No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO FL No NO PP N 0 EFLO MI No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO AR No 3Y PP N 0 EFLO MO No NO PP Y 60 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO VA No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP Y 120 EFLO FL No NO PP N 0 EFLO FL No NO PP Y 120 EFLO IL No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO KY No NO PP N 0 EFLO FL No NO PP N 0 EFLO AL No NO PP N 0 EFLO IL No NO PP N 0 EFLO FL No NO PP Y 120 EFLO TN No NO PP N 0 EFLO FL No NO PP N 0 EFLO GA No 1Y PP N 0 EFLO FL No NO PP Y 120 EFLO OH No 1Y PP N 0 EFLO NJ No NO PP N 0 EFLO MI No NO PP N 0 EFLO MA No NO PP Y 120 EFLO NV No 1Y PP Y 120 EFLO NV No 1Y PP N 0 EFLO CA No NO PP N 0 EFLO NV No 1Y PP N 0 EFLO CT No 2Y PP N 0 EFLO RI No 1Y PP N 0 EFLO NH No 1Y PP Y 120 EFLO CT No 2Y PP N 0 EFLO AR No 3Y PP N 0 EFLO OK No 3Y PP N 0 EFLO NC No 3Y PP Y 120 EFLO AR No NO PP N 0 EFLO OK No 3Y PP N 0 EFLO TN No 3Y PP N 0 EFLO AR No 3Y PP N 0 EFLO NC No 3Y PP Y 120 EFLO OK No 3Y PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO CA No NO PP N 0 EFLO CA No NO PP Y 120 EFLO CA No NO PP N 0 EFLO CA No NO PP N 0 EFLO NV No NO PP N 0 EFLO CT No NO PP N 0 EFLO NC No NO PP N 0 EFLO NC No NO PP N 0 EFLO WA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO TX No NO PP N 0 EFLO AZ Yes NO PP N 0 EFLO TX No NO PP N 0 EFLO AZ No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO WA No NO PP Y 120 EFLO NC No NO PP N 0 EFLO CA No NO PP Y 120 EFLO SC No NO PP Y 120 EFLO CO No NO PP N 0 EFLO FL Yes 3Y PP N 0 EFLO OH No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO AZ Yes NO PP N 0 EFLO CT No NO PP N 0 EFLO CA No NO PP N 0 EFLO CT No NO PP N 0 EFLO CA No NO PP Y 120 EFLO TX No NO PP N 0 EFLO GA No NO PP N 0 EFLO CO No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO TX No NO PP N 0 EFLO WA Yes NO PP N 0 EFLO CA No NO PP Y 120 EFLO CO No NO PP Y 120 EFLO IL No NO PP Y 120 EFLO SC No NO PP Y 120 EFLO TX No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO AL No NO PP N 0 EFLO GA No NO PP N 0 EFLO TX No NO PP Y 120 EFLO NV No NO PP Y 120 EFLO TX No NO PP N 0 EFLO GA No NO PP Y 120 EFLO TX No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TN No NO PP N 0 EFLO VA No NO PP Y 120 EFLO AL No NO PP N 0 EFLO AL No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TX No NO PP N 0 EFLO CO No NO PP Y 120 EFLO CO No NO PP N 0 EFLO NV Yes NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO NJ No NO PP Y 120 EFLO MD No NO PP N 0 EFLO VA No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO VA No NO PP N 0 EFLO MD No NO PP N 0 EFLO MD No NO PP Y 120 EFLO NC No NO PP N 0 EFLO PA No NO PP Y 120 EFLO NJ No NO PP Y 120 EFLO NJ No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO SC No NO PP N 0 EFLO MD No NO PP N 0 EFLO NJ No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO NJ No NO PP Y 120 EFLO SC No NO PP Y 120 EFLO MD No NO PP Y 120 EFLO PA No NO PP N 0 EFLO TN No 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO FL No 1Y PP Y 120 EFLO GA Yes 3Y PP N 0 EFLO GA No 3Y PP N 0 EFLO CA No 3Y PP N 0 EFLO FL No 3Y PP Y 120 EFLO SC No NO PP N 0 EFLO AZ No NO PP N 0 EFLO AZ No NO PP N 0 EFLO AZ No 6M PP N 0 EFLO AZ No NO PP Y 120 EFLO AZ No NO PP Y 120 EFLO FL No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO NC No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO NC No NO PP Y 120 EFLO FL No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO NC No NO PP N 0 EFLO GA No NO PP N 0 EFLO IL No NO PP Y 120 EFLO CA No NO PP N 0 EFLO HI No NO PP N 0 EFLO CA No NO PP N 0 EFLO CO No 3Y PP N 0 EFLO CA No 3Y PP N 0 EFLO FL No 3Y PP Y 120 EFLO CA No NO PP N 0 EFLO CA No NO PP Y 120 EFLO RI No NO PP N 0 EFLO MI No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO MO No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO IL No NO PP N 0 EFLO TX No NO PP N 0 EFLO IL No NO PP N 0 EFLO OR No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO AZ No 3Y PP N 0 EFLO OK No 3Y PP N 0 EFLO AZ No NO PP Y 120 EFLO TX No 3Y PP N 0 EFLO TX Yes 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO NV No 6M PP N 0 EFLO CA No 6M PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO GA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO GA No NO PP N 0 EFLO TN No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO AL No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO TN No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO IN No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO VA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO OH No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO MO No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO LA No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO CA No NO PP Y 120 EFLO AZ No 7M PP N 0 EFLO IL No NO PP N 0 EFLO IL No NO PP N 0 EFLO IN No NO PP N 0 EFLO FL No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO VA No NO PP Y 120 EFLO AZ No NO PP N 0 EFLO MI No NO PP N 0 EFLO GA No NO PP N 0 EFLO NV No NO PP N 0 EFLO NC No NO PP N 0 EFLO FL No NO PP N 0 EFLO VA No NO PP N 0 EFLO AZ No NO PP N 0 EFLO VA No NO PP Y 120 EFLO NM No NO PP N 0 EFLO AZ No NO PP N 0 EFLO PA No NO PP N 0 EFLO AZ No NO PP Y 120 EFLO NV No NO PP N 0 EFLO FL No NO PP Y 120 EFLO FL No NO PP N 0 EFLO AZ No NO PP N 0 EFLO NV No NO PP N 0 EFLO AZ No NO PP Y 120 EFLO FL No NO PP N 0 EFLO MI No NO PP N 0 EFLO CA No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP N 0 EFLO IL No NO PP N 0 EFLO FL No NO PP N 0 EFLO CA No NO PP N 0 EFLO CA No NO PP N 0 EFLO NV No NO PP Y 120 EFLO CO No NO PP N 0 EFLO IL No NO PP N 0 EFLO FL No NO PP N 0 EFLO OH No NO PP N 0 EFLO UT No NO PP N 0 EFLO UT No NO PP N 0 EFLO CO No 3Y PP N 0 EFLO UT No NO PP N 0 EFLO CO No 3Y PP N 0 EFLO UT No NO PP Y 120 EFLO CO No 3Y PP N 0 EFLO CO No 3Y PP Y 120 EFLO CO No 3Y PP Y 120 EFLO CO No 3Y PP N 0 EFLO CO No 3Y PP N 0 EFLO CO No 3Y PP N 0 EFLO UT No NO PP N 0 EFLO CO No NO PP Y 120 EFLO UT No NO PP Y 120 EFLO UT No 3Y PP N 0 EFLO CO No NO PP N 0 EFLO UT No NO PP N 0 EFLO CO No 3Y PP N 0 EFLO CO No 3Y PP N 0 EFLO CO No NO PP Y 120 EFLO CO No NO PP N 0 EFLO NV No NO PP N 0 EFLO NV No NO PP Y 120 EFLO CA No 3Y PP Y 120 EFLO CA No 3Y PP Y 120 EFLO CA No 3Y PP Y 120 EFLO CA No NO PP N 0 EFLO TX No 6M PP N 0 EFLO NV No NO PP N 0 EFLO NV No NO PP N 0 EFLO NV No NO PP Y 120 EFLO NV No NO PP Y 120 EFLO RI No NO PP N 0 EFLO MI No NO PP N 0 EFLO IN No NO PP N 0 EFLO MA No NO PP N 0 EFLO CT No NO PP N 0 EFLO IN No NO PP N 0 EFLO NH No NO PP N 0 EFLO MA No NO PP N 0 EFLO CT No NO PP N 0 EFLO NH No NO PP N 0 EFLO RI No NO PP Y 120 EFLO MA No NO PP N 0 EFLO MA No NO PP N 0 EFLO MI No NO PP N 0 EFLO MA No NO PP N 0 EFLO NH No NO PP N 0 EFLO CA No NO PP N 0 EFLO FL No NO PP N 0 EFLO FL No NO PP Y 120 EFLO TX No NO PP N 0 EFLO MS No NO PP N 0 EFLO IN No NO PP N 0 EFLO OK No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO IN No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO OH No NO PP N 0 EFLO OK No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO FL No NO PP N 0 EFLO OK No 3Y PP N 0 EFLO WY No NO PP N 0 EFLO UT No 6M PP N 0 EFLO UT No 3Y PP N 0 EFLO CA No 6M PP N 0 EFLO TX No 3Y PP N 0 EFLO AZ No 3Y PP Y 120 EFLO TX No NO PP N 0 EFLO UT No 3Y PP Y 120 EFLO FL No NO PP Y 120 EFLO CO No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO UT No 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO CA No 1Y PP Y 120 EFLO CA No 6M PP N 0 EFLO TX No 3Y PP N 0 EFLO NC No NO PP Y 120 EFLO CO No NO PP Y 120 EFLO NV No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TN No NO PP Y 120 EFLO AZ No NO PP Y 120 EFLO TX No 3Y PP N 0 EFLO AZ No NO PP Y 120 EFLO CA No NO PP N 0 EFLO IL No NO PP N 0 EFLO NV No 1Y PP Y 120 CNDQ NV No NO PP Y 120 CNDQ VA No NO PP N 0 EFLO VA No 3Y PP Y 120 EFLO VA No 3Y PP Y 120 EFLO VA No 3Y PP Y 120 EFLO VA No 3Y PP Y 120 EFLO MD No NO PP N 0 EFLO MD No NO PP Y 120 EFLO VA No NO PP N 0 EFLO VA No NO PP N 0 EFLO VA No NO PP N 0 EFLO VA No 3Y PP Y 120 EFLO VA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO NJ No NO PP Y 120 EFLO CA No NO PP Y 120 EFLO NJ No NO PP Y 120 EFLO NV Yes 3Y PP N 0 EFLO NV Yes NO PP N 0 EFLO NV No NO PP N 0 EFLO CA No NO PP Y 120 EFLO AZ No NO PP Y 120 EFLO NV No NO PP N 0 EFLO NV No 3Y PP Y 120 EFLO NV No NO PP Y 120 EFLO AZ No NO PP Y 120 EFLO NV Yes 3Y PP N 0 EFLO AZ No 3Y PP N 0 EFLO NV No NO PP N 0 EFLO NV No NO PP Y 120 EFLO CA No 3Y PP Y 120 REPR IL No NO PP N 0 EFLO FL No 3Y PP N 0 EFLO OR No 3Y PP N 0 EFLO AZ No 3Y PP N 0 EFLO LA Yes 3Y PP N 0 EFLO FL No 3Y PP N 0 EFLO MN No 3Y PP N 0 EFLO NV No 3Y PP Y 120 EFLO MN No NO PP N 0 EFLO MD No 3Y PP N 0 EFLO AZ No 6M PP N 0 EFLO AZ No 6M PP N 0 EFLO AZ No 6M PP Y 120 EFLO AZ No 3Y PP N 0 EFLO AZ No 6M PP N 0 EFLO AZ No NO PP Y 120 EFLO AZ No 3Y PP N 0 EFLO AZ No NO PP N 0 EFLO AZ No 6M PP N 0 EFLO AZ No NO PP Y 120 EFLO AZ No 6M PP N 0 EFLO FL Yes 3Y PP Y 60 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO SC No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP Y 120 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO FL No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO NC No NO PP Y 120 EFLO GA No NO PP N 0 EFLO IN No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO TX No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 CNDU GA No NO PP N 0 EFLO AL No NO PP N 0 CNDU TN No NO PP N 0 CNDU GA No NO PP N 0 CNDU GA No NO PP N 0 CNDU AL No NO PP N 0 CNDU AL No NO PP N 0 CNDU GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO SC No NO PP N 0 EFLO AL No NO PP N 0 CNDU TN No NO PP N 0 EFLO AL No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 CNDU TX No 3Y PP N 0 EFLO GA No NO PP N 0 EFLO MI No NO PP N 0 EFLO MI No NO PP N 0 EFLO MI No NO PP N 0 EFLO MI No NO PP N 0 EFLO MI No NO PP N 0 EFLO MI No NO PP N 0 EFLO MI No NO PP N 0 EFLO GA No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO DE No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO DE No NO PP N 0 EFLO NJ No NO PP Y 120 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP N 0 EFLO PA No NO PP Y 120 EFLO DE No NO PP Y 120 EFLO PA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO PA No NO PP N 0 EFLO NE No 2Y PP N 0 EFLO NE No 2Y PP N 0 EFLO NE No 2Y PP N 0 EFLO NE No 2Y PP N 0 EFLO NE No 2Y PP N 0 EFLO NE No 2Y PP N 0 EFLO CA Yes 6M PP N 0 EFLO WI No 3Y PP N 0 EFLO MN No 3Y PP Y 120 EFLO MD No NO PP N 0 EFLO FL No NO PP N 0 EFLO VA No NO PP N 0 EFLO FL No NO PP N 0 EFLO IA No NO PP N 0 EFLO GA No NO PP N 0 EFLO IA No NO PP N 0 EFLO VA No NO PP N 0 EFLO VA No NO PP N 0 EFLO GA No NO PP N 0 EFLO GA No NO PP N 0 EFLO DC No NO PP N 0 EFLO VA No NO PP N 0 EFLO GA No NO PP N 0 EFLO MD No NO PP Y 120 EFLO GA No NO PP Y 120 EFLO FL No NO PP N 0 EFLO IA No NO PP N 0 EFLO VA No NO PP N 0 EFLO IA No NO PP N 0 EFLO VA No NO PP N 0 EFLO MD No NO PP N 0 EFLO DC No NO PP N 0 EFLO VA No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO NJ No NO PP N 0 EFLO CO No 6M PP Y 120 EFLO TX No NO PP N 0 EFLO CO No 6M PP Y 120 EFLO CA No NO PP Y 120 EFLO TX No 3Y PP N 0 EFLO CA No 6M PP Y 120 EFLO IL No NO PP N 0 EFLO MO No NO PP N 0 EFLO KS No NO PP N 0 EFLO OK No 5M PP N 0 EFLO IN No 5M PP N 0 EFLO TN No 5M PP N 0 EFLO MN No NO PP Y 120 EFLO FL No NO PP Y 120 EFLO MO No 5M PP Y 120 EFLO KS No 5M PP N 0 EFLO KS No NO PP N 0 EFLO KS No NO PP N 0 EFLO NC No NO PP N 0 EFLO MO No 5M PP Y 120 EFLO OH No NO PP N 0 EFLO MI No NO PP Y 120 EFLO NC No NO PP N 0 EFLO AZ No 3Y PP N 0 EFLO AZ No 3Y PP N 0 EFLO AZ No NO PP N 0 EFLO IN No 3Y PP Y 120 EFLO DC No 3Y PP N 0 CNDU TX No NO PP N 0 CNDU VA No 3Y PP Y 120 CNDU TX No NO PP N 0 EFLO TX No 3Y PP Y 120 EFLO TX No NO PP Y 120 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP Y 120 EFLO TX No NO PP Y 120 EFLO TX No NO PP Y 120 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP Y 120 EFLO TX No 3Y PP N 0 EFLO TX No NO PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP N 0 EFLO TX No 3Y PP Y 120 EFLO TX No 3Y PP N 0 EFLO NY No NO PP N 0 EFLO CA No NO PP N 0 EFLO
EXHIBIT
C
FORM
OF
TRANSFER AFFIDAVIT
Affidavit
pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
and for other purposes
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
[NAME
OF
OFFICER], being first duly sworn, deposes and says:
1. That
he/she is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings
institution] [corporation] duly organized and existing under the laws of [the
State of _____] [the United States], on behalf of which he makes this
affidavit.
2. That
(i)
the Investor is not a “disqualified organization” as defined in Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and
will not be a disqualified organization as of [Closing Date] [date of purchase];
(ii) it is not acquiring the Bear Xxxxxxx Asset-Backed Securities I LLC
Asset-Backed Certificates, Series 2006-AC4, Class R-__ Certificates (the
“Residual Certificates”) for the account of a disqualified organization; (iii)
it consents to any amendment of the Pooling and Servicing Agreement that shall
be deemed necessary by Bear Xxxxxxx Asset Backed Securities I LLC (upon advice
of counsel) to constitute a reasonable arrangement to ensure that the Residual
Certificates will not be owned directly or indirectly by a disqualified
organization; and (iv) it will not transfer such Residual Certificates unless
(a) it has received from the transferee an affidavit in substantially the same
form as this affidavit containing these same four representations and (b) as
of
the time of the transfer, it does not have actual knowledge that such affidavit
is false.
3. That
the
Investor is one of the following: (i) a citizen or resident of the United
States, (ii) a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States or any state thereof or the District
of Columbia (except, in the case of a partnership, to the extent provided in
regulations), provided that no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be treated
as a
United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United
States federal income tax purposes are United States Persons, (iii) an estate
whose income is subject to United States federal income tax regardless of its
source, or (iv) a trust other than a Aforeign
trust,@
as
defined in Section 7701 (a)(31) of the Code.
4. That
the
Investor’s taxpayer identification number is
______________________.
5. That
no
purpose of the acquisition of the Residual Certificates is to avoid or impede
the assessment or collection of tax.
6. That
the
Investor understands that, as the holder of the Residual Certificates, the
Investor may incur tax liabilities in excess of any cash flows generated by
such
Residual Certificates.
7. That
the
Investor intends to pay taxes associated with holding the Residual Certificates
as they become due.
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.
[NAME
OF INVESTOR]
|
||||||||||||||
By:
|
||||||||||||||
[Name
of Officer]
|
||||||||||||||
[Title
of Officer]
|
||||||||||||||
[Address
of Investor for receipt of distributions]
|
||||||||||||||
Address
of Investor for receipt of tax
information:
|
Personally
appeared before me the above-named [Name of Officer], known or proved to me
to
be the same person who executed the foregoing instrument and to be the [Title
of
Officer] of the Investor, and acknowledged to me that he/she executed the same
as his/her free act and deed and the free act and deed of the
Investor.
Subscribed
and sworn before me this ___ day of _________, 20___.
NOTARY
PUBLIC
COUNTY
OF
STATE
OF
My
commission expires the ___ day of ___________________, 20___.
EXHIBIT
D
FORM
OF
TRANSFEROR CERTIFICATE
______________,200___
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
New
York,
New York 10179
Xxxxx
Fargo Bank, National Association
Sixth
Street and Marquette Avenue
Minneapolis,
MN 55479
Attention:
Bear Xxxxxxx Asset Backed Securities I Trust 2006-AC4
Re:
|
Bear
Xxxxxxx Asset Backed Securities I
LLC
|
Asset-Backed
Certificates, Series 2006-AC4, Class__
Ladies
and Gentlemen:
In
connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
Certificates, Series 2006-AC4, Class _____ (the “Certificates”), issued pursuant
to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of June 1, 2006, among Bear Xxxxxxx Asset-Backed Securities I LLC,
as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company,
Xxxxx Fargo Bank, National Association, as master servicer and securities
administrator, and U.S. Bank National Association, as trustee (the “Trustee”).
The Seller hereby certifies, represents and warrants to, a covenants with,
the
Depositor, the Certificate Registrar and the Trustee that:
Neither
the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the “Act”), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in
any
manner set forth in the foregoing sentence with respect to any Certificate.
The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing
Agreement.
Very
truly yours,
|
|||||||||||||||
(Seller)
|
|||||||||||||||
By:
|
|||||||||||||||
Name:
|
|||||||||||||||
Title:
|
EXHIBIT
E
FORM
OF
INVESTMENT LETTER (NON-RULE 144A)
[Date]
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
New
York,
New York 10179
Xxxxx
Fargo Bank, National Association
Sixth
Street and Marquette Avenue
Minneapolis,
MN 55479
Re:
|
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC4, Asset-Backed
Certificates, Series 2006-AC4 (the “Certificates”), including the Class
___ Certificates (the “Privately Offered
Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, we confirm
that:
(i)
|
we
understand that the Privately Offered Certificates are not being
registered under the Securities Act of 1933, as amended (the “Act”) or any
applicable state securities or “Blue Sky” laws, and are being sold to us
in a transaction that is exempt from the registration requirements
of such
laws;
|
(ii)
|
any
information we desired concerning the Certificates, including the
Privately Offered Certificates, the trust in which the Certificates
represent the entire beneficial ownership interest (the “Trust”) or any
other matter we deemed relevant to our decision to purchase Privately
Offered Certificates has been made available to us;
|
(iii)
|
we
are able to bear the economic risk of investment in Privately Offered
Certificates; we are an institutional “accredited investor” as defined in
Section 501(a) of Regulation D promulgated under the Act and a
sophisticated institutional investor;
|
(iv)
|
we
are acquiring Privately Offered Certificates for our own account,
not as
nominee for any other person, and not with a present view to any
distribution or other disposition of the Privately Offered
Certificates;
|
(v)
|
we
agree the Privately Offered Certificates must be held indefinitely
by us
(and may not be sold, pledged, hypothecated or in any way disposed
of)
unless subsequently registered under the Act and any applicable state
securities or “Blue Sky” laws or an exemption from the registration
requirements of the Act and any applicable state securities or “Blue Sky”
laws is available;
|
(vi)
|
we
agree that in the event that at some future time we wish to dispose
of or
exchange any of the Privately Offered Certificates (such disposition
or
exchange not being currently foreseen or contemplated), we will not
transfer or exchange any of the Privately Offered Certificates
unless:
|
(A)
(1) the sale is to an Eligible Purchaser (as defined below), (2)
if
required by the Pooling and Servicing Agreement (as defined below)
a
letter to substantially the same effect as either this letter or,
if the
Eligible Purchaser is a Qualified Institutional Buyer as defined
under
Rule 144A of the Act, the Rule 144A and Related Matters Certificate
in the
form attached to the Pooling and Servicing Agreement (as defined
below)
(or such other documentation as may be acceptable to the Securities
Administrator) is executed promptly by the purchaser and delivered
to the
addressees hereof and (3) all offers or solicitations in connection
with
the sale, whether directly or through any agent acting on our behalf,
are
limited only to Eligible Purchasers and are not made by means of
any form
of general solicitation or general advertising whatsoever;
and
|
|
(B)
if the Privately Offered Certificate is not registered under the
Act (as
to which we acknowledge you have no obligation), the Privately Offered
Certificate is sold in a transaction that does not require registration
under the Act and any applicable state securities or “blue sky” laws and,
if LaSalle Bank National Association (the “Securities Administrator”) so
requests, a satisfactory Opinion of Counsel is furnished to such
effect,
which Opinion of Counsel shall be an expense of the transferor or
the
transferee;
|
|
(vii)
|
we
agree to be bound by all of the terms (including those relating to
restrictions on transfer) of the Pooling and Servicing, pursuant
to which
the Trust was formed; we have reviewed carefully and understand the
terms
of the Pooling and Servicing Agreement;
|
(viii)
|
we
either: (i) are not acquiring the Privately Offered Certificate directly
or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, and/or section
4975 of
the Internal Revenue Code of 1986, as amended, or (ii) in the case
of the
Privately Offered Certificates, have provided the Opinion of Counsel
required by the Agreement,
or (iii) in the case of the Class B-5 Certificates, are providing
a
representation to the effect that the proposed transfer and holding
of
such Certificate and servicing, management and operation of the Trust
and
its assets: (I) will not result in any prohibited transaction which
is not
covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE
91-38, PTCE 90-1, PTCE 95-60, PTCE 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..
|
(ix)
|
We
understand that each of the Privately Offered Certificates bears,
and will
continue to bear, a legend to substantiate the following effect:
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND ONLY
(1)
PURSUANT TO RULE 144A UNDER THE ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE
MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,
IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN
RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN CERTIFICATED
FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF
IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF
THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER
THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT
TO (A)
THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
IN
THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES. [In
the case of the Class B-5 Certificates]: THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF
OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH
IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,
AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE
90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY
ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE
DEEMED
REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH EFFECT.
[In
the case of the Class P Certificates and Class C
Certificates]:
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS
THE
TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION
7.02(b)
OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b)
OF THE
AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE
PURCHASE
AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE
LAW, WILL
NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS
UNDER
SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
TRUSTEE, MASTER SERVICER, THE SECURITIES ADMINISTRATOR, OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
|
“Eligible
Purchaser” means a corporation, partnership or other entity which we have
reasonable grounds to believe and do believe (i) can make representations with
respect to itself to substantially the same effect as the representations set
forth herein, and (ii) is either a Qualified Institutional Buyer as defined
under Rule 144A of the Act or an institutional “Accredited Investor” as defined
under Rule 501 of the Act.
Terms
not
otherwise defined herein shall have the meanings assigned to them in the Pooling
and Servicing Agreement, dated as of June 1, 2006 (the “Pooling and Servicing
Agreement”), among Bear Xxxxxxx Asset Backed Securities I LLC, as depositor,
U.S. Bank National Association, as trustee, Xxxxx Fargo Bank, National
Association, as master servicer and securities administrator, and EMC Mortgage
Corporation, as seller and company.
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any): ________________
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
___
day of ________, 20___.
Very
truly yours,
|
|||||||||||||||
[PURCHASER]
|
|||||||||||||||
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
FORM
OF
RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
New
York,
New York 10179
Xxxxx
Fargo Bank, National Association
Sixth
Street and Marquette Avenue
Minneapolis,
MN 55479
Re:
|
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC4, Asset-Backed
Certificates, Series 2006-AC4 (the “Certificates”), including the Class
___ Certificates (the “Privately Offered
Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, the undersigned
certifies to each of the parties to whom this letter is addressed that it is
a
qualified institutional buyer (as defined in Rule 144A under the Securities
Act
of 1933, as amended (the “Act”)) as follows:
1. |
It
owned and/or invested on a discretionary basis eligible securities
(excluding affiliate’s securities, bank deposit notes and CD’s, loan
participations, repurchase agreements, securities owned but subject
to a
repurchase agreement and swaps), as described
below:
|
Date:
______________, 20__ (must be on or after the close of its most recent fiscal
year)
Amount:
$
_____________________; and
2. |
The
dollar amount set forth above is:
|
a.
|
greater
than $100 million and the undersigned is one of the following
entities:
|
(x)
|
[_]
|
an
insurance company as defined in Section 2(13) of the Act1 ;
or
|
(y)
|
[_]
|
an
investment company registered under the Investment Company Act or
any
business development company as defined in Section 2(a)(48) of the
Investment Company Act of 1940; or
|
(z)
|
[_]
|
a
Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; or
|
(aa)
|
[_]
|
a
plan (i) established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political
subdivisions, the laws of which permit the purchase of securities
of this
type, for the benefit of its employees and (ii) the governing investment
guidelines of which permit the purchase of securities of this type;
or
|
(bb)
|
[_]
|
a
business development company as defined in Section 202(a)(22) of
the
Investment Advisers Act of 1940; or
|
(cc)
|
[_]
|
a
corporation (other than a U.S. bank, savings and loan association
or
equivalent foreign institution), partnership, Massachusetts or similar
business trust, or an organization described in Section 501(c)(3)
of the
Internal Revenue Code; or
|
(dd)
|
[_]
|
a
U.S. bank, savings and loan association or equivalent foreign institution,
which has an audited net worth of at least $25 million as demonstrated
in
its latest annual financial statements; or
|
(ee)
|
[_]
|
an
investment adviser registered under the Investment Advisers Act;
or
|
b.
|
[_]
|
greater
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC; or
|
|
c.
|
[_]
|
less
than $ 10 million, and the undersigned is a broker-dealer registered
with
the SEC and will only purchase Rule 144A securities in transactions
in
which it acts as a riskless principal (as defined in Rule 144A);
or
|
|
d.
|
[_]
|
less
than $100 million, and the undersigned is an investment company registered
under the Investment Company Act of 1940, which, together with one
or more
registered investment companies having the same or an affiliated
investment adviser, owns at least $100 million of eligible securities;
or
|
|
e.
|
[_]
|
less
than $100 million, and the undersigned is an entity, all the equity
owners
of which are qualified institutional buyers.
|
|
The
undersigned further certifies that it is purchasing a Privately Offered
Certificate for its own account or for the account of others that independently
qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in reliance
on
its continued compliance with Rule 144A. It is aware that the transferor may
rely on the exemption from the provisions of Section 5 of the Act provided
by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account or
for
the account of a Qualified Institutional Buyer to whom notice is given that
the
resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
an
institutional “accredited investor,” as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public offering.
The
undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Privately Offered Certificates, it will not transfer or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate in
the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional “accredited
investor,” the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling
and
Servicing Agreement, dated as of June 1, 2006, among Bear Xxxxxxx Asset Backed
Securities I LLC, as depositor, Xxxxx Fargo Bank, National Association, as
securities administrator and master servicer, EMC Mortgage Corporation, as
seller and company, and U.S. Bank National Association, as trustee, pursuant
to
which the Certificates were issued.
The
undersigned certifies that it either: (i) is not acquiring the Privately Offered
Certificate directly or indirectly by, or on behalf of, an employee benefit
plan
or other retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, and/or section 4975 of
the
Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately
Offered Certificates, has provided the Opinion of Counsel required by the
Agreement,
or (iii) in the case of the Class B-5 Certificates, are providing a
representation to the effect that the proposed transfer and holding of such
Certificate and servicing, management and operation of the Trust and its assets:
(I) will not result in any prohibited transaction which is not covered under
Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1,
PTCE 95-60, PTCE 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.
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this letter.
1 |
A
purchase by an insurance company for one or more of its separate
accounts,
as defined by Section 2(a)(37) of the Investment Company Act
of 1940,
which are neither registered nor required to be registered thereunder,
shall be deemed to be a purchase for the account of such insurance
company.
|
Name
of
Nominee (if any):
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
____
day of ___________, 20___.
Very
truly yours,
|
|||||||||||||||
[PURCHASER]
|
|||||||||||||||
By:
|
|||||||||||||||
(Authorized
Officer)
|
|||||||||||||||
[By:
|
|||||||||||||||
Attorney-in-fact]
|
Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as
nominee.
[NAME
OF NOMINEE]
|
|||||||||||||||
By:
|
|||||||||||||||
(Authorized
Officer)
|
|||||||||||||||
[By:
|
|||||||||||||||
Attorney-in-fact]
|
EXHIBIT
G
FORM
OF
REQUEST FOR RELEASE
To: Xxxxx
Fargo Bank, National Association
0000
00xx
Xxxxxx X.X.
Minneapolis,
Minnesota 55414-0031
Re:
|
Pooling
and Servicing Agreement, dated as of June 1, 2006, between Bear Xxxxxxx
Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation,
as
seller and company, Xxxxx Fargo Bank, National Association, as master
servicer 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 Pooling and Servicing Agreement, we request the release,
and
hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described
below, for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
_____
|
1.
|
Mortgage
Paid in Full and proceeds have been deposited into the Custodial
Account
|
||||
_____
|
2.
|
Foreclosure
|
||||
_____
|
3.
|
Substitution
|
||||
_____
|
4.
|
Other
Liquidation
|
||||
_____
|
5.
|
Nonliquidation
|
Reason:________________________
|
|||
_____
|
6.
|
California
Mortgage Loan paid in full
|
By:
|
||||||||||||||
(authorized
signer)
|
||||||||||||||
Issuer:
|
||||||||||||||
Address:
|
||||||||||||||
Date:
|
EXHIBIT
H
DTC
LETTER OF REPRESENTATIONS
[Provided
upon Request]
EXHIBIT
I
SCHEDULE
OF MORTGAGE LOANS WITH LOST NOTES
[Provided
upon Request]
EXHIBIT
J
FORM
OF
CUSTODIAL AGREEMENT
THIS
CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of June 30, 2006, by and among U.S. BANK NATIONAL
ASSOCIATION, as trustee under the Pooling and Servicing Agreement defined below
(including its successors under the Pooling and Servicing Agreement defined
below, the “Trustee”), BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, as depositor
(together with any successor in interest, the “Depositor”), EMC MORTGAGE
CORPORATION, as seller (the “Seller”) and company (together with any successor
in interest or successor under the Pooling and Servicing Agreement referred
to
below, the “Company”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master
servicer (together with any successor in interest or successor under the Pooling
and Servicing Agreement referred to below, the “Master Servicer”), securities
administrator and custodian (together with any successor in interest or any
successor appointed xxxxxxxxx, the “Custodian”).
WITNESSETH
THAT:
WHEREAS,
the Depositor, the Seller, the Master Servicer and the Trustee have entered
into
a Pooling and Servicing Agreement, dated as of June 1, 2006, relating to the
issuance of Bear Xxxxxxx Asset Backed Securities I Trust 2006-AC4, Asset-Backed
Certificates, Series 2006-AC4 (as in effect on the date of this Agreement,
the
“Original Pooling and Servicing Agreement,” and as amended and supplemented from
time to time, the “Pooling and Servicing Agreement”); and
WHEREAS,
the Custodian has agreed to act as agent for the Trustee for the purposes of
receiving and holding certain documents and other instruments delivered by
the
Depositor, the Seller or the Master Servicer under the Pooling and Servicing
Agreement and the Servicers under their respective Servicing Agreements, all
upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Depositor, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE
I.
DEFINITIONS
Capitalized
terms used in this Agreement and not defined herein shall have the meanings
assigned in the Original Pooling and Servicing Agreement, unless otherwise
required by the context herein.
ARTICLE
II.
CUSTODY
OF MORTGAGE DOCUMENTS
Section
2.1. Custodian
to Act as Agent: Acceptance of Mortgage Files.
The
Custodian, as the duly appointed custodial agent of the Trustee for these
purposes, acknowledges (subject to any exceptions noted in the Initial
Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
relating to the Mortgage Loans identified on the schedule attached hereto (the
“Mortgage Files”) and declares that it holds and will hold such Mortgage Files
as agent for the Trustee, in trust, for the use and benefit of all present
and
future Certificateholders.
Section
2.2. Recordation
of Assignments.
If any
Mortgage File includes one or more assignments of Mortgage that have not been
recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing
Agreement and the related Mortgage Loan is not a MOM Loan or the related
Mortgaged Properties are located in jurisdictions specifically excluded by
the
Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
Pooling and Servicing Agreement, each such assignment shall be delivered by
the
Custodian to the Seller for the purpose of recording it in the appropriate
public office for real property records, and the Seller, 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 Seller and the Trustee
an Initial Certification in the form annexed hereto as Exhibit One evidencing
receipt (subject to any exceptions noted therein) of a Mortgage File for each
of
the Mortgage Loans listed on the Schedule attached hereto (the “Mortgage Loan
Schedule”).
(b) Within
90
days of the Closing Date, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section
2.02
of the Pooling and Servicing Agreement, each such document, and shall deliver
to
the Seller 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 Seller 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
a request for release (a “Request for Release”) confirming that the purchase
price therefore has been deposited in the Master Servicer Collection Account
or
the Distribution Account, then the Custodian agrees to promptly release to
the
Seller the related Mortgage File.
Upon
the
Custodian’s receipt of a Request for Release substantially in the form of
Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer
of a Servicer, stating that it has received payment in full of a Mortgage Loan
or that payment in full will be escrowed in a manner customary for such
purposes, the Custodian agrees promptly to release to the Servicer, the related
Mortgage File. The Depositor shall deliver to the Custodian and the Custodian
agrees to review in accordance with the provisions of their Agreement the
Mortgage Note and other documents constituting the Mortgage File with respect
to
any Replacement Mortgage Loan.
From
time
to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan,
including, for this purpose, collection under any Primary Insurance Policy
or
PMI Policy, the Company or the related Servicer, as applicable, shall deliver
to
the Custodian a Request for Release signed by a Servicing Officer requesting
that possession of all of the Mortgage File be released to the Company or the
related Servicer, as applicable, and certifying as to the reason for such
release and that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any of the Insurance Policies.
Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File
to
the Company or the related Servicer, as applicable. The Company or the related
Servicer, as applicable, shall cause each Mortgage File or any document therein
so released to be returned to the Custodian when the need therefore by the
Company or the related Servicer, as applicable, no longer exists, unless (i)
the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the
Mortgage Loan have been deposited in the Master Servicer Collection Account
or
the Distribution Account or (ii) the Mortgage File or such document has been
delivered to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Company or the related Servicer, as applicable, has
delivered to the Custodian a certificate of a Servicing Officer certifying
as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery.
At
any
time that the Company or the related Servicer is required to deliver to the
Custodian a Request for Release, the Company or the related Servicer, as
applicable, shall deliver two copies of the Request for Release if delivered
in
hard copy or the Company or the related Servicer, as applicable, may furnish
such Request for Release electronically to the Custodian, in which event the
Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage
File because of a repurchase of a Mortgage Loan, such Request for Release shall
be accompanied by an assignment of mortgage, without recourse, representation
or
warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM
Loan) and the related Mortgage Note shall be endorsed without recourse,
representation or warranty by the Trustee (unless such Mortgage Loans is
registered on the MERS System) and be returned to the Seller. In connection
with
any Request for Release of a Mortgage File because of the payment in full of
a
Mortgage Loan, such Request for Release shall be accompanied by a certificate
of
satisfaction or other similar instrument to be executed by or on behalf of
the
Trustee and returned to the Company or the related Servicer, as
applicable.
Section
2.6. Assumption
Agreements.
In the
event that any assumption agreement, substitution of liability agreement or
sale
of servicing agreement is entered into with respect to any Mortgage Loan subject
to this Agreement in accordance with the terms and provisions of the Pooling
and
Servicing Agreement, the Master Servicer, to the extent provided in the Pooling
and Servicing Agreement or the related Servicing Agreement, shall cause the
Company or the related Servicer, as applicable, to notify the Custodian that
such assumption or substitution agreement has been completed by forwarding
to
the Custodian the original of such assumption or substitution agreement, which
shall be added to the related Mortgage File and, for all purposes, shall be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting parts thereof.
ARTICLE
III.
CONCERNING
THE CUSTODIAN
Section
3.1. Custodian
a Bailee and Agent of the Trustee.
With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and custodial agent of the Trustee and has no instructions to hold
any Mortgage Note or Mortgage for the benefit of any person other than the
Trustee and the Certificateholders and undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement and in the
Pooling and Servicing Agreement. Except upon compliance with the provisions
of
Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File
shall
be delivered by the Custodian to the Company, the Depositor, any Servicer or
the
Master Servicer or otherwise released from the possession of the
Custodian.
Section
3.2. Custodian
May Own Certificates.
The
Custodian in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Custodian.
Section
3.3. Master
Servicer to Pay Custodian’s Fees and Expenses.
The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly
in
its employ), except any such expense, disbursement or advance as may arise
from
its negligence or bad faith or to the extent that such cost or expense is
indemnified by the Depositor pursuant to the Pooling and Servicing
Agreement.
Section
3.4. Custodian
May Resign; Trustee May Remove Custodian.
The
Custodian may resign from the obligations and duties hereby imposed upon it
as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such written notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt written notice
thereof to the Depositor, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian and one copy
to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and
have
accepted appointment within 30 days after the giving of such written notice
of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Xxxxxxxxx.
The
Trustee may remove the Custodian at any time upon 60 days prior written notice
to Custodian. In such event, the Trustee shall appoint, or petition a court
of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision
or
examination by federal or state authority shall be able to satisfy the other
requirements contained in Section 3.6 and shall be unaffiliated with the
Servicers, the Company and the Depositor.
Any
resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.4 shall become effective
upon acceptance of appointment by the successor Custodian. The Trustee shall
give prompt notice to the Depositor and the Master Servicer of the appointment
of any successor Custodian. No successor Xxxxxxxxx shall be appointed by the
Trustee without the prior approval of the Depositor and the Master
Servicer.
Section
3.5. Merger
or Consolidation of Custodian.
Any
Person into which the Custodian may be merged or converted or with which it
may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section
3.6. Representations
of the Custodian.
The
Custodian hereby represents that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $15,000,000 and is qualified to do business
in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE
IV.
COMPLIANCE
WITH REGULATION AB
Section
4.1. Intent
of
the parties; Reasonableness. The parties hereto acknowledge and agree that
the
purpose of this Article IV is to facilitate compliance by the Depositor with
the
provisions of Regulation AB and related rules and regulations of the Commission.
The Depositor shall not exercise its right to request delivery of information
or
other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act and
the
rules and regulations of the Commission under the Securities Act and the
Exchange Act. Each of the parties hereto acknowledges that interpretations
of
the requirements of Regulation AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff, consensus among
participants in the mortgage-backed securities markets, advice of counsel,
or
otherwise, and agrees to comply with requests made by the Depositor in good
faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB to the extent reasonably practicable.
The Custodian shall cooperate reasonably with the Depositor to deliver to the
Depositor (including any of its assignees or designees), any and all disclosure,
statements, reports, certifications, records and any other information necessary
in the reasonable, good faith determination of the Depositor to permit the
Depositor to comply with the provisions of Regulation AB.
Section
4.2. Additional
Representations and Warranties of the Custodian.
(a) The
Custodian hereby represents and warrants that the information set forth in
the
Prospectus Supplement under the caption "Description of the Certificates -
The
Custodian" (the "Custodian Disclosure") does not contain any untrue statement
of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(b) The
Custodian shall be deemed to represent to the Depositor as of the date hereof
and on each date on which information is provided to the Depositor under Section
4.3 that, except as disclosed in writing to the Depositor prior to such date:
(i) there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under
this
Agreement or any other Securitization Transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it; and (iii) there are no affiliations,
relationships or transactions relating to the Custodian with respect to the
Depositor or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
Securitization Transaction contemplated by the Agreement, as identified by
the
Depositor to the Custodian in writing as of the Closing Date (each, a
"Transaction Party").
(c) If
so
requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in paragraph (a) of
this Section or, if any such representation and warranty is not accurate as
of
the date of such confirmation, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party. Any such request from
the
Depositor shall not be given more than once each calendar quarter, unless the
Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
4.3. Additional
Information to Be Provided by the Custodian. For so long as the Certificates
are
outstanding, for the purpose of satisfying the Depositor 's reporting obligation
under the Exchange Act with respect to any class of Certificates, the Custodian
shall (a) notify the Depositor in writing of any material litigation or
governmental proceedings pending against the Custodian that would be material
to
Certificateholders, and (b) provide to the Depositor a written description
of
such proceedings. Any notices and descriptions required under this Section
4.3
shall be given no later than five Business Days prior to the Determination
Date
following the month in which the Custodian has knowledge of the occurrence
of
the relevant event. As of the date the Depositor or Master Servicer files each
Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
will be deemed to represent that any information previously provided under
this
Section 4.3, if any, is materially correct and does not have any material
omissions unless the Custodian has provided an update to such
information.
Section
4.4. Report
on
Assessment of Compliance and Attestation. On or before March 15 of each calendar
year, the Custodian shall:
(a) deliver
to the Master Servicer, the Depositor and the Securities Administrator a report
(in form and substance reasonably satisfactory to 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 Depositor and the Securities Administrator
and signed by an authorized officer of the Custodian, and shall address each
of
the Servicing Criteria specified on a certification substantially in the form
of
Exhibit Four attached hereto; and
(b) deliver
to the Master Servicer, the Depositor and the Securities Administrator a report
of a registered public accounting firm reasonably acceptable to the Depositor
that attests to, and reports on, the assessment of compliance made by the
Custodian and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under
the Securities Act and the Exchange Act.
Section
4.5. Indemnification;
Remedies.
(a) The
Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC
and each broker dealer acting as underwriter, placement agent or initial
purchaser of the Certificates or each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers,
employees and agents of each of the foregoing, and shall hold each of them
harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs,
fees
and expenses that any of them may sustain arising out of or based
upon:
(i) (A)
any
untrue statement of a material fact contained or alleged to be contained in
the
Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
of
the Custodian (collectively, the “Custodian Information”), or (B) the omission
or alleged omission to state in the Custodian Information a material fact
required to be stated in the Custodian Information or necessary in order to
make
the statements therein, in the light of the circumstances under which they
were
made, not misleading; or
(ii) any
failure by the Custodian to deliver any information, report, certification,
accountants’ attestation or other material when and as required under this
Article IV.
(iii) the
negligence, bad faith or willful misconduct of the Custodian in the performance
of its obligations under this Article IV.
(b) In
the
case of any failure of performance described in clause (ii) of Section 4.5(a),
the Custodian shall promptly reimburse the Depositor for all costs reasonably
incurred by the Depositor in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required
by the Custodian.
(c) In
no
event shall the Custodian or its directors, officers, and employees be liable
for any special, indirect or consequential damages from any action taken or
omitted to be taken by it or them hereunder or in connection herewith even
if
advised of the possibility of such damages.
This
indemnification shall survive the termination of this Agreement or the
termination of the Custodian.
ARTICLE
V.
MISCELLANEOUS
PROVISIONS
Section
5.1. Notices.
All
notices, requests, consents and demands and other communications required under
this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered or certified
mail, postage prepaid, return receipt requested, at the addresses specified
on
the signature page hereof (unless changed by the particular party whose address
is stated herein by similar notice in writing), in which case the notice will
be
deemed delivered when received.
Section
5.2. [Reserved].
Section
5.3. Amendments.
No
modification or amendment of or supplement to this Agreement shall be valid
or
effective unless the same is in writing and signed by all parties
hereto. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling and Servicing Agreement and furnish
the
Custodian with written copies thereof.
Section
5.4. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Section
5.5. Recordation
of Agreement.
To the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Depositor and at the
Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Depositor to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
5.6. Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the holders thereof.
[Signature
Page Follows]
IN
WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address:
Xxx
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxx,
XX 00000
Attention:
BSABS
I 2006-AC4
Telecopy:
(000) 000-0000
Confirmation:
|
U.S.
BANK NATIONAL ASSOCIATION, not individually but solely as
Trustee
By:____________________________________________
Name:
Title:
|
Address:
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
By:____________________________________________
Name:
Title:
|
Address:
0000
Xxxx Xxxxx Xxxxx,
Xxxxxxxxxx,
Xxxxx 00000
|
EMC
MORTGAGE CORPORATION
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 X.X.
Minneapolis,
Minnesota 55414-0031
|
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION, as Custodian
By:____________________________________________
Name:
Title:
|
)
|
||
)
|
ss.:
|
|
COUNTY
OF SUFFOLK
|
)
|
On
the
30th
day of
June 2006 before me, a notary public in and for said State, personally appeared
___________________, known to me to be a(n) ___________________ of U.S. Bank
National Association, a national banking association, one of the parties that
executed the within agreement, and also known to me to be the person who
executed the within agreement on behalf of said party and acknowledged to me
that such party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[SEAL]
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
30th
day of
June 2006 before me, a notary public in and for said State, personally appeared
___________________, known to me to be a(n) __________________ of Bear Xxxxxxx
Asset Backed Securities I LLC, and also known to me to be the person who
executed the within instrument on behalf of said party, and acknowledged to
me
that such party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[SEAL]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
the
30th
day of
June 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be an authorized representative of EMC
Mortgage Corporation, one of the parties that executed the within instrument,
and also known to me to be the person who executed the within instrument on
behalf of said party, and acknowledged to me that such party executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF MARYLAND
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF XXXXXX
|
)
|
On
the
30th
day of
June 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be a(n) _____________________ of Xxxxx
Fargo Bank, National Association, a national banking association, one of the
parties that executed the within instrument, and also known to me to be the
person who executed it on behalf of said party, and acknowledged to me that
such
party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF MINNESOTA
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
the
30th
day of
June 2006 before me, a notary public in and for said State, personally appeared
___________________, known to me to be a(n) _________________of Xxxxx Fargo
Bank, National Association, a national banking association, one of the parties
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said party, and acknowledged to me that such party
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
EXHIBIT
ONE
FORM
OF
CUSTODIAN INITIAL CERTIFICATION
June
30,
2006
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 3rd
Floor
Boston,
MA 02110
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx,
Lewisville,
Texas 75067
Attention:
Bear Xxxxxxx Asset Backed Securities I LLC, Series 2006-AC4
Re:
|
Custodial
Agreement, dated as of June 30, 2006, by and among U.S. Bank National
Association, Xxxxx Fargo Bank, National Association, Bear Xxxxxxx
Asset
Backed Securities I LLC and EMC Mortgage Corporation relating to
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC4, Asset-Backed
Certificates, Series 2006-AC4
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
(which contains an original Mortgage Note or lost note affidavit) to the extent
required in Section 2.01 of the Pooling and Servicing Agreement with respect
to
each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Custodial Agreement.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
||
By:
|
||
Name:
|
||
Title:
|
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
TWO
FORM
OF
CUSTODIAN INTERIM CERTIFICATION
[DATE]
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 3rd
Floor
Boston,
MA 02110
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx,
Lewisville,
Texas 75067
Attention:
Bear Xxxxxxx Asset Backed Securities I LLC, Series 2006-AC4
Re:
|
Custodial
Agreement, dated as of June 30, 2006, by and among U.S. Bank National
Association, Xxxxx Fargo Bank, National Association, Bear Xxxxxxx
Asset
Backed Securities I LLC and EMC Mortgage Corporation relating to
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC4, Asset-Backed
Certificates, Series 2006-AC4
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(b) of the above-captioned Custodial Agreement and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Custodial Agreement.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
||
By:
|
||
Name:
|
||
Title:
|
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
THREE
FORM
OF
CUSTODIAN FINAL CERTIFICATION
[DATE]
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 3rd
Floor
Boston,
MA 02110
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx,
Lewisville,
Texas 75067
Attention:
Bear Xxxxxxx Asset Backed Securities I LLC, Series 2006-AC4
Re:
|
Custodial
Agreement, dated as of June 30, 2006, by and among U.S. Bank National
Association, Xxxxx Fargo Bank, National Association, Bear Xxxxxxx
Asset
Backed Securities I LLC and EMC Mortgage Corporation relating to
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC4, Asset-Backed
Certificates, Series 2006-AC4
|
In
accordance with Section 2.3(c) of the above-captioned Custodial
Agreement
and,
subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Custodial Agreement or in the Pooling and Servicing
Agreement, as applicable.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
||
By:
|
||
Name:
|
||
Title:
|
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
FOUR
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address, at
a
minimum, the criteria identified below as “Applicable Servicing
Criteria”:
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
|
General
Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the pool assets are maintained.
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
|
Cash
Collection and Administration
|
||
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances are made,
reviewed and approved as specified in the transaction
agreements.
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institutions” with respect
to a foreign financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange
Act.
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliations; and (D) contain explanations for reconciling items,
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
|
Investor
Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements, (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors; or the trustee’s records as to the total unpaid principal
balance and number of pool assets serviced by the
servicer.
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
|
Pool
Asset Administration
|
||
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related asset pool documents.
|
√
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements.
|
√
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with the
related
pool asset documents are posted to the servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance with
the
related pool asset documents.
|
|
1122(d)(4)(v)
|
The
servicer’s records regarding the pool assets agree with the servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s pool asset (e.g., loan
modifications or re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements and related
pool
asset documents.
|
|
1122(d)(4)(vii)
|
Loss
mitigation of recovery actions (e.g., forbearance plans, modifications
and
deed in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
documents.
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
pool
asset is delinquent in accordance with the transaction agreements.,
Such
records are maintained in at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts);
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and
state
laws; and (C) such funds are returned to the obligor within 3- calendar
days of full repayment of the related pool asset, or such other number
of
days specified in the transaction agreements.
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax ore insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the service at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible funds are recognized and recorded in
accordance with the transaction agreements.
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in item 1114(a)(1)
through (3) or item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
EXHIBIT
K
FORM
OF BACK-UP CERTIFICATION
TO FORM 10-K CERTIFICATE
The
[ ] agreement dated as
of [
],
200[ ] (the “Agreement”), among [IDENTIFY PARTIES]
I,
________________________________, the _______________________ of [NAME OF
COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer]
[Trustee], and their officers, with the knowledge and intent that they will
rely
upon this certification, that:
(1) I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the [Depositor] [Master
Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company
Servicing Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Trustee];
(4) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer or Subcontractor pursuant to
the
Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
instances of noncompliance described in such reports have been disclosed to
the
[Depositor] [Master Servicer]. Any material instance of noncompliance with
the
Servicing Criteria has been disclosed in such reports.
Date:
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
L
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of June 30, 2006, as amended and supplemented
by any and all amendments hereto (collectively, “this
Agreement”),
by
and between EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC”
or
the
“Mortgage
Loan Seller”),
and
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, a Delaware limited liability company
(the “Purchaser”).
Upon
the
terms and subject to the conditions of this Agreement, the Mortgage Loan Seller
agrees to sell, and the Purchaser agrees to purchase, certain conventional,
fixed rate, first lien mortgage loans secured by one- to four-family residences
(collectively, the “Mortgage
Loans”)
as
described herein. The Purchaser intends to deposit the Mortgage Loans into
a
trust fund (the “Trust
Fund”)
and
create Bear Xxxxxxx Asset Backed Securities I Trust 2006-AC4, Asset-Backed
Certificates, Series 2006-AC4 (the “Certificates”),
under
a pooling and servicing agreement, to be dated as of June 1, 2006 (the
“Pooling
and Servicing Agreement”),
among
the Purchaser, as depositor, the Mortgage Loan Seller, as seller and company,
Xxxxx Fargo Bank, National Association, as master servicer (the “Master
Servicer”)
and as
securities administrator (the “Securities Administrator”), and U.S. Bank
National Association, as trustee (the “Trustee”).
The
Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
a
registration statement on Form S-3 (Number 333-131374) relating to its
Asset-Backed Certificates and the offering of certain series thereof (including
certain classes of the Certificates) from time to time in accordance with Rule
415 under the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder (the “Securities
Act”).
Such
registration statement, when it became effective under the Securities Act,
and
the prospectus relating to the public offering of certain classes of the
Certificates by the Purchaser (the “Public
Offering”),
as
each may be amended or supplemented from time to time pursuant to the Securities
Act or otherwise, are referred to herein as the “Registration
Statement”
and the
“Prospectus,”
respectively. The “Prospectus
Supplement”
shall
mean that supplement, dated June 28, 2006, to the Prospectus, dated June 7,
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 June 19, 2006, to an underwriting
agreement, dated April 13, 2006, between the Purchaser and Bear Xxxxxxx
(together, the “Underwriting
Agreement”).
Now,
therefore, in consideration of the premises and the mutual agreements set forth
herein, the parties hereto agree as follows:
SECTION
1. Definitions.
Certain
terms are defined herein. Capitalized terms used herein but not defined herein
shall have the meanings specified in the Pooling and Servicing Agreement. The
following other terms are defined as follows:
Acquisition
Price:
Cash in
an amount equal to $
*
(plus
$ *
in
accrued interest), and the Retained Certificates.
Bear
Xxxxxxx:
Bear,
Xxxxxxx & Co. Inc.
Closing
Date:
June
30, 2006.
Custodial
Agreement:
An
agreement, dated as of June 30, 2006 among the Depositor, the Mortgage Loan
Seller, the Trustee, the Master Servicer, the Securities Administrator and
the
Custodian.
Cut-off
Date Balance:
Shall
mean $363,151,281.98.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Due
Date:
With
respect to each Mortgage Loan, the date in each month on which its scheduled
payment is due, as set forth in the related Mortgage Note.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Xxxxx’x:
Xxxxx’x
Investors Service, Inc., or its successors in interest.
Mortgage:
The
mortgage or deed of trust creating a first lien on an interest in real property
securing a Mortgage Note.
Mortgage
File:
The
items referred to in Exhibit
1
pertaining to a particular Mortgage Loan and any additional documents required
to be added to such documents pursuant to this Agreement.
Mortgage
Rate:
The
annual rate of interest borne by a Mortgage Note as stated therein.
Mortgagor:
The
obligor(s) on a Mortgage Note.
Net
Mortgage Rate:
For
each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the Master
Servicing Fee Rate, (ii) the Servicing Fee Rate and (ii) the rate at which
the
LPMI Fee is calculated, if applicable.
* Please
contact Bear Xxxxxxx for pricing information.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Mortgage Loan Seller
or
the Purchaser, reasonably acceptable to the Trustee.
Person:
Any
legal person, including any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Purchase
Price:
With
respect to any Mortgage Loan required to be purchased by the Mortgage Loan
Seller pursuant to the applicable provisions of this Agreement, an amount equal
to the sum of (i) 100% of the principal remaining unpaid on such Mortgage Loan
as of the date of purchase (including if a foreclosure has already occurred,
the
principal balance of the related Mortgage Loan at the time the Mortgaged
Property was acquired), (ii) accrued and unpaid interest thereon at the Mortgage
Rate through and including the last day of the month of purchase and (iii)
any
costs and damages (if any) incurred by the Trust in connection with any
violation of such Mortgage Loan of any anti-predatory lending laws.
Rating
Agencies:
Standard & Poor’s and Xxxxx’x, each a “Rating
Agency.”
Replacement
Mortgage Loan:
A
mortgage loan substituted for a Deleted
Mortgage
Loan which must meet on the date of such substitution the requirements stated
herein and in the Pooling and Servicing Agreement; upon such substitution,
such
mortgage loan shall be a “Mortgage Loan” hereunder.
Securities
Act:
The
Securities Act of 1933, as amended.
Standard
& Poor’s:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. or its
successors in interest.
Transaction
Documents:
This Agreement, the Pooling and Servicing Agreement, the Custodial Agreement
and
the Underwriting Agreement.
Value:
The
value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property
set
forth in an appraisal accepted by the applicable originator of the Mortgage
Loan
or (ii) the sales price of such property at the time of
origination.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, National Association.
SECTION
2. Purchase
and Sale of the Mortgage Loans and Related Rights.
(a) Upon
satisfaction of the conditions set forth in Section 10 hereof, the Mortgage
Loan
Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans
sold
by the Mortgage Loan Seller having an aggregate outstanding principal balance
as
of the Cut-off Date equal to the related Cut-off Date Balance.
(b) The
closing for the purchase and sale of the Mortgage Loans and the closing for
the
issuance of the Certificates will take place on the Closing Date at the office
of the Purchaser’s counsel in New York, New York or such other place as the
parties shall agree.
(c) Upon
the
satisfaction of the conditions set forth in Section 10 hereof, on the Closing
Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price
for the Mortgage Loans sold by the Mortgage Loan Seller in immediately available
funds by wire transfer to such account or accounts as shall be designated by
the
Mortgage Loan Seller.
(d) In
addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns
to the Purchaser all of its right, title and interest in the Servicing
Agreements.
SECTION
3. Mortgage
Loan Schedules.
The
Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof
a
preliminary listing of the Mortgage Loans (the “Preliminary Mortgage Loan
Schedule”) setting forth the information listed on Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule,
the
Mortgage Loan Seller shall provide to the Purchaser as of the Closing Date
a
final schedule (the “Final Mortgage Loan Schedule”) setting forth the
information listed on Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be
delivered to the Purchaser on the Closing Date, shall be attached to an
amendment to this Agreement to be executed on the Closing Date by the parties
hereto and shall be in form and substance mutually agreed to by the Mortgage
Loan Seller and the Purchaser (the “Amendment”). If there are no changes to the
Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule
shall
be the Final Mortgage Loan Schedule for all purposes hereof.
SECTION
4. Mortgage
Loan Transfer.
(a) The
Purchaser will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans due after the Cut-off Date (regardless of when actually
collected) and all payments thereof. The Mortgage Loan Seller will be entitled
to all scheduled payments of principal and interest on the Mortgage Loans due
on
or before the Cut-off Date (including payments collected after the Cut-off
Date)
and all payments thereof. Such principal amounts and any interest thereon
belonging to the Mortgage Loan Seller as described above will not be included
in
the aggregate outstanding principal balance of the Mortgage Loans as of the
Cut-off Date as set forth on the Final Mortgage Loan Schedule.
(b) Pursuant
to various conveyancing documents to be executed on the Closing Date and
pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
on
the Closing Date all of its right, title and interest in and to the Mortgage
Loans to the Trustee for the benefit of the Certificateholders. In connection
with the transfer and assignment of the Mortgage Loans, the Mortgage Loan Seller
has delivered or will deliver or cause to be delivered to the Trustee or the
Custodian on behalf of the Trustee by the Closing Date or such later date as
is
agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing
Date and such later date is referred to as a “Mortgage
File Delivery Date”),
the
items of each Mortgage File, provided,
however,
that in
lieu of the foregoing, the Mortgage Loan Seller may deliver the following
documents, under the circumstances set forth below: (x) in lieu of the original
Mortgage, assignments to the Trustee or intervening assignments thereof which
have been delivered, are being delivered or will upon receipt of recording
information relating to the Mortgage required to be included thereon, be
delivered to recording offices for recording and have not been returned in
time
to permit their delivery as specified above, the Mortgage Loan Seller may
deliver a true copy thereof with a certification by the Mortgage Loan Seller
or
the Master Servicer, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original, which has been
transmitted for recording;” (y) in lieu of the Mortgage, assignments to the
Trustee or intervening assignments thereof, if the applicable jurisdiction
retains the originals of such documents or if the originals are lost (in each
case, as evidenced by a certification from the Mortgage Loan Seller or the
Master Servicer to such effect), the Mortgage Loan Seller may deliver
photocopies of such documents containing an original certification by the
judicial or other governmental authority of the jurisdiction where such
documents were recorded; and (z) in lieu of the Mortgage Notes relating to
the
Mortgage Loans, each identified in the list delivered by the Purchaser to the
Trustee on the Closing Date and attached hereto as Exhibit
5
the
Mortgage Loan Seller may deliver lost note affidavits and indemnities of the
Mortgage Loan Seller; and provided further, however, that in the case of
Mortgage Loans which have been prepaid in full after the Cut-off Date and prior
to the Closing Date, the Mortgage Loan Seller, in lieu of delivering the above
documents, may deliver to the Trustee a certification by the Mortgage Loan
Seller or the Master Servicer to such effect. The Mortgage Loan Seller shall
deliver such original documents (including any original documents as to which
certified copies had previously been delivered) or such certified copies to
the
Trustee, or the Custodian on behalf of the Trustee, promptly after they are
received. The Mortgage Loan Seller shall cause the Mortgage and intervening
assignments, if any, and the assignment of the Mortgage to be recorded not
later
than 180 days after the Closing Date unless such assignment is not required
to
be recorded under the terms set forth in Section 6(a) hereof.
(c) In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Mortgage Loan Seller further agrees that it will cause, at the
Mortgage Loan 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
Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by
including (or deleting, in the case of Mortgage Loans which are repurchased
in
accordance with this Agreement) in such computer files (a) the code in the
field
which identifies the specific Trustee and (b) the code in the field “Pool Field”
which identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Mortgage Loan Seller further agrees that it will not, and
will not permit any Servicer or the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of the Pooling and Servicing
Agreement unless and until such Mortgage Loan is repurchased in accordance
with
the terms of the Pooling and Servicing Agreement.
(d) The
Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the
Mortgage Loans and the related servicing, will ultimately be assigned to U.S.
Bank National Association, as Trustee for the benefit of the Certificateholders,
on the date hereof.
SECTION
5. Examination
of Mortgage Files.
(a) On
or
before the Mortgage File Delivery Date, the Mortgage Loan Seller will have
made
the Mortgage Files available to the Purchaser or its agent for examination
which
may be at the offices of the Trustee or the Mortgage Loan Seller and/or the
Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser’s rights to demand cure,
repurchase, substitution or other relief as provided in this Agreement. In
furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage
Files available to the Purchaser or its agent from time to time so as to permit
the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery
and recordation requirements of this Agreement and the Pooling and Servicing
Agreement. In addition, upon request of the Purchaser, the Mortgage Loan Seller
agrees to provide to the Purchaser, Bear Xxxxxxx and to any investors or
prospective investors in the Certificates information regarding the Mortgage
Loans and their servicing, to make the Mortgage Files available to the
Purchaser, Bear Xxxxxxx and to such investors or prospective investors (which
may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan
Seller’s custodian) and to make available personnel knowledgeable about the
Mortgage Loans for discussions with the Purchaser, Bear Xxxxxxx and such
investors or prospective investors, upon reasonable request during regular
business hours, sufficient to permit the Purchaser, Bear Xxxxxxx and such
investors or potential investors to conduct such due diligence as any such
party
reasonably believes is appropriate.
(b) Pursuant
to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or
the
Custodian as obligated under the Custodial Agreement), for the benefit of the
Certificateholders, will review items of the Mortgage Files as set forth on
Exhibit
1
and will
deliver to the Mortgage Loan Seller an initial certification in the form
attached as Exhibit One to the Custodial Agreement.
(c) Within
90
days of the Closing Date, the Trustee or the Custodian on its behalf shall,
in
accordance with the provisions of Section 2.02 of the Pooling and Servicing
Agreement, deliver to the Mortgage Loan Seller and the Trustee an Interim
Certification in the form attached as Exhibit Two to the Custodial Agreement
to
the effect that all such documents have been executed and received and that
such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except for any exceptions listed on Schedule A attached to such Interim
Certification. The Custodian shall be under no duty or obligation to inspect,
review or examine said documents, instruments, certificates or other papers
to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face.
(d) The
Trustee or the Custodian on its behalf will review the Mortgage Files within
180
days of the Closing Date and will deliver to the Mortgage Loan Seller and the
Master Servicer, and if reviewed by the Custodian, the Trustee, a final
certification substantially in the form of Exhibit Three to the Custodial
Agreement. If the Trustee or the Custodian on its behalf is unable to deliver
a
final certification with respect to the items listed in Exhibit
1
due to
any document that is missing, has not been executed, is unrelated, determined
on
the basis of the Mortgagor name, original principal balance and loan number,
to
the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
“Material
Defect”),
the
Trustee or the Custodian on its behalf shall notify the Mortgage Loan Seller
of
such Material Defect. The Mortgage Loan Seller (on its own behalf as a Mortgage
Loan Seller) shall correct or cure any such Material Defect within 90 days
from
the date of notice from the Trustee of the Material Defect and if the Mortgage
Loan Seller does not correct or cure such Material Defect within such period
and
such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller will,
in accordance with the terms of the Pooling and Servicing Agreement, within
90
days of the date of notice, provide the Trustee with a Replacement Mortgage
Loan
(if within two years of the Closing Date) or purchase the related Mortgage
Loan
at the applicable Purchase Price; provided,
however,
that if
such defect relates solely to the inability of the Mortgage Loan Seller to
deliver the original security instrument or intervening assignments thereof,
or
a certified copy because the originals of such documents, or a certified copy,
have not been returned by the applicable jurisdiction, the Mortgage Loan Seller
shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller
delivers such original documents or certified copy promptly upon receipt, but
in
no event later than 360 days after the Closing Date. The foregoing repurchase
obligation shall not apply in the event that the Mortgage Loan Seller cannot
deliver such original or copy of any document submitted for recording to the
appropriate recording office in the applicable jurisdiction because such
document has not been returned by such office; provided that the Mortgage Loan
Seller shall instead deliver a recording receipt of such recording office or,
if
such receipt is not available, a certificate of Mortgage Loan Seller or a
Servicing Officer confirming that such documents have been accepted for
recording, and delivery to the Trustee shall be effected by the Mortgage Loan
Seller within thirty days of its receipt of the original recorded
document.
(e) At
the
time of any substitution, the Mortgage Loan Seller shall deliver or cause to
be
delivered the Replacement Mortgage Loan, the related Mortgage File and any
other
documents and payments required to be delivered in connection with a
substitution pursuant to the Pooling and Servicing Agreement. At the time of
any
purchase or substitution, the Trustee shall (i) assign the selected Mortgage
Loan to the Mortgage Loan Seller and shall release or cause the Custodian to
release the documents (including, but not limited to the Mortgage, Mortgage
Note
and other contents of the Mortgage File) in the possession of the Trustee or
the
Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Mortgage Loan Seller title to
such Deleted Mortgage Loan.
SECTION
6. Recordation
of Assignments of Mortgage.
(a) The
Mortgage Loan Seller will, promptly after the Closing Date, cause each Mortgage
and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee,
and all unrecorded intervening assignments, if any, delivered on or prior to
the
Closing Date, to be recorded in all recording offices in the jurisdictions
where
the related Mortgaged Properties are located; provided,
however,
the
Mortgage Loan Seller need not cause to be recorded any assignment which relates
to a Mortgage Loan that is a MOM Loan or for which the related Mortgaged
Property is located in any jurisdiction under the laws of which, as evidenced
by
an Opinion of Counsel delivered by the Mortgage Loan Seller to the Trustee
and
the Rating Agencies, the recordation of such assignment is not necessary to
protect the Trustee’s interest in the related Mortgage Loan; provided,
however,
notwithstanding the delivery of any Opinion of Counsel, each assignment of
Mortgage shall be submitted for recording by the Mortgage Loan Seller in the
manner described above, at no expense to the Trust Fund or Trustee, upon the
earliest to occur of (i) reasonable direction by the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of the Trust,
(ii)
the occurrence of a Company Default, (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgage Loan Seller under the Pooling
and Servicing Agreement, (iv) the occurrence of a servicing transfer as
described in Section 9.05 of the Pooling and Servicing Agreement or an
assignment of the servicing as described in Section 8.05(b) of the Pooling
and
Servicing Agreement or (iv) with respect to any one assignment of Mortgage,
the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
under the related Mortgage.
While
each such Mortgage or assignment is being recorded, if necessary, the Mortgage
Loan Seller shall leave or cause to be left with the Trustee or the Custodian
on
its behalf a certified copy of such Mortgage or assignment. In the event that,
within 180 days of the Closing Date, the Trustee has not been provided with
an
Opinion of Counsel as described above or received evidence of recording with
respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms
hereof or as set forth above and the related Mortgage Loan is not a MOM Loan,
the failure to provide evidence of recording or such Opinion of Counsel shall
be
considered a Material Defect, and the provisions of Section 5(c) and (d) shall
apply. All customary recording fees and reasonable expenses relating to the
recordation of the assignments of mortgage to the Trustee or the Opinion of
Counsel, as the case may be, shall be borne by the Mortgage Loan
Seller.
(b) It
is the
express intent of the parties hereto that the conveyance of the Mortgage Loans
by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement
be, and be treated as, a sale. It is, further, not the intention of the parties
that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage
Loan Seller to the Purchaser to secure a debt or other obligation of the
Mortgage Loan Seller. However, in the event that, notwithstanding the intent
of
the parties, the Mortgage Loans are held by a court to continue to be property
of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed to
be
a security agreement within the meaning of Articles 8 and 9 of the applicable
Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for
herein shall be deemed to be a grant by the Mortgage Loan Seller to the
Purchaser of a security interest in all of the Mortgage Loan Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, to the extent the Purchaser
would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
to
Section 4 hereof, including all amounts, other than investment earnings, from
time to time held or invested in any accounts created pursuant to the Pooling
and Servicing Agreement, whether in the form of cash, instruments, securities
or
other property; (c) the possession by the Purchaser or the Trustee (or the
Custodian on its behalf) of Mortgage Notes and such other items of property
as
constitute instruments, money, negotiable documents or chattel paper shall
be
deemed to be “possession by the secured party” for purposes of perfecting the
security interest pursuant to Section 9-305 (or comparable provision) of the
applicable Uniform Commercial Code; and (d) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as
applicable) of the Purchaser for the purpose of perfecting such security
interest under applicable law. Any assignment of the interest of the Purchaser
pursuant to any provision hereof or pursuant to the Pooling and Servicing
Agreement shall also be deemed to be an assignment of any security interest
created hereby. The Mortgage Loan Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be reasonably necessary
to ensure that, if this Agreement were deemed to create a security interest
in
the Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Pooling and Servicing Agreement.
SECTION
7. Representations
and Warranties of the Mortgage Loan Seller Concerning the Mortgage
Loans.
The
Mortgage Loan 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:
(a) The
information set forth in the Mortgage Loan Schedule hereto is true and correct
in all material respects.
(b) Immediately
prior to the transfer to the Purchaser, the Mortgage Loan Seller was the sole
owner of beneficial title and holder of each Mortgage and Mortgage Note relating
to the Mortgage Loans and is conveying the same free and clear of any and all
liens, claims, encumbrances, participation interests, equities, pledges, charges
or security interests of any nature and the Mortgage Loan Seller has full right
and authority to sell or assign the same pursuant to this
Agreement.
(c) Each
Mortgage Loan at the time it was made complied in all material respects with
all
applicable federal, state and local laws and regulations, including, without
limitation, usury, equal credit opportunity, disclosure and recording laws
and
all applicable predatory, abusive and fair lending laws; and each Mortgage
Loan
has been serviced in all material respects in accordance with all applicable
laws and regulations, including, without limitation, usury, equal credit
opportunity, disclosure and recording laws and all applicable anti-predatory
lending laws and the terms of the related Mortgage Note, the Mortgage and other
loan documents.
(d) There
is
no monetary default existing under any Mortgage or the related Mortgage Note
and
there is no material event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach
or event of acceleration; and neither the Mortgage Loan Seller, any of its
affiliates nor any servicer of any related Mortgage Loan has taken any action
to
waive any default, breach or event of acceleration; and no foreclosure action
is
threatened or has been commenced with respect to the Mortgage Loan.
(e) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, (i) if required by
law
in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
the interests of the Trustee on behalf of the Certificateholders.
(f) No
selection procedure reasonably believed by the Mortgage Loan Seller to be
adverse to the interests of the Certificateholders was utilized in selecting
the
Mortgage Loans.
(g) Each
Mortgage is a valid and enforceable first or second lien on the property
securing the related Mortgage Note and each Mortgaged Property is owned by
the
Mortgagor in fee simple (except with respect to common areas in the case of
condominiums, PUDs and de minimis
PUDs) or
by leasehold for a term longer than the term of the related Mortgage, subject
only to (i) the lien of current real property taxes and assessments, (ii)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage, such
exceptions being acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal obtained in connection with the
origination of the related Mortgage Loan or referred to in the lender’s title
insurance policy delivered to the originator of the related Mortgage Loan and
(iii) other matters to which like properties are commonly subject which do
not
materially interfere with the benefits of the security intended to be provided
by such Mortgage.
(h) There
is
no mechanics’ lien or claim for work, labor or material affecting the premises
subject to any Mortgage which is or may be a lien prior to, or equal with,
the
lien of such Mortgage except those which are insured against by the title
insurance policy referred to in clause (m) below.
(i) There
was
no delinquent tax or assessment lien against the property subject to any
Mortgage, except where such lien was being contested in good faith and a stay
had been granted against levying on the property.
(j) There
is
no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the unpaid principal and
interest on such Mortgage Note.
(k) The
physical property subject to any Mortgage is free of material damage and is
in
good repair and there is no proceeding pending or threatened for the total
or
partial condemnation of any Mortgaged Property.
(l) The
Mortgaged Property and all improvements thereon comply with all requirements
of
any applicable zoning and subdivision laws and ordinances.
(m) A
lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
assurance of title customary in the relevant jurisdiction therefor in a form
acceptable to Xxxxxx Xxx or Freddie Mac, was issued on the date that each
Mortgage Loan was created by a title insurance company which, to the best of
the
Mortgage Loan Seller’s knowledge, was qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring the
Mortgage Loan Seller and its successors and assigns that the Mortgage is a
first
priority lien on the related Mortgaged Property in the original principal amount
of the Mortgage Loan. The Mortgage Loan Seller is the sole insured under such
lender’s title insurance policy, and such policy, binder or assurance is valid
and remains in full force and effect, and each such policy, binder or assurance
shall contain all applicable endorsements including a negative amortization
endorsement, if applicable.
(n) At
the
time of origination, each Mortgaged Property was the subject of an appraisal
which conformed to the underwriting requirements of the originator of the
Mortgage Loan and, the appraisal is in a form acceptable to Xxxxxx Xxx or
Freddie Mac.
(o) The
improvements on each Mortgaged Property securing a Mortgage Loan are insured
(by
an insurer which is acceptable to the Mortgage Loan Seller) against loss by
fire
and such hazards as are covered under a standard extended coverage endorsement
in the locale in which the Mortgaged Property is located, in an amount which
is
not less than the lesser of the maximum insurable value of the improvements
securing such Mortgage Loan or the outstanding principal balance of the Mortgage
Loan, but in no event in an amount less than an amount that is required to
prevent the Mortgagor from being deemed to be a co-insurer thereunder; if the
improvement on the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the condominium project;
if
upon origination of the related Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified as a federally designated flood area, a
flood insurance policy is in effect in an amount representing coverage not
less
than the least of (i) the outstanding principal balance of the Mortgage Loan,
(ii) the restorable cost of improvements located on such Mortgaged Property
or
(iii) the maximum coverage available under federal law; and each Mortgage
obligates the Mortgagor thereunder to maintain the insurance referred to above
at the Mortgagor’s cost and expense.
(p) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
(7)
and (9) without reliance on the provisions of Treasury Regulation Section
1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a “qualified
mortgage” notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2),
(4), (5), (6), (7) and (9).
(q) None
of
the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA,
which implements the Home Ownership and Equity Protection Act of 1994, as
amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home
Ownership Security Act of 2002 that were originated between November 26, 2003
and July 7, 2004), “high risk home” or “predatory” loans under any applicable
state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest rates,
points and/or fees).
(r) The
information set forth in Schedule A of the Prospectus Supplement with respect
to
the Mortgage Loans
is true
and correct in all material respects.
(s) No
Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms
are
defined in the then current Standard & Poor’s LEVELS® Glossary, which is now
Version 5.6(d), Appendix E, attached hereto as Exhibit 6) or (b) was originated
on or after October 1, 2002 through March 6, 2003 and is governed by the Georgia
Fair Lending Act.
(t) Each
Mortgage Loan was originated in accordance with the underwriting guidelines
of
the related originator.
(u) Each
original Mortgage has been recorded or is in the process of being recorded
in
accordance with the requirements of Section 2.01 of the Pooling and Servicing
Agreement in the appropriate jurisdictions wherein such recordation is required
to perfect the lien thereof for the benefit of the Trust Fund.
(v) The
related Mortgage File contains each of the documents and instruments listed
in
Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
substitutions and qualifications as are set forth in such Section.
(w) The
Mortgage Loans are currently being serviced in accordance with accepted
servicing practices.
(x) With
respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Mortgage Loan
Seller and each prepayment penalty
is
permitted pursuant to federal, state and local law, provided
that
(i) no
Mortgage Loan will impose a prepayment penalty for a term in excess of five
years from the date such Mortgage Loan was originated and (ii) such prepayment
penalty is at least equal to the lesser of (A) the maximum amount permitted
under applicable law and (B) six months interest at the related Mortgage
Interest Rate on the amount prepaid in excess of 20% of the original principal
balance of such Mortgage Loan.
(y) If
any of
the Mortgage Loans are secured by a leasehold interest, with respect to each
leasehold interest: the use of leasehold estates for residential properties
is
an accepted practice in the area where the related Mortgaged Property is
located; residential property in such area consisting of leasehold estates
is
readily marketable; the lease is recorded and no party is in any way in breach
of any provision of such lease; the leasehold is in full force and effect and
is
not subject to any prior lien or encumbrance by which the leasehold could be
terminated or subject to any charge or penalty; and the remaining term of the
lease does not terminate less than ten years after the maturity date of such
Mortgage Loan.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 7 will inure to the benefit of the Purchaser, its successors and
assigns, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or assignment of Mortgage or the examination of any Mortgage
File.
Upon any substitution for a Mortgage Loan, the representations and warranties
set forth above shall be deemed to be made by the Mortgage Loan Seller as to
any
Replacement Mortgage Loan as of the date of substitution.
Upon
discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser or
the
Trustee of a breach of any representation or warranty of the Mortgage Loan
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 Mortgage Loan Seller, or the date the Mortgage Loan
Seller is notified by the party discovering or receiving notice of such breach
(whichever occurs earlier), the Mortgage Loan 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 Replacement Mortgage Loan in exchange for such Mortgage
Loan; provided that, (A) in the case of a breach of the representation and
warranty concerning the Mortgage Loan Schedule contained in clause (a) of this
Section 7, if such breach is material and relates to any field on the Mortgage
Loan Schedule which identifies any Prepayment Charge or (B) in the case of
a
breach of the representation contained in clause (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 Mortgage Loan 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 Mortgage Loan Seller shall have no obligation to repurchase
or
substitute for such Mortgage Loan. The obligations of the Mortgage Loan Seller
to cure, purchase or substitute a qualifying Replacement Mortgage Loan shall
constitute the Purchaser’s, the Trustee’s and the Certificateholder’s sole and
exclusive remedy under this Agreement or otherwise respecting a breach of
representations or warranties hereunder with respect to the Mortgage Loans,
except for the obligation of the Mortgage Loan Seller to indemnify the Purchaser
for such breach as set forth in and limited by Section 13 hereof.
Any
cause
of action against the Mortgage Loan Seller or relating to or arising out of
a
breach by the Mortgage Loan 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 Mortgage Loan Seller or notice thereof by the party discovering
such breach and (ii) failure by the Mortgage Loan Seller to cure such breach,
purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage
Loan
pursuant to the terms hereof.
SECTION
8. Representations
and Warranties Concerning the Mortgage Loan Seller.
As of
the date hereof and as of the Closing Date, the Mortgage Loan Seller represents
and warrants to the Purchaser as to itself in the capacity indicated as
follows:
(a) the
Mortgage Loan 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 Mortgage Loan
Seller’s business as presently conducted or on the Mortgage Loan Seller’s
ability to enter into this Agreement or any other Transaction Document to which
it is a party and to consummate the transactions contemplated hereby or
thereby;
(b) the
Mortgage Loan 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 or any other Transaction Document to which it is a
party;
(c) the
execution and delivery by the Mortgage Loan Seller of this Agreement and any
other Transaction Document to which it is a party has been duly authorized
by
all necessary action on the part of the Mortgage Loan Seller; and neither the
execution and delivery of this Agreement or any other Transaction Document
to
which it is a party, nor the consummation of the transactions herein or therein
contemplated, nor compliance with the provisions hereof or thereof, will
conflict with or result in a breach of, or constitute a default under, any
of
the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Mortgage Loan Seller or its properties or the charter
or
by-laws of the Mortgage Loan Seller, except those conflicts, breaches or
defaults which would not reasonably be expected to have a material adverse
effect on the Mortgage Loan Seller’s ability to enter into this Agreement or any
other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby or thereby;
(d) the
execution, delivery and performance by the Mortgage Loan 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) each
of
this Agreement and the other Transaction Document to which it is a party has
been duly executed and delivered by the Mortgage Loan Seller and, assuming
due
authorization, execution and delivery by the Purchaser, constitutes a valid
and
binding obligation of the Mortgage Loan 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 Mortgage
Loan Seller, threatened against the Mortgage Loan 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 any other
Transaction Document to which it is a party or (ii) with respect to any other
matter which in the judgment of the Mortgage Loan Seller could reasonably be
expected to be determined adversely to the Mortgage Loan Seller and will if
determined adversely to the Mortgage Loan Seller materially and adversely affect
the Mortgage Loan Seller’s ability to perform its obligations under this
Agreement or any other Transaction Document to which it is a party; and the
Mortgage Loan 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
Mortgage Loan Seller’s Information (as defined in Section 13(a) hereof) does not
include any untrue statement of a material fact or omit to state a material
fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
9. Representations
and Warranties Concerning the Purchaser.
As of
the date hereof and as of the Closing Date, the Purchaser represents and
warrants to the Mortgage Loan Seller as follows:
(a) the
Purchaser (i) is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware and (ii) is
qualified and in good standing to do business in each jurisdiction where such
qualification is necessary, except where the failure so to qualify would not
reasonably be expected to have a material adverse effect on the Purchaser’s
business as presently conducted or on the Purchaser’s ability to enter into this
Agreement or any other Transaction Document to which it is a party and to
consummate the transactions contemplated hereby or thereby;
(b) the
Purchaser has full power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this
Agreement or any other Transaction Document to which it is a party;
(c) the
execution and delivery by the Purchaser of this Agreement or any other
Transaction Document to which it is a party has been duly authorized by all
necessary action on the part of the Purchaser; and neither the execution and
delivery of this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof or thereof, will
conflict with or result in a breach of, or constitute a default under, any
of
the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Purchaser or its properties or the certificate of formation
or limited liability company agreement of the Purchaser, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Purchaser’s ability to enter into this Agreement or any
other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby or thereby;
(d) the
execution, delivery and performance by the Purchaser of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made;
(e) each
of
this Agreement and the other Transaction Documents to which it is a party has
been duly executed and delivered by the Purchaser and, assuming due
authorization, execution and delivery by the Mortgage Loan Seller, constitutes
a
valid and binding obligation of the Purchaser enforceable against it in
accordance with its terms (subject to applicable bankruptcy and insolvency
laws
and other similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
threatened against the Purchaser, before or by any court, administrative agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement and the other Transaction Documents to which
it
is a party or (ii) with respect to any other matter which in the judgment of
the
Purchaser will be determined adversely to the Purchaser and will if determined
adversely to the Purchaser materially and adversely affect the Purchaser’s
ability to perform its obligations under this Agreement and the other
Transaction Documents to which it is a party; and the Purchaser is not in
default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement and the other Transaction Documents
to which it is a party; and
(g) the
Purchaser’s Information (as defined in Section 13(b) hereof) does not include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
10. Conditions
to Closing.
(a) The
obligations of the Purchaser under this Agreement will be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions:
(1) Each
of
the obligations of the Mortgage Loan Seller required to be performed at or
prior
to the Closing Date pursuant to the terms of this Agreement shall have been
duly
performed and complied with in all material respects; all of the representations
and warranties of the Mortgage Loan Seller under this Agreement shall be true
and correct as of the date or dates specified in all material respects; and
no
event shall have occurred which, with notice or the passage of time, would
constitute a default under this Agreement or any of the Transaction Documents;
and the Purchaser shall have received certificates to that effect signed by
authorized officers of the Mortgage Loan Seller.
(2) The
Purchaser shall have received all of the following closing documents, in such
forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to
the
respective terms thereof:
(i) If
required pursuant to Section 3 hereof, the Amendment dated as of the Closing
Date and any documents referred to therein;
(ii) If
required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule
containing the information set forth on Exhibit
2
hereto,
one copy to be attached to each counterpart of the Amendment;
(iii) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Trustee and the Purchaser, and all documents required thereby duly
executed by all signatories;
(iv) A
certificate of an officer of the Mortgage Loan Seller dated as of the Closing
Date, in a form reasonably acceptable to the Purchaser, and attached thereto
the
resolutions of the Mortgage Loan Seller authorizing the transactions
contemplated by this Agreement and the other Transaction Documents to which
it
is a party, together with copies of the articles of incorporation, by-laws
and
certificate of good standing of the Mortgage Loan Seller;
(v) One
or
more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in
form and substance reasonably satisfactory to the Purchaser, the Trustee and
each Rating Agency;
(vi) A
letter
from each of the Rating Agencies giving each Class of Certificates set forth
on
Schedule A hereto the rating set forth therein; and
(vii) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
ratings from each Rating Agency for the Certificates.
(3) The
Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement
shall have been issued and sold to Bear Xxxxxxx.
(4) The
Mortgage Loan Seller shall have furnished to the Purchaser such other
certificates of its officers or others and such other documents and opinions
of
counsel to evidence fulfillment of the conditions set forth in this Agreement
and the transactions contemplated hereby as the Purchaser and their respective
counsel may reasonably request.
(b) The
obligations of the Mortgage Loan Seller under this Agreement shall be subject
to
the satisfaction, on or prior to the Closing Date, of the following
conditions:
(1) The
obligations of the Purchaser required to be performed by it on or prior to
the
Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the
representations and warranties of the Purchaser under this Agreement shall
be
true and correct in all material respects as of the date hereof and as of the
Closing Date, and no event shall have occurred which would constitute a breach
by it of the terms of this Agreement or any of the Transaction Documents, and
the Mortgage Loan Seller shall have received a certificate to that effect signed
by an authorized officer of the Purchaser.
(2) The
Mortgage Loan Seller shall have received copies of all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to the
Mortgage Loan Seller, duly executed by all signatories other than the Mortgage
Loan Seller as required pursuant to the respective terms thereof:
(i) If
required pursuant to Section 3 hereof, the Amendment dated as of the Closing
Date and any documents referred to therein;
(ii) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Mortgage Loan Seller, and all documents required thereby duly executed
by
all signatories;
(iii) A
certificate of an officer of the Purchaser dated as of the Closing Date, in
a
form reasonably acceptable to the Mortgage Loan Seller, and attached thereto
the
written consent of the member of the Purchaser authorizing the transactions
contemplated by this Agreement and the other Transaction Documents to which
it
is a party, together with copies of the Purchaser’s certificate of formation,
limited liability company agreement, and evidence as to the good standing of
the
Purchaser dated as of a recent date;
(iv) One
or
more opinions of counsel from the Purchaser’s counsel in form and substance
reasonably satisfactory to the Mortgage Loan Seller and the Rating Agencies;
and
(v) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
rating from each Rating Agency for the Certificates.
SECTION
11. Fees
and Expenses.
Subject
to Section 16 hereof, the Mortgage Loan Seller shall pay on the Closing Date
or
such later date as may be agreed to by the Purchaser (i) the fees and expenses
of the Mortgage Loan Seller’s attorneys and the reasonable fees and expenses of
the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche
LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on
the aggregate original principal amount of the Certificates and the filing
fee
of the Commission as in effect on the date on which the Registration Statement
was declared effective, (iv) the fees and expenses including counsel’s fees and
expenses in connection with any “blue sky” and legal investment matters, (v) the
fees and expenses of the Trustee which shall include without limitation the
fees
and expenses of the Trustee (and the fees and disbursements of its counsel)
with
respect to (A) legal and document review of this Agreement, the Pooling and
Servicing Agreement, the Certificates and related agreements, (B) attendance
at
the Closing and (C) review of the Mortgage Loans to be performed by the Trustee
or the Custodian on its behalf, (vi) the expenses for printing or otherwise
reproducing the Certificates, the Prospectus and the Prospectus Supplement,
(vii) the fees and expenses of each Rating Agency (both initial and ongoing),
(viii) the fees and expenses relating to the preparation and recordation of
mortgage assignments (including intervening assignments, if any and if
available, to evidence a complete chain of title from the originator to the
Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating
to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may
be, and (ix) Mortgage File due diligence expenses and other out-of-pocket
expenses incurred by the Purchaser in connection with the purchase of the
Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the
Certificates. The Mortgage Loan Seller additionally agrees to pay directly
to
any third party on a timely basis the fees provided for above which are charged
by such third party and which are billed periodically.
SECTION
12. Accountants’
Letters.
(a) Deloitte
& Touche LLP will review the characteristics of a sample of the Mortgage
Loans described in the Final Mortgage Loan Schedule and will compare those
characteristics to the description of the Mortgage Loans contained in the
Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The
Mortgage Pool” and in Schedule A thereto. The Mortgage Loan Seller will
cooperate with the Purchaser in making available all information and taking
all
steps reasonably necessary to permit such accountants to complete the review
and
to deliver the letters required of them under the Underwriting Agreement.
Deloitte & Touche LLP will also confirm certain calculations as set forth
under the caption “Yield, Prepayment and Maturity Considerations” in the
Prospectus Supplement.
(b) To
the
extent statistical information with respect to the Mortgage Loan Seller’s
servicing portfolio is included in the Prospectus Supplement under the caption
“Servicing of the Mortgage Loans—EMC—Delinquency and Foreclosure Experience of
EMC,” a letter from the certified public accountant for the Mortgage Loan Seller
will be delivered to the Purchaser dated the date of the Prospectus Supplement,
in the form previously agreed to by the Mortgage Loan Seller and the Purchaser,
with respect to such statistical information.
SECTION
13. Indemnification.
(a) The
Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and its
directors, officers and controlling persons (as defined in Section 15 of the
Securities Act) from and against any loss, claim, damage or liability or action
in respect thereof, to which they or any of them may become subject, under
the
Securities Act or otherwise, insofar as such loss, claim, damage, liability
or
action arises out of, or is based upon any untrue statement of a material fact
contained in the Mortgage
Loan Seller’s Information
as
identified in Exhibit
3,
the
omission to state in the Term Sheet Supplement, the Prospectus Supplement or
Prospectus (or any amendment thereof or supplement thereto approved by the
Mortgage Loan Seller and in which additional Mortgage Loan Seller’s Information
is identified), in reliance upon and in conformity with Mortgage Loan Seller’s
Information a material fact required to be stated therein or necessary to make
the statements therein in light of the circumstances in which they were made,
not misleading; and the Mortgage Loan Seller shall reimburse the Purchaser
and
each other indemnified party for any legal and other expenses reasonably
incurred by them in connection with investigating or defending or preparing
to
defend against any such loss, claim, damage, liability or action.
The
foregoing indemnity agreement is in addition to any liability which the Mortgage
Loan Seller otherwise may have to the Purchaser or any other such indemnified
party.
(b) The
Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and its
respective directors, officers and controlling persons (as defined in Section
15
of the Securities Act) from and against any loss, claim, damage or liability
or
action in respect thereof, to which they or any of them may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon 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; and the Purchaser shall reimburse the
Mortgage Loan Seller, and each other indemnified party for any legal and other
expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend any such loss, claim, damage, liability or
action. The foregoing indemnity agreement is in addition to any liability which
the Purchaser otherwise may have to the Mortgage Loan Seller, or any other
such
indemnified party.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if
a
claim in respect thereof is to be made against the indemnifying party under
such
subsection, notify each party against whom indemnification is to be sought
in
writing of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it may have
under this Section 13 except to the extent that it has been prejudiced in any
material respect by such failure or from any liability which it may have
otherwise). In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
it
may elect by written notice delivered to the indemnified party promptly (but,
in
any event, within 30 days) after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be
at
the expense of such indemnified party or parties unless (i) the employment
of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of such
action within a reasonable time after notice of commencement of the action,
or
(iii) such indemnified party or parties shall have reasonably concluded that
there is a conflict of interest between itself or themselves and the
indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of
the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties (provided,
however,
that
the indemnifying party shall be liable only for the fees and expenses of one
counsel in addition to one local counsel in the jurisdiction involved. Anything
in this subsection to the contrary notwithstanding, an indemnifying party shall
not be liable for any settlement or any claim or action effected without its
written consent; provided,
however,
that
such consent was not unreasonably withheld.
(d) If
the
indemnification provided for in paragraphs (a) and (b) of this Section 13 shall
for any reason be unavailable to an indemnified party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to in
Section 13, then the indemnifying party shall in lieu of indemnifying the
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, in such proportion as shall be appropriate to reflect the relative
benefits received by the Mortgage Loan Seller on the one hand and the Purchaser
on the other from the purchase and sale of the Mortgage Loans, the offering
of
the Certificates and the other transactions contemplated hereunder. No person
found liable for a fraudulent misrepresentation shall be entitled to
contribution from any person who is not also found liable for such fraudulent
misrepresentation.
(e) The
parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an
indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.
SECTION
14. Notices.
All
demands, notices and communications hereunder shall be in writing but may be
delivered by facsimile transmission subsequently confirmed in writing. Notices
to the Mortgage Loan Seller shall be directed to EMC Mortgage Corporation,
0000
Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, (Telecopy: ((000)000-0000), and
notices to the Purchaser shall be directed to Bear Xxxxxxx Asset Backed
Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Telecopy:
(212-272-7206)), Attention: Chief Counsel; or to any other address as may
hereafter be furnished by one party to the other party by like notice. Any
such
demand, notice or communication hereunder shall be deemed to have been received
on the date received at the premises of the addressee (as evidenced, in the
case
of registered or certified mail, by the date noted on the return receipt)
provided that it is received on a business day during normal business hours
and,
if received after normal business hours, then it shall be deemed to be received
on the next business day.
SECTION
15. Transfer
of Mortgage Loans.
The
Purchaser retains the right to assign the Mortgage Loans and any or all of
its
interest under this Agreement to the Trustee without the consent of the Mortgage
Loan Seller, and, upon such assignment, the Trustee shall succeed to the
applicable rights and obligations of the Purchaser hereunder; provided,
however,
the
Purchaser shall remain entitled to the benefits set forth in Sections 11, 13
and
17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the
sole and exclusive right and remedy of the Trustee with respect to a breach
of
representation or warranty of the Mortgage Loan Seller shall be the cure,
purchase or substitution obligations of the Mortgage Loan Seller contained
in
Sections 5 and 7 hereof.
SECTION
16. Termination.
This
Agreement may be terminated (a) by the mutual consent of the parties hereto
prior to the Closing Date, (b) by the Purchaser, if the conditions to the
Purchaser’s obligation to close set forth under Section 10(a) hereof are not
fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan
Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set
forth under Section 10(b) hereof are not fulfilled as and when required to
be
fulfilled. In the event of termination pursuant to clause (b), the Mortgage
Loan
Seller shall pay, and in the event of termination pursuant to clause (c), the
Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the
other
in connection with the transactions contemplated by this Agreement. In the
event
of a termination pursuant to clause (a), each party shall be responsible for
its
own expenses.
SECTION
17. Representations,
Warranties and Agreements to Survive Delivery.
All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Mortgage Loan Seller submitted
pursuant hereto, shall remain operative and in full force and effect and shall
survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
to
the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
the Mortgage Loan 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 Replacement Mortgage Loan and not to those Mortgage Loans
deleted from the Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof
prior to the Closing.
SECTION
18. Severability.
If any
provision of this Agreement shall be prohibited or invalid under applicable
law,
this Agreement shall be ineffective only to such extent, without invalidating
the remainder of this Agreement.
SECTION
19. Counterparts.
This
Agreement may be executed in counterparts, each of which will be an original,
but which together shall constitute one and the same agreement.
SECTION
20. Amendment.
This
Agreement cannot be amended or modified in any manner without the prior written
consent of each party.
SECTION
21. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
SECTION
22. Further
Assurances.
Each of
the parties agrees to execute and deliver such instruments and take such actions
as another party may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement including
any amendments hereto which may be required by either Rating
Agency.
SECTION
23. Successors
and Assigns.
(a) This
Agreement shall bind and inure to the benefit of and be enforceable by the
Mortgage Loan Seller and the Purchaser and their permitted successors and
assigns and, to the extent specified in Section 13 hereof, Bear Xxxxxxx, and
their directors, officers and controlling persons (within the meaning of federal
securities laws). The Mortgage Loan Seller acknowledges and agrees that the
Purchaser may assign its rights under this Agreement (including, without
limitation, with respect to the Mortgage Loan Seller’s representations and
warranties respecting the Mortgage Loans) to the Trustee. Any person into which
the Mortgage Loan Seller may be merged or consolidated (or any person resulting
from any merger or consolidation involving the Mortgage Loan Seller), any person
resulting from a change in form of the Mortgage Loan Seller or any person
succeeding to the business of the Mortgage Loan Seller, shall be considered
the
“successor” of the Mortgage Loan Seller hereunder and shall be considered a
party hereto without the execution or filing of any paper or any further act
or
consent on the part of any party hereto. Except as provided in the two preceding
sentences, this Agreement cannot be assigned, pledged or hypothecated by either
party hereto without the written consent of the other parties to this Agreement
and any such assignment or purported assignment shall be deemed null and
void.
SECTION
24. The
Mortgage Loan Seller.
The
Mortgage Loan Seller will keep in full force and effect its existence, all
rights and franchises as a corporation under the laws of the State of its
incorporation and will obtain and preserve its qualification to do business
as a
foreign corporation in each jurisdiction in which such qualification is
necessary to perform its obligations under this Agreement.
SECTION
25. Entire
Agreement.
This
Agreement contains the entire agreement and understanding between the parties
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof.
SECTION
26. No
Partnership.
Nothing
herein contained shall be deemed or construed to create a partnership or joint
venture between the parties hereto.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
by their respective duly authorized officers as of the date first above
written.
EMC
MORTGAGE CORPORATION
|
||
By:
|
||
Name:
|
||
Title:
|
||
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC
|
||
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 this Agreement.
(i) The
original Mortgage Note, including any riders thereto, endorsed without recourse
to the order of “U.S. Bank National Association”, as Trustee for
certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC Asset-Backed
Certificates, Series 2006-AC4,” or to blank and showing to the extent available
to the Mortgage Loan Seller an unbroken chain of endorsements from the original
payee thereof to the Person endorsing it to the Trustee;
(ii) the
original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM
Loan, which shall have been recorded (or if the original is not available,
a
copy), with evidence of such recording indicated thereon (or if clause (x)
in
the proviso below applies, shall be in recordable form);
(iii) unless
the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy,
which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of
the
Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National
Association”, as Trustee for certificateholders of Bear Xxxxxxx Asset Backed
Securities I LLC Asset-Backed Certificates, Series 2006-AC4,” which shall have
been recorded (or if clause (x) in the proviso below applies, shall be in
recordable form);
(iv) an
original or a copy of all intervening assignments of the Mortgage, if any,
to
the extent available to the Mortgage Loan Seller, with evidence of recording
thereon;
(v) the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance, if available, or a copy thereof,
or, in the event that such original title insurance policy is unavailable,
a
photocopy thereof, or in lieu thereof, a current lien search on the related
Mortgaged Property and
(vi) originals
or copies of all available assumption, modification or substitution agreements,
if any.
Provided,
however, that in lieu of the foregoing, the Mortgage Loan Seller may deliver
the
following documents, under the circumstances set forth below: (x) if any
Mortgage, assignment thereof to the Trustee or intervening assignments thereof
have been delivered or are being delivered to recording offices for recording
and have not been returned in time to permit their delivery as specified above,
the Purchaser may deliver a true copy thereof with a certification by the
Mortgage Loan Seller or the title company issuing the commitment for title
insurance, on the face of such copy, substantially as follows: “Certified to be
a true and correct copy of the original, which has been transmitted for
recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans
identified in the list set forth in Exhibit I to the Pooling and Servicing
Agreement, the Purchaser may deliver a lost note affidavit and indemnity and
a
copy of the original note, if available; and provided, further, however, that
in
the case of Mortgage Loans which have been prepaid in full after the Cut-off
Date and prior to the Closing Date, the Purchaser, in lieu of delivering the
above documents, may deliver to the Trustee and its Custodian a certification
of
a Servicing Officer to such effect and in such case shall deposit all amounts
paid in respect of such Mortgage Loans, in the Master Servicer Collection
Account or in the Distribution Account on the Closing Date. In the case of
the
documents referred to in clause (x) above, the Purchaser shall deliver such
documents to the Trustee or its Custodian promptly after they are received.
The
Mortgage Loan Seller shall cause, at its expense, the Mortgage and intervening
assignments, if any, and to the extent required in accordance with the
foregoing, the assignment of the Mortgage to the Trustee to be submitted for
recording promptly after the Closing Date; provided that the Mortgage Loan
Seller need not cause to be recorded any assignment (a) in any jurisdiction
under the laws of which, as evidenced by an Opinion of Counsel addressed to
the
Trustee delivered by the Mortgage Loan Seller to the Trustee and the Rating
Agencies, the recordation of such assignment is not necessary to protect the
Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as mortgagee
of record solely as nominee for Mortgage Loan Seller and its successors and
assigns. In the event that the Mortgage Loan Seller, the Purchaser or the Master
Servicer gives written notice to the Trustee that a court has recharacterized
the sale of the Mortgage Loans as a financing, the Mortgage Loan Seller shall
submit or cause to be submitted for recording as specified above or, should
the
Mortgage Loan Seller fail to perform such obligations, the Master Servicer
shall
cause each such previously unrecorded assignment to be submitted for recording
as specified above at the expense of the Trust. In the event a Mortgage File
is
released to the Company or the related Servicer as a result of such Person
having completed a Request for Release, the Custodian shall, if not so
completed, complete the assignment of the related Mortgage in the manner
specified in clause (iii) above.
EXHIBIT
2
MORTGAGE
LOAN SCHEDULE INFORMATION
The
Preliminary and Final Mortgage Loan Schedules shall set forth the following
information with respect to each Mortgage Loan:
(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 Servicer’s Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) the
Trustee Fee Rate, if applicable;
(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 Lifetime Mortgage Rate, if applicable;
(v) the
Minimum Lifetime 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.
EXHIBIT
3
MORTGAGE
LOAN SELLER’S INFORMATION
All
information in the Prospectus Supplement described under the following captions:
“SUMMARY - The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE
A - Mortgage Loan Statistical Data.”
EXHIBIT
4
PURCHASER’S
INFORMATION
All
information in the Prospectus Supplement and the Prospectus, except the Mortgage
Loan Seller’s Information.
EXHIBIT
5
SCHEDULE
OF LOST NOTES
Available
Upon Request
EXHIBIT
6
REVISED
February 14, 2006
APPENDIX
E - STANDARD & POOR’S PREDATORY LENDING CATEGORIES
Standard
& Poor’s has categorized loans governed by anti-predatory lending laws in
the Jurisdictions listed below into three categories based upon a combination
of
factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note that
certain loans classified by the relevant statute as Covered are included in
Standard & Poor’s High Cost Loan Category because they included thresholds
and tests that are typical of what is generally considered High Cost by the
industry.
STANDARD
& POOR’S HIGH COST LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Arkansas
|
Arkansas
Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et
seq.
Effective
July 16, 2003
|
High
Cost Home Loan
|
Cleveland
Heights, OH
|
Ordinance
No. 72-2003 (PSH), Mun. Code §§ 757.01 et
seq.
Effective
June 2, 2003
|
Covered
Loan
|
Colorado
|
Consumer
Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et
seq.
Effective
for covered loans offered or entered into on or after January 1,
2003.
Other provisions of the Act took effect on June 7, 2002
|
Covered
Loan
|
Connecticut
|
Connecticut
Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
et
seq.
Effective
October 1, 2001
|
High
Cost Home Loan
|
District
of Columbia
|
Home
Loan Protection Act, D.C. Code §§ 26-1151.01 et
seq.
Effective
for loans closed on or after January 28, 2003
|
Covered
Loan
|
Florida
|
Fair
Lending Act, Fla. Stat. Xxx. §§ 494.0078 et
seq.
Effective
October 2, 2002
|
High
Cost Home Loan
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et
seq.
|
High
Cost Home Loan
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Effective
October 1, 2002 - March 6, 2003
|
||
Georgia
as amended (Mar. 7, 2003 - current)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et
seq.
Effective
for loans closed on or after March 7, 2003
|
High
Cost Home Loan
|
HOEPA
Section 32
|
Home
Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
§§ 226.32 and 226.34
Effective
October 1, 1995, amendments October 1, 2002
|
High
Cost Loan
|
Illinois
|
High
Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
seq.
Effective
January 1, 2004 (prior to this date, regulations under Residential
Mortgage License Act effective from May 14, 2001)
|
High
Risk Home Loan
|
Kansas
|
Consumer
Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et
seq.
Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
16a-3-308a became effective July 1, 1999
|
High
Loan to Value Consumer Loan (id.
§
16a-3-207) and;
|
High
APR Consumer Loan (id.
§
16a-3-308a)
|
||
Kentucky
|
2003
KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
et
seq.
Effective
June 24, 2003
|
High
Cost Home Loan
|
Maine
|
Truth
in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et
seq.
Effective
September 29, 1995 and as amended from time to time
|
High
Rate High Fee Mortgage
|
Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§ 32.00 et
seq.
and 209 C.M.R. §§ 40.01 et
seq.
|
High
Cost Home Loan
|
STANDARD
& POOR’S HIGH COST LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Effective
March 22, 2001 and amended from time to time
|
||
Nevada
|
Assembly
Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et
seq.
Effective
October 1, 2003
|
Home
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et
seq.
Effective
for loans closed on or after November 27, 2003
|
High
Cost Home Loan
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
seq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
High
Cost Home Loan
|
New
York
|
N.Y.
Banking Law Article 6-l
Effective
for applications made on or after April 1, 2003
|
High
Cost Home Loan
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
et
seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)
|
High
Cost Home Loan
|
Ohio
|
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev. Code
Xxx.
§§ 1349.25 et
seq.
Effective
May 24, 2002
|
Covered
Loan
|
Oklahoma
|
Consumer
Credit Code (codified in various sections of Title 14A)
Effective
July 1, 2000; amended effective January 1, 2004
|
Subsection
10 Mortgage
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code
|
High
Cost Home Loan
|
Standard
& Poor’s High Cost Loan Categorization
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Xxx.
§§ 37-23-10 et
seq.
Effective
for loans taken on or after January 1, 2004
|
||
West
Virginia
|
West
Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
Va. Code
Xxx. §§ 31-17-1 et
seq.
Effective
June 5, 2002
|
West
Virginia Mortgage Loan Act Loan
|
STANDARD
& POOR’S COVERED LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6, 2003
|
Covered
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et
seq.
Effective
November 27, 2003 - July 5, 2004
|
Covered
Home Loan
|
STANDARD
& POOR’S HOME LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6, 2003
|
Home
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et
seq.
Effective
for loans closed on or after November 27, 2003
|
Home
Loan
|
STANDARD
& POOR’S HOME LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
seq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
Home
Loan
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
et
seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)
|
Consumer
Home Loan
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx. §§ 37-23-10
et
seq.
Effective
for loans taken on or after January 1, 2004
|
Consumer
Home Loan
|
SCHEDULE
A
REQUIRED
RATINGS FOR EACH CLASS OF CERTIFICATES
Public
Certificates
Class
|
Xxxxx’x
|
S&P
|
A-1
|
Aaa
|
AAA
|
A-2
|
Aaa
|
AAA
|
A-3
|
Aa1
|
AAA
|
M-1
|
Aa2
|
AA
|
M-2
|
A1
|
A+
|
M-3
|
A2
|
A
|
B-1
|
A3
|
A-
|
B-2
|
Baa1
|
BBB+
|
B-3
|
Baa2
|
BBB
|
B-4
|
Baa3
|
BBB-
|
None
of
the above ratings has been lowered, qualified or withdrawn since the dates
of
issuance of such ratings by the Rating Agencies.
Private
Certificates
Class
|
S&P
|
Xxxxx’x
|
B-5
|
Ba2
|
BB
|
C
|
Not
Rated
|
Not
Rated
|
P
|
Not
Rated
|
Not
Rated
|
R-1
|
Not
Rated
|
Not
Rated
|
R-2
|
Not
Rated
|
Not
Rated
|
R-3
|
Not
Rated
|
Not
Rated
|
RX
|
Not
Rated
|
Not
Rated
|
EXHIBIT
M
[Reserved]
EXHIBIT
N
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicer - transaction party having borrower contact
Master
Servicer - aggregator of pool assets
Securities
Administrator - waterfall calculator
Back-up
Servicer - named in the transaction (in the event a Back up Servicer becomes
the
Primary Servicer, follow Primary Servicer obligations)
Custodian
- safe keeper of pool assets
Trustee
-
fiduciary of the transaction
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular transaction, the
trustee may perform the “paying agent” and “securities administrator” functions,
while in another transaction, the securities administrator may perform these
functions.
Where
there are multiple checks for criteria the attesting party will identify in
their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.
Key: X
- obligation
[X]
- under consideration for obligation
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Securities
Admin
|
Custodian
|
Trustee
(nominal)
|
General
Servicing Considerations
|
||||||
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
X
|
||
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
|||
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|||||
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on
the party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
|||
Cash
Collection and Administration
|
||||||
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in
the
transaction agreements.
|
X
|
X
|
X
|
||
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
X
|
||
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are
made,
reviewed and approved as specified in the transaction agreements.
|
X
|
X
|
X
|
||
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are
separately
maintained (e.g., with respect to commingling of cash) as set
forth in the
transaction agreements.
|
X
|
X
|
X
|
||
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.
|
X
|
X
|
X
|
||
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
X
|
|||
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank
clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling
items. These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the
transaction
agreements.
|
X
|
X
|
X
|
||
Investor
Remittances and Reporting
|
||||||
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and
applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance
with the
terms specified in the transaction agreements; (C) are filed
with the
Commission as required by its rules and regulations; and (D)
agree with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
X
|
X
|
||
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
X
|
||
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
||
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
X
|
X
|
||
Pool
Asset Administration
|
||||||
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|||
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
|||
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
X
|
|||
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
||||
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
||||
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
X
|
|||
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions,
as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
X
|
|||
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases
where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||||
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
||||
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||||
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that
such support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||||
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||||
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of
days
specified in the transaction agreements.
|
X
|
||||
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
X
|
|||
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements. (In this transaction there is no
external
enhancement or other support.)
|
X
|
X
|
EXHIBIT
O
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party shall
be primarily responsible for reporting the information to the party identified
as responsible for preparing the Securities Exchange Act Reports pursuant to
Section 4.18 of the Pooling and Servicing Agreement.
Under
Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders”
are required to be included in the periodic Distribution Date statement under
Section 6.06, provided by the Securities Administrator based on information
received from the party providing such information; and b) items marked “Form
10-D report” are required to be in the Form 10-D report but not the Monthly
Statements to Certificateholders, provided by the party indicated. Information
under all other Items of Form 10-D is to be included in the Form 10-D report.
All such information and any other Items on Form 8-K and Form 10-D set forth
in
this Exhibit shall be sent to the Securities Administrator and the
Depositor.
Form
|
Item
|
Description
|
Servicers
|
Master
Servicer
|
Securities
Administrator
|
Custodian
|
Trustee
(nominal)
|
Depositor
|
Sponsor
|
|
10-D
|
Must
be filed within 15 days of the distribution date for the asset-backed
securities.
|
|||||||||
1
|
Distribution
and Pool Performance Information
|
|||||||||
Item
1121(a) - Distribution and Pool Performance
Information
|
||||||||||
(1)
Any applicable record dates, accrual dates, determination dates for
calculating distributions and actual distribution dates for the
distribution period.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(2)
Cash flows received and the sources thereof for distributions, fees
and
expenses.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of the
general
purpose of such payments and the party receiving such
payments.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(iii)
Principal, interest and other distributions accrued and paid on the
asset-backed securities by type and by class or series and any principal
or interest shortfalls or carryovers.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(6)
Beginning and ending balances of transaction accounts, such as reserve
accounts, and material account activity during the period.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(8)
Number and amount of pool assets at the beginning and ending of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
X
(Monthly
Statements to Certificateholders)
|
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
||||||||
(9)
Delinquency and loss information for the period.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool assets.
(methodology)
|
X
|
|||||||||
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
(11)
Any material modifications, extensions or waivers to pool asset terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
X
|
X
|
X
(if
agreed upon by the parties)
|
X
|
||||||
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
X
|
|||||||||
information
regarding any pool asset changes (other than in connection with a
pool
asset converting into cash in accordance with its terms), such as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
|
X
|
X
|
X
|
X
|
||||||
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
X
|
X
|
||||||||
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
X
|
|||||||||
2
|
Legal
Proceedings
|
|||||||||
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
||||||||||
Sponsor
(Seller)
|
X
|
|||||||||
Depositor
|
X
|
|||||||||
Trustee
|
||||||||||
Issuing
entity
|
X
|
|||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
X
|
X
|
||||||||
Securities
Administrator
|
X
|
|||||||||
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
|||||||||
Custodian
|
X
|
|||||||||
3
|
Sales
of Securities and Use of Proceeds
|
|||||||||
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or issuing
entity, that are backed by the same asset pool or are otherwise issued
by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing information
can be omitted if securities were not registered.
|
X
|
|||||||||
4
|
Defaults
Upon Senior Securities
|
|||||||||
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any grace
period and provision of any required notice)
|
X
|
|||||||||
5
|
Submission
of Matters to a Vote of Security Holders
|
|||||||||
Information
from Item 4 of Part II of Form 10-Q
|
X
|
|||||||||
6
|
Significant
Obligors of Pool Assets
|
|||||||||
Item
1112(b) - Significant
Obligor Financial Information*
|
X
|
|||||||||
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
||||||||||
7
|
Significant
Enhancement Provider Information
|
|||||||||
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
|
||||||||||
Determining
applicable disclosure threshold
|
X
|
|||||||||
Requesting
required financial information or effecting incorporation by
reference
|
X
|
|||||||||
Item
1115(b) - Derivative Counterparty Financial
Information*
|
||||||||||
Determining
current maximum probable exposure
|
X
|
|||||||||
Determining
current significance percentage
|
X
|
|||||||||
Requesting
required financial information or effecting incorporation by
reference
|
X
|
|||||||||
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
||||||||||
8
|
Other
Information
|
|||||||||
Disclose
any information required to be reported on Form 8-K during the period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below.
|
|||||||||
9
|
Exhibits
|
|||||||||
Distribution
report
|
X
|
|||||||||
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
X
|
|||||||||
8-K
|
Must
be filed within four business days of an event reportable on Form
8-K.
|
|||||||||
1.01
|
Entry
into a Material Definitive Agreement
|
|||||||||
Disclosure
is required regarding entry into or amendment of any definitive agreement
that is material to the securitization, even if depositor is not
a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
X
|
X
|
X
|
X
|
X
|
|||||
1.02
|
Termination
of a Material Definitive Agreement
|
X
|
X
|
X
|
X
|
X
|
||||
Disclosure
is required regarding termination of any definitive agreement that
is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
||||||||||
1.03
|
Bankruptcy
or Receivership
|
|||||||||
Disclosure
is required regarding the bankruptcy or receivership, if known to
the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer, other
Servicer
servicing 20% or more of pool assets at time of report, other material
servicers, Certificate Administrator, Trustee, significant obligor,
credit
enhancer (10% or more), derivatives counterparty,
Custodian
|
X
|
X
|
X
|
X
|
X
|
X
|
||||
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
|||||||||
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are disclosed
in the Monthly Statement to Certificateholders
|
X
|
X
|
||||||||
3.03
|
Material
Modification to Rights of Security Holders
|
|||||||||
Disclosure
is required of any material modification to documents defining the
rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
X
|
X
|
||||||||
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
|||||||||
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
X
|
|||||||||
5.06
|
Change
in Shell Company Status
|
|||||||||
[Not
applicable to ABS issuers]
|
X
|
|||||||||
6.01
|
ABS
Informational and Computational Material
|
|||||||||
[Not
included in reports to be filed under Section 3.18]
|
X
|
|||||||||
6.02
|
Change
of Servicer or Trustee
|
|||||||||
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing 10%
or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee.
|
X
|
X
|
X
|
X
|
||||||
Reg
AB disclosure about any new servicer is also required.
|
X
|
|||||||||
Reg
AB disclosure about any new trustee is also required.
|
X
(to
the extent of a new trustee)
|
|||||||||
Reg
AB disclosure about any new securities administrator is also
required.
|
X
|
|||||||||
6.03
|
Change
in Credit Enhancement or Other External Support [In this transaction
there
is no external enhancement or other support.]
|
|||||||||
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as derivatives.
|
X
|
X
|
||||||||
Reg
AB disclosure about any new enhancement provider is also
required.
|
X
|
X
|
||||||||
6.04
|
Failure
to Make a Required Distribution
|
X
|
||||||||
6.05
|
Securities
Act Updating Disclosure
|
|||||||||
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
X
|
|
||||||||
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
X
|
|||||||||
7.01
|
Regulation
FD Disclosure
|
X
|
X
|
X
|
X
|
X
|
||||
8.01
|
Other
Events
|
|||||||||
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
X
|
|||||||||
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event.
|
||||||||
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
|||||||||
9B
|
Other
Information
|
|||||||||
Disclose
any information required to be reported on Form 8-K during the fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above.
|
|||||||||
15
|
Exhibits
and Financial Statement Schedules
|
|||||||||
Item
1112(b) - Significant
Obligor Financial Information
|
X
|
|||||||||
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
|
||||||||||
Determining
applicable disclosure threshold
|
X
|
|||||||||
Requesting
required financial information or effecting incorporation by
reference
|
X
|
|||||||||
Item
1115(b) - Derivative Counterparty Financial
Information
|
||||||||||
Determining
current maximum probable exposure
|
X
|
|||||||||
Determining
current significance percentage
|
X
|
|||||||||
Requesting
required financial information or effecting incorporation by
reference
|
X
|
|||||||||
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
||||||||||
Sponsor
(Seller)
|
X
|
|||||||||
Depositor
|
X
|
|||||||||
Trustee
|
||||||||||
Issuing
entity
|
X
|
|||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
X
|
X
|
||||||||
Securities
Administrator
|
X
|
|||||||||
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
|||||||||
Custodian
|
X
|
|||||||||
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
|
||||||||||
Sponsor
(Seller)
|
X
|
|||||||||
Depositor
|
X
|
|||||||||
Trustee
|
||||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
X
|
X
|
||||||||
Securities
Administrator
|
X
|
|||||||||
Originator
|
X
|
|||||||||
Custodian
|
X
|
|||||||||
Credit
Enhancer/Support Provider
|
X
|
|||||||||
Significant
Obligor
|
X
|
|||||||||
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
X
|
X
|
X
|
X
|
||||||
Item
1123 - Servicer Compliance Statement
|
X
|
X
|
EXHIBIT
P
ADDITIONAL
DISCLOSURE NOTIFICATION
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
New
York,
New York 10179
Fax:
(000) 000-0000
E-mail:
xxxxxxxxxxxxxxxxxx@xxxx.xxx
Xxxxx
Fargo Bank, N.A. as Securities Administrator
0000
Xxx
Xxxxxxxxx Xxxx
Columbia,
Maryland 21045
Fax:
(000) 000-0000
E-mail:
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn:
Corporate Trust Services - BSABS I 2006-AC4-SEC REPORT PROCESSING
RE:
**Additional Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section 4.18 of the Pooling and Servicing Agreement, dated
as of
June 1, 2006, among EMC Mortgage Corporation, as Seller and Company, Xxxxx
Fargo
Bank, National Association, as Master Servicer and Securities Administrator
and
U.S. Bank National Association as Trustee. The Undersigned, as Securities
Administrator, hereby notifies you that certain events have come to our
attention that [will][may] need to be disclosed on Form [ ].
Description
of Additional Form [ ]
Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this notification should be directed to [ ], phone
number: [ ]; email address:
[ ].
[NAME
OF PARTY]
as
[role]
|
||
By:
|
||
Name:
|
||
Title:
|
EXHIBIT
Q-1
AMERICAN
HOME SERVICING AGREEMENT
EMC
MORTGAGE CORPORATION
Purchaser,
AMERICAN
HOME MORTGAGE CORP.
Company,
AMERICAN
HOME MORTGAGE SERVICING, INC.
Servicer,
PURCHASE,
WARRANTIES AND SERVICING AGREEMENT
Dated
as
of March 1, 2006
(Fixed
and Adjustable Rate Mortgage Loans)
This
is a
Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006 and
is
executed by and among EMC MORTGAGE CORPORATION, as Purchaser, with offices
located at Mac Xxxxxx Xxxxx XX, 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx,
Xxxxx
00000 (the "Purchaser"), American
Home Mortgage Corp., with offices located at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx,
Xxx
Xxxx 00000
(the
"Company"), and American Home Mortgage Servicing, Inc., with offices located
at
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the
"Servicer").
W I T N E
S S E T H
:
WHEREAS,
the Purchaser has heretofore agreed to purchase from the Company and the
Company
has heretofore agreed to sell to the Purchaser, from time to time, certain
Mortgage Loans on
a
servicing retained basis;
WHEREAS,
each of the Mortgage Loans is secured by a mortgage, deed of trust or other
security instrument creating a first lien on a residential dwelling located
in
the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed
to
the related Term Sheet; and
WHEREAS,
the Purchaser, the Company and the Servicer wish to prescribe the
representations and warranties of the Company and the Servicer with respect
to
themselves, respectively, and the Mortgage Loans and the management and
servicing of the Mortgage Loans;
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth,
and
for other good and valuable consideration, the receipt and adequacy of which
is
hereby acknowledged, the Purchaser and the Company agree as
follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meaning specified in this
Article:
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, those mortgage servicing practices (including
collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction
where
the related Mortgaged Property is located, and which are in accordance with
Xxxxxx Xxx servicing practices and procedures, for MBS pool mortgages, as
defined in the Xxxxxx Xxx Guides including future updates.
Adjustment
Date:
As to
each adjustable rate Mortgage Loan, the date on which the Mortgage Interest
Rate
is adjusted in accordance with the terms of the related Mortgage
Note.
Agreement:
This
Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised
Value:
With
respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the time of
origination of the Mortgage Loan by an appraiser who met the requirements
of the
Company and Xxxxxx Xxx.
Assignment:
An
individual assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the
sale
or transfer of the Mortgage Loan.
BIF:
The
Bank Insurance Fund, or any successor thereto.
Business
Day:
Any day
other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State
of
New York, or (iii) a day on which banks in the State of New York are authorized
or obligated by law or executive order to be closed.
Closing
Date:
With
respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The
Internal Revenue Code of 1986, or any successor statute thereto.
Commission
or SEC:
The
Securities and Exchange Commission.
Company:
American Home Mortgage Corp., its successors in interest and assigns, as
permitted by this Agreement.
Company's
Officer's Certificate:
A
certificate signed by the President, the Executive Vice President or Treasurer
of Company stating the date by which Company expects to receive any missing
documents sent for recording from the applicable recording office.
Condemnation
Proceeds:
All
awards or settlements in respect of a Mortgaged Property, whether permanent
or
temporary, partial or entire, by exercise of the power of eminent domain
or
condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan Documents.
Confirmation:
The
trade confirmation letter between the Purchaser and the Company which relates
to
the Mortgage Loans.
Consumer
Information:
Information
including, but not limited to, all personal information about Xxxxxxxxxx
that is
supplied to the Purchaser by or on behalf of the Company.
Co-op
Lease:
With
respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by
the Mortgagor and relating to the stock allocated to the related dwelling
unit.
Co-op
Loan:
A
Mortgage Loan secured by the pledge of stock allocated to a dwelling unit
in a
residential cooperative housing corporation and a collateral assignment of
the
related Co-op Lease.
Current
Appraised Value: With
respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the Company (by an appraiser who met the requirements
of the
Company and Xxxxxx Xxx) at the request of a Mortgagor for the purpose of
canceling a Primary Mortgage Insurance Policy in accordance with federal,
state
and local laws and regulations or otherwise made at the request of the Company
or Mortgagor.
Current
LTV: The
ratio
of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
Value of the Mortgaged Property.
Custodial
Account:
Each
separate demand account or accounts created and maintained pursuant to Section
4.04 which shall be entitled "[_____________________], in trust for the
[Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established
in an Eligible Account, in the name of the Person that is the "Purchaser"
with
respect to the related Mortgage Loans.
Custodian:
With
respect to any Mortgage Loan, the entity stated on the related Term Sheet,
and
its successors and assigns, as custodian for the Purchaser.
Cut-off
Date:
With
respect to any Mortgage Loan, the date stated on the related Term Sheet.
Delinquency
Recognition Policies:
The
generally accepted industry standard that defines the proper means of reporting
delinquency status (such as MBA versus OTS reporting methodology) and the
processing standard for addressing residential mortgage loans of the same
type
as the Mortgage Loans at various stages throughout default (such as Xxxxxx
Xxx
Guide or FHLMC Guide standards).
Depositor:
The
depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transaction.
Determination
Date:
The
15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the related Remittance
Date.
Due
Date:
The day
of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
of any days of grace, which is the first day of the month.
Due
Period:
With
respect to any Remittance Date, the period commencing on the second day of
the
month preceding the month of such Remittance Date and ending on the first
day of
the month of the Remittance Date.
Eligible
Account:
An
account established and maintained: (i) within FDIC insured accounts created,
maintained and monitored by the Servicer so that all funds deposited therein
are
fully insured, or (ii) as a trust account with the corporate trust department
of
a depository institution or trust company organized under the laws of the
United
States of America or any one of the states thereof or the District of Columbia
which is not affiliated with the Company or the Servicer (or any sub-servicer)
or (iii) with an entity which is an institution whose deposits are insured
by
the FDIC, the unsecured and uncollateralized long-term debt obligations of
which
shall be rated “A2” or higher by Standard & Poor’s and “A” or higher by
Fitch, Inc. or one of the two highest short-term ratings by any applicable
Rating Agency, and which is either (a) a federal savings association duly
organized, validly existing and in good standing under the federal banking
laws,
(b) an institution duly organized, validly existing and in good standing
under
the applicable banking laws of any state, (c) a national banking association
under the federal banking laws, or (d) a principal subsidiary of a bank holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by
mortgaged-backed securities, the equivalent required ratings of each Rating
Agency, and held such that the rights of the Purchaser and the owner of the
Mortgage Loans shall be fully protected against the claims of any creditors
of
the Company or the Servicer (or any sub-servicer) and of any creditors or
depositors of the institution in which such account is maintained or (v)
in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. In the event that a Custodial Account is established pursuant
to
clause (iii), (iv) or (v) of the preceding sentence, the Servicer shall provide
the Purchaser with written notice on the Business Day following the date
on
which the applicable institution fails to meet the applicable ratings
requirements.
Eligible
Institution:
An
institution having (i) the highest short-term debt rating, and one of the
two
highest long-term debt ratings of each Rating Agency; or (ii) with respect
to
any Custodial Account, an unsecured long-term debt rating of at least one
of the
two highest unsecured long-term debt ratings of each Rating Agency.
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 "__________________, in trust for the [Purchaser],
Owner of Adjustable Rate 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.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
Xxxxxx
Xxx: The
Federal National Mortgage Association, or any successor thereto.
Xxxxxx
Xxx Guide(s):
The
Xxxxxx Xxx 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.
First
Remittance Date:
With
respect to any Mortgage Loan, the Remittance Date occurring in the month
following the month in which the related Closing Date occurs.
GAAP:
Generally accepted accounting principles, consistently applied.
HUD:
The
United States Department of Housing and Urban Development or any successor
thereto.
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.
Lifetime
Rate Cap:
As to
each adjustable rate 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.
Master
Servicer:
With
respect to any Securitization Transaction, the “master servicer,” if any,
identified in the related transaction documents.
Monthly
Advance:
The
aggregate of the advances made by the Servicer 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 described in 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.
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)
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the
Company's Mortgage Loan identifying number;
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(2)
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the
Mortgagor's first and last name;
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(3)
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the
street address of the Mortgaged Property including the city,
state and zip
code;
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(4)
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a
code indicating whether the Mortgaged Property is owner-occupied,
a second
home or an investor property;
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(5)
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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)
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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;
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(8)
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the
Sales Price, if applicable, Appraised Value and Loan-to-Value
Ratio, at
origination;
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(9)
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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;
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(10)
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the
Origination Date of the Mortgage Loan;
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(11)
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the
stated maturity date;
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(12)
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the
amount of the Monthly Payment at origination;
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(13)
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the
amount of the Monthly Payment as of the related Cut-off
Date;
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(14)
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the
original principal amount of the Mortgage Loan;
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(15)
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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;
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(16)
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a
code indicating the purpose of the Mortgage Loan (i.e., purchase,
rate and
term refinance, equity take-out refinance);
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(17)
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a
code indicating the documentation style (i.e. full, alternative,
etc.);
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(18)
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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;
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(19)
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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 currently
convertible
and the conversion spread;
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(22)
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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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(23)
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product
type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
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(24)
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credit
score and/or mortgage score, if applicable;
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(25)
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[reserved];
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(26)
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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;
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(27)
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the
Current Appraised Value of the Mortgage Loan and Current LTV,
if
applicable;
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(28)
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whether
such Mortgage Loan is a “Home Loan”, “Covered Home Loan”, “Manufactured
Housing” or “Home Improvement Loan” as defined in the
New Jersey Home Ownership Security Act of 2002; and
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(29)
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whether
the Mortgage Loan has a mandatory arbitration
clause.
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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.
Nonrecoverable
Advance:
Any
portion of a Monthly Advance or Servicing Advance previously made or proposed
to
be made by the Servicer pursuant to this Agreement, that, in the good faith
judgment of the Servicer, 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.
OCC:
Office
of the Comptroller of the Currency, or any successor thereto.
Officers'
Certificate:
A
certificate signed by the President, an Executive Vice President or a Vice
President or by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of the Person on behalf of whom such
certificate is being 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.
OTS:
Office
of Thrift Supervision, or any successor thereto.
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;
(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
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 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
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.
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 related 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 Xxx, all
as in
effect on the date the Mortgage Loan was originated.
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.
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in
which
the related Mortgaged Property is 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:
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.
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," 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 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 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 reasonably 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.
Sales
Price: With
respect to any Mortgage Loan the proceeds of which were used by the Mortgagor
to
acquire the related Mortgaged Property, the amount paid by the related Mortgagor
for such Mortgaged Property.
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.
Servicer:
American Home Mortgage Servicing, Inc., its successors in interest and assigns,
as permitted by this Agreement.
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, 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 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 or the Servicer 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 Servicer
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
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 Servicer 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).
Servicing
Fee:
With
respect to each Mortgage Loan, the amount of the annual fee the Purchaser
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 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 Servicer, or as otherwise provided under Section 4.05 and in accordance
with
the Xxxxxx Xxx Guide(s). Any fee payable to the Servicer 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 Term Sheet.
Servicing
File:
With
respect to each Mortgage Loan, the file retained by the Servicer 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 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 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.
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 Servicer
or
a
Subservicer.
Subservicer:
Any
Person that services Mortgage Loans on behalf of the Company or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any
Reconstitution Agreement that are identified in Item 1122(d) of Regulation
AB.
Any subservicer shall meet the qualifications set forth in Section
4.01.
Subservicing
Agreement:
An
agreement between the Servicer 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, the Servicer 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.
Third-Party
Originator:
Each
Person, other than a Qualified Correspondent, that originated Mortgage Loans
acquired by the Company.
ARTICLE
II
PURCHASE
OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD
TITLE AND POSSESSION OF MORTGAGE FILES;
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 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
Servicer. 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 the Servicer
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 Servicer 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 Servicer to the
Purchaser.
Section
2.03 Servicing
of Mortgage Loans.
Simultaneously
with the execution and delivery of each Term Sheet, the Servicer 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, on a servicing retained basis,
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 Servicer 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 Servicer is at the will
of
the Purchaser, for the sole purpose of servicing the related Mortgage Loan,
and
such retention and possession by the Servicer 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
and the Servicer shall be received and held by the Company and the Servicer,
as
applicable, in trust for the benefit of the Purchaser as the owner of the
Mortgage Loans. Any portion of the Mortgage Files retained by the Servicer
shall
be appropriately identified in the Servicer's computer system to clearly
reflect
the ownership of the Mortgage Loans by the Purchaser. The Servicer 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 Servicer'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 shall be reflected on the Company's balance sheet and
other financial statements as a sale of assets by the Company. The Company
shall
be responsible for maintaining, and shall maintain, a complete set of books
and
records for 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 Xxx 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
Servicer 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 and the Servicer 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 or the Servicer,
as
applicable, and without cost to Company or the Servicer, as applicable, 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
Servicer shall keep at its servicing office books and records in which, subject
to such reasonable regulations as it may prescribe, the Servicer 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 and 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 Company
or the Servicer, as applicable, in accordance with this Section 2.06 and
the
books and records of the Servicer 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 and the Servicer, as applicable, 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 Servicer, as applicable. The
Purchaser also shall advise the Company and the Servicer, as applicable,
of the
transfer. Upon receipt of notice of the transfer, the Company and the Servicer
shall mark their respective 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.
Each
of
the Company and the Servicer must have an internal quality control program
that,
among other things, verifies, on a regular basis, the existence and accuracy
of
the legal documents, credit documents, property appraisals, and underwriting
decisions. These programs must be capable of evaluating and monitoring the
overall quality of the Company’s and the Servicer’s respective loan production
and servicing activities. These programs 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 Near-term
Principal Prepayments; Near Term Payment Defaults
In
the
event any Principal Prepayment is made by a Mortgagor on or prior to three
months 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 or the
Servicer.
In
the
event either of the first three (3) scheduled Monthly Payments which are
due the
Purchaser 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 Section
3.03.
Section
2.10 Modification
of Obligations.
Purchaser
may, without any notice to Company or the Servicer, extend, compromise, renew,
release, change, modify, adjust or alter, by operation of law or otherwise,
any
of the obligations of the Mortgagors or other persons obligated under a Mortgage
Loan without releasing or otherwise affecting the obligations of Company
and the
Servicer under this Agreement, or with respect to such Mortgage Loan, except
to
the extent Purchaser’s extension, compromise, release, change, modification,
adjustment, or alteration affects the Company’s or the Servicer’s ability to
collect the Mortgage Loan or realize on the security of the Mortgage, but
then
only to the extent such action has such effect.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF
THE
COMPANY AND THE SERVICER;
REPURCHASE;
REVIEW OF MORTGAGE LOANS
Section
3.01 Representations
and Warranties of the Company and the Servicer.
Each
of
the Company and the Servicer, to the extent set forth in this Section 3.01,
hereby represent, warrant and covenant to the Purchaser that, as of the related
Closing Date or as of such date specifically provided herein:
(a) Each
of
the Company and the Servicer are a corporation, duly organized, validly existing
and in good standing under the laws of their respective jurisdictions of
incorporation or formation and have all licenses necessary to carry out their
respective 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 the Company or the Servicer
by any
such state, and in any event each of the Company and the Servicer are 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)
Each
of the Company and the Servicer have the full corporate 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
and the Servicer,
as
applicable, enforceable against it in accordance with its terms, and all
requisite corporate action has been taken by the Company and the Servicer
to
make this Agreement and the related Term Sheet and all agreements contemplated
hereby valid and binding upon the Company and the Servicer, as applicable,
in
accordance with their terms;
(c)
Neither the execution and delivery of this Agreement and the related Term
Sheet
by the Company and the Servicer, 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, nor 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 and the Servicer’s, as applicable, 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 or the Servicer, as applicable, 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 the Servicer, or their respective
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 or the Servicer’s, as applicable, knowledge, threatened, or any order
or decree outstanding, with respect to the Company or the Servicer, as
applicable, 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 and the Servicer, as
applicable.
(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
or
the Servicer, as applicable, of or compliance by the Company or the Servicer
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 or the Servicer,
as
applicable, 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 by the Servicer
in
all
material respects with Accepted Servicing Practices. With respect to escrow
deposits and payments that the Servicer, on behalf of an investor, is entitled
to collect, all such payments are in the possession of, or under the control
of,
the Servicer, 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 of residential mortgage loans for Xxxxxx Xxx,
FHLMC and HUD. 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 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 Xxx or
FHLMC.
The Servicer
is
an
approved servicer of residential mortgage loans for Xxxxxx Xxx, FHLMC and
HUD,
with such facilities, procedures and personnel necessary for the sound servicing
of such mortgage loans. The Servicer 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 service mortgage loans for Xxxxxx Xxx
and
FHLMC and no event has occurred which would make Servicer unable to comply
with
eligibility requirements or which would require notification to either Xxxxxx
Xxx or FHLMC;
(k) Neither
the Company nor the Servicer believe, nor do they have any cause or reason
to
believe, that they cannot perform each and every one of their respective
covenants 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 inaccurate or misleading in any material
respect;
(m)
The
Servicer 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 Servicer, 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 servicing policies and procedures of the Servicer, business,
operations, financial condition, properties or assets of the Company or the
Servicer since the date of the financial statements referenced hereunder
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;
(p) As
of the
date of each Securitization Transaction, 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 or the Servicer;
(2) no material noncompliance with applicable servicing criteria as to any
other
securitization has occurred, been disclosed or reported by the Company or
the
Servicer; (3) neither the Company nor the Servicer has been terminated as
servicer in a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance test or trigger;
(4) no material changes to the Company’s or the Servicer’s servicing policies
and procedures for similar loans has occurred in the preceding three years;
(5)
there are no aspects of the Company’s or the Servicer’s financial condition that
could have a material adverse impact on the performance by the Company or
the
Servicer, as applicable, of its obligations hereunder; (6) there are no legal
proceedings pending, or known to be contemplated by governmental authorities,
against the Company or the Servicer that could be material to investors in
the
securities issued in such Securitization Transaction; and (7) there are no
affiliations, relationships or transactions relating to the Company or the
Servicer of a type that are described under Item 1119 of Regulation
AB;
(q) If
so
requested by the Purchaser or any Depositor on any date, the Company and
the
Servicer shall, within five (5) Business Days following such request, confirm
in
writing the accuracy of the representations and warranties 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;
(r) Notwithstanding
anything to the contrary in the Agreement, the Company and the Servicer shall
(or shall cause each Subservicer and Third-Party Originator to) (i) immediately
notify the Purchaser, any Master Servicer and any Depositor in writing of
(A)
any material litigation or governmental proceedings pending against the Company,
the Servicer, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of
a
Securitization Transaction between the Company, the Servicer, any Subservicer
or
any Third-Party Originator and any of the parties specified in clause (7)
of
paragraph (p) 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 or 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 Purchaser and any Depositor a description of such proceedings,
affiliations or relationships.
All
notification pursuant to this Section 3.01(r) should be sent by e-mail
transmission to xxxXXxxxxxxxxxxxxx@xxxx.xxx,
and
additionally as specified below.
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
Lewisville,
TX 75067-3884
Attention:
Conduit Seller Approval Dept.
Facsimile:
(000) 000-0000
Email:
xxxxxxxxxxxxxx@xxxx.xxx
With
a
copy to:
Bear,
Xxxxxxx & Co. Inc.
000
Xxxxxxx Xxxxxx, 3rd Floor
New,
York, NY 10179
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
Irving,
TX 75038
Attention:
Associate General Counsel for Loan Administration
Facsimile:
(000) 000-0000
With
copies to:
Bear,
Xxxxxxx & Co. Inc.
000
Xxxxxxx Xxxxxx, 3rd Floor
New,
York, NY 10179
Attention:
Global Credit Administration
Facsimile:
(000) 000-0000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Lewisville,
TX 75067-3884
Attention:
Conduit Seller Approval Dept.
Facsimile:
(000) 000-0000
Email:
xxxxxxxxxxxxxx@xxxx.xxx
(s) 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
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, 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.
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).
Each of the Company and the Servicer (but with respect to the Servicer, only
to
the extent expressly set forth in this Section 3.02), hereby represent 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. 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 Servicer'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 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 a Qualified Insurer, against loss by fire, hazards of extended
coverage and such other hazards as are provided for in the Xxxxxx Xxx 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 a Qualified Insurer. 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. None of the Company, the Servicer (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)
Each
Mortgage
Loan complies with, and the Company has complied with, applicable local,
state
and federal laws, regulations and other requirements including, without
limitation, usury, equal credit opportunity, real estate settlement procedures,
the Federal Truth-In-Lending Act, disclosure laws and all predatory and abusive
lending laws and consummation of the transactions contemplated hereby, including
without limitation, the receipt of interest by the owner of such Mortgage
Loan,
will not involve the violation of any such laws, rules or regulations. None
of
the Mortgage Loans are (a) Mortgage Loans subject to 12 CFR Part 226.31,
12 CFR
Part 226.32 or 226.34 of Regulation Z, the regulation implementing TILA,
which
implements the Home Ownership and Equity Protection Act of 1994, as amended,
or
(b) except as may be provided in subparagraph (c) below, classified and/or
defined, as a “high cost”, “threshold”, “predatory” “high risk home loan” or
“covered” loan (or a similarly classified loan using different terminology under
a law imposing additional legal liability for mortgage loans having high
interest rates, points and or/fees) under any other state, federal or local
law
including, but not limited to, the States of Georgia, New York, North Carolina,
Arkansas, Kentucky or New Mexico, (c) Mortgage Loans subject to the New Jersey
Home Ownership Security Act of 2002 (the “Act”), unless such Mortgage Loan is a
(1) “Home Loan” as defined in the Act that is a first lien Mortgage Loan, which
is not a “High Cost Home Loan” as defined in the Act or (2) “Covered Home Loan”
as defined in the Act that is a first lien purchase money Mortgage Loan,
which
is not a High Cost Home Loan under the Act, or (d) secured by Mortgaged Property
in the Commonwealth of Massachusetts with a loan application date on or after
November 7, 2004 that refinances a mortgage loan that is less than sixty
(60)
months old, unless such Mortgage Loan (1) is on an investment property, (ii)
meets the requirements set forth in the Code of Massachusetts Regulation
(“CMR”), 209 CMR 53.04(1)(b), or (iii) meets the requirements set forth in the
209 CMR 53.04(1)(c). In addition to and notwithstanding anything to the contrary
herein, no Mortgage Loan for which the Mortgaged Property is located in New
Jersey is a Home Loan as defined in the Act that was made, arranged, or assigned
by a person selling either a manufactured home or home improvements to the
Mortgaged Property or was made by an originator to whom the Mortgagor was
referred by any such seller. Each Mortgage Loan is being (and has been) serviced
in accordance with Accepted Servicing Practices and applicable state and
federal
laws, including, without limitation, the Federal Truth-In-Lending Act and
other
consumer protection laws, real estate settlement procedures, usury, equal
credit
opportunity and disclosure laws. Company shall maintain in its possession,
available for the Purchaser’s inspection, as appropriate, and shall deliver to
the Purchaser or its designee upon demand, evidence of compliance with all
such
requirements;
(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, the Servicer
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 the Servicer’s
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 Xxx 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)
Other
than a Monthly Payment due but not delinquent (as provided in Section 3.02(c)
herein) and in such case, only if specified on the related Mortgage Loan
Schedule, 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 Xxx or FHLMC;
(v)
All
parties which have had any legal 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 who invest
in
mortgage loans of the type similar to the Mortgage Loans 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
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 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)
(INTENTIONALLY LEFT BLANK)
(gg)
(INTENTIONALLY LEFT BLANK)
(hh) In
the
event the Mortgage Loan had an LTV at origination 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 was 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. 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. 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 (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; The mortgage
interest rate for the Mortgage Loan as set forth on the related Mortgage
Loan
Schedule is net of any such insurance premium. None of the Mortgage Loans
are
subject to “lender-paid” mortgage insurance;
(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) 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 was 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;
(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;
(xx)
There is no Mortgage Loan that was originated on or after October 1, 2002
and
before March 7, 2003, which is secured by property located in the State of
Georgia;
(yy)
[reserved];
(zz)
No
borrower was encouraged or required to select a Mortgage Loan product offered
by
the Mortgage Loan’s originator which is a higher cost product designed for less
creditworthy borrowers, unless at the time of the Mortgage Loan’s origination,
such borrower did not qualify taking into account credit history and
debt-to-income ratios for a lower-cost credit product then offered by the
Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
If, at the time of loan application, the borrower may have qualified for
a
lower-cost credit product then offered by any mortgage lending affiliate
of the
Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
borrower’s application to such affiliate for underwriting
consideration;
(aaa) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the borrower’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the borrower’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the borrower had a reasonable ability to make timely
payments on the Mortgage Loan;
(bbb) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a premium upon a prepayment prior to maturity: (i) prior to the loan’s
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction, (ii) prior
to the
loan’s origination, the borrower was offered the option of obtaining a mortgage
loan that did not require payment of such a premium, (iii) the prepayment
premium is disclosed to the borrower in the loan documents pursuant to
applicable state and federal law, and (iv) notwithstanding any state or federal
law to the contrary, the Servicer shall not impose such prepayment premium
in
any instance when the mortgage debt is accelerated as the result of the
borrower’s default in making the loan payments;
(ccc) No
borrower was required to purchase any credit life, disability, accident or
health insurance product as a condition of obtaining the extension of credit.
No
borrower obtained a prepaid single-premium credit life, disability, accident
or
health insurance policy in connection with the origination of the Mortgage
Loan;
No proceeds from any Mortgage Loan were used to purchase or finance single
premium credit insurance policies as part of the origination of, or as a
condition to closing, such Mortgage Loan;
(ddd) The
Servicer will
transmit full-file credit reporting data for each Mortgage Loan pursuant
to the
Xxxxxx Xxx Selling Guide and that for each Mortgage Loan, the Servicer agrees
it
shall report one of the following statuses each month as follows: new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or
charged-off,
(eee)
[reserved];
(fff)
With
respect to any Mortgage Loan originated on or after August 1, 2004 and
underlying the security, neither the related Mortgage nor the related Mortgage
Note requires the borrower to submit to arbitration to resolve any dispute
arising out of or relating in any way to the mortgage loan transaction;
(ggg)
No
Mortgage Loan is secured by Mortgaged Property in the Commonwealth of
Massachusetts with a loan application date on or after November 7, 2004 that
refinances a mortgage loan that is less than sixty (60) months old, unless
such
Mortgage Loan (1) is on an investment property, (ii) meets the requirements
set
forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or
(iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);
(hhh)
For any Mortgage Loan with Mortgaged Property located in Texas which is a
second
lien and the interest rate is in excess of 10% where terms of the Mortgage
Note
contain a provision for which the Mortgagor may be entitled to prepaid interest
upon payoff, no Mortgagor paid any administrative fees, points, or loan
origination fees which would actually result in any prepaid interest being
due
the Mortgagor under the terms of the Mortgage Note;
(iii)
The Company and the Servicer have complied with all applicable anti-money
laundering laws and regulations, including without limitation the USA Patriot
Act of 2001 (collectively, the Anti-Money Laundering Laws"). The Company
and the Servicer have each established an anti-money laundering compliance
program as required by the Anti-Money Laundering Laws and has conducted the
requisite due diligence in connection with the origination of each Mortgage
Loan
for the purposes of the Anti-Money Laundering Laws. The Company and
the Servicer further represent that each takes reasonable efforts to determine
whether any Mortgagor appears on any list of blocked or prohibited parties
designated by the U.S. Department of Treasury; and
(jjj)
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.
Section
3.03 Repurchase.
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 any of the Company,
the Servicer 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 or the Servicer, as applicable, 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 and the Servicer,
as
applicable, hereby covenant and agree 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.
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. Notwithstanding anything to the contrary contained herein,
it
is understood by the parties hereto that a breach of the representations
made in
Section 3.02 (h ),
(xx),
(yy), (zz), (aaa), (bbb), (ccc), (fff), (ggg) or (iii) will be deemed to
materially and adversely affect the value of the related Mortgage Loan or
the
interest of Purchaser therein.
It
is
understood and agreed that the obligation of the Company and the Servicer,
as
applicable, set forth in this Section 3.03 to cure or repurchase 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 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 or the Servicer, as applicable, 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 the Servicer or notice thereof
by the
Purchaser to the Company or the Servicer, (ii) failure by the Company or
the
Servicer, as applicable, to cure such breach or repurchase such Mortgage
Loan as
specified above, and (iii) demand upon the Company or the Servicer, as
applicable, by the Purchaser for compliance with this Agreement.
Section
3.04 Representations
and Warranties of the Purchaser.
The
Purchaser represents, warrants and convenants to the Company and the Servicer
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 exempt or not required under applicable
law
to effect such qualification or license;
(b) The
Purchaser has full corporate power and authority and legal right 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, and this Agreement and the related Term Sheet and any agreements
contemplated hereby, constitutes a legal, valid and binding obligation of
the
Purchaser, enforceable against it in accordance with its terms, and all
requisite corporate action has been taken by the Purchaser to make this
Agreement and the related Term Sheet and all agreements contemplated hereby
valid and binding upon the Purchaser, in accordance with their
terms;
(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, legal proceeding or governmental investigation 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 hereunder, 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 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 one of its covenants contained in this
Agreement and the related Term Sheet.
The
Purchaser shall indemnify the Company and the Servicer, as applicable, and
hold
them 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 Company and the Servicer as provided herein
constitute the sole remedies of the Company and the Servicer respecting a
breach
of the foregoing representations and warranties.
ARTICLE
IV
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
Section
4.01 Servicer
to Act as Servicer.
The
Servicer,
as
independent contract servicer, shall service and administer the Mortgage
Loans
in accordance with this Agreement and 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 Servicer 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. 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 and the related Term Sheet, the Servicer 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, 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 Xxx
Guides,
the provisions of this Agreement and the related Term Sheet shall control
and be
binding upon the Purchaser and the Servicer.
Consistent
with the terms of this Agreement and the related Term Sheet, 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
Purchaser, provided, however, that unless the Servicer has obtained the prior
written consent of the Purchaser, the Servicer 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 Servicer 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 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. Notwithstanding anything
herein to the contrary, the Servicer 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, if required.
Notwithstanding
anything in this Agreement to the contrary, if any Mortgage Loan becomes
subject
to a Securitization Transaction, the servicing provisions set forth in the
related Reconstitution Agreement shall govern the servicing of such Mortgage
Loans to the extent such terms contradict the servicing provisions set forth
in
this Agreement, including but not limited to the servicing provisions of
Articles IV, V and VI hereof.
Notwithstanding
anything in this Agreement to the contrary, if any Mortgage Loan becomes
subject
to a Securitization Transaction, the Servicer (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 Servicer, 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 “contributions” after the startup date under
the REMIC Provisions.
Prior
to
taking any action with respect to the Mortgage Loans subject to a Securitization
Transaction, which is not contemplated under the terms of this Agreement,
the
Servicer will obtain an Opinion of Counsel reasonably acceptable to the trustee
in such Securitization Transaction 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 Servicer shall not
take any such actions as to which it has been advised that an Adverse REMIC
Event could occur.
The
Servicer shall not permit the creation of any “interests” (within the meaning of
Section 860G of the Code) in any REMIC. The Servicer 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 Servicer shall employ
Accepted Servicing Practices, giving due consideration to the Purchaser's
reliance on the Servicer. 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
Servicer as servicer.
The
Mortgage Loans may be subserviced by a Subservicer on behalf of the Servicer
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 Xxx or for seller/servicers imposed by Xxxxxx Xxx or FHLMC,
or
which would require notification to Xxxxxx Xxx 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 Servicer may perform any of its
servicing responsibilities hereunder or may cause the Subservicer to perform
any
such servicing responsibilities on its behalf, but the use by the Servicer
of
the 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 the Subservicer as fully as if such acts and omissions were
those
of the Servicer. The Servicer shall pay all fees and expenses of the Subservicer
from its own funds, and the Subservicer's fee shall not exceed the Servicing
Fee. Servicer shall notify Purchaser promptly in writing upon the appointment
of
any Subservicer.
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 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 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 4.13, 8.04, 9.01 or 10.01 and
if
requested to do so by the Purchaser, the Servicer shall at its own cost and
expense terminate the rights and responsibilities of the 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 the Subservicer from the Servicer's own funds without
reimbursement from the Purchaser.
Notwithstanding
any of the provisions of this Agreement relating to agreements or arrangements
between the Servicer and the Subservicer or any reference herein to actions
taken through the Subservicer or otherwise, the Servicer 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 Servicer shall be entitled to enter
into
an agreement with the Subservicer for indemnification of the Servicer by
the
Subservicer and nothing contained in this Agreement shall be deemed to limit
or
modify such indemnification. The Servicer 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 Servicer 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 Servicer pursuant to this
Agreement, the Servicer 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 Servicer 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. Further, the Servicer 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.
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. If a Prepayment Charge is waived, but does not
meet
the standards described above, then the Servicer is required to pay the amount
of such waived Prepayment Charge by remitting such amount to the Purchaser
by
the Remittance Date.
Section
4.03 Realization
Upon Defaulted Mortgage
The
Servicer shall use its best efforts, consistent with the procedures that
the
Servicer 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. In
determining the delinquency status of any Mortgage Loan, the Servicer will
use
Delinquency Recognition Policies, and shall revise these policies as reasonably
requested by the Purchaser from time to time. 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, subject to state and federal law and
regulation. The Servicer 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 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
Purchaser 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 obtain prior approval of Purchaser as to
repair
or restoration expenses in excess of ten thousand dollars ($10,000). The
Servicer shall notify the Purchaser in writing of the commencement of
foreclosure proceedings and not less than five (5) days prior to the acceptance
or rejection of any offer of reinstatement. The Servicer 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 Servicer 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 Servicer 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 Servicer
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 Servicer 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 Servicer shall on the date said termination takes effect be reimbursed
for any unreimbursed Monthly Advances of the Servicer'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 Servicer, 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 Servicer 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. The Servicer 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 Servicer shall either itself or through
an agent selected by Servicer, 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, Servicer shall perform the tax withholding and
reporting related to Sections 1445 and 6050J of the Code.
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. The
Custodial Account shall be an Eligible Account. Funds shall be deposited
in the
Custodial Account within two (2) Business Days hours of receipt, and 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 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 Purchaser on the Closing Date,
and
upon the request of any subsequent Purchaser.
The
Servicer 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 Servicer in connection with any REO
Property pursuant to Section 4.13 and in connection therewith, the Servicer
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 Servicer’s aggregate Servicing Fee received
with respect to the related Prepayment Period;
(ix)
any
amounts required to be deposited by the Servicer pursuant to Section 4.10
in
connection with the deductible clause in any blanket hazard insurance policy,
such deposit shall be made from the Servicer'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 Servicer
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
Servicer and the Servicer 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 Custodial Account.
The
Servicer 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 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,
it being understood that, in the case of such reimbursement, the Servicer'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 Servicer'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 Servicer's right to reimburse itself pursuant to this subclause
(iii)
with respect to any defaulted 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
and only
to the extent that the aggregate of Liquidation Proceeds and Insurance Proceeds
with respect to such Mortgage Loan, after any reimbursement to the Servicer,
exceeds the outstanding Stated Principal Balance of such Mortgage Loan plus
accrued and unpaid interest thereon at the related Mortgage Rate less the
Servicing Fee Rate to but not including the date of payment (in any event,
the
aggregate amount of servicing compensation received by a Subservicer and
the
Servicer with respect to any defaulted Monthly Payment shall not exceed the
applicable Servicing Fee);
(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 Servicer;
(vi) to
clear
and terminate the Custodial Account upon the termination of this Agreement;
and
(vii) to
reimburse itself for Nonrecoverable Advances to the extent not reimbursed
pursuant to clause (ii) or clause (iii).
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. 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 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 Purchaser on the Closing Date, and upon
request to any subsequent purchaser.
The
Servicer 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
Servicer 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 Servicer 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 Servicer
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 Servicer 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 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 accordance with the terms of this
Agreement;
(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
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 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 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 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 at the time they first become 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. Notwithstanding
anything else contained herein, it is agreed that Servicer will not be required
to pay any such bills for ground rents, taxes, assessments, water rates and
other charges if the Mortgage does not provide for Escrow Payments until
such time at which such unpaid amounts would be considered delinquent or
result in a superior lien being imposed on the Mortgaged Property or
otherwise impair Purchaser's interest in the Mortgaged Property.
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 terminated
only
with the approval of Purchaser, or as required by applicable law or regulation.
The Servicer 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 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.
The
Servicer 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 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
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
Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
insurance with extended coverage as is acceptable to Xxxxxx Xxx 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
Servicer determines in accordance with applicable law and pursuant to the
Xxxxxx
Xxx Guides that a Mortgaged Property is located in a special flood hazard
area
and is not covered by flood insurance or is covered in an amount less than
the
amount required by the Flood Disaster Protection Act of 1973, as amended,
the
Servicer 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 Servicer shall immediately force place the required flood insurance on
the
Mortgagor’s behalf. The Servicer 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 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 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
Servicer 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 Servicer
and
its successors and/or assigns and shall provide for at least thirty (30)
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 are Qualified
Insurers.
Section
4.11 Maintenance
of Mortgage Impairment Insurance Policy.
In
the
event that the Servicer shall obtain and maintain a blanket policy issued
by a
Qualified Insurer 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 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 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 Servicer 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 Servicer 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
Servicer shall maintain, at its own expense, a blanket fidelity bond and
an
errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the Mortgage 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 Servicer
against
losses, including forgery, theft, embezzlement and fraud of such persons.
The
errors and omissions insurance shall protect and insure the Servicer 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 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
or 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 bond and insurance policy shall be at least equal to the
corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Xxx Guides. Upon
request by the Purchaser, the Servicer 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 Servicer 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, Servicer 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 Servicer 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
Servicer 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 Servicer 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 Servicer shall continue to
provide
certain administrative services to the Purchaser relating to such REO Property
as set forth in this Section 4.13.
The
Servicer shall, either itself or through an agent selected by the Servicer,
and
in accordance with the Xxxxxx Xxx 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
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 required by the circumstances.
The Servicer 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 Servicer to the Purchaser.
The
Servicer 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 (1) year
after
title has been taken to such REO Property, unless the Servicer 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 Servicer 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 Servicer at such price, and upon such terms and conditions, as the Servicer
deems to be in the best interests of the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser. Servicer
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 Servicer as servicer of any such REO Property
without
payment of any termination fee with respect thereto, provided that the Servicer
shall on the date said termination takes effect be reimbursed for any
unreimbursed advances of the Servicer'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 (5) Business Days of any such
termination, the Servicer 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 (5) Business Days, the Servicer shall provide
the Purchaser with the following information and documents 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 Servicer 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 Servicer 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 Servicer 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 Servicer’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 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 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 Servicer 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 (3) 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 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. On each Remittance Date, the Servicer shall provide a remittance
report detailing all amounts being remitted pursuant to this Section
5.01.
Section
5.02 Statements
to the Purchaser.
The
Servicer shall furnish to Purchaser an individual loan accounting report,
as of
the last Business Day of each month, 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, 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 Servicer,
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 Servicer 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 beginning of the distribution
period and the ending of the distribution period;
(v) with
respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with
respect to each Mortgage Loan for which liquidation and final distribution
has
occurred, 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 Servicer in accordance with Section 4.04(viii) during the prior
distribution period;
(viii) [RESERVED];
(ix) the
number of Mortgage Loans as of the beginning of the distribution period and
the
ending of the distribution period;
(x) with
respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage
Loan that is (A)
delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy) (1)
30
days delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent;
(B)
in foreclosure and delinquent (1) 30 days delinquent, (2) 60 days delinquent
and
(3) 90 days or more delinquent; and (C) in bankruptcy and delinquent (1)
30 days
delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent, in
each
case as of the close of business on the last day of the calendar month preceding
such Distribution Date and separately identifying such information for the
(1)
first lien Mortgage Loans, (2) second lien Mortgage Loans, and (3) adjustable
rate Mortgage Loans;
(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 the month end Monthly Advance balances made by the Servicer during
the
prior distribution period;
(xiii) with
respect to each Mortgage Loan, a description of any Servicing Advances made
by
the Servicer 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 Servicer 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 Servicer 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 Servicer 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) [reserved];
(xix) with
respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage
Loan
that has been repurchased by the Servicer in accordance with Section 3.03
herein.
In
addition, the Servicer shall provide to the Purchaser 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 Purchaser 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 Purchaser
and
any Master Servicer, Exhibit
F
with
respect to defaulted mortgage loans and Exhibit
P,
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
Purchaser pursuant to any applicable law with respect to the Mortgage Loans
and
the transactions contemplated hereby. In addition, the Servicer 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.
In
addition, not more than sixty (60) days after the end of each calendar year,
the
Servicer shall furnish to each Person who was a Purchaser at any time during
such calendar year an annual statement in accordance with the requirements
of
applicable federal income tax law as to the aggregate of remittances for
the
applicable portion of such year.
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 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
Servicer'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 Servicer deems such advance to be a Nonrecoverable Advance. In
such
event, the Servicer shall deliver to the Purchaser an Officer's Certificate
of
the Servicer to the effect that an officer of the Servicer 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 Servicer shall submit
to the Purchaser a liquidation report with respect to such Mortgaged Property
in
a form mutually acceptable to the Servicer and Purchaser. The Servicer shall
also provide reports on the status of REO Property containing such information
as Purchaser may reasonably require.
Section
5.05 Prepayment
Interest Shortfalls.
Not
later
than the close of business on the Business Day preceding each Remittance
Date in
the month following the related Prepayment Period, the Servicer shall deposit
in
the Custodial Account an amount equal to any Prepayment Interest Shortfalls
with
respect to such Prepayment Period, which in the aggregate shall not exceed
the
Servicer’s aggregate Servicing Fee received with respect to the related Due
Period.
ARTICLE
VI
GENERAL
SERVICING PROCEDURES
Section
6.01 Assumption
Agreements.
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance by any Mortgagor of 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 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, with the
approval of the Purchaser, 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 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.
In
connection with any such assumption or substitution of liability, the Servicer
shall follow the underwriting practices and procedures of the Servicer. 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 Servicer 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 Servicer 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 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 Files.
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary
for
such purposes, the Servicer 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 (5) Business Days after receipt of such certification
and request, release or cause to be released to the Servicer, the related
Mortgage Loan Documents and, upon its receipt of such documents, the Servicer
shall promptly prepare and deliver to the Purchaser the requisite satisfaction
or release. No later than five (5) Business Days following its receipt of
such
satisfaction or release, the Purchaser shall deliver, or cause to be delivered,
to the Servicer 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 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 Purchaser may have under the mortgage
instruments, the Servicer, upon written demand, shall remit within two (2)
Business Days to the Purchaser the then outstanding principal balance of
the
related Mortgage Loan by deposit thereof in the Custodial Account. The Servicer
shall maintain the Fidelity Bond and errors and omissions insurance 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
Loan, including for the purpose of collection under any Primary Mortgage
Insurance Policy, the Purchaser shall, upon request of the Servicer 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 Servicer. Such
servicing receipt shall obligate the Servicer to return the related Mortgage
documents to the Purchaser 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 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 Servicer
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
Servicer.
Section
6.03 Servicing
Compensation.
As
compensation for its services hereunder, the Servicer 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 Servicer'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,
late
payment charges and ancillary fees or otherwise shall be retained by the
Servicer 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
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 Purchaser and any Master Servicer, using
best
efforts by March 1st,
but in
no event later than March 15th of
each
calendar year beginning in 2007, an Officer’s Certificate acceptable to the
Purchaser (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 Purchaser upon request and by the
Purchaser 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 any Mortgage Loans that are the subject of a Securitization
Transaction, using best efforts by March 1st,
but in
no event later than 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 Purchaser,
any Master Servicer 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
L.
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 Certification of the Subservicer as described above as to each
Subservicer as and when required with respect to the Servicer.
Failure
of the Servicer to timely comply with this Section 6.04 (including with respect
to the cure timeframes required in this section) shall be deemed an Event
of
Default, automatically, without notice and without any cure period, 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
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Servicer for the same, as provided in Section
9.01. Such termination shall be considered with cause pursuant to Section
10.01
of this Agreement. This paragraph shall supercede any other provision in
this
Agreement or any other agreement to the contrary.
Section
6.05 [Reserved]
Section
6.06 Purchaser's
Right to Examine Compnay and the Servicer Records.
The
Purchaser shall have the right to examine and audit upon reasonable notice
to
the Company or the Servicer, as applicable, 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 the
Servicer, as applicable, or held by another for the Company or the Servicer
or
on their behalf or otherwise, which relates to the performance or observance
by
the Company or the Servicer, as applicable, of the terms, covenants or
conditions of this Agreement.
The
Company and the Servicer 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 or 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
Company or the Servicer, as applicable, and in accordance with the FDIC,
OTS, or
any other similar federal or state regulations, as applicable.
Section
6.07 Assessment
of Compliance with Servicing Criteria.
On
and
after January 1, 2006, the Servicer 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 Securitization
Transaction, the Servicer shall deliver to the Purchaser or its designee,
any
Master Servicer and any Depositor, using best efforts by March 1st,
but in
no event later than March 15th
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 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 a
certification substantially in the form of Exhibit
O
hereto
delivered to the Servicer concurrently with the execution of this
Agreement.
With
respect to any Mortgage Loans that are the subject of a Securitization
Transaction, using best efforts by March 1st,
but in
no event later than March 15th
of each
calendar year beginning in 2007, the Servicer 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 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 Servicer Accounting Oversight Board.
The
Servicer shall cause each Subservicer, and each Subcontractor determined
by the
Servicer pursuant to Section 11.20 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.
Failure
of the Servicer 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 Servicer under
this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Servicer for the same, as provided in Section 9.01. Such
termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement
or any other agreement to the contrary.
Section
6.08 Intent
of the Parties; Reasonableness.
The
Purchaser, the Company and the Servicer acknowledge and agree that a purpose
of
Sections 3.01(p), 5.02, 6.04, 6.07 and 11.18 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
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
Company and the Servicer 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, consensus among participants in
the
asset-backed securities markets, advice of counsel, or otherwise, and agrees
to
comply with requests made by the Purchaser 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 Securitization
Transaction, the Company shall cooperate fully with the Purchaser to deliver
to
the Purchaser (including any of its assignees or designees) and any Depositor,
any and all statements, reports, certifications, records and any other
information necessary in the good faith determination of the Purchaser 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, the Servicer, 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.
ARTICLE
VII
REPORTS
TO BE PREPARED BY COMPANY AND SERVICER
Section
7.01 Company
and Servicer Shall Provide Information as Reasonably Required.
The
Company and the Servicer 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 and the Servicer,
as
applicable, 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 and the Servicer, as applicable, under
this
Agreement. The Company and the Servicer agree 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 and
the
Servicer 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 and the Servicer
shall
furnish promptly to the Purchaser or a prospective purchaser copies of the
statements specified above.
The
Servicer 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
Servicer’s servicing facilities for the purpose of satisfying such prospective
purchaser that the Servicer has the ability to service the Mortgage Loans
as
provided in this Agreement.
ARTICLE
VIII
THE
COMPANY AND THE SERVICER
Section
8.01 Indemnification;
Third Party Claims.
(a)
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 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
from
any claim, demand, defense or assertion based on or grounded upon, or resulting
from any assertion based on, grounded upon or resulting from a breach or
alleged
breach of any of its 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 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
its
breach of representation or warranty set forth in Sections 3.01 or 3.02,
or the
negligence, bad faith or willful misconduct of Company. The provisions of
this
Section 8.01(a) shall survive termination of this Agreement.
(b) The
Servicer 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 Servicer 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 Servicer 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 from any claim, demand, defense
or
assertion based on or grounded upon, or resulting from any assertion based
on,
grounded upon or resulting from a breach or alleged breach of any of its
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
The Servicer shall immediately notify the Purchaser if a claim is made by
a
third party against Servicer 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 Servicer shall follow any written instructions
received from the Purchaser in connection with such claim. The Purchaser
shall
promptly reimburse the Servicer for all amounts advanced by it pursuant to
the
two preceding sentences except when the claim relates to the failure of the
Servicer to service and administer the Mortgages in strict compliance with
the
terms of this Agreement, its breach of representation or warranty set forth
in
Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct
of
Servicer. The provisions of this Section 8.01(b) shall survive termination
of
this Agreement.
Section
8.02 Merger
or Consolidation of the Company and the Servicer
The
Company and the Servicer will each keep in full effect its respective 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 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.
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, SAIF and/or BIF, and which
is a
HUD-approved mortgagee whose primary business is in servicing of first lien
mortgage loans, and (iii) who is a Xxxxxx Xxx or FHLMC approved 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 or any such person against any breach of warranties or
representations made herein, or failure to perform its obligations in strict
compliance with any standard of care set forth in this Agreement, or any
liability which would otherwise be imposed by reason of 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
and Servicer 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 reasonably acceptable
to
the Purchaser.
The
Servicer shall not assign this Agreement or resign from the obligations and
duties hereby imposed on it except by mutual consent of the Servicer 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
Servicer. Any such determination permitting the resignation of the Servicer
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 reasonably
acceptable to the Purchaser. 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 Purchaser 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 Purchaser,
which consent shall be granted or withheld in the Purchaser's sole reasonable
discretion.
Without
in any way limiting the generality of this Section 8.05, in the event that
the
Servicer 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, without any payment of any penalty or damages and without any
liability whatsoever to the Servicer (other than with respect to accrued
but
unpaid Servicing Fees and Xxxxxxxxx Advances remaining unpaid) or any third
party.
ARTICLE
IX
DEFAULT
Section
9.01 Events
of Default.
In
case
one or more of the following Events of Default by the Company or the Servicer
shall occur and be continuing, that is to say:
(i)
any
failure by the Servicer to remit to the Purchaser any payment required to
be
made under the terms of this Agreement which continues unremedied for a period
of one (1) Business Day after notice; or
(ii)
failure on the part of the Company or the Servicer, as applicable, duly to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Company or the Servicer, as applicable, set
forth
in this Agreement which continues unremedied for a period of thirty (30)
days
after the date on which written notice of such failure, requiring the same
to be
remedied, shall have been given to the Company by the Purchaser; or
(iii)
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 or the Servicer and
such
decree or order shall have remained in force undischarged or unstayed for
a
period of sixty days; or
(iv)
the
Company or the Servicer 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 the Servicer, as applicable, or of or relating to all or
substantially all of its property; or
(v)
the
Company or the Servicer shall admit in writing its inability to pay its
respective 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 either Xxxxxx Xxx or FHLMC as a mortgage
loan
seller for more than thirty days, or the Servicer ceases to be approved by
either Xxxxxx Xxx or FHLMC as a mortgage loan servicer for more than thirty
days; or
(vii)
the
Servicer attempts to assign its right to servicing compensation hereunder
or the
Servicer 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)
(a) the Servicer ceases to be licensed to service first lien residential
mortgage loans in any jurisdiction in which a Mortgaged Property is located
and
such licensing is required, or (b) either the Servicer or the Company cease
to
be qualified to transact business in any jurisdiction where it is currently
so
qualified, but only to the extent such non-qualification materially and
adversely affects the Company’s or the Servicer's ability to perform its
obligations hereunder; or
(ix)
the
Servicer 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 or the Servicer,
as
applicable (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 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 or the Servicer, as applicable (and if the Servicer 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 and the Servicer for the
same.
On or
after the receipt by the Company or Servicer of such written notice (or,
in the
case of an Event of Default under clauses (iii), (iv) or (v) above, in which
case, automatically and without notice), all authority and power of the Company
or the Servicer, as applicable, 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 Servicer 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 Servicer's sole expense. The Servicer agrees to cooperate
with
the Purchaser 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 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
Servicer as servicer and the transfer of servicing of the Mortgage Loans
to a
successor servicer. The provisions of this paragraph shall not limit whatever
rights the 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.
Section
9.02 Waiver
of Defaults.
The
Purchaser may waive only by written notice any default by the Company or
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
TERMINATION
Section
10.01 Termination.
The
respective obligations and responsibilities of the Company and 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 and the
disposition of all remaining REO Property and the remittance of all funds
due
hereunder; or (ii) by mutual consent of the Company, the Servicer and the
Purchaser in writing; or (iii) termination with cause under the terms of
this
Agreement. Termination of the Agreement pursuant to Section 10.01 (iii) shall
void Purchaser’s obligation to purchase Mortgage Loans for which Purchaser has
issued a Confirmation, commitment confirmation or a substantially similar
commitment to purchase Mortgage Loans.
Section
10.02 [Reserved]
Section
10.03 Survival.
Termination
of this Agreement under Section 10.01 shall not affect any of the Company’s or
the Servicer’s obligations regarding repurchase, indemnification or otherwise,
all of which shall survive such termination and remain in full force and
effect.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01 Successor
to the Servicer.
Prior
to
termination of Servicer's responsibilities and duties under this Agreement
pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser
shall
(i) succeed to and assume all of the Servicer's responsibilities, rights,
duties
and obligations relating to servicing 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
Servicer'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
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 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 Company or the Servicer 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 and 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 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 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 4.13, 8.04,
9.01 or 10.01 shall not affect any claims that the Purchaser 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 Mortgage 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 arrangements as
it may
deem appropriate to reimburse the Servicer for unrecovered 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
by mail
the Purchaser of such appointment.
Section
11.02 Amendment.
This
Agreement may be amended from time to time by the Company, the Servicer and
the
Purchaser by written agreement signed by the Company, the Servicer 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 Servicer at the Servicer'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 and the related Term Sheet shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect
to its
choice of law rules and principles) 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
Purchaser:
EMC
Mortgage Corporation
Mac
Xxxxxx Xxxxx XX,
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Irving,
Texas 75038
Attention:
Xx. Xxxxxx Xxxxx
Telecopier
No.: (000) 000-0000
With
a
copy to:
Bear
Xxxxxxx Mortgage Capital Corporation
000
Xxxxxxx Xxxxxx
New
York,
New York 10179
Attention:
Xxxx Xxxxxxxx
(ii)
|
if
to the Servicer:
|
Xxxxx
Xxxxxxxx
American
Home Mortgage Servicing, Inc.
0000
Xxxxxx Xxxxxxxxx, Xxxxx 000
Irving,
Texas 75063
With
a
copy to:
Xxxx
Xxxx, General Counsel
American
Home Mortgage Corp.
000
Xxxxxxxxxxx Xxxx
Melville,
New York 11747
Telecopier
No. (000) 000-0000
(iii)
|
if
to the Company:
|
Xxxxxx
X.
Xxxxxxx, Xx.
American
Home Mortgage Corp.
000
Xxxxxxxxxxx Xxxx
Melville,
New York 11747
Telecopier
No. (000) 000-0000
With
a
copy to:
Xxxx
Xxxx, General Counsel
American
Home Mortgage Corp.
000
Xxxxxxxxxxx Xxxx
Melville,
New York 11747
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 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 that 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 hereto
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. 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 the Agreement, provided
that each party may provide confidential information to (i) its employees,
agents and affiliates who have a need to know such information in order to
effectuate the transaction, (ii) a regulatory authority with supervisory
power
over Purchaser, the Servicer or the Company, or (iii) to any Person that
the
disclosing party reasonably believes to be necessary relating to the enforcement
of such party’s rights hereunder, provided in all cases that such information is
identified as confidential non-public information.
Notwithstanding
other provisions of this Section 11.10 or any other express or implied
agreement, arrangement, or understanding to the contrary, the Company, the
Servicer and Purchaser (the “Parties”) agree that the Parties (and their
employees, representatives and other agents) may disclose to any and all
persons, without limitation of any kind from the commencement of discussions,
the purported or claimed U.S. federal income tax treatment of the purchase
of
the Mortgage Loans and related transactions covered by this letter agreement
(“tax treatment”) and any fact that may be relevant to understanding the tax
treatment (“tax structure”) and all materials of any kind (including opinions or
other tax analyses) that are provided to the Parties relating to such tax
treatment and tax structure, except where confidentiality is reasonably
necessary to comply with securities laws.
The
Company and the Servicer each agree that the Company and Servicer, as
applicable, (i) shall comply with any applicable laws and regulations regarding
the privacy and security of Consumer Information including, but not limited
to
the Xxxxx-Xxxxx-Xxxxxx
Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq.,
(ii)
shall not use Consumer Information in any manner inconsistent with any
applicable laws and regulations regarding the privacy and security of Consumer
Information, (iii) shall not disclose Consumer Information to third parties
except at the specific written direction of the Purchaser, (iv) shall maintain
adequate physical, technical and administrative safeguards to protect Consumer
Information from unauthorized access as provided by the applicable laws and
regulations, and (v) shall immediately notify the Purchaser of any actual
or
suspected breach of the confidentiality of Consumer Information that would
have
a material and adverse effect on the Purchaser.
The
Company and the Servicer each agree that the Company and the Servicer, as
applicable, shall indemnify, defend and hold the Purchaser harmless from
and
against any loss, claim or liability the Purchaser may suffer by reason of
the
Company's or the Servicer’s, as applicable, failure to perform the obligations
set forth in this Section 11.10.
Section
11.11 Recordation
of Assignments of Mortgage.
To
the
extent permitted by applicable law, each of the Assignments 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 by and 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.
The
Purchaser shall have the right, without the consent of the Company or the
Servicer, 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. In no event shall Purchaser
sell
a partial interest in any Mortgage Loan without the prior written consent
of
Company, which consent shall not be unreasonably denied. All references to
the
Purchaser in this Agreement shall be deemed to include its assignee or designee.
The Company shall have the right, only with the consent of the Purchaser
or
otherwise in accordance with this Agreement, to assign, in whole or in part,
its
interest under this Agreement with respect to some or all of the Mortgage
Loans.
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
or the
Servicer shall be rendered as an independent contractor and not as agent
for
Purchaser.
Section
11.14 Signature
Pages/Counterparts; Successors and Assigns.
This
Agreement and/or any Term Sheet shall be executed by each party (i) in one
or
more fully executed copies, each of which shall constitute a fully executed
original Agreement, and/or (ii) in counterparts having one or more original
signatures, and all such counterparts containing the original signatures
of all
of the parties hereto taken together shall constitute a fully executed original
Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or
more
original signed signature pages to the other parties hereto (x) by mail or
courier, and/or (y) by electronic transmission, including without limitation
by
telecopier, facsimile or email of a scanned image (“Electronic Transmission”),
each of which as received shall constitute for all purposes an executed original
signature page of such party. The Purchaser may deliver a copy of this Agreement
and/or any Term Sheet, fully executed as provided herein, to each other party
hereto by mail and/or courier and/or Electronic Transmission, and such copy
as
so delivered shall constitute a fully executed original Agreement or Term
Sheet,
as applicable, superseding any prior form of the Agreement or Term Sheet,
as
applicable, that differs therefrom in any respect. This Agreement shall inure
to
the benefit of and be binding upon the Company and the Purchaser and their
respective successor 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 and
in the
Confirmation. The Confirmation and this Agreement and the related Term Sheet
sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding
upon
all successors of both parties. In the event of any inconsistency between
the
Confirmation and this Agreement, this Agreement and the related Term Sheet
shall
control.
Section
11.16. No
Solicitation.
From
and
after the related Closing Date, the Company and the Servicer agree that each
will not take any action or permit or cause any action to be taken by any
of its
agents or affiliates, 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 (i) promotions undertaken by
the
Company or the Servicer or any affiliate of the Company or the Servicer 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 and (ii) responses to unsolicited
requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall
not
constitute solicitation under this Section 11.16. This Section 11.16 shall
not
be deemed to preclude the Company or the Servicer or any of their respective
affiliates from soliciting any Mortgagor for any other financial products
or
services. The Company and the Servicer shall each use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate
of the Company or the Servicer, as applicable.
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 the Servicer under
this
Agreement 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;
(c) the
Purchaser shall have received, or the Purchaser's attorneys shall have received
in escrow, all documents required pursuant to this Agreement, 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
hereof;
(d) the
Company and the Servicer shall have each 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, 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, the Servicer 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 Securitization
Transactions.
The
Company and the Servicer agree to execute in connection with any agreements
among the Purchaser, the Company, the Servicer 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, and in connection with a Securitization
Transaction, 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 or the Servicer than are contained in this Agreement. Notwithstanding
anything to the contrary in this Section 11.18, the Servicer agrees that
it is
required to perform the obligations described in Exhibit
K
hereto.
With
respect to each Whole Loan Transfer and each Securitization Transaction entered
into by the Purchaser, the Company and the Servicer agree (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 as of the settlement
or closing date in connection with such Reconstitution (each, a "Reconstitution
Date").
In
addition, the Company and 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 Company or the Servicer, 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
or the Servicer as are reasonably agreed upon by the Company or the Servicer,
as
applicable, and the Purchaser or any such other participant;
(iii) within
five (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
N
for
convenience of reference only, as determined by Purchaser in its sole
discretion. If requested by the Purchaser, this will include information
about
the applicable credit-granting or underwriting criteria;
(iv) within
five (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) of Regulation AB. 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 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 reasonably required by the Purchaser
or
the Depositor, as applicable;
(v) within
five (5) Business Days after request by the Purchaser, 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
N
for
convenience of reference only, as determined by Purchaser 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;
(vi) within
five (5) Business Days after request by the Purchaser,
(a)
information regarding any legal proceedings pending (or known to be
contemplated) against the Company (as originator) and Servicer (as servicer)
and
each other originator of the Mortgage Loans 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 N for convenience of reference
only,
as determined by Purchaser in its sole discretion,
(b)
information regarding affiliations with respect to the Company (as originator)
and Servicer (as servicer) and each other originator of the Mortgage Loans
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
N
for
convenience of reference only, as determined by Purchaser in its sole
discretion, and
(c)
information regarding relationships and transactions with respect to the
Company
(as originator) and Servicer (as servicer) and each other 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 which as of the date hereof
is
attached hereto as Exhibit
N
for
convenience of reference only, as determined by Purchaser in its sole
discretion;
(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 Securitization Transaction. Any such
statement or letter may take the form of a standard, generally applicable
document accompanied by a reliance letter authorizing reliance by the addressees
designated by the Purchaser or such Depositor;
(viii)
For the purpose of satisfying the reporting obligation under the Exchange
Act
with respect to any class of asset-backed securities, the Company and the
Servicer shall each (or shall cause each Subservicer and Third-Party Originator
to), in accordance with Section 3.01(r), (i) provide immediate notice to
the
Purchaser, any Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings involving the Company, the Servicer
any
Subservicer or any Third-Party Originator, (B) any affiliations or relationships
that develop following the closing date of a Securitization Transaction between
the Company, the Servicer, any Subservicer or any Third-Party Originator
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 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 or 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 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;
(ix)
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 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 Servicer, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, not later than ten
(10)
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 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
(xi)
The
Servicer 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 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 N 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, each affiliate of the Purchaser, and
each
of the following parties participating in a Securitization Transaction: 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 Securitization Transaction, or for execution of a certification pursuant
to
Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction; each 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 11.18 by or on behalf of the Company,
or
provided under this Section 11.18 by or on behalf of the Servicer, or 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, the Servicer, 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 11.20 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 Securitization Transaction, to the
extent that such breach is not cured by such closing date, or any breach
by the
Company of a representation or warranty in a writing furnished pursuant to
Section 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.
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, the Servicer, 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.
The
Servicer shall indemnify the Purchaser, each affiliate of the Purchaser,
and
each of the following parties participating in a Securitization Transaction:
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 Securitization Transaction, or for execution of a certification pursuant
to
Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction; each 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 11.18 by or on behalf of the Servicer,
or
provided under this Section 11.18 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 11.18, 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 11.18, including any failure
by
the Servicer to identify pursuant to Section 11.20 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
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 Securitization Transaction, 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
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 Servicer in connection
with
its performance under this Section 11.18.
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 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 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 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.
Section
11.19. Monthly
Reporting with Respect to a Reconstitution.
As
long
as the Servicer
continues
to service Mortgage Loans, the Servicer
agrees
that with respect to any Mortgage Loan sold or transferred pursuant to a
Reconstitution as described in Section 11.18 of this Agreement (a “Reconstituted
Mortgage Loan”), the Servicer,
at its
expense, shall provide the Purchaser with the information set forth in Exhibit
J
attached hereto for each Reconstituted Mortgage Loan in Excel or such electronic
delimited file format as may be mutually agreed upon by both Purchaser and
Servicer.
Such
information shall be provided monthly for all Reconstituted Mortgage Loans
on
the fifth (5th)
Business Day of each month for the immediately preceding monthly period,
and
shall be transmitted to xxxx.xxxx@xxxx.xxx.
Section
11.20. Unpaid
Fees and Expenses and other Amounts Owing to Purchaser; Offset.
It
is
understood that this Agreement creates an ongoing relationship between the
parties. As a result, there may be various fees, charges, and expenses
assessed by Purchaser on each sale. In addition, there may be amounts owed
to Purchaser as a result of certain obligations relating to repurchase of
Mortgage Loans, premium recapture or indemnification of Purchaser, all as
set
forth in the Agreement or in each related Term Sheet. If any such
amount due Purchaser from Company remains outstanding more than thirty (30)
days
after it is due, Company then hereby authorizes Purchaser to deduct from
any
subsequent purchase proceeds hereunder such amounts (which
amounts may be an initial payment of amounts owed Purchaser, subject to further
adjustment) due
Purchaser, plus interest at an annual rate equal to the Prime Rate from the
due
date through the date of payment. Furthermore, Company authorizes Purchaser
to set off any funds or other assets of Company in possession of Bear, Xxxxxxx
& Co. Inc. or any of its affiliates against any loss, damage or expense
Purchaser may incur as a result of Company’s breach of its obligations hereunder
or in the related Term Sheet.
Section
11.21. 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 services 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.
(b) The
Servicer shall cause any Subservicer used by the Servicer (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
Servicer, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Servicer 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.
(c) The
Servicer 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 reasonably
satisfactory to the Purchaser, any 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 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 Servicer.
The
Servicer 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.
Section
11.22. 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.
IN
WITNESS WHEREOF, the Company, the Servicer and the Purchaser have caused
their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
EMC
MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
AMERICAN
HOME MORTGAGE CORP.
Company
By:
_______________________
Name:
Title:
AMERICAN
HOME MORTGAGE SERVICING, INC.
Servicer
By:
_______________________
Name:
Title:
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 via original signature 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.
In no
event may an endorsement be a facsimile endorsement. 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]".
Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser
acceptability.
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. 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. 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]". 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]". None of the Assignments are blanket assignments of
mortgage.
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. reserved.
10. Mortgage
Loan closing statement (Form HUD-1) and any other truth-in-lending or real
estate settlement procedure forms required by law.
11.
Residential loan application.
12. Uniform
underwriter and transmittal summary (Xxxxxx Xxx Form 1008) or reasonable
equivalent.
13. Credit
report on the mortgagor.
14. Business
credit report, if applicable.
15. Residential
appraisal report and attachments thereto.
16. The
original of any guarantee executed in connection with the Mortgage
Note.
17. Verification
of employment and income except for Mortgage Loans originated under a limited
documentation program, all in accordance with Company's underwriting
guidelines.
18. Verification
of acceptable evidence of source and amount of down payment, in accordance
with
Company's underwriting guidelines.
19. Photograph
of the Mortgaged Property (may be part of appraisal).
20. Survey
of
the Mortgaged Property, if any.
21. Sales
contract, if applicable.
22. If
available, termite report, structural engineer’s report, water portability and
septic certification.
23. Any
original security agreement, chattel mortgage or equivalent executed in
connection with the Mortgage.
24. 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
______________,
2005
To: [_______________________]
(the
"Depository")
As
"Company" under the Purchase, Warranties and Servicing Agreement, dated as
of
[_____________________] 1, 200[_] (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
"[______________________________________], in trust for the [Purchaser],
Owner
of Adjustable Rate Mortgage Loans". 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.
[__________________________] | ||
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.
[___________________________] | ||
By:
|
||
Name:
|
||
Title:
|
EXHIBIT
C
ESCROW
ACCOUNT LETTER AGREEMENT
_____________,
2005
To: [_______________________]
(the
"Depository")
As
“Company” under the Purchase Warranties and Servicing Agreement, dated as of
[____________________]1, 200[_] (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 "[__________________________],
in
trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, 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.
[__________________________] | ||
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.
[__________________________] | ||
By:
|
||
Name:
|
||
Title:
|
EXHIBIT
D
FORM
OF
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This
is a
Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR
Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the
“Assignor”), ___________________ (the “Assignee”), and _______________________
(the “Company”).
In
consideration of the mutual promises contained herein the parties hereto
agree
that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for
Assignor and its successors and assigns pursuant to the Purchase, Warranties
and
Servicing Agreement, dated as of _________, 200__, between Assignor and Company
(the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement.
Capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Purchase Agreement.
Purchase,
Assignment and Assumption
1. Assignor
hereby grants, transfers and assigns to Assignee all of the right, title
and
interest of Assignor in the Assigned Loans and, as they relate to the Assigned
Loans, all of its right, title and interest in, to and under the Purchase
Agreement.
2. Simultaneously
with the execution hereof, (i) Assignee shall pay to Assignor the “Funding
Amount” as set forth in that certain letter agreement, dated as of _________
____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee
the
Mortgage File for each Assigned Loan in Assignor's or its custodian's
possession, as set forth in the Purchase Agreement, along with, for each
Assigned Loan, an endorsement of the Mortgage Note from the Company, in blank,
and an assignment of mortgage in recordable form from the Company, in blank.
Assignee shall pay the Funding Amount by wire transfer of immediately available
funds to the account specified by Assignor. Assignee shall be entitled to
all
scheduled payments due on the Assigned Loans after ___________, 200__ and
all
unscheduled payments or other proceeds or other recoveries on the Assigned
Loans
received on and after _____________, 200__.
Representations,
Warranties and Covenants
3. Assignor
warrants and represents to Assignee and Company as of the date
hereof:
(a) Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the
provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
(b) Assignor
is the lawful owner of the Assigned Loans with full right to transfer the
Assigned Loans and any and all of its interests, rights and obligations under
the Purchase Agreement as they relate to the Assigned Loans, free and clear
from
any and all claims and encumbrances; and upon the transfer of the Assigned
Loans
to Assignee as contemplated herein, Assignee shall have good title to each
and
every Assigned Loan, as well as any and all of Assignee’s interests, rights and
obligations under the Purchase Agreement as they relate to the Assigned Loans,
free and clear of any and all liens, claims and encumbrances;
(c) There
are
no offsets, counterclaims or other defenses available to Company with respect
to
the Assigned Loans or the Purchase Agreement;
(d) Assignor
has no knowledge of, and has not received notice of, any waivers under, or
any
modification of, any Assigned Loan;
(e) Assignor
is duly organized, validly existing and in good standing under the laws of
the
jurisdiction of its incorporation, and has all requisite power and authority
to
acquire, own and sell the Assigned Loans;
(f) Assignor
has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions
set
forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor’s business and will not conflict
with, or result in a breach of, any of the terms, conditions or provisions
of
Assignor’s charter or by-laws or any legal restriction, or any material
agreement or instrument to which Assignor is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which Assignor or its property is subject. The execution, delivery
and performance by Assignor of this PAAR Agreement and the consummation by
it of
the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignor. This PAAR Agreement has been duly executed
and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding
obligation of Assignor enforceable against Assignor in accordance with its
terms
except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors’ rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
(g) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
Assignor in connection with the execution, delivery or performance by Assignor
of this PAAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(h) Neither
Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold
or otherwise disposed of the Assigned Loans or any interest in the Assigned
Loans, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Assigned Loans, or any interest in the Assigned Loans
or
otherwise approached or negotiated with respect to the Assigned Loans, or
any
interest in the Assigned Loans 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 Assigned
Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
would render the disposition of the Assigned Loans a violation of Section
5 of
the 1933 Act or require registration pursuant thereto.
4. Assignee
warrants and represents to, and covenants with, Assignor and Company as of
the
date hereof:
(a) Assignee
is duly organized, validly existing and in good standing under the laws of
the
jurisdiction of its organization and has all requisite power and authority
to
acquire, own and purchase the Assigned Loans;
(b) Assignee
has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions
set
forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee’s business and will not conflict
with, or result in a breach of, any of the terms, conditions or provisions
of
Assignee’s charter or by-laws or any legal restriction, or any material
agreement or instrument to which Assignee is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which Assignee or its property is subject. The execution, delivery
and performance by Assignee of this PAAR Agreement and the consummation by
it of
the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignee. This PAAR Agreement has been duly executed
and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding
obligation of Assignee enforceable against Assignee in accordance with its
terms
except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors’ rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
Assignee in connection with the execution, delivery or performance by Assignee
of this PAAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(x) Xxxxxxxx
agrees to be bound as “Purchaser” by all of the terms, covenants and conditions
of the Purchase Agreement with respect to the Assigned Loans, and from and
after
the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as “Purchaser” thereunder but solely with
respect to such Assigned Loans.
5. Company
warrants and represents to, and covenant with, Assignor and Assignee as of
the
date hereof:
(a)
Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the
provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
(b)
Company
is duly organized, validly existing and in good standing under the laws of
the
jurisdiction of its incorporation, and has all requisite power and authority
to
service the Assigned Loans and otherwise to perform its obligations under
the
Purchase Agreement;
(c)
|
Company
has full corporate power and authority to execute, deliver and
perform its
obligations under this PAAR Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated
by
this PAAR Agreement is in the ordinary course of Company’s business and
will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Company’s charter or by-laws or any legal
restriction, or any material agreement or instrument to which Company
is
now a party or by which it is bound, or result in the violation
of any
law, rule, regulation, order, judgment or decree to which Company
or its
property is subject. The execution, delivery and performance by
Company of
this PAAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary
corporate
action on part of Company. This PAAR Agreement has been duly executed
and
delivered by Company, and, upon the due authorization, execution
and
delivery by Assignor and Assignee, will constitute the valid and
legally
binding obligation of Company, enforceable against Company in accordance
with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now
or
hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability
is
considered in a proceeding in equity or at
law;
|
(d)
|
No
consent, approval, order or authorization of, or declaration, filing
or
registration with, any governmental entity is required to be obtained
or
made by Assignee in connection with the execution, delivery or
performance
by Company of this PAAR Agreement, or the consummation by it of
the
transactions contemplated hereby;
and
|
(e)
|
No
event has occurred
from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans
made by
the Company in Sections 3.01 and 3.02 of the Purchase Agreement
to be
untrue in any material respect.
|
(f)
|
Neither
this AAR Agreement nor any certification, statement, report or
other
agreement, document or instrument furnished or to be furnished
by the
Company pursuant to this AAR Agreement contains or will contain
any
materially untrue statement of fact or omits or will omit to state
a fact
necessary to make the statements contained therein not
misleading.
|
Recognition
of Assignee
6. From
and
after the date hereof, Company shall recognize Assignee as owner of the Assigned
Loans and will service the Assigned Loans in accordance with the Purchase
Agreement. It is the intention of Assignor, Company and Assignee that this
PAAR
Agreement shall be binding upon and for the benefit of the respective successors
and assigns of the parties hereto. Neither Company nor Assignor shall amend
or
agree to amend, modify, waiver, or otherwise alter any of the terms or
provisions of the Purchase Agreement which amendment, modification, waiver
or
other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Miscellaneous
7. All
demands, notices and communications related to the Assigned Loans, the Purchase
Agreement and this PAAR Agreement shall be in writing and shall be deemed
to
have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
(a) In
the
case of Company,
____________________
____________________
____________________
____________________
____________________
With
a
copy to ______________________________________.
(b)
|
In
the case of Assignor,
|
____________________
____________________
____________________
____________________
____________________
(c) In
the
case of Assignee,
EMC
Mortgage Corporation
Mac
Xxxxxx Xxxxx XX
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Irving,
Texas 75038
Attention:
Xxxxxxx Xxxxx
Telecopier
No.: (000) 000-0000
with
a
copy to:
___________________
000
Xxxxxxx Xxxxxx
New
York,
New York 10179
Attention:
___________
Telecopier
No.: (212) 272-____
8. Each
party will pay any commissions it has incurred and the fees of its attorneys
in
connection with the negotiations for, documenting of and closing of the
transactions contemplated by this PAAR Agreement.
9. This
PAAR
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No
term
or provision of this PAAR Agreement may be waived or modified unless such
waiver
or modification is in writing and signed by the party against whom such waiver
or modification is sought to be enforced.
11. This
PAAR
Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be
merged or consolidated shall, without the requirement for any further writing,
be deemed Assignor, Assignee or Company, respectively, hereunder.
12. This
PAAR
Agreement shall survive the conveyance of the Assigned Loans, the assignment
of
the Purchase Agreement to the extent of the Assigned Loans by Assignor to
Assignee and the termination of the Purchase Agreement.
13. This
PAAR
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
14. In
the
event that any provision of this PAAR Agreement conflicts with any provision
of
the Purchase Agreement with respect to the Assigned Loans, the terms of this
PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to
the
Assigned Loans, the terms of this PAAR Agreement shall control.
[Modification
of Purchase Agreement
15.
|
The
Company and Assignor hereby amend the Purchase Agreement as
follows:
|
(a) The
following definitions are added to Section 1.01 of the Purchase
Agreement:
Securities
Administrator: ________________________
Supplemental
PMI Insurer: ________________________
Supplemental
PMI Policy: The
primary guarantee insurance policy of the Supplemental PMI Insurer attached
hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
Servicer by the Assignee.
Trustee:
________________________
(b) The
following definition is amended and restated:
Insurance
Proceeds: Proceeds
of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any
title
policy, any hazard insurance policy or any other insurance policy covering
a
Mortgage Loan or other related Mortgaged Property, including any amounts
required to be deposited in the Custodial Account pursuant to Section 4.04,
to
the extent such proceeds are not to be applied to the restoration of the
related
Mortgaged Property or released to the Mortgagor in accordance with Accepted
Servicing Practices.
(c) The
following are added as the fourth, fifth and sixth paragraphs of Section
4.08:
“In
connection with its activities as servicer, the Company agrees to prepare
and
present, on behalf of itself and the Purchaser, claims to the Supplemental
PMI
Insurer with respect to the Supplemental PMI Policy and, in this regard,
to take
such action as shall be necessary to permit recovery under any Supplemental
PMI
Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any
amounts collected by the Company under any Supplemental PMI Policy shall
be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05.
In
accordance with the Supplemental PMI Policy, the Company shall provide to
the
Supplemental PMI Insurer any required information regarding the Mortgage
Loans.
The
Company shall provide to the [Securities Administrator] on a monthly basis
via
computer tape, or other mutually acceptable format, the unpaid principal
balance, insurer certificate number, lender loan number, and premium due
the
Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental
PMI
Policy. In addition, the Company agrees to forward to the Purchaser and the
[Securities Administrator] any statements or other reports given by the
Supplemental PMI Insurer to the Servicer in connection with a claim under
the
Supplemental PMI Policy.”
(d) Clause
(vi) of Section 6.1 is amended to read as follows:
“Company
ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller
or
servicer for more than thirty days, or the Company fails to meet the servicer
eligibility requirements of the Supplemental PMI Insurer; or”]
IN
WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as
of the
day and year first above written.
EMC
MORTGAGE CORPORATION
Assignor
|
||
By:
|
||
Name:
|
||
Title:
|
Assignee
|
By:
|
||
Name:
|
||
Title:
|
Company
|
By:
|
||
Name:
|
||
Title:
|
EXHIBIT
___
FORM
OF
COMPANY CERTIFICATION
I,
[identify certifying individual], certify to the [Trustee] [Seller] [Securities
Administrator] [Mortgage Loan Seller] [Purchaser] and [Master Servicer]
that:
1. I
have
reviewed the servicing reports prepared by [COMPANY] (the “Company”) pursuant to
the [Servicing Agreement] (the “Servicing Agreement”), dated as of __________
between __________ and the Company (as modified by the AAR Agreement (as
defined
below) and delivered to [MASTER SERVICER] (the “Master Servicer”) pursuant to
the Assignment, Assumption and Recognition Agreement (the “AAR Agreement”),
dated as of __________ among [ASSIGNOR] as Assignor, Company and [ASSIGNEE],
as
Assignee.
2. Based
on
my knowledge, the information in these reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading as of the last day of the period
covered by such servicing reports.
3. Based
on
my knowledge, the servicing information required to be provided to the Master
Servicer under the Servicing Agreement and the AAR Agreement is included
in
these reports.
4. I
am
responsible for reviewing the activities performed the Company under the
Servicing Agreement and the AAR Agreement and based upon the review required
under the Servicing Agreement and the AAR Agreement, and except as disclosed
in
the Annual Statement of Compliance, the Company has fulfilled its obligations
under the Servicing Agreement and the AAR Agreement.
5. I
have
disclosed to the Master Servicer's certified public accountants all significant
deficiencies relating to the Company's compliance with the minimum servicing
standards in accordance with a review conduced in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar standard as set
forth
in the Servicing Agreement and the AAR Agreement.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
AAR
Agreement.
Date:______________
_____________________
[Signature]
[Title]
ATTACHMENT
1
ASSIGNED
LOAN SCHEDULE
ATTACHMENT
2
PURCHASE,
WARRANTIES AND SERVICING AGREEMENT
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 ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
MM/DD/YYYY
|
10
|
|
Action
Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|||
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|