MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., Depositor
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.,
Depositor
UBS
REAL
ESTATE SECURITIES INC.,
Transferor
XXXXX
FARGO BANK, N.A.,
Master
Servicer, Trust Administrator, Custodian and Credit Risk Manager
U.S.
BANK
NATIONAL ASSOCIATION,
Trustee
MORTGAGE
PASS-THROUGH CERTIFICATES, Series 2007-HF2
TABLE OF CONTENTS
ARTICLE
I
|
|
DEFINITIONS
|
|
Section
1.01.
|
Definitions.
|
Section
1.02.
|
Certain
Calculations.
|
Section
1.03.
|
Rights
of the NIMS Insurer.
|
Section
1.04.
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
|
|
CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
|
|
Section
2.01.
|
Conveyance
of Mortgage Loans.
|
Section
2.02.
|
Acceptance
by Trustee of the Mortgage Loans.
|
Section
2.03.
|
Remedies
for Breaches of Representations and Warranties.
|
Section
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
Section
2.05.
|
Representation
and Warranty of the Depositor as to the Trust.
|
Section
2.06.
|
Execution
and Delivery of Certificates.
|
Section
2.07.
|
REMIC
Matters.
|
Section
2.08.
|
Covenants
of the Master Servicer.
|
Section
2.09.
|
Representations
and Warranties of the Master Servicer.
|
Section
2.10.
|
Representations
and Warranties of the Custodian.
|
ARTICLE
III
|
|
ADMINISTRATION
AND MASTER SERVICING OF MORTGAGE LOANS
|
|
Section
3.01.
|
Master
Servicing of Mortgage Loans.
|
Section
3.02.
|
Monitoring
of Servicers.
|
Section
3.03.
|
[Reserved].
|
Section
3.04.
|
Rights
of the Depositor and the Trustee in Respect of the Master
Servicer.
|
Section
3.05.
|
Trustee
to Act as Master Servicer.
|
Section
3.06.
|
Protected
Accounts.
|
Section
3.07.
|
Collection
of Mortgage Loan Payments; Collection Account; Distribution Account;
Cap
Account and Swap Account.
|
Section
3.08.
|
Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts.
|
Section
3.09.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
Section
3.10.
|
Permitted
Withdrawals from the Collection Account, the Distribution Account,
the Cap
Account and the Swap Account.
|
Section
3.11.
|
Maintenance
of Hazard Insurance.
|
Section
3.12.
|
Presentment
of Claims and Collection of Proceeds.
|
Section
3.13.
|
Maintenance
of the Primary Insurance Policies.
|
Section
3.14.
|
Realization
upon Defaulted Mortgage Loans.
|
Section
3.15.
|
REO
Property.
|
Section
3.16.
|
Due
on Sale Clauses; Assumption Agreements.
|
Section
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
Section
3.18.
|
Documents,
Records and Funds in Possession of the Master Servicer and the
Custodian
to Be Held for the Trustee.
|
Section
3.19.
|
Master
Servicing Compensation.
|
Section
3.20.
|
Access
to Certain Documentation.
|
Section
3.21.
|
Annual
Statement as to Compliance.
|
Section
3.22.
|
Report
on Assessment of Compliance and Attestation.
|
Section
3.23.
|
Errors
and Omissions Insurance; Fidelity Bonds.
|
Section
3.24.
|
Authorization
to Enter into Cap Contract and Swap Agreement.
|
Section
3.25.
|
Cap
Contract.
|
Section
3.26.
|
Swap
Agreement.
|
Section
3.27.
|
Rights
and Obligations Under the Swap Agreement and the Cap
Contract.
|
Section
3.28.
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
Section
3.29.
|
Credit
Risk Management Services and Reports; Reliability of
Data.
|
Section
3.30.
|
Limitation
Upon Liability of Credit Risk Manager.
|
Section
3.31.
|
Resignation
or Removal of Credit Risk Manager.
|
ARTICLE
IV
|
|
DISTRIBUTIONS
AND SERVICING ADVANCES
|
|
Section
4.01.
|
Advances.
|
Section
4.02.
|
Priorities
of Distributions on the Certificates.
|
Section
4.03.
|
REMIC
Designations and REMIC Allocations.
|
Section
4.04.
|
Distribution
Date Statements to Certificateholders.
|
Section
4.05.
|
[Reserved].
|
Section
4.06.
|
Supplemental
Interest Trust.
|
Section
4.07.
|
Distributions
from the Cap Account.
|
Section
4.08.
|
[Reserved].
|
Section
4.09.
|
[Reserved].
|
Section
4.10.
|
[Reserved].
|
Section
4.11.
|
Distributions
from the Swap Account.
|
Section
4.12.
|
[Reserved].
|
Section
4.13.
|
Determination
of LIBOR.
|
ARTICLE
V
|
|
THE
CERTIFICATES
|
|
Section
5.01.
|
The
Certificates.
|
Section
5.02.
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
Section
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
Section
5.04.
|
Persons
Deemed Owners.
|
Section
5.05.
|
Access
to List of Certificateholders’ Names and Addresses.
|
Section
5.06.
|
Maintenance
of Office or Agency.
|
ARTICLE
VI
|
|
THE
DEPOSITOR, THE MASTER SERVICER AND THE CUSTODIAN
|
|
Section
6.01.
|
Respective
Liabilities of the Depositor, the Master Servicer and the
Custodian.
|
Section
6.02.
|
Merger
or Consolidation of the Depositor, the Master Servicer and the
Custodian.
|
Section
6.03.
|
Indemnification;
Limitation on Liability of the Depositor, the NIMS Insurer, the
Transferor, the Master Servicer, the Custodian and
Others.
|
Section
6.04.
|
Limitation
on Resignation of Master Servicer.
|
Section
6.05.
|
Sale
and Assignment of Master Servicing Rights.
|
Section
6.06.
|
Fees
of the Custodian.
|
ARTICLE
VII
|
|
DEFAULT
|
|
Section
7.01.
|
Events
of Default.
|
Section
7.02.
|
Trustee
to Act; Appointment of Successor.
|
Section
7.03.
|
Notification
to Certificateholders.
|
ARTICLE
VIII
|
|
CONCERNING
THE TRUSTEE AND THE MASTER SERVICER
|
|
Section
8.01.
|
Duties
of Trustee.
|
Section
8.02.
|
Certain
Matters Affecting the Trustee.
|
Section
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
Section
8.04.
|
Trustee
May Own Certificates.
|
Section
8.05.
|
Trustee’s
Fees and Expenses.
|
Section
8.06.
|
Eligibility
Requirements for Trustee.
|
Section
8.07.
|
Resignation
and Removal of Trustee.
|
Section
8.08.
|
Successor
Trustee.
|
Section
8.09.
|
Merger
or Consolidation of Trustee.
|
Section
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
ARTICLE
IX
|
|
CONCERNING
THE TRUST ADMINISTRATOR
|
|
Section
9.01.
|
Duties
of Trust Administrator.
|
Section
9.02.
|
Certain
Matters Affecting the Trust Administrator.
|
Section
9.03.
|
Trust
Administrator Not Liable for Certificates or Mortgage
Loans.
|
Section
9.04.
|
Trust
Administrator May Own Certificates.
|
Section
9.05.
|
Trust
Administrator’s Fees and Expenses.
|
Section
9.06.
|
Eligibility
Requirements for Trust Administrator.
|
Section
9.07.
|
Resignation
and Removal of Trust Administrator.
|
Section
9.08.
|
Successor
Trust Administrator.
|
Section
9.09.
|
Merger
or Consolidation of Trust Administrator.
|
Section
9.10.
|
[Reserved].
|
Section
9.11.
|
Tax
Matters.
|
Section
9.12.
|
Periodic
Filing.
|
ARTICLE
X
|
|
TERMINATION
|
|
Section
10.01.
|
Termination
upon Liquidation or Purchase of Mortgage Loans
|
Section
10.02.
|
Additional
Termination Requirements.
|
ARTICLE
XI
|
|
MISCELLANEOUS
PROVISIONS
|
|
Section
11.01.
|
Amendment.
|
Section
11.02.
|
Recordation
of Agreement; Counterparts.
|
Section
11.03.
|
Governing
Law.
|
Section
11.04.
|
Intention
of Parties.
|
Section
11.05.
|
Notices.
|
Section
11.06.
|
Severability
of Provisions.
|
Section
11.07.
|
Assignment.
|
Section
11.08.
|
Limitation
on Rights of Certificateholders.
|
Section
11.09.
|
Inspection
and Audit Rights.
|
Section
11.10.
|
Certificates
Nonassessable and Fully Paid.
|
Section
11.11.
|
Compliance
With Regulation AB
|
Section
11.12.
|
Third
Party Rights.
|
SCHEDULES
Schedule
I
|
Mortgage
Loan Schedule
|
Schedule
II
|
Representations
and Warranties as to the Mortgage Loans
|
Schedule
III
|
Cap
Contract Schedule
|
Schedule
IV
|
Swap
Agreement Schedule
|
Schedule
V
|
Class
P Prepayment Charges Mortgage Loan
Schedule
|
EXHIBITS
Exhibit
A-1:
|
Form
of Class A-1 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class A-2 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class A-3 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class A-4 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class M-1 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class M-2 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class M-3 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class M-4 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class M-5 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class M-6 Certificate
|
X-0-0
|
Xxxxxxx
X-0:
|
Form
of Class M-7 Certificate
|
B-7-1
|
Exhibit
C:
|
[Reserved]
|
C-1
|
Exhibit
D-1:
|
Form
of Class C Certificate
|
D-1-1
|
Exhibit
D-2:
|
Form
of Class P Certificate
|
D-2-1
|
Exhibit
D-3:
|
Form
of Residual Certificate
|
D-3-1
|
Exhibit
E-1:
|
[Reserved]
|
E-1-1
|
Exhibit
E-2:
|
[Reserved]
|
E-2-1
|
Exhibit
F:
|
Form
of Reverse of Certificates
|
F-1
|
Exhibit
G:
|
Form
of Initial Certification of Custodian
|
G-1
|
Exhibit
H:
|
Form
of Final Certification of Custodian
|
H-1
|
Exhibit
I:
|
Form
of Residual Certificate Transfer Affidavit
|
I-1
|
Exhibit
J:
|
Form
of Transferor Certificate
|
J-1
|
Exhibit
K:
|
Form
of Investment Letter (Non Rule 144A)
|
K-1
|
Exhibit
L:
|
Form
of Rule 000X Xxxxxx
|
X-0
|
Xxxxxxx
M:
|
Form
of Request for Release of Documents
|
M-1
|
Exhibit
N:
|
Form
of Xxxxxxxx-Xxxxx Certification
|
N-1
|
Exhibit
O:
|
Form
of Cap Contract
|
O-1
|
Exhibit
P:
|
Form
of Swap Agreement
|
P-1
|
Exhibit
Q:
|
Form
of Assessment of Compliance
|
Q-1
|
Exhibit
R:
|
[Reserved]
|
R-1
|
Exhibit
S:
|
Additional
Disclosure Notification
|
S-1
|
Exhibit
T:
|
Additional
Form 10-D Disclosure
|
T-1
|
Exhibit
U:
|
Additional
Form 10-K Disclosure
|
U-1
|
Exhibit
V:
|
Form
8-K Disclosure Information
|
V-1
|
Exhibit
W:
|
[Reserved]
|
W-1
|
Exhibit
X:
|
Assessments
of Compliance and Attestation Reports Servicing Criteria
|
X-1
|
Exhibit
Y:
|
Form
of Back-Up Certification
|
Y-1
|
THIS
POOLING AND SERVICING AGREEMENT, dated as of July 1, 2007, among MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the
“Depositor”), UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as
transferor (the “Transferor”), XXXXX FARGO BANK, N.A., a national banking
association (“Xxxxx Fargo”), as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, “Custodian”) and as credit risk
manager (in such capacity, the “Credit Risk Manager”) and U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized under the laws of the
United States, as trustee (in such capacity, the “Trustee”).
W
I T N E
S S E T H T H A T
In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
PRELIMINARY
STATEMENT
REMIC
I
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
(exclusive of any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
Carryover
Reserve Account, the Swap Agreement, the Swap Account, the Supplemental Interest
Trust, the Cap Contract, the Cap Account) subject to this Agreement as a
REMIC (as defined herein) for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC I”. The Class R-1
Interest will be the sole class of “residual interests” in REMIC I for purposes
of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC I Regular Interests (as defined
herein). None of the REMIC I Regular Interests will be
certificated.
Designation
|
Uncertificated
REMIC I Pass-Through Rate
|
Initial
Uncertificated
Principal Balance
|
Assumed
Final Maturity Date(1)
|
||||
I
|
Variable(2)
|
$ 43.85
|
September
25, 2037
|
||||
I-1-A
|
Variable(2)
|
$ 3,966,000.50
|
September
25, 2037
|
||||
I-1-B
|
Variable(2)
|
$ 3,966,000.50
|
September
25, 2037
|
||||
I-2-A
|
Variable(2)
|
$ 7,296,999.50
|
September
25, 2037
|
||||
I-2-B
|
Variable(2)
|
$ 7,296,999.50
|
September
25, 2037
|
||||
I-3-A
|
Variable(2)
|
$ 7,967,001.00
|
September
25, 2037
|
||||
I-3-B
|
Variable(2)
|
$ 7,967,001.00
|
September
25, 2037
|
||||
I-4-A
|
Variable(2)
|
$ 8,603,000.00
|
September
25, 2037
|
||||
I-4-B
|
Variable(2)
|
$ 8,603,000.00
|
September
25, 2037
|
||||
I-5-A
|
Variable(2)
|
$ 9,199,499.75
|
September
25, 2037
|
||||
I-5-B
|
Variable(2)
|
$ 9,199,499.75
|
September
25, 2037
|
||||
I-6-A
|
Variable(2)
|
$ 9,751,999.25
|
September
25, 2037
|
||||
I-6-B
|
Variable(2)
|
$ 9,751,999.25
|
September
25, 2037
|
||||
I-7-A
|
Variable(2)
|
$ 10,253,500.25
|
September
25, 2037
|
||||
I-7-B
|
Variable(2)
|
$ 10,253,500.25
|
September
25, 2037
|
||||
I-8-A
|
Variable(2)
|
$ 10,681,499.50
|
September
25, 2037
|
||||
I-8-B
|
Variable(2)
|
$ 10,681,499.50
|
September
25, 2037
|
||||
I-9-A
|
Variable(2)
|
$ 10,938,000.50
|
September
25, 2037
|
||||
I-9-B
|
Variable(2)
|
$ 10,938,000.50
|
September
25, 2037
|
||||
I-10-A
|
Variable(2)
|
$ 10,941,000.00
|
September
25, 2037
|
||||
I-10-B
|
Variable(2)
|
$ 10,941,000.00
|
September
25, 2037
|
||||
I-11-A
|
Variable(2)
|
$ 10,578,499.75
|
September
25, 2037
|
||||
I-11-B
|
Variable(2)
|
$ 10,578,499.75
|
September
25, 2037
|
||||
I-12-A
|
Variable(2)
|
$ 10,062,001.25
|
September
25, 2037
|
||||
I-12-B
|
Variable(2)
|
$ 10,062,001.25
|
September
25, 2037
|
||||
I-13-A
|
Variable(2)
|
$ 9,569,498.75
|
September
25, 2037
|
||||
I-13-B
|
Variable(2)
|
$ 9,569,498.75
|
September
25, 2037
|
||||
I-14-A
|
Variable(2)
|
$ 9,102,500.75
|
September
25, 2037
|
||||
I-14-B
|
Variable(2)
|
$ 9,102,500.75
|
September
25, 2037
|
||||
I-15-A
|
Variable(2)
|
$ 8,657,500.25
|
September
25, 2037
|
||||
I-15-B
|
Variable(2)
|
$ 8,657,500.25
|
September
25, 2037
|
||||
I-16-A
|
Variable(2)
|
$ 8,234,999.50
|
September
25, 2037
|
||||
I-16-B
|
Variable(2)
|
$ 8,234,999.50
|
September
25, 2037
|
||||
I-17-A
|
Variable(2)
|
$ 7,833,000.00
|
September
25, 2037
|
||||
I-17-B
|
Variable(2)
|
$ 7,833,000.00
|
September
25, 2037
|
||||
I-18-A
|
Variable(2)
|
$ 7,450,999.50
|
September
25, 2037
|
||||
I-18-B
|
Variable(2)
|
$ 7,450,999.50
|
September
25, 2037
|
||||
I-19-A
|
Variable(2)
|
$ 7,087,500.00
|
September
25, 2037
|
||||
I-19-B
|
Variable(2)
|
$ 7,087,500.00
|
September
25, 2037
|
||||
I-20-A
|
Variable(2)
|
$ 6,742,001.00
|
September
25, 2037
|
||||
I-20-B
|
Variable(2)
|
$ 6,742,001.00
|
September
25, 2037
|
||||
I-21-A
|
Variable(2)
|
$ 6,413,499.75
|
September
25, 2037
|
||||
I-21-B
|
Variable(2)
|
$ 6,413,499.75
|
September
25, 2037
|
||||
I-22-A
|
Variable(2)
|
$ 6,101,000.50
|
September
25, 2037
|
||||
I-22-B
|
Variable(2)
|
$ 6,101,000.50
|
September
25, 2037
|
||||
I-23-A
|
Variable(2)
|
$ 5,803,999.25
|
September
25, 2037
|
||||
I-23-B
|
Variable(2)
|
$ 5,803,999.25
|
September
25, 2037
|
||||
I-24-A
|
Variable(2)
|
$ 5,521,500.25
|
September
25, 2037
|
||||
I-24-B
|
Variable(2)
|
$ 5,521,500.25
|
September
25, 2037
|
||||
I-25-A
|
Variable(2)
|
$ 5,252,999.50
|
September
25, 2037
|
||||
I-25-B
|
Variable(2)
|
$ 5,252,999.50
|
September
25, 2037
|
||||
I-26-A
|
Variable(2)
|
$ 4,997,499.50
|
September
25, 2037
|
||||
I-26-B
|
Variable(2)
|
$ 4,997,499.50
|
September
25, 2037
|
||||
I-27-A
|
Variable(2)
|
$ 4,754,501.50
|
September
25, 2037
|
||||
I-27-B
|
Variable(2)
|
$ 4,754,501.50
|
September
25, 2037
|
||||
I-28-A
|
Variable(2)
|
$ 4,523,499.75
|
September
25, 2037
|
||||
I-28-B
|
Variable(2)
|
$ 4,523,499.75
|
September
25, 2037
|
||||
I-29-A
|
Variable(2)
|
$ 4,303,999.00
|
September
25, 2037
|
||||
I-29-B
|
Variable(2)
|
$ 4,303,999.00
|
September
25, 2037
|
||||
I-30-A
|
Variable(2)
|
$ 4,094,501.25
|
September
25, 2037
|
||||
I-30-B
|
Variable(2)
|
$ 4,094,501.25
|
September
25, 2037
|
||||
I-31-A
|
Variable(2)
|
$ 3,895,998.75
|
September
25, 2037
|
||||
I-31-B
|
Variable(2)
|
$ 3,895,998.75
|
September
25, 2037
|
||||
I-32-A
|
Variable(2)
|
$ 3,707,000.50
|
September
25, 2037
|
||||
I-32-B
|
Variable(2)
|
$ 3,707,000.50
|
September
25, 2037
|
||||
I-33-A
|
Variable(2)
|
$ 3,527,499.50
|
September
25, 2037
|
||||
I-33-B
|
Variable(2)
|
$ 3,527,499.50
|
September
25, 2037
|
||||
I-34-A
|
Variable(2)
|
$ 3,356,001.25
|
September
25, 2037
|
||||
I-34-B
|
Variable(2)
|
$ 3,356,001.25
|
September
25, 2037
|
||||
I-35-A
|
Variable(2)
|
$ 3,193,499.75
|
September
25, 2037
|
||||
I-35-B
|
Variable(2)
|
$ 3,193,499.75
|
September
25, 2037
|
||||
I-36-A
|
Variable(2)
|
$ 3,038,498.75
|
September
25, 2037
|
||||
I-36-B
|
Variable(2)
|
$ 3,038,498.75
|
September
25, 2037
|
||||
I-37-A
|
Variable(2)
|
$ 2,891,500.50
|
September
25, 2037
|
||||
I-37-B
|
Variable(2)
|
$ 2,891,500.50
|
September
25, 2037
|
||||
I-38-A
|
Variable(2)
|
$ 2,752,001.00
|
September
25, 2037
|
||||
I-38-B
|
Variable(2)
|
$ 2,752,001.00
|
September
25, 2037
|
||||
I-39-A
|
Variable(2)
|
$ 2,618,498.75
|
September
25, 2037
|
||||
I-39-B
|
Variable(2)
|
$ 2,618,498.75
|
September
25, 2037
|
||||
I-40-A
|
Variable(2)
|
$ 2,491,501.25
|
September
25, 2037
|
||||
I-40-B
|
Variable(2)
|
$ 2,491,501.25
|
September
25, 2037
|
||||
I-41-A
|
Variable(2)
|
$ 2,371,498.50
|
September
25, 2037
|
||||
I-41-B
|
Variable(2)
|
$ 2,371,498.50
|
September
25, 2037
|
||||
I-42-A
|
Variable(2)
|
$ 2,257,001.25
|
September
25, 2037
|
||||
I-42-B
|
Variable(2)
|
$ 2,257,001.25
|
September
25, 2037
|
||||
I-43-A
|
Variable(2)
|
$ 2,147,500.25
|
September
25, 2037
|
||||
I-43-B
|
Variable(2)
|
$ 2,147,500.25
|
September
25, 2037
|
||||
I-44-A
|
Variable(2)
|
$ 2,044,498.75
|
September
25, 2037
|
||||
I-44-B
|
Variable(2)
|
$ 2,044,498.75
|
September
25, 2037
|
||||
I-45-A
|
Variable(2)
|
$ 1,945,501.25
|
September
25, 2037
|
||||
I-45-B
|
Variable(2)
|
$ 1,945,501.25
|
September
25, 2037
|
||||
I-46-A
|
Variable(2)
|
$ 1,851,500.00
|
September
25, 2037
|
||||
I-46-B
|
Variable(2)
|
$ 1,851,500.00
|
September
25, 2037
|
||||
I-47-A
|
Variable(2)
|
$ 1,762,498.50
|
September
25, 2037
|
||||
I-47-B
|
Variable(2)
|
$ 1,762,498.50
|
September
25, 2037
|
||||
I-48-A
|
Variable(2)
|
$ 1,677,000.50
|
September
25, 2037
|
||||
I-48-B
|
Variable(2)
|
$ 1,677,000.50
|
September
25, 2037
|
||||
I-49-A
|
Variable(2)
|
$ 1,596,500.50
|
September
25, 2037
|
||||
I-49-B
|
Variable(2)
|
$ 1,596,500.50
|
September
25, 2037
|
||||
I-50-A
|
Variable(2)
|
$ 1,519,999.25
|
September
25, 2037
|
||||
I-50-B
|
Variable(2)
|
$ 1,519,999.25
|
September
25, 2037
|
||||
I-51-A
|
Variable(2)
|
$ 1,446,501.00
|
September
25, 2037
|
||||
I-51-B
|
Variable(2)
|
$ 1,446,501.00
|
September
25, 2037
|
||||
I-52-A
|
Variable(2)
|
$ 1,376,499.25
|
September
25, 2037
|
||||
I-52-B
|
Variable(2)
|
$ 1,376,499.25
|
September
25, 2037
|
||||
I-53-A
|
Variable(2)
|
$ 1,311,000.25
|
September
25, 2037
|
||||
I-53-B
|
Variable(2)
|
$ 1,311,000.25
|
September
25, 2037
|
||||
I-54-A
|
Variable(2)
|
$ 1,247,499.75
|
September
25, 2037
|
||||
I-54-B
|
Variable(2)
|
$ 1,247,499.75
|
September
25, 2037
|
||||
I-55-A
|
Variable(2)
|
$ 1,187,501.00
|
September
25, 2037
|
||||
I-55-B
|
Variable(2)
|
$ 1,187,501.00
|
September
25, 2037
|
||||
I-56-A
|
Variable(2)
|
$ 1,130,998.75
|
September
25, 2037
|
||||
I-56-B
|
Variable(2)
|
$ 1,130,998.75
|
September
25, 2037
|
||||
I-57-A
|
Variable(2)
|
$ 1,075,999.75
|
September
25, 2037
|
||||
I-57-B
|
Variable(2)
|
$ 1,075,999.75
|
September
25, 2037
|
||||
I-58-A
|
Variable(2)
|
$ 1,024,500.75
|
September
25, 2037
|
||||
I-58-B
|
Variable(2)
|
$ 1,024,500.75
|
September
25, 2037
|
||||
I-59-A
|
Variable(2)
|
$ 974,499.75
|
September
25, 2037
|
||||
I-59-B
|
Variable(2)
|
$ 974,499.75
|
September
25, 2037
|
||||
I-60-A
|
Variable(2)
|
$ 19,525,000.25
|
September
25, 2037
|
||||
I-60-B
|
Variable(2)
|
$ 19,525,000.25
|
September
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month immediately following the maturity
date for
the Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
REMIC
II
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC I Regular Interests subject to this Agreement
as a REMIC (as defined herein) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC II”. The Class
R-2 Interest will be the sole class of “residual interests” in REMIC II for
purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Uncertificated REMIC II
Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC II Regular Interests (as
defined herein). None of the REMIC II Regular Interests will be
certificated.
Designation
|
Uncertificated
REMIC II Pass-Through Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
LTAA
|
Variable(2)
|
$ 602,953,765.95
|
September
25, 2037
|
|||
LTA1
|
Variable(2)
|
$ 4,168,880.00
|
September
25, 2037
|
|||
LTA2
|
Variable(2)
|
$ 741,810.00
|
September
25, 2037
|
|||
LTA3
|
Variable(2)
|
$ 736,600.00
|
September
25, 2037
|
|||
LTA4
|
Variable(2)
|
$ 129,990.00
|
September
25, 2037
|
|||
LTM1
|
Variable(2)
|
$ 98,440.00
|
September
25, 2037
|
|||
LTM2
|
Variable(2)
|
$ 49,220.00
|
September
25, 2037
|
|||
LTM3
|
Variable(2)
|
$ 30,760.00
|
September
25, 2037
|
|||
LTM4
|
Variable(2)
|
$ 30,770.00
|
September
25, 2037
|
|||
LTM5
|
Variable(2)
|
$ 30,760.00
|
September
25, 2037
|
|||
LTM6
|
Variable(2)
|
$ 30,760.00
|
September
25, 2037
|
|||
LTM7
|
Variable(2)
|
$ 43,060.00
|
September
25, 2037
|
|||
LTZZ
|
Variable(2)
|
$ 6,214,128.90
|
September
25, 0000
|
|||
XXX
|
Variable(2)
|
$ 100.00
|
September
25, 2037
|
|||
LTIO
|
Variable(2)
|
(3)
|
September
25, 2037
|
______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month immediately following the maturity
date for
the Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
(3)
|
REMIC
II Regular Interest LTIO will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional
Amount.
|
REMIC
III
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC II Regular Interests as a REMIC (as defined
herein) for federal income tax purposes, and such segregated pool of assets
will
be designated as “REMIC III”. The Class R-3 Interest will evidence
the sole class of “residual interests” in REMIC III for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate 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 Classes of Certificates and REMIC Regular
Interests that evidence “regular interests” in REMIC III.
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
Class
A-1
|
Variable(2)
|
$ 416,888,000.00
|
September
25, 2037
|
|||
Class
A-2
|
Variable(2)
|
$ 74,181,000.00
|
September
25, 2037
|
|||
Class
A-3
|
Variable(2)
|
$ 73,660,000.00
|
September
25, 2037
|
|||
Class
A-4
|
Variable(2)
|
$ 12,999,000.00
|
September
25, 2037
|
|||
Class
M-1
|
Variable(2)
|
$ 9,844,000.00
|
September
25, 2037
|
|||
Class
M-2
|
Variable
(2)
|
$ 4,922,000.00
|
September
25, 2037
|
|||
Class
M-3
|
Variable(2)
|
$ 3,076,000.00
|
September
25, 2037
|
|||
Class
M-4
|
Variable(2)
|
$ 3,077,000.00
|
September
25, 2037
|
|||
Class
M-5
|
Variable(2)
|
$ 3,076,000.00
|
September
25, 2037
|
|||
Class
M-6
|
Variable(2)
|
$ 3,076,000.00
|
September
25, 2037
|
|||
Class
M-7
|
Variable(2)
|
$ 4,306,000.00
|
September
25, 2037
|
|||
Class
C Interest
|
Variable(3)
|
$ 6,153,944.85
|
September
25, 2037
|
|||
Class
P Interest
|
N/A(4)
|
$ 100.00
|
September
25, 2037
|
|||
Class
IO Interest
|
N/A(5)
|
N/A
|
September
25, 2037
|
______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each Class of
Certificates.
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein and
subject to a rate cap.
|
(3)
|
The
Class C Certificates will accrue interest at its variable Pass-Through
Rate on the Notional Amount of the Class C Certificates outstanding
from
time to time which shall equal the aggregate Uncertificated Principal
Balances of the REMIC II Regular Interests (other than REMIC II Regular
Interest LTP). The Class C Certificates will not accrue interest
on their
Certificate Principal Balance.
|
(4)
|
The
Class P Certificates will not have a Pass-Through Rate and will not
accrue
interest.
|
(5)
|
The
Class IO Interest will be entitled to 100% of amounts distributed
on REMIC
II Regular Interest LTIO.
|
REMIC
IV
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC (as defined herein)
for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC IV”. The Class R-4 Interest will evidence the
sole class of “residual interests” in REMIC IV for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate 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 Classes of Certificates that evidence “regular
interests” in REMIC IV.
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
Class
C
|
(2)
|
$ 6,153,944.85
|
September
25, 2037
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in September 2037 has been designated as the
“latest
possible maturity date” for the Class C Certificates.
|
(2)
|
The
Class C Certificates will be entitled to 100% of amounts distributed
on
the Class C Interest.
|
REMIC
V
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC (as defined herein)
for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC V”. The Class R-5 Interest will evidence the
sole class of “residual interests” in REMIC V for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate 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 Classes of Certificates that evidence “regular
interests” in REMIC V.
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
Class
P
|
(2)
|
$ 100.00
|
September
25, 2037
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in September 2037 has been designated as
the “latest possible maturity date” for the Class P
Certificates.
|
(2)
|
The
Class P Certificates will be entitled to 100% of amounts distributed
on
the Class P Interest.
|
REMIC
VI
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC (as defined herein)
for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC VI”. The Class R-6 Interest will evidence the
sole class of “residual interests” in REMIC VI for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for REMIC VI Regular Interest SWAP-IO.
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
SWAP-IO
|
(2)
|
N/A
|
September
25, 2037
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in September 2037 has been designated as the
“latest
possible maturity date” for REMIC VI Regular Interest
SWAP-IO
|
(2)
|
REMIC
VI Regular Interest SWAP-IO will be entitled to 100% of amounts
distributed on the Class IO
Interest.
|
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions.
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
10-K
Filing Deadline: As defined in Section 9.12(b)(i).
Account
Property: All amounts and investments held from time to time in a
Securities Account (whether in the form of deposit accounts, physical property,
book-entry securities, uncertificated securities, securities entitlements,
investment property or otherwise), and all proceeds of the
foregoing.
Accountant’s
Attestation: As defined in Section 3.22(b)(i).
Accrual
Period: With respect to any Distribution Date and the Offered Certificates,
the period from the prior Distribution Date (or, with respect to the first
Distribution Date, from the Closing Date) to (but excluding) the current
Distribution Date (calculated on an actual/360 day basis).
Additional
Disclosure Notification: As set forth in Exhibit S.
Additional
Form 10-D Disclosure: As defined in Section
9.12(a)(1).
Additional
Form 10-K Disclosure: As defined in Section
9.12(b)(i).
Adjustable
Rate Mortgage Loan: Any Mortgage Loan that has an adjustable
Mortgage Rate.
Adjusted
Net Maximum WAC: For any Distribution Date, is the sum of (i) the
Net Maximum WAC, (ii) the product of (x) the aggregate of any amounts received
in respect of the Cap Contract for the related Accrual Period and (y) a
fraction, the numerator of which is 12 and the denominator of which is the
aggregate Stated Principal Balance of the Loans as of the Due Date occurring
in
the month preceding the month of that Distribution Date (after giving effect
to
principal prepayments in the Prepayment Period related to that prior Due Date)
and (iii) the product of (x) any amounts received in respect of the Swap
Agreement for the related Accrual Period and (y) a fraction, the numerator
of
which is 12 and the denominator of which is the aggregate Stated Principal
Balance of the Loans as of the Due Date occurring in the month preceding the
month of that Distribution Date (after giving effect to principal prepayments
in
the Prepayment Period related to that prior Due Date).
Adjusted
Net Rate Cap: For each Distribution Date and each Class of
Offered Certificates is the product of: (x) the Adjusted Net Maximum WAC
multiplied by (y) a fraction, the numerator of which is 30, and the denominator
of which is the actual number of days that elapsed in the related Accrual
Period.
Adjustment
Date: As to each Adjustable Rate Mortgage Loan, the date on which
the Mortgage Rate is adjusted in accordance with the terms of the related
Mortgage Note and Mortgage.
Advance: An
advance of principal or interest required to be made by the applicable Servicer
pursuant to the related Servicing Agreement or required to be made by the Master
Servicer with respect to any Distribution Date pursuant to Section
4.01.
Adverse
REMIC Event: Either (i) the loss of status as a REMIC, within the
meaning of Section 860D of the Code, for any group of assets identified as
a
REMIC in the Preliminary Statement to this Agreement, or (ii) the imposition
of
any tax, including the tax imposed under Section 860F(a)(1) of the Code on
prohibited transactions and the tax imposed under Section 860G(d) of the Code
on
certain contributions to a REMIC, on any REMIC created hereunder to the extent
such tax would be payable from assets held as part of the Trust
Fund.
Affiliate: When
used with reference to a specified Person, another Person that (i) directly
or
indirectly controls or is controlled by or is under common control with the
specified Person, (ii) is an officer of, partner in or trustee of, or serves
in
a similar capacity with respect to, the specified Person or of which the
specified Person is an officer, partner or trustee, or with respect to which
the
specified Person serves in a similar capacity, or (iii) directly or indirectly
is the beneficial owner of 10% or more of any class of equity securities of
the
specified Person or of which the specified Person is directly or indirectly
the
owner of 10% or more of any class of equity securities.
Agreement: This
Pooling and Servicing Agreement and all amendments or supplements
hereto.
Amount
Held for Future Distribution: As to any related Distribution Date
and any Mortgage Loan, the aggregate amount held in the Collection Account
at
the close of business on the related Servicer Remittance Date with respect
to
such Mortgage Loan at the close of business on the related Servicer Remittance
Date on account of (i) Principal Prepayments received after the related
Prepayment Period and Liquidation Proceeds and Insurance Proceeds received
in
the month of such Distribution Date and (ii) all Scheduled Payments due after
the related Due Date.
Annual
Statement of Compliance: As defined in Section 3.21(a).
Applied
Realized Loss Amount: With respect to any Distribution Date, the amount, if
any, by which the aggregate Class Principal Balance of all Classes of
Certificates (after all distributions of principal on such Distribution Date)
exceeds the aggregate Stated Principal Balance of the Mortgage Loans as of
the
Due Date in the month of such Distribution Date.
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value of
the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sales price of the Mortgaged Property at
the
time of the origination of such Mortgage Loan; and (ii) with respect to a
Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the
appraisal made at the time of the origination of such Refinancing Mortgage
Loan
as modified by an updated appraisal.
Assessment
of Compliance: As defined in Section 3.22(i)(a).
Assignment: An
individual assignment of a 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.
Assignment
Agreements: The following Assignment, Assumption and Recognition
Agreements, each dated as of July 31, 2007, whereby certain Servicing Agreements
solely with respect to the related Mortgage Loans were assigned to the Depositor
for the benefit of the Certificateholders:
(a) The
Assignment, Assumption and Recognition Agreement among Xxxxxx, as company,
the
Transferor and the Depositor;
(b) The
Assignment, Assumption and Recognition Agreement among GMACM, as company, the
Transferor and the Depositor;
(c) The
Assignment, Assumption and Recognition Agreement among JPMCBNA, as company,
the
Transferor and the Depositor;
(d) The
Assignment, Assumption and Recognition Agreement among Mid America Bank, as
company, the Transferor and the Depositor;
(e) The
Assignment, Assumption and Recognition Agreement among Xxxxx Fargo, as company,
the Transferor and the Depositor; and
(f) The
Assignment, Assumption and Recognition Agreement among HomEq, as company, the
Transferor and the Depositor.
Assignment
of Proprietary Lease: With respect to a Cooperative Mortgage
Loan, the assignment or mortgage of the related Proprietary Lease from the
Mortgagor to the originator of the Cooperative Mortgage Loan.
Auction
Initiator: The Class C Certificateholder; provided, that if the
Class C Certificateholder has not exercised its rights to initiate an auction
under Section 10.01 on any date on which the Class C Certificateholder is
entitled to do so, and the Master Servicer has not exercised its termination
rights under Section 10.01 on any date on which the Master Servicer is entitled
to do so, the Auction Initiator shall be the NIMS Insurer.
Auction
Date: As defined in Section 10.01(b).
Auction
Purchaser: As defined in Section 10.01(b).
Auction
Sale Price: As defined in Section 10.01(b).
Available
Funds: As to any Distribution Date, the sum of (a) the Interest Remittance
Amount for that Distribution Date and (b) the Principal Remittance Amount for
that Distribution Date.
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Basic
Principal Distribution Amount: With respect to each Distribution Date, the
lesser of:
(a) the
aggregate Class Principal Balance of the Offered Certificates immediately prior
to such Distribution Date, and
(b) the
excess, if any, of (a) the Principal Remittance Amount for such Distribution
Date over (b) the Overcollateralization Release Amount for such Distribution
Date.
Book-Entry
Certificates: The Offered 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, Minnesota,
Maryland, Philadelphia, Pennsylvania or any city in which the Corporate Trust
Office of the Trustee or Trust Administrator is located are authorized or
obligated by law or executive order to be closed.
Cap
Account: A segregated trust account established and maintained by the Trust
Administrator pursuant to 3.07(i) of this agreement in which payments received
from the Cap Provider will be deposited.
Cap
Contract: The ISDA Master Agreement, dated as of July 31, 2007,
between the Supplemental Interest Trust Trustee and the Cap Provider, including
the schedule to the ISDA Master Agreement, the Credit Support Annex (or other
credit support document relating thereto), and the confirmation identified
by
the reference number 37748816, and attached hereto as Exhibit O.
Cap
Contract Termination Date: The Distribution Date in July
2014.
Cap
Provider: The cap provider under the Cap Contract. Initially, the
Cap Provider shall be UBS AG, London Branch.
Cenlar: Cenlar
FSB, a Delaware limited liability company and its successors and assigns, in
its
capacity as Servicer of the Cenlar Serviced Mortgage Loans.
Cenlar
Serviced Mortgage Loans: The Mortgage Loans for which Cenlar is
listed as “Servicer” on the Mortgage Loan Schedule.
Cenlar
Servicing Agreement: Solely with respect to the Cenlar Serviced
Mortgage Loans, that certain Servicing Agreement dated as of January 1, 2006
(the “Servicing Agreement”), by and among Cenlar, as servicer, the Transferor, as seller and
Xxxxx Fargo, as master servicer, as the same may be amended from time to time,
and any assignments and conveyances related to the Cenlar Serviced Mortgage
Loans.
Certificate: Any
one of the Certificates executed by the Trust Administrator on behalf of the
Trust and authenticated by the Trust Administrator in substantially the forms
attached hereto as Exhibits A through F.
Certificate
Factor: With respect to any Class of Regular Certificates as of any
Distribution Date, a fraction, expressed as a decimal carried to at least six
places, the numerator of which is the aggregate Certificate Principal Balance
(or the Notional Amount, in the case of the Class C Certificates) of such
Class of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses in reduction
of
the Certificate Principal Balance (or the Notional Amount, in the case of the
Class C Certificates) of such Class of Certificates to be made on such
Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the
Class C Certificates) of such Class of Certificates as of the Closing
Date.
Certificate
Margin: The certificate margin with respect to each Class of the
Senior Certificates and Mezzanine Certificates will be as set forth
below:
Margin
|
||||
Class
|
(1)
|
(2)
|
||
A-1
|
0.310%
|
0.620%
|
||
A-2
|
0.550%
|
1.100%
|
||
A-3
|
0.500%
|
1.000%
|
||
A-4
|
0.750%
|
1.500%
|
||
M-1
|
0.900%
|
1.350%
|
||
M-2
|
1.100%
|
1.650%
|
||
M-3
|
1.400%
|
2.100%
|
||
M-4
|
1.500%
|
2.250%
|
||
M-5
|
1.500%
|
2.250%
|
||
M-6
|
1.500%
|
2.250%
|
||
M-7
|
1.500%
|
2.250%
|
(1) For
each Distribution Date through and including the Optional Termination
Date.
(2) For
each Distribution Date after the Optional Termination Date if the Optional
Termination is not exercised.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate.
Certificate
Principal Balance: With respect to any Certificate (other than
the Class C Certificates) at any date, the maximum dollar amount of
principal to which the Holder thereof is then entitled under this Agreement,
such amount being equal to the Denomination of that Certificate (A) plus any
increase to the Certificate Principal Balance of such Certificate pursuant
to
Section 4.02 due to the receipt of Subsequent Recoveries and (B) minus
the sum of (i) all distributions of principal previously made with respect
to that Certificate, and (ii) any Applied Realized Loss Amounts allocated
to such Certificate on previous Distribution Dates pursuant to Section 4.02(c)
without duplication. With respect to each Class C Certificate as
of any date of determination, an amount equal to the Percentage Interest
evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Uncertificated Balance of the Middle REMIC Regular Interests over
(B)
the then aggregate Certificate Principal Balance of the Senior Certificates
and
the Mezzanine Certificates then outstanding.
Certificate
Register: The register maintained pursuant to Section 5.02
hereof.
Certificateholder
or Holder: The person in whose name a Certificate is registered
in the Certificate Register, except that, solely for the purpose of giving
any
consent pursuant to this Agreement, any Certificate registered in the name
of
the Master Servicer or the Depositor or any affiliate of the Master Servicer
or
the Depositor, as applicable, shall be deemed not to be Outstanding and the
Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary
to
effect such consent has been obtained; provided, however, that if
any such Person (including the Master Servicer or the Depositor) owns 100%
of
the Percentage Interests evidenced by a Class of Certificates, such Certificates
shall be deemed to be Outstanding for purposes of any provision hereof that
requires the consent of the Holders of Certificates of a particular Class
as a condition to the taking of any action hereunder. The Trust
Administrator and the NIMS Insurer, if any, are entitled to rely conclusively
on
a certification of the Master Servicer or the Depositor or any affiliate of
the
Master Servicer or the Depositor, as applicable, in determining which
Certificates are registered in the name of an affiliate of the Master Servicer
or the Depositor.
Certification: As
specified in Section 9.12(d).
Certification
Parties: As defined in Section 9.12(b).
Certifying
Person: As defined in Section 9.12(b).
Class: All
Certificates bearing the same class designation.
Class AB
Certificates: The Class A-1 and Class A-2
Certificates.
Class
C Certificate: Any one of the Class C Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit D-1 and evidencing (i) a Regular Interest in
REMIC IV, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
Termination Payments and (iii) the obligation to pay the Class IO Distribution
Amount.
Class
C Interest: An uncertificated interest in the Trust Fund held by
the Trustee on behalf of the Holders of the Class C Certificates, evidencing
a
Regular Interest in REMIC III for purposes of the REMIC Provisions.
Class
IO Distribution Amount: As defined in Section 9.11
hereof. For purposes of clarity, the Class IO Distribution Amount for
any Distribution Date shall equal the amount payable to the Holder of the Class
C Certificates on such Distribution Date in excess of the amount payable on
REMIC VI Regular Interest SWAP-IO on such Distribution Date, all as further
provided in Section 9.11 hereof.
Class
IO Interest: An uncertificated interest in the Trust Fund held by
the Trustee, evidencing a REMIC Regular Interest in REMIC III for purposes
of
the REMIC Provisions.
Class
P Certificate: Any one of the Class P Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit D-2 and evidencing a Regular Interest
in REMIC V.
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
P Prepayment Charges: Any prepayment premium, penalty or charge
to which the Trust is entitled with respect to the Mortgage Loans identified
on
Schedule V attached hereto.
Class
Principal Balance: With respect to any Class of Certificates and
as to any date of determination, the aggregate of the Certificate Principal
Balances of all Certificates of such Class as of such date.
Class
R Certificate: Any one of the Class R Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit D-3 and evidencing the ownership of the Class R-1 Interest,
the Class R-2 Interest and the Class R-3 Interest.
Class
R-X Certificate: Any one of the Class R-X Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit D-3 and evidencing the ownership of the Class
R-4
Interest, the Class R-5 Interest and the Class R-6 Interest.
Class
R-1 Interest: The uncertificated Residual Interest in REMIC I for the
purposes of the REMIC Provisions.
Class
R-2 Interest: The uncertificated Residual Interest in REMIC II for the
purposes of the REMIC Provisions.
Class
R-3 Interest: The uncertificated Residual Interest in REMIC III for the
purposes of the REMIC Provisions.
Class
R-4 Interest: The uncertificated Residual Interest in REMIC IV for the
purposes of the REMIC Provisions.
Class
R-5 Interest: The uncertificated Residual Interest in REMIC V for the
purposes of the REMIC Provisions.
Class
R-6 Interest: The uncertificated Residual Interest in REMIC VI for the
purposes of the REMIC Provisions.
Clearstream:
Clearstream Banking Luxembourg, formerly known as
Cedelbank SA.
Closing
Date: July 31, 2007.
Code: The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Collection
Account: The separate Eligible Account or Accounts created and
maintained by the Master Servicer pursuant to Section 3.07 with a depository
institution in the name of the Master Servicer for the benefit of the Trustee
on
behalf of Certificateholders and designated “Xxxxx Fargo Bank, N.A., for the
benefit of U.S. Bank National Association, in trust for the registered Holders
of MASTR Adjustable Rate Mortgages Trust 2007-HF2, Mortgage Pass-Through
Certificates, Series 2007-HF2.” The Collection Account may be deemed
to be a sub-account of the Distribution Account.
Commission: The
U.S. Securities and Exchange Commission.
Compensating
Interest: With respect to any Distribution Date and any Servicer,
the amount required to be paid by such Servicer under the related Servicing
Agreement in connection with Prepayment Interest Shortfalls that occur on
Mortgage Loans serviced by such Servicer for the related Distribution
Date.
Control
Person: As defined in Section 8.05.
Cooperative
Corporation: With respect to any Cooperative Mortgage Loan, the cooperative
apartment corporation that holds legal title to the related Cooperative Property
and grants occupancy rights to units therein to stockholders through Proprietary
Leases or similar arrangements.
Cooperative
Lien Search: A search for (a) federal tax liens, mechanics’
liens, lis pendens, judgments of record or otherwise against (i) the Cooperative
Corporation and (ii) the seller of the Cooperative Unit, (b) filings of
Financing Statements and (c) the deed of the Cooperative Property into the
Cooperative Corporation.
Cooperative
Mortgage Loan: A Mortgage Loan that is secured by a second lien
on and a perfected security interest in Cooperative Shares and the related
Proprietary Lease granting exclusive rights to occupy the related Cooperative
Unit in the building owned by the related Cooperative Corporation.
Cooperative
Property: With respect to any Cooperative Mortgage Loan, all real
property and improvements thereto and rights therein and thereto owned by a
Cooperative Corporation including without limitation the land, separate dwelling
units and all common elements.
Cooperative
Shares: With respect to any Cooperative Mortgage Loan, the shares
of stock issued by a Cooperative Corporation and allocated to a Cooperative
Unit
and represented by stock certificates.
Cooperative
Unit: With respect to any Cooperative Mortgage Loan, a specific
unit in a Cooperative Property.
Corporate
Trust Office: With respect to the Trustee, the designated office
of the Trustee at which at any particular time its corporate trust business
with
respect to this Agreement shall be administered, which office at the date of
execution of this Agreement is located at EP-MN-WS3D, 00 Xxxxxxxxxx Xxxxxx,
Xx.
Xxxx, Xxxxxxxxx 00000, Attention: Structured Finance—MASTR Adjustable Rate
Mortgages Trust 2007-HF2, which is the address to which appropriate notices
to
and correspondence with the Trustee should be directed
With
respect to the Trust Administrator, the designated office of the Trust
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
execution of this Agreement is located for certificate transfer purposes at
Xxxxx Fargo Center, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: Corporate Trust Services—MARM 2007-HF2, and for all other
purposes at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx 00000, Attention: Client
Manager—MARM 2007-HF2.
Corresponding
Certificate: With respect to each REMIC II Regular Interest set
forth below, the corresponding Regular Certificate set forth in the table
below:
REMIC
II Regular Interest
|
Regular Certificate
|
|
LTA1
|
Class
A-1
|
|
LTA2
|
Class
A-2
|
|
LTA3
|
Class
A-3
|
|
LTA4
|
Class
A-4
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTP
|
Class
P
|
Covered
Mortgage Loan: A Mortgage Loan categorized as Covered pursuant to
Appendix E of Standard & Poor’s Glossary.
Credit
Risk Manager: Xxxxx Fargo Bank, N.A.
Credit
Support Annex: The credit support annex, dated as of July 31, 2007, between
the Supplemental Interest Trust Trustee and the Derivative Provider, which
is
annexed to and forms part of the Swap Agreement and Cap Contract.
Cumulative
Loss Trigger Event: A Cumulative Loss Trigger Event is in effect
with respect to a Distribution Date on or after the Stepdown Date if the
aggregate amount of Realized Losses on the Mortgage Loans from (and including)
the Cut-off Date for each such Mortgage Loan to (and including) the related
Due
Date (reduced by the aggregate amount of Subsequent Recoveries received from
the
Cut-off Date through the Prepayment Period related to that Due Date) exceeds
the
applicable percentage, for such Distribution Date, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, as set forth
below:
Distribution
Date
|
Percentage
|
August
2009 – July 2010
|
0.25%
with respect to August 2009, plus an additional 1/12th of 0.35% for
each
month thereafter through July 2010.
|
August
2010 – July 2011
|
0.60%
with respect to August 2010, plus an additional 1/12th of 0.40% for
each
month thereafter through July 2011.
|
August
2011 – July 2012
|
1.00%
with respect to August 2011, plus an additional 1/12th of 0.25% for
each
month thereafter through July 2012.
|
August
2012 – July 2013
|
1.25%
with respect to August 2012, plus an additional 1/12th of 0.25% for
each
month thereafter through July 2013.
|
August
2013 and thereafter
|
1.50%
|
Current
Interest: With respect to each Class of Offered Certificates and
each Distribution Date, the interest accrued at the applicable Pass-Through
Rate
for the applicable Accrual Period on the Class Principal Balance of such Class
immediately prior to such Distribution Date.
Custodian: Xxxxx
Fargo, in its capacity as custodian hereunder, and its successor and assigns
or
any successor Custodian hereunder.
Cut-off
Date: July 1, 2007.
Cut-off
Date Principal Balance: The aggregate Principal Balance of the
Mortgage Loans as of the close of business on the Cut-off Date, which amount
is
equal to $615,259,044.85.
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 the 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 which is final and non-appealable in a
proceeding under the Bankruptcy Code.
Definitive
Certificates: Any Physical Certificate issued pursuant to Section
5.02(e).
Deleted
Mortgage Loan: Any Mortgage Loan that is replaced or required to
be replaced pursuant to Section 2.02 or 2.03.
Delinquency
Rate: With respect to any Distribution Date on or after the
Stepdown Date, a fraction, expressed as a percentage, the numerator of which
is
the aggregate Stated Principal Balance for such Distribution Date of all Loans
that were 60 or more days Delinquent as of the close of business on the last
day
of the calendar month preceding such Distribution Date (including Loans in
foreclosure, bankruptcy and REO Properties) and the denominator of which is
the
aggregate Stated Principal Balance for such Distribution Date of the Loans
as of
the related Due Date (after giving effect to principal prepayments in the
Prepayment Period related to that prior Due Date).
Delinquency
Trigger Event: A Delinquency Trigger Event is in effect with
respect to a Distribution Date on or after the Stepdown Date if the Rolling
Three Month Delinquency Rate for the outstanding Loans equals or exceeds the
product of (i) 43.75% and (ii) the Senior Enhancement Percentage.
Delinquent:
With respect to any Mortgage Loan, means that any monthly payment with respect
to such Mortgage Loan that is due on a Due Date is not made by the close of
business on the next scheduled Due Date for such Mortgage Loan. A Mortgage
Loan
is “30 days Delinquent” if such monthly payment has not been received by the
close of business on the corresponding day of the month immediately succeeding
the month in which such monthly payment was due or, if there was 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; and similarly for “60 days Delinquent” and “90
days Delinquent,” etc. (in each case, 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).
Denomination: With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Certificate Principal Balance of this Certificate” or the “Initial
Notional Amount of this Certificate” or, if neither of the foregoing, the
Percentage Interest appearing on the face thereof.
Depositor: Mortgage
Asset Securitization Transactions, Inc., a Delaware corporation, or its
successor in interest.
Depository: The
initial Depository shall be The Depository Trust Company, the nominee of which
is CEDE & Co., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
Book-Entry transfers and pledges of securities deposited with the
Depository.
Derivative
Provider: The Swap Provider and/or the Cap Provider, as the context so
requires.
Determination
Date: The date on which a Servicer is required to determine the
amount it is required to advance pursuant to the applicable Servicing
Agreement.
Distribution
Account: The separate Eligible Account created and maintained by
the Trust Administrator pursuant to Section 3.07 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 MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass-Through Certificates, Series
2007-HF2.” Funds in the Distribution Account shall be held in trust
for the Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution
Account Deposit Date: As to any Distribution Date, one Business
Day prior to such Distribution Date.
Distribution
Date: Commencing in August 2007, the Distribution Date shall be
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.
Distribution
Date Statement: The statement delivered to the Certificateholders
pursuant to Section 4.04.
Xxxxxx: Xxxxxx
Savings and Loan Association, F.A., a Delaware limited liability company and
its
successors and assigns, in its capacity as Servicer of the Xxxxxx Serviced
Mortgage Loans.
Xxxxxx
Serviced Mortgage Loans: The Mortgage Loans for which Xxxxxx is
listed as “Servicer” on the Mortgage Loan Schedule.
Xxxxxx
Servicing Agreement: Solely with respect to the Xxxxxx Serviced
Mortgage Loans, that certain Master Loan Purchase and Servicing Agreement,
dated
as of August 1, 2002 by and between the Transferor and Xxxxxx, as the same
may
be amended from time to time, and any assignments and conveyances related to
the
Xxxxxx Serviced Mortgage Loans.
Downgrade
Provisions: Provisions of the Swap Agreement which are triggered if the
short-term or long-term credit ratings of the Swap Provider fall below certain
levels specified in the Swap Agreement.
DTC:
The Depository Trust Company.
Due
Date: With respect to each Mortgage Loan, the date on which the Scheduled
Payment is due each month.
Due
Period: With respect to each Distribution Date, the period
commencing on the second day of the month preceding the month of the
Distribution Date and ending on the first day of the month of the Distribution
Date.
Eligible
Account: Either (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the 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) have the highest short
term ratings of each of S&P and Moody’s at the time any amounts are held on
deposit therein, or (ii) a segregated trust account or accounts maintained
with
the corporate trust department of a federal depository institution or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity. Eligible Accounts may bear interest
and
may include, if otherwise qualified under this definition, accounts maintained
by the Trust Administrator.
Eligible
Substitute Mortgage Loan: With respect to a Mortgage Loan
substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan
which
must, on the date of such substitution, (i) have a Principal Balance, (or,
in
the case of a substitution of more than one mortgage loan for a Deleted Mortgage
Loan, an aggregate Principal Balance), not in excess of, and not more than
10%
less than the Principal Balance of the Deleted Mortgage Loan; (ii) be accruing
interest at a rate no lower than and not more than 1% per annum higher than,
that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher
than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity
no greater than (and not more than one year less than that of) the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Section 2.03 hereof; (vi) be the same credit grade category as the Deleted
Mortgage Loan; (vii) have the same prepayment penalty term; and (viii) not
be a
Cooperative Mortgage Loan unless the Deleted Mortgage Loan was a Cooperative
Mortgage Loan.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
Euroclear:
The Euroclear System.
Events
of Default: Under the Swap Agreement, the following standard events of
default (each a Swap Default), among others, under the ISDA Master Agreement
(as
defined therein):
·
|
Failure
to Pay or Deliver,
|
·
|
“Bankruptcy”
(as amended in the Swap Agreement)
and
|
·
|
“Merger
without Assumption” (but only with respect to the Swap
Provider)
|
·
|
as
described in Sections 5(a)(i), 5(a)(vii) and 5(a)(viii) of the ISDA
Master
Agreement.
|
Excess
Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, exceeds (i) the Principal Balance of such Liquidated
Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became
a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage
Rate from the Due Date as to which interest was last paid or advanced (and
not
reimbursed) to Certificateholders up to the Due Date applicable to the
Distribution Date immediately following the calendar month during which such
liquidation occurred.
Exchange
Act: The Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations thereunder.
Xxxxxx
Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FDIC: The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification: With respect to the Custodian, the certification
required to be delivered by the Custodian not later than 90 days after the
Closing Date to the Depositor, the NIMS Insurer, the Trustee and the Transferor
in the form annexed hereto as Exhibit H pursuant to Section 2.02 of this
Agreement.
Financing
Statement: A financing statement in the form of a UCC-1 or UCC-3,
as applicable, filed pursuant to the Uniform Commercial Code to perfect a
security interest in the Cooperative Shares and Pledge Instruments.
Fixed
Swap Payment: With respect to any Distribution Date, a fixed amount equal to
the product of (i) a per annum rate for that Distribution Date as set forth
on
Schedule IV to this Agreement, (ii) the related Swap Notional Amount (as set
forth on Schedule IV attached hereto), (iii) 350 and (iv) a fraction, the
numerator of which is 30 and the denominator of which is 360.
Floating
Swap Payment: With respect to any Distribution Date, a floating amount equal
to the product of (i) LIBOR (as determined pursuant to the Swap Agreement for
such Distribution Date), (ii) the related Swap Notional Amount (as set forth
on
Schedule IV attached hereto), (iii) 350 and (iv) a fraction, the numerator
of
which is the actual number of days elapsed from and including the previous
Distribution Date to but excluding the current Distribution Date (or, for the
first Distribution Date, the actual number of days elapsed from and including
the Closing Date to but excluding the first Distribution Date), and the
denominator of which is 360.
Form
8-K Disclosure Information: As defined in Section
9.12(c)(i).
Formula
Rate: With respect to each Accrual Period and each Class of Offered
Certificates, will be a per annum rate equal to the lesser of: (i) LIBOR for
such Accrual Period plus the Certificate Margin for such Class and Accrual
Period, and (ii) the Adjusted Net Rate Cap for such Class for such Distribution
Date.
Xxxxxxx
Mac: Xxxxxxx Mac, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act
of
1970, as amended, or any successor thereto.
GMACM: GMAC
Mortgage, LLC a Delaware limited liability company formerly known as GMAC
Mortgage Corporation, and its successors and assigns, in its capacity as
Servicer of the GMACM Serviced Mortgage Loans.
GMACM
Serviced Mortgage Loans: The Mortgage Loans for which GMACM is
listed as “Servicer” on the Mortgage Loan Schedule.
GMACM
Servicing Agreement: Solely with respect to the GMACM Serviced
Mortgage Loans, the Servicing Agreement, dated as of November 1, 2001, between
the Transferor and GMACM, as amended by Amendment Number One, dated as of
January 1, 2003, as further amended by Amendment Number Two, dated as of July
1,
2006, and as the same may be further amended from time to time, and any
assignments and conveyances related to the GMACM Serviced Mortgage
Loans.
High
Cost Mortgage Loan: A Mortgage Loan classified as (a) a “high
cost” loan under the Home Ownership and Equity Protection Act of 1994, (b) a
“high cost home,” “threshold,” “covered,” (excluding New Jersey “Covered Home
Mortgage Loans” as that term is defined in clause (1) of the definition of that
term in the New Jersey Home Ownership Security Act of 2002), “high risk home,”
“predatory” or similar loan under any other 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)
or
(c) a Mortgage Loan categorized as High Cost pursuant to Appendix E of Standard
and Poor’s Glossary.
Highest
Priority: As of any date of determination, the Class of Mezzanine
Certificates then outstanding with a Class Principal Balance greater than zero,
with the highest priority for payments pursuant to Section 4.01, in the
following order of descending priority: Class X-0, Xxxxx X-0, Class M-3, Class
M-4, Class M-5, Class M-6 and Class M-7 Certificates.
Home
Loan: A Mortgage Loan categorized as a Home Loan pursuant to
Appendix E of Standard & Poor’s Glossary.
Homeownership
Act: The federal Truth-in-Lending Act as amended by the Home Ownership and
Equity Protection Act of 1994.
HomEq: Barclays
Capital Real Estate Inc. d/b/a HomEq Servicing.
HomEq
Serviced Mortgage Loans: The Mortgage Loans for which HomEq is
listed as “Servicer” on the Mortgage Loan Schedule.
HomEq
Servicing Agreement: Solely with respect to the HomEq Serviced
Mortgage Loans, that certain Amended and Restated Servicing Agreement, dated
as
of July 1, 2007, between the Transferor and HomEq, as the same may be amended
from time to time, and any assignments and conveyances related to the HomEq
Serviced Mortgage Loans.
Indenture:
The agreement pursuant to which the NIM securities are issued.
Independent:
When used with respect to any accountants, a Person who is “independent” within
the meaning of Rule 2-01(B) of the Commission’s Regulation
S-X. Independent means when used with respect to any other Person, a
Person who (a) is in fact independent of another specified Person and any
affiliate of such other Person, (b) does not have any material direct or
indirect financial interest in such other Person or any affiliate of such other
Person, (c) is not connected with such other Person or any affiliate of such
other Person as an officer, employee, promoter, underwriter, trust
administrator, trustee, partner, director or Person performing similar functions
and (d) is not a member of the immediate family of a Person defined clause
(b)
or (c) above.
Indirect
Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Initial
Certification: With respect to the Custodian, the certification
required to be executed by the Custodian and delivered on the Closing Date
to
the Depositor, the NIMS Insurer and the Trustee in the form annexed hereto
as
Exhibit G pursuant to Section 2.02 of this Agreement.
Initial
LIBOR Rate: 5.32% per annum.
Insolvency
Proceeding: With respect to any Person: (i) any case,
action, or proceeding with respect to such Person before any court or other
governmental authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding up, or relief of debtors; or
(ii) any general assignment for the benefit of creditors, composition,
marshaling of assets for creditors, or other, similar arrangement in respect
of
the creditors generally of such Person or any substantial portion of such
Person’s creditors, in any case undertaken under federal, state or foreign law,
including the Bankruptcy Code.
Insurance
Policy: With respect to any Mortgage Loan included in the Trust
Fund, any insurance policy, including all riders and endorsements thereto in
effect, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds: Proceeds paid by an insurer pursuant to any title
policy, hazard policy or other Insurance Policy covering a Mortgage Loan 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 the
procedures that the related Servicer would follow in servicing mortgage loans
held for its own account, subject to the terms and conditions of the related
Mortgage Note and Mortgage.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest
Carry Forward Amount: With respect to each Class of Senior
Certificates and Mezzanine Certificates and each Distribution Date, the sum
of
(i) the excess of (a) the Current Interest for such Class with respect to prior
Distribution Dates over (b) the amount actually distributed to such Class with
respect to interest on such prior Distribution Dates; plus (ii) interest on
the
amount of interest due but not paid on such Class on such prior Distribution
Dates, to the extent permitted by law, at the Pass-Through Rate for such Class
for the related Accrual Period.
Interest
Remittance Amount: With respect to the Mortgage Loans and any
Distribution Date, (x) the sum, without duplication, of (i) all scheduled
interest on the Mortgage Loans due on the related Due Date and received on
or
prior to the related Determination Date, less the related Servicing Fees and
any
payments made in respect of premiums on lender paid insurance mortgage loans,
(ii) all interest on Principal Prepayments on the Mortgage Loans, other than
Prepayment Interest Excess, (iii) all Advances relating to interest with respect
to the Mortgage Loans, (iv) all Compensating Interest with respect to the
Mortgage Loans and (v) Liquidation Proceeds with respect to the Mortgage Loans
during the related Prepayment Period (to the extent such Liquidation Proceeds
relate to interest), less (y) all reimbursements to the Master Servicer since
the immediately preceding Due Date for Nonrecoverable Advances of interest
previously made.
ISDA
Master Agreement: The form of the ISDA Master Agreement (Multicurrency -
Cross Border) as published and copyrighted in 1992 by the International Swaps
and Derivatives Association, Inc.
Issuing
Entity: As defined in Section 2.01(c).
JPMCBNA:
X.X. Xxxxxx Xxxxx Bank, N.A., and its successors and assigns, in its capacity
as
Servicer of the JPMCBNA Serviced Mortgage Loans.
JPMCBNA
Serviced Mortgage Loans: The Mortgage Loans for which JPMCBNA is
listed as “Servicer” on the Mortgage Loan Schedule.
JPMCBNA
Servicing Agreement: Solely with respect to the JPMCBNA Serviced
Mortgage Loans, that certain Master Loan Purchase and Servicing Agreement dated
as of September 1, 2002, as amended and restated to and including December
1, 2005 by and between the Transferor and Mid America Bank and as the same
may
be further amended from time to time, and any assignments and conveyances
related to the JPMCBNA Serviced Mortgage Loans.
Latest
Possible Maturity Date: The Distribution Date following the third
anniversary of the scheduled maturity date of the Mortgage Loan having the
latest scheduled maturity date as of the Cut-off Date.
LIBOR: As
to any Distribution Date, the arithmetic mean of the London Interbank offered
rate quotations for one month U.S. Dollar deposits, as determined by the Trust
Administrator in accordance with Section 4.13.
LIBOR
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York or in the
City
of London, England are required or authorized by law to be closed.
LIBOR
Certificates: The Senior Certificates and Mezzanine
Certificates.
LIBOR
Determination Date: As to any Distribution Date, other than the
first Distribution Date, and any Class of LIBOR Certificates, the second LIBOR
Business Day prior to the beginning of the applicable Accrual Period for such
Class and such Distribution Date.
Liquidated
Mortgage Loan: With respect to any Distribution Date, (i) a
defaulted Mortgage Loan (including any REO Property) which was liquidated in
the
calendar month preceding the month of such Distribution Date and as to which
the
applicable Servicer or the Master Servicer, as the case may be, has determined
(in accordance with the applicable Servicing Agreement and this Agreement)
that
it has received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan, including the final disposition of an REO
Property or (ii) any Mortgage Loan that becomes 180 days or more delinquent
in
the calendar month preceding the month of such Distribution Date.
Liquidation
Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage Loans,
whether through trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property,
less the sum of related unreimbursed Servicing Fees and Servicing
Advances.
Loan-to-Value
Ratio: With respect to any Mortgage Loan and as to any date of
determination, the fraction (expressed as a percentage) the numerator of which
is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the related
Mortgaged Property. For purposes of representation (xxxi) of Schedule
II, the Loan-to-Value Ratio will be the loan-to-value ratio calculated in
accordance with applicable state laws regarding primary mortgage
insurance.
Loan
Seller: With respect to any Mortgage Loan, the entity that sold
such Mortgage Loan to the Transferor.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Majority
Holder: As to any Class of Regular Certificates, the Holder of
Certificates of such Class evidencing, in the aggregate, at least 51% of the
Percentage Interests evidenced by all Certificates of such Class.
Majority
in Interest: As to any Class of Regular Certificates, the Holders
of Certificates of such Class evidencing, in the aggregate, at least 51% of
the
Percentage Interests evidenced by all Certificates of such Class.
Marker
Rate: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC II Pass-Through Rates for REMIC II Regular Interest LTA1, REMIC II Regular
Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4,
REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular
Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5,
REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7 and REMIC II
Regular Interest LTZZ, with the rates on each such REMIC II Regular Interest
(other than REMIC II Regular Interest LTZZ), subject to a cap equal to the
lesser of (i) One-Month LIBOR plus the Certificate Margin for the Corresponding
Certificate and (ii) the Net Rate Cap for the purpose of this calculation;
and
with the rate on REMIC II Regular Interest LTZZ subject to a cap of zero for
the
purpose of this calculation; provided, however, that for this
purpose, calculations of the Uncertificated REMIC II Pass-Through Rate and
the
related caps with respect to each such REMIC II Regular Interest (other than
REMIC II Regular Interest LTZZ) shall be multiplied by a fraction, the numerator
of which is the actual number of days elapsed in the related Accrual Period
and
the denominator of which is 30.
Master
Servicer: Xxxxx Fargo Bank, N.A., a national banking association,
and its successors and assigns, in its capacity as Master Servicer hereunder,
or
any successor Master Servicer hereunder.
Master
Servicer Event of Termination: As defined in Section 7.01
hereof.
Master
Servicing Compensation: The Master Servicer will be entitled to
compensation for its activities under this Agreement equal to (i) the investment
earnings on amounts on deposit in the Collection Account and (ii) interest
collections received on the related Mortgage Loan calculated on the Principal
Balance of such Mortgage Loan at a rate of 0.0050% (or in the case of certain
Mortgage Loans, 0.0350%) per annum.
Master
Servicing Officer: Any officer of the Master Servicer involved
in, or responsible for, the administration and master servicing of the Mortgage
Loans.
Maximum
LTZZ Uncertificated Accrued Interest Deferral Amount: With
respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest LTZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LTZZ minus the
REMIC II Overcollateralization Amount, in each case for such Distribution Date,
over (b) the sum of the Uncertificated Accrued Interest on REMIC II Regular
Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3,
REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6 and REMIC II
Regular Interest LTM7, with the rate on each such REMIC II Regular Interest
subject to a cap equal to the lesser of (i) One-Month LIBOR plus the Certificate
Margin for the Corresponding Certificate and (ii) the related Net Rate Cap
for
the purpose of this calculation; provided, however, that for this
purpose, calculations of the Uncertificated REMIC II Pass-Through Rate and
the
related caps with respect to each such REMIC II Regular Interest shall be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Accrual Period and the denominator of which is
30.
MERS: As
defined in Section 2.01.
Mezzanine
Certificates: The Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6 and Class M-7 Certificates.
Mezzanine
Principal Distribution Amount: For any Class of Mezzanine
Certificates and Distribution Date, the excess of:
(a) the
sum
of:
(i) the
aggregate Class Principal Balance of the Senior Certificates (after taking
into
account the distribution of the Senior Principal Distribution Amount for such
Distribution Date),
(ii) the
aggregate Class Principal Balance of any Class(es) of Mezzanine Certificates
that are senior to the subject Class (in each case, after taking into account
the distribution of the applicable Mezzanine Principal Distribution Amount(s)
for such more senior Class(es) of Certificates for such Distribution Date),
and
(iii) the
Class
Principal Balance of such Class of Mezzanine Certificates immediately prior
to
such Distribution Date, over
(b) the
lesser of (a) the product of (x) 100% minus the applicable Stepdown Target
Subordination Percentage for the subject Class of Mezzanine Certificates for
that Distribution Date and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the Due Date in the month of that Distribution Date (after
giving effect to principal prepayments received in the related Prepayment
Period) and (b) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the Due Date in the month of that Distribution Date (after giving effect
to
principal prepayments received in the related Prepayment Period) minus the
OC
Floor; provided, however, that if the Class Principal Balance of each
Class of Senior Certificates has been reduced to zero, and such Class of
Mezzanine Certificates is the only Class of Mezzanine Certificates outstanding
on such Distribution Date, that Class will be entitled to receive the entire
remaining Principal Distribution Amount until its Class Principal Balance is
reduced to zero.
Middle
REMIC: As specified in the Preliminary Statement.
Middle
REMIC Regular Interest: As specified in the Preliminary
Statement.
Mid
America Bank: Mid America Bank, fsb, a Delaware limited liability
company and its successors and assigns, in its capacity as Servicer of the
Mid
America Bank Serviced Mortgage Loans.
Mid
America Bank Serviced Mortgage Loans: The Mortgage Loans for
which Mid America Bank is listed as “Servicer” on the Mortgage Loan
Schedule.
Mid
America Bank Servicing Agreement: Solely with respect to the Mid
America Serviced Mortgage Loans, that certain Master Loan Purchase and Servicing
Agreement dated as of September 1, 2002, as amended and restated to and
including December 1, 2005 by and between the Transferor and Mid America Bank
and as the same may be further amended from time to time, and any assignments
and conveyances related to the Mid America Bank Serviced Mortgage
Loans.
Moody’s: Xxxxx’x
Investors Service, Inc., or any successor thereto. If Xxxxx’x is
designated as a Rating Agency in the Preliminary Statement, for purposes of
Section 11.05(b), the address for notices to Moody’s shall be Xxxxx’x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Residential Mortgage Monitoring Group, or such other
address as Moody’s may hereafter furnish to each other party to this
Agreement.
Mortgage: The
mortgage, deed of trust or other instrument creating a second lien on an estate
in fee simple or leasehold interest in real property securing a Mortgage
Note.
Mortgage
File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Custodian to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated as of July 30, 2007, between the Transferor and the
Depositor.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Custodian to reflect the addition of Eligible Substitute Mortgage
Loans and the deletion of Deleted 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, attached hereto as Schedule I, setting
forth the following information with respect to each Mortgage
Loan: (1) the Mortgage Loan identifying number; (2) the
Mortgagor’s first and last name; (3) the street address of the Mortgaged
Property including the city, state and zip code; (4) the original principal
balance of the Mortgage Loan; (5) the Scheduled Principal Balance of the
Mortgage Loan as of the close of business on the Cut-off Date; (6) the
unpaid principal balance of the Mortgage Loan as of the close of business on
the
Cut-off Date; (7) the last scheduled Due Date on which a Scheduled Payment
was applied to the Scheduled Principal Balance; (8) the last Due Date on
which a Scheduled Payment was actually applied to the unpaid principal balance;
(9) the Mortgage Rate in effect immediately following origination;
(10) the Mortgage Rate in effect immediately following the Cut-off Date (if
different from (9)); (11) the amount of the Scheduled Payment at
origination; (12) the amount of the Scheduled Payment as of the Cut-off
Date (if different from (11)); (13) a code indicating whether the Mortgaged
Property is owner occupied, a second home or an investor property; (14) a
code indicating whether the Mortgaged Property is a single family residence,
a
two-family residence, a three-family residence, a four-family residence, a
planned-unit development, a condominium or a Cooperative Unit; (15) a code
indicating the loan purpose (i.e., purchase, rate/term refinance, cash-out
refinance); (16) the stated maturity date; (17) the original months to
maturity; (18) the remaining months to maturity from the Cut-off Date based
on the original amortization Schedule and, if different, the remaining months
to
maturity expressed in the same manner but based on the actual amortization
schedule; (19) the origination date of the Mortgage Loan; (20) the
Loan-to-Value Ratio at origination; (21) the date on which the first
Scheduled Payment was due on the Mortgage Loan after the origination date;
(22) a code indicating the documentation style of the Mortgage Loan;
(23) a code indicating if the Mortgage Loan is subject to a Primary
Insurance Policy and, if so, the name of the Qualified Mortgage Insurer, the
certificate number and the coverage amount of the Primary Insurance Policy;
(24) the Servicing Fee Rate, and if such rate is subject to change, the
date such rate will change and the Servicing Fee Rate applicable thereafter;
(25) a code indicating whether the Mortgage Loan is subject to a prepayment
penalty and, if so, the term of such prepayment penalty and whether the same
shall be a Class P Prepayment Charge; (26) the credit score (or mortgage
score) of the Mortgagor; (27) the debt-to-income ratio of the Mortgage
Loan; (28) the next Adjustment Date; (29) the lifetime mortgage rate
cap; (30) the Periodic Rate Cap; (31) the maximum interest rate;
(32) the minimum interest rate; (33) [reserved]; (34) the date on
which the Mortgage Loan was transferred to the Transferor; (35) [reserved];
(36) the initial Servicer; (37) a code indicating the originator of
the Mortgage Loan; (38) a code indicating whether the Mortgage Loan is a
Cooperative Loan; (39) a code indicating the Custodian; and (40) a
code indicating whether such Mortgage Loan is a Home Loan.
Mortgage
Loans: Such of the mortgage loans and cooperative 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. With respect to each Mortgage Loan that
is a Cooperative Mortgage Loan, if any, “Mortgage Loan” shall include, but not
be limited to, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Recognition Agreement, Cooperative Shares and Proprietary
Lease and, with respect to each Mortgage Loan other than a Cooperative Mortgage
Loan, “Mortgage Loan” shall include, but not be limited to the related Mortgage
and the related Mortgage Note.
Mortgage
Note: The original executed note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage
Pool: The pool of Mortgage Loans included in the
Trust.
Mortgage
Rate: With respect to any Mortgage Loan, the per annum interest
rate at which such Mortgage Loan accrues interest.
Mortgaged
Property: The property securing a Mortgage Loan which will
consist of one- to four-family residential properties consisting of attached
or
detached one- to four-family dwelling units and individual condominium
units.
Mortgagor: Each
obligor on a Mortgage Note.
Net
Maximum Mortgage Rate: As to each Adjustable Rate Mortgage Loan,
the applicable maximum Mortgage Rate thereof minus the related Servicing Fee
Rate and any lender paid mortgage insurance premiums for such Loan (expressed
as
a per annum percentage of its Stated Principal Balance). As to each
Mortgage Loan that is not an Adjustable Rate Mortgage Loan, the Net Mortgage
Rate of such Mortgage Loan.
Net
Maximum WAC: For any Distribution Date, the weighted
average of the Net Maximum Mortgage Rate of each Mortgage Loan, weighted on
the
basis of its Stated Principal Balance as of the Due Date occurring in the month
preceding the month of that Distribution Date (after giving effect to principal
prepayments in the Prepayment Period related to that prior Due
Date).
Net
Monthly Excess Cashflow: With respect to any Distribution Date,
the sum for such Distribution Date of (a) any Overcollateralization Release
Amount and (b) the excess of (x) the Available Funds for such Distribution
Date
over (y) the sum for such Distribution Date of (A) the Current Interest for
the
Senior Certificates and Mezzanine Certificates, (B) the Interest Carry Forward
Amount for the Senior Certificates, (C) the Principal Remittance Amount and
(D)
any Net Swap Payments or Swap Termination Payments (not caused by any Swap
Provider Trigger Event) payable to the Swap Provider.
Net
Mortgage Rate: For each Distribution Date and each Mortgage Loan,
the applicable Mortgage Rate thereof minus the related Servicing Fee Rate and
any lender paid mortgage insurance premiums for such Loan (expressed as a per
annum percentage of its Stated Principal Balance).
Net
Rate Cap: For each Distribution Date and each Class of Offered
Certificates is the product of:
(a) the
excess, if any, of:
(i) the
Net
WAC, over
(ii) the
product of (a) the aggregate of any Net Swap Payments and Swap Termination
Payments not resulting from a Swap Provider Trigger Event owed to the Swap
Provider pursuant to the Swap Agreement for such Distribution Date divided
by
the Pool Balance for such Distribution Date multiplied by
(b) 12,
multiplied
by
(b) a
fraction, the numerator of which is 30, and the denominator of which is the
actual number of days that elapsed in the related Accrual Period.
For
federal income tax purposes, the equivalent of the foregoing shall be expressed
as the weighted average of the Uncertificated REMIC II Pass-Through Rate on
the
REMIC II Regular Interests (other than REMIC II Regular Interest LTIO), weighted
on the basis of the Uncertificated Principal Balance of each such REMIC II
Regular Interest.
Net
Rate Carryover: For each Class of Offered Certificates on any
Distribution Date is equal to the sum of:
(a) the
excess, if any, of:
(i) the
amount of interest that such Class would have accrued for such Distribution
Date
had the Pass-Through Rate for that Class and the related Accrual Period been
calculated based on the Formula Rate, over
(ii) the
amount of interest such Class accrued on such Distribution Date based on the
Pass-Through Rate, and
(b) the
unpaid portion of any such excess from prior Distribution Dates (and interest
accrued thereon at the then applicable Formula Rate).
Net
Swap Payment: In the case of payments made by the Supplemental Interest
Trust, the excess, if any, of (x) the Fixed Swap Payment over (y) the Floating
Swap Payment. In the case of payments made by the Swap Provider, the
excess, if any, of (x) the Floating Swap Payment over (y) the Fixed Swap
Payment. In each case, the Net Swap Payment shall not be less than
zero.
Net
WAC: For any Distribution Date, the weighted average of the
Net Mortgage Rate of each Mortgage Loan, weighted on the basis of its Stated
Principal Balance as of the Due Date occurring in the month preceding the month
of that Distribution Date (after giving effect to principal prepayments in
the
Prepayment Period related to that prior Due Date).
NIMS
Insurer: Any insurer that is guaranteeing certain payments under notes
secured by collateral which includes all or a portion of the Class C
Certificates, Class P Certificates and/or the Residual
Certificates. As of the Closing Date, Radian Insurance Inc. has been
selected as a NIMS Insurer in connection with the issuance of net margin
interest securities.
NIMS
Insurer Default: The continuance of any failure by the NIMS Insurer, if any,
to make a required payment under the policy insuring the net interest margin
securities.
Nonrecoverable
Advance: Any portion of an Advance previously made or proposed to
be made by the applicable Servicer or the Master Servicer, as the case may
be,
that, in the good faith judgment of the applicable Servicer or the Master
Servicer, will not be ultimately recoverable by the applicable Servicer or
the
Master Servicer from the related Mortgagor, related Liquidation Proceeds or
otherwise.
Notice
of Final Distribution: The notice to be provided pursuant to
Section 10.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.
Notional
Amount: With respect
to the
Class C Interest and any Distribution Date, the aggregate Uncertificated
Principal Balances of the REMIC II Regular Interests (other than REMIC II
Regular Interest LTP and REMIC II Regular Interest LTIO) immediately prior
to
such Distribution Date.
OC
Floor: An amount equal to 0.50% of the aggregate Stated Principal
Balance of the Loans as of the Cut-off Date.
Offered
Certificates: The Senior Certificates and Mezzanine
Certificates.
Officer’s
Certificate: A certificate (i) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Managing Director,
a
Vice President (however denominated), an Assistant Vice President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor or the Master Servicer, or (ii) if provided for
in
this Agreement, signed by a Master Servicing Officer, as the case may be, and
delivered to the Depositor, the Trustee and the Trust Administrator, as the
case
may be, as required by this Agreement.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for
the Depositor or the Master Servicer, including in house counsel, reasonably
acceptable to the Trustee, the NIMS Insurer or the Trust Administrator, as
applicable; provided, however, that, with respect to the interpretation or
application of the REMIC Provisions, such counsel must (i) in fact be
independent of the Depositor and the Master Servicer, (ii) not have any direct
financial interest in the Depositor or the Master Servicer or in any affiliate
of either, and (iii) not be connected with the Depositor or the Master Servicer
as an officer, employee, promoter, underwriter, trustee, partner, director
or
person performing similar functions.
Optional
Termination: The termination of the Trust created hereunder in
connection with the auction or purchase of the Mortgage Loans pursuant to
Section 10.01 hereof.
Order: A
final nonappealable order of a court or other body exercising jurisdiction
in an
Insolvency Proceeding by or against the Trust, to the effect that a Holder
or
the Trust Administrator is required to return or repay all or a portion of
a
Preference Amount.
Original
Certificate Principal Balance: The Certificate Principal Balance of the
Senior Certificates or the Mezzanine Certificates on the Closing
Date.
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 Trust Administrator or delivered to the Trust
Administrator for cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trust Administrator pursuant to this
Agreement.
Outstanding
Mortgage Loan: As of any Due Date, a Mortgage Loan with a
Principal Balance greater than zero that was not the subject of a Principal
Prepayment in Full prior to such Due Date and that did not become a Liquidated
Mortgage Loan prior to such Due Date.
Overcollateralization
Amount: With respect to any Distribution Date, an amount equal to the
excess, if any, of (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the Due Date in the month of that Distribution Date (after
giving effect to Principal Prepayments received in the related Prepayment
Period) over (ii) the sum of the aggregate Class Principal Balance of the
Offered Certificates and the Class P Certificates as of such Distribution Date
(after giving effect to distributions of the Principal Distribution Amount
to be
made on such Distribution Date).
Overcollateralization
Deficiency Amount: With respect to any Distribution Date, the amount, if
any, by which the Overcollateralization Target Amount for such Distribution
Date
exceeds 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 and without giving effect to any other distributions
on the Certificates in reduction of their respective Class Principal Balances
on
such Distribution Date).
Overcollateralization
Maintenance Amount: With respect to any Distribution Date, the lesser of (a)
the Net Monthly Excess Cashflow for such Distribution Date and (b) the
Overcollateralization Deficiency Amount for such Distribution Date.
Overcollateralization
Release Amount: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the excess,
if
any, of (i) the Overcollateralization Amount for such Distribution Date
(assuming that 100% of the Principal Remittance Amount is applied as a principal
payment on such Distribution Date and without giving effect to any other
distributions on the Certificates in reduction of their respective Class
Principal Balances on such Distribution Date) over (ii) the
Overcollateralization Target Amount for such Distribution Date.
Overcollateralization
Target
Amount: With respect to
any
Distribution Date (a) prior to the Stepdown Date, an amount equal to 1.00%
of
the aggregate Stated Principal Balance of the Loans as of the Cut-off Date
and
(b) on or after the Stepdown Date, the greater of (i) an amount equal to 2.00%
of the aggregate Stated Principal Balance of the Loans as of the Due Date in
the
month of that Distribution Date (after giving effect to principal prepayments
received in the related Prepayment Period) and (ii) the OC Floor; provided,
however, that if a Trigger Event is in effect on any Distribution Date, the
Overcollateralization Target Amount will be the Overcollateralization Target
Amount as in effect for the prior Distribution
Date. Notwithstanding the foregoing, on and after any
Distribution Date following the reduction of the aggregate Certificate Principal
Balances of the Class A Certificates and the Mezzanine Certificates
to zero, the Overcollateralization Target Amount shall be zero.
Ownership
Interest: As to any Residual 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.
Par
Value: As defined in Section 10.01.
Pass-Through
Rate: With respect to the Senior Certificates and Mezzanine
Certificates and any Accrual Period, the lesser of (a) the related Formula
Rate
and (b) the Net Rate Cap for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest paid to REMIC II Regular Interest LTP and
(ii) interest on the Uncertificated Principal Balance of each REMIC II Regular
Interest listed in clause (y) at a rate equal to the related Uncertificated
REMIC II Pass-Through Rate minus the Marker Rate and the denominator of which
is
(y) the aggregate Uncertificated Principal Balance of REMIC II Regular Interest
LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC
II
Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest
LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC
II
Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest
LTM6 and REMIC II Regular Interest LTM7 and REMIC II Regular Interest
LTZZ.
For
federal income tax purposes, the Pass-Through Rate shall be calculated without
respect to any Net Swap Payments, which such amounts, if any, shall have been
paid in respect of Net Rate Carryover and paid outside of any REMIC created
herein.
PCAOB: The
Public Company Accounting Oversight Board.
Percentage
Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(a) obligations
of the United States or any agency thereof, provided such obligations are backed
by the full faith and credit of the United States;
(b) 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, by any Rating Agency, then assigned to any of the
Certificates or the NIM securities;
(c) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of any Rating Agency, or such lower rating as
will
not result in the downgrading or withdrawal of the ratings, by any Rating
Agency, then assigned to any of the Certificates or the NIM
securities;
(d) 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, provided that the commercial paper
and/or long term unsecured debt obligations of such depository institution
or
trust company are then rated in one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such securities, or such lower
ratings as will not result in the downgrading or withdrawal of the ratings,
by
any Rating Agency, then assigned to any of the Certificates or the NIM
securities;
(e) 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 and are then rated in the highest long-term and the highest short-term
ratings of each Rating Agency for such securities, or such lower ratings as
will
not result in the downgrading or withdrawal of the ratings, by any Rating
Agency, to any of the Certificates or the NIM securities;
(f) 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
ratings, by any Rating Agency, then assigned to any of the Certificates or
the
NIM securities;
(g) repurchase
obligations with respect to any security described in subclauses (a) and (b)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in subclause (d) above;
(h) 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 the
highest rating of each Rating Agency, or such lower rating as will not result
in
the downgrading or withdrawal of the ratings, by any Rating Agency, then
assigned to any of the Certificates or the NIM securities, as evidenced by
a
signed writing delivered by each Rating Agency;
(i) units
of
a taxable money-market portfolio having the highest available long-term rating
assigned by each Rating Agency at the time of such investment and restricted
to
obligations issued or guaranteed by the United States of America or entities
whose obligations are backed by the full faith and credit of the United States
of America and repurchase agreements collateralized by such
obligations;
(j) any
mutual fund, money market fund, common trust fund or other pooled investment
vehicle, the assets of which are limited to instruments that otherwise would
constitute Permitted Investments hereunder, including any such fund that is
managed by the Trust Administrator or Master Servicer or any Affiliate of the
Trust Administrator or Master Servicer or for which the Trust Administrator
or
Master Servicer or any Affiliate of the Trust Administrator or Master
Servicer acts as an adviser as long as such fund is rated in at least
the highest rating category by each Rating Agency (if so rated by such Rating
Agency); and
(k) if
previously confirmed in writing to the NIMS Insurer, such other investments
bearing interest or sold at a discount acceptable to each Rating Agency as
will
not result in the downgrading or withdrawal of the ratings, by any Rating
Agency, then assigned to any of the Certificates, as evidenced by a signed
writing delivered by each Rating Agency;
(i) provided
that no such instrument shall be a Permitted Investment if such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument.
(ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, provided that such investment
will be a “permitted investment” within the meaning of Section 860G(a)(5) of the
Code.
Permitted
Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of
any
of the foregoing, (ii) a foreign government, international organization or
any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on
any
excess inclusions (as defined in section 860E(c)(l) of the Code) with respect
to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership (except
as
provided in applicable Treasury Regulations), or other entity created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia, an estate whose income is subject to United States federal
income tax regardless of its source or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
Trust and one or more Persons described in this clause (v) have the authority
to
control all substantial decisions of the Trust (or, to the extent provided
in
applicable Treasury Regulations, certain trusts in existence on August 20,
1996
which are eligible to elect to be treated as United States persons) unless
such
Person has furnished the transferor and the Trust Administrator with a duly
completed Internal Revenue Service Form W-8ECI or any applicable successor
form,
(vi) any Person with respect to whom income on any Residual Certificate is
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such Person or any other Person
and (vii) any other Person so designated by the Depositor based upon an Opinion
of Counsel that the Transfer of an Ownership Interest in a Residual Certificate
to such Person may cause any REMIC hereunder to fail to qualify as a REMIC
at
any time that the Certificates are outstanding. The terms “United
States,” “State” and “international organization” shall have the meanings set
forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States
or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority
of its board of directors is not selected by such government unit.
Person: Any
individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Physical
Certificate: Any Class C Certificates, Class P Certificates or
Residual Certificates.
Pledge
Instruments: With respect to each Cooperative Mortgage Loan, the
Stock Power, the Assignment of Proprietary Lease and the Security
Agreement.
Pool
Balance: The aggregate of the Principal Balances of the Mortgage Loans as of
the Due Date occurring in the month preceding the month of that Distribution
Date (after giving effect to principal prepayments in the Prepayment Period
related to that prior Due Date).
Prepayment
Interest Shortfall: As to any Distribution Date, Mortgage Loan and Principal
Prepayment received or, in the case of partial Principal Prepayments, applied,
during the applicable Prepayment Period, the amount, if any, by which one
month’s interest at the related Net Mortgage Rate on such Principal Prepayment
exceeds the amount of interest at the Net Mortgage Rate paid in connection
with
such Principal Prepayment.
Prepayment
Period: With
respect to the Mortgage Loans serviced by Cenlar or HomEq (upon the
transfer of servicing from Cenlar)
for any Distribution Date is (i) the period commencing on the 16th day of the
calendar month preceding the related Distribution Date (and in the case of
the
first Distribution Date, commencing on July 1, 2007) and ending on the 15th
day
of the calendar month in which such Distribution Date occurs for prepayments
in
full and (ii) the calendar month preceding the month in which such Distribution
Date occurs for any partial prepayment; and with respect to the Mortgage Loans
serviced by all other Servicers, the calendar month preceding the month in
which
such Distribution Date occurs for prepayments in full and any partial
prepayment.
Primary
Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage
Loan.
Principal
Balance: As to any Mortgage Loan and any Distribution Date, the unpaid
principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month in which such Distribution Date occurs, as specified in
the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous partial Principal Prepayments
and Liquidation Proceeds allocable to principal received during the Prepayment
Period for the prior Distribution Date (other than with respect to any
Liquidated Loan), and to the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related
Mortgagor. The Principal Balance of any Mortgage Loan that has been
prepaid in full or has become a Liquidated Loan during the related Prepayment
Period shall be zero.
Principal
Distribution Amount: With respect to any Distribution Date, the sum of (i)
the Basic Principal Distribution Amount for such Distribution Date and (ii)
the
Overcollateralization Maintenance Amount for such Distribution
Date.
Principal
Prepayment: Any payment of principal by a Mortgagor on a Mortgage
Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment, excluding
any prepayment penalty or premium thereon. Partial Principal
Prepayments will be applied by the applicable Servicers in accordance with
the
terms of the related Servicing Agreements and in accordance with the terms
of
the related Mortgage Note, and to the extent the Mortgage Note does not provide
otherwise, shall be applied in the Prepayment Period preceding the receipt
thereof.
Principal
Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Principal
Remittance Amount: With respect to any Distribution Date, the sum of (i) all
scheduled payments of principal collected on the Mortgage Loans by the related
Servicer that were due during the related Due Period and the principal portion
of any Advances made with respect to such Distribution Date, (ii) the principal
portion of all partial and full principal prepayments of the Mortgage Loans
applied by the related Servicer during such Prepayment Period, (iii) the
principal portion of all related Liquidation Proceeds, Insurance Proceeds and
Subsequent Recoveries received during such Prepayment Period with respect to
the
Mortgage Loans, (iv) that portion of the Purchase Price, representing
principal of any repurchased Mortgage Loan, deposited to the collection account
during such Prepayment Period, (v) the principal portion of any related
Substitution Adjustment Amount deposited in the Collection Account during such
Prepayment Period with respect to the Mortgage Loans and (vi) on the
Distribution Date on which the Trust is to be terminated in accordance with
Section 10.01 of this Agreement, that portion of the Termination Price
representing principal with respect to the Mortgage Loans.
Private
Certificate: Any Class P Certificate, Class C Certificate or
Residual Certificate.
Proprietary
Lease: The lease on a Cooperative Unit evidencing the possessory
interest of the owner of the Cooperative Shares in such Cooperative
Unit.
Prospectus
Supplement: The Prospectus Supplement dated July 30, 2007
relating to the Offered Certificates.
Protected
Account: An account established and maintained for the benefit of
Certificateholders by each Servicer with respect to the related Mortgage Loans
and with respect to REO Property pursuant to the respective Servicing
Agreements. Each Protected Account is required to be an Eligible
Account.
Purchase
Price: With respect to any Mortgage Loan that is purchased by the transferor
pursuant to Section 2.02 or 2.03 hereof, a price equal to the outstanding
Principal Balance of such Mortgage Loan as of the date of purchase, plus all
accrued and unpaid interest thereon, computed at the Mortgage Rate through
the
end of the calendar month in which the purchase is effected, plus any costs
and
damages incurred by the Trust in connection with any violation by such Mortgage
Loan of any predatory or abusive lending law.
Qualified
Insurer: A mortgage guaranty insurance company duly qualified as
such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states
to
transact a mortgage guaranty insurance business in such states and to write
the
insurance provided by the insurance policy issued by it, approved as a Xxxxxx
Xxx approved mortgage insurer and having a claims paying ability rating of
at
least “AA” or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan
must have at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.
Qualified
Mortgage Insurer: Any mortgage insurer that is Xxxxxx Mae and
Xxxxxxx Mac approved.
Rating
Agency: Each of the rating agencies specified in the Preliminary
Statement. If any such organization or a successor is no longer in
existence, “Rating Agency” shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee and the
Trust Administrator. 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 that is a Liquidated
Mortgage Loan, an amount (not less than zero or more than the Principal Balance
of the Mortgage Loan) as of the date of such liquidation, equal to (i) the
unpaid Principal Balance of the Liquidated Mortgage Loan as of the date of
such
liquidation, plus (ii) interest at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the Due Date in the month in which Liquidation Proceeds
are required to be distributed on the Principal Balance of such Liquidated
Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds,
if any, received during the month in which such liquidation occurred, to the
extent applied as recoveries of interest at the Net Mortgage Rate and to
principal of the Liquidated Mortgage Loan. With respect to each
Mortgage Loan which has become the subject of a Deficient Valuation, if the
principal amount due under the related Mortgage Note has been reduced, 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.
Recognition
Agreement: An Agreement among a Cooperative Corporation, a lender
and a Mortgagor with respect to a Cooperative Mortgage Loan whereby such parties
(i) acknowledge that such lender may make, or intends to make, such Cooperative
Mortgage Loan and (ii) make certain agreements with respect to such Cooperative
Mortgage Loan.
Record
Date: With respect to any Distribution Date and any Class of
Physical Certificates, the close of business on the last Business Day of the
month preceding the month in which such Distribution Date
occurs. With respect to any Distribution Date and any Class of
Offered Certificates held in Book-Entry Form, the last Business Day immediately
preceding such Distribution Date.
Refinancing
Mortgage Loan: Any Mortgage Loan originated in connection with
the refinancing of an existing mortgage loan.
Regular
Certificates: Each Class of Certificates, other than the Residual
Certificates.
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. 1,506-1,631 (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.
Relevant
Servicing Criteria: The Servicing Criteria applicable to each
party, as set forth on Exhibit X attached hereto. Multiple parties
can have responsibility for the same Relevant Servicing
Criteria. With respect to a Servicing Function Participant engaged by
any of the Master Servicer, the Trust Administrator or each Servicer, the term
Relevant Servicing Criteria may refer to a portion of the Relevant Servicing
Criteria applicable to such parties.
Relief
Act: The Servicemembers Civil Relief Act, as amended, or any
comparable state or local statute (including the comparable provisions under
the
California Military and Veterans Code, as amended).
Relief
Act Reduction: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result
of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month
is
less than (ii) interest accrued thereon for such month pursuant to the Mortgage
Note.
REMIC: A
“real estate mortgage investment conduit” within the meaning of section 860D of
the Code.
REMIC
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
II: The segregated pool of assets consisting of all of the REMIC
I Regular Interests conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R Certificate (in respect
of
the Class R-2 Interest), and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
REMIC
II Interest Loss Allocation Amount: With respect to any Distribution Date,
an amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of the Mortgage Loans and related REO Properties then outstanding and (ii)
the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LTAA
minus the Marker Rate, divided by (b) 12.
REMIC
II Overcollateralized Amount: With respect to any date of determination, (i)
1.00% of the aggregate Uncertificated Principal Balances of the REMIC II Regular
Interests minus (ii) the aggregate of the Uncertificated Principal Balances
of
REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular
Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1,
REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
REMIC II Regular Interest LTM7 and REMIC II Regular Interest LTP in each case
as
of such date of determination.
REMIC
II Principal Loss Allocation Amount: With respect to any Distribution Date,
an amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of the Mortgage Loans and related REO Properties then outstanding and (ii)
1
minus a fraction, the numerator of which is two times the aggregate of the
Uncertificated Principal Balances of REMIC II Regular Interest LTA1, REMIC
II
Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest
LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC
II
Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest
LTM5, REMIC II Regular Interest LTM6 and REMIC II Regular Interest LTM7 and
the
denominator of which is the aggregate of the Uncertificated Principal Balances
of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II
Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest
LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC
II
Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest
LTM6, REMIC II Regular Interest LTM7 and REMIC II Regular Interest
LTZZ.
REMIC
II Regular Interest: Any of the separate non-certificated beneficial
ownership interests in REMIC I 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 (other than
REMIC II Regular Interest LTIO), 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 Target Overcollateralized Amount: 1.00% of the Overcollateralization
Target Amount.
REMIC
III: The segregated pool of assets consisting of all of the REMIC II Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates and the Class R Certificate (in respect of the Class
R-3 Interest), pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC
III Regular Interest: Any of the Class C Interest, Class P Interest, Class
IO Interest, and any “regular interest” in REMIC III the ownership of which is
represented by a Class A Certificate or Mezzanine Certificate.
REMIC
IV: The segregated pool of assets consisting of all 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 R-X Certificate (in respect of the Class R-4
Interest), and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.
REMIC
V: The segregated pool of assets consisting of all of the Class P Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
P
Certificates and the Holders of the Class R-X Certificate (in respect of the
Class R-5 Interest), and all amounts deposited therein, with respect to which
a
separate REMIC election is to be made.
REMIC
VI: The segregated pool of assets consisting of all of the Class IO Interest
conveyed in trust to the Trustee, for the benefit of the Holders of REMIC VI
Regular Interest IO and the Holders of the Class R-X Certificate (in respect
of
the Class R-6 Interest), and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
REMIC
VI Regular Interest IO: An uncertificated interest in the Trust Fund held by
the Trustee, evidencing a Regular Interest in REMIC VI for purposes of the
REMIC
Provisions.
REMIC
Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or
interpretation relating to REMICs and the REMIC Provisions issued after the
Closing Date.
REMIC
Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as foregoing may be in effect from time
to
time as well as provisions of applicable state laws.
REO
Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure, deed-in-lieu of foreclosure, repossession or otherwise in
connection with a defaulted Mortgage Loan.
Reportable
Event: As defined in Section 9.12(c)(i).
Reporting
Servicer: As defined in Section 9.12(b)(i).
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under
the
applicable Servicing Agreement.
Residual
Certificates: The Class R Certificates and Class R-X
Certificates.
Residual
Interests: As specified in the Preliminary
Statement.
Responsible
Officer: When used with respect to the Trustee, the Trust
Administrator or the Master Servicer, any Director, any Managing Director,
any
Associate, any Vice President, any Assistant Vice President, the Secretary,
any
Assistant Secretary, any Trust Officer or any other officer of the Trustee
or
Trust Administrator, as applicable, customarily performing functions similar
to
those performed by any of the above designated officers, in each case having
direct responsibility for the administration of this Agreement and also to
whom,
with respect to a particular matter, such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.
Rolling
Three Month Delinquency Rate: With respect to any Distribution
Date, the average of the Delinquency Rate for each of the three (or one or
two,
with respect to the first or second Distribution Date, respectively) immediately
preceding months.
Xxxxxxxx-Xxxxx
Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations
of the Commission promulgated thereunder (including any interpretations thereof
by the Commission’s staff).
Xxxxxxxx-Xxxxx
Certification: A written certification signed by an officer of
the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act, and (ii)
Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act is amended,
(b) the Rules referred to in clause (ii) are modified or superseded by any
subsequent statement, rule or regulation of the Commission or any statement
of a
division thereof, or (c) any future releases, rules and regulations are
published by the Commission from time to time pursuant to the Xxxxxxxx-Xxxxx
Act, which in any such case affects the form or substance of the required
certification and results in the required certification being, in the reasonable
judgment of the Master Servicer, materially more onerous than the form of
certification required as of the Closing Date, the Xxxxxxxx-Xxxxx Certification
shall be as agreed to by the Master Servicer and the Depositor following a
negotiation in good faith to determine how to comply with any such new
requirements.
S&P: Standard
and Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or
any successor thereto. If S&P is designated as a Rating Agency in
the Preliminary Statement, for purposes of Section 11.05(b), the address for
notices to S&P shall be Standard and Poor’s Ratings Services, a division of
The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Residential Mortgage Monitoring Group, or such other
address as S&P may hereafter furnish to each other party to this
Agreement.
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 which,
unless otherwise specified herein, shall give effect to any related Debt Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.
Securities
Act: The Securities Act of 1933, as amended.
Security
Agreement: With respect to a Cooperative Mortgage Loan, the agreement or
mortgage creating a security interest in favor of the originator of the
Cooperative Mortgage Loan in the related Cooperative Shares.
Senior
Certificates: The Class A-1, Class A-2, Class A-3 and Class A-4
Certificates.
Senior
Enhancement Percentage: With respect to any Distribution Date on
or after the Stepdown Date, a fraction (expressed as a percentage):
(a) the
numerator of which is the sum of:
(i) the
aggregate Class Principal Balance of the Mezzanine Certificates immediately
prior to that Distribution Date and
(ii) the
Overcollateralization Amount, in each case prior to the distribution of the
Principal Distribution Amount on such Distribution Date, and,
(b) the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution
Date.
Senior
Principal Distribution Amount: For any Distribution Date, the
excess of:
(a) the
aggregate Class Principal Balance of the Senior Certificates immediately prior
to such Distribution Date, over
(b) the
lesser of (A) the product of (i) 87.80% and (ii) the aggregate Stated Principal
Balance of the Loans as of the Due Date in the month of that Distribution Date
(after giving effect to principal prepayments received in the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Loans as of the
Due Date in the month of that Distribution Date (after giving effect to
principal prepayments received in the related Prepayment Period) minus the
OC
Floor.
Servicers: Cenlar,
Downey, GMACM, JPMCBNA, Mid America, HomEq and Xxxxx Fargo.
Servicer
Remittance Date: The day of each month that a Servicer is
required to remit funds to the Master Servicer pursuant to the related Servicing
Agreement. For Cenlar, the Servicer Remittance Date is the 21st day
of each month (or, if such day is not a Business Day, the immediately following
Business Day), and for each other Servicer, including any successor servicer
to
Cenlar, the Servicer Remittance Date is the 18th day of each month (or, if
such
day is not a Business Day, the immediately preceding or immediately following
Business Day, as the case may be).
Servicing
Advances: All customary, reasonable and necessary “out of pocket”
costs and expenses incurred in the performance by the Master Servicer of
its
master servicing obligations or the applicable Servicer, as the case may be,
of
its servicing obligations.
Servicing
Agreements:
(a) the
Cenlar Servicing Agreement;
(b) the
Downey Servicing Agreement;
(c) the
GMACM
Servicing Agreement;
(d) the
JPMCBNA Servicing Agreement;
(e) the
Mid
America Servicing Agreement;
(f) the
Xxxxx
Fargo Servicing Agreement;
(g) the
HomEq
Servicing Agreement; and
(h) the
Assignment Agreements.
Servicing
Criteria: The “servicing criteria” set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an
amount payable out of each full payment of interest received on such Mortgage
Loan and equal to one twelfth of the Servicing Fee Rate multiplied by
the Principal Balance of such Mortgage Loan as of the Due Date in the month
immediately preceding the month in which such Distribution Date occurs (after
giving effect to any Scheduled Payments due on such Mortgage Loan on such Due
Date).
Servicing
Fee Rate: With respect to each Mortgage Loan, the per annum rate
set forth on the Mortgage Loan Schedule.
Servicing
Function Participant: Any Sub-Servicer or Subcontractor of a
Servicer, the Master Servicer, the Custodian or the Trust Administrator,
respectively.
Standard
& Poor’s Glossary: The Standard & Poor’s LEVELS®
Glossary.
Startup
Day: The Closing Date.
Stated
Principal Balance: For any Mortgage Loan and date of
determination, the unpaid principal balance of the Mortgage Loan as of the
most
recent Due Date, as specified in its amortization schedule at that time (before
any adjustment to the amortization schedule for any moratorium or similar waiver
or grace period), after giving effect to (i) the payment of principal due on
that Due Date, irrespective of any delinquency in payment by the related
mortgagor, (ii) prepayments of principal and the principal portion of
liquidation proceeds received with respect to that Loan through the last day
of
the related Prepayment Period and (iii) any Deferred Interest added to the
principal balance of that Mortgage Loan pursuant to the terms of the related
mortgage note on or prior to that Due Date. The Stated Principal Balance of
a
Liquidated Loan is zero.
Stepdown
Date: The earlier to occur of:
(a) the
Distribution Date following the Distribution Date on which the aggregate Class
Principal Balance of the Senior Certificates is reduced to zero,
and
(b) the
later
to occur of (x) the Distribution Date in August 2010 and (y) the first
Distribution Date on which the Senior Enhancement Percentage (assuming that
100%
of the Principal Remittance Amount is applied as a principal payment on such
Distribution Date and without giving effect to any other distributions on the
Certificates in reduction of their respective Class Principal Balances on such
Distribution Date as described in clause (a)(ii) of the definition of Senior
Enhancement Percentage above) is greater than or equal to 12.20%.
Stepdown
Target Subordination Percentage: With respect to each Class of
Mezzanine Certificates, the respective percentages indicated in the following
table:
Stepdown
Target Subordination Percentage (1)
|
||
Class
M-1
|
9.00%
|
|
Class
M-2
|
7.40%
|
|
Class
M-3
|
6.40%
|
|
Class
M-4
|
5.40%
|
|
Class
M-5
|
4.40%
|
|
Class
M-6
|
3.40%
|
|
Class
M-7
|
2.00%
|
__________________
(1)
For
any Distribution Date occurring on or after the Stepdown Date.
Stock
Power: With respect to a Cooperative Mortgage Loan, an assignment
of the stock certificate or an assignment of the Cooperative Shares issued
by
the Cooperative Corporation.
Subcontractor: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing 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 any Servicer (or a Sub-Servicer of any Servicer),
the Master Servicer, the Custodian or the Trust Administrator.
Subservicer: Any
Person that services Mortgage Loans on behalf of a Servicer, and is responsible
for the performance (whether directly or through subservicers or Subcontractors)
of servicing functions required to be performed under this Agreement, any
related Servicing Agreement or any sub-servicing agreement that are identified
in Item 1122(d) of Regulation AB.
Subsequent
Recoveries: Unanticipated amounts received on a liquidated Mortgage Loan the
absence of which resulted in a Realized Loss in a prior month.
Substitution
Adjustment Amount: With respect to any Mortgage Loan that is purchased by
the Transferor is an amount equal to the excess of the Principal Balance of
the
related Deleted Mortgage Loan over the Principal Balance of such Eligible
Substitute Mortgage Loan, pursuant to Section 2.03.
Supplemental
Interest Trust: A trust created pursuant to Section 4.06 of this
Agreement, separate from the Trust, the corpus of which shall be held by the
Supplemental Interest Trust Trustee, in trust, for the benefit of the holders
of
the Senior Certificates and the Mezzanine Certificates.
Supplemental
Interest Trust Trustee: Xxxxx Fargo, not in its individual
capacity, but solely in its capacity as trustee of the Supplemental Interest
Trust for the benefit of the Holders of the Certificates under this Agreement,
and any successor thereto.
Swap
Account: A segregated trust account established and maintained by the Trust
Administrator, in its capacity as Supplemental Interest Trust Trustee, pursuant
to 3.07(j) of this agreement in which payments received from the Swap Provider
will be deposited.
Swap
Agreement: The ISDA Master Agreement, dated as of July 31, 2007 between the
Supplemental Interest Trust Trustee and the Swap Provider, including
the schedule to the ISDA Master Agreement, the Credit Support Annex (or other
credit support document relating thereto), and the confirmation identified
by
the reference number 37748844, and attached hereto as Exhibit P.
Swap
Agreement Termination Date: The Distribution Date in July
2012.
Swap
Default: An Event of Default under the Swap Agreement.
Swap
Early Termination: The occurrence of an Early Termination Date (as defined
in the Swap Agreement) under the Swap Agreement.
Swap
Provider: The swap provider under the Swap Agreement. Initially,
the Swap Provider shall be UBS AG, London Branch.
Swap
Provider Trigger Event: A Swap Termination Payment that is triggered upon:
(i) an Event of Default under the Swap Agreement with respect to which the
Swap
Provider is a Defaulting Party (as defined in the Swap Agreement), (ii) a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party (as defined in the Swap Agreement) or (iii)
an “Additional Termination Event” (as defined in the Swap Agreement) under the
Swap Agreement with respect to which the Swap Provider is the sole Affected
Party.
Swap
Termination Payment: The amount, if any, owed by the Supplemental Interest
Trust or the Swap Provider upon a Swap Early Termination.
Tax
Matters Person: In the case of each REMIC created by this
Agreement, the person designated as “tax matters person” in the manner provided
under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section
301.6231(a)(7)-1 for such REMIC.
Termination
Event: Under the Swap Agreement, the following standard events under the
ISDA Master Agreement (as defined therein):
·
|
“Illegality”
(which generally relates to changes in law causing it to become unlawful
for either party to perform its obligations under the Swap
Agreement),
|
·
|
“Tax
Event” (which generally relates to either party to the Swap Agreement
receiving a payment under the Swap Agreement from which an amount
has been
deducted or withheld for or on account of taxes)
and
|
·
|
“Tax
Event Upon Merger” (solely with respect to the Swap Provider as merging
party) (which generally relates to the Swap Provider’s receiving a payment
under the Swap Agreement from which an amount has been deducted or
withheld for or on account of taxes resulting from a
merger),
|
as
described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the ISDA Master
Agreement. In addition, there are “Additional Termination Events” (as
defined in the Swap Agreement) including if the Supplemental Interest Trust
or
the Trust should terminate, if this Agreement or other transaction documents
are
amended or modified without the prior written consent of the Swap Provider
where
written consent is required or if, pursuant to the terms of Section 11.01(a)
of
this Agreement, the Mortgage Loans and related REO Properties are
purchased. With respect to the Swap Provider, an Additional
Termination Event will occur if the Swap Provider fails to comply with the
Downgrade Provisions.
Termination
Price: As defined in Section 10.01(d).
Transfer: Any
direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
Transferor: UBS
Real Estate Securities Inc., a Delaware corporation, seller of the Mortgage
Loans to the Depositor pursuant to the Mortgage Loan Purchase
Agreement.
Trigger
Event: A Trigger Event is in effect with respect to any
Distribution Date on or after the Stepdown Date if either a Delinquency Trigger
Event is in effect with respect to that Distribution Date or a Cumulative Loss
Trigger Event is in effect with respect to that Distribution Date.
Trust: As
defined in Section 2.01(c).
Trust
Administrator: Xxxxx Fargo in its capacity as Trust Administrator
hereunder, and its successors and assigns, or any successor trust administrator
appointed hereunder.
Trust
Administrator Compensation: All investment earnings on amounts on
deposit in the Distribution Account.
Trust
Collateral: As defined in Section 10.01(a).
Trust
Fund: The corpus of the Trust created hereunder consisting
of: (a) the Mortgage Loan Purchase Agreement and the Servicing
Agreements solely as each such Servicing Agreement relates to the Mortgage
Loans
being serviced by the related Servicer (other than those rights under the
Servicing Agreements that do not relate to servicing of the Mortgage Loans
(including, without limitation, the representations and warranties made by
the
applicable Servicer (with respect to the Mortgage Loans sold to the
Transferor) and the document delivery requirements of such Servicer and the
remedies (including indemnification) available for breaches thereto), which
rights were retained by the Transferor pursuant to the Assignment Agreements);
(b) the Mortgage Loans and all interest and principal received on or with
respect thereto after the Cut-off Date to the extent not applied in computing
the Cut-off Date Principal Balance thereof; (c) the Collection Account, the
Distribution Account and all amounts deposited therein pursuant to the
applicable provisions of this Agreement (other than, in the case of the
Collection Account, any prepayment penalties (exclusive of the Class P
Prepayment Charges) deposited therein which shall be retained by the
Transferor); (d) property that secured a Mortgage Loan and has been acquired
by
foreclosure, deed-in-lieu of foreclosure or otherwise; and (e) all proceeds
of
the conversion, voluntary or involuntary, of any of the foregoing.
Trustee: U.S.
Bank, and, if a successor trustee is appointed hereunder, such
successor.
UBSRES: UBS
Real Estate Securities Inc., and its successors and assigns.
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 on the Uncertificated Principal Balance
of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls.
Uncertificated
Notional Amount: With respect to REMIC II Regular Interest LTIO
and each Distribution Date listed below, the aggregate Uncertificated Principal
Balance of the REMIC I Regular Interests ending with the designation “A” listed
below:
Distribution
Date
|
REMIC
I Regular Interests
|
|
1
|
I-1-A
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through I-60-A
|
|
10
|
I-10-A
through I-60-A
|
|
11
|
I-11-A
through I-60-A
|
|
12
|
I-12-A
through I-60-A
|
|
13
|
I-13-A
through I-60-A
|
|
14
|
I-14-A
through I-60-A
|
|
15
|
I-15-A
through I-60-A
|
|
16
|
I-16-A
through I-60-A
|
|
17
|
I-17-A
through I-60-A
|
|
18
|
I-18-A
through I-60-A
|
|
19
|
I-19-A
through I-60-A
|
|
20
|
I-20-A
through I-60-A
|
|
21
|
I-21-A
through I-60-A
|
|
22
|
I-22-A
through I-60-A
|
|
23
|
I-23-A
through I-60-A
|
|
24
|
I-24-A
through I-60-A
|
|
25
|
I-25-A
through I-60-A
|
|
26
|
I-26-A
through I-60-A
|
|
27
|
I-27-A
through I-60-A
|
|
28
|
I-28-A
through I-60-A
|
|
29
|
I-29-A
through I-60-A
|
|
30
|
I-30-A
through I-60-A
|
|
31
|
I-31-A
through I-60-A
|
|
32
|
I-32-A
through I-60-A
|
|
33
|
I-33-A
through I-60-A
|
|
34
|
I-34-A
through I-60-A
|
|
35
|
I-35-A
through I-60-A
|
|
36
|
I-36-A
through I-60-A
|
|
37
|
I-37-A
through I-60-A
|
|
38
|
I-38-A
through I-60-A
|
|
39
|
I-39-A
through I-60-A
|
|
40
|
I-40-A
through I-60-A
|
|
41
|
I-41-A
through I-60-A
|
|
42
|
I-42-A
through I-60-A
|
|
43
|
I-43-A
through I-60-A
|
|
44
|
I-44-A
through I-60-A
|
|
45
|
I-45-A
through I-60-A
|
|
46
|
I-46-A
through I-60-A
|
|
47
|
I-47-A
through I-60-A
|
|
48
|
I-48-A
through I-60-A
|
|
49
|
I-49-A
through I-60-A
|
|
50
|
I-50-A
through I-60-A
|
|
51
|
I-51-A
through I-60-A
|
|
52
|
I-52-A
through I-60-A
|
|
53
|
I-53-A
through I-60-A
|
|
54
|
I-54-A
through I-60-A
|
|
55
|
I-55-A
through I-60-A
|
|
56
|
I-56-A
through I-60-A
|
|
57
|
I-57-A
through I-60-A
|
|
58
|
I-58-A
through I-60-A
|
|
59
|
I-59-A
and I-60-A
|
|
60
|
I-60-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest
LTIO.
Uncertificated
Principal Balance: With respect to each REMIC Regular Interest, the amount
of such REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest shall equal the amount set forth in
the
Preliminary Statement hereto as its initial Uncertificated Principal
Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC Regular Interest shall be reduced by all distributions
of
principal made on such REMIC Regular Interest on such Distribution Date pursuant
to Section 4.03 and, if and to the extent necessary and appropriate, shall
be
further reduced on such Distribution Date by Realized Losses as provided in
Section 4.03, and the Uncertificated Principal Balances of REMIC II Regular
Interest LTZZ shall be increased by interest deferrals as provided in Section
4.03. The Uncertificated Principal Balance of each REMIC Regular
Interest shall never be less than zero.
Uncertificated
REMIC I Pass-Through Rate: With respect to REMIC I Regular
Interest I, a per annum rate equal to the weighted average Adjusted Net Mortgage
Rate of the Mortgage Loans. With respect to each REMIC I Regular
Interest ending with the designation “A”, and (I) the 1st through
and
including the 29th Distribution
Date,
a per annum rate equal to the weighted average Adjusted Net Mortgage Rate of
the
Mortgage Loans multiplied by 2, subject to a maximum rate of 11.40% and (II)
the
30th through
and including the 60th Distribution
Date,
a per annum rate equal to the weighted average Adjusted Net Mortgage Rate of
the
Mortgage Loans multiplied by 2, subject to a maximum rate of 10.00%
. With respect to each REMIC I Regular Interest ending with the
designation “B” and (I) the 1st through
and
including the 29th Distribution
Date,
the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
multiplied by the weighted average Net Mortgage Rate of the Mortgage Loans
over
(ii) 11.40% and (y) 0.00% and (II) the 30th through
and
including the 60th Distribution
Date,
the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
multiplied by the weighted average Net Mortgage Rate of the Mortgage Loans
over
(ii) 10.00% and (y) 0.00%.
Uncertificated
REMIC II Pass-Through Rate: With respect to REMIC II Regular Interest LTAA,
REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular
Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1,
REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
REMIC II Regular Interest LTM7 and REMIC II Regular Interest LTZZ, a per annum
rate (but not less than zero) equal to the weighted average of (w) with respect
to REMIC I Regular Interest I and REMIC I Regular Interests ending with the
designation “B”, the weighted average of the Uncertificated REMIC I Pass-Through
Rates for such REMIC I Regular Interests, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interests for each
such
Distribution Date and (x) with respect to REMIC I Regular Interests ending
with
the designation “A”, for each Distribution Date listed below, the weighted
average of the rates listed below for each such REMIC I Regular Interest listed
below, weighted on the basis of the Uncertificated Principal Balance of each
such REMIC I Regular Interest for each such Distribution Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
1
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
||
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
|
Uncertificated
REMIC I Pass-through Rate
|
|||
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
and I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
6
|
I-6-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest LTIO, the excess of (i) the weighted
average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular
Interests ending with the designation “A”, over (ii) 2 multiplied by Swap
LIBOR.
Underwriter’s
Exemption: Prohibited Transaction Exemption 2002-41, 67 Fed. Reg.
54487 (2002), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of
Labor.
Unpaid
Realized Loss Amount: For any Class of Certificates, (x) the
portion of the aggregate Applied Realized Loss Amount previously allocated
to
that Class remaining unpaid from prior Distribution Dates minus (y) any increase
in the Class Principal Balance of that Class due to the allocation of Subsequent
Recoveries to the Class Principal Balance of that Class.
U.S.
Bank: U.S. Bank National Association, a national banking
association organized under the laws of the United States, and its successors
and assigns.
Voting
Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date
of
determination, 98% of all Voting Rights will be allocated among the holders
of
the Senior Certificates, the Mezzanine Certificates and the Class C
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated among the holders of the Class P Certificates and 1% of all Voting
Rights will be allocated among the holders of the Residual Certificates. The
Voting Rights allocated to each Class of Certificate shall be allocated among
Holders of each such Class in accordance with their respective Percentage
Interests as of the most recent Record Date.
Xxxxx
Fargo: Xxxxx Fargo Bank, N.A. and its successors and
assigns.
Section
1.02. Certain
Calculations.
Unless
otherwise specified herein, for purposes of determining amounts with respect
to
the Certificates and the rights and obligations of the parties hereto, all
calculations of interest for the Offered Certificates (other than as provided
in
the Mortgage Loan documents) provided for herein shall be made on the basis
of
the actual number of days in a year assumed to consist of 360 days.
Section
1.03. Rights
of the NIMS Insurer.
Each
of
the rights of the NIMS Insurer set forth in this Agreement shall exist so long
as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
issued pursuant to the Indenture and (ii) the notes issued pursuant to the
Indenture remain outstanding or the NIMS Insurer is owed amounts pursuant to
the
Indenture; provided, however, the NIMS Insurer shall not have any rights
hereunder (except pursuant to Section 11.01 and any rights to indemnification
hereunder in the case of clause (ii) below) so long as (i) the NIMS Insurer
has
not undertaken to guarantee certain payments of notes issued pursuant to the
Indenture or (ii) any NIMS Insurer Default has occurred or is
continuing.
Section
1.04. Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Regular Interests for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
in respect of the Mortgage Loans for any Distribution Date shall be allocated
first, to REMIC I Regular Interest I then, to the REMIC I Regular Interests
ending with the designation “B”, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective Uncertificated REMIC I
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular Interest, and then, to REMIC I Regular Interests ending
with the designation “A”, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective Uncertificated REMIC I
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests for any Distribution Date, the aggregate amount
of
any Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA1,
REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular
Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7
and REMIC II Regular Interest LTZZ, pro rata based on, and to the
extent of, one month's interest at the then applicable respective Uncertificated
REMIC II Pass-Through Rate on the respective Uncertificated Principal Balance
of
each such REMIC II Regular Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
REPRESENTATIONS
AND WARRANTIES
Section
2.01. Conveyance
of Mortgage Loans.
(a) The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the
benefit of the Certificateholders, without recourse, all the right, title and
interest of the Depositor in and to the Trust Fund together with all rights
assigned by the Transferor to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement, solely with respect to the Mortgage Loans, and, solely
with
respect to the Mortgage Loans, all of the Transferor’s right, title and interest
in and to the Servicing Agreements solely as each such Servicing Agreement
relates to the Mortgage Loans being serviced by the related Servicer (other
than
those rights under the Servicing Agreements that do not relate to servicing
of
the Mortgage Loans (including, without limitation, the representations and
warranties made by each Servicer (in its capacity as loan seller to the
Transferor) and the document delivery requirements of such Servicer and the
remedies (including indemnification) available for breaches thereto), which
rights were retained by the Transferor pursuant to the Assignment
Agreements. In connection with the foregoing assignments, the
Transferor has caused each Servicer to enter into the related Assignment
Agreement.
(b) (i)
In connection with the transfer and assignment set forth in clause (a) above,
the Depositor has delivered or caused to be delivered to the Custodian, on
behalf of the Trustee, for the benefit of the Certificateholders the following
documents or instruments with respect to each Mortgage Loan that is not a
Cooperative Mortgage Loan so assigned:
(A) the
original Mortgage Note endorsed by manual or facsimile signature in blank in
the
following form: “Pay to the order of ___________ without recourse,”
with all intervening endorsements showing a complete chain of endorsement from
the originator to the Person endorsing the Mortgage Note (each such endorsement
being sufficient to transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that Mortgage Note);
or,
with respect to any Lost Mortgage Note, a lost note affidavit from the related
originator or the Transferor stating that the original Mortgage Note was lost
or
destroyed, together with a copy of such Mortgage Note;
(B) except
as
provided below, the original recorded Mortgage or a copy of such Mortgage
certified by the related originator as being a true and complete copy of the
Mortgage;
(C) a
duly
executed assignment of the Mortgage (which may be included in a blanket
assignment or assignments), endorsed in blank (except with respect to MERS
designated Mortgage Loans) together with, except as provided below, all interim
recorded assignments of such mortgage (each such assignment, when duly and
validly completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the Mortgage to which
the assignment relates); provided that, if the related Mortgage has not
been returned from the applicable public recording office, such assignment
of
the Mortgage may exclude the information to be provided by the recording
office;
(D) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any; and
(E) except
as
provided below, the original or duplicate original lender’s title policy and all
riders thereto.
(ii) In
connection with the transfer and assignment set forth in clause (a) above,
the
Depositor has delivered or caused to be delivered to the Custodian, on behalf
of
the Trustee, for the benefit of the Certificateholders the following documents
or instruments with respect to each Cooperative Mortgage Loan so
assigned:
(A) the
Cooperative Shares, together with the Stock Power in blank;
(B) the
executed Security Agreement;
(C) the
executed Proprietary Lease and the Assignment of Proprietary Lease to the
originator of the Cooperative Mortgage Loan;
(D) the
executed Recognition Agreement, if any;
(E) copies
of
the original Financing Statement, and any continuation statements, filed by
the
originator of such Cooperative Mortgage Loan as secured party, each with
evidence of recording thereof, evidencing the interest of the originator under
the Security Agreement and the Assignment of Proprietary Lease;
(F) copies
of
the filed UCC assignments or amendments of the security interest referenced
in
clause (v) above showing an unbroken chain of title from the originator to
the
Trust, each with evidence of recording thereof, evidencing the interest of
the
assignee under the Security Agreement and the Assignment of Proprietary
Lease;
(G) an
executed assignment of the interest of the originator in the Security Agreement,
the Assignment of Proprietary Lease and the Recognition Agreement, showing
an
unbroken chain of title from the originator to the Trust; and
(H) for
any
Cooperative Mortgage Loan that has been modified or amended, the original
instrument or instruments effecting such modification or amendment.
Notwithstanding
the foregoing, if any Mortgage has been recorded in the name of Mortgage
Electronic Registration System, Inc. (“MERS”) or its designee, no assignment of
Mortgage in favor of the Trustee will be required to be prepared or delivered
and instead, the Master Servicer shall enforce the obligations of the applicable
Servicer under its related Servicing Agreement to cause the Trustee to be shown
as the owner of the related Mortgage Loan on the records of MERS for the purpose
of the system of recording transfers of beneficial ownership of mortgages
maintained by MERS.
If
in
connection with any Mortgage Loan the Depositor cannot deliver (a) the original
recorded Mortgage, (b) all interim recorded assignments or (c) the lender’s
title policy (together with all riders thereto) satisfying the requirements
of
clause (b)(i)(B), (C) or (E) above, respectively, concurrently with the
execution and delivery hereof because such document or documents have not been
returned from the applicable public recording office in the case of clause
(b)(i)(B) or (C) above, or because the title policy has not been delivered
to
either the Custodian or the Depositor by the applicable title insurer in the
case of clause (b)(i)(E) above, the Depositor shall promptly deliver to the
Custodian, in the case of clause (b)(i)(B) or (C) above, such original Mortgage
or such interim assignment, as the case may be, with evidence of recording
indicated thereon upon receipt thereof from the public recording office, or
a
copy thereof, certified, if appropriate, by the relevant recording office,
but
in no event shall any such delivery of the original Mortgage and each such
interim assignment or a copy thereof, certified, if appropriate, by the relevant
recording office, be made later than one year following the Closing Date, or,
in
the case of clause (b)(i)(E) above, no later than 120 days following the Closing
Date; provided, however, in the event the Depositor is unable to
deliver by such date each Mortgage and each such interim assignment by reason
of
the fact that any such documents have not been returned by the appropriate
recording office, or, in the case of each such interim assignment, because
the
related Mortgage has not been returned by the appropriate recording office,
the
Depositor shall deliver such documents to the Custodian as promptly as possible
upon receipt thereof and, in any event, within 720 days following the Closing
Date. The Depositor shall forward or cause to be forwarded to the
Custodian (a) from time to time additional original documents evidencing an
assumption or modification of a Mortgage Loan and (b) any other documents
required to be delivered by the Depositor to the Custodian. In the
event that the original Mortgage is not delivered and in connection with the
payment in full of the related Mortgage Loan and the public recording office
requires the presentation of a “lost instruments affidavit and indemnity” or any
equivalent document, because only a copy of the Mortgage can be delivered with
the instrument of satisfaction or reconveyance, the Custodian shall execute
and
deliver or cause to be executed and delivered such a document to the public
recording office. In the case where a public recording office retains
the original recorded Mortgage or in the case where a Mortgage is lost after
recordation in a public recording office, the Transferor shall deliver to the
Custodian a copy of such Mortgage certified by such public recording office
to
be a true and complete copy of the original recorded Mortgage.
If
an
assignment of Mortgage is to be recorded, the Depositor shall cause the Mortgage
to be assigned to “U.S. Bank National Association, in trust for the MASTR
Adjustable Rate Mortgages Trust 2007-HF2 for the benefit of the Holders of
the
Mortgage Pass-Through Certificates, Series 2007-HF2” and, subject to
Section 2.02, the Master Servicer shall enforce the obligations of the
related Servicer pursuant to the related Servicing Agreement to (i) cause such
assignment to be in proper form for recording in the appropriate public office
for real property records and (ii) cause to be delivered for recording in the
appropriate public office for real property records the assignments of the
Mortgages to the Trustee, except that, with respect to any assignments of
Mortgage as to which the related Servicer has not received the information
required to prepare such assignment in recordable form, the related Servicer’s
obligation to do so and to deliver the same for such recording shall be as
soon
as practicable after receipt of such information and in any event within ninety
(90) days after receipt thereof and except that the related Servicer need not
cause to be recorded any assignment which relates to a Mortgage Loan (a) in
any
state where, in an Opinion of Counsel addressed to the Trustee, such recording
is not required to protect the Trustee’s interests in the Mortgage Loan against
the claim of any subsequent transferee or any successor to or creditor of the
Depositor or the Transferor, (b) in any state where recordation is not required
by either Rating Agency to obtain the initial ratings on the Certificates set
forth in the Prospectus Supplement or (c) with respect to any Mortgage which
has
been recorded in the name of MERS, or its designee. As of the date hereof, recordation
is
not required in any state by either Rating Agency to obtain the initial rating
on the Certificates (upon which statement the Master Servicer, the NIMS Insurer,
the Trustee and the Custodian may conclusively rely).
In
the
case of Mortgage Loans that have been prepaid in full as of the Closing Date,
the Depositor, in lieu of delivering the above documents to the Custodian on
behalf of the Trustee, will deposit in the Collection Account the portion of
such payment that is required to be deposited in the Collection Account pursuant
to Section 3.07 hereof.
(c) The
Depositor does hereby establish, pursuant to the further provisions of this
Agreement and the laws of the State of New York, an express trust (the “Trust”)
to be known, for convenience, as “MASTR Adjustable Rate Mortgages Trust
2007-HF2” and U.S. Bank National Association is hereby appointed as Trustee in
accordance with the provisions of this Agreement.
(d) The
Depositor and the Trustee on behalf of the Trust agree and understand that
it is
not intended that any Loan be included in the Trust Fund that is (i) a
“High Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
November 27, 2003, (ii) a “High Cost Home Loan” as defined in the New
Mexico Home Loan Protection Act effective January 1, 2004, (iii) a
“High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home
Loan Practices Act effective November 7, 2004, (iv) a “high risk home
loan” under the Illinois High Risk Home Loan Act, effective as of
January 1, 2004, or (v) a “high cost home loan” under the Indiana High
Cost Home Loan Law, effective January 1, 2005. The Trustee shall
be entitled to indemnification from the Depositor and the Trust Fund for any
loss, liability or expense arising out of, or in connection with, the provisions
of the preceding sentence, including, without limitation, all costs, liabilities
and expenses (including reasonable legal fees and expenses) of investigating
and
defending itself against any claim, action or proceeding, pending or threatened,
relating to such provisions.
(e) Each
of
the Collection Account and Distribution Account shall at all times be an
Eligible Account, provided that the Collection Account may be deemed to be
a
sub-account of the Distribution Account. If at any time either the
Collection Account or the Distribution Account ceases to be an Eligible Account,
the Master Servicer or the Trust Administrator, as applicable, shall immediately
establish and maintain a new Collection Account or Distribution Account, as
applicable, that is an Eligible Account, and shall immediately transfer all
funds on deposit in the former Collection Account or Distribution Account,
as
applicable, to the new Collection Account or Distribution Account, as
applicable.
(f) The
Depositor hereby directs the Trust Administrator to execute, deliver and perform
its obligations under the Cap Contract and the Swap Agreement. The
Transferor, the Depositor, the Master Servicer, the Trustee and the Holders
of
the Senior Certificates and the Mezzanine Certificates by their acceptance
of
such Certificates acknowledge and agree that the Trust Administrator shall
execute, deliver and perform its obligations under the Cap Contract and the
Swap
Agreement and shall do so solely in its capacity as Trust Administrator, and
not
in its individual capacity. Every provision of this Agreement relating to the
conduct or affecting the liability of or affording protection to the Trust
Administrator shall apply to the Trust Administrator’s execution of the Cap
Contract and the Swap Agreement, and the performance of its duties and
satisfaction of its obligations thereunder.
(g) The
Depositor hereby directs the Trustee to execute, deliver and perform its
obligations under each of the Assignment Agreements, as well as each additional
agreement relating to the servicing of the Mortgage Loans (each an “Additional
Servicing Agreement”), to which it is a party, and to execute any
acknowledgement or agreement to such Assignment Agreements and Additional
Servicing Agreements, in the forms presented to it by the Depositor, for the
benefit of the Holders of the Certificates. The Trustee shall
execute, deliver and perform its obligations under such Assignment Agreements
and Additional Servicing Agreements and shall do so solely in its capacity
as
Trustee of the Trust, and not in its individual capacity. Every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall apply to the Trustee’s execution of
each of the Assignment Agreements and Additional Servicing Agreements to which
it is a party, and of any acknowledgement or agreement of such Assignment
Agreements and Additional Servicing Agreements, and the performance of any
obligations thereunder.
Section
2.02. Acceptance
by Trustee of the Mortgage Loans.
The
Custodian, on behalf of the Trustee, acknowledges receipt of the documents
identified in the Initial Certification issued by it in the form annexed hereto
as Exhibit G and declares that it holds and will hold such related documents
and
the other documents delivered to it constituting the Mortgage Files, and the
Custodian and Trustee together declare that it holds or will hold such other
assets as are included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders. The Custodian
acknowledges that it will maintain possession of the Mortgage Notes held by
it
in the State of Minnesota, unless otherwise permitted by the Rating Agencies
and
the Trustee.
The
Custodian agrees to execute and deliver on the Closing Date to the Depositor,
the NIMS Insurer and the Trustee an Initial Certification in the form annexed
hereto as Exhibit G. Based on its review and examination, and only as
to the documents identified in such Initial Certification,
the Custodian acknowledges, subject to any applicable exceptions
noted on Exhibit G, that such documents appear regular on their face and relate
to such Mortgage Loan. The Custodian shall be under no duty or
obligation to (i) inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine, enforceable
or appropriate for the represented purpose or that they have actually been
recorded in the real estate records or that they are other than what they
purport to be on their face or (ii) determine whether the Mortgage File should
include any of the documents specified in Section 2.01(b)(i)(D) with respect
to
each Mortgage Loan that is not a Cooperative Mortgage Loan and Section
2.01(b)(ii)(H) with respect to each Cooperative Mortgage Loan, unless the
Mortgage Loan Schedule indicates that such documents are
applicable.
Not
later
than 90 days after the Closing Date, the Custodian shall deliver to the
Depositor, the Trustee, the NIMS Insurer, if any, and the Transferor a Final
Certification in the form annexed hereto as Exhibit H, with any applicable
exceptions noted thereon. The Custodian shall make available, upon
request of any Certificateholder, a copy of any exceptions noted on the Initial
Certification or the Final Certification. The Custodian shall make
available, upon request of the Trustee, the identity of the originator for
any
Mortgage Loan with a material exception.
If,
in
the course of such review, the Custodian finds any document constituting a
part
of a related Mortgage File which does not meet the requirements of Section
2.01,
the Custodian shall list such as an exception in the Final Certification;
provided, however, that the Custodian shall not make any
determination as to whether (i) any endorsement is sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note, (ii) any assignment is in recordable
form
or is sufficient to effect the assignment of and transfer to the assignee
thereof under the mortgage to which the assignment relates or (iii) the Mortgage
File should include any of the documents specified in Section 2.01(b)(i)(D)
with
respect to each Mortgage Loan that is not a Cooperative Mortgage Loan and
Section 2.01(b)(ii)(H) with respect to each Cooperative Mortgage Loan, unless
the Mortgage Loan Schedule indicates that such documents are
applicable.
Upon
receiving each Final Certification from the Custodian, the Trustee shall notify
the Transferor and the NIMS Insurer of any document defects listed as exceptions
in each such Final Certification. The Transferor shall promptly
correct or cure such document defects, and if the Transferor fails to correct
or
cure the defect within ninety (90) days of the earlier of its discovery or
its
receipt of written notice of any document constituting a part of a Mortgage
File
that does not meet the requirements of Section 2.01, and such defect materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Transferor shall repurchase the affected Mortgage Loan from
the Trustee at the Purchase Price. In each case, such Deleted
Mortgage Loan will be removed from the Trust. Any such purchase of a
Deleted Mortgage Loan shall not be effected prior to the delivery to the
Custodian of a Request for Release substantially in the form of Exhibit
M. The Purchase Price for any such Deleted Mortgage Loan shall be
paid by the Transferor to the Master Servicer for deposit in the Collection
Account on or prior to the Distribution Account Deposit Date for the
Distribution Date in the month following the month of repurchase and, upon
receipt of such deposit, the Master Servicer shall instruct the Custodian to
release, and the Custodian shall release, the related Mortgage File to the
Transferor and the Trustee shall execute and deliver at the Transferor’s written
request such instruments of transfer or assignment prepared by the Transferor,
in each case without recourse, representation or warranty, as shall be necessary
to vest in the Transferor, or a designee, the Trustee’s interest in any Deleted
Mortgage Loan released pursuant hereto. The Transferor shall promptly
reimburse the Master Servicer and the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing such
repurchase by the Transferor.
The
Custodian shall retain possession and custody of each related Mortgage File
in
accordance with and subject to the terms and conditions set forth
herein. Pursuant to the terms of the related Servicing Agreement, the
Master Servicer shall cause each of the related Servicers to promptly deliver
to
the Custodian who shall thereupon promptly deposit within each Mortgage File,
upon the execution or receipt thereof, the originals of such other documents
or
instruments constituting the Mortgage File as come into the possession of the
related Servicers from time to time.
It
is
understood and agreed that the obligations of the Transferor hereunder to
purchase any Mortgage Loan which does not meet the requirements of Section
2.01
above or substitute for the related Mortgage Loan an Eligible Substitute
Mortgage Loan shall constitute the sole remedies respecting such defect
available to the Trustee, the Master Servicer, the Depositor and any
Certificateholder.
Section
2.03. Remedies
for Breaches of Representations and Warranties.
The
Transferor hereby makes the representations and warranties set forth in Schedule
II hereto, and by this reference incorporated herein, to the Depositor, the
NIMS
Insurer, if any, and the Trustee, as of the Closing Date, or if so specified
therein, as of the Cut-off Date. With respect to any representation
and warranties set forth on Schedule II hereto which are made to the best of
the
Transferor’s knowledge if it is discovered by any of the Depositor, the Master
Servicer, the Transferor, any Servicer, the Trustee or the Trust Administrator
that the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan or the interests of the Certificateholders therein, notwithstanding the
Transferor’s lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty.
Upon
discovery by any of the Depositor, the Transferor, the Master Servicer, the
NIMS
Insurer, if any, the Trust Administrator or the Custodian of a breach of a
representation or warranty made by the Transferor pursuant to this
Section 2.03 that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach
shall
give prompt notice thereof to the other parties and the
Trustee. Notwithstanding the foregoing, (i) a breach which
causes a Mortgage Loan not to constitute a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, or (ii) a breach of any of
the representations and warranties set forth in clauses (xiii), (xiv), (xv)
and (xxxv) through (l) of Schedule II, in each case, will be deemed
automatically to materially and adversely affect the interests of the
Certificateholders in such Mortgage Loan. Upon receiving notice of a
breach, the Trustee shall in turn notify the Transferor of such
breach. The Trustee shall enforce the obligations of the Transferor
in accordance with this Section 2.03 to correct or cure any such breach of
a representation or warranty made herein, and if the Transferor fails to correct
or cure the defect within such period, and such defect materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the Trustee shall enforce the Transferor’s obligations hereunder to
(i) purchase such Mortgage Loan at the Purchase Price or
(ii) substitute for the related Mortgage Loan an Eligible Substitute
Mortgage Loan. In each case, such Deleted Mortgage Loan will be
removed from the Trust Fund.
The
Transferor hereby covenants that within ninety (90) days of the earlier of
its
discovery or its receipt of written notice from any party of a breach of any
representation or warranty made pursuant to this Section 2.03 which materially
and adversely affects the interest of the Certificateholders in any Mortgage
Loan, it shall cure such breach in all material respects, and if such breach
is
not so cured, shall, (i) if such ninety (90) day period expires prior to the
second anniversary of the Closing Date, remove such Deleted Mortgage Loan from
the Trust Fund and substitute in its place an Eligible Substitute Mortgage
Loan
or Mortgage Loans into the Trust Fund, 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. The Transferor shall promptly reimburse the Master
Servicer, the NIMS Insurer and the Trustee for any expenses reasonably incurred
by the Master Servicer, the NIMS Insurer or the Trustee in respect of enforcing
the remedies for such breach by the Transferor.
The
Transferor covenants to repurchase any Mortgage Loan from the Trust at the
Purchase Price if such Mortgage Loan fails to make its first scheduled payment
due under the terms of the related Mortgage and if such first payment default
is
not cured by the related borrower within 45 days after the first Distribution
Date in which such Mortgage Loan was first reported as Delinquent.
With
respect to any Eligible Substitute Mortgage Loan or Mortgage Loans, the
Transferor shall deliver to the Custodian on behalf of the Trustee, for the
benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related
assignment of the Mortgage, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed and the Mortgage
assigned as required by Section 2.01. No substitution is permitted to
be made on any day in any calendar month after the Determination Date for such
month. Notwithstanding any other provision of this Agreement, the
right to substitute Mortgage Loans pursuant to this Article II shall be subject
to the additional limitations that no substitution of an Eligible Substitute
Mortgage Loan for a Deleted Mortgage Loan shall be made unless the Trustee,
the
Trust Administrator and any NIMS Insurer has received an Opinion of Counsel
addressed to the Trustee and the Trust Administrator (at the expense of the
party seeking to make the substitution) that, under current law, such
substitution will not cause an Adverse REMIC Event.
With
respect to substitutions made by the Transferor, Scheduled Payments due with
respect to Eligible Substitute Mortgage Loans in the month of substitution
shall
not be part of the Trust Fund and will be retained by the Transferor on the
next
succeeding Distribution Date. For the month of substitution,
distributions to Certificateholders will include the monthly payment due on
any
Deleted Mortgage Loan for such month and thereafter the Transferor shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Custodian 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 Eligible Substitute Mortgage Loan
or
Loans and the Custodian shall deliver the amended Mortgage Loan Schedule to
the
Trustee and the NIMS Insurer. Upon such substitution, the Eligible
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement in all respects, and the Transferor shall be deemed to have made
with
respect to such Eligible Substitute Mortgage Loan or Loans, as of the date
of
substitution, the representations and warranties made pursuant to this
Section 2.03 with respect to such Mortgage Loan. Upon any such
substitution and the deposit to the Collection Account of the amount required
to
be deposited therein in connection with such substitution as described in the
following paragraph, the Custodian shall release the Mortgage File held for
the
benefit of the Certificateholders relating to such Deleted Mortgage Loan to
the
Transferor and the Trustee shall
execute and deliver at the Transferor’s direction such instruments of transfer
or assignment prepared by the Transferor, without recourse, representation
or
warranty, as shall be necessary to vest title in the Transferor, as applicable,
or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted
for pursuant to this Section 2.03.
For
any
month in which the Transferor substitutes one or more Eligible Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer
will
determine the amount (if any) by which the aggregate principal balance of all
such Eligible Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Principal Balance of all such Deleted Mortgage Loans (after
application of the scheduled principal portion of the monthly payments received
in the month of substitution). The amount of such shortage (the
“Substitution Adjustment Amount”) plus an amount equal to the aggregate
of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall
be remitted by the Transferor to the Master Servicer, and the Master Servicer
shall deposit such amounts received from the Transferor into the Collection
Account on or before the Distribution Account Deposit Date for the Distribution
Date in the month succeeding the calendar month during which the related
Mortgage Loan became required to be purchased or replaced
hereunder.
In
the
event that the Transferor shall have repurchased a Mortgage Loan, the Purchase
Price therefor shall be deposited in the Collection Account pursuant to Section
3.07 on or before the Distribution Account Deposit Date for the Distribution
Date in the month following the month during which the Transferor became
obligated hereunder to repurchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price and receipt of a Request for Release in the form
of Exhibit M hereto, the Custodian shall release the related Mortgage File
held
for the benefit of the Certificateholders to the Transferor, and the Trustee
shall execute and deliver at the Transferor’s direction such instruments of
transfer or assignment prepared by the Transferor, in each case without
recourse, representation or warranty, as shall be necessary to transfer title
from the Trustee. It is understood and agreed that the obligation
under this Agreement of the Transferor to cure, repurchase or replace any
Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedies against the Transferor respecting such matters
available to Certificateholders, the Master Servicer, the NIMS Insurer, the
Depositor, the Trust Administrator or the Trustee on their behalf.
The
provisions of this Section 2.03 shall survive the conveyance and assignment
of
the Mortgage Files to the Trustee and the delivery of the respective Mortgage
Files to the Custodian for the benefit of the Trustee and the
Certificateholders.
Section
2.04. Representations
and Warranties of the Depositor as to the Mortgage Loans.
The
Depositor hereby represents and warrants to the Trustee, the Trust
Administrator, the NIMS Insurer and the Master Servicer with respect to each
Mortgage Loan as of the date hereof or such other date set forth herein that
as
of the Closing Date, and following the transfer of the Mortgage Loans to it
by
the Transferor, the Depositor had good title to the Mortgage Loans and the
Mortgage Notes were subject to no offsets, liens, defenses or counterclaims,
and
the Depositor has transferred all right, title and interest in each Mortgage
Loan to the Trustee. The transfer of each Mortgage Note and each
Mortgage as and in the matter contemplated by this Agreement is sufficient
to
fully transfer to the Trustee, for the benefit of the Certificateholders, all
right, title and interest of the Depositor thereto as note holder and
mortgagee.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the
Custodian. Upon discovery by the Depositor, the Transferor, the
Master Servicer, the Trust Administrator, the NIMS Insurer or the Trustee of
a
breach of any of the foregoing representations and warranties set forth in
this
Section 2.04 (referred to herein as a “breach”), which breach materially and
adversely affects the interest of the Certificateholders, the party discovering
such breach shall give prompt written notice to the other parties hereto and
to
each Rating Agency.
Section
2.05. Representation
and Warranty of the Depositor as to the Trust.
The
Depositor hereby represents and warrants, for the benefit of the Swap Provider,
that the Trust is a common law trust duly organized and validly existing under
the laws of the state of New York.
Section
2.06. Execution
and Delivery of Certificates.
The
Trustee acknowledges the transfer and assignment to it of the Trust Fund and
acknowledges the issuance of the Subsidiary and the Middle REMIC Regular
Interests, all as described in the Preliminary Statement and the Residual
Certificates in exchange therefor. The Trustee further acknowledges
the transfer and assignment to it of the Subsidiary and the Middle REMIC Regular
Interests and, concurrently with such transfer and assignment, the Trust
Administrator, on its behalf, has executed, authenticated and delivered to
or
upon the order of the Depositor, the Certificates in authorized denominations
evidencing directly or indirectly the entire ownership of the Trust
Fund. The Trustee agrees to hold the Trust Fund, the Subsidiary and
the Middle REMIC Regular Interests and to exercise the rights referred to above
for the benefit of all present and future Holders of the Certificates and to
perform the duties set forth in this Agreement to the best of its ability,
to
the end that the interests of the Holders of the Certificates may be adequately
and effectively protected.
Section
2.07. REMIC
Matters.
The
Preliminary Statement sets forth the designations as “regular interests” or
“residual interests” and “latest possible maturity date” for federal income tax
purposes of all interests created hereby. The “Startup Day” for
purposes of the REMIC Provisions shall be the Closing Date. Each
REMIC shall have the calendar year as its fiscal year and shall use the accrual
method of accounting.
Section
2.08. Covenants
of the Master Servicer.
The
Master Servicer hereby covenants to the Depositor and the Trustee as
follows:
(i) subject
to Section 3.01, the Master Servicer shall cause each Servicer to perform its
obligations under the applicable Servicing Agreement; and
(ii) no
written information, certificate of an officer, statement furnished in writing
or written report delivered to the Depositor, any affiliate of the Depositor
or
the Trustee and prepared by the Master Servicer pursuant to this Agreement
will
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make such information, certificate, statement or report not
misleading at the time provided.
Section
2.09. Representations
and Warranties of the Master Servicer.
The
Master Servicer hereby represents and warrants to the Depositor and the Trustee,
as of the Closing Date, or if so specified herein, as of the Cut-off
Date:
(a) The
Master Servicer is duly organized as a national banking association and is
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 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 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.
(b) The
Master Servicer has the full power and authority to master service each Mortgage
Loan, and to execute, deliver and perform, and to enter into and consummate
the
transactions contemplated by this Agreement and has duly authorized by all
necessary action on the part of the Master Servicer the execution, delivery
and
performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Master Servicer,
enforceable against the Master Servicer in accordance with its terms, except
that (i) the enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’ rights
generally and (ii) 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 relating thereto may be
brought.
(c) The
execution and delivery of this Agreement by the Master Servicer, and the master
servicing of the Mortgage Loans by the Master Servicer 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 the ordinary
course of business of the Master Servicer and will not (i) result in a material
breach of any term or provision of the articles of incorporation or by-laws
of
the Master Servicer, (ii) materially conflict with, result in a material breach,
violation or acceleration of, or result in a material default under, the terms
of any other material agreement or instrument to which the Master Servicer
is a
party or by which it may be bound, or (iii) constitute a material violation
of
any statute, order or regulation applicable to the Master Servicer of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Master Servicer; and the Master Servicer 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 Master Servicer’s ability to
perform or meet any of its obligations under this Agreement.
(d) The
Master Servicer or an affiliate thereof is an approved servicer of conventional
mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by
the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211
of
the National Housing Act.
(e) No
litigation is pending or, to the knowledge of the Master Servicer, threatened
against the Master Servicer that would materially and adversely affect the
execution, delivery or enforceability of this Agreement or the ability of the
Master Servicer to master service the Mortgage Loans or to perform any of its
other obligations under this Agreement in accordance with the terms
thereof.
(f) No
consent, approval, authorization or, to the knowledge of the Master Servicer,
order of any court or governmental agency or body is required for the execution,
delivery and performance by the Master Servicer of, or compliance by the Master
Servicer with, this Agreement or the consummation of the transactions
contemplated thereby, or if any such consent, approval, authorization or order
is required, the Master Servicer has obtained the same.
Section
2.10. Representations
and Warranties of the Custodian.
The
Custodian hereby represents and warrants to the Depositor, the Master Servicer,
the Trust Administrator and the Trustee, as of the Closing Date, or if so
specified herein, as of the Cut-off Date:
(a) The
Custodian is duly organized as a national banking association and is 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 Custodian 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 perform any of
its
obligations under this Agreement in accordance with the terms
thereof.
(b) Such
Custodian 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 the part of the Custodian the
execution, delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery thereof by the other
parties thereto, constitutes a legal, valid and binding obligation of the
Custodian, enforceable against the Custodian in accordance with its terms,
except that (i) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors’ rights generally and (ii) 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.
(c) The
execution and delivery of this Agreement by the Custodian, the consummation
of
any other of the transactions contemplated by this Agreement, and the
fulfillment of or compliance with the terms thereof are in the ordinary course
of business of the Custodian and will not (i) result in a material breach of
any
term or provision of the articles of incorporation or by-laws of the Custodian,
(ii) materially conflict with, result in a material breach, violation or
acceleration of, or result in a material default under, the terms of any other
material agreement or instrument to which the Custodian is a party or by which
it may be bound, or (iii) constitute a material violation of any statute, order
or regulation applicable to the Custodian of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Custodian; and the Custodian 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 Custodian’s ability to perform or meet any
of its obligations under this Agreement.
(d) No
litigation is pending or, to the knowledge of the Custodian, threatened against
the Custodian that would materially and adversely affect the execution, delivery
or enforceability of this Agreement or the ability of the Custodian to perform
any of its obligations under this Agreement in accordance with the terms
thereof.
(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 Custodian
of, or compliance by the Custodian with, this Agreement or the consummation
of
the transactions contemplated thereby, or if any such consent, approval,
authorization or order is required, the Custodian has obtained the
same.
ARTICLE
III
ADMINISTRATION
AND MASTER
SERVICING
OF MORTGAGE LOANS
Section
3.01. Master
Servicing of Mortgage Loans.
For
and
on behalf of the Certificateholders, the Master Servicer shall supervise,
monitor and oversee the obligation of the Servicers to service and administer
their respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreement and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations
hereunder, the Master Servicer shall act in a manner consistent with this
Agreement, subject to the prior sentence, and with customary and usual standards
of practice of prudent mortgage loan master servicers. Furthermore,
the Master Servicer shall oversee and consult with each Servicer as necessary
from time to time to carry out the Master Servicer’s obligations hereunder,
shall receive, review and evaluate all reports, information and other data
provided to the Master Servicer by each Servicer and shall cause each Servicer
to perform and observe the covenants, obligations and conditions to be performed
or observed by such Servicer under the applicable Servicing
Agreement. The Master Servicer shall independently and separately
monitor each 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 Servicers’ and Master Servicer’s records, and based on such
reconciled and corrected information, prepare the statements specified in
Section 4.04 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 Servicers to the
Collection Account pursuant to the applicable Servicing Agreements.
In
accordance with the standards of the preceding paragraph and to the extent
the
related Servicer does not make such advance, the Master Servicer shall advance
or cause to be advanced funds as necessary for the purpose of effecting the
payment of taxes and assessments on the Mortgaged Properties, which advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.07, and further as provided in
Section 3.10. The costs incurred by the Master Servicer, if any,
in effecting the timely payment of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Scheduled Principal Balances of the related Mortgage Loans, notwithstanding
that
the terms of such Mortgage Loans so permit.
Section
3.02. Monitoring
of Servicers.
(a) The
Master Servicer shall be responsible for reporting to the Trustee, the Trust
Administrator, the NIMS Insurer and the Depositor the compliance by each
Servicer with its duties under the related Servicing Agreement. In
the review of each Servicer’s activities, the Master Servicer may rely upon an
officer’s certificate of the Servicer with regard to such Servicer’s compliance
with the terms of its Servicing Agreement. In the event that the
Master Servicer, in its judgment, determines that a Servicer should be
terminated in accordance with its Servicing Agreement, or that a notice should
be sent pursuant to such Servicing Agreement with respect to the occurrence
of
an event that, unless cured, would constitute grounds for such termination,
the
Master Servicer shall notify the Depositor, the NIMS Insurer, the Trust
Administrator and the Trustee thereof 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, the Trust Administrator, the
NIMS Insurer, the Certificateholders, shall enforce the obligations of each
Servicer under the related Servicing Agreement, and shall, in the event that
a
Servicer fails to perform its obligations in accordance with the related
Servicing Agreement, subject to the preceding paragraph, terminate the rights
and obligations of such Servicer thereunder (with the prior written consent
of
the NIMS Insurer) and act as successor Servicer of the related Mortgage Loans
or
cause the Trustee to enter into a new Servicing Agreement with a successor
Servicer selected by the Master Servicer and acceptable to the NIMS Insurer;
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. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Servicing Agreements and the pursuit
of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer, 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, 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 related to any
termination of a Servicer, appointment of a successor Servicer or the transfer
and assumption of servicing by the Master Servicer with respect to any Servicing
Agreement (including, without limitation, (i) all legal costs and expenses
and all due diligence costs and expenses associated with an evaluation of the
potential termination of the Servicer as a result of an event of default by
such
Servicer and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data
and
the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies
in
the servicing data or otherwise to enable the successor servicer to service
the
Mortgage Loans in accordance with the related Servicing Agreement) are not
fully
and timely reimbursed by the terminated Servicer, the Master Servicer shall
be
entitled to reimbursement of such reasonable costs and expenses from the
Collection Account.
(d) The
Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in the related Servicing
Agreement.
(e) If
the
Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the Servicer, if any, that it
replaces.
(f) If
a
Servicer fails to make its required payment of Compensating Interest on any
Distribution Date, the Master Servicer will be required to make such payment
of
Compensating Interest to the same extent that such Servicer was required to
make
such payment of Compensating Interest.
(g) To
the
extent a Servicer requests the consent of the Trust or the Master Servicer
with
respect to any servicing-related matter for which the applicable Servicer is
required to seek consent under the applicable Servicing Agreement or Assignment
Agreement, the Master Servicer shall promptly or within the time frame specified
in such Servicing Agreement, if any, evaluate such request for consent in the
best interest of the Trust and the Certificateholders, and grant or withhold
such consent accordingly. Notwithstanding the foregoing, in the event
that any Mortgage Loan is in default or, in the judgment of the Servicer
pursuant to the terms of the Servicing Agreement, such default is reasonably
foreseeable, the Master Servicer, consistent with the standards set forth in
this Section 3.02(g), may permit the Servicer to waive, modify or vary any
term
of such Mortgage Loan (including modifications that would change the Mortgage
Rate, forgive the payment of the principal or interest, increase the principal
balance, or extend the final maturity date of such Mortgage Loan, provided
such
maturity date does not extend beyond the termination date of the security,
accept payment from the related Mortgagor in an amount less than the Scheduled
Principal Balance in final satisfaction of such Mortgage Loan (such payment,
a
“Short Pay-off”) or consent to the postponement of strict compliance with any
such term or otherwise grant indulgence to any Mortgagor, provided that,
in the judgment of the applicable Servicer pursuant to the terms
of the
related Servicing Agreement, any such modification, waiver or amendment could
reasonably be expected to result in collections and other recoveries in respect
of such Mortgage Loans in excess of Liquidation Proceeds that would be recovered
upon the foreclosure of, or other realization upon, such Mortgage Loan and
provided further, that the NIMS Insurer’s prior written consent shall
be required pursuant to the terms of such Servicing Agreement, for any
modification of a Mortgage Loan (excluding for this purpose any waiver of a
Mortgage Loan pursuant to this Servicing Agreement) if the aggregate number
of
outstanding Mortgage Loans which have been modified in the aggregate by all
of
the Servicers and have been reported as modified to the Credit Risk Manager
exceeds 5% of the number of Mortgage Loans as of the Cut-off
Date. Notwithstanding anything to the contrary in this Agreement, the
Master Servicer shall not knowingly waive or permit the applicable Servicer
to
waive a Prepayment Charge due on any Mortgage Loan, unless: (i) such
Mortgage Loan is in default or default by the related Mortgagor is, in the
reasonable judgment of the Master Servicer or the Servicer, reasonably
foreseeable, and such waiver would maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and the related Mortgage Loan,
(ii) the collection of the Prepayment Charge would be in violation of
applicable law or (iii) the collection of such Prepayment Charge would be
considered “predatory” pursuant to written guidance published or issued by any
applicable federal, state or local regulatory authority acting in its official
capacity and having jurisdiction over such matters. Notwithstanding
the preceding provisions of this Section 3.02(g), no modification, waiver or
amendment of a Mortgage Loan shall be permitted if it would result in an Adverse
REMIC Event.
(h) To
the
extent a Servicer is obligated under the related Servicing Agreement to procure
the consent of the Master Servicer in connection with the Servicer’s engagement
of a Subservicer to perform any servicing responsibilities under the related
Servicing Agreement with respect to the related Mortgage Loans, the Master
Servicer will only give such consent if both of the following conditions are
satisfied: (i) the NIMS Insurer has previously consented thereto in writing
and
(ii) that Subservicer first agrees in writing with such Servicer and the Master
Servicer to deliver an Annual Statement of Compliance, an Assessment of
Compliance and an Accountant’s Attestation in such manner and at such times that
permit that Servicer and the Master Servicer to comply with Sections 3.21 and
3.22 of this Agreement.
(i) The
Master Servicer shall enforce any negative covenant in the related Servicing
Agreement which prohibits a Servicer from outsourcing one or more separate
servicing functions under the related Servicing Agreement with respect to the
Mortgage Loans to any Subcontractor unless both of the following conditions
are
satisfied: (i) the NIMS Insurer previously agrees in writing to such outsourcing
and (ii) that Subcontractor first agrees in writing with such Servicer and
the
Master Servicer to deliver an Assessment of Compliance and an Accountant’s
Attestation in such manner and at such times that permits that Servicer and
the
Master Servicer to comply with Section 3.22 of this Agreement.
Section
3.03. [Reserved].
Section
3.04. Rights
of the Depositor and the Trustee in Respect of the Master
Servicer.
The
Depositor may, but is not obligated to, provided it shall upon the request
of
the NIMS Insurer, enforce the obligations of the Master Servicer hereunder
and
may, but is not obligated to, perform, provided it shall upon the request of
the
NIMS Insurer, or cause a designee to perform, any defaulted obligation of the
Master Servicer hereunder and in connection with any such defaulted obligation
to exercise the related rights of the Master Servicer hereunder; provided that
the Master Servicer shall not be relieved of any of its obligations hereunder
by
virtue of such performance by the Depositor or its designee. Neither
the Trustee nor the Depositor shall have any responsibility or liability for
any
action or failure to act by the Master Servicer or any Servicer nor shall the
Trustee or the Depositor be obligated to supervise the performance of the Master
Servicer hereunder or any Servicer under any Servicing Agreement or
otherwise.
Section
3.05. Trustee
to Act as Master Servicer.
In
the
event that the Master Servicer shall for any reason no longer be the Master
Servicer hereunder (including by reason of a Master Servicer Event of
Termination), the Trustee or its successor shall in accordance with Section
7.02
thereupon assume all of the rights and obligations of the Master Servicer
hereunder arising thereafter (except that the Trustee shall not be (i) liable
for losses of the predecessor Master Servicer pursuant to Section 3.09 hereof
(or any acts or omissions of the predecessor Master Servicer hereunder), (ii)
obligated to make Advances if it is prohibited from doing so by applicable
law,
(iii) obligated to effectuate repurchases or substitutions of Mortgage Loans
hereunder including, but not limited to, repurchases or substitutions of
Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for
expenses of the Master Servicer pursuant to Section 2.03 hereof, (v) deemed
to
have made any representations and warranties of the Master Servicer pursuant
to
Section 2.09 hereunder or (vi) obligated to perform any obligation of the Master
Servicer under Section 3.21 or 3.22 with respect to any period of time the
Trustee was not the Master Servicer). Any such assumption shall be
subject to Section 7.02 hereof. If the Master Servicer shall for any
reason no longer be the Master Servicer (including by reason of any Master
Servicer Event of Termination), the Trustee or its successor may, but shall
not
be obligated to, succeed to any rights and obligations of the Master Servicer
under each subservicing agreement.
The
Master Servicer shall, upon request of the Trustee, but at the expense of the
Master Servicer, deliver to the assuming party all documents and records
relating to each subservicing agreement or substitute subservicing agreement
and
the Mortgage Loans then being serviced thereunder and an accounting of amounts
collected or held by it and otherwise use its best efforts to effect the orderly
and efficient transfer of each subservicing agreement or substitute subservicing
agreement to the assuming party.
The
Trustee or successor master servicer shall be entitled to be reimbursed from
the
Master Servicer for all costs associated with the transfer of master servicing
from the Master Servicer, including, without limitation, any costs or expenses
associated with the complete transfer of all master servicing data and the
completion, correction or manipulation of such master servicing data as may
be
required by the Trustee or successor master servicer to correct any errors
or
insufficiencies in the master servicing data or otherwise to enable the Trustee
or successor master servicer to master service the Mortgage Loans properly
and
effectively.
If
the
Master Servicer does not pay such reimbursement within thirty (30) days of
its receipt of an invoice therefor, such reimbursement shall be an expense
of
the Trust and the Trustee shall be entitled to withdraw such reimbursement
from
amounts on deposit in the Distribution Account pursuant to
Section 3.10(b)(iii); provided that the Master Servicer shall reimburse the
Trust for any such expense incurred by the Trust.
Section
3.06. Protected
Accounts.
(a) The
Master Servicer shall enforce the obligation of each Servicer to establish
and
maintain a Protected Account in accordance with the applicable Servicing
Agreement, with records to be kept with respect thereto on a Mortgage Loan
by
Mortgage Loan basis, into which accounts shall be deposited within 48 hours
(or
as of such other time specified in the related Servicing Agreement) of receipt
all collections of principal and interest on any Mortgage Loan or amounts
received with respect to any REO Property, including Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds, and advances made from the Servicer’s
own funds (less servicing compensation as permitted by the applicable Servicing
Agreement in the case of any Servicer) and all other amounts to be deposited
in
the Protected Account. The Master Servicer is hereby authorized to
make withdrawals from and deposits to the related Protected Account for purposes
required or permitted by this Agreement.
(b) In
accordance with the terms of the applicable Servicing Agreement, amounts on
deposit in a Protected Account are required to be invested by the applicable
Servicer in Permitted Investments. The income earned from investments
made pursuant to this Section 3.06 shall be paid to the related Servicer
under the applicable Servicing Agreement, and the risk of loss of moneys
required to be distributed to the Certificateholders resulting from such
investments shall be borne by and be the risk of the related
Servicer. The related Servicer (to the extent provided in the
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.
Section
3.07. Collection
of Mortgage Loan Payments; Collection Account; Distribution Account; Cap Account
and Swap Account.
(a) The
Master Servicer shall enforce the obligation of the Servicers to collect all
payments called for under the terms and provisions of the Mortgage Loans to
the
extent such procedures shall be consistent with the applicable Servicing
Agreement and the terms and provisions of any related Required Insurance
Policy.
(b) The
Master Servicer shall establish and maintain a Collection Account, which may
be
deemed to be a sub account of the Distribution Account, into which the Master
Servicer shall deposit or cause to be deposited within two Business Days of
receipt, except as otherwise specifically provided herein, the following
payments and collections remitted by the Servicers, or received by it in respect
of Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-off Date)
and the following amounts required to be deposited hereunder:
(i) all
payments on account of principal on the Mortgage Loans, including Principal
Prepayments;
(ii) all
payments on account of interest on the Mortgage Loans, net of the related
Servicing Fee;
(iii) all
Liquidation Proceeds (including Insurance Proceeds), other than proceeds to
be
applied to the restoration or repair of the Mortgaged Property or released
to
the Mortgagor in accordance with the applicable Servicer’s or Master Servicer’s
normal servicing procedures, and all Recoveries;
(iv) any
amount required to be deposited by the Master Servicer pursuant to
Section 3.07(e) in connection with any losses on Permitted
Investments;
(v) any
amounts required to be deposited by the Master Servicer pursuant to
Section 3.15(b) and 3.15(d), and in respect of net monthly rental income
from REO Property pursuant to Section 3.15 hereof;
(vi) all
Substitution Adjustment Amounts;
(vii) all
Advances made by the Master Servicer pursuant to Section 4.01;
(viii) any
Class
P Prepayment Charges;
(ix) any
Compensating Interest payments;
(x) any
amounts deposited by the Master Servicer in connection with a deductible clause
in any blanket hazard insurance policy in respect of the Mortgage
Loans;
(xi) all
proceeds of a primary mortgage guaranty insurance policy in respect of the
Mortgage Loans; and
(xii) any
other
amounts required to be deposited hereunder.
In
the
event that the Master Servicer shall deposit into the Collection Account any
amount not required to be deposited, it may at any time withdraw such amount
from the Collection Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section. All
funds deposited in the Collection Account shall be held in trust for the
Certificateholders until withdrawn in accordance with
Section 3.10.
(c) [Reserved].
(d) The
Trust
Administrator shall establish and maintain, on behalf of the Certificateholders,
the Distribution Account. The Trust Administrator shall, promptly
upon receipt but no later than on the Distribution Account Deposit Date, deposit
in the Distribution Account and retain therein the following:
(i) the
aggregate amount remitted by the Master Servicer to the Trust Administrator
pursuant to Section 3.10(a)(ix)(A);
(ii) any
amount deposited by the Master Servicer or the Trust Administrator pursuant
to
Section 3.07(e) in connection with any losses on Permitted Investments;
and
(iii) any
other
amounts described hereunder which are required to be deposited in the
Distribution Account.
In
the
event that the Master Servicer shall remit any amount not required to be
remitted, it may at any time direct the Trust Administrator in writing to
withdraw such amount from the Distribution Account, any provision herein to
the
contrary notwithstanding. Such direction may be accomplished by
delivering an Officer’s Certificate to the Trust Administrator which describes
the amounts deposited in error in the Distribution Account. All funds
deposited in the Distribution Account shall be held by the Trust Administrator
in trust for the Certificateholders until disbursed in accordance with this
Agreement or withdrawn in accordance with Section 3.10(b). In no
event shall the Trust Administrator incur liability for withdrawals from the
Distribution Account at the direction of the Master Servicer.
(e) Each
institution at which the Collection Account or Distribution Account is
maintained shall invest the funds on deposit in the Collection Account, as
directed in writing by the Master Servicer, or the Distribution Account, as
directed in writing by the Trust Administrator, in Permitted
Investments. Funds invested in the Collection Account shall mature
not later than the Business Day next preceding the related Distribution Account
Deposit Date (except that if such Permitted Investment is an obligation of
or is
managed by the institution that maintains, or is the custodian for, such
account, then such Permitted Investment shall mature not later than such
Distribution Account Deposit Date). Permitted Investments in respect
of the Collection Account or the Distribution Account shall not be sold or
disposed of prior to their 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 of funds on deposit in the Collection Account shall
be
for the benefit of the Master Servicer as Master Servicing Compensation and
shall be remitted to it monthly as provided herein. The amount of any
realized losses in the Collection Account incurred in any such account in
respect of any such investments shall promptly be deposited by the Master
Servicer (from its own funds without any right of reimbursement) in the
Collection Account or paid to the Trust Administrator by wire transfer of
immediately available funds for deposit into the Distribution
Account. All income and gain (net of any losses realized from any
such investment of funds on deposit in the Distribution Account) shall be for
the benefit of the Trust Administrator as compensation and shall be remitted
to
it monthly as provided herein. The amount of any realized losses in
the Distribution Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Trust Administrator, in the
Distribution Account. The Trust Administrator shall not be liable for
the amount of any loss incurred in respect of any investment or lack of
investment of funds held in the Collection Account (except to the extent the
Trust Administrator is the obligor and has defaulted thereon), or the
Distribution Account, and made in accordance with this
Section 3.07. In the absence of written instructions by the
Trust Administrator, all funds on deposit therein shall remain
uninvested.
(f) The
Master Servicer shall give notice to the Trustee, the Trust Administrator,
the
NIMS Insurer, each Rating Agency and the Depositor of any proposed change of the
location of the Collection Account prior to any change thereof. The
Trust Administrator shall give notice to the Trustee, the Master Servicer,
each
Rating Agency and the Depositor of any proposed change of the location of the
Distribution Account prior to any change thereof.
(g) Each
of
the Collection Account and Distribution Account, shall at all times be an
Eligible Account, provided, that the Collection Account may be deemed
to be a sub-account of the Distribution Account. If at any time
either the Collection Account, or Distribution Account, as applicable, ceases
to
be an Eligible Account, the Master Servicer or the Trust Administrator, as
applicable, shall immediately establish and maintain a new Collection Account
or
Distribution Account, as applicable, that is an Eligible Account, and shall
immediately transfer all funds on deposit in the former Collection Account
or
Distribution Account, as applicable, to the new Collection Account or
Distribution Account, as applicable.
(h) The
Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby
directed to perform the obligations of the Custodian as defined under the Credit
Support Annex (the “Derivatives Custodian”).
On
or
before the Closing Date, the Derivatives Custodian shall establish a Derivatives
Collateral Account (the “Derivatives Collateral Account”). The
Derivatives Collateral Account shall be held in the name of the Derivatives
Custodian in trust for the benefit of the Holders of
Certificates. The Derivatives Collateral Account must be an Eligible
Account and shall be entitled “MASTR Adjustable Rate Mortgages Trust 2007-HF2,
Derivatives Collateral Account, Xxxxx Fargo Bank, N.A., as Derivatives Custodian
for the benefit registered Certificateholders of MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass-Through Certificates, Series
2007-HF2.”
The
Derivatives Custodian shall credit to Derivatives Collateral Account all
collateral (whether in the form of cash or securities) posted by the Derivative
Provider to secure the obligations of the Derivative Provider in accordance
with
the terms of the Swap Agreement and the Cap Contract. Except for
investment earnings, the Derivative Provider shall not have any legal, equitable
or beneficial interest in the Derivatives Collateral Account other than in
accordance with this Agreement, the Swap Agreement and the
Cap
Contract, and applicable law. The Derivatives Custodian shall
maintain and apply all collateral and earnings thereon on deposit in the
Derivatives Collateral Account in accordance with the Credit Support
Annex.
Cash
collateral posted by the Derivative Provider in accordance with the Credit
Support Annex shall be invested at the direction of the Derivative Provider
in
accordance with the requirements of the Credit Support Annex. All
amounts earned on amounts on deposit in the Derivatives Collateral Account
(whether cash collateral or securities) shall be for the account of and taxable
to the Derivative Provider.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Swap Agreement and the Cap Contract with respect to the Derivative Provider
or
upon occurrence or designation of an Early Termination Date (as defined in
the
Swap Agreement and the Cap Contract) as a result of any such Event of Default
or
Specified Condition with respect to the Derivative Provider, and, in either
such
case, unless the Derivative Provider has paid in full all of its Obligations
(as
defined in the Credit Support Annex) that are then due, then any collateral
posted by the Derivative Provider in accordance with the Credit Support Annex
shall be applied to the payment of any Obligations due to Party B (as defined
in
the Credit Support Annex) in accordance with the Credit Support
Annex. To the extent the Derivatives Custodian is required to return
any of the Posted Collateral to the Derivative Provider under the terms of
the
Credit Support Annex, the Derivatives Custodian shall return such collateral
in
accordance with the terms of the Credit Support Annex.
(i) On
the
Closing Date, the Trust Administrator shall establish and maintain in its name,
in trust for the benefit of the Supplemental Interest Trust on behalf of the
Holders of the Offered Certificates, the Cap Account, and shall deposit $1,000
therein upon receipt from or on behalf of the Depositor of such
amount. All funds on deposit in the Cap Account shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including without limitation, other moneys held by the Trust Administrator
pursuant to this Agreement.
On
each
Distribution Date, the Supplemental Interest Trust Trustee shall deposit into
the Cap Account all amounts received in respect of the Cap Contract for the
related Accrual Period. The Trust Administrator shall make
withdrawals from the Cap Account to make distributions pursuant to Section
4.07
exclusively (other than as expressly provided for in Section 3.10).
Funds
in
the Cap Account may be invested in Permitted Investments at the direction of
the
Holders of the Class C Certificates, which Permitted Investments shall
mature not later than the Business Day immediately preceding the first
Distribution Date that follows the date of such investment (except that if
such
Permitted Investment is an obligation of the institution that maintains the
Cap
Account, then such Permitted Investment shall mature not later than such
Distribution Date) and shall not be sold or disposed of prior to
maturity. All such Permitted Investments shall be made in the name of
the Trust Administrator, for the benefit of the Supplemental Interest Trust,
on
behalf of the Holders of the Offered Certificates. Any net investment
earnings on such amounts shall be retained therein until withdrawn as provided
in Section 3.10. Any losses incurred in the Cap Account in respect of
any such investments shall be charged against amounts on deposit in the Cap
Account (or the amount of such investments) immediately as
realized. The Trust Administrator shall not be liable for the amount
of any loss incurred in respect of any investment or lack of investment of
funds
held in the Cap Account and made in accordance with this Section
3.07. The Cap Account will not constitute an asset of the Trust Fund
or any REMIC created hereunder. The Class C Certificates shall
evidence ownership of the Cap Account for federal tax purposes. If no
investment direction is received by the Trust Administrator from Holders of
the
Class C Certificates, funds in the Cap Account shall remain
uninvested.
(j) On
the
Closing Date, the Supplemental Interest Trust Trustee shall establish and
maintain in its name, in trust for the benefit of the Supplemental Interest
Trust on behalf of the Holders of the Offered Certificates, the Swap Account,
and shall deposit $1,000 therein upon receipt from or on behalf of the Depositor
of such amount. All funds on deposit in the Swap Account shall be
held separate and apart from, and shall not be commingled with, any other
moneys, including without limitation, other moneys held by the Trust
Administrator pursuant to this Agreement.
On
each
Distribution Date, prior to any distribution to any Certificate, the
Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i)
the
amount of any Net Swap Payment or Swap Termination Payment (other than any
Swap
Termination Payment resulting from a Swap Provider Trigger Event) owed to the
Swap Provider (after taking into account any upfront payment received from
the
counterparty to a replacement swap agreement) from funds collected and received
with respect to the Mortgage Loans prior to the determination of Available
Funds
and (ii) amounts received by the Supplemental Interest Trust Trustee from the
Swap Provider pursuant to the Swap Agreement. The Supplemental
Interest Trust Trustee shall make withdrawals from the Swap Account to make
distributions pursuant to Section 4.11 exclusively (other than as expressly
provided for in Section 3.10).
Funds
in
the Swap Account may be invested in Permitted Investments at the direction
of
the Holders of the Class C Certificates, which Permitted Investments shall
mature not later than the Business Day immediately preceding the first
Distribution Date that follows the date of such investment (except that if
such
Permitted Investment is an obligation of the institution that maintains the
Swap
Account, then such Permitted Investment shall mature not later than such
Distribution Date) and shall not be sold or disposed of prior to
maturity. All such Permitted Investments shall be made in the name of
the Trust Administrator, for the benefit of the Supplemental Interest Trust,
on
behalf of the Holders of the Offered Certificates. Any net investment
earnings on such amounts shall be retained therein until withdrawn as provided
in Section 3.10. Any losses incurred in the Swap Account in respect
of any such investments shall be charged against amounts on deposit in the
Swap
Account (or the amount of such investments) immediately as
realized. The Trust Administrator shall not be liable for the amount
of any loss incurred in respect of any investment or lack of investment of
funds
held in the Swap Account and made in accordance with this Section
3.07. The Swap Account will not constitute an asset of the Trust Fund
or any REMIC created hereunder. The Class C Certificates shall
evidence ownership of the Swap Account for federal tax purposes. If no
investment direction is received by the Trust Administrator from Holders of
the
Class C Certificates, funds in the Swap Account shall remain
uninvested.
Section
3.08. Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.
To
the
extent required by the related Servicing Agreement and by the related Mortgage
Note and not violative of current law, the Master Servicer shall require each
Servicer to establish and maintain one or more accounts (each, an “Escrow
Account”) and deposit and retain therein all collections from the Mortgagors (or
Advances by such Servicer) for the payment of taxes, assessments, hazard
insurance premiums or comparable items for the account of the
Mortgagors. Nothing herein shall require the Master Servicer to
compel a Servicer to establish an Escrow Account in violation of applicable
law.
Section
3.09. Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
The
Master Servicer and the Custodian shall afford and the Master Servicer shall
require the Servicers to afford the Depositor, the Trustee, the NIMS Insurer
and
the Trust Administrator and their respective agents or representatives
reasonable access to all records and documentation regarding the Mortgage Loans
and all accounts, insurance information and other matters relating to this
Agreement or the Servicing Agreement, such access being afforded without charge,
but only upon reasonable request and during normal business hours at the office
designated by the Master Servicer, the applicable Servicer or the Custodian
to
the extent set forth in the applicable Servicing Agreement.
Upon
reasonable advance notice in writing, the Master Servicer and the Custodian
will
provide or the Master Servicer shall require the Servicers, to the extent set
forth in the applicable Servicing Agreement, to provide to each
Certificateholder which is a savings and loan association, bank or insurance
company certain reports and reasonable access to information and documentation
regarding the Mortgage Loans sufficient to permit such Certificateholder to
comply with applicable regulations of the OTS or other regulatory authorities
with respect to investment in the Certificates; provided, that the Master
Servicer, the applicable Servicer or the Custodian shall be entitled to be
reimbursed by each such Certificateholder for actual expenses incurred by the
Master Servicer, the applicable Servicer or the Custodian in providing such
reports and access.
Section
3.10. Permitted
Withdrawals from the Collection Account, the Distribution Account, the Cap
Account and the Swap Account.
(a) The
Master Servicer may from time to time make withdrawals from the Collection
Account for the following purposes:
(i) to
pay to
the Servicers (to the extent not previously retained by them), the servicing
compensation to which they are entitled pursuant to the applicable Servicing
Agreements, and to pay to the Master Servicer, the Master Servicing Compensation
with respect to funds in or credited to the Collection Account;
(ii) to
reimburse each of the Servicers or the Master Servicer for unreimbursed Advances
made by it, such right of reimbursement pursuant to this sub-clause (ii)
being limited to amounts received on the Mortgage Loan(s) in respect of which
any such Advance was made;
(iii) to
reimburse the Servicers or the Master Servicer for any Nonrecoverable Advance
previously made;
(iv) to
reimburse the Servicers or the Master Servicer for Insured Expenses from the
related Insurance Proceeds;
(v) to
reimburse the Servicers or the Master Servicer for (a) unreimbursed
Servicing Advances, the Servicers’ or the Master Servicer’s right to
reimbursement pursuant to this clause (a) with respect to any Mortgage Loan
being limited to amounts received on such Mortgage Loan(s) which represent
late
recoveries of the payments for which such advances were made pursuant to
Section 3.01 or Section 4.01 and (b) for unpaid Servicing Fees as
provided in Section 3.15 hereof;
(vi) to
pay to
the purchaser, with respect to each Mortgage Loan or property acquired in
respect thereof that has been purchased pursuant to Section 2.02 or 2.03,
all amounts received thereon after the date of such purchase;
(vii) to
reimburse the Transferor, the Master Servicer or the Depositor for expenses
or
indemnities incurred by any of them and reimbursable pursuant to
Section 6.03 hereof;
(viii) to
withdraw any amount deposited in the Collection Account and not required to
be
deposited therein;
(ix) on
or
prior to the Distribution Account Deposit Date, to (A) withdraw (i) an
amount equal to the related Available Funds for such Distribution Date and
(ii)
any Recoveries received during the related Prepayment Period, and remit by
wire
transfer of immediately available funds such amounts to the Trust Administrator
for deposit in the Distribution Account and (B) withdraw any Class P
Prepayment Charges received and remit by wire transfer of immediately available
funds such amounts to the Trust Administrator for deposit into the Distribution
Account;
(x) to
reimburse the Master Servicer for any costs or expenses incurred by it and
reimbursable pursuant to Section 3.02; and
(xi) to
clear
and terminate the Collection Account upon termination of this Agreement pursuant
to Section 10.01 hereof.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account pursuant to such sub-clauses (i), (ii), (iv), (v) and
(vi). Prior to making any withdrawal from the Collection Account
pursuant to sub-clause (iii), the Master Servicer shall deliver to the
Trust Administrator an Officer’s Certificate of a Master Servicing Officer
indicating the amount of any previous Advance determined by the Master Servicer
to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s),
and their respective portions of such Nonrecoverable Advance.
(b) The
Trust
Administrator shall withdraw funds from the Distribution Account for
distributions to Certificateholders, in the manner specified in this Agreement
(and withhold from the amounts so withdrawn, the amount of any taxes that it
is
authorized to withhold pursuant to the last paragraph of
Section 9.11). In addition, the Trust Administrator may from
time to time make withdrawals from the Distribution Account for the following
purposes:
(i) to
pay to
the Trust Administrator earnings on or investment income, if any with respect
to
funds in or credited to the Distribution Account;
(ii) to
withdraw and return to the Master Servicer any amount deposited in the
Distribution Account and not required to be deposited therein in accordance
with
Section 3.07(d);
(iii) to
withdraw any indemnity, expense or other reimbursement owed to it or the Trustee
pursuant to this Agreement, including, without limitation, Section 3.05,
Section 7.02, Section 8.05 and Section 9.05;
(iv) [reserved];
and
(v) to
clear
and terminate the Distribution Account upon termination of the Agreement
pursuant to Section 10.01 hereof.
(c) [Reserved]
(d) The
Trust
Administrator shall withdraw funds from the Cap Account for distribution to
the
Offered Certificates in the manner specified in Section 4.07 (and shall withhold
from the amounts so withdrawn the amount of any taxes that it is authorized
to
retain pursuant to the last paragraph of Section 9.11). In addition,
the Trust Administrator may from time to time make withdrawals from the Cap
Account for the following purposes:
(i) to
withdraw any amount deposited in the Cap Account and not required to be
deposited therein; and
(ii) to
clear
and terminate the Cap Account upon the earlier of (A) the Cap Contract
Termination Date and (B) the termination of this Agreement pursuant to Section
10.01.
(e) [Reserved]
(f) [Reserved]
(g) [Reserved]
(h) The
Supplemental Interest Trust Trustee shall withdraw funds from the Swap Account
for distribution to the Offered Certificates and the Class C Certificates in
the
manner specified in Section 4.11 (and shall withhold from the amounts so
withdrawn the amount of any taxes that it is authorized to retain pursuant
to
the last paragraph of Section 9.11). In addition, the Supplemental
Interest Trust Trustee may from time to time make withdrawals from the Swap
Account for the following purposes:
(i) to
withdraw any amount deposited in the Swap Account and not required to be
deposited therein; and
(ii) to
clear
and terminate the Swap Account upon the earlier of (A) the Swap Agreement
Termination Date and (B) the termination of this Agreement pursuant to Section
10.01.
Section
3.11. Maintenance
of Hazard Insurance.
(a) For
each
Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers
under the related Servicing Agreements to maintain or cause to be maintained
standard fire and casualty insurance and, where applicable, flood insurance,
all
in accordance with the provisions of the related Servicing
Agreements. It is understood and agreed that such insurance shall be
with insurers meeting the eligibility requirements set forth in the applicable
Servicing Agreement and that no earthquake or other additional insurance is
to
be required of any Mortgagor or to be maintained on property acquired in respect
of a defaulted loan, other than pursuant to such applicable laws and regulations
as shall at any time be in force and as shall require such additional
insurance.
(b) Pursuant
to Sections 3.07 and 3.10, any amounts collected by the Master Servicer, or
by
any Servicer, under any insurance policies (other than amounts to be applied
to
the restoration or repair of the property subject to the related Mortgage or
released to the Mortgagor in accordance with the applicable Servicing Agreement)
shall be deposited into the Collection Account, subject to withdrawal pursuant
to Sections 3.07 and 3.10. Any cost incurred by the Master Servicer
or any Servicer in maintaining any such insurance if the Mortgagor defaults
in
its obligation to do so shall be added to the amount owing under the Mortgage
Loan where the terms of the Mortgage Loan so permit; provided, however, that
the
addition of any such cost shall not be taken into account for purposes of
calculating the distributions to be made to Certificateholders and shall be
recoverable by the Master Servicer or such Servicer pursuant to Sections 3.07
and 3.10.
Section
3.12. Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in the applicable Servicing
Agreement) cause the related Servicer to prepare and present on behalf of the
Trustee, the Certificateholders all claims under the Insurance Policies and
take
such actions (including the negotiation, settlement, compromise or enforcement
of the insured’s claim) as shall be necessary to realize recovery under such
policies. Any proceeds disbursed to the Master Servicer (or disbursed
to a Servicer and remitted to the Master Servicer) in respect of such policies,
bonds or contracts shall be promptly deposited in the Collection Account upon
receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property as a condition precedent to
the
presentation of claims on the related Mortgage Loan to the insurer under any
applicable Insurance Policy need not be so deposited (or remitted).
Section
3.13. Maintenance
of the Primary Insurance Policies.
(a) The
Master Servicer shall not take, or permit any Servicer (to the extent such
action is prohibited under the applicable Servicing Agreement) to take, any
action that would result in noncoverage under any applicable Primary Insurance
Policy of any loss which, but for the actions of such Master Servicer or
Servicer, would have been covered thereunder. The Master Servicer
shall use its best reasonable efforts to cause each Servicer (to the extent
required under the related Servicing Agreement) to keep in force and effect
(to
the extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall
not permit any Servicer (to the extent required under the related Servicing
Agreement) to, cancel or refuse to renew any such Primary Insurance Policy
that
is in effect at the date of the initial issuance of the Mortgage Note and is
required to be kept in force hereunder except in accordance with the provisions
of this Agreement and the related Servicing Agreement, as
applicable.
(b) The
Master Servicer agrees to present, or to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the
Trustee and the Certificateholders, claims to the insurer under any Primary
Insurance Policies and, in this regard, to take such reasonable action as shall
be necessary to permit recovery under any Primary Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to Sections 3.07 and 3.10, any
amounts collected by the Master Servicer or any Servicer under any Primary
Mortgage Insurance Policies shall be deposited in the Collection Account,
subject to withdrawal pursuant to Sections 3.07 and 3.10.
Section
3.14. Realization
upon Defaulted Mortgage Loans.
The
Master Servicer shall cause each Servicer (to the extent required under the
related Servicing Agreement) to foreclose upon, repossess or otherwise
comparably convert the ownership of Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments,
all
in accordance with the applicable Servicing Agreement.
Section
3.15. REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided
in the applicable Servicing Agreement, cause the applicable Servicer to sell
any
REO Property as expeditiously as possible and in accordance with the provisions
of this Agreement and the related Servicing Agreement, as
applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the applicable Servicer to protect and conserve
such
REO Property in the manner and to the extent required by the applicable
Servicing Agreement, subject to the REMIC Provisions.
(b) The
Master Servicer shall, to the extent required by the related Servicing
Agreement, cause the applicable Servicer to deposit all funds collected and
received in connection with the operation of any REO Property in the Protected
Account.
(c) The
Master Servicer and the applicable Servicer, upon the final disposition of
any
REO Property, shall be entitled to reimbursement for any related unreimbursed
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 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) The
Liquidation Proceeds from the final disposition of the REO Property, net of
any
payment to the Master Servicer and the applicable Servicer as provided above
shall be deposited in the Protected Account on or prior to the Determination
Date in the month following receipt thereof and be remitted by wire transfer
in
immediately available funds to the Master Servicer for deposit into the
Collection Account.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer shall enforce the obligation of the related Servicer to
dispose of such Mortgaged Property prior to the close of the third calendar
year
after the year in which the Trust Fund acquires such Mortgaged Property unless
the Servicer shall have applied for and received an extension of such period
from the Internal Revenue Service, in which case the Trust Fund may continue
to
hold such Mortgaged Property for the period of such
extension. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used for the production of income by or
on
behalf of the Trust Fund in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any REMIC hereunder to the imposition of any federal, state or
local income taxes on the income earned from such Mortgaged Property under
Section 860G(c) of the Code or otherwise, unless the Master Servicer
or related Servicer, as applicable, has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
In
the
event of a default on a Mortgage Loan one or more of whose obligors is not
a
United States Person, as that term is defined in Section 7701(a)(30) of the
Code, in connection with any foreclosure or acquisition of a deed-in-lieu of
foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the
Master Servicer will cause the applicable Servicer to comply with the provisions
of Treasury Regulation Section 1.1445 2(d)(3) (or any successor provision
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on
such
Mortgage Loan.
Section
3.16. Due
on
Sale Clauses; Assumption Agreements.
To
the
extent provided in the applicable Servicing Agreement, to the extent Mortgage
Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause
the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
is
assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.
Section
3.17. Trustee
to Cooperate; Release of Mortgage Files.
Upon
(i) the payment in full of any Mortgage Loan, or (ii) the receipt by
the Master Servicer of a notification that payment in full will be escrowed
in a
manner customary for such purposes or otherwise in connection with the servicing
of any Mortgage Loan, the Master Servicer shall, upon receipt of notification
from the related Servicer pursuant to the applicable Servicing Agreement, which
notification shall state that such payment in full has been deposited in the
Collection Account or has otherwise been escrowed in a manner customary for
such
purposes, instruct the Custodian to, and the Custodian shall release the related
Mortgage File to the related Servicer. Upon notification, the Trustee
shall at the Custodian’s direction execute and deliver to the Custodian the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage in each case
provided by the Custodian, together with the Mortgage Note with written evidence
of cancellation thereon. Expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
related Mortgagor.
If
the
Master Servicer or any related Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as authorized by
this Agreement or the Servicing Agreements, the Master Servicer or any related
Servicer shall deliver or cause to be delivered to the Trustee, for signature,
as appropriate, any court pleadings, requests for trustee’s sale or other
documents necessary to effectuate such foreclosure or any legal action brought
to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage
or
to obtain a deficiency judgment or to enforce any other remedies or rights
provided by the Mortgage Note or the Mortgage or otherwise available at law
or
in equity.
Subject
to this Section 3.17, the Trustee shall execute, at the written request of
the
Master Servicer, and furnish to the Master Servicer and any Servicer such
documents as are necessary or appropriate to enable the Master Servicer or
any
Servicer to carry out their servicing and administrative duties
hereunder. The Trustee shall not be liable for the actions of the
Master Servicer or any Servicers under any such documents.
Section
3.18. Documents,
Records and Funds in Possession of the Master Servicer and the Custodian to
Be
Held for the Trustee.
Notwithstanding
any other provisions of this Agreement, the Master Servicer shall forward to
the
Custodian with an instruction to, and the Custodian shall, place within the
Mortgage File and the Master Servicer shall cause each Servicer to transmit
to
the Custodian as required by this Agreement and the related Servicing Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer or related Servicer from time to time and
shall account fully to the Trustee for any funds received by the Master Servicer
or related Servicer or which otherwise are collected by the Master Servicer
or
related Servicer as Liquidation Proceeds or Insurance Proceeds in respect of
any
Mortgage Loan. All Mortgage Files and funds collected or held by, or
under the control of, the Master Servicer, the related Servicer or the Custodian
in respect of any Mortgage Loans, whether from the collection of principal
and
interest payments or from Liquidation Proceeds, including but not limited to,
any funds on deposit in the Collection Account or any Protected Account, shall
be held by the Master Servicer, the related Servicer or the Custodian for and
on
behalf of the Trustee and shall be and remain the sole and exclusive property
of
the Trust, subject to the applicable provisions of this Agreement and the
related Servicing Agreement. Each of the Master Servicer and the
Custodian also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the Collection Account, Distribution
Account or 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 setoff
against any Mortgage File or any funds collected on, or in connection with,
a
Mortgage Loan, except, however, that the Master Servicer shall be entitled
to
set off against and deduct from any such funds any amounts that are properly
due
and payable to the Master Servicer under this Agreement.
Section
3.19. Master
Servicing Compensation.
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from the Collection Account an amount equal to the Master
Servicing Compensation.
Section
3.20. Access
to Certain Documentation.
The
Master Servicer and the Custodian shall provide and the Master Servicer shall
cause each Servicer to provide in accordance with the related Servicing
Agreement to the OTS and the FDIC and to comparable regulatory authorities
supervising Holders of Mezzanine Certificates and the examiners and supervisory
agents of the OTS, the FDIC and such other authorities, and to the NIMS Insurer,
access to the documentation regarding the Mortgage Loans required by applicable
regulations of the OTS and the FDIC. Such access shall be afforded
without charge, but only upon reasonable and prior written request and during
normal business hours at the offices designated by the Master Servicer, the
Custodian and the related Servicer. Nothing in this Section shall
limit the obligation of the Master Servicer, the Custodian and the related
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of the Master Servicer, the Custodian
or the related Servicer to provide access as provided in this Section as a
result of such obligation shall not constitute a breach of this
Section. In fulfilling such requests, the Master Servicer and the
Custodian shall not be responsible to determine the sufficiency of such
information.
Section
3.21. Annual
Statement as to Compliance.
(a) The
Master Servicer and the Trust Administrator shall deliver or otherwise make
available (and the Master Servicer and Trust Administrator shall cause any
Servicing Function Participant engaged by it to deliver) to the Depositor,
the
NIMS Insurer, if any, and the Trust Administrator on or before March 10 (with
a
5 calendar day cure period but in no event later than March 15) of each year,
commencing in March 2008, an Officer’s Certificate (an “Annual Statement of
Compliance”) stating, as to the signer thereof, that (A) a review of such
party’s activities during the preceding calendar year or portion thereof and of
such party’s performance under this Agreement or such other applicable Agreement
in the case of a Servicing Function Participant, has been made under such
officer’s supervision and (B) to the best of such officer’s knowledge, based on
such review, such party has fulfilled all its obligations under this Agreement,
in all material respects throughout such year or portion thereof, 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
thereof. Promptly after receipt of each such Annual Statement of
Compliance, the Depositor shall review such Annual Statement of Compliance
and,
if applicable, consult with each such party, as applicable, as to the nature
of
any failure by such party identified therein, in the fulfillment of any of
such
party’s obligations hereunder.
(b) The
Master Servicer shall enforce any obligation of each Servicer, to the extent
set
forth in the related Servicing Agreement, to deliver to the Master Servicer
an
Annual Statement of Compliance within the time frame set forth in, and in such
form and substance as may be required pursuant to, the related Servicing
Agreement. The Master Servicer shall include all annual statements of
compliance received by it from each servicer with its own annual statement
of
compliance to be submitted to the Trust Administrator pursuant to this
Section.
(c) In
the
event the Master Servicer, the Trust Administrator or any Servicing Function
Participant engaged by any such party is terminated or resigns pursuant to
the
terms of this Agreement, or any applicable agreement in the case of a Servicing
Function Participant, as the case may be, such party shall provide an Officer’s
Certificate pursuant to this Section 3.21 or to such applicable agreement,
as
the case may be, notwithstanding any such termination, assignment or
resignation.
(d) Each
of
the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”)
shall indemnify and hold harmless the Depositor, the Master Servicer, the Trust
Administrator, the NIMS Insurer and their respective officers, directors and
Affiliates, as applicable, from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the Master Servicer’s or the Trust Administrator’s respective
obligations of such Indemnifying Party under this Section 3.21.
Section
3.22. Report
on Assessment of Compliance and Attestation.
(a)
(i) By
March 10 (with a 5 calendar day cure period but in no event later than March
15)
of each year, commencing in March 2008, the Master Servicer, the Trust
Administrator and the Custodian, each at its own expense, shall furnish or
otherwise make available, and each such party shall cause any Servicing Function
Participant engaged by it to furnish, each at its own expense, to the Trust
Administrator, the NIMS Insurer, if any, and the Depositor, a report on an
assessment of compliance with the Relevant Servicing Criteria in the form of
Exhibit Q hereto, (an “Assessment of Compliance”) that contains (A) a statement
by such party of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such party used the Servicing Criteria
to assess compliance with the Relevant Servicing Criteria, (C) such party’s
assessment of compliance with the Relevant Servicing Criteria as of and for
the
fiscal year covered by the Form 10K required to be filed pursuant to Section
3.22, including, if there has been any material instance of noncompliance with
the Relevant Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public
accounting firm has issued an attestation report on such party’s assessment of
compliance with the Relevant Servicing Criteria as of and for such
period.
(ii) No
later
than the end of each fiscal year for the Trust Fund for which a Form 10-K is
required to be filed, the Master Servicer and the Custodian shall each forward
to the Trust Administrator and the NIMS Insurer, if any, the name of each
Servicing Function Participant engaged by it and what Relevant Servicing
Criteria will be addressed in the Assessment of Compliance prepared by such
Servicing Function Participant (provided, that the Master Servicer
need not provide such information to the Trust Administrator so long as the
Master Servicer and the Trust Administrator are the same
Person). When each of the Master Servicer, the Custodian and the
Trust Administrator (or any Servicing Function Participant engaged by either
of
them) submit their Assessments of Compliance to the Trust Administrator, each
such party will also at such time include the Assessment of Compliance and
Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing
Function Participant engaged by it.
(iii) Promptly
after receipt of each Assessment of Compliance, (A) the Depositor shall review
each such report and, if applicable, consult with the Master Servicer, the
Trust
Administrator, the Custodian and any Servicing Function Participant engaged
by
any such party as to the nature of any material instance of noncompliance with
the Relevant Servicing Criteria by such party, and (B) the Trust Administrator
shall confirm that the Assessments of Compliance, taken as a whole, address
all
of the Servicing Criteria and taken individually address the Relevant Servicing
Criteria for each party as set forth on Exhibit X and on any similar exhibit
set
forth in each Servicing Agreement in respect of each Servicer and notify the
Depositor of any exceptions.
(iv) The
Master Servicer shall enforce any obligation of each Servicer, to the extent
set
forth in the related Servicing Agreement, to deliver to the Master Servicer
an
annual Assessment of Compliance within the time frame set forth in, and in
such
form and substance as may be required pursuant to, the related Servicing
Agreement. The Master Servicer shall include all Assessments of
Compliance received by it from the Servicers with its own Assessment of
Compliance to be submitted to the Trust Administrator pursuant to this
Section.
In
the
event the Master Servicer, the Trust Administrator, the Custodian or any
Servicing Function Participant engaged by any such party is terminated, assigns
its rights and obligations under, or resigns pursuant to, the terms of this
Agreement, or any other applicable agreement, as the case may be, such party
shall provide a report on assessment of compliance pursuant to this Section
3.22, or to such other applicable agreement, notwithstanding any such
termination, assignment or resignation.
(b)
(i) By
March 10 (with a 5 calendar day cure period but in no event later than
March 15) of each year, commencing in March 2008, the Master Servicer, the
Trust
Administrator and the Custodian, each at its own expense, shall cause, and
each
such party shall cause any Servicing Function Participant engaged by it to
cause, each at its own expense, a registered public accounting firm (which
may
also render other services to the Master Servicer, the Custodian, the Trust
Administrator, or such Servicing Function Participants, as the case may be)
that
is a member of the American Institute of Certified Public Accountants to furnish
an attestation report to the Trust Administrator, the NIMS Insurer, if any,
and
the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has
obtained a representation regarding certain matters from the management of
such
party, which includes an assertion that such party has complied with the
Relevant Servicing Criteria, and (B) on the basis of an examination conducted
by
such firm in accordance with standards for attestation engagements issued or
adopted by the PCAOB, it is expressing an opinion as to whether such party’s
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party’s assessment of compliance with the Relevant Servicing
Criteria. In the event that an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Such report must be available for
general use and not contain restricted use language.
(ii) Promptly
after receipt of each such Assessment of Compliance and Accountant’s Attestation
the Trust Administrator shall confirm that each assessment submitted pursuant
to
Section 3.22(a)(i) is coupled with an attestation that appears on its face
to
meet the requirements of this Section and notify the Depositor of any
exceptions.
(iii) The
Master Servicer shall enforce any obligation of each Servicer, to the extent
set
forth in the related Servicing Agreement, to deliver to the Master Servicer
an
attestation within the time frame set forth in, and in such form and substance
as may be required pursuant to, the related Servicing Agreement. The
Master Servicer shall include each such attestation furnished to it by the
Servicers with its own attestation to be submitted to the Trust Administrator
pursuant to this Section.
In
the
event the Master Servicer, the Trust Administrator, the Custodian, any Servicer
or any Servicing Function Participant engaged by any such party, is terminated,
assigns its rights and duties under, or resigns pursuant to the terms of, this
Agreement, or any applicable Custodial Agreement, Servicing Agreement or
sub-servicing agreement, as the case may be, such party shall cause a registered
public accounting firm to provide an attestation pursuant to this Section 3.22,
or such other applicable agreement, notwithstanding any such termination,
assignment or resignation.
(c)
(i) The
Master Servicer agrees to indemnify and hold harmless each of the Depositor
and
each Person, if any, who “controls” the Depositor within the meaning of the
Securities Act and 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
that such Person may sustain arising out of third party claims based on (A)
the
failure of the Master Servicer (or any Servicing Function Participant engaged
by
it) to deliver or cause to be delivered when required any Assessment of
Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i)
or 3.22(b)(i), as applicable, or (B) any material misstatement or omission
contained in any Assessment of Compliance provided pursuant to
Section 3.22(a)(i).
(ii) The
Trust
Administrator agrees to indemnify and hold harmless the Depositor and each
Person, if any, who “controls” the Depositor within the meaning of the
Securities Act and its officers, directors and affiliates from and against
any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses that such Person
may sustain arising out of third party claims based on (i) the failure of the
Trust Administrator (or any Servicing Function Participant engaged by it) to
deliver when required any Assessment of Compliance or Accountant’s Attestation
required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material
misstatement or omission contained in any Assessment of Compliance provided
pursuant to Section 3.22(a)(i).
(iii) The
Custodian agrees to indemnify and hold harmless the Depositor and each Person,
if any, who “controls” the Depositor within the meaning of the Securities Act
and their respective officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses that such Person
may sustain arising out of third party claims based on (i) the failure of the
Custodian (or any Servicing Function Participant engaged by it) to deliver
or
cause to be delivered when required any Assessment of Compliance or Accountant’s
Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any
material misstatement or omission contained in any Assessment of Compliance
provided pursuant to Section 3.22(a)(i).
(d) Each
of
the parties hereto acknowledges and agrees that the purpose of this Section
3.22
is to facilitate compliance by the Transferor and the Depositor with the
provisions of Regulation AB, as such may be amended or clarified from time
to
time. Therefore, each of the parties agrees that 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
and the parties shall comply, to the extent practicable from a timing and
information systems perspective (and to the extent the requesting party will
pay
any increased cost of the Trustee resulting from such request provided that
such
request results in extraordinary expenses), with requests made by the Transferor
or the Depositor for delivery of additional or different information as the
Transferor or the Depositor may determine in good faith is necessary to comply
with the provisions of Regulation AB.
Section
3.23. Errors
and Omissions Insurance; Fidelity Bonds.
The
Master Servicer, at its expense, shall maintain in effect a Master
Servicer Fidelity Bond and a Maser Servicer 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 Master Servicer Errors and Omissions
Insurance Policy and the Master Servicer Fidelity bond shall be such form and
amount that would be consistent with coverage customarily maintained by master
servicers of mortgage loans similar to the Mortgage Loans and the Master
Servicer shall provide the Trustee, the Trust Administrator and any NIMS Insurer
upon request, with a copy of such policy and fidelity bond. The
Master Servicer shall (i) require each Servicer to maintain and Errors and
Omissions Insurance Policy and the Servicer Fidelity Bond in accordance with
the
provisions of the related Servicing Agreement, (ii) cause each Servicer to
provide to the Master Servicer certificates evidencing that such policy and
bond
is in effect and to furnish to the Master Servicer any notice of cancellation,
non-renewal or modification of the policy or bond received by it, as and to
the
extent provided in the Servicing Agreement, and (iii) furnish copies of
such policies and of the certificates and notices referred to in clause (ii)
to
the Trustee and the Trust Administrator upon request.
Section
3.24. Authorization
to Enter into Cap Contract and Swap Agreement.
The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Supplemental Interest Trust Trustee, is hereby directed to exercise
the rights, perform the obligations, and make any representations to be
exercised, performed, or made by the Supplemental Interest Trust Trustee, as
described herein. The Supplemental Interest Trust Trustee is hereby
directed to execute and deliver the Swap Agreement on behalf of Party B (as
defined therein) and to exercise the rights, perform the obligations, and make
the representations of Party B thereunder, solely in its capacity as
Supplemental Interest Trust Trustee on behalf of Party B (as defined therein)
and not in its individual capacity.
The
Transferor, the Depositor and the Certificateholders (by acceptance of their
Certificates) acknowledge and agree that:
(i)
the
Supplemental Interest Trust Trustee shall execute and deliver the Swap Agreement
on behalf of Party B (as defined therein), and
(ii)
the
Supplemental Interest Trust Trustee shall exercise the rights, perform the
obligations, and make the representations of Party B thereunder, solely in
its
capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
therein) and not in its individual capacity.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Trust shall apply to the Trust
Administrator’s execution (as Supplemental Interest Trust Trustee) of
the Swap Agreement, and the performance of its duties and satisfaction of its
obligations thereunder.
The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Supplemental Interest Trust Trustee, is hereby directed to exercise
the rights, perform the obligations, and make any representations to be
exercised, performed, or made by the Supplemental Interest Trust Trustee, as
described herein. The Supplemental Interest Trust Trustee is hereby
directed to execute and deliver the Cap Contract on behalf of Party B (as
defined therein) and to exercise the rights, perform the obligations, and make
the representations of Party B thereunder, solely in its capacity as
Supplemental Interest Trust Trustee on behalf of Party B (as defined therein)
and not in its individual capacity.
The
Transferor, the Depositor and the Certificateholders (by acceptance of their
Certificates) acknowledge and agree that:
(i)
the
Supplemental Interest Trust Trustee shall execute and deliver the Cap Contract
on behalf of Party B (as defined therein), and
(ii)
the
Supplemental Interest Trust Trustee shall exercise the rights, perform the
obligations, and make the representations of Party B thereunder, solely in
its
capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
therein) and not in its individual capacity.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Trust Administrator shall apply to the Trust
Administrator’s execution (as Supplemental Interest Trust Trustee) of
the Cap Contract and the performance of its duties and satisfaction of its
obligations thereunder.
Section
3.25. Cap
Contract.
The
Cap
Contract will not be an asset of the Trust Fund or of any REMIC. The
Supplemental Interest Trust Trustee shall cause to be deposited any amounts
received from time to time with respect to the Cap Contract into the Cap
Account.
The
Supplemental Interest Trust Trustee shall prepare and deliver any notices
required to be delivered under the Cap Contract.
The
Supplemental Interest Trust Trustee shall terminate the Cap Contract upon the
occurrence of certain events of default or termination events to the extent
specified in or pursuant to the Confirmation. Upon any such
termination, the Cap Provider will be obligated to pay the Supplemental Interest
Trust Trustee an amount in respect of such termination. Any amounts
received by the Supplemental Interest Trust Trustee in respect of such
termination shall be deposited and held in the Cap Account to pay the amounts
specified in Section 4.07(a) hereof to the Classes of Certificates specified
in
Section 4.07(a) hereof on the Distribution Dates following such termination
to
and including the Cap Contract Termination Date. On the Cap Contract
Termination Date, after all other distributions to be made on such date have
been made pursuant to the terms of this Agreement, if any such amounts received
by the Supplemental Interest Trust Trustee with respect thereto in respect
of
such termination remain in the Cap Account, such amounts shall be distributed
by
the Supplemental Interest Trust Trustee to the Class C
Certificates.
Section
3.26. Swap
Agreement.
The
Swap
Agreement will not be an asset of the Trust Fund nor of any
REMIC. The Supplemental Interest Trust Trustee shall cause to be
deposited any amounts received from time to time with respect to the Swap
Agreement into the Swap Account.
The
Supplemental Interest Trust Trustee shall prepare and deliver any notices
required to be delivered under the Swap Agreement.
The
Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon
the
occurrence of certain events of default or termination events to the extent
specified in or pursuant to the Confirmation. Upon any such
termination, the Swap Provider will be obligated to pay the Supplemental
Interest Trust Trustee an amount in respect of such termination. Any
amounts received by the Supplemental Interest Trust Trustee in respect of such
termination shall be deposited and held in the Swap Account to pay the amounts
specified in Section 4.11 hereof to the Classes of Certificates specified in
Section 4.11 hereof on the Distribution Dates following such termination to
and
including the Swap Agreement Termination Date. On the Swap Agreement
Termination Date, after all other distributions to be made on such date have
been made pursuant to the terms of this Agreement, if any such amounts received
by the Supplemental Interest Trust Trustee with respect thereto in respect
of
such termination remain in the Swap Account, such amounts shall be distributed
by the Supplemental Interest Trust Trustee to the Class C
Certificates.
Section
3.27. Rights
and Obligations Under the Swap Agreement and the Cap Contract.
In
the
event that the Swap Provider fails to perform any of its obligations under
the
Swap Agreement (including, without limitation, its obligation to make any
payment or transfer collateral), or breaches any of its representations and
warranties thereunder, or in the event that any Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee) shall, promptly following
actual notice of such failure, breach or event, notify the Depositor and send
any notices and make any demands, on behalf of the Supplemental Interest Trust,
required to enforce the rights of the Supplemental Interest Trust under the
Swap
Agreement.
In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
third party the “Guarantor”), then to the extent that the Swap Provider fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Swap Agreement, the Trust Administrator (in
its
capacity as Supplemental Interest Trust Trustee) shall, promptly following
actual knowledge of the Swap Provider’s failure to pay, demand that the
Guarantor make any and all payments then required to be made by the Guarantor
pursuant to such Guaranty; provided, that the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee) shall in no event be liable
for
any failure or delay in the performance by the Swap Provider or any Guarantor
of
its obligations hereunder or pursuant to the Swap Agreement and the Guaranty,
nor for any special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits) in connection
therewith.
Upon
the
occurrence or designation of an Early Termination Date (as defined in the Swap
Agreement) other than in connection with the optional termination of the trust,
the Trust Administrator, at the direction of the Depositor, will use reasonable
efforts to appoint a successor swap provider to enter into a new interest rate
swap agreement on terms substantially similar to the Swap Agreement, with a
successor swap provider meeting all applicable eligibility
requirements. If the Trust Administrator receives a Swap Termination
Payment from the Swap Provider in connection with such early termination, the
Trust Administrator will apply such Swap Termination Payment to any upfront
payment required to appoint the successor swap provider. If the Trust
Administrator is required to pay a Swap Termination Payment to the Swap Provider
in connection with such early termination, the Trust Administrator will apply
any upfront payment received from the successor swap provider to pay such Swap
Termination Payment.
If
the
Trust Administrator is unable to appoint a successor swap provider within 30
days of the early termination, then the Trust Administrator will deposit any
Swap Termination Payment received from the original Swap Provider into a
separate, non-interest bearing reserve account and will, on each subsequent
Distribution Date, withdraw from the amount then remaining on deposit in such
reserve account an amount equal to the Net Swap Payment, if any, that would
have
been paid to the Trust Administrator by the original Swap Provider calculated
in
accordance with the terms of the original Swap Agreement, and distribute such
amount in accordance with the terms of this Agreement.
Upon
an
early termination of the Swap Agreement in connection with the optional
termination of the Trust, if the Trust Administrator receives a termination
payment from the Swap Provider, such termination payment will be distributed
in
accordance with Section 4.11.
In
the
event that the Cap Provider fails to perform any of its obligations under the
Cap Contract (including, without limitation, its obligation to make any payment
or transfer collateral), or breaches any of its representations and warranties
thereunder, or in the event that any Event of Default, Termination Event, or
Additional Termination Event (each as defined in the Interest Rate Swap
Agreement) occurs with respect to the Cap Contract, the Trust Administrator
(in
its capacity as Supplemental Interest Trust Trustee) shall, promptly following
actual notice of such failure, breach or event, notify the Depositor and send
any notices and make any demands, on behalf of the Supplemental Interest Trust,
required to enforce the rights of the Supplemental Interest Trust under the
Cap
Contract.
In
the
event that the Cap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Cap Contract (such guaranty the “Guaranty” and such
third party the “Guarantor”), then to the extent that the Cap Provider fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Cap Contract, the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee) shall, promptly following
actual knowledge of the Cap Provider’s failure to pay, demand that the Guarantor
make any and all payments then required to be made by the Guarantor pursuant
to
such Guaranty; provided, that the Trust Administrator (in its capacity as
Supplemental Interest Trust Trustee) shall in no event be liable for any failure
or delay in the performance by the Cap Provider or any Guarantor of its
obligations hereunder or pursuant to the Cap Contract and the Guaranty, nor
for
any special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) in connection
therewith.
Upon
the
occurrence or designation of an Early Termination Date (as defined in the Cap
Contract) other than in connection with the optional termination of
the trust, the Trust Administrator, at the direction of the Depositor, will
use
reasonable efforts to appoint a successor cap provider to enter into a new
cap
contract on terms substantially similar to the Cap Contract, with a successor
cap provider meeting all applicable eligibility requirements. The
Trust Administrator will apply any cap contract termination payment received
from the original Cap Provider in connection with such early termination to
the
upfront payment required to appoint the cap provider.
If
the
Trust Administrator is unable to appoint a cap provider within 30 days of the
early termination, then the Trust Administrator will deposit any cap contract
termination payment received from the original Cap Provider into a separate,
non-interest bearing reserve account and will, on each subsequent Distribution
Date, withdraw from the amount then remaining on deposit in such reserve account
an amount equal to the payment, if any, that would have been paid to the Trust
Administrator by the original Cap Provider calculated in accordance with the
terms of the original Cap Contract, and distribute such amount in accordance
with the terms of this Agreement.
Upon
an
early termination of the Cap Contract in connection with the optional
termination of the Trust, if the Trust Administrator receives a termination
payment from the Cap Provider, such termination payment will be distributed
in
accordance with Section 4.07.
Section
3.28. Tax
Treatment of Swap Payments and Swap Termination Payments.
For
federal income tax purposes, each holder of a Class A Certificate or Mezzanine
Certificate is deemed to own an undivided beneficial ownership interest in
a
REMIC regular interest and the right to receive payments from either the Net
Rate Carryover Reserve Account or the Supplemental Interest Trust in respect
of
any Net Rate Carryover or the obligation to make payments to the Supplemental
Interest Trust. For federal income tax purposes, the Trust
Administrator will account for payments to each Class A Certificate or Mezzanine
Certificate as follows: each Class A Certificate or Mezzanine Certificate will
be treated as receiving their entire payment from REMIC III (regardless of
any
Swap Termination Payment or obligation under the Swap Agreement) and
subsequently paying their portion of any Swap Termination Payment in respect
of
each such Class’s obligation under the Swap Agreement. In the event
that any such Class is resecuritized in a REMIC, the obligation under the Swap
Agreement to pay any such Swap Termination Payment (or any shortfall in Net
Swap
Payment), will be made by one or more of the REMIC Regular Interests issued
by
the resecuritization REMIC subsequent to such REMIC Regular Interest receiving
its full payment from any such Offered Certificate.
The
REMIC
Regular Interest corresponding to a Class A Certificate or Mezzanine Certificate
will be entitled to receive interest and principal payments at the times and
in
the amounts equal to those made on the certificate to which it corresponds,
except that (i) the maximum interest rate of that REMIC regular interest will
equal the Net Rate Cap computed for this purpose by limiting the Swap Notional
Amount of the Swap Agreement to the aggregate Stated Principal Balance of the
Mortgage Loans and (ii) any Swap Termination Payment will be treated as being
payable solely from amounts otherwise payable to the Class C
Certificates. As a result of the foregoing, the amount of
distributions and taxable income on the REMIC Regular Interest corresponding
to
a Class A Certificate or Mezzanine Certificate may exceed the actual amount
of
distributions on the Class A Certificates or Mezzanine
Certificates.
Section
3.29. Credit
Risk Management Services and Reports; Reliability of Data.
(a) The
Depositor hereby appoints Xxxxx Fargo Bank, N.A. as Credit Risk Manager. The
Credit Risk Manager shall perform certain services related to servicer review
and oversight, monitoring and reporting of various Mortgage Loans and each
Servicer’s performance, preparation of Mortgage Loan and REO Property payment,
delinquency and loss information, reconciliation of Prepayment Charge
collections by such Servicer and monitoring information related to insurance
claims and foreclosures. No later than the end of each calendar
month, the Credit Risk Manager shall prepare and make available certain reports
containing various performance, payment, delinquency and loss information and
information related to insurance claims and foreclosures. Such reports shall
be
made available through the facilities of Xxxxx Fargo’s corporate trust services
website, currently located at xxx.XXXXxxx.xxx, and shall be in a format
and contain such content as is mutually agreed upon by the Depositor, the NIMS
Insurer and the Credit Risk Manager. None of the Trustee, the Trust
Administrator or the Master Servicer shall have any obligation to review such
reports or otherwise monitor or supervise the activities of the Credit Risk
Manager.
(b) Each
of
the Depositor, the Servicers, the Trustee, the Trust Administrator, the Master
Servicer and the Custodian acknowledge and agree that the reports that are
compiled and prepared by the Credit Risk Manager are based on information
provided to the Credit Risk Manager by the Servicers, the Master Servicer and
from various unaffiliated third parties, including other Persons involved in
the
servicing and administration of the related Mortgage Loans or related REO
Properties. The Credit Risk Manager makes no representation or warranty as
to
the accuracy or completeness of any such information or data, and the Credit
Risk Manager shall not be responsible for any misstatements, omissions, errors,
or inaccuracies in any such reports or information resulting from any
misstatements, omissions, errors, or inaccuracies in any information or data
provided by third parties.
Section
3.30. Limitation
Upon Liability of Credit Risk Manager.
Neither
the Credit Risk Manager nor any of the directors, officers, employees, or agents
of the Credit Risk Manager shall be under any liability to the Servicers, the
Master Servicer, the Trust Administrator, the Trustee, the Certificateholders
or
the Depositor for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement in reliance upon information
provided by the Servicers or the Master Servicer or for errors in judgment;
provided, however, that this provision shall not protect the Credit Risk Manager
against any breach of representation or warranty made herein, failure to perform
its obligations hereunder, or any liability which would otherwise be imposed
by
reason of willful misfeasance, bad faith, or negligence of the Credit Risk
Manager in the performance of its duties hereunder or by reason of a breach
of
its obligations and duties hereunder. The Credit Risk Manager and any director,
officer, employee or agent of the Credit Risk Manager may rely in good faith
on
any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. Subject to the terms of this
Agreement, the Credit Risk Manager shall be under no obligation to appear in,
prosecute, or defend any legal action which, in its opinion, may involve it
in
any expense or liability; provided, however, that the Credit Risk Manager may
with the consent of the Depositor, the Trustee, the Trust Administrator, the
Master Servicer, the Custodian, and the Servicers, and at the expense
of the respective consenting party, undertake any such action as it may deem
necessary or desirable in respect to this Agreement and the rights, duties,
and
the interests of the parties hereto.
Section
3.31. Resignation
or Removal of Credit Risk Manager.
The
Credit Risk Manager may resign upon ninety (90) days’ prior written notice to
the Trustee, the NIMS Insurer, if any, and the Depositor. If the
Credit Risk Manager is no longer able to perform its duties hereunder, the
Credit Risk Manager may be terminated by the Depositor at the direction of
the
NIMS Insurer or Certificateholders evidencing not less than 66 2/3% of the
Voting Rights with the prior written consent of the NIMS Insurer, if
any. The Depositor may, at its option, cause the appointment of a
successor Credit Risk Manager which Credit Risk Manager shall be acceptable
to
the NIMS Insurer. Upon any termination of the Credit Risk Manager or
the appointment of a successor Credit Risk Manager with the prior written
consent of the NIMS Insurer, if any, the Depositor shall give written notice
thereof to the related Servicer, the Master Servicer, the Trust Administrator,
the Trustee, each Rating Agency, the NIMS Insurer, if any, and the Credit Risk
Manager. Notwithstanding the foregoing, the termination of the Credit
Risk Manager pursuant to this Section 3.31 shall not become effective until
the
appointment of a successor Credit Risk Manager acceptable to the NIMS
Insurer.
ARTICLE
IV
DISTRIBUTIONS
AND SERVICING ADVANCES
Section
4.01. Advances.
The
Master Servicer shall deposit in the Distribution Account not later than the
Distribution Account Deposit Date immediately preceding the related Distribution
Date an Advance in an amount equal to the difference between (x) with
respect to each Scheduled Payment due on a Mortgage Loan that is delinquent
(other than as a result of a Relief Act Reduction) and for which the related
Servicer was required to make an Advance pursuant to the related Servicing
Agreement, the amount of such Advance, and (y) amounts deposited in the
Collection Account to be used for any Advance with respect to such Mortgage
Loan, except to the extent the Master Servicer determines any such Advance
to be
a Nonrecoverable Advance. Subject to the foregoing, the Master
Servicer shall continue to make such Advances for so long as the related
Servicer is required to do so under the related Servicing
Agreement. If applicable, on the Distribution Account Deposit Date,
the Master Servicer shall deliver an Officer’s Certificate to the Trust
Administrator and the NIMS Insurer stating that the Master Servicer elects
not
to make an Advance in a stated amount and detailing the reason(s) it deems
the
Advance to be a Nonrecoverable Advance. Any amounts deposited by the
Master Servicer pursuant to this Section 4.01 shall be net of the Servicing
Fee for the related Mortgage Loans.
Section
4.02. Priorities
of Distributions on the Certificates.
(a) On
each
Distribution Date, the Trust Administrator shall withdraw the Available Funds,
(to the extent on deposit in the Distribution Account) from the Distribution
Account and, pursuant to written instruction received from the Master Servicer
as set forth in Section 4.04(a), upon which it may conclusively rely, apply
such
funds, to distributions on the Certificates in the following order and priority
and, in each case, to the extent of such Available Funds:
(I) first,
the Trust Administrator shall distribute an amount up to the Interest Remittance
Amount for such Distribution Date in the following order and
priority:
(1) first,
for deposit into the Swap Account, an amount equal to the Net Swap Payment
owed
to the Swap Provider pursuant to the Swap Agreement for such Distribution
Date;
(2) second,
for deposit into the Swap Account, an amount equal to any Swap Termination
Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
Event pursuant to the Swap Agreement;
(3) third,
to
each class of Senior Certificates, pro rata, up to the Current Interest
and the Interest Carry Forward Amount for each such Class and such Distribution
Date; and
(4) fourth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, up to the Current Interest
for each such Class and such Distribution Date.
(II) second,
following distributions pursuant to Section 4.02(a)(I), the Trust Administrator
shall distribute an amount up to the Principal Distribution Amount for such
Distribution Date in the following order and priority:
(A) on
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect in the following order of priority, in an amount up to the
Principal Distribution Amount:
(1) first,
for deposit into the Swap Account, an amount equal to the Net Swap Payment
owed
to the Swap Provider pursuant to the Swap Agreement for such Distribution Date
taking into account deposits into the Swap Account from the Interest Remittance
Amount;
(2) second,
for deposit into the Swap Account, an amount equal to any Swap Termination
Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
Event pursuant to the Swap Agreement after taking into account deposits into
the
Swap Account from the Interest Remittance Amount;
(3) third,
concurrently, to the Class AB Certificates (allocated among the Class AB
Certificates as set forth below) and the Class AC Certificates (allocated among
the Class AC Certificates as set forth below), pro rata based on aggregate
Class
Principal Balances, until their respective Class Principal Balances are reduced
to zero; and
(4) fourth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, until their respective
Class Principal Balances are reduced to zero; and
(B) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, in the following order of priority, in an amount up
to
the Principal Distribution Amount:
(1) first,
for deposit into the Swap Account, an amount equal to the Net Swap Payment
owed
to the Swap Provider pursuant to the Swap Agreement for such Distribution Date
taking into account deposits into the Swap Account from the Interest Remittance
Amount;
(2) second,
for deposit into the Swap Account, an amount equal to any Swap Termination
Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
Event pursuant to the Swap Agreement after taking into account deposits into
the
Swap Account from the Interest Remittance Amount;
(3) third,
concurrently, to the Class AB Certificates (allocated among the Class AB
Certificates as set forth below) and the Class AC Certificates (allocated among
the Class AC Certificates as set forth below), pro rata based on aggregate
Class
Principal Balances, in an amount up to the Senior Principal Distribution Amount,
until their respective Class Principal Balances are reduced to zero;
and
(4) fourth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, in an amount up to the
related Mezzanine Principal Distribution Amount, until their respective Class
Principal Balances are reduced to zero.
All
principal distributions on the Class AB Certificates will be allocated,
sequentially, to the Class A-1 and Class A-2 Certificates, in that order, until
their respective Class Principal Balances are reduced to zero. All
principal distributions on the Class AC Certificates will be allocated,
sequentially, to the Class A-3 and Class A-4 Certificates, in that order, until
their respective Class Principal Balances are reduced to zero.
(III) third,
following distributions pursuant to Sections 4.02(a)(I) and 4.02(a)(II), the
Trust Administrator shall distribute the Net Monthly Excess Cashflow, if any,
in
the following order and priority:
(1) first,
to
the Class or Classes of Certificates then entitled to receive distributions
of
principal pursuant to Section 4.02(a)(II)(A) or 4.02(a)(II)(B) above, in an
amount up to any Overcollateralization Maintenance Amount (as included in the
Principal Distribution Amount) for such Distribution Date, in the order of
priority set forth in Section 4.02(a)(II)(A) or 4.02(a)(II)(B) above, as
applicable;
(2) second,
to the Class AC Certificates, pro rata based on the amount of Unpaid Realized
Loss Amount with respect to each such Class of Certificates, in an amount up
to
the Unpaid Realized Loss Amount for each such Class of
Certificates;
(3) third,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, in each case, first,
up to the Interest Carry Forward Amount for each such Class
and such Distribution Date, and second, up to the Unpaid Realized Loss
Amount for each such Class of Certificates;
(4) fourth,
concurrently, to the Senior Certificates, pro rata based on the amount of Net
Rate Carryover with respect to each such Class of Certificates, up to the amount
of Net Rate Carryover for each such Class of Certificates;
(5) fifth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, up to the amount of Net
Rate Carryover for each such Class of Certificates;
(6) sixth,
to
the Swap Provider, any Swap Termination Payment owed to the Swap Provider
resulting from a Swap Provider Trigger Event pursuant to the Swap
Agreement;
(7) seventh,
to the Class C Certificates, provided that if such Distribution Date
follows the Prepayment Period during which occurs the latest date on which
a
prepayment charge may be required to be paid in respect of any Mortgage Loans
or
if such Distribution Date is the final Distribution Date, the Trust
Administrator shall first pay $100 to the Holders of the Class P Certificates,
until its Class Principal Balance is reduced to zero; and
(8) eighth,
any remaining amounts to the Class R-X Certificates to the extent attributable
to the Class C or Class P Certificates, and to the Class R Certificates to
the
extent attributable to any other REMIC created hereby;
provided
that any distributions pursuant to clauses (1) through (8) of Section
4.02(a)(III) above will be made prior to any distributions from the Cap Account
and the Swap Account.
(b) Application
of Class P Prepayment Charges. On each Distribution Date prior
to the date on which the Class Principal Balance of the Class P Certificates
has
been reduced to zero, the Trust Administrator shall withdraw from the
Distribution Account and distribute to the Class P Certificates any Class P
Prepayment Charges related to the Mortgage Loans.
(c) Application
of Applied Realized Loss Amounts. On each Distribution Date, the
Trust Administrator shall allocate any Applied Realized Loss Amount,
first, to reduce the Class Principal Balances of the Class
M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1
Certificates, sequentially, in that order, in each case until their respective
Class Principal Balances are reduced to zero, and second, to reduce the
Class Principal Balances of the Class AC Certificates, pro rata, until their
respective Class Principal Balances are reduced to zero.
All
Realized Losses on the Mortgage Loans shall be deemed to have been allocated
in
the specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC II Regular Interest LTAA and REMIC II Regular Interest
LTZZ
up to an aggregate amount equal to the REMIC II Interest Loss Allocation Amount,
98% and 2%, respectively; second, to the Uncertificated Principal
Balances of REMIC II Regular Interest LTAA and REMIC II Regular Interest LTZZ
up
to an aggregate amount equal to the REMIC II Principal Loss Allocation Amount,
98% and 2%, respectively; third, to the Uncertificated Principal Balances
of REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM7 and REMIC
II
Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC II Regular Interest LTM7 has been reduced to zero;
fourth, to the Uncertificated Principal Balances of REMIC II Regular
Interest LTAA, REMIC II Regular Interest LTM6 and REMIC II Regular Interest
LTZZ, 98%, 1% and 1%, respectively until the Uncertificated Principal Balance
of
REMIC II Regular Interest LTM6 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC II Regular Interest LTAA, REMIC
II
Regular Interest LTM5 and REMIC I Regular Interest LTZZ, 98%, 1% and 1%,
respectively until the Uncertificated Principal Balance of REMIC II Regular
Interest LTM5 has been reduced to zero; sixth, to the Uncertificated
Principal Balances of REMIC II Regular Interest LTAA, REMIC II Regular Interest
LTM4 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest LTM4 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of
REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM3 and REMIC II
Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC II Regular Interest LTM3 has been reduced to zero;
eighth, to the Uncertificated Principal Balances of REMIC II Regular
Interest LTAA, REMIC II Regular Interest LTM2 and REMIC II Regular Interest
LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of REMIC II Regular Interest LTM2 has been reduced to zero; and ninth, to
the Uncertificated Principal Balances of REMIC II Regular Interest LTAA, REMIC
II Regular Interest LTM1 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LTM1 has been reduced to zero.
(d) Application
of Subsequent Recoveries. On each Distribution Date, the Trust
Administrator shall allocate the amount of the Subsequent Recoveries, if any,
to
increase the Class Principal Balance of the Classes of Certificates to which
Applied Realized Loss Amounts have been previously allocated, first, to
the Class AC Certificates, pro rata, by not more than the amount of the Unpaid
Realized Loss Amount for such Classes, and second, sequentially, to the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class
M-7
Certificates, in that order, in each case by not more than the amount of the
Unpaid Realized Loss Amount of each such Class.
Holders
of Certificates to which any Subsequent Recoveries have been allocated shall
not
be entitled to any payment in respect of Current Interest on the amount of
such
increases for any Accrual Period preceding the Distribution Date on which such
increase occurs.
Section
4.03. REMIC
Designations and REMIC Allocations.
(a) The
Trust
Administrator shall elect that each of REMIC I, REMIC II, REMIC III, REMIC
IV,
REMIC V and REMIC VI 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 REMIC I Regular Interests
shall constitute the assets of REMIC II. The REMIC II Regular Interests shall
constitute the assets of REMIC III. The Class C Interest shall constitute the
assets of REMIC IV. The Class P Interest shall constitute the assets of REMIC
V.
The Class IO Interest shall constitute the assets of REMIC VI.
(b) On
each
Distribution Date, the following amounts, in the following order of priority
and
in accordance with the Remittance Reports, shall be distributed by REMIC I
to
REMIC II on account of the REMIC I Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class R-2 Interest,
as the case may be:
(i) to
Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
I-1-A
through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued
Interest for such REMIC I Regular Interests for such Distribution Date, plus
(B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates;
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
above, payments of principal shall be allocated to REMIC I Regular Interest
I,
then to REMIC I Regular Interests I-1-A through I-60-B starting with the lowest
numerical denomination until the Uncertificated Principal Balance of each such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro rata between such REMIC I Regular Interests; and
(iii) to
the
Holders of REMIC I Regular Interest I-60-B, (A) on each Distribution Date,
100%
of the amount paid in respect of Prepayment Charges and (B) on the Distribution
Date in March 2012, until $100 has been distributed pursuant to this
clause.
(c) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
Interests or withdrawn from the Distribution Account and distributed to the
Holders of the Class R-2 Interest, as the case may be:
(i) first,
to
the Holder of REMIC II Regular Interest LTIO in an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC II Regular Interest for
such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates and then to the Holders of REMIC II Regular Interest
LTAA, REMIC II Regular Interest
LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC
II
Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest
LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC
II
Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest
LTM7 and REMIC II Regular Interest LTZZ, pro rata, in an amount equal to
(A) the Uncertificated Accrued Interest for each such REMIC II Regular Interest
for such Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates. Amounts payable as Uncertificated
Accrued Interest in respect of REMIC II Regular Interest LTZZ shall be reduced
and deferred when the REMIC II Overcollateralization Amount is less than the
REMIC II Target Overcollateralized Amount, by the lesser of (x) the amount
of
such difference and (y) the Maximum LTZZ Uncertificated Accrued Interest
Deferral Amount and such amount will be payable to the Holders of REMIC II
Regular Interest LTAA, REMIC II
Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest
LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC
II
Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6 and REMIC
II Regular Interest LTM7 in the same proportion as the
Overcollateralization Deficiency Amount is allocated to the Corresponding
Certificates and the Uncertificated Principal Balance of REMIC II Regular
Interest LTZZ shall be increased by such amount;
(ii) second,
to the Holders of REMIC II Regular Interests, in an amount equal to the
remainder of the Available Funds for such Distribution Date after the
distributions made pursuant to clause (i) above, allocated as
follows:
(A) 98.00%
of
such remainder (other than amounts payable under clause (C) below) to the
Holders of REMIC II Regular Interest LTAA and REMIC II Regular Interest LTP,
until the Uncertificated Principal Balance of such REMIC II Regular Interest
is
reduced to zero, provided, however, that the Uncertificated Principal Balance
of
REMIC II Regular Interest LTP shall not be reduced until the Distribution Date
in March 2012 or any Distribution Date thereafter, at which point such amount
shall be distributed to REMIC II Regular Interest LTP, until $100 has been
distributed pursuant to this clause;
(B) 2.00%
of
such remainder, first, to the Holders REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA1,
REMIC
II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular
Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6 and REMIC II Regular Interest
LTM7, 1% in the same proportion as principal payments are allocated to
the Corresponding Certificates, until the Uncertificated Principal Balances
of
such REMIC II Regular Interests are reduced to zero and second, to the Holders
of REMIC II Regular Interest LTZZ (other than amounts payable under the proviso
below), until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-2 Interest).
provided,
however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated
to
Holders of (i) REMIC II Regular Interest LTAA and REMIC II Regular Interest
LTP,
in that order and (ii) REMIC II Regular Interest LTZZ, respectively; provided
that REMIC II Regular Interest LTP shall not be reduced until the Distribution
Date in March 2012, at which point such amount shall be distributed to REMIC
II
Regular Interest LTP, until $100 has been distributed pursuant to this
clause.
(iii) all
amounts paid to the Class C Certificates shall be deemed to be distributed
to
the Class C Interest;
(iv) all
amounts paid to the Class P Certificates shall be deemed to be distributed
to
the Class P Interest; and
(v) all
amounts paid to REMIC VI Regular Interest IO shall be deemed to be distributed
to the Class IO Interest.
Section
4.04. Distribution
Date Statements to Certificateholders.
(a) Not
later
than two Business Days prior to each Distribution Date, the Master Servicer
shall prepare and make available to the Trust Administrator and not later than
each Distribution Date, the Trust Administrator shall make available to each
Certificateholder, the Depositor, the Rating Agencies, the NIMS Insurer, the
Credit Risk Manager, the Trustee and any other interested parties a statement
based in part on information provided by each Servicer setting forth the
following information with respect to the related distribution (in the case
of
information furnished pursuant to (i) and (ii) below, the amounts shall be
expressed as a dollar amount per one thousand:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
the
Certificates of each Class allocable to principal;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
the
Certificates of each Class allocable to interest and how such distributions
are
calculated;
(iii) the
aggregate Servicing Fee (and any other compensation payable to the Servicer)
paid during the related Due Period;
(iv) [reserved];
(v) the
aggregate amount of any Class P Prepayment Charges collected on the Mortgage
Loans identified on Schedule V hereto;
(vi) the
aggregate Principal Balance of the Mortgage Loans and any REO Properties as
of
the close of business on such Distribution Date;
(vii) [reserved];
(viii) the
number, aggregate Principal Balance, weighted average remaining term to maturity
and weighted average Mortgage Rate of the Mortgage Loans as of the related
Due
Date;
(ix) the
number and aggregate unpaid Principal Balance of Mortgage Loans (calculated
in
accordance with the MBA method) (a) delinquent 30 to 59 days (b) delinquent
60
to 89 days, (c) delinquent 90 or more days, in each case, as of the last day
of
the preceding calendar month (after taking into account any prepayments in
full
received prior to the end of the Prepayment Period), (d) as to which foreclosure
proceedings have been commenced and (e) with respect to which the related
Mortgagor has filed for protection under applicable bankruptcy laws, with
respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force;
(x) the
book
value of any REO Property as of the close of business on the last business
day
of the calendar month preceding the Distribution Date, and, cumulatively, the
total number and cumulative principal balance of all REO Properties as of the
close of business on the last day of the preceding Prepayment
Period;
(xi) the
amount of Advances included in the distribution on such Distribution Date and
the aggregate amount of Advances outstanding as of the close of business on
such
Distribution Date;
(xii) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
(xiii) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period, the aggregate amount of Realized Losses incurred since the Closing
Date
and the aggregate amount of Subsequent Recoveries received during the related
Prepayment Period and the cumulative amount of Subsequent Recoveries received
since the Closing Date;
(xiv) the
aggregate Class Principal Balance of each Class of Certificates, after giving
effect to the distributions, and allocations of Realized Losses, made on such
Distribution Date, separately identifying any reduction thereof due to
allocations of Realized Losses;
(xv) the
Certificate Factor for each such Class of Certificates applicable to such
Distribution Date;
(xvi) the
Current Interest in respect of the Senior Certificates, the Mezzanine
Certificates and the Class C Certificates for such Distribution Date and
the Interest Carry Forward Amounts, if any, with respect to the Senior
Certificates and the Mezzanine Certificates on such Distribution Date,
separately identifying any reduction thereof due to allocations of Realized
Losses, Prepayment Interest Shortfalls and Relief Act Reductions;
(xvii) any
Prepayment Interest Shortfalls included in such distribution and the aggregate
amount of any Prepayment Interest Shortfall for such Distribution Date, to
the
extent not covered by payments by the Servicer pursuant to Section
3.24;
(xviii) the
aggregate amount of Relief Act Reductions for such Distribution
Date;
(xix) the
Overcollateralization Target Amount and Overcollateralization Amount for such
Distribution Date;
(xx) the
respective Pass-Through Rates applicable to the Senior Certificates, the
Mezzanine Certificates and the Class C Certificates for such Distribution
Date and the Pass-Through Rate applicable to the Senior Certificates and the
Mezzanine Certificates for the immediately succeeding Distribution
Date;
(xxi) the
Net
WAC, the Net Maximum WAC, the Net Rate Cap and the Adjusted Net Rate Cap for
that Distribution Date;
(xxii) the
Senior Enhancement Percentage for the Distribution Date;
(xxiii) when
the
Stepdown Date or Trigger Event has occurred;
(xxiv) the
Available Funds;
(xxv) the
Net
Rate Carryover for the Senior Certificates and the Mezzanine Certificates,
if
any, for such Distribution Date, the amount remaining unpaid after
reimbursements therefor on such Distribution Date;
(xxvi) the
application of the Net Rate Cap on such Distribution Date, and the amount of
any
Net Rate Carryover for each Class for such Distribution Date;
(xxvii) unless
otherwise set forth in the Form 10-D relating to such Distribution Date,
material modifications, extensions or waivers to Loan terms, fees, penalties
or
payments during the Due Period or that have become material over time;
and
(xxviii) unless
otherwise set forth in the Form 10-D relating to such Distribution Date,
material breaches of Mortgage Loan representation or warranties or transaction
covenants.
In
the
case of information furnished pursuant to subclauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per single Certificate of the
relevant Class.
(b) The
Trust
Administrator’s responsibility for making available the above information to the
Master Servicer, the Trustee, the NIMS Insurer, Depositor, Certificateholders
and other interested parties is limited to the availability, timeliness and
the
accuracy of the information provided by each Servicer. The Trust
Administrator will make a copy of each statement provided pursuant to this
Section 4.04 (and, at its option, any additional files containing the same
information in an alternative format) available each month to
Certificateholders, the NIMS Insurer and other interested parties, and other
parties to this Agreement via the Trust Administrator’s internet website located
at “xxx.xxxxxxx.xxx”. Assistance in using the internet website can be
obtained by calling the Trust Administrator’s customer service desk at (000)
000-0000. Parties that are unable to use the above distribution
method are entitled to have a paper copy mailed to them via first class mail
by
calling the customer service desk and indicating such. The Trust
Administrator shall have the right to change the way the Distribution Date
Statement is distributed in order to make such distribution more convenient
and/or more accessible and the Trust Administrator shall provide timely and
adequate notification to the Certificateholders and the parties to this
Agreement regarding any such changes.
The
Trust
Administrator shall also be entitled to rely on but shall not be responsible
for
the content or accuracy of any information provided by third parties (including
each Servicer) for purposes of preparing the Distribution Date Statement and
may
affix thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party
hereto).
As
a
condition to access the Trust Administrator’s internet website, the Trust
Administrator may require registration and the acceptance of a
disclaimer. The Trust Administrator will not be liable for the
dissemination of information in accordance with this Agreement.
(c) Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall cause to be furnished upon request to each Person who at
any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of this
Section 4.04 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of
the Trust Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trust
Administrator pursuant to any requirements of the Code as from time to time
in
effect.
(d) With
respect to each Distribution Date, prior to the issuance of the related monthly
statement to Certificateholders pursuant to Section 4.04 (each, a “Distribution
Date Statement”) by the Trust Administrator, the Master Servicer shall confirm
that it has received all distribution and/or servicing information required
to
be provided to the Master Servicer, pursuant and to the extent set forth in
each
Servicing Agreement, by the related Servicer for inclusion in such Distribution
Date Statement. In the event the Master Servicer determines that any
such information has not been provided as required or is materially incorrect,
the Master Servicer shall immediately notify the related Servicer and use its
reasonable best efforts to cause such Servicer to provide or correct, as the
case may be, such information promptly (but in any event in time to permit
the
Trust Administrator to make available the Distribution Date Statement at the
time required in this Agreement).
Section
4.05. [Reserved].
Section
4.06. Supplemental
Interest Trust.
A
separate trust is hereby established (the “Supplemental Interest Trust”), the
corpus of which shall be held by the Supplemental Interest Trust Trustee in
trust for the benefit of the holders of the Senior Certificates and the
Mezzanine Certificates. The Supplemental Interest Trust will not be a
part of any REMIC created hereby.
Section
4.07. Distributions
from the Cap Account.
(a) On
each
Distribution Date on or prior to the earlier of (a) the Cap Contract Termination
Date and (b) the date on which the aggregate Class Principal Balance of the
Offered Certificates is reduced to zero, amounts on deposit in the Cap Account
from the Cap Contract will be withdrawn therefrom and, following all
distributions of Available Funds pursuant to Section 4.02 and all distributions
from the Swap Account pursuant to Section 4.11 on such Distribution Date,
distributed by the Trust Administrator, sequentially as follows:
(1) first,
to
each class of Senior Certificates, pro rata, up to the Current Interest
and the Interest Carry Forward Amount for each such Class and such Distribution
Date, to the extent remaining unpaid;
(2) second,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, in each case, up to the
Current Interest and the Interest Carry Forward Amount for each
such Class and such Distribution Date, to the extent remaining
unpaid;
(3) third,
to
the Class or Classes of Certificates then entitled to receive distributions
of
principal pursuant to Section 4.02(a)(II)(A) or 4.02(a)(II)(B) above, in an
amount up to any Overcollateralization Maintenance Amount (as included in the
Principal Distribution Amount) for such Distribution Date, in the order of
priority set forth in Section 4.02(a)(II)(A) or 4.02(a)(II)(B) above, as
applicable, to the extent remaining unpaid;
(4) fourth,
to Class AC Certificates, pro rata based on the amount of Unpaid Realized Loss
Amount with respect to each such Class of Certificates, in an amount up to
the
Unpaid Realized Loss Amount for each such Class of Certificates, to the extent
remaining unpaid;
(5) fifth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, in each case, up to the
Unpaid Realized Loss Amount for each such Class of Certificates, to the extent
remaining unpaid;
(6) sixth,
concurrently, to the Senior Certificates, pro rata based on the amount of such
Net Rate Carryover with respect to each such Class of certificates, up to the
amount of Net Rate Carryover for each such Class of Senior Certificates, to
the
extent remaining unpaid;
(7) seventh,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, up to the amount of Net
Rate Carryover for each such Class, to the extent remaining unpaid;
and
(8) eighth,
to the Class C Certificates, any remaining amounts.
Section
4.08. [Reserved].
Section
4.09. [Reserved].
Section
4.10. [Reserved].
Section
4.11. Distributions
from the Swap Account.
(a) On
each
Distribution Date on or prior to the earlier of (a) the Swap Agreement
Termination Date and (b) the date on which the aggregate Class Principal Balance
of the Offered Certificates is reduced to zero, amounts on deposit in the Swap
Account from the Swap Agreement will be withdrawn therefrom and, following
all
distributions of Available Funds pursuant to Section 4.02 on such Distribution
Date, distributed by the Trust Administrator, sequentially as
follows:
(1) first,
to
the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant
to
the Swap Agreement for such Distribution Date;
(2) second,
to the Swap Provider, any Swap Termination Payment owed to such Swap Provider
not resulting from a Swap Provider Trigger Event pursuant to the related Swap
Agreement;
(3) third,
to
each class of Senior Certificates, pro rata, up to the Current Interest
and the Interest Carry Forward Amount for each such Class and such Distribution
Date, to the extent remaining unpaid;
(4) fourth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, in each case, up to the
Current Interest and the Interest Carry Forward Amount for each
such Class and such Distribution Date, to the extent remaining
unpaid;
(5) fifth,
to
the Class or Classes of Certificates then entitled to receive distributions
of
principal pursuant to Section 4.02(a)(II)(A) or 4.02(a)(II)(B) above, in an
amount up to any Overcollateralization Maintenance Amount (as included in the
Principal Distribution Amount) for such Distribution Date, in the order of
priority set forth in Section 4.02(a)(II)(A) or 4.02(a)(II)(B) above, as
applicable, to the extent remaining unpaid;
(6) sixth,
to
the Class AC Certificates, pro rata based on the amount of Unpaid Realized
Loss
Amount with respect to each such Class of Certificates, in an amount up to
the
Unpaid Realized Loss Amount for each such Class of Certificates, to the extent
remaining unpaid;
(7) seventh,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, in each case, up to the
Unpaid Realized Loss Amount for each such Class of Certificates, to the extent
remaining unpaid;
(8) eighth,
concurrently, to the Senior Certificates, pro rata based on the amount of such
Net Rate Carryover with respect to each such Class of Certificates, up to the
amount of Net Rate Carryover for each such Class of Senior Certificates, to
the
extent remaining unpaid;
(9) ninth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7 Certificates, in that order, up to the amount of Net
Rate Carryover for each such Class of Certificates, to the extent remaining
unpaid; and
(10) tenth,
any remaining amounts shall be distributed to the Class C
Certificates.
Section
4.12. [Reserved].
Section
4.13. Determination
of LIBOR.
On
the
first LIBOR Determination Date, LIBOR for any Class of LIBOR Certificates shall
be equal to the Initial LIBOR Rate, and on each LIBOR Determination Date
thereafter for any Class of LIBOR Certificates, the Trust Administrator shall
determine LIBOR for the applicable Distribution Date on the basis of the British
Bankers’ Association (“BBA”) “Interest Settlement Rate” for one month deposits
in U.S. Dollars as found on Reuters Monitor Money Rates Service page “LIBOR01”
as of 11:00 a.m. London time on such LIBOR Determination Date. As
used herein, “Reuters Monitor Money Rates Service page “LIBOR01”” means the
display page currently so designated on the Reuters Monitor Money Rates Service
or other page as may replace that page on that service for the purpose of
displaying comparable rates or prices.
If
on any
LIBOR Determination Date for any Class of LIBOR Certificates, the Trust
Administrator is unable to determine LIBOR on the basis of the method set forth
in the preceding paragraph, LIBOR for the applicable Distribution Date will
be
whichever is higher of (x) LIBOR as determined on the previous LIBOR
Determination Date for such Class of Certificates or (y) the Reserve Interest
Rate. The “Reserve Interest Rate” will be the rate per annum which
the Trust Administrator determines to be either (A) the arithmetic mean
(rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%) of the one month U.S. Dollar lending rates that New York
City
banks selected by the Trust Administrator are quoting, on the relevant LIBOR
Determination Date, to the principal London offices of at least two leading
banks in the London interbank market or (B) in the event that the Trust
Administrator can determine no such arithmetic mean, the lowest one month U.S.
Dollar lending rate that the New York City banks selected by the Trust
Administrator are quoting on such LIBOR Determination Date to leading European
banks.
If
on any
LIBOR Determination Date for any Class of LIBOR Certificates, the Trust
Administrator is required but is unable to determine the Reserve Interest Rate
in the manner provided in the preceding paragraph, LIBOR for the applicable
Distribution Date will be LIBOR as determined on the previous LIBOR
Determination Date for such Class of Certificates, or, in the case of the first
LIBOR Determination Date, the Initial LIBOR Rate.
The
establishment of LIBOR by the Trust Administrator and the Trust Administrator’s
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates will, in the absence of manifest error, be final and
binding. After a LIBOR Determination Date, the Trust Administrator
shall provide the Pass-Through Rates of the LIBOR Certificates for the related
Distribution Date to Certificate Owners or Holders of such Certificates who
place a telephone call to the Trust Administrator at (000) 000-0000 and make
a
request therefor.
ARTICLE
V
THE
CERTIFICATES
Section
5.01. The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A
through F. The Certificates shall be issuable in registered form, in
the minimum denominations, integral multiples in excess thereof (except that
one
Certificate in each Class may be issued in a different amount which must be
in
excess of the applicable minimum denomination) and aggregate denominations
per
Class set forth in the Preliminary Statement.
Subject
to Section 10.02 hereof respecting the final distribution on the Certificates,
on each Distribution Date the Trust Administrator shall make distributions
to
each Certificateholder of record on the preceding Record Date either (x) by
wire
transfer in immediately available funds to the account of such holder at a
bank
or other entity having appropriate facilities therefor, if such Holder has
so
notified the Trust Administrator in writing at least five Business Days prior
to
the related Record Date or (y) by check mailed by first class mail to such
Certificateholder at the address of such holder appearing in the Certificate
Register.
The
Certificates shall be executed by manual or facsimile signature on behalf of
the
Trust 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 Trust
Administrator shall bind the Trust Administrator, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
countersignature and delivery of such Certificates or did not hold such offices
at the date of such Certificate. No Certificate shall be entitled to
any benefit under this Agreement, or be valid for any purpose, unless
countersigned by the Trust Administrator by manual signature, and such
countersignature upon any Certificate shall be conclusive evidence, and the
only
evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their
countersignature. On the Closing Date, the Trust Administrator shall
countersign the Certificates to be issued at the direction of the Depositor,
or
any affiliate thereof.
The
Depositor shall provide, or cause to be provided, to the Trust Administrator
on
a continuous basis, an adequate inventory of Certificates to facilitate
transfers.
Section
5.02. Certificate
Register; Registration of Transfer and Exchange of
Certificates.
(a)
The
Trust
Administrator shall maintain, or cause to be maintained in accordance with
the
provisions of Section 5.06 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 Trust 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 Trust Administrator shall execute and deliver,
in the name of the designated transferee or transferees, one or more new
Certificates of the same Class and aggregate Percentage Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trust
Administrator. Whenever any Certificates are so surrendered for
exchange, the Trust Administrator shall execute, authenticate, and deliver
the
Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Trust 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 by the Trust
Administrator.
All
Certificates surrendered for registration of transfer or exchange shall be
canceled and subsequently destroyed by the Trust Administrator in accordance
with the Trust Administrator’s customary procedures.
(b)
(i) No
transfer of a Private Certificate shall be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act and
any
applicable state securities laws or is exempt from the registration requirements
under said Act and such state securities laws. 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 (other than the Depositor
or an affiliate of the Depositor) shall certify to the Trust Administrator
in
writing the facts surrounding the transfer in substantially the form set forth
in Exhibit J (the “Transferor Certificate”). Further, such
Certificateholder’s prospective transferee will either (i) deliver a letter in
substantially the form of either Exhibit K (the “Investment Letter”) or Exhibit
L (the “Rule 144A Letter”) or (ii) deliver to the Trust Administrator at the
expense of the transferor an Opinion of Counsel addressed to the Trust
Administrator that such transfer may be made pursuant to an exemption from
the
Securities Act. The Depositor shall provide to any Holder of a
Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trust Administrator
and the Master Servicer shall cooperate with the Depositor, in accordance with
the Depositor’s request, in providing the Rule 144A information referenced in
the preceding sentence, including providing to the Depositor, to the extent
in
its possession, such information regarding the Certificates, the Mortgage Loans
and other matters regarding the Trust Fund as the Depositor shall reasonably
request to meet its obligation under the preceding sentence. Each
Holder of a Private Certificate desiring to effect such transfer shall, and
does
hereby agree to, indemnify the Trustee, the Trust Administrator, the NIMS
Insurer, the Depositor, 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.
(ii)
No transfer of a Private Certificate or any interest therein shall be made
to
any Plan, any Person acting, directly or indirectly, on behalf of any such
Plan
or any Person acquiring such Certificates with “Plan Assets” of a Plan within
the meaning of the Department of Labor regulation promulgated at 29 C. F. R.
§
2510.3-101 (“Plan Assets”), as certified by such transferee, unless the Trust
Administrator is provided with an Opinion of Counsel for the benefit of the
Trustee, the Trust Administrator, the Depositor, the Master Servicer and the
Servicers and on which they may rely which establishes to the satisfaction
of
the Depositor, the Trustee, the Trust Administrator, the Servicers and the
Master Servicer that the purchase of such Certificates is permissible under
applicable law, will not constitute or result in any prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor,
the
Master Servicer, the Servicers, the NIMS Insurer, the Trust Administrator,
the
Trustee or the Trust Fund to any obligation or liability (including obligations
or liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Depositor, the Master Servicer, the Servicers, the Trust Administrator,
the Trustee or the Trust Fund. Neither an Opinion of Counsel nor any
certification will be required in connection with (i) the initial transfer
of
any Private Certificate by the Depositor to an Affiliate of the Depositor,
(ii)
the transfer of any Private Certificate to the issuer under the Indenture or
the
indenture trustee under the Indenture or (iii) a transfer of any Private
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor (in which case,
the Transferee thereof shall have deemed to have represented that it is not
a
Plan or a Person investing Plan Assets) and the Trust Administrator shall be
entitled to conclusively rely upon a representation (which, upon the request
of
the Trust Administrator, shall be a written representation) from the Transferor
of the status of such transferee as an affiliate of the Depositor.
Any
transferee of a Class A Certificate or Mezzanine Certificate acquired prior
to
the termination of the Supplemental Interest Trust shall be deemed to represent
that either (i) it is not a Plan or purchasing with assets of a Plan, (ii)(A)
such Plan is an accredited investor within the meaning of the Exemption and
(B)
such acquisition or holding is eligible for the exemptive relief available
under
Department of Labor Prohibited Transaction Class Exemption (“PTE”) 84-14, XXX
00-00, XXX 00-0, XXX 95-60 or PTE 96-23.
Subsequent
to the termination of the Supplemental Interest Trust, each beneficial owner
of
such Mezzanine 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 Mezzanine Certificate in
reliance on the Exemption, and that it understands that there are certain
conditions to the availability of the Exemption, including that the Mezzanine
Certificate must be rated, at the time of purchase not lower than “BBB-” (or its
equivalent) by S&P, Moody’s, Fitch, Dominion Bond Rating Service Limited
(known as “DBRS Limited”) or Dominion Bond Rating Service, Inc. (known as “DBRS,
Inc.”) (each, an “Exemption Rating Agency”) or (iii)(1) it is an insurance
company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an “insurance company general account,” as such term is
defined in PTE 95-60, and (3) the conditions in Sections I and III of PTE 95-60
have been satisfied.
If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding three paragraphs, the next preceding permitted
beneficial owner will be treated as the beneficial owner of that Certificate
retroactive to the date of transfer to the purported beneficial owner. Any
purported beneficial owner whose acquisition or holding of any such Certificate
or interest therein was effected in violation of the provisions of the preceding
three paragraphs shall indemnify and hold harmless the Depositor, the Master
Servicer, each Servicer, the NIMS Insurer, the Trust Administrator, the Trustee
and the Trust Fund from and against any and all liabilities, claims, costs
or
expenses incurred by those parties as a result of that acquisition or
holding.
(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 Trust
Administrator of any change or impending change in its status as a Permitted
Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Trust Administrator shall not register
the Transfer of any Residual Certificate unless, in addition to the certificates
required to be delivered to the Trust Administrator under subparagraph (b)
above, the Trust Administrator shall have been furnished with an affidavit
(a
“Transfer Affidavit”) of the initial owner or the proposed transferee (other
than the Depositor of an affiliate thereof) in the form attached hereto as
Exhibit I.
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate and (C) not to Transfer its Ownership Interest in a
Residual Certificate or to cause the Transfer of an Ownership Interest in a
Residual Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 5.02(c) shall be
absolutely null and void and shall vest no rights in the purported
transferee. If any purported transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section 5.02(c),
then the last preceding Permitted Transferee shall be restored to all rights
as
Holder thereof retroactive to the date of registration of Transfer of such
Residual Certificate. The Trust Administrator shall be under no
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by Section 5.02(b) and this Section
5.02(c) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions
of
this Agreement so long as the Transfer was registered after receipt of the
related Transfer Affidavit, Transferor Certificate and either the Rule 144A
Letter or the Investment Letter. The Trust 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 Trust Administrator shall
be paid and delivered by the Trust Administrator to the last preceding Permitted
Transferee of such Certificate.
(v) The
Depositor shall use its best efforts to make available, upon receipt of written
request from the Trust 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
5.02(c) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Trust Administrator of an Opinion of Counsel addressed to the
Trust Administrator and the Master Servicer, which Opinion of Counsel shall
not
be an expense of the Trust Fund, the Trustee, the Trust Administrator, the
NIMS
Insurer, the Transferor or the Master Servicer, to the effect that the
elimination of such restrictions will not cause any REMIC hereunder to fail
to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any Ownership Interest in a
Residual Certificate hereby consents to any amendment of this Agreement which,
based on an Opinion of Counsel furnished and addressed to the Trust
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 which
is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.
(d) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 5.02 in connection with transfer shall be at the expense of the
parties to such transfers.
(e) Except
as
provided below, the Book-Entry Certificates shall at all times remain registered
in the name of the Depository or its nominee and at all times: (i)
registration of the Certificates may not be transferred by the Trust
Administrator except to another Depository; (ii) the Depository shall maintain
Book-Entry records with respect to the Certificate Owners and with respect
to
ownership and transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trust Administrator shall
deal with the Depository as representative of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of Holders under
this Agreement, and requests and directions for and votes of such representative
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; and (vi) the Trust Administrator may conclusively
rely and shall be fully protected in relying upon information furnished by
the
Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners
it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository’s normal procedures.
If
(x)
(i) the Depository or the Depositor advises the Trust Administrator in writing
that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Depositor is unable
to locate a qualified successor, (y) the Depositor notifies the Trust
Administrator in writing, with the consent of the applicable Depository
Participants, that it elects to terminate the book-entry system through the
Depository or (z) after the occurrence of a Master Servicer Event of
Termination, Certificate Owners representing at least 51% of the Certificate
Principal Balance of the Book-Entry Certificates together advise the Trust
Administrator and the Depository through the Depository Participants in writing
that the continuation of a Book-Entry system through the Depository is no longer
in the best interests of the Certificate Owners and the Depository Participants
consent to the termination, the Trust Administrator, upon receipt of notice
of
such event, shall notify all Certificate Owners, through the Depository, of
the
occurrence of any such event and of the availability of definitive,
fully-registered Certificates (the “Definitive Certificates”) to Certificate
Owners requesting the same. Upon surrender to the Trust Administrator
of the related Class of Certificates by the Depository, accompanied by the
instructions from the Depository for registration, the Trust Administrator
shall
issue the Definitive Certificates. None of the Master Servicer, the
Depositor nor the Trust Administrator shall be liable for any delay in delivery
of such instruction and each may conclusively rely on, and shall be protected
in
relying on, such instructions. The Depositor shall provide the Trust
Administrator with an adequate inventory of certificates to facilitate the
issuance and transfer of Definitive Certificates. Upon the issuance
of Definitive Certificates all references herein to obligations imposed upon
or
to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trust Administrator, to the extent applicable with respect
to
such Definitive Certificates and the Trust Administrator shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder;
provided that the Trust Administrator shall not by virtue of its
assumption of such obligations become liable to any party for any act or failure
to act of the Depository.
Section
5.03. Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Trust Administrator, or the
Trust Administrator receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Master
Servicer, the NIMS Insurer and the Trust Administrator such security or
indemnity as may be required by them to save each of them harmless, then, in
the
absence of notice to the Trust Administrator that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute,
countersign and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 5.03, the Trust Administrator may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trust Administrator and its counsel) connected
therewith. Any replacement Certificate issued pursuant to this
Section 5.03 shall constitute complete and indefeasible evidence of ownership,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section
5.04. Persons
Deemed Owners.
The
Master Servicer, the Trustee, the Trust Administrator, the NIMS Insurer and
any
agent of the Master Servicer, the Trust 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 none of the Master
Servicer, the Trust Administrator, the NIMS Insurer or the Trustee nor any
agent
of the Master Servicer, the Trust Administrator, the NIMS Insurer or the Trustee
shall be affected by any notice to the contrary.
Section
5.05. Access
to List of Certificateholders’ Names and Addresses.
If
three
or more Certificateholders (a) request such information in writing from the
Trust 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 which such Certificateholders propose to transmit, or if the
Depositor or Master Servicer shall request such information in writing from
the
Trust Administrator, then the Trust 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 such Trust Fund held by the Trust
Administrator, if any. The Depositor and every Certificateholder, by
receiving and holding a Certificate, agree that the Trust 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
5.06. Maintenance
of Office or Agency.
Certificates
may be surrendered for registration of transfer or exchange at Corporate Trust
Office of the Trust Administrator. The Trust Administrator will give
prompt written notice to the Certificateholders of any change in such location
of any such office or agency.
ARTICLE
VI
THE
DEPOSITOR, THE MASTER SERVICER AND THE CUSTODIAN
Section
6.01. Respective
Liabilities of the Depositor, the Master Servicer and the
Custodian.
The
Depositor, the Master Servicer, the NIMS Insurer and the Custodian shall each
be
liable in accordance herewith only to the extent of the obligations specifically
and respectively imposed upon and undertaken by them herein.
Section
6.02. Merger
or Consolidation of the Depositor, the Master Servicer and the
Custodian.
The
Depositor, the Master Servicer and the Custodian will each keep in full effect
its existence, rights and franchises as a corporation or national banking
association, as the case may be, under the laws of the United States or under
the laws of one of the states thereof and will each obtain and preserve its
qualification to do business as a foreign corporation or legal entity, as the
case may be, in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or
any
of the Mortgage Loans and to perform its respective duties under this
Agreement.
Any
Person into which the Depositor, the Master Servicer or the Custodian may be
merged or consolidated, or any Person resulting from any merger or consolidation
to which the Depositor, the Master Servicer or the Custodian shall be a party,
or any Person succeeding to the business of the Depositor, the Master Servicer
or the Custodian, shall be the successor of the Depositor, the Master Servicer
or the Custodian, as the case may be, hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx
Mac.
Section
6.03. Indemnification;
Limitation on Liability of the Depositor, the NIMS Insurer, the Transferor,
the
Master Servicer, the Custodian and Others.
(a) The
Master Servicer agrees to indemnify the NIMS Insurer for, and to hold it
harmless against, any loss, liability or expense (including reasonable legal
fees and disbursements of counsel) incurred on its part that may be sustained
in
connection with, arising out of, or relating to, any claim or legal action
relating to this 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 its
duties hereunder or by reason of reckless disregard of its obligations and
duties hereunder, provided, in each case, that with respect to any such claim
or
legal action, the Indemnified Person shall have given the Master Servicer and
the Depositor written notice thereof promptly after the Indemnified Person
shall
have with respect to such claim or legal action knowledge
thereof. The Master Servicer’s failure to receive any such notice
shall not affect the right to indemnification of the NIMS Insurer under this
Section 6.03(a), except to the extent the Master Servicer is materially
prejudiced by such failure to give notice. This indemnity shall survive the
resignation or removal of the Master Servicer and the termination of this
Agreement. For purposes of this Section 6.03(a), “Indemnified
Persons” means each of the NIMS Insurer and its respective officers, directors,
agents and employees.
(b) None
of
the Depositor, the Transferor, the Master Servicer, the NIMS Insurer, the
Custodian or any of the directors, officers, employees or agents of the
Depositor, the Transferor, the NIMS Insurer, the Master Servicer or the
Custodian shall be under any liability to the Trust for any action taken or
for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Transferor, the NIMS Insurer,
the
Master Servicer, the Custodian or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Transferor, the Master Servicer, the NIMS Insurer, the Custodian or any such
Person from any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties
hereunder. The Depositor, the Transferor, the Master Servicer, the
NIMS Insurer, the Custodian and any director, officer, employee or agent of
the
Depositor, the Transferor, the Master Servicer, the NIMS Insurer or the
Custodian may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Transferor, the Master Servicer, the
NIMS Insurer, the Custodian and any director, officer, employee or agent of
the
Depositor, the Transferor, the Master Servicer, the NIMS Insurer or the
Custodian shall be indemnified by the Trust Fund and held harmless against
any
loss, liability or expense incurred in connection with (i) any audit,
controversy or judicial proceeding relating to a governmental taxing authority,
(ii) the performance of any of their duties and obligations and the exercise
of
(or failure to exercise) any of their rights under this Agreement or the
Certificates which constitute “unanticipated expenses incurred by the REMIC”
within the meaning of the REMIC Provisions, or (iii) any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Transferor, the Master
Servicer, the NIMS Insurer and the Custodian shall be under any obligation
to
appear in, prosecute or defend any legal action that is not incidental to its
respective duties hereunder and which in its opinion may involve it in any
expense or liability; provided, however, that any of the
Depositor, the Transferor, the Master Servicer, the NIMS Insurer or the
Custodian may in its discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement and the rights and duties
of
the parties hereto and interests of the Trustee, the Trust Administrator and
the
Certificateholders hereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund, and the Depositor, the Transferor,
the
NIMS Insurer, the Custodian and the Master Servicer shall be entitled to be
reimbursed therefor out of the Collection Account.
Section
6.04. Limitation
on Resignation of Master Servicer.
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (a) upon appointment of a successor master servicer and receipt
by
the Trustee of a letter from each Rating Agency that such a resignation and
appointment will not result in a downgrading of the rating of any of the
Certificates, or (b) upon determination that its duties hereunder are no longer
permissible under applicable law, or (c) pursuant to Section
6.05. Any such determination under clause (b) permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Trustee and the NIMS Insurer. No such
resignation shall become effective until the Trustee or a successor master
servicer acceptable to the NIMS Insurer, shall have assumed the Master
Servicer’s responsibilities, duties, liabilities and obligations
hereunder.
Section
6.05. Sale
and Assignment of Master Servicing Rights.
The
Master Servicer may sell, assign or delegate its rights, duties and obligations
as Master Servicer under this Agreement in their entirety; provided,
however, that: (i) the purchaser or transferee accepting such
sale, assignment and delegation (a) shall be a Person qualified to service
mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac, (b) shall have a net worth of
not
less than $50,000,000 (unless otherwise approved by each Rating Agency pursuant
to clause (ii) below) or (c) shall execute and deliver to the Trustee and the
NIMS Insurer an agreement, in form and substance reasonably satisfactory to
the
Trustee and the NIMS Insurer, 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, from and
after the effective date of such assumption agreement or delegation; (ii) each
Rating Agency shall be given prior written notice of the identity of the
proposed successor to the Master Servicer and shall confirm in writing to the
Master Servicer, the Trustee and the NIMS Insurer that any such sale, assignment
or delegation would not result in a withdrawal or a downgrading of the rating
on
any Class of Certificates in effect immediately prior to such sale, assignment;
and (iii) the Master Servicer shall deliver to the Trustee and the NIMS Insurer
an Officer’s Certificate and an Opinion of Independent Counsel, each stating
that all conditions precedent to such action under this Agreement have been
fulfilled and such action is permitted by and complies with the terms of this
Agreement. No such sale, assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date
thereof.
Section
6.06. Fees
of the Custodian.
The
Custodian shall be
compensated as separately agreed in writing with the Master Servicer.
ARTICLE
VII
DEFAULT
Section
7.01. Events
of Default.
“Master
Servicer Event of
Termination,” wherever used herein, means any one of the following
events:
(i) The
Master Servicer fails to cause to be deposited in the Distribution Account
any
amount so required to be deposited pursuant to this Agreement, and such failure
continues unremedied for a period of one Business Day; or
(ii) The
Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed
by
it, which covenants and agreements materially affect the rights of
Certificateholders, and such failure continues unremedied for a period of 60
days after the date on which (i) written notice of such failure, properly
requiring the same to be remedied, shall have been given to the Master Servicer
by the Trustee or the NIMS Insurer or to the Master Servicer and the Trustee
or
the Trust Administrator by the Holders of Certificates evidencing Voting Rights
aggregating not less than 25% of the Certificates or (ii) actual knowledge
of
such failure by a Responsible Officer of the Master Servicer; or
(iii) There
is
entered against the Master Servicer a decree or order by a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree or
order is unstayed and in effect for a period of 60 consecutive days, or an
involuntary case is commenced against the Master Servicer under any applicable
insolvency or reorganization statute and the petition is not dismissed within
60
days after the commencement of the case; or
(iv) The
Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
substantially all of its property; or the Master Servicer admits in writing
its
inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes
an
assignment for the benefit of its creditors, or voluntarily suspends payment
of
its obligations; or
(v) The
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Section 6.04; or
(vi) any
failure by the Master Servicer to comply with Sections 3.21 or
3.22.
In
each
and every such case, so long as such Master Servicer Event of Termination with
respect to the Master Servicer shall not have been remedied, the Trustee may,
and (i) at the direction of (a) the NIMS Insurer or (b) the Holders of
Certificates evidencing Voting Rights aggregating not less than 25% of the
Certificates or (ii) if such Master Servicer Event of Termination is related
to
a failure by the Master Servicer to make any Advance required to be made by
it
pursuant to the terms of this Agreement or perform its obligations under
Sections 3.21 or 3.22 of this Agreement, the Trustee shall, in each case by
notice in writing to the Master Servicer, with a copy to the Rating Agencies,
terminate all of the rights and obligations (but not the liabilities accruing
prior to the date of termination) of the Master Servicer under this Agreement
and in and to the Mortgage Loans and/or the REO Property serviced by the Master
Servicer and the proceeds thereof provided, however, with respect to an Event
of
Default set forth in clause (vi), the Depositor, at its sole option, but with
the consent of the Trustee, may permit a cure period for the Master Servicer
to
deliver such Assessment of Compliance or Accountant’s Attestation, but in no
event later than March 25th of such year. Upon the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates, the
Mortgage Loans, the Servicing Agreements, REO Property or under any other
related agreements (but only to the extent that such other agreements relate
to
the Mortgage Loans or related REO Property) shall, subject to Section 7.02,
automatically and without further action pass to and be vested in the Trustee
pursuant to this Section 7.01; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer as attorney-in-fact or otherwise, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the Master Servicer’s
rights and obligations hereunder, including, without limitation, the transfer
to
the Trustee of (i) the Mortgage Files and all other property and amounts which
are then or should be part of the Trust or which thereafter become part of
the
Trust; and (ii) originals or copies of all documents of the Master Servicer
reasonably requested by the Trustee to enable it to assume the Master Servicer’s
duties thereunder. In addition to any other amounts which are then,
or, notwithstanding the termination of its activities under this Agreement,
may
become payable to the Master Servicer under this Agreement, the Master Servicer
shall be entitled to receive, out of any amount received on account of a
Mortgage Loan or related REO Property, that portion of such payments which
it
would have received as reimbursement under this Agreement if notice of
termination had not been given. The termination of the rights and
obligations of the Master Servicer shall not affect any obligations incurred
by
the Master Servicer prior to such termination.
Notwithstanding
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 which was due prior to the notice terminating such
Master Servicer’s rights and obligations as Master Servicer hereunder and
received after such notice, that portion thereof to which such Master Servicer
would have been entitled pursuant to Sections 3.10(a)(i) through (xi), and
any
other amounts payable to such Master Servicer hereunder the entitlement to
which
arose prior to the termination of its activities hereunder.
If
the
Master Servicer and the Trust Administrator are the same Person, then at any
time the Master Servicer is terminated pursuant to Section 7.01 hereof, the
Trust Administrator shall likewise be removed as trust administrator
hereunder.
Section
7.02. Trustee
to Act; Appointment of Successor.
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 7.01 hereof, the Trustee shall, subject to and to the extent provided
in
Section 3.05, be the successor to the Master Servicer in its capacity as Master
Servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties, liabilities
and
limitations on liabilities relating thereto placed on the Master Servicer by
the
terms and provisions hereof and applicable law, including the obligation to
make
Advances pursuant to Section 4.10. As compensation therefor, the
Trustee shall be entitled to investment income on all funds to which the Master
Servicer would have been entitled in the Collection Account or Distribution
Account if the Master Servicer had continued to act
hereunder. Notwithstanding the foregoing, if the Trustee has become
the successor to the Master Servicer in accordance with Section 7.01 hereof,
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 Section 4.10 hereof or if
it
is otherwise unable to so act, or if it has been requested in writing by the
NIMS Insurer or Holders of Certificates evidencing not less than 25% of the
Voting Rights evidenced by the Certificates to do so, 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 to the Master Servicer shall be an
institution which is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer
in
good standing, which has a net worth of at least $15,000,000, and which is
willing to master service the Mortgage Loans and executes and delivers to the
Depositor and the Trustee an agreement accepting such delegation and assignment,
which contains an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Master Servicer (other
than
liabilities of the Master Servicer under Section 6.03 hereof incurred prior
to
termination of the Master Servicer under Section 7.01), with like effect as
if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced, without regard to the guaranty provided by the Policies, as a result
of
such assignment and delegation. 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 3.05 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 master servicer out of payments on Mortgage Loans as it and such
successor master servicer shall agree; provided, however, that no
such compensation shall be in excess of the compensation permitted the Master
Servicer hereunder. The Trustee and such successor master servicer
shall take such action, consistent with this Agreement, as shall be necessary
to
effectuate any such succession. Neither the Trustee nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder
or
any portion thereof or any failure to perform, or any delay in performing,
any
duties or responsibilities hereunder, in either case caused by the failure
of
the Master Servicer to deliver or provide, or any delay in delivering or
providing, any cash, information, documents or records to it.
Any
successor master servicer as Master Servicer shall give notice to each Servicer
of such change of master servicer and shall, during the term of its service
as
master servicer enforce the requirement of each Servicer to maintain in force
the policy or policies pursuant to Section 3.11.
The
Trustee or successor master servicer shall be entitled to be reimbursed from
the
Master Servicer for all costs associated with the transfer of master servicing
from the predecessor master servicer, including, without limitation, any costs
or expenses (including but not limited to personnel time) associated with the
complete transfer of all master servicing data and the completion, correction
or
manipulation of such master servicing data as may be required by the Trustee
or
successor master servicer to correct any errors or insufficiencies in the master
servicing data or otherwise to enable the Trustee or successor master servicer
to master service the Mortgage Loans properly and effectively. If the
Master Servicer does not pay such reimbursement within thirty (30) days of
its
receipt of an invoice therefor, such reimbursement shall be an expense of the
Trust and the Trustee shall be entitled to withdraw such reimbursement from
amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iii);
provided that the Master Servicer shall reimburse the Trust for any such
expense incurred by the Trust.
Section
7.03. Notification
to Certificateholders.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the Trustee
(or the Trust Administrator on its behalf) shall give prompt written notice
thereof to the NIMS Insurer, Certificateholders and to each Rating
Agency.
(b) Within
60
days after the occurrence of any Master Servicer Event of Termination, the
Trustee or the Trust Administrator shall transmit by mail to the NIMS Insurer
and all Certificateholders notice of each such Master Servicer Event of
Termination hereunder actually known to a Responsible Officer of the Trustee
or
the Trust Administrator, unless such Master Servicer Event of Termination shall
have been cured or waived.
ARTICLE
VIII
CONCERNING
THE TRUSTEE AND THE MASTER SERVICER
Section
8.01. Duties
of Trustee.
The
Trustee, prior to the occurrence of a Master Servicer Event of Termination
and
after the curing or waiver of all Master Servicer Events of Termination that
may
have occurred, shall undertake to perform such duties and only such duties
as
are specifically set forth in this Agreement. In case a Master
Servicer Event of Termination has occurred and remains uncured or unwaived,
the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct
of
such person’s own affairs, but only until such time as a successor Master
Servicer shall have been appointed hereunder.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee that
are specifically required to be furnished pursuant to any provision of this
Agreement shall examine them to determine whether they are in the form required
by this Agreement to the extent that forms of such documents have been provided
to the Trustee; provided, however, that the Trustee shall not be
responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument. If
any such instrument is found not to conform in any material respect to the
requirements of this Agreement, the Trustee shall notify the NIMS Insurer and
the Certificateholders of such non-conforming instrument in the event the
Trustee, after so requesting, does not receive a satisfactorily corrected
instrument and will, at the expense of the Trust Fund, take such further action
as directed by the Certificateholders or any NIMS Insurer.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own willful misconduct; provided, however, that:
(i) unless
a
Master Servicer Event of Termination of which a Responsible Officer of the
Trustee has actual knowledge shall have occurred and be continuing, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and the Trustee may conclusively rely, as to the truth
of
the statements and the correctness of the opinions expressed therein, upon
any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement which it believed in good faith to be genuine
and
to have been duly executed by the proper authorities respecting any matters
arising hereunder;
(ii) the
Trustee shall not be liable for an error of judgment made in good faith by
a
Responsible Officer or Responsible Officers of the Trustee, unless it shall
be
conclusively determined by a court of competent jurisdiction, such determination
no longer subject to appeal, that the Trustee was negligent in ascertaining
the
pertinent facts;
(iii) the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction of
the
NIMS Insurer or Holders of Certificates evidencing not less than 25% of the
Voting Rights of Certificates relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
or omitting to exercise any trust or power conferred upon the Trustee under
this
Agreement;
(iv) the
Trustee shall not be accountable, shall have no liability and makes no
representation as to any acts or omissions hereunder of the Master Servicer
until such time as the Trustee may be required to act as Master Servicer
pursuant to Section 7.02 and thereupon only for the acts or omissions of the
Trustee as successor Master Servicer; and
(v) the
Trustee shall promptly remit to the Master Servicer any complaint, claim,
demand, notice or other document (collectively, the “Notices”) delivered to the
Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
relating to the servicing of the Mortgage Loans; provided that any such
Notice (i) is delivered to the Trustee at its Corporate Trust Office; and
(ii) contains information sufficient to permit the Trustee to make a
determination that the real property to which such document relates is a
Mortgaged Property. The Trustee shall have no duty hereunder with
respect to any Notice it may receive or which may be alleged to have been
delivered to or served upon it unless such Notice is delivered to it or served
upon it at its Corporate Trust Office and such Notice contains the information
required pursuant to clause (ii) of the preceding sentence.
Section
8.02. Certain
Matters Affecting the Trustee.
(a) Except
as
otherwise provided in Section 8.01:
(i) the
Trustee may request and conclusively rely upon and shall be fully protected
in
acting or refraining from acting upon any resolution, Officer’s Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties and the Trustee shall have no responsibility to
ascertain or confirm the genuineness of any signature of any such party or
parties;
(ii) the
Trustee may consult with counsel, financial advisers or accountants and the
advice of any such counsel, financial advisers or accountants and any advice
or
Opinion of Counsel shall be full and complete authorization and protection
in
respect of any action taken or suffered or omitted by it hereunder in good
faith
and in accordance with such advice or Opinion of Counsel;
(iii) the
Trustee shall not be liable for any action taken, suffered or omitted by it
in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) prior
to
the occurrence of a Master Servicer Event of Termination and after the curing
or
waiver of all Master Servicer Events of Termination which may have occurred,
the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing so to do by the NIMS Insurer or Holders of
Certificates evidencing not less than 25% of the Voting Rights allocated to
each
Class of Certificates; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such examination shall be
paid by the Master Servicer or, if paid by the Trustee, shall be reimbursed
by
the Master Servicer upon demand. Nothing in this clause (iv) shall
derogate from the obligation of the Master Servicer to observe any applicable
law prohibiting disclosure of information regarding the Mortgagors;
(v) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian
(including, without limitation,
the Custodian) and the
Trustee shall not be responsible for any misconduct or negligence on the part
of
any such agent, attorney or custodian appointed by the Trustee with due care
or
on the part of the Custodian;
(vi) the
Trustee shall not be required to risk or expend its own funds or otherwise
incur
any financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers hereunder if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations
of
the Master Servicer under this Agreement, except during such time, if any,
as
the Trustee shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Master Servicer in accordance with the terms
of
this Agreement;
(vii) the
Trustee shall not be liable for any loss on any investment of funds pursuant
to
this Agreement (other than as issuer of the investment security);
(viii) the
Trustee shall not be deemed to have knowledge of a Master Servicer Event of
Termination until a Responsible Officer of the Trustee obtains actual knowledge
of such failure or the Trustee receives written notice of such failure from
the
Master Servicer, the NIMS Insurer or the holders of Certificates evidencing
not
less than 25% of the Voting Rights of Certificates. In the absence of
such receipt of such notice, the Trustee may conclusively assume that there
is
no Master Servicer Event of Termination;
(ix) the
Trustee shall be under no obligation to exercise any of the trusts, rights
or
powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction
of
any of the NIMS Insurer or the Certificateholders, pursuant to the provisions
of
this Agreement, unless the NIMS Insurer or the Certificateholders have offered
to the Trustee reasonable security or indemnity satisfactory to the Trustee
against the costs, expenses and liabilities which may be incurred therein or
thereby.
(b) The
Trustee shall have no duty (A) to see to any recording, filing, or depositing
of
this Agreement or any agreement referred to herein or any financing statement
or
continuation statement evidencing a security interest, or to see to the
maintenance of any such recording or filing or depositing or to any rerecording,
refiling or redepositing thereof, (B) to see to the provision of any insurance
or (C) to see to the payment or discharge of any tax, assessment, or other
governmental charge or any lien or encumbrance of any kind owing with respect
to, assessed or levied against, any part of the Trust Fund other than from
funds
available in the Distribution Account.
Section
8.03. Trustee
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor or the Transferor, as the case may be, and the
Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Agreement
or
of the Certificates or of any Mortgage Loan or related document. The
Trustee shall not be accountable for the use or application by the Depositor
or
the Master Servicer of any funds paid to the Depositor or the Master Servicer
in
respect of the Mortgage Loans or deposited in or withdrawn from the Collection
Account or the Distribution Account by the Depositor, the Master Servicer or
the
Trust Administrator.
Section
8.04. Trustee
May Own Certificates.
The
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates and may transact business with the parties hereto and their
Affiliates with the same rights as it would have if it were not the
Trustee.
Section
8.05. Trustee’s
Fees and Expenses.
The
Trustee shall be compensated by the Master Servicer as separately agreed with
the Master Servicer. The Trustee and any director, officer, employee,
agent or “control person” within the meaning of the Securities Act of 1933, as
amended, and the Securities Exchange of 1934, as amended (“Control
Person”), of the Trustee shall be indemnified by the Trust and held harmless
against any loss, liability or expense (including reasonable attorney’s fees)
(i) incurred in connection with any claim or legal action relating to
(a) this Agreement (b) the Mortgage Loans or (c) the
Certificates, other than any loss, liability or expense incurred by reason
of
willful misfeasance, bad faith or negligence in the performance of any of the
Trustee’s duties hereunder, (ii) incurred in connection with the
performance of any of the Trustee’s duties or the exercise of (or failure to
exercise) its rights hereunder, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Trustee’s duties hereunder, or in the exercise (or
failure to exercise) any of the Trustee’s rights hereunder, (iii) incurred
by reason of any action of the Trustee taken at the direction of the
Certificateholders, or (iv) resulting from any error in any tax or
information return prepared by the Master Servicer, provided, that any such
loss, liability or expense constitutes an “unanticipated expense incurred by the
REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the Trustee
hereunder. Without limiting the foregoing, and except for any such
expense, disbursement or advance as may arise from the Trustee’s negligence, bad
faith or willful misconduct, or which would not be an “unanticipated expense”
within the meaning of the second preceding sentence, the Trustee shall be
reimbursed by the Trust for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of
this
Agreement with respect to: (A) the reasonable compensation and
the expenses and disbursements of its counsel not associated with the closing
of
the issuance of the Certificates, (B) the reasonable compensation, expenses
and disbursements of any accountant, engineer, appraiser or other agent that
is
not regularly employed by the Trustee, to the extent that the Trustee must
engage such Persons to perform acts or services hereunder and (C) printing
and engraving expenses in connection with preparing any Definitive
Certificates. The Trust shall fulfill its obligations under this
paragraph from amounts on deposit from time to time in the Distribution
Account.
Section
8.06. Eligibility
Requirements for Trustee.
The
Trustee hereunder shall at all times be a corporation or association organized
and doing business under the laws of the United States of America or any state
thereof, authorized under such laws to exercise corporate trust powers, having
a
combined capital and surplus of at least $50,000,000, subject to supervision
or
examination by federal or state authority and with a credit rating of at least
investment grade. If such corporation or association publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes
of
this Section 8.06 the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
this Section 8.06, the Trustee shall resign immediately in the manner and with
the effect specified in Section 8.07 hereof. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor
and
its affiliates or the Master Servicer and its affiliates; provided,
however, that such entity cannot be an affiliate of the Master Servicer
other than the Trustee in its role as successor to the Master
Servicer.
Section
8.07. Resignation
and Removal of Trustee.
The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice of resignation to the Depositor, the NIMS Insurer
and
the Master Servicer and each Rating Agency not less than 60 days before the
date
specified in such notice when, subject to Section 8.08, such resignation is
to
take effect, and acceptance by a successor trustee acceptable to the NIMS
Insurer and in accordance with Section 8.08 meeting the qualifications set
forth
in Section 8.06. If no successor trustee meeting such qualifications
shall have been so appointed by the Depositor and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment
of
a successor trustee.
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 hereof and shall fail to resign after written request thereto
by
the NIMS Insurer or the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or
a tax
is imposed with respect to the Trust Fund by any state in which the Trustee
or
the Trust Fund is located and the imposition of such tax would be avoided by
the
appointment of a different trustee, then the NIMS Insurer, the Depositor or
the
Master Servicer may remove the Trustee and appoint a successor trustee
acceptable to the NIMS Insurer, by written instrument, in triplicate, one copy
of which instrument shall be delivered to the Trustee so removed, one copy
of
which shall be delivered to the Master Servicer and one copy to the successor
trustee.
The
Holders of Certificates entitled to at least 51% of the Voting Rights or the
NIMS Insurer may at any time remove the Trustee and appoint a successor trustee
acceptable to the NIMS Insurer, by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered by the successor
Trustee to the Master Servicer, one complete set to the Trustee so removed
and
one complete set to the successor so appointed. Notice of any removal
of the Trustee shall be given to each Rating Agency by the successor
trustee.
Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 8.07 shall become effective
upon acceptance by the successor trustee of appointment as provided in Section
8.08 hereof.
Section
8.08. Successor
Trustee.
Any
successor trustee appointed as provided in Section 8.07 hereof shall execute,
acknowledge and deliver to the Depositor, the NIMS Insurer and to its
predecessor trustee and the Master Servicer an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The Depositor,
the Master Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties, and obligations.
No
successor trustee shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06 hereof and its appointment shall not
adversely affect the then current rating of the Certificates, as confirmed
in
writing by each Rating Agency.
Upon
acceptance by a successor trustee of appointment as provided in this Section
8.08, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the Depositor fails to
mail such notice within 10 days after acceptance by the successor trustee of
appointment, the successor trustee shall cause such notice to be mailed at
the
expense of the Depositor.
Section
8.09. Merger
or Consolidation of Trustee.
Any
corporation or other entity into which the Trustee may be merged or converted
or
with which it may be consolidated or any corporation or other entity resulting
from any merger, conversion or consolidation to which the Trustee shall be
a
party, or any corporation or other entity succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation or other entity shall be eligible under the provisions of Section
8.06 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
8.10. Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing any Mortgage Note may at the time be located, 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 and the NIMS Insurer to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of
the
Trust Fund, and to vest in such Person or Persons, in such capacity and for
the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer, the NIMS Insurer and the Trustee may consider necessary or
desirable. If the Master Servicer or the NIMS Insurer 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 where a Master Servicer Event of Termination shall
have
occurred and be continuing, the Trustee alone shall have the power to make
such
appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
8.06 and no notice to Certificateholders of the appointment of any co-trustee
or
separate trustee shall be required under Section 8.08.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) To
the
extent necessary to effectuate the purposes of this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee, except
for
the obligation of the Trustee (as successor master servicer) 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 as Trustee hereunder
or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the applicable Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder and such appointment shall not, and
shall not be deemed to, constitute any such separate trustee or co-trustee
as
agent of the Trustee; 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 separate trustees and co-trustees, when and as
effectively as if given to each of them. Every instrument appointing
any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject
to
all the provisions of this Agreement, specifically including every provision
of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee and a copy thereof given to the Master Servicer, the
NIMS
Insurer 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.
ARTICLE
IX
CONCERNING
THE TRUST ADMINISTRATOR
Section
9.01. Duties
of Trust Administrator.
The
Trust
Administrator shall undertake to perform such duties and only such duties as
are
specifically set forth in this Agreement.
The
Trust
Administrator, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trust
Administrator that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are
in
the form required by this Agreement; provided, however, that the
Trust Administrator shall not be responsible for the accuracy or content of
any
such resolution, certificate, statement, opinion, report, document, order or
other instrument. If any such instrument is found not to conform in
any material respect to the requirements of this Agreement, the Trust
Administrator shall notify the Certificateholders and any NIMS Insurer of such
non-conforming instrument in the event the Trust Administrator, after so
requesting, does not receive a satisfactorily corrected instrument and will,
at
the expense of the Trust Fund, which expense shall be reasonable given the
scope
and nature of the required action, take such further action as directed by
the
Certificateholders or any NIMS Insurer.
No
provision of this Agreement shall be construed to relieve the Trust
Administrator from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however,
that:
(i) the
duties and obligations of the Trust Administrator shall be determined solely
by
the express provisions of this Agreement, the Trust Administrator shall not
be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trust Administrator and the Trust
Administrator 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 Trust Administrator and conforming to the requirements of
this
Agreement which it believed in good faith to be genuine and to have been duly
executed by the proper authorities respecting any matters arising
hereunder;
(ii) the
Trust
Administrator shall not be liable for an error of judgment made in good faith
by
a Responsible Officer or Responsible Officers of the Trust Administrator, unless
it shall be conclusively determined by a court of competent jurisdiction, such
determination no longer subject to appeal, that the Trust Administrator was
negligent in ascertaining the pertinent facts;
(iii) the
Trust
Administrator shall not be liable with respect to any action taken, suffered
or
omitted to be taken by it in good faith in accordance with the direction of
Holders of Certificates evidencing not less than 25% of the Voting Rights of
Certificates relating to the time, method and place of conducting any proceeding
for any remedy available to the Trust Administrator, or exercising or omitting
to exercise any trust or power conferred upon the Trust Administrator under
this
Agreement; and
(iv) The
Trust
Administrator shall not be accountable, shall have no liability and makes no
representation as to any acts or omissions hereunder of the Master Servicer
or
the Trustee.
Section
9.02. Certain
Matters Affecting the Trust Administrator.
Except
as
otherwise provided in Section 9.01:
(i) the
Trust
Administrator may request and conclusively rely upon and shall be fully
protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond
or
other paper or document believed by it to be genuine and to have been signed
or
presented by the proper party or parties and the Trust Administrator shall
have
no responsibility to ascertain or confirm the genuineness of any signature
of
any such party or parties;
(ii) the
Trust
Administrator may consult with counsel, financial advisers or accountants and
the advice of any such counsel, financial advisers or accountants and any advice
or Opinion of Counsel shall be full and complete authorization and protection
in
respect of any action taken or suffered or omitted by it hereunder in good
faith
and in accordance with such advice or Opinion of Counsel;
(iii) the
Trust
Administrator shall not be liable for any action taken, suffered or omitted
by
it in good faith and believed by it to be authorized or within the discretion
or
rights or powers conferred upon it by this Agreement;
(iv) the
Trust
Administrator shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing so to do by the NIMS Insurer or Holders
of
Certificates evidencing not less than 25% of the Voting Rights allocated to
each
Class of Certificates; provided, however, that if the payment
within a reasonable time to the Trust Administrator of the costs, expenses
or
liabilities likely to be incurred by it in the making of such investigation
is,
in the opinion of the Trust Administrator, not reasonably assured to the Trust
Administrator by the security afforded to it by the terms of this Agreement,
the
Trust Administrator may require reasonable indemnity against such expense or
liability as a condition to so proceeding. Nothing in this clause
(iv) shall derogate from the obligation of the Master Servicer to observe any
applicable law prohibiting disclosure of information regarding the
Mortgagors;
(v) the
Trust
Administrator may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or
custodian and the Trust Administrator shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney or custodian
appointed by the Trust Administrator with due care;
(vi) the
Trust
Administrator shall not be required to risk or expend its own funds or otherwise
incur any financial liability in the performance of any of its duties or in
the
exercise of any of its rights or powers hereunder if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trust Administrator
to perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer under this Agreement, except during such
time, if any, as the Trust Administrator shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Master Servicer
in
accordance with the terms of this Agreement;
(vii) [reserved];
(viii) [reserved];
(ix) the
Trust
Administrator shall be under no obligation to exercise any of the trusts, rights
or powers vested in it by this Agreement or to institute, conduct or defend
any
litigation hereunder or in relation hereto at the request, order or direction
of
any of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trust Administrator
reasonable security or indemnity satisfactory to the Trust Administrator against
the costs, expenses and liabilities which may be incurred therein or thereby;
and
(x) the
Trust
Administrator shall have no obligation to appear in, prosecute or defend any
legal action that is not incidental to its duties hereunder and which in its
opinion may involve it in any expense or liability; provided, however, that
the
Trust Administrator may in its discretion undertake any such action that it
may
deem necessary or desirable in respect of this Agreement and the rights and
duties of the parties hereto and the interests of the Trustee, the Trust
Administrator, the NIMS Insurer and the Certificateholders
hereunder. In such event, the legal expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund, and the Trust Administrator shall be entitled to be
reimbursed therefor out of the Collection Account.
The
Trust
Administrator shall have no duty (A) to see to any recording, filing, or
depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest,
or
to see to the maintenance of any such recording or filing or depositing or
to
any rerecording, refiling or redepositing thereof, (B) to see to the provision
of any insurance or (C) to see to the payment or discharge of any tax,
assessment, or other governmental charge or any lien or encumbrance of any
kind
owing with respect to, assessed or levied against, any part of the Trust Fund
other than from funds available in the Distribution Account.
Section
9.03. Trust
Administrator Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor or the Transferor, as the case may be, and the
Trust
Administrator assumes no responsibility for their correctness. The
Trust Administrator makes no representations as to the validity or sufficiency
of this Agreement or of the Certificates or of any Mortgage Loan or related
document other than with respect to the Trust Administrator’s execution and
authentication of the Certificates. The Trust Administrator shall not
be accountable for the use or application by the Depositor or the Master
Servicer of any funds paid to the Depositor or the Master Servicer in respect
of
the Mortgage Loans or deposited in or withdrawn from the Collection Account
by
the Depositor or the Master Servicer.
Section
9.04. Trust
Administrator May Own Certificates.
The
Trust
Administrator in its individual or any other capacity may become the owner
or
pledgee of Certificates and may transact business with the parties hereto and
their Affiliates with the same rights as it would have if it were not the Trust
Administrator.
Section
9.05. Trust
Administrator’s Fees and Expenses.
As
compensation for its activities hereunder, the Trust Administrator shall be
entitled to retain or withdraw from the Distribution Account an amount equal
to
the Trust Administrator Compensation. The Trust Administrator and any
director, officer, employee, agent or “control person” within the meaning of the
Securities Act of 1933, as amended, and the Securities Exchange of 1934, as
amended (“Control Person”), of the Trust Administrator shall be
indemnified by the Trust and held harmless against any loss, liability or
expense (including reasonable attorney’s fees) (i) incurred in connection
with any claim or legal action relating to (a) this Agreement, (b) the
Mortgage Loans or (c) the Certificates, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence
in
the performance of any of the Trust Administrator’s duties hereunder,
(ii) incurred in connection with the performance of any of the Trust
Administrator’s duties or the exercise of (or failure to exercise) its rights
hereunder, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of any of the
Trust Administrator’s duties hereunder, or (iii) incurred by reason of any
action of the Trust Administrator taken at the direction of the
Certificateholders, provided that any such loss, liability or expense
constitutes an “unanticipated expense incurred by the REMIC” within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such
indemnity shall survive the termination of this Agreement or the resignation
or
removal of the Trust Administrator hereunder. Without limiting the
foregoing, and except for any such expense, disbursement or advance as may
arise
from the Trust Administrator’s negligence, bad faith or willful misconduct, or
which would not be an “unanticipated expense” within the meaning of the second
preceding sentence, the Trust Administrator shall be reimbursed by the Trust
for
all reasonable expenses, disbursements and advances incurred or made by the
Trust Administrator in accordance with any of the provisions of this Agreement
with respect to: (A) the reasonable compensation and the
expenses and disbursements of its counsel not associated with the closing of
the
issuance of the Certificates, (B) the reasonable compensation, expenses and
disbursements of any accountant, engineer, appraiser or other agent that is
not
regularly employed by the Trust Administrator, to the extent that the Trust
Administrator must engage such Persons to perform acts or services hereunder
and
(C) printing and engraving expenses in connection with preparing any
Definitive Certificates. The Trust shall fulfill its obligations
under this paragraph from amounts on deposit from time to time in the
Distribution Account.
Section
9.06. Eligibility
Requirements for Trust Administrator.
The
Trust
Administrator hereunder shall at all times be a corporation or association
organized and doing business under the laws the United States of America or
any
state thereof, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by federal or state authority and with a credit
rating of at least investment grade. If such corporation or
association publishes reports of condition at least annually, pursuant to law
or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 9.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published. In case at any time the Trust Administrator shall cease to
be eligible in accordance with the provisions of this Section 9.06, the Trust
Administrator shall resign immediately in the manner and with the effect
specified in Section 9.07 hereof. The entity serving as Trust
Administrator may have normal banking and trust relationships with the Depositor
and its affiliates or the Trustee and its affiliates.
Section
9.07. Resignation
and Removal of Trust Administrator.
The
Trust
Administrator may at any time resign by giving written notice of resignation
to
the Depositor, any NIMS Insurer and the Trustee and each Rating Agency not
less
than 60 days before the date specified in such notice when, subject to Section
9.08, such resignation is to take effect, and acceptance by a successor trust
administrator acceptable to the NIMS Insurer in accordance with Section 9.08
meeting the qualifications set forth in Section 9.06. If no successor
trust administrator meeting such qualifications shall have been so appointed
by
the Depositor or the Trustee and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trust Administrator
may
petition any court of competent jurisdiction for the appointment of a successor
trust administrator.
If
at any
time the Trust Administrator shall cease to be eligible in accordance with
the
provisions of Section 9.06 hereof and shall fail to resign after written request
thereto by the Depositor, or the NIMS Insurer, or if at any time the Trust
Administrator shall become incapable of acting, or shall be adjudged as bankrupt
or insolvent, or a receiver of the Trust Administrator or of its property shall
be appointed, or any public officer shall take charge or control of the Trust
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or a tax is imposed with respect to the Trust
Fund
by any state in which the Trust Administrator or the Trust Fund is located
and
the imposition of such tax would be avoided by the appointment of a different
Trust Administrator, then the Depositor, the NIMS Insurer or the Trustee may
remove the Trust Administrator and appoint a successor trust administrator
acceptable to the NIMS Insurer by written instrument, in triplicate, one copy
of
which instrument shall be delivered to the Trust Administrator so removed,
one
copy of which shall be delivered to the Master Servicer and one copy to the
successor trust administrator. If the Master Servicer and the Trust
Administrator are the same Person, then at any time the Master Servicer is
terminated pursuant to Section 7.01 hereof, the Depositor shall also remove
the
Trust Administrator as trust administrator hereunder.
The
Holders of Certificates entitled to at least 51% of the Voting Rights or any
NIMS Insurer may at any time remove the Trust Administrator and appoint a
successor trust administrator acceptable to the NIMS Insurer by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered by the successor Trust Administrator to the Trustee, one complete
set to the Trust Administrator so removed and one complete set to the successor
so appointed. Notice of any removal of the Trust Administrator shall
be given to each Rating Agency by the successor trust
administrator.
Any
resignation or removal of the Trust Administrator and appointment of a successor
trust administrator pursuant to any of the provisions of this Section 9.07
shall
become effective upon acceptance by the successor trust administrator of
appointment as provided in Section 9.08 hereof. If the Trust
Administrator and the Master Servicer are the same Person, then at any time
the
Trust Administrator is removed pursuant to this Section 9.07, the Master
Servicer shall likewise be terminated as master servicer hereunder.
The
Trust
Administrator (i) may not be an Originator, Master Servicer, Servicer, the
Depositor or an affiliate of the Depositor unless the Trust Administrator is
in
an institutional trust department, (ii) must be authorized to exercise corporate
trust powers under the laws of its jurisdiction of organization, and (iii)
must
be rated at least “A/F1” by Fitch Inc., if Fitch Inc. is a Rating
Agency, or the equivalent rating by S&P or Xxxxx'x (or such rating
acceptable to Fitch Inc. pursuant to a rating confirmation). If no
successor trust administrator shall have been appointed and shall have accepted
appointment within 60 days after Xxxxx Fargo Bank, N.A., as Trust Administrator,
ceases to be the trust administrator pursuant to this Section 9.07, then the
Trustee shall perform the duties of the Trust Administrator pursuant to this
Agreement. The Trustee shall notify the Rating Agencies of any change of Trust
Administrator. In such event, the Trustee shall assume all of the
rights and obligations of the Trust Administrator hereunder arising thereafter
except that the Trustee shall not be (i) liable for losses of the predecessor
Trust Administrator or any acts or omissions of the predecessor Trust
Administrator hereunder or (ii) deemed to have made any representations and
warranties of the Trust Administrator made herein. The Trustee shall
not be accountable for, shall have no liability for and makes no representation
as to any acts or omissions hereunder of the Trust Administrator until such
time
as the Trustee may be required to act as successor Trust Administrator pursuant
to this Section 9.07 and thereupon only for the acts or omissions of the Trustee
as successor Trust Administrator.
The
Trustee or successor trust administrator shall be entitled to be reimbursed
from
the Master Servicer for all reasonable costs and expenses associated with the
transfer of the duties of the Trust Administrator from the predecessor Trust
Administrator, including, without limitation, any costs or expenses associated
with the complete transfer of all trust administrator data and the completion,
correction or manipulation of such trust administrator data as may be required
by the Trustee or successor trust administrator to correct any errors or
insufficiencies in such trust administrator data or otherwise to enable the
Trustee or successor trust administrator to perform the duties of the Trust
Administrator properly and effectively.
The
Trustee, as successor Trust Administrator, as compensation for its activities
hereunder, shall be entitled to retain or withdraw from the Distribution Account
an amount equal to the Trust Administrator Compensation. To the extent such Trust Administrator
Compensation is less than the current market rate that the Trustee would charge
for providing similar trust administrator services in a similarly structured
transaction, as mutually determined by the Trustee and the successor Master
Servicer at the time the Trustee becomes the successor Trust Administrator,
the
successor Master Servicer, out of its own funds, shall pay the Trustee, as
successor Trust Administrator, additional compensation in an amount equal to
the
difference between the Trust Administrator Compensation and such current market
rate for such trust administrator services, as separately negotiated by the
successor Master Servicer and the Trustee at the
time the Trustee
becomes the successor Trust Administrator.
Section
9.08. Successor
Trust Administrator.
Any
successor trust administrator appointed as provided in Section 9.07 hereof
shall
execute, acknowledge and deliver to the Depositor and the NIMS Insurer and
to
its predecessor trust administrator and the Trustee an instrument accepting
such
appointment hereunder and thereupon the resignation or removal of the
predecessor trust administrator shall become effective and such successor trust
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 trust administrator
herein. The Depositor, the Trustee, the Master Servicer and the
predecessor trust administrator shall execute and deliver such instruments
and
do such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trust administrator all such rights,
powers, duties, and obligations.
No
successor trust administrator shall accept appointment as provided in this
Section 9.08 unless at the time of such acceptance such successor trust
administrator shall be eligible under the provisions of Section 9.06 hereof
and
its appointment shall not adversely affect the then current rating of the
Certificates, as confirmed in writing by each Rating Agency.
Upon
acceptance by a successor trust administrator of appointment as provided in
this
Section 9.08, the Depositor shall mail notice of the succession of such trust
administrator hereunder to all Holders of Certificates. If the
Depositor fails to mail such notice within 10 days after acceptance by the
successor trust administrator of appointment, the successor trust administrator
shall cause such notice to be mailed at the expense of the
Depositor.
Any
Person appointed as successor trust administrator pursuant to this Agreement
shall also be required to serve as successor supplemental interest trust trustee
under each of the Swap Agreement and the Cap Contract.
Section
9.09. Merger
or Consolidation of Trust Administrator.
Any
corporation or other entity into which the Trust Administrator may be merged
or
converted or with which it may be consolidated or any corporation or other
entity resulting from any merger, conversion or consolidation to which the
Trust
Administrator shall be a party, or any corporation or other entity succeeding
to
the business of the Trust Administrator, shall be the successor of the Trust
Administrator hereunder, provided that such corporation or other entity shall
be
eligible under the provisions of Section 9.06 hereof, without the execution
or
filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section
9.10. [Reserved].
Section
9.11. Tax
Matters.
It
is
intended that the assets with respect to which each REMIC election is to be
made, as set forth in the Preliminary Statement, shall constitute, and that
the
conduct of matters relating to such assets shall be such as to qualify such
assets as, a “real estate mortgage investment conduit” as defined in and in
accordance with the REMIC Provisions. In furtherance of such
intention, the Master Servicer covenants and agrees that it shall act as agent
(and the Master Servicer is hereby appointed to act as agent) on behalf of
each
REMIC and that in such capacity it shall:
(a) prepare,
submit to the Trustee for execution, and file, or cause to be prepared and
filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income Tax Return (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and
filed
with the Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to 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,
including without limitation, the calculation of any original issue discount
using the prepayment assumption identified in the Prospectus
Supplement;
(b) apply
for
an Employee Identification Number from the Internal Revenue Service via
Form SS-4 or other acceptable method for such REMIC and within
thirty days of the Closing Date, furnish or cause to be furnished to the
Internal Revenue Service, on Form 8811 or as otherwise may be required by
the Code, the name, title, address, and telephone number of the person that
the
holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such Form,
and
update such information at the time or times in the manner required by the
Code;
(c) make
or
cause to be made elections that such assets be treated as a REMIC on the federal
tax return for its first taxable year (and, if necessary, under applicable
state
law);
(d) 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 described
in
clauses (i)-(iv) of the definition thereof, or an agent (including a
broker, nominee or other middleman) of a non Permitted Transferee (the
reasonable cost of computing and furnishing such information may be charged
to
the Person liable for such tax);
(e) to
the
extent that they are under its control, conduct matters relating to such assets
at all times that any Certificates are outstanding so as to maintain the status
as a REMIC under the REMIC Provisions;
(f) not
knowingly or intentionally take any action or omit to take any action that
would
cause the termination of the REMIC status;
(g) not
permit the creation of any interests in such REMIC other than the
Certificates;
(h) not
receive any amount representing a fee or other compensation for services (except
as otherwise permitted by this Agreement);
(i) receive
any income attributable to any asset which is neither a “qualified mortgage” nor
a “permitted investment” within the meaning of the REMIC
Provisions;
(j) not
receive any contributions to such REMIC after the Startup Day that would be
subject to tax under Section 860G(d) of the Code;
(k) not
dispose of any assets of such REMIC at a gain if such disposition would be
a
“prohibited transaction” within the meaning of Section 860F(a)(2) of
the Code;
(l) pay,
from
the sources specified in the last paragraph of this Section 9.11, the
amount of any federal or state tax, including prohibited transaction taxes
as
described below, imposed on such REMIC prior to its termination when and as
the
same shall be due and payable (but such obligation shall not prevent the Master
Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from causing
the withholding of payment of such tax, if permitted by law, pending the outcome
of such proceedings);
(m) ensure
that federal, state or local income tax or information returns shall be signed
by the Trustee or such other Person as may be required to sign such returns
by
the Code or state or local laws, regulations or rules; and
(n) maintain
records relating to such REMIC, including but not limited to the income,
expenses, assets and liabilities thereof and the adjusted basis of the assets
determined at such intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns, schedules, statements or
information.
The
holder of the largest percentage interest in the Class R-X Certificates shall
act as Tax Matters Person for each of REMIC IV, REMIC V and REMIC VI and the
holder of the largest percentage interest in the Class R Certificates shall
act
as Tax Matters Person for each remaining REMIC, in each case, within the meaning
of Treasury Regulations Section 1.860F-4(d). The Master Servicer is
hereby designated as agent of such Certificateholder for such purpose (or if
the
Master Servicer is not so permitted, such Holder shall be the Tax Matters Person
in accordance with the REMIC Provisions). In such capacity, the
Master Servicer shall, as and when necessary and appropriate, represent the
related REMIC 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 such REMIC, enter into
settlement agreements with any governmental taxing agency, extend any statute
of
limitations relating to any tax item of such REMIC, and otherwise act on behalf
of such REMIC in relation to any tax matter or controversy involving
it.
For
federal income tax purposes, the Trust Administrator shall treat the Holders
of
Certificates (other than the Class P, Class C, Class R-X, and Class R
Certificates) (the “Carryover Certificates”) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, the Holder of the
Class C Certificates shall be treated as having agreed to pay any interest
on a Carryover Certificate to the extent such interest reflects an interest
rate
greater than the REMIC Maximum Rate, including any Net Rate Carryover, in
accordance with the terms of this Agreement. Pursuant to each such
notional principal contract, each Holder of a Carryover Certificate shall be
treated as having agreed to pay, on each Distribution Date, to the Holder of
the
Class C Certificates an aggregate amount equal to the excess, if any, of (i)
the
amount payable on such Distribution Date on the REMIC regular interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro rata among such Certificates based
on the excess of (i) the amount of interest otherwise payable on the REMIC
regular interest corresponding to such Certificates over (ii) the amount of
interest payable to such Certificates, and a Class I Distribution Amount payable
from principal collections shall be allocated to the most subordinate Class
of
Certificates with an outstanding principal balance to the extent of such
balance. Any payments to the Certificates from amounts deemed
received in respect of this notional principal contract shall not be payments
with respect to a regular interest in a REMIC within the meaning of Code Section
860G(a)(1). However, any payment from a Carryover Certificate of a
Class IO Distribution Amount shall be treated for federal income tax purposes
as
having been received by the Holders of such Certificates in respect of their
interests in REMIC III and as having been paid by such Holders to the
Supplemental Interest Trust pursuant to the notional principal contract. Thus,
each Carryover Certificate and the Class C Certificates shall be treated as
representing not only ownership of regular interests in REMIC III, but also
ownership of an interest in, and obligations with respect to, a notional
principal contract. For federal income tax purposes, the Trust
Administrator shall treat such notional principal contract as having a value
of
$10,000 as of the Closing Date.
In
order
to enable the Master Servicer to perform its duties as set forth herein, the
Depositor shall provide, or cause to be provided, to the Master Servicer within
ten (10) days after the Closing Date all information or data that the
Master Servicer requests in writing and determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flows of the Certificates and the Mortgage Loans. Thereafter, the
Depositor shall provide to the Master Servicer promptly upon written request
therefor, any such additional information or data that the Master Servicer
may,
from time to time, reasonably request in order to enable the Master Servicer
to
perform its duties as set forth herein. The Depositor hereby
indemnifies the Master Servicer for any losses, liabilities, damages, claims
or
expenses of the Master Servicer arising from any errors or miscalculations
of
the Master Servicer that result from any failure of the Depositor to provide,
or
to cause to be provided, accurate information or data to the Master Servicer
on
a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any REMIC as
defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of such REMIC as defined in Section 860G(c) of the
Code, on any contribution to such REMIC after the Startup Day pursuant to
Section 860G(d) of the Code, or any other tax is imposed, if not paid as
otherwise provided for herein, such tax shall be paid by (i) the Master
Servicer, the Trustee or the Trust Administrator, respectively, if any such
other tax arises out of or results from a breach by the Master Servicer, the
Trustee or the Trust Administrator, respectively, of any of its obligations
under this Agreement, (ii) the Transferor, if any such tax arises out of or
results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant
to Section 2.02 or 2.03 or (iii) in all other cases, or in the event
that the Trustee, the Trust Administrator, the Master Servicer or the Transferor
fails to honor its obligations under the preceding clause (i), (ii) or
(iii), any such tax will be paid with amounts otherwise to be distributed to
the
Certificateholders, as provided in Section 3.10(b).
Section
9.12. Periodic
Filing.
The
Master Servicer shall reasonably cooperate with the Depositor to enable the
Trust to satisfy its reporting requirements under the Exchange Act.
(a)
(i) Within
15 days after each Distribution Date (subject to permitted extensions under
the
Exchange Act), the Trust Administrator shall prepare and file on behalf of
the
Issuing Entity any Form 10-D required by the Exchange Act, in form and substance
as required by the Exchange Act. The Trust Administrator shall file
each Form 10-D with a copy of the related Distribution Date Statement attached
thereto. Any disclosure in addition to the Distribution Date
Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall be reported by the parties set forth on Exhibit T hereto
to the Depositor and the Trust Administrator and be directed and approved by
and
at the direction of the Depositor pursuant to the following paragraph, and
the
Trust Administrator will have no duty or liability for any failure hereunder
to
determine or prepare any Additional Form 10-D Disclosure, except to the extent
of its obligations set forth in the next paragraph.
(ii) For
so
long as the Trust is subject to the Exchange Act reporting requirements, within
5 calendar days after the related Distribution Date, (i) certain parties
set forth on Exhibit T shall be required to provide to the Trust Administrator
and the Depositor, to the extent known by a responsible officer thereof, in
XXXXX-compatible format, or in such other format as agreed upon by the Trust
Administrator and such party, the form and substance of any Additional Form
10-D
Disclosure, if applicable, together with an Additional Disclosure Notification
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-X. Xxxxx Fargo, in its capacity as the Trust
Administrator only, has no duty under this Agreement to monitor or
enforce the performance by the parties listed on Exhibit T of their duties
under
this paragraph or proactively solicit or procure from such parties any
Additional Form 10-D Disclosure information. The Depositor will be responsible
for any reasonable fees and expenses assessed or incurred by the Trust
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.
(iii) After
preparing the Form 10-D, the Trust Administrator shall use reasonable best
efforts to forward electronically a copy of the Form 10-D to the Depositor
and
the Master Servicer for review no later than 10 calendar days after the related
Distribution Date; provided, the Trust Administrator shall only be required
to
forward such Form 10-D to the Depositor, where such Form 10-D contains
Additional Form 10-D Disclosure. No later than the 12th calendar
day after
the Distribution Date, the Depositor shall notify the Trust 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 Trust Administrator shall be entitled to assume that such Form
10-D is in final form and the Trust Administrator may proceed with the process
for execution and filing of the Form 10-D. A duly authorized representative
of
the Master Servicer shall sign each Form 10-D. If a Form 10-D cannot
be filed on time or if a previously filed Form 10-D needs to be amended, the
Trust Administrator will follow the procedures set forth in Section
9.12(d)(ii). Promptly (but no later than one Business Day) after
filing with the Commission, the Trust Administrator will make available on
its
internet website a final executed copy of each Form 10-D filed by the Trust
Administrator. Each party to this Agreement acknowledges that the
performance by the Trust Administrator of its duties under this Section 9.12
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 this Section 9.12. The Depositor
acknowledges that the timely performance by the Master Servicer and the Trust
Administrator of its duties under this Section 9.12(a) related to the timely
preparation, execution and filing of Form 10-D is also contingent upon the
Servicers, the Custodian and any Servicing Function Participant strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Trust
Administrator of any necessary Additional Form 10-D Disclosure pursuant to
the
related Servicing Agreements, the Custodial Agreement or any other applicable
agreement. Neither the Master Servicer nor the Trust Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file such
Form
10-D, where such failure results from the Trust Administrator’s inability or
failure to obtain or receive, on a timely basis, any information from any other
party hereto or any Servicer, Custodian or Servicing Function Participant needed
to prepare, arrange for execution or file such Form 10-D, not resulting from
its
own negligence, bad faith or willful misconduct.
(iv) 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 hereby
instructs the Trust Administrator, with respect to each Form 10-D, to check
“yes” for each item unless the Trust Administrator has received timely prior
written notice from the Depositor that the answer should be “no” for an
item.
(b)
(i) On
or before the 90th day 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
2008, the Trust 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 Trust Administrator within
the applicable time frames set forth in this Agreement and each Servicing
Agreement, (A) an annual compliance statement for each Servicer, the Master
Servicer, the Trust Administrator and any Servicing Function Participant engaged
by any such party (each, together with the Custodian, a “Reporting
Servicer”) as described under Section 3.21 of this Agreement and the under
the related Servicing Agreements, provided, however, that the Trust
Administrator may omit from the Form 10-K any annual compliance statement that
the Trust Administrator and the Depositor agree is not required to be filed
with
such Form 10-K pursuant to Regulation AB; (B)(I) each annual Assessment of
Compliance with Servicing Criteria for each Reporting Servicer, as described
under Section 3.22(a) of this Agreement and the related Servicing Agreements,
and (II) if any Reporting Servicer’s Assessment of Compliance with Servicing
Criteria identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any Reporting Servicer’s
Assessment of Compliance with Servicing Criteria 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, provided, however, that the Trust
Administrator may omit from the Form 10-K any Assessment of Compliance or
Accountant’s Attestation described in clause (C) below that the Trust
Administrator and the Depositor agree is not required to be filed with such
Form
10-K pursuant to Regulation AB; (C)(I) the Accountant’s Attestation for
each Reporting Servicer, as described under Section 3.22(b) of this Agreement,
or the applicable section of any Servicing Agreement, and (II) if any
Accountant’s Attestation identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such
Accountant’s Attestation is not included as an exhibit to such Form 10-K,
disclosure that such Accountant’s Attestation is not included and an explanation
why such Accountant’s Attestation is not included, and (D) a Xxxxxxxx-Xxxxx
Certification as described in Section 9.12(b)(iv). Any disclosure or information
in addition to (A) through (D) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set
forth on Exhibit U hereto to the Depositor and the Trust Administrator and
be
directed and approved by the Depositor pursuant to the following paragraph,
and
the Trust Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, except to the
extent of its obligations as set forth in the next paragraph.
(ii) For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than March 10 (with a 5 calendar day cure period, but in no event later
than March 15th) of each
year,
commencing in 2008, (A) certain parties set forth on Exhibit U shall be
required to provide to the Trust Administrator and to the Depositor, to the
extent known by a responsible officer thereof, in XXXXX-compatible format,
or in
such other format as agreed upon by the Trust Administrator and such party,
the
form and substance of any Additional Form 10-K Disclosure as set forth on
Exhibit U, if applicable, together with an Additional Disclosure Notification
and (B) 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-X. Xxxxx Fargo, in its capacity as the Trust
Administrator only, has no duty under this Agreement to monitor or enforce
the
performance by the parties listed on Exhibit U of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Trust Administrator
in
connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph. In order to allow the parties to comply
with the requirements of this section, on or before March 1 of each year
that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2007, the Depositor will provide all parties to the Pooling and Servicing
Agreement with a list of (i) each Servicer contemplated under §1108 of
Regulation AB, (ii) the Trustee, (iii) each originator contemplated by
§1110 of Regulation AB, (iv) significant obligor contemplated by §1112 of
Regulation AB, (v) enhancement or support provider contemplated under
§§1114 or 1115 or Regulation AB and (vi) any other material parties related
to the Trust contemplated by §1101(d)(1) of Regulation AB.
(iii) After
preparing the Form 10-K, the Trust Administrator shall use reasonable best
efforts to forward electronically a copy of the Form 10-K to the Depositor
no
later than March 23rd of the
related
year. The Depositor shall use reasonable best efforts to notify the
Trust Administrator in writing (which may be furnished electronically) of any
changes to or approval of such Form 10-K no later than March 25th of the
related
year. In the absence of receipt of any written changes or approval,
the Trust Administrator shall be entitled to assume that such Form 10-K is
in
final form and the Trust Administrator may proceed with the process for
execution and filing of the Form 10-K. A senior officer of the Master
Servicer in charge of the master servicing function shall sign the Form
10-K. If a Form 10-K cannot be filed on time or if a previously filed
Form 10-K needs to be amended, the Trust Administrator will follow the
procedures set forth in Section 9.12(d)(ii). 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 hereby represents
to the Trust Administrator that the Depositor has filed all such required
reports during the preceding 12 months and that has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the
Trust Administrator in writing, no later than March 15th with respect to the
filing of a report on Form 10-K, if the answer to either question should be
“no.” The Trust Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such
report. Promptly (but no later than 1 Business Day) after filing with
the Commission, the Trust Administrator will make available on its internet
website a final executed copy of each Form 10-K filed by the Trust
Administrator. The parties to this Agreement acknowledge that the
performance by each of the Master Servicer and Trust Administrator of its duties
under this Section 9.12(b) 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 this Section
9.12(b), Section 3.21, Section 3.22(a) and Section 3.22(b). The
Depositor acknowledges that the timely performance by the Master Servicer and
the Trust Administrator of its duties under this Section 9.12(b) related to
the
timely preparation, execution and filing of Form 10-K is also contingent upon
the Servicers, the Custodian and any Servicing Function Participant strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Trust
Administrator of any necessary Additional Form 10-K Disclosure, any annual
statement of compliance and any assessment of compliance and attestation
pursuant to the related Servicing Agreement or any other applicable agreement.
Neither the Master Servicer nor the Trust Administrator shall have any liability
for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute and/or timely file such Form 10-K, where
such failure results from the Trust Administrator’s inability or failure to
obtain or 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.
(iv) Each
Form
10-K shall include the “Xxxxxxxx-Xxxxx Certification”, exactly as set forth in
Exhibit N attached hereto, required to be included therewith pursuant to the
Xxxxxxxx-Xxxxx Act. The Depositor, the Master Servicer and the Trust
Administrator shall provide, and each such party shall cause any Servicing
Function Participant engaged by it to provide, to the Person who signs the
Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10 (with a 5
calendar day cure period) of each year in which the Trust is subject to the
reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (each, a “Back-Up Certification”),
in the form attached hereto as Exhibit Y, upon which the Certifying Person,
the
entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. The senior officer of
the Master Servicer 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 by e-mail at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at (000)
000-0000. In the event any such party or any Servicing Function
Participant engaged by the parties is terminated or resigns pursuant to the
terms of this Agreement, or any other applicable agreement, as the case may
be,
such party shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 9.12(b)(iv) with respect to the period of time it
was
subject to this Agreement or any applicable sub-servicing agreement, as the
case
may be.
Notwithstanding
the foregoing, (i) the Master Servicer and the Trust Administrator shall not
be
required to deliver a Back-Up Certification to each other if both are the same
Person and the Master Servicer is the Certifying Person and (ii) the Master
Servicer shall not be obligated to sign the Xxxxxxxx-Xxxxx Certification in
the
event that it does not receive any Back-Up Certification required to be
furnished to it pursuant to this section or any Servicing
Agreement.
(c)
(i) Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), if requested by the Depositor,
and to the extent it receives the Form 8-K Disclosure Information described
below, the Trust Administrator shall prepare and file on behalf of the Trust
any
Form 8-K, as required by the Exchange Act, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K other than the
initial Form 8-K (“Form 8-K Disclosure Information”) shall be reported by the
parties set forth on Exhibit S hereto to the Depositor and the Trust
Administrator and be directed and approved by the Depositor pursuant to the
following paragraph, and the Trust Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information or any Form 8-K, except to the extent of its obligations set forth
in the next paragraph.
(ii) For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than the close of business (New York time) on the 2nd Business Day after
the occurrence of a Reportable Event (i) the parties specified on Exhibit V
shall be required to provide to the Trust Administrator and the Depositor,
to
the extent known by a responsible officer thereof, in XXXXX-compatible format,
or in such other format as agreed upon by the Trust Administrator and such
party, the form and substance of any Form 8-K Disclosure Information, if
applicable, together with an Additional Disclosure Notification and
(ii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Form 8-K Disclosure Information on
the
Form 8-K. The Depositor will be responsible for any reasonable fees
and expenses assessed or incurred by the Trust Administrator in connection
with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this
paragraph.
(iii) After
preparing the Form 8-K, the Trust Administrator shall use reasonable best
efforts to forward electronically a copy of the Form 8-K to the Depositor no
later than Noon New York City time on the third Business Day after the
Reportable Event. The Depositor shall use reasonable best efforts to notify
the
Trust Administrator in writing (which may be furnished electronically) of any
changes to or approval of such Form 8-K no later than the close of business
on
the third Business Day after the Reportable Event. In the absence of
receipt of any written changes or approval, the Trust Administrator shall be
entitled to assume that such Form 8-K is in final form and the Trust
Administrator may proceed with the process for execution and filing of the
Form
8-K. A duly authorized representative of the Master Servicer shall
sign each 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 Trust Administrator will
follow the procedures set forth in Section 9.12(d)(ii). Promptly (but
no later than one Business Day) after filing with the Commission, the Trust
Administrator will make available on its internet website a final executed
copy
of each Form 8-K filed by it. The parties to this Agreement
acknowledge that the performance by each of the Master Servicer and the Trust
Administrator of its duties under this Section 9.12 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 9.12. The Depositor acknowledges that the timely
performance by the Master Servicer and the Trust Administrator of its duties
under this Section 9.12(c) related to the timely preparation, execution and
filing of Form 8-K is also contingent upon the Servicers, the Custodian and
any
Servicing Function Participant strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trust Administrator of any necessary Form 8-K Disclosure
Information pursuant to the related Servicing Agreements or any other applicable
agreement. Neither the Master Servicer nor the Trust 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 the Trust Administrator’s inability or
failure to obtain or receive, on a timely basis, any information from any other
party hereto or any Servicer, Custodian or Servicing Function Participant needed
to prepare, arrange for execution or file such Form 8-K, not resulting from
its
own negligence, bad faith or willful misconduct.
(d)
(i) On
or prior to January 30 of the first year in which the Trust Administrator is
able to do so under applicable law, the Trust Administrator shall prepare and
file a Form 15 Suspension Notification relating to the automatic suspension
of
reporting in respect of the Issuing Entity under the Exchange Act.
(ii) In
the
event that the Trust Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, Form 10-D or Form 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 Trust Administrator will promptly
notify the Depositor. In the case of Form 10-D and Form 10-K, the
parties to this Agreement will cooperate to prepare and file a Form 12b-25
and a
Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the
Exchange Act. In the case of Form 8-K, the Trust 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,
Form 10-D or Form 10-K needs to be amended in connection with any Additional
Form 10-D Disclosure (other than, in the case of Form 10-D, for the purpose
of
restating any Distribution Date Statement), Additional Form 10-K Disclosure
or
Form 8-K Disclosure Information, the Trust Administrator will electronically
notify the Depositor and such other parties to the transaction as are affected
by such amendment, and such parties will cooperate to prepare any necessary
8-K/A, Form 10-D/A or Form 10-K/A; provided, the Trust Administrator will only
be required to notify the Depositor of an amendment to any Form 10-D where
such
amendment contains Additional Form 10-D Disclosure. Any Form 15, Form
12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed
by a
duly authorized officer (or in the case of a Form 10-K a senior officer) of
the
Master Servicer. The parties to this Agreement acknowledge that the
performance by each of the Master Servicer and Trust Administrator of its duties
under this Section 9.12(d) related to the timely preparation, execution and
filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form
10-K is contingent upon each such party performing its duties under this
Section. Neither the Master Servicer nor the Trust 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 amendment to Forms 8-K, Form
10-D or Form 10-K, where such failure results from the Trust Administrator’s
inability or failure to obtain or receive, on a timely basis, any information
from any other party hereto or any servicer, the Custodian, or any Servicing
Function Participant needed to prepare, arrange for execution or file such
Form
15, Form 12b-25 or any amendment to Forms 8-K, Form 10-D or Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
ARTICLE
X
TERMINATION
Section
10.01. Termination
upon Liquidation or Purchase of Mortgage Loans
(a) Subject
to Section 10.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer, the Transferor, the Trustee
and
the Trust Administrator (other than the indemnification obligations of the
Master Servicer pursuant to Section 6.03 and the obligation of the Master
Servicer to make remittances to the Trust Administrator and of the Trust
Administrator to make payments in respect of the Classes of Certificates as
hereinafter set forth) shall terminate upon payment to the Certificateholders
of
all amounts required to be distributed to them and the deposit of all amounts
held by or on behalf of the Trust Administrator and required hereunder to be
so
paid or deposited on the Distribution Date coinciding with or following the
earlier to occur of (i) the purchase by the Auction Purchaser (as defined
below), the NIMS Insurer, or the Master Servicer on a servicing retained basis
of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC
(the “Trust Collateral”) and (ii) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in the Subsidiary REMIC; provided, however, that in no event shall
the
trust created hereby continue beyond the earlier of (a) 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 or (b) the Latest Possible Maturity Date as defined
in
the Preliminary Statement.
(b) On
any
date on which the aggregate Principal Balance of the Mortgage Loans and each
REO
Property remaining in the Trust Fund on such date is reduced to less than 10%
of
the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date
(any such date, an “Auction Date”), the Auction Initiator, may direct the Trust
Administrator to solicit bids for the Trust Collateral from at least three
entities, at least two of which are regular purchasers and/or sellers in the
secondary market of residential whole mortgage loans similar to the Mortgage
Loans. If the Trust Administrator receives at least three bids for
the Trust Collateral, and one of such bids is equal to or greater than the
Principal Balance of the Mortgage Loans and the appraised value of any REO
Properties, such appraisal to be conducted by an Independent appraiser mutually
agreed upon by the Master Servicer, the NIMS Insurer and the Trust Administrator
in their reasonable discretion, plus accrued and unpaid interest thereon at
the
weighted average of the Mortgage Rates through the end of the Due Period
preceding the final Distribution Date, plus Servicing Advances, any unpaid
Servicing Fees allocable to such Mortgage Loans and REO Properties, any accrued
and unpaid Net Rate Carryover then remaining unpaid or which is due to the
exercise of such option plus Net Swap Payments and Swap Termination Payments
remaining unpaid (collectively, the “Par Value”), the Trust Administrator shall
sell the Trust Collateral to the highest bidder (the “Auction Purchaser”) at the
price offered by the Auction Purchaser (the “Auction Sale Price”); provided,
however, such Auction Sale may only occur (i) if the Auction Sale Price is
sufficient to pay (A) all interest accrued on, as well as amounts necessary
to
retire the principal balance of, each class of notes issued pursuant to the
Indenture and any remaining amounts owed to the trustee under the Indenture
and
the NIMS Insurer on the date such notes are retired and (B) any remaining
amounts owed to the Master Servicer and the Trust Administrator, including
without limitation the costs incurred by the Trust Administrator in conducting
such auction and any previous auction and (ii) if the fair market value of
the
Mortgage Loans and REO Properties determined as described above is at least
equal to the Principal Balance of the Mortgage Loans (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 the appraised value of the REO
Properties. If the Trust Administrator receives less than three bids,
or does not receive any bid that is equal to or greater than the Par Value,
the
Auction Initiator, may direct the Trust Administrator, on each six-month
anniversary of the initial Auction Date on which the Mortgage Loans remain
outstanding, to repeat these auction procedures until the date on which the
Trust Administrator receives a bid that is equal to or greater than the Par
Value, and sells the Trust Collateral to the Auction Purchaser at the Auction
Sale Price. The Trust Administrator shall give notice to the Rating
Agencies and each Servicer that is servicing any of the Mortgage Loans of the
sale of the Trust Collateral pursuant to this Section 10.01 (an “Auction Sale”)
and of the Auction Date.
(c) If
a
Majority in Interest of the Class C Certificateholders, as Auction Initiator,
has not exercised its rights pursuant to Section 10.01(b) to initiate an auction
of the Mortgage Loans on any Auction Date, the Master Servicer shall have the
right, to purchase the Trust Collateral no later than the Determination Date
in
the month immediately preceding the month in which occurs the Distribution
Date
on which the Certificates will be retired; provided, however, that the Master
Servicer may elect to purchase the Trust Collateral only if the aggregate
Principal Balance of the Mortgage Loans and each REO Property remaining in
the
Trust Fund at the time of such election is reduced to less than 10% of the
aggregate Principal Balance of the Mortgage Loans as of the Cut-off
Date.
Subject
to Section 3.10 hereof, the purchase by the Master Servicer of all Mortgage
Loans and each REO Property remaining in REMIC I shall be at a price (the
“Termination Price”) equal to the greater of (i) the Principal Balance of the
Mortgage Loans and the appraised value of any REO Properties, such appraisal
to
be conducted by an Independent appraiser mutually agreed upon by the Master
Servicer, the NIMS Insurer and the Trust Administrator in their reasonable
discretion and (ii) the fair market value of all of the assets of the Subsidiary
REMIC (as determined by the Master Servicer, the NIMS Insurer and the Trust
Administrator, as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to Section 10.01(d)) in each case, plus accrued
and
unpaid interest thereon at the weighted average of the Mortgage Rates through
the end of the Due Period preceding the final Distribution Date, plus Servicing
Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO
Properties and any accrued and unpaid Net Rate Carryover, Net Swap Payments
and
Swap Termination Payments; provided, however, such option may only be exercised
(i) if the Termination Price is sufficient to pay all interest accrued on,
as
well as amounts necessary to retire the principal balance of, each class of
notes issued pursuant to the Indenture and any remaining amounts owed to the
trustee under the Indenture and the NIMS Insurer on the date such notes are
retired and (ii) if the fair market value of the Mortgage Loans and REO
Properties determined as described above is at least equal to the Principal
Balance of the Mortgage Loans (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 the appraised value of the REO Properties.
By
acceptance of the Residual Certificates, the Holder of the Residual Certificates
agrees for so long as any notes insured by the NIMS Insurer and secured by
all
or a portion of the Class C, Class P, Class R-X or Class R Certificates are
outstanding or any amounts are owing to the NIMS Insurer under the Indenture,
in
connection with any termination hereunder, to assign and transfer any amounts
in
excess of par, and to the extent received in respect of such termination, to
pay
any such amounts to the Holders of the Class C Certificates.
In
connection with any termination
pursuant to this Section 10.01:
(i) At
least twenty (20) days prior to the
latest date on which notice of such optional termination is required to be
mailed to the Certificateholders pursuant to Section 10.01(d), the Auction Initiator
or the Master
Servicer, as applicable, shall notify in writing
(which may be
done in electronic format) the Swap Provider of the final Distribution Date
on
which the Auction Purchaser or the Master Servicer, as applicable, intends
to
terminate the Trust Fund;
(ii) No
later than 4:00 pm (New York City time) four (4) Business Days prior to the
final Distribution Date specified in the notices required pursuant to Section
10.01(d), the Trust Administrator shall request in writing (in accordance with
the applicable provision of the Swap Agreement) and by phone from
the Swap Provider the amount of the Estimated Swap Termination
Payment. The Swap Provider shall, no later than 2:00 pm (New York
City time) on the following Business Day, notify in writing (which may be done
in electronic format) the Trust Administrator of the amount of the Estimated
Swap Termination Payment and the Trust Administrator shall promptly on the
same
day notify the Auction Purchaser
or the Master Servicer, as applicable, of the amount of the Estimated
Swap Termination Payment; and
(iii) Two
(2) Business Days prior to the final Distribution Date specified in the notices
required pursuant to Section 10.01(d), (x) the Auction Purchaser or the Master
Servicer, as applicable, shall, no later than 1:00 pm (New York City
time) on such day, deliver to the Trust Administrator and the Trust
Administrator shall deposit funds in the Distribution Account in an amount
equal
to the sum of the Termination Price (which shall be based on the Estimated
Swap
Termination Payment), and (y) if the Trust Administrator shall have determined
that the all of the requirements for optional termination have been met,
including without limitation the deposit required pursuant to the immediately
preceding clause (x) as well as the requirements specified in Section 10.01(d),
then the Trust Administrator shall, on the same Business Day, provide written
notice to the Auction Purchaser or
the Master Servicer, as applicable, and the Swap Provider (in accordance
with the applicable provision of the Swap Agreement) confirming (a) its receipt
of the Termination Price (which shall be based on the Estimated Swap Termination
Payment), and (b) that all other requirements of the optional termination have
been met (the “Optional Termination Notice”). Upon the delivery of
the Optional Termination Notice by the Trust Administrator pursuant to the
preceding sentence, (i) the optional termination shall become irrevocable,
(ii)
the notice to Certificateholders of such optional termination provided pursuant
to Section 10.01(d) shall become unrescindable, (iii) the Swap Provider shall
determine the Swap Termination Payment in accordance with the Swap Agreement
(which shall not exceed the Estimated Swap Termination Payment), and (iv) the
Swap Provider shall provide to the Trust Administrator written notice of the
amount of the Swap Termination Payment not later than one (1) Business Day
prior
to the final Distribution Date specified in the notices required pursuant to
Section 10.01(d).
(d) Notice
of
the liquidation of the Certificates shall be given promptly by the Trust
Administrator by letter to the Certificateholders, the NIMS Insurer and the
Trustee mailed (a) in the event such notice is given in connection with the
purchase of the Mortgage Loans and each REO Property by the Master Servicer,
not
earlier than the 10th day and not later than the 20th day of the month next
preceding the month of the final distribution on the Certificates or (b)
otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund will terminate and the final payment in respect
of the Certificates will be made upon presentation and surrender of the related
Certificates at the office of the Trust Administrator therein designated, (ii)
the amount of any such final payment, (iii) that no interest shall accrue in
respect of the REMIC I Regular Interests or the Certificates from and after
the
Accrual Period relating to the final Distribution Date therefor and (iv) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Trust Administrator.
In
the
event such notice is given in connection with the purchase of all of the
Mortgage Loans and each REO Property remaining in REMIC I by the Master
Servicer, the Master Servicer shall deliver to the Trust Administrator for
deposit in the Distribution Account not later than the last Business Day of
the
month next preceding the month of the final distribution on the Certificates
an
amount in immediately available funds equal to the Termination
Price. The Trust Administrator shall remit to the Master Servicer
from such funds deposited in the Distribution Account (i) any amounts which
the
Master Servicer would be permitted to withdraw and retain from the Collection
Account pursuant to Section 3.10 and (ii) any other amounts otherwise payable
by
the Trust Administrator to the Master Servicer from amounts on deposit in the
Distribution Account pursuant to the terms of this Agreement, in each case
prior
to making any final distributions pursuant to Section 4.02. Upon
certification to the Trust Administrator by the Master Servicer of the making
of
such final deposit, the Trustee (or the Custodian on its behalf) shall promptly
release to the Master Servicer the Mortgage Files for the remaining Mortgage
Loans, and the Trustee (or, as applicable, the Custodian on its behalf) shall
execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.
In
the
event such notice is given in connection with the purchase of the Trust
Collateral by the Auction Purchaser, the Auction Purchaser shall deliver to
the
Trust Administrator for deposit in the Distribution Account not later than
the
last Business Day of the month next preceding the month of the final
distribution on the Certificates an amount in immediately available funds equal
to the Auction Sale Price. Upon the making of such final deposit, the
Trust Administrator shall promptly release to the Auction Purchaser the Mortgage
Files for the remaining Mortgage Loans, and the Trust Administrator shall
execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.
(e) Upon
presentation of the Certificates by the Certificateholders on the final
Distribution Date, the Trust Administrator shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with Section
4.02 in respect of the Certificates so presented and surrendered. Any
funds not distributed to any Holder or Holders of Certificates being retired
on
such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held in trust
and credited to the account of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given
pursuant to this Section 10.01 shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Trust
Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order
to
receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been
surrendered for cancellation, the Trust Administrator shall, directly or through
an agent, mail a final notice to the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in the Trust Fund. If within one
year after the final notice any such Certificates shall not have been
surrendered for cancellation, the Trust Administrator shall pay to UBS
Securities LLC, all such amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease hereunder, under
the related Certificates. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust by the Trust Administrator
as
a result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 10.01. Any such
amounts held in trust by the Trust Administrator shall be held in an Eligible
Account and the Trust Administrator may direct any depository institution
maintaining such account to invest the funds in one or more Permitted
Investments. All income and gain realized from the investment of
funds deposited in such accounts held in trust by the Trust Administrator shall
be for the benefit of the Trust Administrator; provided, however, that the
Trust
Administrator shall deposit in such account the amount of any loss of principal
incurred in respect of any such Permitted Investment made with funds in such
accounts immediately upon the realization of such loss.
Immediately
following the deposit of funds in trust hereunder in respect of the
Certificates, the Trust Fund shall terminate.
Section
10.02. Additional
Termination Requirements.
(a) In
the
event that the Auction Purchaser or the Master Servicer purchases the Trust
Collateral, or the final payment on or other liquidation of the last Mortgage
Loan or REO Property remaining in REMIC I occurs pursuant to Section 10.01,
the
Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator and the Master Servicer have
received an Opinion of Counsel, which Opinion of Counsel shall be at the expense
of the Master Servicer (or in connection with a termination resulting from
the
final payment on or other liquidation of the last Mortgage Loan or REO Property
remaining in REMIC I, which Opinion of Counsel shall be at the expense of the
person seeking nonadherence to the following additional requirements but which
in no event shall be at the expense of the Trust Fund or, unless it is the
person seeking nonadherence to the following additional requirements, the
Servicer or the Trust Administrator), to the effect that the failure of REMIC
I
to comply with such additional requirements of this Section 10.02 will not
(A)
result in the imposition on the Trust Fund of taxes on “prohibited
transactions,” as described in Section 860F of the Code, or (B) cause any REMIC
formed hereby to fail to qualify as a REMIC at any time that any Certificate
is
outstanding:
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation period
in a
statement attached to each REMIC’s final Tax Return pursuant to Treasury
regulation Section 1.860F-1 and shall satisfy all requirements of a qualified
liquidation under Section 860F of the Code and any regulations thereunder,
as
evidenced by an Opinion of Counsel obtained at the expense of the Master
Servicer;
(ii) If
REMIC
I is being terminated in connection with a purchase pursuant to Section
10.01(a)(i), during such 90-day liquidation period and at or prior to the time
of making of the final payment on the Certificates, the Trust Administrator
shall sell all of the assets of REMIC I to the Auction Purchaser or Master
Servicer, as applicable, for cash; and
(iii) At
the
time of the making of the final payment on the Certificates, the Trust
Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Residual Certificates all cash on hand in the
Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
terminate at that time.
(b) At
the
expense of the Master Servicer, the Depositor shall prepare or cause to be
prepared the documentation required in connection with the adoption of a plan
of
liquidation of each REMIC pursuant to this Section 10.02.
(c) By
their
acceptance of Certificates, the Holders thereof hereby agree to authorize the
Trust Administrator to specify the 90-day liquidation period for each REMIC,
which authorization shall be binding upon all successor
Certificateholders.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01. Amendment.
This
Agreement may be amended from time to time by the Depositor, the Transferor,
the
Master Servicer, the Custodian, the Trust Administrator and the Trustee, with
the consent of the NIMS Insurer and without the consent of any of the
Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct any
defective provision herein or to supplement any provision herein which may
be
inconsistent with any other provision herein or in the Prospectus Supplement,
(iii) to add to the duties of the Depositor, the Trustee, the Trust
Administrator, the Transferor, the Custodian or the Master Servicer, (iv) to
add
any other provisions with respect to matters or questions arising hereunder
or
(v) to modify, alter, amend, add to or rescind any of the terms or provisions
contained in this Agreement; provided that any action pursuant to clause
(iv) or (v) above shall not, as evidenced by an Opinion of Counsel addressed
to
the Trust Administrator and the NIMS Insurer (which Opinion of Counsel shall
be
an expense of the party requesting the amendment, or if the Trust Administrator
requests the amendment, the Trust Fund), adversely affect in any material
respect the interests of any Certificateholder; provided, however,
that the amendment shall not be deemed to adversely affect in any material
respect the interests of the Certificateholders if the Person requesting the
amendment obtains a letter from each Rating Agency stating that the amendment
would not result in the downgrading or withdrawal of the respective ratings
then
assigned to the Certificates; it being understood and agreed that any such
letter in and of itself will not represent a determination as to the materiality
of any such amendment and will represent a determination only as to the credit
issues affecting any such rating. The Trust Administrator, the
Trustee, the Depositor, the Transferor, the Custodian and the Master Servicer
also may at any time and from time to time amend this Agreement with the consent
of the NIMS Insurer and without the consent of the Certificateholders to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or helpful to (i) maintain the qualification of any REMIC created under this
Agreement as a REMIC under the Code, (ii) avoid or minimize the risk of the
imposition of any tax on any REMIC pursuant to the Code that would be a claim
at
any time prior to the final redemption of the Certificates or (iii) comply
with
any other requirements of the Code, provided that the Trust Administrator,
the
NIMS Insurer and the Master Servicer have been provided an Opinion of Counsel
addressed to the Trust Administrator, the NIMS Insurer and the Master Servicer,
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 Trust Administrator, the
Master Servicer or the Trust Fund, to the effect that such action is necessary
or helpful to, as applicable, (i) maintain such qualification, (ii) avoid or
minimize the risk of the imposition of such a tax or (iii) comply with any
such
requirements of the Code. In addition, this Agreement may be
amended from time to time by the Depositor, the Master Servicer, the Trust
Administrator, the Transferor and the Trustee without the consent of any of
the
Certificateholders to comply with the provisions of Regulation AB.
Section
9.12 of this Agreement may also be amended by the Depositor, the Transferor,
the
Master Servicer, the Trust Administrator and the Trustee with the consent of
the
NIMS Insurer and without the consent of any of the Certificateholders, and
without the need for any Opinions of Counsel or Rating Agency confirmation,
in
the event that new guidelines or procedures are issued by the Securities and
Exchange Commission with respect to the preparation and filing of the Form
10-K
and the Certification required to be attached thereto as referenced in Section
9.12(d).
This
Agreement may also be amended from time to time by the Depositor, the
Transferor, the Master Servicer, the Custodian, the Trust Administrator and
the
Trustee with the consent of the NIMS Insurer, and the Holders of a Majority
in
Interest of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments
required to be distributed on any Certificate without the consent of the Holder
of such Certificate, (ii) adversely affect in any material respect the interests
of the Holders of any Class of Certificates in a manner other than as described
in the preceding clause (i), without the consent of the Holders of Certificates
of such Class evidencing, as to such Class, Percentage Interests aggregating
66%
or (iii) reduce the aforesaid percentages of Certificates the Holders of which
are required to consent to any such amendment, without the consent of the
Holders of all such Certificates then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee and the Trust
Administrator shall not consent to any amendment to this Agreement (other than
pursuant to the second preceding paragraph) unless it shall have first received
an Opinion of Counsel addressed to the Trustee, the NIMS Insurer and the Trust
Administrator, which opinion shall not be an expense of the Trustee, the Trust
Administrator or the Trust Fund, to the effect that such amendment is permitted
hereunder and will not cause the imposition of any tax under the REMIC
Provisions on any REMIC or the Certificateholders or cause any REMIC created
under this Agreement to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
Notwithstanding
any of the other provisions of this Section 11.01, none of the parties to this
Agreement shall enter into any amendment or modification to this Agreement
that
adverse affects, in any material respect, the interests of the
Derivative Provider hereunder (excluding, for the avoidance of doubt, any
amendment to this Agreement that is entered into solely for the purpose of
appointing a successor servicer, master servicer, securities administrator,
trustee or other service provider) without the prior written consent of the
Derivative Provider, which consent shall not be unreasonably withheld,
conditioned or delayed.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance or a copy of such amendment to each Certificateholder, the
NIMS
Insurer 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 Trust Administrator may prescribe.
Nothing
in this Agreement shall require the Trustee or the Trust Administrator to enter
into an amendment without receiving an Opinion of Counsel addressed to the
Trust
Administrator and the Trustee (which Opinion shall not be an expense of the
Trustee, the Trust Administrator or the Trust Fund), satisfactory to the Trust
Administrator that (i) such amendment is permitted and is not prohibited by
this
Agreement and that all requirements for amending this Agreement have been
complied with; and (ii) either (A) the amendment does not adversely affect
in
any material respect the interests of any Certificateholder or (B) the
conclusion set forth in the immediately preceding clause (A) is not required
to
be reached pursuant to this Section 11.01. Notwithstanding anything
to the contrary in this Section 11.01, the Trustee, the Custodian, the Trust
Administrator and the Master Servicer shall reasonably cooperate with the
Depositor and its counsel to enter into such amendments or modifications to
the
Agreement as may be necessary to comply with Regulation AB and any
interpretation thereof by the Commission.
Section
11.02. Recordation
of Agreement; Counterparts.
This
Agreement (or an abstract hereof, if acceptable to the applicable recording
office) is subject to recordation in all appropriate public offices for real
property records in all the towns or other comparable jurisdictions in which
any
or all of the Mortgaged Properties are situated, and in any other appropriate
public office or elsewhere, such recordation to be effected by the Master
Servicer at the expense of the Trust on direction by the Trust Administrator
(acting at the written direction of a Majority in Interest of the
Certificateholders), but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
11.03. Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section
11.04. Intention
of Parties.
It
is the
express intent of the parties hereto that the conveyance of the Trust Fund
by
the Depositor to the Trustee be, and be construed as, an absolute sale thereof
to the Trustee. It is, further, not the intention of the parties that
such conveyance be deemed a pledge thereof 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 Depositor, or if
for
any other reason this Agreement is held or deemed to create a security interest
in such assets, then (i) this Agreement shall 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 this Agreement shall be deemed
to
be an assignment and a grant by the Depositor to the Trustee, 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 Trust
Fund, such security interest would be deemed to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of the Agreement. The Depositor shall arrange for filing any
Uniform Commercial Code continuation statements in connection with any security
interest granted or assigned to the Trustee for the benefit of the
Certificateholders.
Section
11.05. Notices.
(a) The
Trust
Administrator shall use its best efforts to promptly provide notice to each
Rating Agency and the NIMS Insurer with respect to each of the following of
which it has actual knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Master Servicer Event of Termination that has not been
cured;
(iii) The
resignation or termination of the Master Servicer, the Custodian, the Trust
Administrator, the NIMS Insurer or the Trustee and the appointment of any
successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Section 2.03;
and
(v) The
final
payment to Certificateholders.
In
addition, the Master Servicer shall promptly furnish to each Rating Agency
copies of the following:
(vi) Each
annual statement as to compliance described in Section 3.21;
(vii) Each
annual independent public accountants’ servicing report described in Section
3.22; and
(viii) Any
notice of a purchase of a Mortgage Loan pursuant to Section 2.02 or
2.03.
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered to (a) in the case of the
Depositor, Mortgage Asset Securitization Transactions, Inc., 0000 Xxxxxx xx
xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, (b)
in the case of the Master Servicer, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager – MARM 2007-HF2, or
such other address as the Master Servicer may hereafter furnish to each other
party to this Agreement in writing, and in the case of Xxxxx Fargo in its
capacity as Custodian, Xxxxx Fargo Bank, N.A., 0000 00xx Xxxxxx Xxxxxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Client Manager – MARM 2007-HF2, (c) in
the case of the Trustee, the Corporate Trust Office, or such other address
as
the Trustee may hereafter furnish to each other party to this Agreement in
writing, (d) in the case of the Transferor, UBS Real Estate Securities Inc.,
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: General Counsel, (e) in the case of the Rating Agencies,
the address specified therefor in the definition corresponding to the name
of
such Rating Agency, (f) in the case of the NIMS Insurer, Radian Insurance Inc.,
0000 Xxxxxx Xx., Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: MARM 2007-HF2
and
(g) in the case of the Trust Administrator, the Corporate Trust Office, or
such
other address as the Trust Administrator may hereafter furnish to each other
party to this Agreement in writing.
Notices
to Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate
Register.
Section
11.06. 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
11.07. Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided in Section 6.02
and this Section 11.07, this Agreement may not be assigned by the Master
Servicer without the prior written consent of the Trustee, the NIMS Insurer
and
Depositor. Pursuant to Section 6.05, the Master Servicer shall be
permitted to pledge its rights as servicer hereunder to a lender, provided
that
no such pledge shall permit the termination of the Master Servicer as Master
Servicer unless a successor servicer meeting the requirements of Sections 6.04
and 7.02 hereunder shall have assumed the rights and obligations of the Master
Servicer hereunder.
Section
11.08. Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the trust created hereby, nor entitle such Certificateholder’s
legal representative or heirs to claim an accounting or to take any action
or
commence any proceeding in any court for a petition or winding up of the trust
created hereby, or otherwise affect the rights, obligations and liabilities
of
the parties hereto or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee or the Trust Administrator
a
written notice of a Master Servicer Event of Termination and of the continuance
thereof, as herein provided, and unless the Holders of Certificates evidencing
not less than 25% of the Voting Rights evidenced by the Certificates shall
also
have made written request to the Trustee or the Trust Administrator to institute
such action, suit or proceeding in its own name as Trustee or Trust
Administrator hereunder and shall have offered to the Trust Administrator such
reasonable indemnity as it may require against the costs, expenses, and
liabilities to be incurred therein or thereby, and the Trustee or the Trust
Administrator, 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
or
the Trust Administrator, that no one or more Holders of Certificates shall
have
any right in any manner whatever by virtue or by availing itself or themselves
of any provisions of this Agreement to affect, disturb or prejudice the rights
of the Holders of any other of the Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder or to enforce any right
under this Agreement, except in the manner herein provided and for the common
benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.08, each and every Certificateholder and
the Trustee and the Trust Administrator shall be entitled to such relief as
can
be given either at law or in equity.
Section
11.09. Inspection
and Audit Rights.
The
Master Servicer agrees that, on reasonable prior notice, it will permit and
will
cause each Servicer to permit any representative of the Depositor or the Trustee
during the Master Servicer’s or Servicer’s, as the case may be, normal business
hours, to examine all the books of account, records, reports and other papers
of
the Master Servicer or each Servicer, as the case may be, 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 the
Mortgage Loans with its officers, employees and independent public accountants
(and by this provision the Master Servicer or each Servicer, as the case may
be,
hereby authorize said 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, the NIMS Insurer or the Trustee of any right
under this Section 11.09 shall be borne by the party requesting such inspection;
all other such expenses shall be borne by the Master Servicer or the related
Servicer.
Section
11.10. 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
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
Section
11.11. Compliance
With Regulation AB
Each
of
the parties hereto acknowledges and agrees that the purpose of Sections 3.21,
3.22 and 9.12 of this Agreement is to facilitate compliance by the Transferor
and the Depositor with the provisions of Regulation AB, as such may be amended
or clarified from time to time. Therefore, each of the parties agrees
that (a) the obligations of the parties hereunder shall be interpreted in such
a
manner as to accomplish compliance with Regulation AB, (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
and (c) the parties shall comply, to the extent practicable from a timing and
information systems perspective and at the expense of the Depositor, with
requests made by the Trust Administrator, the Transferor or the Depositor for
delivery of additional or different information as the Trust Administrator,
the
Transferor or the Depositor may determine in good faith is necessary to comply
with the provisions of Regulation AB.
Section
11.12. Third
Party Rights.
The
NIMS
Insurer shall be deemed a third-party beneficiary of this Agreement to the
same
extent as if it were a party hereto, and shall have the right to enforce the
provisions of this Agreement.
[SIGNATURES
COMMENCE ON THE FOLLOWING PAGE]
IN
WITNESS WHEREOF, the Depositor, the Trustee, the Trust Administrator, the
Transferor, the Master Servicer, the Custodian and the Credit Risk Manager
have
caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., as Depositor | |||
|
By:
|
||
Name: | |||
Title: | |||
|
By:
|
||
Name: | |||
Title: | |||
UBS REAL ESTATE SECURITIES INC., as Transferor | |||
|
By:
|
||
Name: | |||
Title: | |||
|
By:
|
||
Name: | |||
Title: | |||
U.S. BANK NATIONAL ASSOCIATION, as Trustee | |||
|
By:
|
||
Name: | |||
Title: | |||
|
By:
|
||
Name: | |||
Title: | |||
XXXXX FARGO BANK, N.A., as Master Servicer, Trust Administrator and Custodian | |||
|
By:
|
||
Name: | |||
Title: | |||
|
By:
|
||
Name: | |||
Title: | |||
XXXXX FARGO BANK, N.A., as Credit Risk Manager | |||
|
By:
|
||
Name: | |||
Title: | |||
|
By:
|
||
Name: | |||
Title: | |||
STATE OF NEW YORK | ) |
) ss.: | |
COUNTY OF NEW YORK | ) |
On
the __
day of July, 2007 before me, a notary public in and for said State, personally
appeared before me each of the above-named _____________________ and
_____________________, in each case, known to me to be a _____________________
and a _____________________, respectively, of Mortgage Asset Securitization
Transactions, Inc., one of the entities that executed the within instrument,
and
also known to me to be, in each case, the person who executed it on behalf
of
such entity, and acknowledged to me that such entity 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]
|
||
My commission expires: | ||
STATE OF NEW YORK | ) |
) ss.: | |
COUNTY OF NEW YORK | ) |
On
the __
day of July, 2007 before me, a notary public in and for said State, personally
appeared before me each of the above-named _____________________ and
_____________________, in each case, known to me to be a _____________________
and a _____________________, respectively, of UBS Real Estate Securities Inc.,
one of the entities that executed the within instrument, and also known to
me to
be, in each case, the person who executed it on behalf of such entity, and
acknowledged to me that such entity 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]
|
||
My commission expires: | ||
STATE OF MARYLAND | ) |
) ss.: | |
COUNTY OF XXXXXX | ) |
On
the __
day of July, 2007 before me, a notary public in and for said State, personally
appeared ___________________ known to me to be an
___________________ of Xxxxx Fargo Bank, N.A., one of the entities
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of such entity, and acknowledged to me that such entity
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]
|
||
My commission expires: | ||
STATE OF | ) |
) ss.: | |
COUNTY OF | ) |
On
the __
day of July, 2007 before me, a notary public in and for said State, personally
appeared ___________________ known to me to be an
___________________ of Xxxxx Fargo Bank, N.A., one of the entities
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of such entity, and acknowledged to me that such entity
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]
|
||
My commission expires: | ||
STATE OF MINNESOTA | ) |
) ss.: | |
COUNTY OF XXXXXX | ) |
On
the __
day of July, 2007 before me, a notary public in and for said State, personally
appeared ___________________ known to me to be a ___________________
of U.S. Bank National Association, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
such entity, and acknowledged to me that such entity 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]
|
||
My commission expires: | ||
SCHEDULE
I
Mortgage
Loan Schedule
[On
File]
SCHEDULE
II
Mortgage
Pass-Through Certificates
Series
2007-HF2
Representations
and Warranties as to the Mortgage Loans
UBS
Real
Estate Securities Inc. (the “Transferor”) hereby makes with respect to
those Mortgage Loans sold by it to the Depositor pursuant to the Mortgage Loan
Purchase Agreement, the following representations and warranties as of the
Closing Date or, if so specified herein, as of the Cut-off Date.
(i) The
information set forth in the Mortgage Loan Schedule was true and correct in
all
material respects at the date or dates respecting which such information is
furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately
prior to the transfer and assignment contemplated herein, the Transferor was
the
sole owner and holder of the Mortgage Loan free and clear of any and all liens,
pledges, charges or security interests of any nature and has full right and
authority to sell and assign the same;
(iii) The
Mortgage is a valid, subsisting and enforceable first lien on the property
therein described, and the Mortgaged Property is free and clear of all
encumbrances and liens having priority over the first lien of the Mortgage
except for liens for real estate taxes and special assessments not yet due
and
payable and liens or interests arising under or as a result of any federal,
state or local law, regulation or ordinance relating to hazardous wastes or
hazardous substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners association
fees; and if the Mortgaged Property consists of shares of a cooperative housing
corporation, any lien for amounts due to the cooperative housing corporation
for
unpaid assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or equivalent
document related to, and delivered to the Trustee or to the Master Servicer
with, any Mortgage establishes in the Transferor a valid and subsisting first
lien on the property described therein and the Transferor has full right to
sell
and assign the same to the Trustee;
(iv) Neither
the Transferor nor any prior holder of the Mortgage or the related Mortgage
Note
has modified the Mortgage or the related Mortgage Note in any material respect,
satisfied, canceled or subordinated the Mortgage in whole or in part, released
the Mortgaged Property in whole or in part from the lien of the Mortgage, or
executed any instrument of release, cancellation, waiver, modification or
satisfaction, except in each case as is reflected in an agreement delivered
to
the Trustee or the Master Servicer pursuant to Section 2.01;
(v) All
taxes, governmental assessments, insurance premiums, and water, sewer and
municipal charges, which previously became due and owing have been paid, or
an
escrow of funds has been established, to the extent permitted by law, in an
amount sufficient to pay for every such item that remains unpaid; and the
Transferor has not advanced funds, or received any advance of funds by a party
other than the Mortgagor, directly or indirectly for the payment of any amount
required by the Mortgage, except for interest accruing from the date of the
Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever
is later, to the day which precedes by thirty days the first Due Date under
the related Mortgage Note;
(vi) The
Mortgaged Property is undamaged by water, fire, earthquake or other earth
movement, windstorm, flood, tornado or similar casualty (excluding casualty
from
the presence of hazardous wastes or hazardous substances, as to which the
Transferor makes no representations), so as to affect adversely the value of
the
Mortgaged Property as security for the Mortgage Loan or the use for which the
premises were intended and to the best of the Transferor’s knowledge, there is
no proceeding pending or threatened for the total or partial condemnation of
the
Mortgaged Property;
(vii) The
Mortgaged Property is free and clear of all mechanics’ and materialmen’s liens
or liens in the nature thereof; provided, however,
that this
warranty shall be deemed not to have been made at the time of the initial
issuance of the Certificates if a title policy affording, in substance, the
same
protection afforded by this warranty is furnished to the Trustee by the
Transferor;
(viii) Except
for Mortgage Loans secured by co op shares and Mortgage Loans secured by
residential long term leases, the Mortgaged Property consists of a fee simple
estate in real property; all of the improvements which are included for the
purpose of determining the appraised value of the Mortgaged Property lie wholly
within the boundaries and building restriction lines of such property and no
improvements on adjoining properties encroach upon the Mortgaged Property
(unless insured against under the related title insurance policy); and to the
best of the Transferor’s knowledge, the Mortgaged Property and all improvements
thereon comply with all requirements of any applicable zoning and subdivision
laws and ordinances;
(ix) The
Mortgage Loan meets, or is exempt from, applicable state or federal laws,
regulations and other requirements, pertaining to usury, and the Mortgage Loan
is not usurious;
(x) To
the
best of the Transferor’s knowledge, 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;
(xi) All
payments required to be made up to but not including the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the related
Mortgage Note have been made; and no payment under any Mortgage Loan has been
30
days or more delinquent more than one time within twelve months prior to the
Closing Date (other than with respect to one Mortgage Loan, representing 0.02%
of the Pool Balances as of the Cut-off Date);
(xii) The
Mortgage Note, the related Mortgage and other agreements executed in connection
therewith are genuine, and each is the legal, valid and binding obligation
of
the maker thereof, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors’ rights generally and by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law); and, to the best of the Transferor’s
knowledge, all parties to the Mortgage Note and the Mortgage had legal capacity
to execute the Mortgage Note and the Mortgage and each Mortgage Note and
Mortgage has been duly and properly executed by the Mortgagor;
(xiii) All
Mortgage Loans were originated in compliance in all material respects with
applicable federal, state and local laws, including, without limitation, all
applicable anti-predatory, abusive and fair lending laws;
(xiv) [reserved]
(xv) No
Mortgage
Loan 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 6.0 Revised,
Appendix E); no Mortgage Loan is covered by the Home Ownership and Equity
Protection Act of 1994 and no Mortgage Loan is in violation of any comparable
state or local law;
(xvi) The
proceeds of the Mortgage Loans have been fully disbursed, 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 (except for escrow funds
for
exterior items which could not be completed due to weather and escrow funds
for
the completion of swimming pools); and all costs, fees and expenses incurred
in
making, closing or recording the Mortgage Loan have been paid, except recording
fees with respect to Mortgages not recorded as of the Closing Date;
(xvii) The
Mortgage Loan (except any Mortgage Loan secured by a Mortgaged Property located
in any jurisdiction, as to which an opinion of counsel of the type customarily
rendered in such jurisdiction in lieu of title insurance is instead received)
is
covered by an American Land Title Association mortgagee title insurance policy
or other generally acceptable form of policy or insurance acceptable to Xxxxxx
Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx Mae or
Xxxxxxx Mac insuring the originator, its successors and assigns, as to the
first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan and subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as
of
the date of recording of such Mortgage acceptable to mortgage lending
institutions in the area in which the Mortgaged Property is located or
specifically referred to in the appraisal performed in connection with the
origination of the related Mortgage Loan, (C) liens created pursuant to any
federal, state or local law, regulation or ordinance affording liens for the
costs of clean-up of hazardous substances or hazardous wastes or for other
environmental protection purposes and (D) such 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; the Transferor is the sole insured of such mortgagee title
insurance policy, the assignment to the Trustee of the Transferor’s interest in
such mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such mortgagee
title insurance policy is in full force and effect and will be in full force
and
effect and inure to the benefit of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder of the related
Mortgage, including the Transferor, has done, by act or omission, anything
which
would impair the coverage of such mortgagee title insurance policy;
(xviii) The
Mortgaged Property securing each Mortgage Loan is insured by an insurer
acceptable to Xxxxxx Mae or Xxxxxxx Mac against loss by fire and such hazards
as
are covered under a standard extended coverage endorsement, in an amount which
is not less than the lesser of 100% of the insurable value of the Mortgaged
Property and the outstanding principal balance of the Mortgage Loan, but in
no
event less than the minimum amount necessary to fully compensate for any damage
or loss on a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy for the
project; if upon origination of the Mortgage Loan, the improvements on the
Mortgaged Property were in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least
of
(A) the outstanding principal balance of the Mortgage Loan, (B) the
full insurable value of the Mortgaged Property and (C) the maximum amount
of insurance which was available under the National Flood Insurance Act of
1968,
as amended; and each Mortgage obligates the Mortgagor thereunder to maintain
all
such insurance at the Mortgagor’s cost and expense;
(xix) To
the
best of the Transferor’s knowledge, no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan and the
Transferor has not waived any default, breach, violation or event of
acceleration;
(xx) No
Mortgage Note or Mortgage is subject to any right of rescission, set off,
counterclaim or defense, including the defense of usury, nor will the operation
of any of the terms of the Mortgage Note or Mortgage, or the exercise of any
right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole
or in part, or subject it 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;
(xxi) Each
Mortgage Note is payable in monthly payments, resulting in complete amortization
of the Loan over a term of not more than 480 months;
(xxii) Each
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, including realization
by
judicial foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no homestead
or
other exemption available to the Mortgagor which would interfere with such
right
of foreclosure;
(xxiii) To
the
best of the Transferor’s knowledge, no Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding;
(xxiv) Each
Mortgaged Property consists of a one to four unit residential property, which
may include a detached home, townhouse, condominium unit or a unit in a
planned-unit development or, in the case of Mortgage Loans secured by co op
shares, leases or occupancy agreements;
(xxv) The
Mortgage Loan is a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code;
(xxvi) With
respect to each Mortgage where a lost note affidavit has been delivered to
the
Trustee in place of the related Mortgage Note, the related Mortgage Note is
no
longer in existence;
(xxvii) In
the
event that the Mortgagor is an inter vivos“living”
trust, (i) such trust
is in compliance with Xxxxxx Mae or Xxxxxxx Mac
standards for inter
vivos trusts and (ii) holding title to the Mortgaged Property
in such trust will not diminish any rights as a creditor including the right
to
full title to the Mortgaged Property in the event foreclosure proceedings are
initiated;
(xxviii) If
the Mortgage Loan is secured by a long term residential lease, (1) the
lessor under the lease holds a fee simple interest in the land; (2) the
terms of such lease expressly permit the mortgaging of the leasehold estate,
the
assignment of the lease without the lessor’s consent and the acquisition by the
holder of the Mortgage of the rights of the lessee upon foreclosure or
assignment in lieu of foreclosure or provide the holder of the Mortgage with
substantially similar protections; (3) the terms of such lease do not
(a) allow the termination thereof upon the lessee’s default without the
holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default or (b) allow the termination of the lease
in the event of damage or destruction as long as the Mortgage is in existence;
(4) the term of such lease does not terminate earlier than five years after
the maturity date of the Mortgage Note; and (5) the Mortgaged Property is
located in a jurisdiction in which the use of leasehold estates in transferring
ownership in residential properties is a widely accepted practice;
(xxix) 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, as amended, 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;
(xxx) The
Mortgage Loan was underwritten in accordance with the underwriting guidelines
of
the related Loan Seller in effect at the time of origination with exceptions
thereto exercised in a reasonable manner;
(xxxi) The
Loan
Seller used no adverse selection procedures in selecting the Mortgage Loan
from
among the outstanding first-lien, residential mortgage loans owned by it which
were available for sale to the Transferor;
(xxxii) With
respect to each Mortgage Loan, the Transferor is in possession of a complete
Mortgage File except for the documents which have been delivered to the Trustee
or which have been submitted for recording and not yet returned;
(xxxiii) As
of the Cut-off Date, the range of original Loan-to-Value Ratios of the Mortgage
Loans is 13.33%
to 100.00% and 31.71%
of the Cut-Off Date Pool Balance had
Loan-to-Value Ratios at origination in excess of 80.00%. Each such
Mortgage Loan is subject to a Primary Insurance Policy;
(xxxiii) With
respect to each Mortgage Loan, the related Servicing Agreement requires the
related Servicer to deposit into the related Protected Account an amount equal
to all payments of principal and interest on such Mortgage Loan that are
delinquent at the close of business on the related Determination Date and not
previously advanced by such Servicer. The obligation of such Servicer
to advance such payments as to such Mortgage Loan will continue through the
final disposition or liquidation of the Mortgaged Property, unless such Servicer
deems such advance to be nonrecoverable from liquidation proceeds, REO
disposition proceeds, condemnation proceeds or insurance proceeds with respect
to such Mortgage Loan;
(xxxiv) With
respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and, at the time such Mortgage Loan was
originated, each prepayment penalty complied with applicable federal, state
and
local law, including, without limitation, all applicable anti-predatory, abusive
and fair lending laws, subject to federal preemption where
applicable;
(xxxv) 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 (a) have been
recorded in the applicable public recording office if required by law or if
necessary to maintain the lien priority of the Mortgage, and (b) which have
been delivered to the Purchaser; the substance of any such waiver, alteration
or
modification has been approved by the title insurer, to the extent required
by
the related policy, and is reflected on the Mortgage Loan
Schedule. No other instrument of waiver, alteration or modification
has been executed, and no Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by the title insurer,
to the extent required by the policy, and which assumption agreement is a part
of the Mortgage File and is reflected on the Mortgage Loan Schedule;
and
(xxxvii) There
is no Mortgage Loan that was originated on or after October 1, 2002 and on
or
prior to March 7, 2003, which is secured by property located in the State of
Georgia. There is no Mortgage Loan that was originated after March 7,
2003, which is a “high-cost home loan” as defined under the Georgia Fair Lending
Act, as amended (the “Georgia Act”). No Mortgage Loan subject to the
Georgia Act and secured by owner occupied real property or an owner occupied
manufactured home located in the State of Georgia was originated (or modified)
on or after October 1, 2002 through and including March 6, 2003. Any
breach of this representation shall be deemed to materially and adversely affect
the value of the Mortgage Loan and shall require a repurchase of the affected
Mortgage Loan.
SCHEDULE
III
Cap
Contract Schedule
Distribution
Date
|
Cap
Notional
Amount
($)
|
Cap
Strike
Rate (%)
|
||
April
25, 2009
|
407,928.57
|
7.00
|
||
May
25, 2009
|
416,808.57
|
7.00
|
||
June
25, 2009
|
424,565.71
|
7.00
|
||
July
25, 2009
|
431,271.43
|
7.00
|
||
August
25, 2009
|
436,994.29
|
7.00
|
||
September
25, 2009
|
441,797.14
|
7.00
|
||
October
25, 2009
|
445,742.86
|
7.00
|
||
November
25, 2009
|
448,888.57
|
7.00
|
||
December
25, 2009
|
451,285.71
|
7.00
|
||
January
25, 2010
|
452,985.71
|
7.00
|
||
February
25, 2010
|
454,037.14
|
7.00
|
||
March
25, 2010
|
454,488.57
|
7.00
|
||
April
25, 2010
|
454,377.14
|
7.00
|
||
May
25, 2010
|
453,745.71
|
7.00
|
||
June
25, 2010
|
452,634.29
|
7.00
|
||
July
25, 2010
|
451,077.14
|
7.00
|
||
August
25, 2010
|
449,111.43
|
7.00
|
||
September
25, 2010
|
446,762.86
|
7.00
|
||
October
25, 2010
|
444,065.71
|
7.00
|
||
November
25, 2010
|
441,045.71
|
7.00
|
||
December
25, 2010
|
437,728.57
|
7.00
|
||
January
25, 2011
|
434,145.71
|
7.00
|
||
February
25, 2011
|
430,314.29
|
7.00
|
||
March
25, 2011
|
426,257.14
|
7.00
|
||
April
25, 2011
|
421,997.14
|
7.00
|
||
May
25, 2011
|
417,554.29
|
7.00
|
||
June
25, 2011
|
412,945.71
|
7.00
|
||
July
25, 2011
|
408,188.57
|
7.00
|
||
August
25, 2011
|
403,297.14
|
7.00
|
||
September
25, 2011
|
398,291.43
|
7.00
|
||
October
25, 2011
|
393,182.86
|
7.00
|
||
November
25, 2011
|
387,982.86
|
7.00
|
||
December
25, 2011
|
382,705.71
|
7.00
|
||
January
25, 2012
|
377,362.86
|
7.00
|
||
February
25, 2012
|
371,965.71
|
7.00
|
||
March
25, 2012
|
366,522.86
|
7.00
|
||
April
25, 2012
|
361,048.57
|
7.00
|
||
May
25, 2012
|
355,542.86
|
7.00
|
||
June
25, 2012
|
350,034.29
|
7.00
|
||
July
25, 2012
|
344,522.86
|
7.00
|
||
August
25, 2012
|
445,274.29
|
6.75
|
||
September
25, 2012
|
434,714.29
|
6.75
|
||
October
25, 2012
|
424,405.71
|
6.75
|
||
November
25, 2012
|
414,340.00
|
6.75
|
||
December
25, 2012
|
404,511.43
|
6.75
|
||
January
25, 2013
|
394,917.14
|
6.75
|
||
February
25, 2013
|
385,551.43
|
6.75
|
||
March
25, 2013
|
376,408.57
|
6.75
|
||
April
25, 2013
|
367,480.00
|
6.75
|
||
May
25, 2013
|
358,765.71
|
6.75
|
||
June
25, 2013
|
350,257.14
|
6.75
|
||
July
25, 2013
|
341,951.43
|
6.75
|
||
August
25, 2013
|
333,840.00
|
6.75
|
||
September
25, 2013
|
325,922.86
|
6.75
|
||
October
25, 2013
|
318,194.29
|
6.75
|
||
November
25, 2013
|
310,648.57
|
6.75
|
||
December
25, 2013
|
303,280.00
|
6.75
|
||
January
25, 2014
|
296,085.71
|
6.75
|
||
February
25, 2014
|
289,062.86
|
6.75
|
||
March
25, 2014
|
282,208.57
|
6.75
|
||
April
25, 2014
|
275,514.29
|
6.75
|
||
May
25, 2014
|
268,980.00
|
6.75
|
||
June
25, 2014
|
262,602.86
|
6.75
|
||
July
25, 2014
|
256,374.29
|
6.75
|
SCHEDULE
IV
Swap
Agreement Schedule
Distribution
Date
|
Swap
Notional Amount ($)
|
Swap
Fixed
Rate (%)
|
||
August
25, 2007
|
1,757,882.86
|
5.70
|
||
September
25, 2007
|
1,735,220.00
|
5.70
|
||
October
25, 2007
|
1,693,522.86
|
5.70
|
||
November
25, 2007
|
1,647,997.14
|
5.70
|
||
December
25, 2007
|
1,598,837.14
|
5.70
|
||
January
25, 2008
|
1,546,268.57
|
5.70
|
||
February
25, 2008
|
1,490,542.86
|
5.70
|
||
March
25, 2008
|
1,431,951.43
|
5.70
|
||
April
25, 2008
|
1,370,914.29
|
5.70
|
||
May
25, 2008
|
1,308,411.43
|
5.70
|
||
June
25, 2008
|
1,245,891.43
|
5.70
|
||
July
25, 2008
|
1,185,442.86
|
5.70
|
||
August
25, 2008
|
1,127,945.71
|
5.70
|
||
September
25, 2008
|
1,073,262.86
|
5.70
|
||
October
25, 2008
|
1,021,248.57
|
5.70
|
||
November
25, 2008
|
971,777.14
|
5.70
|
||
December
25, 2008
|
924,720.00
|
5.70
|
||
January
25, 2009
|
879,960.00
|
5.70
|
||
February
25, 2009
|
837,382.86
|
5.70
|
||
March
25, 2009
|
796,882.86
|
5.70
|
||
April
25, 2009
|
758,357.14
|
5.70
|
||
May
25, 2009
|
721,708.57
|
5.70
|
||
June
25, 2009
|
686,845.71
|
5.70
|
||
July
25, 2009
|
653,680.00
|
5.70
|
||
August
25, 2009
|
622,128.57
|
5.70
|
||
September
25, 2009
|
592,111.43
|
5.70
|
||
October
25, 2009
|
563,554.29
|
5.70
|
||
November
25, 2009
|
536,385.71
|
5.70
|
||
December
25, 2009
|
510,537.14
|
5.70
|
||
January
25, 2010
|
485,942.86
|
5.00
|
||
February
25, 2010
|
462,545.71
|
5.00
|
||
March
25, 2010
|
440,282.86
|
5.00
|
||
April
25, 2010
|
419,100.00
|
5.00
|
||
May
25, 2010
|
398,942.86
|
5.00
|
||
June
25, 2010
|
379,765.71
|
5.00
|
||
July
25, 2010
|
361,517.14
|
5.00
|
||
August
25, 2010
|
344,154.29
|
5.00
|
||
September
25, 2010
|
327,631.43
|
5.00
|
||
October
25, 2010
|
311,905.71
|
5.00
|
||
November
25, 2010
|
296,942.86
|
5.00
|
||
December
25, 2010
|
282,705.71
|
5.00
|
||
January
25, 2011
|
269,154.29
|
5.00
|
||
February
25, 2011
|
256,257.14
|
5.00
|
||
March
25, 2011
|
243,985.71
|
5.00
|
||
April
25, 2011
|
232,302.86
|
5.00
|
||
May
25, 2011
|
221,185.71
|
5.00
|
||
June
25, 2011
|
210,605.71
|
5.00
|
||
July
25, 2011
|
200,534.29
|
5.00
|
||
August
25, 2011
|
190,951.43
|
5.00
|
||
September
25, 2011
|
181,828.57
|
5.00
|
||
October
25, 2011
|
173,142.86
|
5.00
|
||
November
25, 2011
|
164,877.14
|
5.00
|
||
December
25, 2011
|
157,011.43
|
5.00
|
||
January
25, 2012
|
149,520.00
|
5.00
|
||
February
25, 2012
|
142,391.43
|
5.00
|
||
March
25, 2012
|
135,605.71
|
5.00
|
||
April
25, 2012
|
129,142.86
|
5.00
|
||
May
25, 2012
|
122,994.29
|
5.00
|
||
June
25, 2012
|
117,140.00
|
5.00
|
||
July
25, 2012
|
111,571.43
|
5.00
|
SCHEDULE
V
Class
P Prepayment Charges Mortgage Loan Schedule
[Available
Upon Request]
EXHIBIT
A-1
(FORM
OF
CLASS A-1 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b) OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$416,888,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$416,888,000
|
CUSIP:
|
57645T
AA5
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class A-1
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Prior
to
the termination of the supplemental interest trust, each transferee shall be
deemed to have made the representations in section 5.02(b) of the Pooling and
Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
July __, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT
A-2
(FORM
OF
CLASS A-2 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b) OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$74,181,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$74,181,000
|
CUSIP:
|
57645T
AB3
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class A-2
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Prior
to
the termination of the supplemental interest trust, each transferee shall be
deemed to have made the representations in section 5.02(b) of the Pooling and
Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
July __, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT
A-3
(FORM
OF
CLASS A-3 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b) OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$73,660,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$73,660,000
|
CUSIP:
|
57645T
AC1
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class A-3
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate adjustable-rate mortgage loans (the “Mortgage Loans”) secured
by first liens on one- to four-family residential properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Prior
to
the termination of the supplemental interest trust, each transferee shall be
deemed to have made the representations in section 5.02(b) of the Pooling and
Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
July __, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT
A-4
(FORM
OF
CLASS A-4 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b) OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$12,999,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$12,999,000
|
CUSIP:
|
57645T
AD9
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class A-4
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Prior
to
the termination of the supplemental interest trust, each transferee shall be
deemed to have made the representations in section 5.02(b) of the Pooling and
Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
July __, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT B-1
(FORM
OF
CLASS M-1 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$9,844,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$9,844,000
|
CUSIP:
|
57645T
AH0
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class M-1
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Each
transferee shall be deemed to have made the representations in section 5.02(b)
of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT B-2
(FORM
OF
CLASS M-2 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$4,922,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$4,922,000
|
CUSIP:
|
00000X
XX0
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class M-2
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Each
transferee shall be deemed to have made the representations in section 5.02(b)
of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT B-3
(FORM
OF
CLASS M-3 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$3,076,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$3,076,000
|
CUSIP:
|
57645T
AK3
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class M-3
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Each
transferee shall be deemed to have made the representations in section 5.02(b)
of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT B-4
(FORM
OF
CLASS M-4 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$3,077,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$3,077,000
|
CUSIP:
|
57645T
AL1
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class M-4
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Each
transferee shall be deemed to have made the representations in section 5.02(b)
of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT B-5
(FORM
OF
CLASS M-5 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$3,076,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$3,076,000
|
CUSIP:
|
57645T
AM9
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class M-5
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Each
transferee shall be deemed to have made the representations in section 5.02(b)
of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT B-6
(FORM
OF
CLASS M-6 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$3,076,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$3,076,000
|
CUSIP:
|
57645T
AN7
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class M-6
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Each
transferee shall be deemed to have made the representations in section 5.02(b)
of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT B-7
(FORM
OF
CLASS M-7 CERTIFICATE)
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$4,306,000
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$4,306,000
|
CUSIP:
|
57645T
AP2
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class M-7
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that CEDE & CO. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect
to a
Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the “Depositor”). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of
the Cut-off Date specified above (the “Agreement”) among the Depositor,
UBS Real Estate Securities Inc., as transferor (the “Transferor”), Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”), as trust administrator (in such capacity, the “Trust
Administrator”), as custodian (in such capacity, the “Custodian”) and
as credit risk manager (in such capacity, the “Credit Risk Manager”), and
U.S. Bank National Association, as trustee (the
“Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Each
transferee shall be deemed to have made the representations in section 5.02(b)
of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT C
[RESERVED]
EXHIBIT D-1
(FORM
OF CLASS C CERTIFICATE)
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE EXCEPT IN ACCORDANCE WITH
SECTION 5.02(b) OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Pass-Through
Rate:
|
Variable
in accordance with the Agreement
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”):
|
$6,153,944.85
|
Initial
Certificate Principal Balances of all Certificates of this
Class:
|
$6,153,944.85
|
CUSIP:
|
57645T
AQ0
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class C
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance at any time
may be less than the Certificate Principal Balance as set forth
herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Transferor, the Master
Servicer, the Trust Administrator, the Credit Risk Manager, the Custodian or
the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that Xxxxx Fargo Bank, N.A. as Indenture Trustee is the registered
owner of the Percentage Interest evidenced by this Certificate in certain
monthly distributions with respect to a Trust Fund consisting primarily of
the
Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc.
(the “Depositor”). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the “Agreement”) among the Depositor, UBS Real Estate Securities Inc.,
as transferor (the “Transferor”), Xxxxx Fargo Bank, N.A., as master
servicer (in such capacity, the “Master Servicer”), as trust
administrator (in such capacity, the “Trust Administrator”), and as
custodian (in such capacity, the “Custodian”) and as credit risk manager
(in such capacity, the “Credit Risk Manager”), and U.S. Bank National
Association, as trustee (the “Trustee”). Distributions on this
Certificate will be made primarily from collections on the applicable Mortgage
Loans pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned
in
the Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the 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 Trust
Administrator in writing the facts surrounding the transfer. In the
event that such a transfer is to be made within three years from the date of
the
initial issuance of Certificates pursuant hereto, there shall also be delivered
(except in the case of a transfer pursuant to Rule 144A of the Securities Act)
to the Trust Administrator an Opinion of Counsel that such transfer may be
made
pursuant to an exemption from the Securities Act and such state securities
laws,
which Opinion of Counsel shall not be obtained at the expense of the Trustee,
the Master Servicer, the Trust Administrator or the Depositor. The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trustee and the Trust Administrator and the Depositor against
any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
transfer of this certificate shall be made except in accordance with section
5.02(b) of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT
D-2
(FORM
OF
CLASS P CERTIFICATE)
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL
OR
OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) FOR SO LONG AS THIS CERTIFICATE
IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT (“RULE 144A”), TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(C) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501
(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT, SUBJECT
IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR
TO
THE TRUST ADMINISTRATOR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON
THE LAST PAGE OF THIS CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE EXCEPT IN ACCORDANCE WITH
SECTION 5.02(b) OF THE POOLING AND SERVICING AGREEMENT.
THIS
CERTIFICATE IS ENTITLED TO DISTRIBUTIONS SOLELY AS PROVIDED IN THE AGREEMENT
REFERENCED HEREIN.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Initial
Certificate Principal Balance of this Certificate:
|
$100
|
CUSIP:
|
57645T
AR8
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class
P
evidencing a percentage interest in the
Class P Prepayment Charges
Mortgage
Asset Securitization Transactions, Inc., as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Master Servicer, the Trust Administrator,
the
Credit Risk Manager, the Trustee or the Custodian referred to below or any
of
their respective affiliates. Neither this Certificate nor the Mortgage Loans
are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that Xxxxx Fargo Bank, N.A., as Indenture Trustee is the registered
owner of the Percentage Interest evidenced by this Certificate in the Class
P
Prepayment Charges with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc.
(the “Depositor”). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the date specified above (the
“Agreement”) among the Depositor, UBS Real Estate Securities Inc., as
transferor (the “Transferor”), Xxxxx Fargo Bank, National Association, as
master servicer (in such capacity, the “Master Servicer”), trust
administrator (in such capacity, the “Trust Administrator”), as custodian
(in such capacity, the “Custodian”) and as credit risk manager (in such
capacity, the “Credit Risk Manager”), and U.S. Bank National Association,
as trustee (the “Trustee”). Distributions on this Certificate will be
made from Class P Prepayment Charges pursuant to the terms of the Agreement.
To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is
to be
made in reliance upon an exemption from the 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 Trust Administrator in writing
the facts surrounding the transfer or there shall be delivered to the Trust
Administrator at the expense of the transferor an Opinion of Counsel addressed
to the Trust Administrator that such transfer may be made pursuant to an
exemption from the Securities Act. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trust Administrator,
the
Trustee, the Master Servicer and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No
transfer of this certificate shall be made except in accordance with section
5.02(b) of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT
D-3
(FORM
OF
CLASS R CERTIFICATE)
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A
“REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”). TRANSFERS OF THIS CERTIFICATE TO ANY PERSON WHO
IS NOT A PERMITTED TRANSFEREE, AS SET FORTH IN SECTION 5.02(C) OF THE
AGREEMENT IS PROHIBITED.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE EXCEPT IN ACCORDANCE WITH
SECTION 5.02(b) OF THE POOLING AND SERVICING AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) THAT 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, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
THE
ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Aggregate
Percentage Interest of the Class R Certificates as of the Issue
Date:
|
100.00%
|
CUSIP:
|
57645T
AS6
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class
R
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Transferor, the Master Servicer, the Trust
Administrator, the Custodian, the Credit Risk Manager or the Trustee referred
to
below or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency
or
instrumentality.
This
certifies that UBS Securities LLC is the registered owner of the Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
by
Mortgage Asset Securitization Transactions, Inc. (the
“Depositor”). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, UBS Real Estate Securities Inc., as
transferor (the “Transferor”), Xxxxx Fargo Bank, N.A., as master servicer
(in such capacity, the “Master Servicer”), as trust administrator (in
such capacity, the “Trust Administrator”), as custodian (in such
capacity, the “Custodian”) and as credit risk manager (in such capacity,
the “Credit Risk Manager”), and U.S. Bank National Association, as
trustee (the “Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Any
distribution of the proceeds of any remaining assets of the Trust Fund will
be
made only upon presentment and surrender of this Class R Certificate at the
Corporate Trust Office of the Trust Administrator.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class R Certificates have been designated as a residual interest in a REMIC,
(B)
it will include in its income a pro rata share of the net income of the
Trust Fund and that such income may be an “excess inclusion,” as defined in the
Code, that, with certain exceptions, cannot be offset by other losses or
benefits from any tax exemption, and (C) it expects to have the financial means
to satisfy all of its tax obligations including those relating to holding the
Class R Certificates. Notwithstanding the registration in the Certificate
Register of any transfer, sale or other disposition of this Certificate to
a
Disqualified Organization or an agent (including a broker, nominee or middleman)
of a Disqualified Organization, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Certificateholder for any purpose, including, but not limited to, the receipt
of
distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
No
transfer of this certificate shall be made except in accordance with section
5.02(b) of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
EXHIBIT
D-4
(FORM
OF
CLASS R-X CERTIFICATE)
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A
“REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”). TRANSFERS OF THIS CERTIFICATE TO ANY PERSON WHO
IS NOT A PERMITTED TRANSFEREE, AS SET FORTH IN SECTION 5.02(C) OF THE
AGREEMENT IS PROHIBITED.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE EXCEPT IN ACCORDANCE WITH
SECTION 5.02(b) OF THE POOLING AND SERVICING AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) THAT 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, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
THE
ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
Certificate
No.:
|
1
|
Cut-off
Date:
|
July
1, 2007
|
First
Distribution Date:
|
August
25, 2007
|
Last
Scheduled Distribution Date:
|
August
25, 2037
|
Aggregate
Percentage Interest of the Class R-X Certificates as of the Issue
Date:
|
100.00%
|
CUSIP:
|
57645T
AT4
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
Class
R-X
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
secured by first liens on one- to four-family residential
properties
Mortgage
Asset Securitization Transactions, Inc., as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Transferor, the Master Servicer, the Trust
Administrator, the Custodian, the Credit Risk Manager or the Trustee referred
to
below or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency
or
instrumentality.
This
certifies that UBS Securities LLC is the registered owner of the Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
by
Mortgage Asset Securitization Transactions, Inc. (the
“Depositor”). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, UBS Real Estate Securities Inc., as
transferor (the “Transferor”), Xxxxx Fargo Bank, N.A., as master servicer
(in such capacity, the “Master Servicer”), as trust administrator (in
such capacity, the “Trust Administrator”), as custodian (in such
capacity, the “Custodian”) and as credit risk manager (in such capacity,
the “Credit Risk Manager”), and U.S. Bank National Association, as
trustee (the “Trustee”). Distributions on this Certificate will be made
primarily from collections on the applicable Mortgage Loans pursuant to the
terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Any
distribution of the proceeds of any remaining assets of the Trust Fund will
be
made only upon presentment and surrender of this Class R-X Certificate at the
Corporate Trust Office of the Trust Administrator.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class R-X Certificates have been designated as a residual interest in a REMIC,
(B) it will include in its income a pro rata share of the net income of
the Trust Fund and that such income may be an “excess inclusion,” as defined in
the Code, that, with certain exceptions, cannot be offset by other losses or
benefits from any tax exemption, and (C) it expects to have the financial means
to satisfy all of its tax obligations including those relating to holding the
Class R-X Certificates. Notwithstanding the registration in the Certificate
Register of any transfer, sale or other disposition of this Certificate to
a
Disqualified Organization or an agent (including a broker, nominee or middleman)
of a Disqualified Organization, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Certificateholder for any purpose, including, but not limited to, the receipt
of
distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
No
transfer of this certificate shall be made except in accordance with section
5.02(b) of the Pooling and Servicing Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated: July
__, 2007
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|||||
|
By:
|
||||
Countersigned: | |||||
By: | |||||
Authorized
Signatory of
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
EXHIBIT E-1
[RESERVED]
EXHIBIT
E-2
[RESERVED]
EXHIBIT F
(Form
of
Reverse of Certificates)
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Pass-Through Certificates, Series 2007-HF2
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Asset Securitization Transactions, Inc. MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass-Through Certificates, of the Series specified
on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the “Distribution Date”), commencing on the first
Distribution Date specified on the face hereof, to the Person in whose name
this
Certificate is registered at the close of business on the applicable Record
Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Certificates
of the Class to which this Certificate belongs on such Distribution Date
pursuant to the Agreement. [For the Senior Certificates and the
Mezzanine Certificates only] [The Record Date applicable to each
Distribution Date is the Business Day immediately preceding the related
Distribution Date]. [For the classes other than the Senior Certificates
and the Mezzanine Certificates only] [The Record Date applicable to each
Distribution Date is the last Business Day of the month preceding the month
in
which the related Distribution Date occurs].
Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trust Administrator in writing at least five Business Days prior
to
the related Record Date and such Certificateholder shall satisfy the conditions
to receive such form of payment set forth in the Agreement, or, if not, by
check
mailed by first class mail to the address of such Certificateholder appearing
in
the Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the Corporate Trust Office of the Trust Administrator or such
other location specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Transferor, the Depositor, the Master Servicer, the Trust
Administrator, the Custodian and the Trustee with the consent of the Holders
of
Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the offices that the Trust Administrator designates for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trust Administrator and the Certificate Registrar duly executed by the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
Fund will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust 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 Trust Administrator and the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trust Administrator, the Trustee, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date on which the aggregate Principal Balance of the Mortgage
Loans
and each REO Property remaining in the Trust Fund on such date is reduced to
less than 10% of the aggregate Principal Balance of the Mortgage Loans as of
the
Cut-off Date, the Auction Initiator may direct the Trust Administrator to
conduct an auction to sell all remaining Mortgage Loans and all property
acquired in respect of the Mortgage Loans or to have the Master Servicer
purchase all remaining Mortgage Loans and all property acquired in respect
of
the Mortgages Loans, as applicable, at a purchase price determined as provided
in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon the later of the maturity or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund
or
the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In noevent, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the
last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.
Any
term
used herein that is defined in the Agreement shall have the meaning assigned
in
the Agreement, and nothing herein shall be deemed inconsistent with that
meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust Fund.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
Signature by or on behalf of assignor |
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
to
|
,
|
||||
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.
|
STATE
OF
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
|
)
|
On
the day of _______, 200_ before me, a notary public in and for said
State, personally appeared ___________________________________, known to me
who,
being by me duly sworn, did depose and say that he executed the foregoing
instrument.
Notary Public |
[Notarial
Seal]
EXHIBIT G
FORM
OF
INITIAL CERTIFICATION OF CUSTODIAN
[date]
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
XX 00000
U.S.
Bank
National Association, as trustee
00
Xxxxxxxxxx Xxxxxx, XX-XX-XX0X,
Xx.
Xxxx,
Xxxxxxxxx 00000-0000
Attn:
Structured Finance/MARM 2007-HF2
Re:
|
Pooling
and Servicing Agreement, among Mortgage Asset Securitization Transactions,
Inc., as depositor, UBS Real Estate Securities Inc., as transferor,
Xxxxx
Fargo Bank, N.A., as master servicer, as trust administrator, as
custodian
and as credit risk manager, and U.S. Bank National Association, as
trustee, in connection with MASTR Adjustable Rate Mortgages Trust
2007-HF2, Mortgage Pass-Through Certificates,
Series 2007-HF2.
|
Gentlemen:
In
accordance with Section 2.02 of the above-captioned Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”), the undersigned, as
Custodian acting on behalf of the Trustee with respect to the related Mortgage
Loans, hereby certifies that, as to each related Mortgage Loan listed in the
Mortgage Loan Schedule (other than any related Mortgage Loan paid in full or
any
related Mortgage Loan listed on the attached schedule) it has
received:
(i) (a) the
original Mortgage Note or (b) with respect to any Lost Mortgage Note, a
lost note affidavit from the Depositor stating that the original Mortgage Note
was lost or destroyed; and
(ii) a
duly executed assignment of the Mortgage (which may be included in a blanket
assignment or assignments).
Based
on
its review and examination and only as to the foregoing documents, such
documents appear regular on their face and related to such Mortgage
Loan.
The
Custodian has made no independent examination of any documents contained in
each
related Mortgage File beyond the review specifically required in the Pooling
and
Servicing Agreement. The Custodian makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in each related Mortgage File
of
any of the related Mortgage Loans identified on the Mortgage Loan Schedule,
or
(ii) the collectability, insurability, effectiveness or suitability of any
such Mortgage Loan.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the Pooling and Servicing Agreement.
[NAME
OF CUSTODIAN],
as
Custodian
|
|||
|
By:
|
||
Name: | |||
Title: | |||
EXHIBIT H
FORM
OF
FINAL CERTIFICATION OF CUSTODIAN
[date]
U.S.
Bank
National Association, as trustee
00
Xxxxxxxxxx Xxxxxx, XX-XX-XX0X,
Xx.
Xxxx,
Xxxxxxxxx 00000-0000
Attn:
Structured Finance/MARM 2007-HF2
UBS
Real
Estate Securities Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
XX 00000
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
XX 00000
Re:
|
Pooling
and Servicing Agreement, among Mortgage Asset Securitization Transactions,
Inc., as depositor, UBS Real Estate Securities Inc., as transferor,
Xxxxx
Fargo Bank, N.A., as master servicer, as trust administrator, as
custodian
and as credit risk manager, and U.S. Bank National Association, as
trustee, in connection with MASTR Adjustable Rate Mortgages Trust
2007-HF2, Mortgage Pass-Through Certificates,
Series 2007-HF2.
|
Gentlemen:
In
accordance with Section 2.02 of the above-captioned Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”), the undersigned, as
Custodian acting on behalf of the Trustee with respect to the related Mortgage
Loans, hereby certifies that, as to each related Mortgage Loan listed in the
Mortgage Loan Schedule (other than any related Mortgage Loan paid in full or
any
related Mortgage Loan listed on the attached schedule) it has
received:
(i) the
original Mortgage Note endorsed in the form provided in Section 2.01(b) of
the Pooling and Servicing Agreement, with all intervening endorsements showing
a
complete chain of endorsement from the originator to the Person endorsing the
Mortgage Note.
(ii) The
original recorded Mortgage.
(iii) A
duly executed assignment of the Mortgage in the form provided in
Section 2.01(b) of the Pooling and Servicing Agreement, or, if the
Depositor has certified or the Custodian otherwise knows that the related
Mortgage has not been returned from the applicable recording office, a copy
of
the assignment of the Mortgage (excluding information to be provided by the
recording office).
(iv) The
original or duplicate original recorded assignment or assignments of the
Mortgage showing a complete chain of assignment from the originator to the
Depositor.
(v) The
original or duplicate original lender’s title policy and all riders
thereto.
Based
on
its review and examination and only as to the foregoing documents, (a) such
documents appear regular on their face and related to such Mortgage Loan, and
(b) the information set forth in items (1), (2), (3), (4), (9), (16) and
(21) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of
the Pooling and Servicing Agreement accurately reflects information set forth
in
the Mortgage File.
The
Custodian on behalf of the Trustee has made no independent examination of any
documents contained in each related Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement. The Custodian on
behalf of the Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each related Mortgage File of any of the related Mortgage
Loans identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage
Loan.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the Pooling and Servicing Agreement.
[NAME
OF CUSTODIAN],
as
Custodian
|
|||
|
By:
|
||
Name: | |||
Title: | |||
EXHIBIT I
FORM
OF
CLASS R AND R-X TRANSFER AFFIDAVIT
MASTR
ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2
Mortgage
Asset Securitization Transactions, Inc.
Mortgage
Pass-Through Certificates
Series 2007-HF2
STATE
OF
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
|
)
|
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of _______, the proposed Transferee of an Ownership
Interest in a Class R[-X] Certificate (the “Certificate”) issued pursuant
to the Pooling and Servicing Agreement dated as of July 1, 2007 (the
“Agreement”) among Mortgage Asset Securitization Transactions, Inc., as
depositor, UBS Real Estate Securities Inc., as transferor (the
“Transferor”), Xxxxx Fargo Bank, N.A., as master servicer (in such
capacity, the “Master Servicer”), as trust administrator (in such
capacity, the “Trust Administrator”), as custodian (in such capacity, the
“Custodian”) and as credit risk manager (in such capacity, the “Credit
Risk Manager”), and U.S. Bank National Association, as trustee (the
“Trustee”). Capitalized terms used, but not defined herein or
in Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or
(ii) as nominee, trustee or agent for another Person and has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is
false.
3. The
Transferee has been advised of, and understands that (i) a tax will be
imposed on Transfers of the Certificate to Persons that are Disqualified
Organizations; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman)
for
a Person that is a Disqualified Organization, on the agent; and (iii) the
Person otherwise liable for the tax shall be relieved of liability for the
tax
if the subsequent Transferee furnished to such Person an affidavit that such
subsequent Transferee is not a Disqualified Organization and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is a Disqualified Organization
is
the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is not a Disqualified Organization and the pass-through
entity does not have actual knowledge that such affidavit is false; provided,
that a pass-through entity which is an “electing large partnership” under the
Code will be subject to tax in all events. (For this purpose, a
“pass-through entity” includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.) The Transferee further understands that it may incur tax liabilities
with respect to the holding of the Certificate in excess of cash flows generated
thereby.
5. The
Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
(attached hereto as Exhibit 2 and incorporated herein by reference) and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the Transfer and mandatory
sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and
agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and
void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person that
the Transferee knows is not a Permitted Transferee. In connection
with any such Transfer by the Transferee, the Transferee agrees to deliver
to
the Trust Administrator a certificate substantially in the form set forth as
Exhibit I to the Agreement (a “Transferor Certificate”) to the effect that
such Transferee has no actual knowledge that the Person to which the Transfer
is
to be made is not a Permitted Transferee.
7. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate. The Transferee historically has paid its debts as they
have become due and intends to do so in the future. The Transferee
understands that the taxable income and tax liability with respect to this
Certificate will exceed distributions with respect to the Certificate in some
or
all periods and intends to pay all taxes with respect to the Certificate as
they
become due.
8. The
Transferee’s taxpayer identification number is __________.
9. The
Transferee is a U.S. Person as defined in Code Section 7701(a)(30) or is
not a U.S. Person and has furnished the Transferor and the Trust Administrator
with a duly completed Internal Revenue Service Form W-8ECI or any applicable
successor form.
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee will not cause income with respect to the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
U.S.
Person.
12. Check
one
of the following paragraphs:
□
The
present value of the anticipated tax liabilities associated with holding the
Certificate, as applicable, does not exceed the sum of:
(i) the
present value of any consideration given to the Transferee to acquire such
Certificate;
(ii) the
present value of the expected future distributions on such Certificate;
and
(iii) the
present value of the anticipated tax savings associated with holding such
Certificate as the related REMIC generates losses.
For
purposes of this calculation, (i) the Transferee is assumed to pay tax at the
highest rate currently specified in Section 11(b) of the Code (but the tax
rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to
the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by
the
Transferee.
□
The
transfer of the Certificate complies with U.S. Treasury Regulations Sections
1.860E-1(c)(5) and (6) and, accordingly,
(i) the
Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations
Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only
be
taxed in the United States;
(ii) at
the time of the transfer, and at the close of the Transferee’s two fiscal years
preceding the year of the transfer, the Transferee had gross assets for
financial reporting purposes (excluding any obligation of a person related
to
the Transferee within the meaning of U.S. Treasury Regulations Section
1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10
million;
(iii) the
Transferee will transfer the Certificate only to another “eligible corporation,”
as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a
transaction that satisfies the requirements of U.S. Treasury Regulations
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5);
and
(iv) the
Transferee determined the consideration paid to it to acquire the Certificate
based on reasonable market assumptions (including, but not limited to, borrowing
and investment rates, prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee) that it
has
determined in good faith.
□
None
of
the above.
13. The
Transferee is either: (i) not an employee benefit plan or other
retirement arrangement subject to Section 406 of ERISA and/or
Section 4975 of the Code, or a person acting for, on behalf of or with the
assets of, any such plan or arrangement or (ii) the Transferee has
delivered to the Trust Administrator an Opinion of Counsel satisfactory to
the
Trust Administrator to the effect that the purchase or holding of such
Certificate will not result in prohibited transactions under Section 406 of
ERISA and/or Section 4975 of the Code and will not subject the Trustee, the
Transferor, the Depositor, the Master Servicer or the Trust Administrator to
any
obligation in addition to those undertaken in the Agreement, which Opinion
of
Counsel shall not be an expense of such parties or the Trust Fund.
* * *
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
____________ day of __________________, 200_.
PRINT NAME OF TRANSFEREE | |||
By:
|
|||
Name | |||
Title | |||
[Corporate
Seal]
ATTEST:
|
|||
[Assistant] Secretary |
Personally
appeared before me the above-named _______, known or proved to me to be the
same
person who executed the foregoing instrument and to be the __________ of the
Transferee, and acknowledged that he executed the same as his free act and
deed
and the free act and deed of the Transferee.
Subscribed
and sworn before me this _______ day of _______, 200_.
NOTARY
PUBLIC
My
Commission expires the ______ day of ________________,
200_.
|
EXHIBIT 1
to
EXHIBIT I
Certain
Definitions
“Disqualified
Organization”: A Person specified in clauses (i)-(iv) of the
definition of “Permitted Transferee.”
“Ownership
Interest”: As to any Residual 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.
“Permitted
Transferee”: Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers’ cooperatives described in Section 521
of the Code) which is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in Section 860E(c)(l)
of the Code) with respect to any Residual Certificate, (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code,
(v) a Person that is not a citizen or resident of the United States, a
corporation, partnership (except as provided in applicable Treasury
Regulations), or other entity created or organized in or under the laws of
the
United States or any state thereof or the District of Columbia, an estate whose
income is subject to United States federal income tax purposes regardless of
its
source or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more persons
described in this clause (v) have the authority to control all substantial
decisions of the trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on September 20, 1996 which are
eligible to elect to be treated as United States persons) unless such Person
has
furnished the transferor and the Trust Administrator with a duly completed
Internal Revenue Service Form W-8ECI or any applicable successor form,
(vi) any Person with respect to whom income on any residual certificate is
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable treaty, of such Person or any other U.S. Person and
(vii) any other Person so designated by the Depositor based upon an Opinion
of
Counsel that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause a REMIC hereunder to fail to qualify as a REMIC at any
time that the Certificates are outstanding. The terms “United
States,” “State” and “International Organization” shall have the meanings set
forth in Section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States
or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of the Xxxxxxx Mac, a
majority of its board of directors is not selected by such government
unit.
“Person”: Any
individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
“Transfer”: Any
direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
“Transferee”: Any
Person who is acquiring by Transfer any Ownership Interest in a Residual
Certificate.
EXHIBIT 2
to
EXHIBIT I
Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trust
Administrator of any change or impending change in its status as a Permitted
Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Trust Administrator shall not register
the Transfer of any Residual Certificate unless, in addition to the certificates
required to be delivered to the Trust Administrator under subparagraph (b)
above, the Trust 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 I.
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to
whom such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
such Person is acting as nominee, trustee or agent in connection with any
Transfer of a Residual Certificate and (C) not to Transfer its Ownership
Interest in a Residual Certificate or to cause the Transfer of an Ownership
Interest in a Residual Certificate to any other Person if it has actual
knowledge that such Person is not a Permitted Transferee.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 5.02(c) shall be
absolutely null and void and shall vest no rights in the purported
Transferee. If any purported transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this
Section 5.02(c), then the last preceding Permitted Transferee shall be
restored to all rights as Holder thereof retroactive to the date of registration
of Transfer of such Residual Certificate. The Trust Administrator
shall be under no liability to any Person for any registration of Transfer
of a
Residual Certificate that is in fact not permitted by Section 5.02(b) and
this Section 5.02(c) or for making any payments due on such Certificate to
the Holder thereof or taking any other action with respect to such Holder under
the provisions of this Agreement so long as the Transfer was registered after
receipt of the related Transfer Affidavit, Transferor Certificate and either
the
Rule 144A Letter or the Investment Letter. The Trust 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 Trust Administrator
shall be paid and delivered by the Trust Administrator to the last preceding
Permitted Transferee of such Certificate.
(v) The
Depositor shall use its best efforts to make available, upon receipt of written
request from the Trust 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 described in clauses (i) through (iv) of the definition
thereof.
The
restrictions on Transfers of a Residual Certificate set forth in this
Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trust Administrator of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee,
the Loan Seller, the Transferors, the Master Servicer or the Trust
Administrator, to the effect that the elimination of such restrictions will
not
cause a REMIC hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the
Trust
Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Residual Certificate hereby consents
to
any amendment of this Agreement which, based on an Opinion of Counsel furnished
to the Trust 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 which is held by a Person that is not a Permitted
Transferee to a Holder that is a Permitted Transferee.
EXHIBIT J
FORM
OF
TRANSFEROR CERTIFICATE
Date |
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, N.A., as Trust Administrator
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attention:
Re:
|
Mortgage
Asset Securitization Transactions, Inc., MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass-Through Certificates, Series 2007-HF2,
Class R[-X]
|
Ladies
and Gentlemen:
In
connection with our disposition of the above Certificates we certify that
(a) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or
taken
any other action which would result in, a violation of Section 5 of the
Securities Act of 1933, as amended and (b) to the extent we are disposing
of a Class R[-X] Certificate, (i) we have no knowledge the Transferee is not
a
Permitted Transferee, (ii) after conducting a reasonable investigation of
the financial condition of the Transferee, we have no reason to believe that
the
Transferee will not pay taxes with respect to the Class R[-X] Certificate when
due, and (iii) we have no reason to believe that the statements made in
paragraphs 7, 10 and 11 of the Transferee’s Transfer Affidavit are
false.
Very truly yours, | |||
Print Name of Transferor | |||
By:
|
|||
Authorized Officer | |||
EXHIBIT K
FORM
OF
INVESTMENT LETTER (NON-RULE 144A)
Date |
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, N.A., as Trust Administrator
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attention:
Re:
|
Mortgage
Asset Securitization Transactions, Inc., MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass-Through Certificates, Series 2007-HF2,
Class [__________]
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that
(a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the “Act”), or any state securities
laws and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers
from the Depositor concerning the purchase of the Certificates and all matters
relating thereto or any additional information deemed necessary to our decision
to purchase the Certificates, (d) in the case of a Class P, C, R or R-X
Certificate, either (i) we are not an employee benefit plan or other retirement
arrangement subject to Section 406 of ERISA and/or Section 4975 of the
Code, or a person acting for, on behalf of or with the assets of, any such
plan
or arrangement or (ii) we have provided the Trust Administrator with a
satisfactory Opinion of Counsel as required in the Agreement to the effect
that
the purchase or holding of such Certificate will not result in prohibited
transactions under Section 406 of ERISA and/or Section 4975 of the Code and
will
not subject the Trustee, the Transferor, the Depositor, the Master Servicer
or
the Trust Administrator to any obligation in addition to those undertaken in
the
Agreement, (e) we are acquiring the Certificates for investment for our own
account and not with a view to any distribution of such Certificates (but
without prejudice to our right at all times to sell or otherwise dispose of
the
Certificates in accordance with clause (i) below), (f) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(i) below), (g) we have not offered or sold any Certificates to, or
solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any
other action which would result in a violation of Section 5 of the Act, and
(h) we will not sell, transfer or otherwise dispose of any Certificates
unless (1) such sale, transfer or other disposition is made pursuant to an
effective registration statement under the Act or is exempt from such
registration requirements, and if requested, we will at our expense provide
an
opinion of counsel satisfactory to the addressees of this Certificate that
such
sale, transfer or other disposition may be made pursuant to an exemption from
the Act, (2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied
with any conditions for transfer set forth in the Pooling and Servicing
Agreement.
Very truly yours, | |||
Print Name of Transferor | |||
By:
|
|||
Authorized Officer | |||
EXHIBIT L
FORM
OF
RULE 144A LETTER
[Date] |
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, N.A., as Trust Administrator
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attention:
Re:
|
Mortgage
Asset Securitization Transactions, Inc., MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass-Through Certificates, Series 2007-HF2,
Class [_______________]
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that
(a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the “Act”), or any state securities
laws and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers
from the Depositor concerning the purchase of the Certificates and all matters
relating thereto or any additional information deemed necessary to our decision
to purchase the Certificates, (d) in the case of a Class P, C, R, or R-X
Certificate, either (i) we are not an employee benefit plan or other
retirement arrangement subject to Section 406 of ERISA and/or Section 4975
of the Code, or a person acting for, on behalf of or with the assets of, any
such plan or arrangement or (ii) we have provided the Trust Administrator with
a
satisfactory Opinion of Counsel as required in the Agreement to the effect
that
the purchase or holding of such Certificate will not result in prohibited
transactions under Section 406 of ERISA and/or Section 4975 of the Code and
will
not subject the Trustee, the Transferor, the Depositor, the Master Servicer
or
the Trust Administrator to any obligation in addition to those undertaken in
the
Agreement, (e) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or solicited
any
offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the
Securities Act or require registration pursuant thereto, nor will act, nor
has
authorized or will authorize any person to act, in such manner with respect
to
the Certificates and (f) we are a “qualified institutional buyer” as that term
is defined in Rule 144A under the Securities Act and have completed either
of
the forms of certification to that effect attached hereto as Annex 1 or Annex
2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for
resale pursuant to Rule 144A and further, understand that such Certificates
may
be resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own account or
for
the account of a qualified institutional buyer to whom notice is given that
the
resale, pledge or transfer is being made in reliance on Rule 144A, or
(ii) pursuant to another exemption from registration under the Securities
Act.
ANNEX
1
to
EXHIBIT L
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
(For
Transferees Other Than Registered Investment Companies)
The
undersigned (the “Buyer”) hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:
1. As
indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2. In
connection with purchases by the Buyer, the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because (i) the Buyer owned and/or invested on
a discretionary basis either at least $100,000 in securities or, if Buyer is
a
dealer, Buyer must own and/or invest on a discretionary basis at least
$10,000,000 in securities (except for the excluded securities referred to below)
as of the end of the Buyer’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
criteria in the category marked below.
· Corporation,
etc. The Buyer is a corporation (other than a bank, savings and
loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended.
· Bank. The
Buyer (a) is a national bank or banking institution organized under the
laws of any State, territory or the District of Columbia, the business of which
is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy
of
which is attached hereto.
· Savings
and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
· Broker-dealer. The
Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
· Insurance
Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of
risks underwritten by insurance companies and which is subject to supervision
by
the insurance commissioner or a similar official or agency of a State, territory
or the District of Columbia.
· State
or Local Plan. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its
employees.
· ERISA
Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
· Investment
Advisor. The Buyer is an investment advisor registered under the
Investment Advisors Act of 1940.
· Small
Business Investment Company. Buyer is a small business investment
company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of
1958.
· Business
Development Company. Buyer is a business development company as
defined in Section 202(a)(22) of the Investment Advisors Act of
1940.
3. The
term “securities” as used herein does not include
(i) securities of issuers that are affiliated with the Buyer,
(ii) securities that are part of an unsold allotment to or subscription by
the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed
by the U.S. or any instrumentality thereof, (iv) bank deposit notes and
certificates of deposit, (v) loan participations, (vi) repurchase
agreements, (vii) securities owned but subject to a repurchase agreement
and (viii) currency, interest rate and commodity swaps.
4. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred
to in
the preceding paragraph, except (i) where the Buyer reports its securities
holdings in its financial statements on the basis of their market value, and
(ii) no current information with respect to the cost of those securities
has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. Further, in
determining such aggregate amount, the Buyer may have included securities owned
by subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries
are
managed under the Buyer’s direction. However, such securities were
not included if the Buyer is a majority-owned, consolidated subsidiary of
another enterprise and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.
5. The
Buyer acknowledges that it is familiar with Rule 144A and understands that
the
seller to it and other parties related to the Certificates are relying and
will
continue to rely on the statements made herein because one or more sales to
the
Buyer may be in reliance on Rule 144A.
6. Until
the date of purchase of the Rule 144A Securities, the Buyer will notify each
of
the parties to which this certification is made of any changes in the
information and conclusions herein. Until such notice is given, the
Buyer’s purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the
Buyer is a bank or savings and loan is provided above, the Buyer agrees that
it
will furnish to such parties updated annual financial statements promptly after
they become available.
Print Name of Buyer | |||
By:
|
|||
Name: | |||
Title: | |||
Date: |
ANNEX
2
to
EXHIBIT L
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
(For
Transferees That are Registered Investment Companies)
The
undersigned (the “Buyer”) hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:
1. As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act of 1933, as amended (“Rule 144A”), because Buyer is part of a Family
of Investment Companies (as defined below), is such an officer of the
Adviser.
2. In
connection with purchases by Buyer, the Buyer is a “qualified institutional
buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of 1940, as amended and
(ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer’s most recent fiscal
year. For purposes of determining the amount of securities owned by
the Buyer or the Buyer’s Family of Investment Companies, the cost of such
securities was used, except (i) where the Buyer or the Buyer’s Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with
respect to the cost of those securities has been published. If clause
(ii) in the preceding sentence applies, the securities may be valued at
market.
___
The
Buyer owned $_______ in securities (other than the excluded securities referred
to below) as of the end of the Buyer’s most recent fiscal year (such amount
being calculated in accordance with Rule 144A).
___
The
Buyer is part of a Family of Investment Companies which owned in the aggregate
$_______ in securities (other than the excluded securities referred to below)
as
of the end of the Buyer’s most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The
term “Family of Investment Companies” as used herein means two or more
registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The
term “securities” as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer’s Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or
any instrumentality thereof, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.
5. The
Buyer is familiar with Rule 144A and understands that the parties listed in
the
Rule 144A Transferee Certificate to which this certification relates are relying
and will continue to rely on the statements made herein because one or more
sales to the Buyer will be in reliance on Rule 144A. In addition, the
Buyer will only purchase for the Buyer’s own account.
6. Until
the date of purchase of the Certificates, the undersigned will notify the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer’s purchase of the
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.
Print Name of Buyer or Adviser | |||
By:
|
|||
Name: | |||
Title: | |||
IF AN ADVISER: | |||
Print Name of Buyer | |||
Date: |
EXHIBIT
M
FORM
OF
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx
Fargo Bank, N.A.
0000
00xx Xxxxxx X.X.
Xxxxxxxxxxx,
XX 00000-0000
Attn: Inventory
Control—MARM 2007-HF2
|
Re:
|
Pooling
and Servicing Agreement, dated as of July 1, 2007, by and among Mortgage
Asset Securitization Transactions, Inc., as depositor, UBS Real Estate
Securities Inc., as transferor, Xxxxx Fargo Bank, N.A., as master
servicer, as trust administrator, as custodian and as credit risk
manager,
and U.S. Bank National Association, as
trustee.
|
In
connection with the administration
of the related Mortgage Loans held by you as Custodian 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. If such Mortgage Loan is being
repurchased, we hereby certify that the Purchase Price for such Mortgage Loan
has been paid.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
_______ 1. Mortgage
Paid in Full
_______ 2. Foreclosure
_______ 3. Substitution
_______ 4. Other
Liquidation (Repurchases, etc.)
_______ 5. Nonliquidation
Reason:____________________________________
Address
to which Custodian should
Deliver
the Mortgage File:
__________________________________________
__________________________________________
__________________________________________
By: | |||||
|
(authorized
signer)
|
||||
Issuer:
|
|
||||
Address:
|
|
||||
Date: |
Custodian
Xxxxx
Fargo Bank, N.A.
Please
acknowledge the execution of the above request by your signature and date
below:
Signature |
Date
|
||
|
|||
Documents returned to Custodian: |
|
||
Custodian | Date |
EXHIBIT
N
FORM
OF
XXXXXXXX-XXXXX CERTIFICATION
[DATE]
|
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Re:
|
MASTR
Adjustable Rate Mortgages Trust 2007-HF2, Mortgage Pass-Through
Certificates, Series 2007-HF2
|
I,
[identify the certifying individual], certify that:
1. I
have reviewed the report on Form 10-K and all reports on Form 10-D required
to
be filed in respect of the period covered by this report on Form 10-K of MASTR
Adjustable Rate Mortgages Trust 2007-HF2, Mortgage Pass-Through Certificates,
Series 2007-HF2 (the “Exchange Act periodic reports”);
2. Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on my knowledge, all of the distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this report
is
included in the Exchange Act periodic reports;
4. [I
am responsible for reviewing the activities performed by the servicer(s) and
based on my knowledge and the compliance review(s) conducted in preparing the
servicer compliance statement(s) required in this report under Item 1123 of
Regulation AB, and except as disclosed in the Exchange Act periodic reports,
the
servicer(s) [has/have] fulfilled [its/their] obligations under the servicing
agreement(s) in all material respects; and]
5. All
of the reports on assessment of compliance with servicing criteria for ABS
and
their related attestation reports on assessment of compliance with servicing
criteria for asset-backed securities required to be included in this report
in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18 have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K.
[In
giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties [name of servicer,
sub-servicer, co-servicer, depositor or trustee].]
Date: | ||||
|
||||
[Signature]
[Title]
|
EXHIBIT
O
Form
of
Cap Contract
|
|
Date:
|
26
July
2007
|
To:
|
XXXXX
FARGO BANK N.A., not individually, but solely as Supplemental
Interest Trust Trustee on behalf of the Supplemental Interest Trust
with
respect to the MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass Through Certificates,
Series 2007-HF2
("Counterparty" or
“Party
B”)
|
Fax
No:
|
0000000000000
|
From:
|
UBS
AG, LONDON BRANCH ("UBS
AG")
|
Subject:
|
Interest
Rate Cap
Transaction
|
UBS
AG Ref: 37748816
(the
"Transaction")
|
|
Dear
Sirs,
The
purpose of this communication is to
confirm the terms and conditions of the Transaction entered into between us
on
the Trade Date specified below. This Confirmation constitutes a "Confirmation"
as referred to in the Master Agreement or Agreement specified
below.
The
definitions and provisions contained
in the 2000 ISDA
Definitions, as published by the
International Swaps and Derivatives Association, Inc., are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions
and this Confirmation, this Confirmation will govern.
This
Confirmation will supplement, form a
part of, and be subject to the
Master Agreement dated as of July 31,
2007 between UBS
AG and Counterparty. .
In the event of any inconsistency
between the provisions of any such Agreement and this Confirmation, this
Confirmation will prevail for the purposes of this
Transaction.
The
terms of the particular Rate Swap
Transaction to which this
Confirmation relates are as follows:
General
Terms
Trade
Date:
|
26
July 2007 (time of execution
available upon request)
|
|||
Effective
Date:
|
25
March
2009
|
|||
Termination
Date:
|
25
July 2014, subject to adjustment in accordance with
the Modified Following Business Day Convention,
provided,
however, that for the purpose of determining the final Fixed Rate
Payer
Period End Date, Termination Date shall be subject to No
Adjustment
|
|||
Notional
Amount:
|
Initially
USD 407,928.57
amortizing
as
per the Amortizing Schedule
below
|
|||
Scale
Factor:
|
350
|
From
and
including
|
To
but
excluding
|
Notional
Amount
|
Effective
Date
|
25
April
2009
|
USD
407,928.57
|
25
April
2009
|
25
May 2009
|
USD
416,808.57
|
25
May 2009
|
25
June
2009
|
USD
424,565.71
|
25
June
2009
|
25
July
2009
|
USD
431,271.43
|
25
July
2009
|
25
August
2009
|
USD
436,994.29
|
25
August
2009
|
25
September
2009
|
USD
441,797.14
|
25
September
2009
|
25
October
2009
|
USD
445,742.86
|
25
October
2009
|
25
November
2009
|
USD
448,888.57
|
25
November
2009
|
25
December
2009
|
USD
451,285.71
|
25
December
2009
|
25
January
2010
|
USD
452,985.71
|
25
January
2010
|
25
February
2010
|
USD
454,037.14
|
25
February
2010
|
25
March
2010
|
USD
454,488.57
|
25
March
2010
|
25
April
2010
|
USD
454,377.14
|
25
April
2010
|
25
May 2010
|
USD
453,745.71
|
25
May 2010
|
25
June
2010
|
USD
452,634.29
|
25
June
2010
|
25
July
2010
|
USD
451,077.14
|
25
July
2010
|
25
August
2010
|
USD
449,111.43
|
25
August
2010
|
25
September
2010
|
USD
446,762.86
|
25
September
2010
|
25
October
2010
|
USD
444,065.71
|
25
October
2010
|
25
November
2010
|
USD
441,045.71
|
25
November
2010
|
25
December
2010
|
USD
437,728.57
|
25
December
2010
|
31
January
2011
|
USD
434,145.71
|
25
January
2011
|
25
February
2011
|
USD
430,314.29
|
25
February
2011
|
25
March
2011
|
USD
426,257.14
|
25
March
2011
|
25
April
2011
|
USD
421,997.14
|
25
April
2011
|
25
May 2011
|
USD
417,554.29
|
25
May 2011
|
25
June
2011
|
USD
412,945.71
|
25
June
2011
|
25
July
2011
|
USD
408,188.57
|
25
July
2011
|
25
August
2011
|
USD
403,297.14
|
25
August
2011
|
25
September
2011
|
USD
398,291.43
|
25
September
2011
|
25
October
2011
|
USD
393,182.86
|
25
October
2011
|
25
November
2011
|
USD
387,982.86
|
25
November
2011
|
25
December
2011
|
USD
382,705.71
|
25
December
2011
|
30
January
2012
|
USD
377,362.86
|
25
January
2012
|
25
February
2012
|
USD
371,965.71
|
25
February
2012
|
25
March
2012
|
USD
366,522.86
|
25
March
2012
|
25
April
2012
|
USD
361,048.57
|
25
April
2012
|
25
May 2012
|
USD
355,542.86
|
25
May 2012
|
25
June
2012
|
USD
350,034.29
|
25
June
2012
|
25
July
2012
|
USD
344,522.86
|
25
July
2012
|
25
August
2012
|
USD
445,274.29
|
25
August
2012
|
25
September
2012
|
USD
434,714.29
|
25
September
2012
|
25
October
2012
|
USD
424,405.71
|
25
October
2012
|
25
November
2012
|
USD
414,340.00
|
25
November
2012
|
25
December
2012
|
USD
404,511.43
|
25
December
2012
|
25
January
2013
|
USD
394,917.14
|
25
January
2013
|
25
February
2013
|
USD
385,551.43
|
25
February
2013
|
25
March
2013
|
USD
376,408.57
|
25
March
2013
|
25
April
2013
|
USD
367,480.00
|
25
April
2013
|
25
May 2013
|
USD
358,765.71
|
25
May 2013
|
25
June
2013
|
USD
350,257.14
|
25
June
2013
|
25
July
2013
|
USD
341,951.43
|
25
July
2013
|
25
August
2013
|
USD
333,840.00
|
25
August
2013
|
25
September
2013
|
USD
325,922.86
|
25
September
2013
|
25
October
2013
|
USD
318,194.29
|
25
October
2013
|
25
November
2013
|
USD
310,648.57
|
25
November
2013
|
25
December
2013
|
USD
303,280.00
|
25
December
2013
|
25
January
2014
|
USD
296,085.71
|
25
January
2014
|
25
February
2014
|
USD
289,062.86
|
25
February
2014
|
25
March
2014
|
USD
282,208.57
|
25
March
2014
|
25
April
2014
|
USD
275,514.29
|
25
April
2014
|
25
May 2014
|
USD
268,980.00
|
25
May 2014
|
25
June
2014
|
USD
262,602.86
|
25
June
2014
|
Termination
Date
|
USD
256,374.29
|
Seller
of the
Cap:
|
UBS
AG
|
Buyer
of the
Cap:
|
Counterparty
|
Calculation
Agent:
|
UBS
AG, unless otherwise stated in
the Schedule to the Master Agreement
|
Business
Days:
|
New
York
|
Broker:
|
None
|
Fixed
Amounts
Fixed
Amount
Payer:
|
Counterparty
|
Fixed
Amount:
|
USD
1,239,000.00
|
Fixed
Amount
Payer
Payment
Date:
|
31
July 2007, subject to adjustment
in accordance with the Business Day Convention specified immediately
below
|
Business
Day
Convention:
|
Following
|
Floating
Amounts
Floating
Rate
Payer:
|
UBS
AG
|
Cap
Rate:
|
As
per the schedule shown
below
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
The
greater of
(1)
the product of (a) Scale Factor multiplied by (b) the Notional Amount
multiplied by (c) the Floating Rate Day Count Fraction multiplied
by (d)
the Floating Rate Option minus the Cap Rate; and (2)
0
|
From
and including
|
To
but
excluding
|
Cap
Rate
|
Effective
Date
|
25
July
2012
|
7.00
percent per
annum
|
25
July
2012
|
Termination
Date
|
6.75
percent per
annum
|
Floating
Rate
Option:
|
USD-LIBOR-BBA
|
Designated
Maturity:
|
1
month
|
Spread:
|
None
|
Floating
Rate Day Count
Fraction:
|
Actual/360
|
Floating
Rate Payer Period End
Dates:
|
25
January, 25 February, 25 March,
25 April, 25 May, 25 June, 25 July, 25 August, 25 September, 25 October,
25 November and 25 December in each year, from and including 25 April
2009, up to and including the Termination Date , subject to adjustment
in
accordance
with the Business Day
Convention
|
Floating
Rate Payer Payment
Dates
|
Early
payment shall be applicable. The Floating Rate Payer Payment
Date shall be one (1) Business Day prior to each Floating Rate Payer
Period End Date
|
Reset
Dates:
|
First
day of each Calculation
Period
|
Business
Day
Convention:
|
Following
|
Relationship
Between
Parties
Each
party will be deemed to represent
to the other party on the date on which it enters into this
Transaction that
(in the absence of a written agreement between the parties which expressly
imposes affirmative obligations to the contrary for this
Transaction):-
(a)
Non-Reliance. Each party is acting
for its own account, and has made its own independent
decisions to enter
into this Transaction and this Transaction is appropriate or proper for it
based
upon its own judgement and upon advice from such advisers as it has deemed
necessary. Each party is not relying on any communication (written
or oral) of the other party as
investment advice or as a recommendation to enter into this Transaction; it
being understood that information and explanation relating to the terms and
conditions of this Transaction shall not be considered investment
advice or a recommendation to enter
into this Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the expected
results of this Transaction.
(b)
Assessment and Understanding.
Each party is capable
of
assessing the merits of and understands (on its own behalf or through
independent professional advice), and accepts, the terms, conditions and risks
of this Transaction. Each party is also capable of assuming, and assumes, the
risks
of this
Transaction.
(c)
Status of the Parties. Neither party
is acting as a fiduciary for or as an adviser to the other in respect of this
Transaction.
References
in this clause to "a party"
shall, in the case of UBS AG, London Branch and where the context so allows, include
references to any
affiliate of UBS AG, London Branch.
Account
Details:
Currency:
|
USD
|
Favour:
|
UBS
AG, Stamford
Branch
|
Swift
Address:
|
XXXXXX00XXX
|
Further
Credit
To:
|
UBS
AG, London
Branch
|
Swift
Address:
|
XXXXXX0XXXX
|
Account
No:
|
101-WA-140007-000
|
Offices
(a)
The office of UBS AG for the Swap
Transaction is LONDON and
(b)
The office of the Counterparty for
the Swap Transaction is NEW YORK, NY.
Contact
Names
at
UBS
AG
Pre
Value
Payments:
|
Pre
Value Payment
Investigations:
|
(00)
00 0000
0000
|
Post
Value
Payments:
|
Post
Value Payment
Investigations:
|
(00)
00 0000
0000
|
Confirmation
Queries:
|
Confirmation
Control:
|
null
|
ISDA
Documentation:
|
Credit
Risk
Management:
|
(00)
00 0000
0000
|
Swift:
|
UBSWGB2L
|
|
Fax:
|
(00)
00 0000 0000 or
2990
|
|
Address:
|
000
Xxxxxxxxx Xxxxxx, Xxxxxx, XX0X
0XX UBS AG
|
Address
for notices or communications to Party B:
Address:
|
Xxxxx
Fargo Bank,
N.A.
|
|
0000
Xxx Xxxxxxxxx
Xxxx
|
||
Xxxxxxxx,
Xxxxxxxx 00000
|
||
Attention: Client
Manager –
MARM
2007-HF2
|
||
Facsimile
No.:
|
(000)
000-0000
|
|
Telephone
No.:
|
(000)
000-0000
|
Wiring
Instructions for Party B:
Party
B account details:
|
Xxxxx
Fargo Bank, N.A.
|
|
ABA
Number: 000-000-000
|
||
Account
Name: SAS Clearing
|
||
Acount
Number: 0000000000
|
||
For
further credit to: MARM 2007-HF2
|
||
Cap
Account: 00000000
|
Please
confirm that the foregoing
correctly sets forth the terms and conditions of our agreement by
executing a copy
of this Confirmation and returning it to us or by sending to us a letter or
facsimile substantially similar to this letter, which letter or facsimile sets
forth the material terms of the Transaction to which this Confirmation
relates and indicates your
agreement to those terms or by sending to us a return letter or facsimile in
the
form attached.
Yours
Faithfully
For
and on behalf of
UBS
AG LONDON BRANCH
By:
|
By:
|
||||
Name:
|
Xxxxxxxxxxx
Xxxxxx
|
Name:
|
Xxxxxxxx
XxXxxxxx
|
||
Title:
|
Director
|
Title:
|
Director
|
Acknowledged
and agreed by XXXXX FARGO
BANK N.A., NOT
individually, but solely as Supplemental Interest Trust Trustee on behalf of
the
Supplemental Interest Trust with respect to the MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass through Certificates, Series
2007-HF2 as
of the Trade Date specified
above:
By:
|
By:
|
||||
Name:
|
Name:
|
||||
Title:
|
Title:
|
UBS
AG London Branch, 0 Xxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX
UBS
AG is a member of the London Stock
Exchange and is authorised and regulated in the UK by the Financial Services
Authority
Representatives
of UBS Limited introduce
trades to UBS AG via UBS Limited
EXHIBIT
P
Form
of
Swap Agreement
|
Date:
|
27
July
2007
|
To:
|
XXXXX
FARGO BANK N.A., not individually, but solely as Supplemental
Interest Trust Trustee on behalf of the Supplemental Interest Trust
with
respect to the MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass Through Certificates,
Series 2007-HF2
("Counterparty"
or “Party
B”)
|
Fax
No:
|
0000000000000
|
From:
|
UBS
AG, LONDON BRANCH ("UBS
AG")
|
Subject:
|
Rate
Swap
Transaction
|
UBS
AG Ref: 37748844
(the
"Transaction")
|
|
Counterparty
Ref: Please
Advise
|
Dear
Sirs,
The
purpose of this communication is to
confirm the terms and conditions of the Transaction entered into between us
on
the Trade Date specified below. This Confirmation constitutes a "Confirmation"
as referred to in the Master Agreement or Agreement specified
below.
The
definitions and provisions contained
in the 2000
ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc., are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions
and this Confirmation, this Confirmation will govern.
This
Confirmation will supplement, form a
part of, and be subject to the
Master Agreement dated as of July 31,
2007 between UBS
AG and Counterparty.
In the event of any inconsistency
between the provisions of any such Agreement and this Confirmation, this
Confirmation will prevail for the purposes of this
Transaction.
The
terms of the particular Rate Swap
Transaction to which this
Confirmation relates are as follows:
General
Terms
Trade
Date:
|
26
July 2007 (time of execution
available upon request)
|
Effective
Date:
|
31
July
2007
|
Termination
Date:
|
25
July 2012, subject to adjustment in accordance with the
Modified
Following Business Day Convention,
provided,
however, that for the purpose of determining the final Fixed Rate
Payer
Period End Date, Termination Date shall be subject to No
Adjustment.
|
Calculation
Agent:
|
UBS
AG, unless otherwise stated in
the Schedule to the Master Agreement
|
Scale
Factor:
|
350
|
Broker:
|
None
|
Business
Day
Convention:
|
Following
|
Business
Days:
|
New
York
|
Notional
Amount:
|
As
described directly
below
|
From
and
including
|
To
but excluding
|
Notional
Amount
|
Effective
Date
|
25
August
2007
|
USD
1,757,882.86
|
25
August
2007
|
25
September
2007
|
USD
1,735,220.00
|
25
September
2007
|
25
October
2007
|
USD
1,693,522.86
|
25
October
2007
|
25
November
2007
|
USD
1,647,997.14
|
25
November
2007
|
25
December
2007
|
USD
1,598,837.14
|
25
December
2007
|
25
January
2008
|
USD
1,546,268.57
|
25
January
2008
|
25
February
2008
|
USD
1,490,542.86
|
25
February
2008
|
25
March
2008
|
USD
1,431,951.43
|
25
March
2008
|
25
April
2008
|
USD
1,370,914.29
|
25
April
2008
|
25
May 2008
|
USD
1,308,411.43
|
25
May 2008
|
25
June
2008
|
USD
1,245,891.43
|
25
June
2008
|
25
July
2008
|
USD
1,185,442.86
|
25
July
2008
|
25
August
2008
|
USD
1,127,945.71
|
25
August
2008
|
25
September
2008
|
USD
1,073,262.86
|
25
September
2008
|
25
October
2008
|
USD
1,021,248.57
|
25
October
2008
|
25
November
2008
|
USD
971,777.14
|
25
November
2008
|
25
December
2008
|
USD
924,720.00
|
25
December
2008
|
25
January
2009
|
USD
879,960.00
|
25
January
2009
|
25
February
2009
|
USD
837,382.86
|
25
February
2009
|
25
March
2009
|
USD
796,882.86
|
25
March 2009
|
25
April
2009
|
USD
758,357.14
|
25
April
2009
|
25
May 2009
|
USD
721,708.57
|
25
May 2009
|
25
June
2009
|
USD
686,845.71
|
25
June
2009
|
25
July
2009
|
USD
653,680.00
|
25
July
2009
|
25
August
2009
|
USD
622,128.57
|
25
August
2009
|
25
September
2009
|
USD
592,111.43
|
25
September
2009
|
25
October
2009
|
USD
563,554.29
|
25
October
2009
|
25
November
2009
|
USD
536,385.71
|
25
November
2009
|
25
December
2009
|
USD
510,537.14
|
25
December
2009
|
25
January
2010
|
USD
485,942.86
|
25
January
2010
|
25
February
2010
|
USD
462,545.71
|
25
February
2010
|
25
March
2010
|
USD
440,282.86
|
25
March
2010
|
25
April
2010
|
USD
419,100.00
|
25
April
2010
|
25
May 2010
|
USD
398,942.86
|
25
May 2010
|
25
June
2010
|
USD
379,765.71
|
25
June
2010
|
25
July
2010
|
USD
361,517.14
|
25
July
2010
|
25
August
2010
|
USD
344,154.29
|
25
August
2010
|
25
September
2010
|
USD
327,631.43
|
25
September
2010
|
25
October
2010
|
USD
311,905.71
|
25
October
2010
|
25
November
2010
|
USD
296,942.86
|
25
November
2010
|
25
December
2010
|
USD
282,705.71
|
25
December
2010
|
31
January
2011
|
USD
269,154.29
|
25
January
2011
|
25
February
2011
|
USD
256,257.14
|
25
February
2011
|
25
March
2011
|
USD
243,985.71
|
25
March
2011
|
25
April
2011
|
USD
232,302.86
|
25
April
2011
|
25
May 2011
|
USD
221,185.71
|
25
May 2011
|
25
June
2011
|
USD
210,605.71
|
25
June
2011
|
25
July
2011
|
USD
200,534.29
|
25
July
2011
|
25
August
2011
|
USD
190,951.43
|
25
August
2011
|
25
September
2011
|
USD
181,828.57
|
25
September
2011
|
25
October
2011
|
USD
173,142.86
|
25
October
2011
|
25
November
2011
|
USD
164,877.14
|
25
November
2011
|
25
December
2011
|
USD
157,011.43
|
25
December
2011
|
30
January
2012
|
USD
149,520.00
|
25
January
2012
|
25
February
2012
|
USD
142,391.43
|
25
February
2012
|
25
March
2012
|
USD
135,605.71
|
25
March
2012
|
25
April
2012
|
USD
129,142.86
|
25
April
2012
|
25
May 2012
|
USD
122,994.29
|
25
May 2012
|
25
June
2012
|
USD
117,140.00
|
25
June
2012
|
Termination
Date
|
USD
111,571.43
|
Fixed
Amounts
Fixed
Rate
Payer:
|
Counterparty
|
The
dates in the above schedule will not
be adjusted.
Fixed
Rate:
|
As
described directly
below:
|
From
and
including
|
To
but
excluding
|
Fixed
Rate
|
Effective
Date
|
25
December
2009
|
5.70
percent
per
annum
|
25
December
2009
|
25
July
2012
|
5.00
percent per
annum
|
The
dates in the above schedule will not
be adjusted.
Fixed
Amount:
|
To
be determined in accordance with the following formula: (1) the product
of
(a) Scale Factor multiplied by (b) the Fixed Rate multiplied by (c)
the
Fixed Rate Payer Notional Amount multiplied by (d) the Fixed Rate
Day
Count Fraction
|
Fixed
Rate Day Count
Fraction:
|
30/360
|
Fixed
Rate Payer Period End
Dates:
|
25
January , 25 February , 25
March , 25 April , 25 May , 25 June , 25 July , 25 August , 25 September
,
25 October , 25 November and 25 December in each year, from and
including
25
August 2007, up to and including
25 July 2012 , with
No
Adjustment.
|
Fixed
Rate Payer Payment Date:
|
Early
payment shall be applicable. The Fixed Rate Payer Payment Date
shall be one (1) Business Day prior to each Fixed Rate Payer Period
End
Date.
|
Floating
Amounts
Floating
Rate
Payer:
|
UBS
AG
|
||||||
Floating
Rate
Option:
|
USD-LIBOR-BBA
|
Designated
Maturity:
|
1
month , with the exception of
the following periods:
|
From
and
including
|
To
but
excluding
|
Designated
Maturity:
|
Effective
Date
|
25
August
2007
|
Linear
Interpolation shall
apply
|
The
dates in the above schedule with the
exception of the Effective Date will be subject to adjustment in accordance
with
the Modified Following Business Day Convention.
Floating
Amount:
|
To
be determined in accordance
with the following formula: (1) the product of (a)
Scale Factor
multiplied by (b) the Floating Rate multiplied by (c) the Notional
Amount multiplied by (d) the
Floating Rate Day Count Fraction
|
Floating
Rate Day Count
Fraction:
|
Actual/360
|
Spread:
|
None
|
Floating
Rate Payer Period End
Dates:
|
25
January , 25 February , 25
March , 25 April , 25 May , 25 June , 25 July , 25 August , 25 September
,
25 October , 25 November and 25 December in each year , from and
including
24 August 2007, up to and including the Termination
Date ,
subject to adjustment in accordance with the Business Day Convention
specified immediately below
|
Floating
Rate Payer Payment Date:
|
Early
payment shall be
applicable. The Floating Rate Payer Payment Date shall be one
(1) Business Day prior to each Floating Rate Payer Period End
Date.
|
Reset
Dates:
|
First
day of each Calculation
Period
|
Compounding:
|
Inapplicable
|
Fees
Fee
Date
|
Fee
Payer
|
Fee
Amount
|
31
July 2007
|
UBS
AG
|
USD
4,149,000.00
|
Relationship
Between
Parties
Each
party will be deemed to represent
to the other party on the date on which it enters into this
Transaction
that (in the absence of a written agreement between the parties which expressly
imposes affirmative obligations to the contrary for this
Transaction):-
(a)
Non-Reliance. Each party is acting
for its own account, and has made its own independent
decisions to
enter into this Transaction and this Transaction is appropriate or proper for
it
based upon its own judgement and upon advice from such advisers as it has deemed
necessary. Each party is not relying on any communication
(written or oral) of the other party
as investment advice or as a recommendation to enter into this Transaction;
it
being understood that information and explanation relating to the terms and
conditions of this Transaction shall not be considered investment
advice or a recommendation to enter
into this Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the expected
results of this Transaction.
(b)
Assessment and
Understanding. Each party
is capable of assessing the merits of and understands (on its own behalf or
through independent professional advice), and accepts, the terms, conditions
and
risks of this Transaction. Each party is also capable of assuming, and assumes,
the risks
of this
Transaction.
(c)
Status of the Parties. Neither party
is acting as a fiduciary for or as an adviser to the other in respect of this
Transaction.
References
in this clause to "a party"
shall, in the case of UBS AG, London Branch and where the context so allows, include
references to
any affiliate of UBS AG, London Branch.
Account
Details:
Currency:
|
USD
|
Favour:
|
UBS
AG, Stamford
Branch
|
Swift
Address:
|
XXXXXX00XXX
|
Further
Credit
To:
|
UBS
AG, London
Branch
|
Swift
Address:
|
XXXXXX0XXXX
|
Account
No:
|
101-WA-140007-000
|
Offices
(a)
The office of UBS AG for the Swap
Transaction is LONDON and
(b)
The office of the Counterparty for
the Swap Transaction is NEW YORK, NY.
Contact
Names
at
UBS
AG
Pre
Value
Payments:
|
Pre
Value Payment
Investigations:
|
(00)
00 0000
0000
|
Post
Value
Payments:
|
Post
Value Payment
Investigations:
|
(00)
00 0000
0000
|
Confirmation
Queries:
|
Confirmation
Control:
|
null
|
ISDA
Documentation:
|
Credit
Risk
Management:
|
(00)
00 0000
0000
|
Swift:
|
UBSWGB2L
|
|
Fax:
|
(00)
00 0000 0000 or
2990
|
|
Address:
|
000
Xxxxxxxxx Xxxxxx, Xxxxxx, XX0X
0XX UBS AG
|
|
Address
for notices or communications to Party B:
Address:
|
Xxxxx
Fargo Bank,
N.A.
|
0000
Xxx Xxxxxxxxx
Xxxx
|
|
Xxxxxxxx,
Xxxxxxxx 00000
|
|
Attention: Client
Manager –
MARM
2007-HF2
|
|
Facsimile
No.:
|
(000)
000-0000
|
Telephone
No.:
|
(000)
000-0000
|
Wiring
Instructions for Party B:
Party
B account details:
|
Xxxxx
Fargo Bank, N.A.
|
|
ABA
Number:000-000-000
|
||
Account
Name: SAS Clearing
|
||
Acount
Number: 0000000000
|
||
For
further credit to: MARM 2007-HF2
|
||
Swap
Account: 00000000
|
Please
confirm that the foregoing
correctly sets forth the terms and conditions of our agreement by executing
a
copy of this Confirmation and returning it to us or by sending to us a letter
or
facsimile substantially similar to this letter, which letter or
facsimile sets forth the material terms
of the Transaction to which this Confirmation relates and indicates your
agreement to those terms or by sending to us a return letter or facsimile in
the
form attached.
Yours
Faithfully
For
and on behalf of
UBS
AG LONDON BRANCH
By:
|
By:
|
||||
Name:
|
Xxxxxxxxxxx
Xxxxxx
|
Name:
|
Xxxxxxxx
XxXxxxxx
|
||
Title:
|
Director
|
Title:
|
Director
|
Acknowledged
and agreed by XXXXX FARGO BANK N.A., not individually, but
solely as Supplemental Interest Trust Trustee on behalf of the Supplemental
Interest Trust with respect to the MASTR Adjustable Rate Mortgages
Trust 2007-HF2, Mortgage Pass Through Certificates, Series
2007-HF2
as of the Trade Date specified
above:
By:
|
By:
|
||||
Name:
|
Name:
|
||||
Title:
|
Title:
|
UBS
AG London Branch, 0 Xxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX
UBS
AG is a member of the London Stock
Exchange and is authorised and regulated in the UK by the Financial Services
Authority
Representatives
of UBS Limited introduce trades to UBS AG via UBS
Limited
Execution
Copy
ISDA®
CREDIT
SUPPORT ANNEX
to
the
Schedule to the
ISDA
Master Agreement
dated
as
of July 31, 2007 between
UBS
AG (hereinafter referred to as “Party A” or
“Pledgor”)
and
Xxxxx
Fargo Bank,
N.A., not individually, but solely as Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust with respect to the MASTR
Adjustable Rate Mortgages Trust 2007-HF2, Mortgage Pass-Through
Certificates, Series 2007-HF2 (“Party B”)
(hereinafter
referred to as “Party B” or “Secured
Party”).
Paragraph
13. Elections and Variables.
(a)
|
Security
Interest for “Obligations”. The term
“Obligations” as used in this
Annex includes the following additional
obligations:
|
With
respect to Party A: not applicable.
With
respect to Party B: not applicable.
(b)
|
Credit
Support Obligations.
|
(i)
|
Delivery
Amount, Return Amount and Credit Support
Amount.
|
(A)
|
“Delivery
Amount” has the meaning specified in
Paragraph 3(a), except that:
|
(I) the
words “upon a demand made by the Secured Party on or promptly following a
Valuation Date” shall be deleted and replaced with the words “not later than the
close of business on each Valuation Date”; (II) the sentence beginning “Unless
otherwise specified in Paragraph 13” and ending “(ii) the Value as of that
Valuation Date of all Posted Credit Support held by the Secured Party.” shall be
deleted in its entirety and replaced with the following:
The
“Delivery Amount” applicable to the
Pledgor for any Valuation Date will equal the greatest of
|
(1)
|
the
amount by which (a) the S&P Credit Support Amount for such Valuation
Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
Credit Support held by the Secured Party;
and
|
|
(2)
|
the
amount by which (a) the
Xxxxx’x Credit Support Amount for such Valuation Date exceeds (b) the
Xxxxx’x Value as of such Valuation Date of all Posted Credit Support held
by the Secured Party; and
|
|
(III)
|
if
on any Valuation Date, the Delivery Amount equals or exceeds the
Pledgor’s
Minimum Transfer Amount, the Pledgor will Transfer to the Secured
Party
sufficient Eligible Credit Support to ensure that, immediately following
such transfer, the Delivery Amount shall be
zero.
|
(B)
|
“Return
Amount” has the meaning specified
in Paragraph 3(b), except that:
|
(I)
the
sentence beginning “Unless otherwise specified in Paragraph 13” and ending “(ii)
the Credit Support Amount.” shall be deleted in its entirety and replaced with
the following:
The
“Return Amount” applicable to the Secured Party for
any Valuation Date will equal the least of:
|
(1)
|
the
amount by which (a) the S&P Value as of such Valuation Date of all
Posted Credit Support held by the Secured Party exceeds (b) the S&P
Credit Support Amount for such Valuation
Date,
|
|
(2)
|
the
amount by which (a) the Xxxxx’x Value as of such Valuation Date of all
Posted Credit Support held by the Secured Party exceeds (b) the Xxxxx’x
Credit Support Amount for such Valuation Date,
and
|
|
(II)
|
in
no event shall the Secured Party be required to Transfer any Posted
Credit
Support under Paragraph 3(b) if, immediately following such Transfer,
the
Delivery Amount would be greater than
zero.
|
(C
) Credit Support Amount
shall not apply. For purposes of calculating any Delivery Amount or
Return Amount for any Valuation Date, reference shall be made to the S&P
Credit Support Amount and the Xxxxx’x Credit Support Amount, in each case, for
such Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B)
above.
(ii)
|
Eligible
Collateral.
|
On
any
date, the following items will qualify as “Eligible
Collateral”:
Collateral
|
S&P
Valuation Percentage
(First
Trigger)
|
S&P
Valuation
Percentage
(Second
Trigger)
|
Xxxxx’x
Valuation
Percentage
(First
Trigger)
|
Xxxxx’x
Valuation
Percentage
(Second
Trigger)
|
(A) Cash
in the form of USD
|
100%
|
80%
|
100%
|
100%
|
(B) Fixed-rate
negotiable USD denominated debt obligations issued by the U.S.
Treasury
Department having a remaining maturity on such date of not more
than one
year
|
98%
|
78.4%
|
100%
|
100%
|
(C) Fixed-rate
negotiable USD denominated debt obligations issued by the U.S.
Treasury
Department having a remaining maturity on such date of more than
one year
but not more than ten years
|
92.6%
|
74.1
%
|
100%
|
94%
|
(D) Fixed-rate
negotiable USD denominated debt obligations issued by the U.S.
Treasury
Department having a remaining maturity on such date of more than
ten
years
|
84.6%
|
67.7%
|
100%
|
87%
|
(iii)
|
Other
Eligible Support.
|
The
following items will qualify as “Other Eligible
Support” for the party specified:
Not
applicable.
(iv)
|
Threshold.
|
(A)
|
“Independent
Amount” means with respect to Party A and Party B:
none.
|
(B)
|
“Xxxxx’x
Threshold” means, with respect to Party A and any Valuation
Date, if a Xxxxx’x First Trigger Event has occurred and is
continuing and such Xxxxx’x First Trigger Event has been
continuing for at least 30 Local Business Days or since this
Annex was executed, zero; otherwise,
infinity.
|
“S&P
Threshold” means, with respect to Party A and any Valuation Date,
if an S&P First Trigger Event has occurred and is continuing and such
S&P First Trigger Event has been continuing for at least 10 Local Business
Days or since this Annex was executed, zero; otherwise infinity.
“Threshold”
means, with respect to Party B and any Valuation Date,
infinity.
|
(C)
|
“Minimum
Transfer Amount” means USD 100,000 with respect to Party A
and Party B; provided, however, that if the aggregate Certificate
Principal Balance and note principal balance of Certificates and
Notes
rated by S&P ceases to be more than USD 50,000,000, the
“Minimum Transfer Amount” shall be USD
50,000.
|
(D)
|
Rounding:
The Delivery Amount will be rounded up to the nearest integral multiple
of
USD 10,000. The Return Amount will be rounded down to the nearest
integral
multiple of USD 10,000.
|
(c)
|
Valuation
and Timing.
|
(i)
|
“Valuation
Agent” means Party A; provided, however, that if an Event
of
Default shall have occurred with respect to which Party A is the
Defaulting Party, Party B shall have the right to designate as Valuation
Agent an independent party, reasonably acceptable to Party A, the
cost for
which shall be borne by Party A. All calculations by the
Valuation Agent must be made in accordance with standard market practice,
including, in the event of a dispute as to the Value of any Eligible
Credit Support or Posted Credit Support, by making reference to quotations
received by the Valuation Agent from one or more Pricing
Sources.
|
(ii)
|
“Valuation
Date” means the first Local Business Day in each week on
which any of the S&P Credit Support Amount or the Xxxxx’x Credit
Support Amount is greater than
zero.
|
(iii)
|
“Valuation
Time” means the close of business in the city of the
Valuation Agent on the Local Business Day immediately preceding the
Valuation Date or date of calculation, as applicable; provided
that the calculations of Value and Exposure will be made as of
approximately the same time on the same
date.
|
(iv)
|
“Notification
Time” means 11:00 a.m., New York time, on a Local Business
Day.
|
(d)
|
Conditions
Precedent and Secured Party’s Rights and
Remedies. The following Termination Events will
be a “Specified Condition” for the party
specified (that party being the Affected Party if the Termination
Event
occurs with respect to that party): With respect to Party A:
any Additional Termination Event with respect to which Party A is
the sole
Affected Party. With respect to Party B:
None.
|
(e)
|
Substitution.
|
(i)
|
“Substitution
Date” has the meaning specified in Paragraph
4(d)(ii).
|
(ii)
|
Consent. If
specified here as applicable, then the Pledgor must obtain the Secured
Party’s consent for any substitution pursuant to Paragraph
4(d): Inapplicable.
|
(f)
|
Dispute
Resolution.
|
(i)
|
“Resolution
Time” means 1:00 p.m. New York time on the Local Business
Day following the date on which the notice of the dispute is given
under
Paragraph 5.
|
(ii)
|
Value. Notwithstanding
anything to the contrary in Paragraph 12, for the purpose of Paragraphs
5(i)(C) and 5(ii), the S&P Value and the Xxxxx’x Value, on any date,
of Eligible Collateral other than Cash will be calculated as
follows:
|
For
Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the sum
of
(A) the product of (1)(x) the bid price at the Valuation Time for such
securities on the principal national securities exchange on which such
securities are listed, or (y) if such securities are not listed on a national
securities exchange, the bid price for such securities quoted at the Valuation
Time by any principal market maker for such securities selected by the Valuation
Agent, or (z) if no such bid price is listed or quoted for such date, the bid
price listed or quoted (as the case may be) at the Valuation Time for the day
next preceding such date on which such prices were available and (2) the
applicable Valuation Percentage for such Eligible Collateral, and (B) the
accrued interest on such securities (except to the extent Transferred to the
Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in the immediately preceding clause (A)) as of such
date.
For
Cash,
the amount thereof; multiplied, in the case of the S&P Value, by the
applicable S&P Valuation Percentage.
(iii)
|
Alternative. The
provisions of Paragraph 5 will
apply.
|
(g)
|
Holding
and Using Posted
Collateral.
|
(i)
|
Eligibility
to Hold Posted Collateral; Custodians. Party
B (or any
Custodian) will be entitled to hold Posted Collateral pursuant to
Paragraph 6(b).
|
Party
B
may appoint as Custodian (A) the entity then serving as Trustee or (B) any
entity other than the entity then serving as Trustee if such other entity (or,
to the extent applicable, its parent company if such parent is a credit support
provider or credit support provider) shall then have a short-term unsecured
and
unsubordinated debt rating (“Short Term Rating”) from S&P of at least “A-1”
or if such entity does not have Short Term Rating from S&P, its long-term
unsecured and unsubordinated debt rating (“Long Term Rating”) is at least
“A+.” If at any time the Custodian does not have a Short
Term Rating from S&P of at least “A-1” or, in the absence of a Short Term
Rating from S&P, does not have Long Term Rating from S&P of at least
“A+”, the Trustee must within 60 days obtain a replacement Custodian
with a Short Term Rating from S&P of at least “A-1” or if
such replacement Custodian does not have a Short Term Rating from S&P, it
has a Long Term Rating of at least “A+”.
Initially,
the Custodian for Party B is: The Supplemental Interest Trust
Trustee.
Use
of Posted Collateral. The provisions of Paragraph
6(c)(i) will not apply to Party B or its Custodian, but the provisions of
Paragraph 6(c)(ii) will apply to Party B.
(h)
|
Distributions
and Interest Amount.
|
(i)
|
Interest
Rate. The “Interest
Rate” will be the interest rate per annum equal to the
overnight Federal Funds Rate (as reported in Federal Reserve Publication
H.15-519) for each day Posted Collateral in the form of Cash is held
by
Party B’s Custodian according to Paragraph 13(l) of this
Annex.
|
(ii)
|
Transfer
of Interest Amount. The Transfer of the Interest Amount will
be made on the second Local Business Day following the end of each
calendar month and on any other Local Business Day on which Posted
Collateral in the form of Cash is Transferred to the Pledgor pursuant
to
Paragraph 3(b); provided, however, that the obligation of Party B
to
Transfer any Interest Amount to Party A shall be limited to the extent
that Party B has earned and received such funds as interest in respect
of
Posted Collateral in the form of Cash and such funds are available
to
Party B.
|
(iii)
|
Alternative
to Interest Amount. The provisions of Paragraph 6(d)(ii)
will apply.
|
(iv)
|
Posted
Collateral. The definition of Posted Collateral
shall be amended by inserting the words “received by the Secured Party
and” after “Any Interest Amount (or portion
thereof)”.
|
(v) Distributions. Paragraph
6(d)(i) shall be deleted in its entirety and replaced with the
following:
“Distributions. Subject
to Paragraph 4(a), if Party B receives Distributions on a Local Business Day,
it
will Transfer to Party A not later than the following Local Business Day any
Distributions it receives to the extent that a Delivery Amount would not be
created or increased by that Transfer, as calculated by the Valuation Agent
(and
the date of calculation will be deemed to be a Valuation Date for this
purpose).”
(i)
|
Additional
Representation(s). There are no additional
representations by either party.
|
(j)
|
Other
Eligible Support and Other Posted
Support.
|
(i)
|
“Value”
with respect to Other Eligible Support and Other Posted Support means:
not
applicable.
|
(ii)
|
“Transfer”
with respect to Other Eligible Support and Other Posted Support means:
not
applicable.
|
(k)
|
Demands
and Notices.All demands, specifications and notices under
this Annex will be made pursuant to the Notices Section of this Agreement,
except that any demand, specification or notice shall be given to
or made
at the following addresses, or at such other address as the relevant
party
may from time to time designate by giving notice (in accordance with
the
terms of this paragraph) to the other
party:
|
If
to
Party A:
|
UBS
AG, Stamford Branch / Collateral Management/ 000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxxxxx, XX 00000 / Attention: Margin Specialist / Telephone
000-000-0000 /
XX-Xxxx-XXX@xxx.xxx.xxx
|
If
to
Party B, at the address specified pursuant to the Notices Section of this
Agreement.
If
to
Party B’s Custodian: Same address as if to Party B pursuant to the
Notices Section of this Agreement.
(l)
|
Address
for Transfers. Each Transfer hereunder shall be
made to the address specified below or to an address specified in
writing
from time to time by the party to which such Transfer will be
made.
|
Party
A account details –
|
To
be provided.
|
Party
B account details:
|
Xxxxx
Fargo Bank, N.A.
|
ABA
Number: 000-000-000
|
|
Account
Name: SAS Clearing
|
|
Acount
Number: 0000000000
|
|
For
further credit to: MARM 2007-HF2
|
|
Swap
Collateral
Account: 00000000
|
(m)
|
Other
Provisions.
|
(i)
|
Collateral
Account. Party B shall open and maintain a
segregated account, which shall be an Eligible Account, and hold,
record
and identify all Posted Collateral in such segregated
account.
|
(ii)
|
Agreement
as to Single Secured Party and Single Pledgor. Party A and
Party B hereby agree that, notwithstanding anything to the contrary
in
this Annex, (a) the term “Secured Party” as used in this Annex means only
Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
(c) only Party A makes the pledge and grant in Paragraph 2, the
acknowledgement in the final sentence of Paragraph 8(a) and the
representations in Paragraph 9.
|
(iii)
|
Form
of Annex. Party A and Party B hereby
agree that the text of Paragraphs 1 through 12, inclusive, of this
Annex
is intended to be the printed form of ISDA Credit Support Annex (Bilateral
Form - ISDA Agreements Subject to New York Law Only version) as published
and copyrighted in 1994 by the International Swaps and Derivatives
Association, Inc.
|
(iv)
|
Events
of Default. Paragraph 7 will not apply to cause
any Event of Default to exist with respect to Party B except that
Paragraph 7(i) will apply to Party B solely in respect of Party B’s
obligations under Paragraph 3(b) of the Credit Support
Annex. Notwithstanding anything to the contrary in Paragraph 7,
any failure by Party A to comply with or perform any obligation to
be
complied with or performed by Party A under the Credit Support Annex
shall
only be an Event of Default if (A) a Xxxxx’x Second Trigger Event or an
S&P Second Trigger Event has occurred and been continuing for 30 or
more Local Business Days and (B) such failure is not remedied on
or before
the third Local Business Day after notice of such failure is given
to
Party A.
|
(v)
|
Expenses. Notwithstanding
anything to the contrary in Paragraph 10, the Pledgor will be responsible
for, and will reimburse the Secured Party for, all transfer and other
taxes and other costs involved in any Transfer and maintenance of
Eligible
Collateral.
|
(vi)
|
Withholding. Paragraph
6(d)(ii) is hereby amended by inserting immediately after “the Interest
Amount” in the fourth line thereof the words “less any
applicable withholding taxes.”
|
(vii)
|
Notice
of Failure to Post Collateral. Upon any failure
by Party A to post collateral as required under this Agreement, Party
B
shall, no later than the next Business Day after the date such collateral
was required to be posted, give a written notice of such failure
to Party
A. For the avoidance of doubt, notwithstanding anything in this
Agreement to the contrary, the failure of Party B to comply with
the
requirements of this paragraph shall not constitute an Event of Default
or
Termination Event.
|
(viii) Limitation
of
Liability. It
is expressly
understood and agreed by the parties hereto that insofar as
this Annex is executed by Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) not
in its individual capacity, but solely as Supplemental Interest Trust Trustee
of
the Supplemental Interest Trust under the Pooling and Servicing Agreement in
the
exercise of the powers and authority conferred and invested in it thereunder;
(i) Xxxxx Fargo has been directed pursuant to the Pooling and Servicing
Agreement to enter into this Annex and to perform its obligations hereunder;
(ii) each of the representations, undertakings and agreements herein made on
behalf of Party B is made and intended not as personal representations of Xxxxx
Fargo but is made and intended for the purpose of binding only the Supplemental
Interest Trust; and (iii) nothing herein shall be construed as imposing any
liability on Xxxxx Fargo, individually or personally, to perform any covenant
either express or implied contained herein, all such liability, being expressly
waived by the parties hereto and by any person claiming by, through or under
the
parties hereto and under no circumstances shall Xxxxx
Fargo in its individual capacity be personally liable for any payment of any
indebtedness or expenses or be personally liable for the breach or failure
of
any obligation, representation, warranty or covenant made or
undertaken under this Annex.
Calculation
of Value. Paragraph 4(c) is hereby amended by deleting
the word “Value” and inserting in lieu thereof “S&P Value Xxxxx’x
Value”. Paragraph 4(d)(ii) is hereby amended by (A) deleting the
words “a Value” and inserting in lieu thereof “an S&P Value, and a Xxxxx’x
Value” and (B) deleting the words “the Value” and inserting in lieu thereof
“S&P Value and Xxxxx’x Value”. Paragraph 5 (flush language) is
hereby amended by deleting the word “Value” and inserting in lieu thereof
“S&P Value or Xxxxx’x Value”. Paragraph 5(i) (flush language) is
hereby amended by deleting the word “Value” and inserting in lieu thereof
“S&P Value and, Xxxxx’x Value”. Paragraph 5(i)(C) is hereby
amended by deleting the word “the Value, if” and inserting in lieu thereof “any
one or more of the S&P Value or Xxxxx’x Value, as the case may
be”. Paragraph 5(ii) is hereby amended by (1) deleting the first
instance of the words “the Value” and inserting in lieu thereof “any one or more
of the S&P Value or Xxxxx’x Value” and (2) deleting the second instance of
the words “the Value” and inserting in lieu thereof “such disputed S&P Value
or Xxxxx’x Value”. Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a)
is hereby amended by deleting the word “Value” and inserting in lieu thereof
“least of the S&P Value and Xxxxx’x Value”.
Additional
Definitions. As used in this Annex:
“DV01”
means, with respect to a Transaction and any date of determination, the
estimated change in the mid-market value with respect to such Transaction that
would result from a one basis point change in the relevant swap curve on such
date, as determined by the Valuation Agent in good faith and in a commercially
reasonable manner in accordance with the relevant methodology customarily used
by the Valuation Agent. The Valuation Agent shall, upon request of
Party B, provide to Party B a statement showing in reasonable detail such
calculation.
“Exposure”
has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(m)
(Calculations) of the Schedule is deleted)” shall be inserted and (2) at the end
of the definition of Exposure, the words “with terms that are, in all material
respects, no less beneficial for Party B than those of this Agreement” shall be
added.
“Local
Business Day” means: any day on which (A) commercial banks are
open for business (including dealings in foreign exchange and foreign currency
deposits) in New York and the location of Party A, Party B and any Custodian,
and (B) in relation to a Transfer of Eligible Collateral, any day on which
the
clearance system agreed between the parties for the delivery of Eligible
Collateral is open for acceptance and execution of settlement instructions
(or
in the case of a Transfer of Cash or other Eligible Collateral for which
delivery is contemplated by other means a day on which commercial banks are
open
for business (including dealings in foreign exchange and foreign deposits)
in
New York and the location of Party A, Party B and any Custodian.
“Xxxxx’x
Credit Support Amount” means, for any
Valuation Date:
|
(A)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and either (i) a
Xxxxx’x Second Trigger Ratings Event is not continuing or (ii) a Xxxxx’x
Second Trigger Ratings Event is continuing but less than 30
Local Business Days have elapsed since such Xxxxx’x Second Trigger Ratings
Event first occurred, an amount equal to the greater of
:
|
(a)
zero
and (b) the sum of (i) the Secured Party’s Exposure and the aggregate of Xxxxx’x
First Trigger Additional Amounts in respect of such Valuation Date
for each Transaction;
(B)
|
if
a Xxxxx’x Second Trigger Ratings Event has occurred and is continuing and
30 or more Local Business Days have elapsed since such Xxxxx’x Second
Trigger Ratings Event first occurred, an amount equal to the greater
of:
|
(a)
|
zero
and (b) the aggregate amount of the Next Payments (each determined
based
on the rates prevailing on such Valuation Date) for all Next Payment
Dates; and (c) the sum of the Secured Party’s Exposure and the aggregate
of Xxxxx’x Second Trigger Additional Amounts in
respect of such Valuation Date for each Transaction;
or
|
(C) if
the Xxxxx’x Threshold is infinity, zero.
“Xxxxx’x
First Trigger Additional Amount” means, for
any Valuation Date and any Transaction,
the
lesser of (x) the product of the Xxxxx’x First Trigger DV01 Multiplier and DV01
for such Transaction and such Valuation Date and (y) the product of (i) Xxxxx’x
First Trigger Notional Amount Multiplier, (ii) the Scale Factor, if any, for
such Transaction, or, if no Scale Factor is applicable for such Transaction,
one, and (iii) the Notional Amount for such Transaction for the Calculation
Period for such Transaction (each as defined in the related Confirmation) which
includes such Valuation Date.
“Xxxxx’x
First Trigger DV01 Multiplier” means 25.
“Xxxxx’x
First Trigger Notional Amount Multiplier”
means 4%.
“Xxxxx’x
Second Trigger Additional Amount” means, for any Valuation Date
and any Transaction,
(A) if
such Transaction is not a Transaction-Specific Hedge,
the
lesser of (i) the product of the Xxxxx’x Second Trigger DV01 Multiplier and DV01
for such Transaction and such Valuation Date and (ii) the product of (1) the
Xxxxx’x Second Trigger Notional Amount Multiplier, (2) the Scale Factor, if any,
for such Transaction, or, if no Scale Factor is applicable for such Transaction,
one, and (3) the Notional Amount for such Transaction for the Calculation Period
of such Transaction (each as defined in the related Confirmation) which includes
such Valuation Date;
(B) if
such Transaction is a Transaction-Specific Hedge,
the
lesser of (i) the product of the Xxxxx’x Second Trigger Transaction-Specific
Hedge DV01 Multiplier and DV01 for such Transaction and such Valuation Date
and
(ii) the product of (1) the Xxxxx’x Second Trigger Transaction-Specific Hedge
Notional Amount Multiplier, (2) the Scale Factor, if any, for such Transaction,
or, if no Scale Factor is applicable for such Transaction, one, and (3) the
Notional Amount for such Transaction for the Calculation Period for such
Transaction (each as defined in the related Confirmation) which includes such
Valuation Date;
“Xxxxx’x
Second Trigger DV01 Multiplier” means 60.
“Xxxxx’x
Second Trigger Notional Amount Multiplier” means 9%.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
75.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier” means 11%.
“Xxxxx’x
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral listed in this Annex, (i) if the Xxxxx'x
Threshold for such Valuation Date is zero and either (A) a Xxxxx’x Second
Trigger Ratings Event is not continuing or (B) a Xxxxx’x Second
Trigger Ratings Event is continuing but less than 30 Local Business Days have
elapsed since such Xxxxx’x Second Trigger Ratings Event first occurred, the
corresponding percentage for such Eligible Collateral in the column headed
“First Trigger” or (ii) if a Xxxxx’x Second Trigger Ratings Event has occurred
and is continuing and 30 or more Local Business Days have elapsed
since such Xxxxx’x Second Trigger Ratings Event first occurred, the
corresponding percentage for such Eligible Collateral in the column headed
“Second Trigger”.
“Xxxxx’x
Value” means, on any date and with respect to any Eligible
Collateral (A) in the case of Eligible Collateral other than Cash, the bid
price
obtained by the Valuation Agent multiplied by the applicable Xxxxx’x Valuation
Percentage and (B) in the case of Cash, the amount thereof multiplied by the
applicable Xxxxx’x Valuation Percentage..
the
bid
price obtained by the Valuation Agent, multiplied by the applicable Xxxxx’x
Valuation Percentage.
“Next
Payment” means, in respect of each Next Payment Date, the greater
of (i) the Base Currency Equivalent of any payments due to be made by
Party A under Section 2(a) on such Next Payment Date less
the Base Currency Equivalent of any payments due to be made by Party
B under Section 2(a) on such Next Payment Dateand (ii) zero.
“Next
Payment Date” means, each date on which the next scheduled payment
under any Transaction is due to be paid.
“S&P
Credit Support Amount” means, for any Valuation Date:
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and an S&P
Second Trigger Event is not continuing for at least 10 Local
Business Days, an amount equal to the Secured Party’s
Exposure;
|
|
(B)
|
if
the S&P Threshold for such Valuation Date is zero and an S&P
Second Trigger Event has occurred and is continuing for at
least 10 or more Local Business Days, an amount
equal to 125% of the Secured Party’s Exposure;
or
|
|
(C)
|
if
the S&P Threshold is infinity,
zero.
|
“S&P
Value” means, on any date and with respect to any Eligible
Collateral, (A) in the case of Eligible Collateral other than Cash, the bid
price obtained by the Valuation Agent multiplied by the applicable S&P
Valuation Percentage and (B) in the case of Cash, the amount thereof multiplied
by the applicable S&P Valuation Percentage..
“S&P
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral listed in this Annex, (i) if an S&P First
Trigger Event has occurred and an S&P Second Trigger Event is not
continuing, the corresponding percentage for such Eligible Collateral in the
column headed “First Trigger” with respect to the applicable Swap Rating Agency
or (ii) if an S&P Second Trigger Event has occurred and is continuing, the
corresponding percentage for such Eligible Collateral in the column headed
“Second Trigger” with respect to the applicable Swap Rating Agency.
“Transaction-Specific
Hedge” means any Transaction that is (i) an interest rate swap in
respect of which (x) the notional amount of the interest rate swap is “balance
guaranteed” or (y) the notional amount of the interest rate swap for any
Calculation Period (as defined in the related Confirmation) otherwise is not
a
specific dollar amount that is fixed at the inception of the Transaction, (ii)
an interest rate cap, (iii) an interest rate floor or (iv) an interest rate
swaption
IN
WITNESS WHEREOF, the parties have
executed this Annex by their duly authorized representatives as of the date
of
the Agreement.
UBS
XX
|
Xxxxx
Fargo Bank, N.A., not individually, but solely as Supplemental
Interest Trust Trustee on behalf of the Supplemental Interest Trust
with
respect to the MASTR Adjustable Rate Mortgages Trust 2007-HF2, Mortgage
Pass-Through Certificates, Series 2007-HF2
|
|
By:______________________________
|
By:______________________________
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
|
By:________________________________
|
||
Name:
|
||
Title:
|
Execution
Copy
(Multicurrency-Cross
Border)
SCHEDULE
to
the
Master
Agreement
dated
as
of July 31, 2007
between
UBS
AG,
a
banking
corporation organized under the laws of Switzerland
(“Party
A”),
and
Xxxxx
Fargo Bank, N.A., not individually, but solely as Supplemental Interest
Trust Trustee on behalf of the Supplemental Interest Trust with respect to
the
MASTR Adjustable Rate Mortgages Trust 2007-HF2, Mortgage Pass-Through
Certificates, Series 2007-HF2
(“Party
B”)
Part
1.
Termination
Provisions
|
In
this Agreement:
|
(a)
|
“Specified
Entity” means in relation to Party A for the purpose
of:-
|
Section
5(a)(v),
|
Not
applicable.
|
||
Section
5(a)(vi),
|
Not
applicable.
|
||
Section
5(a)(vii),
|
Not
applicable.
|
||
Section
5(b)(iv),
|
Not
applicable.
|
and
in
relation to Party B for the purpose of:
Section
5(a)(v),
|
Not
applicable.
|
|
Section
5(a)(vi),
|
Not
applicable.
|
|
Section
5(a)(vii),
|
Not
applicable.
|
|
Section
5(b)(iv),
|
Not
applicable.
|
(b)
|
“Specified
Transaction” will have the meaning specified in Section 14 of
this Agreement.
|
(c)
|
The
“Failure to Pay or Deliver” provisions of Section 5(a)(i)
of this Agreement will apply to Party A and will apply to Party
B.
|
(d)
|
The
“Breach of Agreement” provisions of Section 5(a)(ii) of
this Agreement will apply to Party A and will not apply to Party
B.
|
(e)
|
The
“Credit Support Default” provisions of Section 5(a)(iii)
of this Agreement will apply to Party A and will not apply to Party
B
except that Section 5(a)(iii)(1) of this Agreement will apply to
Party B
only with respect to the Transfer of any Return Amount required to
be made
by Party B pursuant to the Credit Support
Annex.
|
(f)
|
The
“Misrepresentation” provisions of Section 5(a)(iv) of
this Agreement will apply to Party A and will not apply to Party
B.
|
(g)
|
The
“Default under Specified Transaction” provisions of
Section 5(a)(v) of this Agreement will apply to Party A and will
not apply
to Party B.
|
(h)
|
The
“Cross Default” provisions of Section 5(a)(vi) of this
Agreement, as modified below, will apply to Party A and will not
apply to
Party B. Section 5(a)(vi) of this Agreement is hereby amended
by the addition of the following at the end
thereof:
|
|
“provided,
however, that notwithstanding the foregoing, an Event of Default
shall not
occur under either (1) or (2) above if, as demonstrated to the reasonable
satisfaction of the other party, (a) the event or condition referred
to in
(1) or the failure to pay referred to in (2) is a failure to pay
caused by
an error or omission of an administrative or operational nature;
(b) funds
were available to such party to enable it to make the relevant payment
when due; and (c) such relevant payment is made within three Local
Business Days following receipt of written notice from an interested
party
of such failure to pay.”
|
For
purposes of this provision:
|
|
“Specified
Indebtedness” will have the meaning specified in Section 14
of this Agreement.
|
|
“Threshold
Amount” means with respect to Party A, an amount equal to
three percent (3%) of the shareholders’ equity (howsoever described) of
Party A as shown on the most recent annual audited financial statements
of
Party A.
|
(i)
|
The
“Credit Event Upon Merger” provisions of Section 5(b)(iv)
of this Agreement will not apply to either Party A or Party
B.
|
(j)
|
The
“Automatic Early Termination” provisions of Section 6(a)
of this Agreement will not apply to Party A and will not apply to
Party
B.
|
(k)
|
The
“Bankruptcy” provisions of Section 5(a)(vii) of this
Agreement will apply to both Party A and Party B; provided, however,
that
with respect to Party B the following modifications shall apply:
(i)
clause (2) shall not apply; (ii) clause (3) shall not apply as it
refers
to any assignment, arrangement or composition that is effected by
or
pursuant to the Indenture; (iii) clause (4) shall exclude proceedings
or
petitions instituted or presented by Party A or any of Party A’s
Affiliates; (iv) the words “seeks or” shall be deleted from clause (6);
(v) clause (6) shall not apply to the extent that it refers to (i)
any
appointment that is effected by or pursuant to the Indenture; (vi)
clauses
(7) and (9) shall not apply; and (vii) clause (8) shall apply only
to the
extent that any of the events specified in clauses (1) through (7)
are
applicable.
|
(l) Payments
on Early Termination. For the purpose of Section 6(e) of
this Agreement:
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(m)
|
Calculations. Notwithstanding
Section 6 of this Agreement, so long as Party A is (A) the Affected
Party
in respect of an Additional Termination Event, Illegality, Tax Event
or a
Tax Event Upon Merger or (B) the Defaulting Party in respect of any
Event
of Default, paragraphs (i) to (vi) below shall
apply:
|
(i) The
definition of “Market Quotation” shall be deleted in its entirety and replaced
with the following:
“Market
Quotation” means, with respect to one or more Terminated Transactions,
a Firm Offer which is (1) made by an Eligible Replacement, (2) for an amount
that would be paid to Party B (expressed as a negative number) or by Party
B
(expressed as a positive number) in consideration of an agreement between Party
B and such Eligible Replacement to enter into a transaction (the
“Replacement Transaction”) that would have the effect of
preserving for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming
the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transactions or group of
Terminated Transactions that would, but for the occurrence of the relevant
Early
Termination Date, have been required after that Date, (3) made on the basis
that
Unpaid Amounts in respect of the Terminated Transaction or group of Transactions
are to be excluded but, without limitation, any payment or delivery that would,
but for the relevant Early Termination Date, have been required (assuming
satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included and (4) made in respect of a Replacement
Transaction with terms that are, in all material respects, no less beneficial
for Party B than those of this Agreement (save for the exclusion of
provisions relating to Transactions that are not Terminated Transactions),
as
determined by Party B.”.”
(ii) The
definition of “Settlement Amount” shall be deleted in its entirety and replaced
with the following:
“Settlement
Amount” means, with respect to any Early Termination Date, an amount
(as determined by Party B) equal to the Termination Currency Equivalent of
the
amount (whether positive or negative) of any Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions that is accepted
by
Party B so as to become legally binding, Provided that:
(1) If
on the Early Termination Date, (x) no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions has been accepted
by
Party B so as to become legally binding and (y) one or more Market Quotations
have been communicated to Party B and remain capable of becoming legally binding
upon acceptance by Party B, the Settlement Amount shall equal the Termination
Currency Equivalent of the amount (whether positive or negative) of the lowest
of such Market Quotations; and
(2) If
on the Early Termination Date, (x) no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by Party
B so as to become legally binding and (y) no Market Quotations have been
communicated to Party B and remain capable of becoming legally binding upon
acceptance by Party B, the Settlement Amount shall equal Party B’s Loss (whether
positive or negative and without reference to any Unpaid Amounts) for the
relevant Terminated Transaction or group of Terminated
Transactions.
|
(ii)
|
In
determining whether or not a Firm Offer satisfies the condition in
subparagraph (4) of Market Quotation, Party B shall act in a
commercially reasonable manner.
|
(iii)
|
At
any time on or before the Early Termination Date at which two or
more
Market Quotations have been communicated to Party B and remain capable
of
becoming legally binding upon acceptance by Party B, Party B shall
be
entitled to accept only the lowest of such Market
Quotations.
|
|
(v)
|
If
Party B requests Party A in writing to obtain Market Quotations,
Party A
shall use its reasonable efforts to do so before the Early Termination
Date.
|
|
(vi)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3) of
this
Agreement shall be deleted in its entirety and replaced with the
following:
|
“Second
Method and Market Quotation. If Second Method and Market Quotation
apply, (1) Party B shall pay to Party A an amount equal to the absolute value
of
the Settlement Amount in respect of the Terminated Transactions, (2) Party
B
shall pay to Party A the Termination Currency Equivalent of the Unpaid Amounts
owing to Party A and (3) Party A shall pay to Party B the Termination Currency
Equivalent of the Unpaid Amounts owing to Party B, provided that, (i) the
amounts payable under (2) and (3) shall be subject to netting in accordance
with
Section 2(c) of this Agreement and (ii) notwithstanding any other provision
of
this Agreement, any amount payable by Party A under (3) shall not be netted-off
against any amount payable by Party B under (1).”
(n) “Termination
Currency” means United States Dollars (“USD”).
(o) Additional
Termination Event will apply to Party A and Party B as set forth
below:
(i)
|
Each
of the following events shall be an Additional Termination Event
for which
Party B shall be the sole Affected Party and all Transactions shall
be
Affected Transactions (except as specified
below):
|
(A)
The
trust created pursuant to the Pooling and Servicing Agreement (as defined below)
is unable to pay, or fails or admits in writing its inability, to pay, on any
Distribution Date, any Monthly Interest Distributable Amount with respect to
the
Class A Certificates, to the extent required pursuant to the terms of the
Pooling and Servicing Agreement to be paid to the Class A Certificates on such
Distribution Date. With respect to this Additional Termination Event
in Part 1(o)(i)(A) the Transaction with Reference Number 37748844 shall be
the
sole Affected Transaction;
(B) The
Pooling and Servicing Agreement dated as of July 1, 2007 among Mortgage Asset
Securitization Transactions, Inc. as depositor, Xxxxx Fargo Bank, N.A. as master
servicer, trust administrator and custodian and U.S. Bank National
Association as trustee (the “Pooling and Servicing Agreement”) is amended or
modified without the prior written consent of Party A where such consent is
required under the Pooling and Servicing Agreement (such consent not to be
unreasonably withheld, conditioned or delayed), if such amendment or
modification adversely affects, in any material respect, the interests of Party
A. With respect to this Additional Termination Event in Part
1(o)(i)(B) the Transaction with Reference Number 37748844 shall be the sole
Affected Transaction;
|
|
(C)
The Pooling and Servicing Agreement dated as of July 1,
2007 among
Mortgage Asset Securitization Transactions, Inc. as depositor,
Xxxxx Fargo
Bank, N.A. as master servicer, trust administrator and
custodian and U.S. Bank National Association as trustee (the
“Pooling and Servicing Agreement”) is amended or modified without the
prior written consent of Party A where such consent is required
under the
Pooling and Servicing Agreement (such consent not to be unreasonably
withheld, conditioned or delayed), if such amendment or modification
adversely affects, in any material respect, the interests of Party
A as
provided under Section 11.01 of the Pooling and Servicing
Agreement. With respect to this Additional Termination Event in
Part 1(o)(i)(C) the Transaction with Reference Number 37748816
shall be
the sole Affected
Transaction.
|
(D)
An
Additional Termination
Event shall occur upon notice to Certificateholders of an Optional Termination
becoming unrescindable in accordance with Article X of the Pooling and Servicing
Agreement. With respect to such Additional Termination Event under
this Part 1(o)(i)(D):
The
cap
transaction with Reference Number 37748816 shall be the sole Affected
Transaction; provided, however, that notwithstanding anything to the contrary
in
Section 6(b)(iv) of this Agreement, only Party B may designate an Early
Termination Date in respect of this Additional Termination Event.
(E) An
Additional Termination Event shall occur upon the notice to Certificateholders
of an Optional Termination becoming unrescindable in accordance with Article
X
of the Pooling and Servicing Agreement (such notice, the “Optional Termination
Notice”).
With
respect to this Additional Termination Event in Part 1(o)(i)(E), :
(i)The
transaction with Reference Number 37748844 (the “Swap Transaction”) shall be the
sole Affected Transaction.
(ii)
notwithstanding anything to the contrary in Section 6(b)(iv) of the Agreement
or
Section
6(c)(i) of the Agreement, the final Distribution Date specified in the Optional
Termination Notice is hereby designated as the Early Termination Date for this
Additional Termination Event in respect of the Swap Transaction;
(iii)
Section 2(a)(iii)(2) of the Agreement shall not be applicable to the
Swap
Transaction
in connection with the Early Termination Date resulting from this Additional
Termination Event; notwithstanding anything to the contrary in Section 6(c)(ii)
of the Agreement, payments and deliveries under Section 2(a)(i) of the Agreement
or Section 2(e) of the Agreement in respect of the Terminated Transactions
resulting from this Additional Termination Event will be required to be made
through and including the Early Termination Date designated as a result of
this
Additional Termination Event; provided, for the avoidance of doubt, that any
such payments or deliveries that are made on or prior to such Early Termination
Date will not be treated as Unpaid Amounts in determining the amount payable
in
respect of such Early Termination Date;
(iv)
notwithstanding anything to the contrary in Section 6(d)(i) of the
Agreement,
(A)
if,
no later than 4:00 pm New York City time on the day that is four Business Days
prior to the final Distribution Date specified in the Optional Termination
Notice, the Trust Administrator requests the amount of the Estimated Swap
Termination Payment, Party A shall provide to the Terminator and the Trust
Administrator in writing (which may be done in electronic format) the amount
of
the Estimated Swap Termination Payment no later than 2:00 pm New York City
time
on the following Business Day and (B) if the Trust Administrator provides
written notice to Party A no later than two Business Days prior to the final
Distribution Date specified in the Optional Termination Notice that all
requirements of the Optional Termination have been met, then Party A shall,
no
later than one Business Day prior to the final Distribution Date specified
in
the Optional Termination Notice, make the calculations contemplated by Section
6(e) of the Agreement (as amended herein) and provide to the Trust Administrator
in writing (which may be done in electronic format) the amount payable by either
Party B or Party A in respect of the related Early Termination Date in
connection with this Additional Termination Event; provided, however, that
the
amount payable by Party B, if any, in respect of the related Early Termination
Date shall be the lesser of (x) the amount calculated to be due from Party
B
pursuant to Section 6(e) of the Agreement and (y) the Estimated Swap Termination
Payment; and
(v)
notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement,
any amount due from Party B to Party A in respect of this Additional Termination
Event will be payable on the final Distribution Date specified in the Optional
Termination Notice and any amount due from Party A to Party B in respect of
this
Additional Termination Event will be payable one Business Day prior to the
final
Distribution Date specified in the Optional Termination Notice.
“Estimated
Swap Termination Payment” shall mean, with respect to an Early Termination Date,
an amount determined by Party A in good faith in a commercially reasonable
manner as the maximum payment that could be owed by Party B with respect to
such
early termination pursuant to Section 6(e) of the Agreement taking into account
then current market conditions.
The
Trust
Administrator shall be an express third party beneficiary of this Agreement
as
if a party hereto to the extent of the Trust Administrator’s rights specified in
Part 1(o)(i)(C) hereof.
|
(ii)
|
Each
of the following events shall be an Additional Termination Event
for which
Party A shall be the sole Affected Party and all Transactions shall
be
Affected Transactions:
|
(A) Party
A fails to comply with or perform
any obligation to
be complied with or performed under the CSA
(including any obligation to Transfer
Eligible Collateral thereunder)
and such failure has not given
rise to an Event of
Default;
(B) On
any Local Business Day that is at least 30 Local Business Days after the
occurrence of a Moody’s Second Trigger Event (which is continuing)
and at least one Eligible Replacement has made a Firm Offer that would, assuming
the occurrence of an Early Termination Date, qualify as a Market Quotation
(on
the basis that paragraphs (i) and (iii) in Part 1(m) above apply) and which
remains capable of becoming legally binding upon acceptance; or
(C) On
any Local Business Day that is at least 60 calendar days after the occurrence
of
an S&P Second Trigger Event (which is continuing), and no Eligible
Replacement or Eligible Guarantee has been procured in respect of Party A’s
present and future payment and delivery obligations under this Agreement and
the
CSA. Notwithstanding the foregoing, with respect to an S&P Second
Trigger Event, Party A shall post additional collateral within 10 Local Business
Days after the occurrence of such S&P Second Trigger Event.
|
|
|
(D)
Upon the occurrence of a Swap Disclosure Event (as defined below in
Part 5(aa) of this Schedule) Party A has not, within the lesser
of 15
calendar days and 10 Local Business Days (after giving effect to
any grace
period applicable to the relevant filing) after such Swap Disclosure
Event, complied with any of the provisions set forth in Part 5(aa)
below.
|
For
the
purposes hereof:
“Eligible
Guarantee” means an unconditional and irrevocable guarantee that is provided by
a guarantor as principal debtor rather than surety and is directly enforceable
by Party B, where (A) either (x) a law firm has given a
legal opinion confirming that none of the guarantor’s payments to Party B under
such guarantee will be subject to withholding for Tax and such opinion has
been
delivered to Moody’s, (y) such guarantee provides that, in the event
that any of such guarantor’s payments to Party B are subject to withholding for
Tax, such guarantor is required to pay such additional amount as is necessary
to
ensure that the net amount actually received by Party B (free and clear of
any
withholding tax) will equal the full amount Party B would have received had
no
such withholding been required or (z) in the event that any payment under such
guarantee is made net of deduction or withholding for Tax, Party A is required,
under Section 2(a)(i), to make such additional payment as is necessary to ensure
that the net amount actually received by Party B from the guarantor will equal
the full amount Party B would have received had no such deduction or withholding
been required and (B) the Rating Agency Condition with respect to S&P is
satisfied.
“Eligible
Replacement” means an entity satisfying (or whose present and future payment and
delivery obligations owing to Party B are guaranteed pursuant to an Eligible
Guarantee provided by a guarantor satisfying) the Moody’s
Ratings Requirement (Second
Trigger)
and the
S&P Ratings Requirement
(Second Trigger) a. The
Rating Agency
Condition must be satisfied with respect to S&P in relation to any transfer
of Party A’s obligations to an Eligible Replacement, unless such transfer is in
connection with the assignment and assumption of this Agreement without
modification of its terms, other than party names, dates relevant to the
effective date of such transfer, tax representations and any other
representations regarding the status of the substitute
counterparty.
“Financial
Institution” means a bank, broker-dealer, insurance company, structured
investment company, or derivatives product company.
“Firm
Offer” means an offer
which, when made, was capable of
becoming legally binding upon acceptance by the offeree.
“Long
Term Rating” means the long-term unsecured and unsubordinated debt or
counterparty rating assigned to a party by a Swap Rating Agency.
“Moody’s”
shall mean Xxxxx’x
Investors Service, Inc., or any successor
thereto.
“Moody’s
First Trigger Event” means no Relevant Entity satisfies the Moody’s Ratings
Requirement (First
Trigger).
“Moody’s
Ratings
Requirement (First Trigger)” means, with
respect to a party: (x)
such party’s Short Term
Rating from Xxxxx’x is at least “P-1” and its Long Term Rating from Xxxxx’x is
at least “A2”; or (y) if such party does not have a Short Term
Rating from
Moody’s,
its Long Term Rating
from Xxxxx’x is at least “A1.
“Moody’s
Ratings
Requirement
(Second
Trigger)” means,
(x)
with
respect to a Relevant Entity, its
Short Term
Rating from Xxxxx’x is at least “P-2” and its Long Term Rating from Xxxxx’x is
at least “A3” or (y) if such Relevant Entity does not have a Short Term
Rating, its Long Term Rating from Xxxxx’x is at least “A3”.
“Moody’s
Second
Trigger Event” means no Relevant Entity
satisfies the Moody’s Ratings
Requirement (Second Trigger).
“Rating
Agency” means each of S&P and Moody’s, to the extent that each
such rating agency is then providing a rating for any of the MASTR Adjustable
Rate Mortgages Trust 2007-HF2, Mortgage Pass Through Certificates, Series
2007-HF2 (the “Certificates”) or any notes backed by the Certificates (the
“Notes”).
“Relevant
Entity” means Party A and
any guarantor under
an Eligible Guarantee in respect of all of Party A’s
present and future obligations hereunder.
“S&P”
means Standard & Poor’s
Rating Services, a division of The
XxXxxx-Xxxx Companies, Inc., or any successor thereto.
“S&P
First Trigger Event” means no Relevant Entity satisfies the S&P Ratings
Requirement (First
Trigger).
“S&P
Ratings Requirement (First
Trigger)”
means: (x) the Relevant Entity’s
Short Term Rating from S&P is at
least “A-1”
or (y) if such Relevant Entity
does not have a Short Term Rating from S&P, its Long
Term Rating from S&P is at least “A+”.
“S&P
Ratings Requirement (Second Trigger)” means: (x) if the Relevant Entity is a
Financial Institution, its Short Term Rating from S&P is at least “A-2” or
if such Relevant Entity does not have a Short Term Rating from S&P, its Long
Term Rating is at least “BBB+” or (y) if the Relevant
Entity
is not a Financial Institution, its Short Term Rating from S&P is at least
“A-1” or, if such Relevant Entity does not have a Short Term Rating from
S&P, its Long Term Rating is at least “A+”.
“S&P
Second Trigger Event”
means that no Relevant Entity’s Short Term Rating or Long Term Rating satisfies
the S&P Ratings Requirement (Second Trigger).
“Short
Term Rating” means the short-term unsecured and unsubordinated debt rating
assigned to a party by a Rating Agency.
(p) Second
Trigger Event Additional Obligations.For so long as Party
A does not satisfy
the Moody’s
Ratings Requirement (Second
Trigger) or
the S&P Ratings Requirement (Second
Trigger), Party A
shall, at its own expense, use commercially reasonable efforts to as soon as is reasonably
practicable, either
(1)
transfer
its obligations
under this Agreement to an Eligible Replacement that satisfies the Moody’s
Ratings Requirement (Second
Trigger)
and the
S&P Ratings Requirement
(Second Trigger)
or, (2) to
the extent consistent with its
then-current internal policies and practices, guaranty its present and future
payment and delivery
obligations under
this Agreement and the
CSA through
an Eligible Guarantee from a
guarantor that
satisfies the Moody’s
Ratings Requirement (Second
Trigger)and the
S&P Ratings Requirement
(Second Trigger).
Part
2.
Tax
Representations
(a)
|
Payer
Tax
Representations. For
the purpose of
Section 3(e) of this Agreement, Party
A and Party B will each
make the following representation: None.
|
(b)
|
Payee
Representations.
|
|
(i)
|
For
the purpose of Section 3(f) of
this Agreement, Party A makes the following representations to Party
B: None.
|
|
(ii)
|
For
the purpose of
Section 3(f) of this
Agreement, Party B makes the following
representations to Party A: None
|
Part
3.
Agreement
to Deliver
Documents.
For
the purpose of Sections 4(a)(i) and
(ii) of this Agreement, each party agrees to deliver the following documents,
as
applicable:
(a) Tax
forms, documents or certificates to
be delivered are:
Party
required
to
deliver
document
|
Form/Document/Certificate
|
Date
by which to be
delivered
|
Party
A
|
An
original completed and
executed United States Internal Revenue Service Form W-8BEN
(or any successor
thereto), as
appropriate, with
respect to any payments received or to be received by Party A that
eliminates U.S. federal withholding and backup withholding Tax on
payments
to Party A under this Agreement.
|
(i)
Upon execution and
delivery of this
Agreement, with such form to be updated at the beginning of each
succeeding three calendar year period beginning after execution of
this
Agreement, or as otherwise required under then applicable U.S. Treasury
Regulations; (ii) promptly upon reasonable
demand by Party B; and
(iii) promptly upon learning that any information
on any previously
delivered form (or
any successor thereto) has become obsolete or
incorrect.
|
Party
B
|
(i)
Upon execution of
this Agreement, an original completed and executed United States
Internal Revenue
Service Form W-9 (or
any successor thereto) with
respect to any payments received or to be received by the initial
beneficial owner of payments to Party B under this Agreement, and
(ii)
thereafter, the appropriate tax certification form
(i.e.,
IRS Form W-9 or IRS Form
X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor
thereto)
with respect to any payments received or to be received by the beneficial
owner of payments to Party B under this Agreement from time to time.
|
(i)
Prior
to the First Floating Rate
Payer Payment Date, (ii) promptly
upon reasonable
demand by Party A, (iii) promptly upon actual knowledge that
any such form
previously
provided by Party B has
become obsolete or incorrect and
(iv) in the case of a tax certification
form other
than a Form
W-9, before
December
31 of each third succeeding calendar
year.
|
(b)
|
Other
documents to be delivered
are:-
|
Party
required to deliver
document
|
Form/Document/
Certificate
|
Date
by
which
to
be
Delivered
|
Covered
by
Section
3(d)
|
Party
A
|
Evidence
of authority of
signatories to this Agreement
|
Upon
execution of this
Agreement
|
Yes
|
Party
A
|
Any
publicly available annual
audited financial statements prepared in accordance with generally
accepted accounting principles in the country in
which Party A is
organized
|
As
such statements are made
publicly available on Party A’s
website (xxxx://xxx.xxx.xxx/0/x/xxxxxxxxx/xxxxxxxxxxxxxxx.xxxx)
or on the U.S. Securities
Exchange Commission XXXXX information retrieval
system
|
Yes
|
Party
A
|
Any
publicly available interim
unaudited financial statements prepared in accordance with generally
accepted accounting principles in the country in which Party A is
organized
|
As
such statements are made
publicly available on Party A’s
website (xxxx://xxx.xxx.xxx/0/x/xxxxxxxxx/xxxxxxxxx_xxxxxxxxx.xxxx
or on the U.S. Securities Exchange Commission XXXXX information retrieval
system
|
Yes
|
Party
B
|
A
duly executed copy of the
Pooling and Servicing
Agreement
(“PSA”)
|
Promptly
upon being
finalized
|
No
|
Party
B
|
(1)
Monthly statements to
certificateholders pursuant to Section 4.04
of the PSA and (2)
Notice of
any amendment
to the PSA pursuant to
Section 11.01
that would
adversely affect in any material respect the interests of
Party
A.
|
(1)
Available monthly via
Supplemental
Interest
Trust Trustee’s
website at: xxxxx://xxx.xxx.xx.xxx/xxxx
(2)
At
the time specified for such
notice to parties in the applicable Section of the PSA
|
No
|
Party
A and Party B
|
Legal
opinions reasonably
satisfactory in form and substance to each party
|
Promptly
following execution
of this
Agreement
|
No
|
Part
4.
Miscellaneous.
(a)
|
Addresses
for
Notices. For
the purpose of
Section 12(a):-
|
Address
for notices or
communications to
Party A (for all purposes):-
|
Address:
|
UBS
AG, Stamford
Branch
|
|
000
Xxxxxxxxxx
Xxxxxxxxx
|
||
Xxxxxxxx,
XX 00000
|
||
Attention:
|
Legal
Affairs
|
|
Facsimile
No.:
|
(000)
000-0000
|
Address
for notices or communications to
Party B (for all purposes):
Address:
|
Xxxxx
Fargo Bank,
N.A.
|
0000
Xxx Xxxxxxxxx
Xxxx
|
|
Xxxxxxxx,
Xxxxxxxx 00000
|
|
Attention:
|
Client
Manager –
MARM
2007-HF2
|
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
(b) Process
Agent. For the purpose
of Section
13(c):-
Party
A appoints as its Process Agent, Not
Applicable
Party
B appoints as its Process Agent,
Not applicable.
(c)
|
Offices. The
provisions of
Section 10(a) will apply to this
Agreement.
|
(d)
|
Multibranch
Party. For
the purpose of
Section 10(c) of this
Agreement:-
|
Party
A is a Multibranch
Party and may act through
its branches in any of the
following territories or countries: Australia,
England
and Wales,
Hong
Kong, Singapore,
Switzerland
and United States of America.
Party
B is not a Multibranch
Party.
(e)
|
Calculation
Agent. The
Calculation Agent
is Party A, unless otherwise specified in a Confirmation in relation
to
the relevant Transaction; provided, however, that if Party A is the
Defaulting Party, Party B shall have the right
to select a Reference
Market Maker to
act as Calculation
Agent, the cost
of
which shall be borne by Party A. All calculations
by
the Calculation Agent shall be made in good faith and through the
exercise
of its commercially reasonable
judgment.
|
(f)
|
Credit
Support
Document. Details
of any Credit
Support
Document:-
|
(i) The
ISDA Credit Support Annex
entered into between
Party
A and Party B and dated as
of the date hereof (the
“CSA”)
shall
be a Credit Support Document with
respect to Party A and
Party B.
(ii) Any
Eligible Guarantee provided by a guarantor
in support of Party A’s
obligations hereunder shall be a
Credit Support Document with respect to Party A.
(g)
|
Credit
Support
Provider.
|
In
relation to Party A: Any guarantor providing
an Eligible
Guarantee in support of Party A’s
obligations
hereunder.
In
relation to Party B: Not
applicable.
(h)
|
Governing
Law. This
Agreement will
be governed by and construed in accordance with the laws of the State
of
New York
without reference to choice of
law doctrine (other
than NY General Obligations
law Sections 5-1401
and 5-1402).
|
(i)
|
Jurisdiction. Section
13(b) of this
Agreement is hereby amended by: (i) deleting in the second line of
subparagraph (i) thereof the word “non-”
and (ii) deleting the final
paragraph thereof.
|
(j)
|
Netting
of
Payments. Subparagraph
(ii) of Section
2(c)
of this Agreement will apply to the Transactions
under this
Agreement.
|
(k)
|
“Affiliate”
will have the meaning specified
in Section 14 of this Agreement; provided that with respect to Party
B,
Party B shall be deemed to not have any Affiliates for
purposes of this
Agreement, including for purposes of Section
6(b)(ii).
|
Part
5.
Other
Provisions.
(a)
|
WAIVER
OF TRIAL BY JURY.
EACH
PARTY
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN
ANY LEGAL
PROCEEDING IN CONNECTION WITH THIS AGREEMENT
OR ANY TRANSACTION
THEREUNDER, AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO
THE OTHER PARTY’S
ENTERING INTO THIS AGREEMENT AND
EACH TRANSACTION HEREUNDER.
|
(b)
|
Definitions. This
Agreement, each
Confirmation, and each Transaction are subject
to the 2000 ISDA
Definitions as published by the International Swaps and Derivatives
Association, Inc. as amended, supplemented, updated, restated, and
superseded from time to time (collectively the “Definitions”),
and will be governed
in
all respects by the
Definitions. The Definitions, as so modified are incorporated
by reference in, and made part of, this Agreement and each Confirmation
as
if set forth in full in this Agreement and such
Confirmations. Subject to Section 1(b) of this Agreement,
in the event of any
inconsistency between the provisions of this Agreement and the
Definitions, this Agreement will prevail. Also, subject to
Section 1(b) of this Agreement, in the event of any inconsistency
between
the provisions of any Confirmation
and this Agreement, or the
Definitions, such Confirmation will prevail for the purpose of the
relevant Transaction. The
provisions of the
Definitions are hereby incorporated by reference in and shall be
deemed a
part of this Agreement, except that (i) references in the Definitions
to a
“Swap Transaction” shall be deemed references to a “Transaction” for
purposes of this Agreement, and (ii) references to a “Transaction” in this
Agreement shall be deemed references to a “Swap Transaction” for purposes
of the Definitions. Each term capitalized but not defined in this
Agreement or the Definitions shall have the meaning assigned thereto
in
the Pooling and Servicing
Agreement.
|
(c)
|
Notices. For
the purposes of
subsections (iii) and (v) of Section 12(a), the date of
receipt shall be
presumed to be the date sent if sent on a Local Business Day or,
if not
sent on a Local Business Day, the date of receipt shall be presumed
to be
the first Local Business Day following the date
sent.
|
(d) Reserved.
(e)
|
No
Setoff. Notwithstanding
any provision of
this Agreement or any other existing or future agreement, each party
irrevocably waives any and all rights it may have to set off, net,
recoup
or otherwise withhold or suspend or condition payment or performance
of
any obligation
between it and the other party hereunder against any obligation between
it
and the other party under any other agreements. The provisions
for Set-off set forth in Section 6(e) of the Agreement shall not
apply;
provided, however, that upon the
designation of any Early
Termination Date, in addition to, and not in limitation of any other
right
or remedy under applicable law, Party A may, by notice to Party B,
require
Party B to set off any sum or obligation that Party A owed to Party
B
against any
collateral currently held by
Party B that Party A has posted to Party B, and Party B shall effect
such
set-off promptly, if and to the extent permitted to do so under applicable
law.
|
(f)
|
Non-Petition. Party
A hereby irrevocably and unconditionally agrees that it will not
institute
against, or join any other person in instituting against, Party B,
the
Supplemental Interest Trust Trustee, or the trust created pursuant
to the
Pooling and Servicing Agreement, any bankruptcy, reorganization,
arrangement, insolvency, or similar proceeding under the laws of
the
United States, the Cayman Islands or any other jurisdiction for the
non-payment of any amount due hereunder or any other reason until
the
payment in full of the Notes and the expiration of a period of one
year
plus one day (or, if longer, the applicable preference period) following
such payment. Pursuant to Section 9(c) of this Agreement, the
provisions of this Part 5(f) will survive the termination of this
Agreement so long as any amounts due hereunder remain outstanding.
|
(g)
|
Severability. If
any term, provision, covenant, or condition of this Agreement, or
the
application thereof to any party or circumstance, shall be held to
be
invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been executed
with the invalid or unenforceable portion eliminated, so long as
this
Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter of
this
Agreement and the deletion of such portion of this Agreement will
not
substantially impair the respective benefits or expectations of the
parties; provided, however, that this severability provision will
not be
applicable if any provision of Section 2, 5, 6 or 13 of this Agreement
(or
any definition or provision in Section 14 of this Agreement to the
extent
it relates to, or is used in or in connection with, such section)
is held
to be invalid or unenforceable, provided, further, that the parties
agree
to first use reasonable efforts to amend the affected provisions
of
Section 2, 5, 6 or 13 of this Agreement (or any definition or provision
in
Section 14 of this Agreement to the extent it relates to, or is used
in or
in connection with, such section) so as to preserve the original
intention
of the parties. It shall in particular be understood that this
severability clause shall not affect the single agreement concept
of
Section 1(c) of this Agreement.
|
The
parties shall endeavor to
engage in good faith negotiations to replace any invalid or unenforceable
term, provision, covenant or condition with a valid or enforceable
term,
provision, covenant or condition, the economic effect
of which comes as close
as possible to that of the invalid or unenforceable term, provision,
covenant or condition.
|
|
(h)
|
Recording
of
Conversations. Each
Party: (i)
consents to the recording of all telephone conversations between
trading,
operations and
marketing personnel of the parties and their Affiliates in connection
with
this Agreement or any potential Transaction; (ii) agrees to give
notice to
such personnel that their calls will be recorded; and (iii) agrees
that in
any Proceedings, it
will not object to the
introduction of such recordings in evidence on grounds that consent
was
not properly given.
|
(i)
Amendment;
Consent. Section
9(b) of the Agreement is amended by adding the following at the end of such
Section:
“No
amendment, modification or waiver in
respect of this
Agreement will be effective unless the Rating Agency Condition
is satisfied.”
For
the purposes of this Agreement,
“Rating Agency
Condition”
means, with respect to any particular
proposed act or omission to act hereunder,
and each Rating Agency specified in
connection with such proposed act or omission, that the party acting or failing
to act must consult with each of the specified Rating Agencies and receive
from
each Rating Agency a prior written confirmation that the proposed action or
inaction would not
cause a downgrade or withdrawal
of the then-current rating of any
Certificates or Notes.
(j)
|
Third
Party
Beneficiary. Party
B hereby
acknowledges and agrees that Party A has been made a third-party
beneficiary of the
provisions under the Pooling and
Servicing
Agreement and
shall be entitled to rights
and benefits (including the priority of payments) according to
the terms of the
Pooling and Servicing
Agreement.
|
(k)
|
Limitation
of
Liability.
It is
expressly understood and agreed by the parties hereto that insofar
as
this Agreement is executed by Xxxxx Fargo Bank,
N.A. (“Xxxxx Fargo”) not in its individual capacity, but solely
as Supplemental Interest Trust Trustee of the Supplemental Interest
Trust
under the Pooling and Servicing Agreement in the exercise of the
powers
and authority conferred and invested in it thereunder; (i) Xxxxx
Fargo has
been directed pursuant to the Pooling and Servicing Agreement to
enter
into this Agreement and to perform its obligations hereunder; (ii)
each of
the representations, undertakings and agreements herein made on behalf
of
Party B is made and intended not as personal representations of Xxxxx
Fargo but is made and intended for the purpose of binding only the
Supplemental Interest Trust; and (iii) nothing herein shall be construed
as imposing any liability on Xxxxx Fargo, individually or personally,
to
perform any covenant either express or implied contained herein,
all such
liability, being expressly waived by the parties hereto and by any
person
claiming by, through or under the parties hereto and under no
circumstances shall Xxxxx Fargo in its individual
capacity be personally liable for any payment of any indebtedness
or
expenses or be personally liable for the breach or failure of any
obligation, representation, warranty or covenant made or
undertaken under this Agreement.
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(l)
|
Representations. Section
3 of this Agreement is hereby amended by adding at the end thereof
the
following subsection (g):
|
“(g)
Relationship Between Parties.
(1) Non
Reliance –
Evaluation and
Understanding.
(i)
It
is
not relying upon any communications
(whether written or oral) from the other party as investment advice or as a
recommendation to enter into this Agreement, any Credit Support
Document to which it is a
party and each Transaction hereunder (other than the representations expressly
set forth in this Agreement and in such Credit Support Document), it being
understood that information and explanations related to the terms and
conditions of
a Transaction shall not be considered
investment advice or a recommendation to enter into that Transaction; (ii) it
has not received from the other party
any assurance or guarantee as to the expected results of any
Transaction; (iii)
it
has consulted
with its own legal,
regulatory, tax, business, investment, financial, and accounting advisors to
the
extent it has deemed necessary, and it has made its own independent investment,
hedging, and trading decisions based upon its own judgment and upon any
advice
from such advisors as it has deemed
necessary and not upon any view expressed by the other party and (iv)
it understands and accepts the terms,
conditions and risks of that Transaction.
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(2)
|
Purpose. It
is entering
into this Agreement, any Credit Support Document
to which it is a
party and each Transaction hereunder for the purposes of managing
its
borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of
business.
|
|
(3)
|
Status
of Parties. The other party is not acting as agent, fiduciary
or advisor for it in respect of any Transaction entered into
hereunder.
|
|
(4)
Eligible Contract Participant. It
is an “eligible
contract
participant” as that
term is defined in Section 1a(12) of the U.S.
Commodity Exchange Act (7 U.S.C.
1a) as amended by the
Commodities Futures Modernization Act of
2000.
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(m)
|
Additional
Representations.
|
(1)
Party A
Representation. Party A is
entering into this Agreement and each
Transaction as principal (and not as agent or in any other capacity, fiduciary or
otherwise).
(2)
Party B
Representation. Party B is entering into
this Agreement
as Supplemental Interest
Trust Trustee pursuant
to the Pooling and Servicing
Agreement.
(n)
|
Non-Recourse
Obligations
of Party B.
Party A
acknowledges and
agrees that, notwithstanding
any other provision
herein, the obligations of Party B under this Agreement and any
confirmations hereto are limited recourse obligations of Party B,
payable
solely from the
Supplemental
Interest
Trust and
the proceeds thereof in
accordance with the
priority
of
payments
and
other terms of the Pooling and
Servicing Agreement and that Party A will not have any recourse to
any of
the directors, officers, employees, shareholders or affiliates of
Party B
with respect to any claims, losses,
damages, liabilities,
indemnities or other obligations in connection with any transactions
contemplated hereby. In the event that the Supplemental
Interest Trust and the proceeds thereof should be insufficient to
satisfy
all claims outstanding,
any claims against or
obligations of Party B under this Agreement or any confirmation hereunder
still outstanding shall be extinguished and thereafter not revive.
Xxxxx Fargo
Bank,
N.A. shall
not have liability for any
failure or delay in making a payment hereunder
to Party A due to any
failure or delay in receiving amounts in the account held by the
Supplemental Interest Trust from the Trust created pursuant to the
Pooling
and Servicing Agreement. The
provisions of this Part 5(n)
shall survive the termination of this
Agreement.
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(o)
|
Change
of
Account.
Section 2(b) of this Agreement is hereby amended by adding the following
after the word “delivery”
in the first line of the existing
text: “to another
account in the same legal and tax jurisdiction as the original account”.
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(p)
|
Right
to Terminate
Following Termination Event.
Section 6(b) of this Agreement
is hereby amended by inserting the following before the period at
the end
of the last sentence of the existing text: “; provided,
however, that any
election by Party
A
to designate an Early Termination Date arising in respect of a Change
in
Tax Law shall not be effective if, within 30 days following Party
B’s
receipt of notice from Party A
of Party A’s
designation of an Early
Termination Date in respect of
any event described in Section
5(b)(ii) of this Agreement, Party B notifies Party A that it waives
its
right to receive additional amounts from Party A under Section 2(d)(i)(4)
of this Agreement that would not otherwise be payable but for such
Change
in
Tax Law”.
|
(q) Transfer.
Section 7 of this Agreement is hereby
amended to read in its entirety as follows:
Except
as stated under Section 6(b)(ii)
of this Agreement and in
Part
1(o)(ii) of
the Schedule, neither Party A nor
Party B is permitted to assign, novate or transfer
(whether by way of
security or otherwise) as a whole or in part any of its rights, obligations
or
interests under this Agreement without (1) the
prior written consent of the other
party
and (2) the satisfaction of the Rating
Agency Condition with
respect to S&P.
Notwithstanding
the immediately
foregoing sentence, subject
to giving prior written notification to Party B, if a Moody’s
First Trigger Event has occurred and
is continuing, Party A
may (at its own cost)
transfer
its
rights and obligations with respect
to
this Agreement to
any other entity (a
“Transferee”)
that is an Eligible Replacement such
that the Transferee contracts with Party B on terms that:
(x) have
the effect of preserving for Party
B the economic equivalent of all payment and delivery obligations
(whether
absolute or contingent and assuming the satisfaction of each applicable
condition precedent) under this Agreement immediately before such transfer;
and
(y) are,
in all material respects, no less
beneficial for Party B than
the terms of this Agreement immediately before such transfer; provided that,
(i) a Termination Event
or
Event of Default does not occur under this Agreement as a result of such
transfer; (ii) and both Party A and the Transferee are at the time of transfer “dealers
in notional principal
contracts”
within the meaning of United States
Treasury Regulation Section 1.1001-4 and (iii) the Rating
Agency Condition
is satisfied with respect to S&P.
(r)
|
Confirmations.
Each Confirmation supplements,
forms part of, and
will be read and construed as one with this
Agreement.
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(s)
|
Agent
for Party B. Party A acknowledges that Party B has
appointed the Supplemental Interest Trust Trustee and the Trust
Administrator as its agents under the Pooling and Servicing Agreement
to
carry out certain functions on behalf of Party B, and that the
Supplemental Interest Trust Trustee and the Trust Administrator shall
be
entitled to give notices and to perform and satisfy the obligations
of
Party B hereunder on behalf of Party
B.
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(t)
|
Interpretation.
References in this Agreement to
the parties hereto, Party A and Party B, shall (for the avoidance
of
doubt) include, where appropriate, any permitted successors or assigns
thereof.
|
(u)
|
Gross
Up.
The
third line of Section 2(d)(i) of this Agreement
is hereby
amended by the insertion before the phrase “of any relevant
governmental
revenue authority” of
the words “,
application or official interpretation” and the insertion
of the words
“(either generally
or
with respect to a party of the
Agreement)” after such
phrase.
|
(v)
|
Scope
of
Agreement. Upon
the effectiveness of this
Agreement, unless otherwise agreed to in writing by the parties to
this
Agreement with respect to specific Specified Transactions, all Specified
Transactions then outstanding
or any future Specified
Transactions between Offices of the parties listed in Part 4(d) of
this
Schedule shall be subject to the terms hereof and
each such Specified
Transaction shall be a “Transaction”
for purposes of this
Agreement.
|
(w)
|
Deduction
or Withholding for
Tax. Notwithstanding
the definition of
“Indemnifiable
Tax” in Section
14 of
this Agreement, in relation to payments by Party A, any Tax shall
be an
Indemnifiable Tax and, in relation to payments by Party B, no Tax
shall be
an Indemnifiable
Tax.
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(x)
|
Failure
to Deliver
Collateral. Notwithstanding
Sections 5(a)(i) and 5(a)(iii) or anything in the CSA to the contrary,
any
failure by Party A to comply with or perform any obligation to be
complied
with or performed by Party A under the CSA shall not be an Event
of
Default unless (A) the Second Trigger Collateralization Level applies,
and
(B) such failure is not remedied on or before the third (3rd)
Local
Business Day after notice of such failure is given to Party
A.
|
“Second
Trigger Collateralization Level” applies at any time (i) a Moody’s Second
Trigger Event has occurred and has been continuing for 30 or more Local Business
Days or (ii) an S&P Second Trigger Event has occurred and been continuing
for 10 or more Local Business Days. For the avoidance of doubt, the
Second Trigger Collateralization Level shall cease to apply at any time a
Relevant Entity satisfies the Moody’s Ratings Requirement (Second Trigger) and
the S&P Ratings Requirement Second Trigger.
(y) Tax
Event andTax Event Upon Merger.
Section
5(b)(ii) will apply, provided that the words “(x) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after the
date
on which a Transaction is entered into (regardless of whether such action is
taken or brought with respect to a party to this Agreement) or (y)” shall be
deleted.
Section
5(b)(iii) will apply, provided that Party A shall not be entitled to designate
an Early Termination Date by reason of a Tax Event Upon Merger in respect of
which it is the Affected Party.
Section
6(b)(ii) will apply, provided that the words “or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party” shall be
deleted.
(z) Rating
Agency Notifications.
|
Notwithstanding
any other provision of this Agreement, this Agreement shall not be
amended, no Early Termination Date shall be effectively designated
by
Party B, and no transfer of any rights or obligations under this
Agreement
shall be made (other than a transfer of all of Party A’s rights and
obligations with respect to this Agreement in accordance with Part
5(q)
above) unless the Rating Agencies have been given prior written notice
of
such amendment, designation or
transfer.
|
(aa)
Compliance with Regulation AB
|
Party
A agrees and acknowledges that Mortgage Asset Securitization Transactions,
Inc. (“Depositor”) is required under Regulation AB under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”) (“Regulation AB”), to disclose certain
financial information regarding Party A, depending on the aggregate
“Significance Percentage” of all Transactions under this Agreement,
together with any other transactions that fall within the meaning
of
“derivative contracts” for the purposes of Item 1115 of Regulation AB
between Party A and Party B, as calculated from time to time in accordance
with the Calculation Methodology (as defined
below).
|
(ii)
It
shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business
Day after the date hereof, Depositor notifies Party A that the Significance
Percentage has reached one of the thresholds for significance of derivative
contracts set forth in Item 1115 of Regulation AB (based on a reasonable
determination by Depositor, in good faith and using the Calculation Methodology,
of such Significance Percentage).
(iii)
|
Upon
the occurrence of a Swap Disclosure Event, Party A, at its own expense,
shall provide to Depositor the applicable Swap Financial Disclosure
(as
defined below).
|
(iv)
|
In
the alternative to subparagraph (iii) above, upon the occurrence
of a Swap
Disclosure Event or at any time after complying with subparagraph
(iii)
above, Party A may, at its option and at its own expense, (a)
secure another entity to replace Party A as party to this Agreement
on
terms substantially similar to this Agreement and subject to prior
notification to the Swap Rating Agencies, which entity (or a guarantor
therefor) meets or exceeds the S&P Ratings Requirement (First Trigger)
and Moody’s Ratings Requirement (Second Trigger) (and which satisfies the
Rating Agency Condition) and which entity is able to comply with
the
requirements of Item 1115 of Regulation AB or (b) obtain a guaranty
of the
Party A’s obligations under this Agreement from an affiliate of the Party
A that is able to comply with the financial information disclosure
requirements of Item 1115 of Regulation AB, such that disclosure
provided
in respect of the affiliate will satisfy any disclosure requirements
applicable to the Swap Provider, and cause such affiliate to provide
Swap
Financial Disclosure. If permitted by Regulation AB, any
required Swap Financial Disclosure may be provided by reference to
or
incorporation by reference from reports filed pursuant to the Exchange
Act.
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(v)
|
Party
A agrees that, in the event that Party A provides Swap Financial
Disclosure to Depositor in accordance with paragraph (iii)
above or causes its affiliate to provide Swap Financial Disclosure
to
Depositor in accordance with paragraph (iv)(b) above, it will indemnify
and hold harmless Depositor, its respective directors or officers
and any
person controlling Depositor, from and against any and all losses,
claims,
damages and liabilities (any “Damage”) caused by any untrue statement or
alleged untrue statement of a material fact contained in such Swap
Financial Disclosure or caused by any omission or alleged omission
to
state in such Swap Financial Disclosure a material fact required
to be
stated therein or necessary to make the statements therein, in light
of
the circumstances under which they were made, not misleading; provided,
however that the foregoing shall not apply to any Damage caused by
the
negligence or any willful action of Depositor or any other party
(other
than Party A or any of its affiliates or any of their respective
agents),
including without limitation any failure to calculate the Significance
Percentage according to the terms of this Agreement or to make any
filing
as and when required under Regulation
AB.
|
(vi)
Depositor
shall be an express third party beneficiary of this Agreement as if it were
a
party hereto to the extent of Depositor’s rights explicitly specified
herein.
(vii) In
the event that Party A provides the information referred to above, such
information shall be provided on the date that is the later of (i) five (5)
Business Days after the Swap Disclosure Event or (ii) five (5) Business Days
after the relevant Distribution Date for which the Trust Administrator will
be
required to file a Form 10-D.
For
the
purposes hereof:
“Calculation
Methodology” means such method for determining maximum probable
exposure of a derivative contract as mutually agreed to by Depositor and Party
A.
“Swap
Financial Disclosure” means the financial information specified in
Item 1115 of Regulation AB relating to the applicable Significance
Percentage.
(bb)
|
Timing
of Payments by Party B upon Early Termination.Notwithstanding
anything to the contrary in Section 6(d)(ii) of this Agreement, to
the
extent that all or a portion (in either case, the “Unfunded Amount”) of
any amount that is calculated as being due in respect of any Early
Termination Date under Section 6(e) of this Agreement from Party
B to
Party A will be paid by Party B from amounts other than any upfront
payment paid to Party B by an Eligible Replacement that has entered
a
Replacement Transaction with Party B, then such Unfunded Amount shall
be
due on the next subsequent Distribution Date following the date on
which
the payment would have been payable as determined in accordance with
Section 6(d)(ii) of this Agreement, and on any subsequent Distribution
Dates until paid in full (or if such Early Termination Date is the
final
Distribution Date, on such final Distribution Date); provided, however,
that if the date on which the payment would have been payable as
determined in accordance with Section 6(d)(ii) of this Agreement
is a
Distribution Date, such payment will be payable on such Distribution
Date.
|
(cc)
|
Limitation
on Events of Default. Notwithstanding the provisions
of Sections 5 and 6 of this Agreement, if at any time and so long
as Party
B has satisfied in full all its payment obligations under Section
2(a)(i)
of this Agreement in respect of the transaction with the
reference number 37748816 (the “Cap Transaction”) and has at
the time no future payment obligations, whether absolute or contingent,
under such Section in respect of such Cap Transaction, then unless
Party A
is required pursuant to appropriate proceedings to return to Party
B or
otherwise returns to Party B upon demand of Party B any portion of
any
such payment in respect of such Cap Transaction, (a) the occurrence
of an
event described in Section 5(a) of this Agreement with respect to
Party B
shall not constitute an Event of Default or Potential Event of Default
with respect to Party B as Defaulting Party in respect of such Cap
Transaction and (b) Party A shall be entitled to designate an Early
Termination Date pursuant to Section 6 in respect of such Cap Transaction
only as a result of the occurrence of a Termination Event set forth
in
either Section 5(b)(i) or 5(b)(ii) of this Agreement with respect
to Party
A as the Affected Party, or Section 5(b)(iii) of this Agreement with
respect to Party A as the Burdened Party. For purposes of the
Transaction identified by the reference number 37748816 Party A
acknowledges and agrees that Party B’s only obligation under Section
2(a)(i) of this Agreement in respect of the Cap Transaction is to
pay the
related Fixed Amount on the related Fixed Rate Payer Payment
Date.
|
[signatures
follow]
The
parties executing this Schedule have
executed the Master Agreement and have agreed as to the contents of this
Schedule.
UBS
XX
|
Xxxxx
Fargo Bank, N.A.,, not individually, but solely as Supplemental
Interest Trust Trustee on behalf of the Supplemental Interest Trust
with
respect to the MASTR Adjustable Rate Mortgages Trust 2007-HF2, Mortgage
Pass-Through Certificates, Series 2007-HF2
|
|
By:___________________________________________________________
|
By:___________________________________________________________
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
|
By:___________________________________________________________
|
||
Name:
|
||
Title:
|
EXHIBIT
Q
FORM
OF
ASSESSMENT OF COMPLIANCE
[Name
of
Trust] (the “Trust”)
Mortgage
Pass-Through Certificates
Series
20[__]-[__]
I,
[name
of certifying individual], a duly elected and acting officer of
[__________________________] (the “Assessing Party”), certify pursuant to
Section 3.22 of the Pooling and Servicing Agreement to the Depositor, the Trust
Administrator and each Person, if any, who “controls” the Depositor or the Trust
Administrator within the meaning of the Securities Act of 1933, as amended,
and
their respective officers and directors, with respect to the calendar year
immediately preceding the date of this Certificate (the “Relevant Year”), as
follows:
1. I
am responsible for assessing compliance with the Servicing Criteria applicable
to the Assessing Party during the Relevant Year. For purposes of this
assessment, I have used the Servicing Criteria as set for in Item 1122 of
Regulation AB.
2. Based
on my knowledge, the Assessing Party was in compliance with the Servicing
Criteria applicable to the Assessing Party during the Relevant Year other than
[state any material instance of noncompliance with respect thereto during such
period]. This assessment is based on the activities the Assessing
Party performs with respect to asset-backed securities transactions taken as
a
whole involving the Assessing Party, that are backed by the same asset type
as
the related Loans serviced by it.
3. Based
on the activities the Assessing Party performs with respect to asset-backed
securities transactions taken as a whole involving the Assessing Party, that
are
backed by the same asset type as the related Mortgage Loans serviced by it,
the
following Servicing Criteria are not applicable to the Assessing Party:
[____________].
4. A
registered public accounting firm has issued an attestation report on the
Assessing Party’s assessment of compliance for the period consisting of Relevant
Year.
Capitalized
terms used but not defined herein have the meanings assigned in the pooling
and
servicing agreement dated as of July 1, 2007 (the “Pooling and Servicing
Agreement”) among Mortgage Asset Securitization Transactions, Inc., as
depositor, UBS Real Estate Securities Inc., as transferor, Xxxxx Fargo Bank,
N.A., as master servicer, trust administrator, as custodian and as credit risk
manager, and U.S. Bank National Association, as trustee.
[__________________], | |||
as Assessing Party | |||
By:
|
|||
[Name] | |||
[Title] | |||
[Date] |
EXHIBIT
R
[RESERVED]
EXHIBIT
S
ADDITIONAL
DISCLOSURE NOTIFICATION*
Xxxxx
Fargo Bank, N.A., as Trust Administrator
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn: Client
Manager - MASTR ADJUSTABLE RATE MORTGAGES TRUST 2007-HF2—SEC REPORT
PROCESSING
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
XX 00000
RE: Additional
Form [10-D][10-K][8-K] Disclosure Required
Ladies
and Gentlemen:
In
accordance with Section 9.12 of the Pooling and Servicing Agreement, dated
as of
July 1, 2007, among Mortgage Asset Securitization Transactions, Inc., as
Depositor, UBS Real Estate Securities Inc., as Transferor, Xxxxx Fargo Bank
N.A., as Master Servicer, Trust Administrator, Custodian and Credit Risk
Manager, and U.S. Bank National Association, as Trustee, the undersigned, as
[ ], hereby notifies
you that certain events have come to our attention that [will] [may] need to
be
disclosed on Form [10-D][10-K][8-K].
Description
of Additional Form [10-D][10-K][8-K] Disclosure:
List
of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
Any
inquiries related to this notification should be directed to
[ ],
phone
number: [ ];
email
address: [ ].
NAME
OF PARTY],
as
[role]
|
|||
By:
|
|||
Name: | |||
Title: |
* To
be sent via email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx and by
facsimile to 000-000-0000 in addition to overnight mail to the address
above.
EXHIBIT
T
Additional
Form 10-D Disclosure
ADDITIONAL
FORM 10-D DISCLOSURE
|
|
Item
on Form 10-D
|
Party
Responsible
|
Item
1: Distribution and Pool Performance Information
|
|
Information
included in the [Monthly Statement]
|
Master
Servicer
Servicer
Trust
Administrator
|
Any
information required by 1121 which is NOT included on the [Monthly
Statement]
|
Depositor
|
Item
2: Legal Proceedings
Any
legal proceeding pending against the following entities or their
respective property, that is material to Certificateholders, including
any
proceeding known to be contemplated by governmental
authorities:
|
|
▪
Issuing Entity (Trust Fund)
|
Trustee,
Master Servicer, Trust Administrator and Depositor
|
▪
Sponsor (Seller)
|
Seller
(if a party to the Pooling and Servicing Agreement) or
Depositor
|
▪
Depositor
|
Depositor
|
▪
Trustee
|
Trustee
|
▪
Trust Administrator
|
Trust
Administrator
|
▪
Master Servicer
|
Master
Servicer
|
▪
Custodian
|
Custodian
|
▪
1110(b) Originator
|
Depositor
|
▪
Any 1108(a)(2) Servicer (other than the Master Servicer or Trust
Administrator)
|
Servicer
|
▪
Any other party contemplated by 1100(d)(1)
|
Depositor
|
Item
3: Sale of Securities and Use of Proceeds
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or issuing
entity, that are backed by the same asset pool or are otherwise issued
by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information can be omitted if securities were not
registered.
|
Depositor
|
Item
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)
|
Trust
Administrator
Trustee
|
Item
5: Submission of Matters to a Vote of Security
Holders
Information
from Item 4 of Part II of Form 10-Q
|
Trust
Administrator
Trustee
|
Item
6: Significant Obligors of Pool Assets
Item
1112(b) –Significant Obligor Financial
Information*
|
Depositor
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
|
Item
7: Significant Enhancement Provider
Information
Item
1114(b)(2) – Credit Enhancement Provider Financial
Information*
|
|
▪
Determining applicable disclosure threshold
|
Depositor
|
▪
Requesting required financial information (including any required
accountants’ consent to the use thereof) or effecting incorporation by
reference
|
Depositor
|
Item
1115(b) – Derivative Counterparty Financial
Information*
|
|
▪
Determining current maximum probable exposure
|
Depositor
|
▪
Determining current significance percentage
|
Depositor
|
▪
Requesting required financial information (including any required
accountants’ consent to the use thereof) or effecting incorporation by
reference
|
Depositor
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|
Item
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
|
Any
party responsible for the applicable Form 8-K Disclosure
item
|
Item
9: Exhibits
|
|
Monthly
Statement to Certificateholders
|
Trust
Administrator
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
EXHIBIT
U
Additional
Form 10-K Disclosure
ADDITIONAL
FORM 10-K DISCLOSURE
|
|
Item
on Form 10-K
|
Party
Responsible
|
Item
1B: Unresolved Staff Comments
|
Depositor
|
Item
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
|
Any
party responsible for disclosure items on Form 8-K
|
Item
15: Exhibits, Financial Statement
Schedules
|
Trust
Administrator
Depositor
|
Reg
AB Item 1112(b): Significant Obligors of Pool
Assets
|
|
Significant
Obligor Financial Information*
|
Depositor
|
*This
information need only be reported on the Form 10-K if updated information
is required pursuant to the Item.
|
|
Reg
AB Item 1114(b)(2): Credit Enhancement Provider Financial
Information
|
|
▪
Determining applicable disclosure threshold
|
Depositor
|
▪
Requesting required financial information (including any required
accountants’ consent to the use thereof) or effecting incorporation by
reference
|
Depositor
|
*This
information need only be reported on the Form 10-K if updated information
is required pursuant to the Item.
|
|
Reg
AB Item 1115(b): Derivative Counterparty Financial
Information
|
|
▪
Determining current maximum probable exposure
|
Depositor
|
▪
Determining current significance percentage
|
Depositor
|
▪
Requesting required financial information (including any required
accountants’ consent to the use thereof) or effecting incorporation by
reference
|
Depositor
|
*This
information need only be reported on the Form 10-K if updated information
is required pursuant to the Item.
|
|
Reg
AB Item 1117: Legal Proceedings
Any
legal proceeding pending against the following entities or their
respective property, that is material to Certificateholders, including
any
proceeding known to be contemplated by governmental
authorities:
|
|
▪
Issuing Entity (Trust Fund)
|
Trustee,
Master Servicer, Trust Administrator and Depositor
|
▪
Sponsor (Seller)
|
Seller
(if a party to the Pooling and Servicing Agreement) or
Depositor
|
▪
Depositor
|
Depositor
|
▪
Trustee
|
Trustee
|
▪
Trust Administrator
|
Trust
Administrator
|
▪
Master Servicer
|
Master
Servicer
|
▪
Custodian
|
Custodian
|
▪
1110(b) Originator
|
Depositor
|
▪
Any 1108(a)(2) Servicer (other than the Master Servicer or Trust
Administrator)
|
Servicer
|
▪
Any other party contemplated by 1100(d)(1)
|
Depositor
|
Reg
AB Item 1119: Affiliations and
Relationships
|
|
Whether
(a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
of
the following parties, and (b) to the extent known and material,
any of
the following parties are affiliated with one another:
|
Depositor
as to (a)
Sponsor/Seller
as to (a)
|
▪
Master Servicer
|
Master
Servicer
|
▪
Trust Administrator
|
Trust
Administrator
|
▪
Trustee
|
Trustee
|
▪
Any other 1108(a)(3) servicer
|
Servicer
|
▪
Any 1110 Originator
|
Depositor/Sponsor
|
▪
Any 1112(b) Significant Obligor
|
Depositor/Sponsor
|
▪
Any 1114 Credit Enhancement Provider
|
Depositor/Sponsor
|
▪
Any 1115 Derivate Counterparty Provider
|
Depositor/Sponsor
|
▪
Any other 1101(d)(1) material party
|
Depositor/Sponsor
|
Whether
there are any “outside the ordinary course business arrangements” other
than would be obtained in an arm’s length transaction between (a) the
Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
(b) any
of the following parties (or their affiliates) on the other hand,
that
exist currently or within the past two years and that are material
to a
Certificateholder’s understanding of the Certificates:
|
Depositor
as to (a)
Sponsor/Seller
as to (a)
|
▪
Master Servicer
|
Master
Servicer
|
▪
Trust Administrator
|
Trust
Administrator
|
▪
Trustee
|
Trustee
|
▪
Any other 1108(a)(3) servicer
|
Servicer
|
▪
Any 1110 Originator
|
Depositor/Sponsor
|
▪
Any 1112(b) Significant Obligor
|
Depositor/Sponsor
|
▪
Any 1114 Credit Enhancement Provider
|
Depositor/Sponsor
|
▪
Any 1115 Derivate Counterparty Provider
|
Depositor/Sponsor
|
▪
Any other 1101(d)(1) material party
|
Depositor/Sponsor
|
Whether
there are any specific relationships involving the transaction or
the pool
assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
on
the one hand, and (b) any of the following parties (or their affiliates)
on the other hand, that exist currently or within the past two years
and
that are material:
|
Depositor
as to (a)
Sponsor/Seller
as to (a)
|
▪
Master Servicer
|
Master
Servicer
|
▪
Trust Administrator
|
Trust
Administrator
|
▪
Trustee
|
Trustee
|
▪
Any other 1108(a)(3) servicer
|
Servicer
|
▪
Any 1110 Originator
|
Depositor/Sponsor
|
▪
Any 1112(b) Significant Obligor
|
Depositor/Sponsor
|
▪
Any 1114 Credit Enhancement Provider
|
Depositor/Sponsor
|
▪
Any 1115 Derivate Counterparty Provider
|
Depositor/Sponsor
|
▪
Any other 1101(d)(1) material party
|
Depositor/Sponsor
|
EXHIBIT
V
Form
8-K
Disclosure Information
FORM
8-K DISCLOSURE INFORMATION
|
|
Item
on Form 8-K
|
Party
Responsible
|
Item
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
|
All
parties with respect to any agreement entered into by such
party
|
Item
1.02- Termination of a Material Definitive Agreement
Disclosure
is required regarding termination of any definitive agreement
that is material to the securitization (other than expiration in
accordance with its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
All
parties with respect to any agreement entered into by such
party
|
Item
1.03- Bankruptcy or Receivership
Disclosure
is required regarding the bankruptcy or receivership, with respect
to any
of the following:
|
Depositor
|
▪
Sponsor (Seller)
|
Depositor/Sponsor
(Seller)
|
▪
Depositor
|
Depositor
|
▪
Master Servicer
|
Master
Servicer
|
▪
Affiliated Servicer
|
Servicer
|
▪
Other Servicer servicing 20% or more of the pool assets at the time
of the
report
|
Servicer
|
▪
Other material servicers
|
Servicer
|
▪
Trustee
|
Trustee
|
▪
Trust Administrator
|
Trust
Administrator
|
▪
Significant Obligor
|
Depositor
|
▪
Credit Enhancer (10% or more)
|
Depositor
|
▪
Derivative Counterparty
|
Depositor
|
▪
Custodian
|
Custodian
|
Item
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 statements to the certificateholders.
|
Depositor
Master
Servicer
Trust
Administrator
|
Item
3.03- Material Modification to Rights of Security
Holders
Disclosure
is required of any material modification to document defining the
rights
of Certificateholders, including the Pooling and Servicing
Agreement.
|
Trust
Administrator/Trustee/Depositor (with respect to each, only to the
extent
it is a party to any such documents)
|
Item
5.03- Amendments of Articles of Incorporation or Bylaws; Change of
Fiscal
Year
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”.
|
Depositor
|
Item
6.01- ABS Informational and Computational Material
|
Depositor
|
Item
6.02- Change of Servicer or Trust Administrator
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 or
trustee.
|
Master
Servicer/Trust Administrator/Depositor/
Servicer
Trustee
(as to itself or the Master Servicer)
|
Reg
AB disclosure about any new servicer or master servicer is also
required.
|
Servicer/Master
Servicer/Depositor
|
Reg
AB disclosure about any new Trustee is also required.
|
Trustee
|
Item
6.03- Change in Credit Enhancement or External
Support
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as
derivatives.
|
Depositor/Trust
Administrator
|
Reg
AB disclosure about any new enhancement provider is also
required.
|
Depositor
|
Item
6.04- Failure to Make a Required Distribution
|
Trust
Administrator
|
Item
6.05- Securities Act Updating Disclosure
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
Depositor
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
Item
7.01- Reg FD Disclosure
|
All
parties as to material nonpublic information disclosed by such
party
|
Item
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
certificateholders.
|
Depositor
|
Item
9.01- Financial Statements and Exhibits
|
Responsible
party for reporting/disclosing the financial statement or
exhibit
|
EXHIBIT
W
[RESERVED]
EXHIBIT
X
Assessments
of Compliance and Attestation Reports Servicing Criteria1
Reg.
AB Item 1122(d) Servicing Criteria
|
Servicer
|
Trustee
|
Custodian/
Paying
Agent/
Master
Servicer/
Trust
Administrator
|
General
Servicing Considerations
|
|||
monitoring
performance or other triggers and events of default
|
X
|
X
|
|
monitoring
performance of vendors of activities outsourced
|
X
|
X
|
|
maintenance
of back-up servicer for pool assets
|
X
|
||
fidelity
bond and E&O policies in effect
|
X
|
X
|
|
Cash
Collection and Administration
|
|||
timing
of deposits to custodial account
|
X
|
X
|
|
wire
transfers to investors by authorized personnel
|
X
|
X
|
|
advances
or guarantees made, reviewed and approved as required
|
X
|
X
|
|
accounts
maintained as required
|
X
|
X
|
|
accounts
at federally insured depository institutions
|
X
|
X
|
|
unissued
checks safeguarded
|
X
|
X
|
|
monthly
reconciliations of accounts
|
X
|
X
|
|
Investor
Remittances and Reporting
|
|||
investor
reports
|
X
|
X
|
|
remittances
|
X
|
X
|
|
proper
posting of distributions
|
X
|
X
|
|
reconciliation
of remittances and payment statements
|
X
|
X
|
|
Pool
Asset Administration
|
|||
maintenance
of pool collateral
|
X
|
X
|
|
safeguarding
of pool assets/documents
|
X
|
X
|
|
additions,
removals and substitutions of pool assets
|
X
|
||
posting
and allocation of pool asset payments to pool assets
|
X
|
||
reconciliation
of servicer records
|
X
|
||
modifications
or other changes to terms of pool assets
|
X
|
||
loss
mitigation and recovery actions
|
X
|
||
records
regarding collection efforts
|
X
|
||
adjustments
to variable interest rates on pool assets
|
X
|
||
matters
relating to funds held in trust for obligors
|
X
|
||
payments
made on behalf of obligors (such as for taxes or
insurance)
|
X
|
||
late
payment penalties with respect to payments made on behalf of
obligors
|
X
|
||
records
with respect to payments made on behalf of obligors
|
X
|
||
recognition
and recording of delinquencies, charge-offs and uncollectible
accounts
|
X
|
X
|
|
maintenance
of external credit enhancement or other support
|
* The descriptions of the Item 1122(d) servicing criteria use key words and phrases and are not verbatim recitations of the servicing criteria. Refer to Regulation AB, Item 1122 for a full description of servicing criteria. |
EXHIBIT
Y
Form
of
Back-Up Certification
[On
File
with Xxxxx Fargo]
UBS Loan ID Seller Servicer Arm/Fixed Amortization Orig Loan Number Loan Number Balance ------------------------------------------------------------------------------------------------------------------------------ 333775783 9043829 17065269 Fixed Interest In Arrears 559300 334375438 2200105651 23060924 Arm Interest Only 345550 334375457 2200100043 23060791 Arm Interest Only 333750 777005093 1022014978 360003784 Arm Interest In Arrears 123920 777024479 mark166-cl 17141102 Fixed Interest In Arrears 134400 777025240 777025240 19703404 Arm Interest Only 352000 777025498 18451 22103261 Arm Interest Only 256000 777025632 Vikan-DF 22102727 Fixed Interest In Arrears 145000 777025917 Xxxxxxx-DW 22106694 Fixed Interest In Arrears 390000 777026422 Mikes-DS 22107353 Fixed Interest In Arrears 240000 777026812 6bb0098 22106280 Fixed Interest Only 280000 777026957 18942 22108476 Arm Interest Only 312000 777027305 1570016105 22176192 Fixed Interest Only 1164000 777028211 Klein12-MC 22168231 Fixed Interest In Arrears 499900 777028426 777028426 19697150 Fixed Interest In Arrears 179550 777029314 Maxmaleh-JK 22175160 Fixed Interest In Arrears 600000 777029353 777029353 19694959 Fixed Interest Only 791700 777029782 19728 22177448 Arm Interest Only 184000 777030205 777030205 19694249 Arm Interest Only 389500 777030506 777030506 19691161 Fixed Interest In Arrears 225000 777031807 907010173 22188031 Arm Interest In Arrears 96000 777032065 3.30011E+12 22187413 Arm Interest In Arrears 397500 777032188 586060100 22187983 Arm Interest Only 491200 777032237 777032237 19685684 Arm Interest Only 157500 777032271 1001064833 22188676 Arm Interest Only 272000 777032293 Lakaris 22109425 Arm Interest In Arrears 476800 777032447 1139002085 22188122 Fixed Interest In Arrears 456000 777032476 777032476 19685155 Arm Interest Only 308000 777032579 6120879 22110993 Arm Interest Only 372000 777032662 Gross - 296B 22110076 Arm Interest In Arrears 178435 777032663 Gross - 360B 22188411 Arm Interest In Arrears 146310 777032672 Gross - 275C 22188395 Arm Interest In Arrears 142500 777032806 777032806 19686088 Arm Interest Only 300000 777032900 777032900 19683663 Fixed Interest In Arrears 225000 777032936 777032936 19683432 Fixed Interest In Arrears 346400 777032944 777032944 19686187 Arm Interest Only 229500 777032954 777032954 19685643 Arm Interest Only 248000 777033012 777033012 19684976 Fixed Interest In Arrears 137600 777033040 20573 22109599 Arm Interest Only 375000 777033090 21080344 22108963 Arm Interest In Arrears 416000 777033102 1591004257 22108815 Fixed Interest In Arrears 189000 777033156 1592006887 22110647 Fixed Interest In Arrears 288000 777033207 1541004468 22189351 Fixed Interest In Arrears 252000 777033234 8672 22109987 Arm Interest Only 1330000 777033261 777033261 19682160 Fixed Interest In Arrears 122850 777033395 702219265C 159663483 Fixed Interest In Arrears 274000 777033445 777033445 19684240 Arm Interest Only 313500 777033452 777033452 19681121 Arm Interest Only 384000 777033482 777033482 19683820 Arm Interest Only 330000 777033487 777033487 19683226 Arm Interest Only 73800 777033507 777033507 19684695 Arm Interest Only 409000 777033643 1591004366 22110308 Fixed Interest In Arrears 193500 777033659 20633 22109953 Arm Interest Only 223200 777033690 777033690 19683838 Fixed Interest In Arrears 129964 777033704 777033704 19684299 Arm Interest Only 402750 777033744 20768 22109607 Arm Interest Only 296000 777033802 777033802 19684992 Arm Interest Only 225000 777033826 777033826 19681774 Fixed Interest In Arrears 117800 777033832 777033832 19682632 Fixed Interest In Arrears 339200 777033868 777033868 19682228 Fixed Interest In Arrears 74250 777033869 777033869 19682202 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777033985 777033985 19684687 Arm Interest Only 395000 777033987 777033987 19683796 Fixed Interest In Arrears 73800 777034035 777034035 19682913 Fixed Interest In Arrears 104600 777034055 777034055 19684497 Arm Interest Only 210000 777034091 777034091 19684513 Arm Interest Only 456000 777034206 777034206 19680719 Fixed Interest In Arrears 67500 777034222 777034222 19684620 Arm Interest Only 206185 777034230 777034230 19685197 Arm Interest Only 67500 777034255 777034255 19683580 Arm Interest Only 120650 777034267 777034267 19683481 Arm Interest Only 280500 777034362 130786031-00 22110001 Fixed Interest In Arrears 76000 777034408 1592007179 22111165 Fixed Interest In Arrears 85785 777034437 1540035087 22111173 Fixed Interest In Arrears 198000 777034474 1591004396 22110753 Fixed Interest In Arrears 345000 777034477 1002471173 22110175 Fixed Interest In Arrears 132000 777034538 777034538 19681766 Arm Interest Only 288000 777034618 777034618 19682426 Arm Interest Only 171000 777034631 777034631 19683341 Arm Interest Only 225900 777034639 1591004383 22110837 Fixed Interest In Arrears 300000 777034643 777034643 19682327 Arm Interest Only 269850 777034674 777034674 19681881 Arm Interest Only 212400 777034700 777034700 19687656 Arm Interest Only 185000 777034714 20070333 22111611 Arm Interest Only 196000 777034715 20070332 22111629 Arm Interest Only 162000 777034746 777034746 19681592 Fixed Interest In Arrears 78300 777034776 777034776 19679885 Fixed Interest In Arrears 247000 777034784 777034784 19680479 Fixed Interest In Arrears 145350 777034793 777034793 19682368 Arm Interest Only 192000 777034797 777034797 19682392 Arm Interest Only 192000 777034809 537070007 22111074 Fixed Interest In Arrears 282131 777034954 1593008677 22111553 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777035161 777035161 19680701 Arm Interest Only 168300 777035503 777035503 19680602 Arm Interest Only 243000 777035523 0704160689R1 22111892 Fixed Interest In Arrears 128520 777035601 777035601 19679653 Fixed Interest In Arrears 168300 777036818 116003087 359506999 Arm Interest Only 175000 777038404 777038404 19677202 Arm Interest Only 404050 777038427 2070514002 22115596 Fixed Interest In Arrears 312000 777038431 777038431 19675990 Arm Interest Only 550000 777038477 777038477 19675925 Arm Interest Only 538850 777038583 777038583 19676402 Fixed Interest In Arrears 372150 777035870 7-05-0011 22115653 Fixed Interest In Arrears 247500 777036544 711278 359506416 Arm Interest In Arrears 715000 777036561 99916 359506382 Arm Interest Only 382500 777036566 99979 359504648 Arm Interest Only 441750 777035872 711164 359504449 Arm Interest Only 242150 777037128 710942 359508771 Arm Interest Only 380000 777035919 155884 359506395 Arm Interest Only 294400 777036549 155888 359506384 Arm Interest In Arrears 650000 777036762 1060101525 359494592 Arm Interest Only 1500000 777036639 109011372 359506394 Arm Interest In Arrears 351000 777036540 112001456 359506988 Arm Interest In Arrears 203300 777036441 112001461 359504636 Arm Interest Only 247000 777035968 1080102386 359504642 Arm Interest Only 344000 777035373 1080102354 359494610 Arm Interest Only 480000 777035994 104010943 359504694 Arm Interest Only 320000 777036567 155933 359504649 Arm Interest In Arrears 880000 777036864 112001632 359507004 Arm Interest In Arrears 325000 777036541 112001536 359504647 Arm Interest In Arrears 118750 777035867 101021100 359506966 Arm Interest In Arrears 247000 777036835 711392 359509605 Arm Interest Only 259000 777037135 711441 359509603 Arm Interest Only 300000 777036805 1150001431 359508764 Arm Interest Only 144000 777036812 1150001515 359511738 Arm Interest In Arrears 233600 777036687 777036687 19675768 Arm Interest Only 178750 777036871 777036871 19675644 Arm Interest Only 2000000 777036881 777036881 19675719 Arm Interest In Arrears 95000 777036899 777036899 19676154 Arm Interest Only 396000 777037242 777037242 19676113 Arm Interest Only 1650000 777037254 777037254 19675982 Arm Interest Only 800000 777037255 777037255 19675628 Arm Interest Only 706500 777035254 112001283 359502846 Arm Interest Only 352000 777037489 777037489 19676600 Arm Interest Only 299000 777037411 777037411 19676485 Arm Interest Only 927000 777036838 99942 359506377 Arm Interest Only 412000 777037690 777037690 19675123 Arm Interest Only 60000 777038069 777038069 19675560 Arm Interest Only 527200 777037775 777037775 19675818 Arm Interest Only 350000 777037806 777037806 19676147 Arm Interest Only 749000 777037938 777037938 19675941 Arm Interest Only 194750 777038110 777038110 19676501 Arm Interest Only 104000 777038265 777038265 19675701 Arm Interest Only 250000 777037049 2007 22114730 Fixed Interest Only 650000 777037456 2007263 22115125 Fixed Interest Only 150500 777036740 2007268 22113773 Fixed Interest Only 310000 777037191 2007270 22113781 Arm Interest Only 445550 777036850 2007274 22113765 Arm Interest Only 470000 777037345 7-04-0494 22114813 Arm Interest Only 87600 777035678 1595001878 22113674 Fixed Interest Only 232400 777036532 711268 22114581 Arm Interest Only 488000 777036765 20070494 22115174 Fixed Interest In Arrears 522000 777035244 80766 22113914 Fixed Interest Only 560000 777035805 1593008959 22114045 Fixed Interest In Arrears 161500 777037393 1593008975 22115224 Fixed Interest In Arrears 120000 777036057 1593009010 22114094 Fixed Interest Only 265400 777035751 557029915 22113104 Arm Interest Only 235500 777035541 567015508 22113963 Arm Interest Only 294000 777036632 stocla 22113807 Fixed Interest In Arrears 75510 777037080 7-05-0072 22114151 Fixed Interest In Arrears 422800 777036207 777036207 19678051 Arm Interest Only 342000 777037034 70440 22114219 Arm Interest Only 595000 777037462 70502 22114755 Arm Interest Only 207000 777034235 1542006644 22113666 Fixed Interest Only 1670000 777036482 1280418 22114334 Fixed Interest In Arrears 99750 777036060 93070100 22113831 Fixed Interest In Arrears 180000 777035835 577007412 22114086 Arm Interest Only 256800 777037085 1592007978 22115208 Fixed Interest In Arrears 50017 777036634 99901 22114417 Fixed Interest In Arrears 200000 777037047 20070518 22114722 Fixed Interest Only 406000 777037045 20070521 22114235 Fixed Interest Only 627250 777036839 99976 22114672 Arm Interest Only 612000 777037271 205000531 22115158 Fixed Interest In Arrears 84000 777036479 313474 22114623 Fixed Interest In Arrears 532000 777035355 710893 22114243 Arm Interest Only 500000 777035745 557035755 22113971 Arm Interest Only 380000 777036054 705022 22113625 Fixed Interest In Arrears 138400 777036445 1150001347 22114250 Arm Interest In Arrears 69500 777035521 1540035615 22113997 Fixed Xxxxxxxx Xxxx 000000 777037466 R10596 22114656 Arm Interest In Arrears 648000 777036430 8962 22115018 Arm Interest Only 860000 777037517 9-7002001 22115422 Fixed Interest Only 180700 777037512 9-7002026 22115315 Arm Interest Only 380000 777035299 207596 22113641 Fixed Interest Only 90000 777036444 1060101898 22114268 Arm Interest In Arrears 284000 777035256 1060101922 22114565 Arm Interest Only 272300 777036187 20070310 22114714 Fixed Interest Only 850000 777036019 102000860 22113872 Arm Interest Only 311700 777036571 102000883 22114409 Fixed Interest Only 260000 777036570 1150001449 22113955 Fixed Interest In Arrears 280250 777036072 281500111 22113716 Fixed Interest Only 288000 777036677 281500157 22113708 Fixed Interest Only 348000 777036663 281500161 22113757 Fixed Interest Only 229900 777035873 116003038 22113922 Fixed Interest In Arrears 244700 777037228 557038833 22114847 Arm Interest Only 328000 777036073 557023587 22113294 Arm Interest Only 331200 777035831 557024486 22114607 Arm Interest Only 1650000 777036221 45070185 22114342 Arm Interest Only 665000 777037373 45070203 22115299 Arm Interest Only 463920 777036050 21083611 22115059 Fixed Interest In Arrears 124500 777035788 21083738 22113864 Fixed Interest In Arrears 2000000 777037193 105682007 22114649 Fixed Interest Only 121500 777037579 xxxxxxx 22115042 Arm Interest Only 504000 777035929 711187 22113567 Fixed Interest Only 341250 777036437 711189 22114573 Arm Interest In Arrears 270000 777035912 711198 22114458 Arm Interest Only 312000 777035719 RE37439 22114037 Fixed Interest In Arrears 650000 777037043 1540035813 22114854 Fixed Interest In Arrears 428000 777035887 1540035821 22115216 Fixed Interest In Arrears 621000 777035063 777035063 19677525 Arm Interest Only 1560000 777037281 67070080 22113856 Fixed Interest In Arrears 549000 777035984 710934 22114284 Arm Interest Only 632000 777035357 711074 22113559 Arm Interest Only 185000 777035981 711093 22114524 Arm Interest Only 898850 777035310 711059 22114060 Arm Interest In Arrears 693750 777036281 777036281 19677160 Arm Interest Only 336000 777037430 777037430 19677756 Arm Interest In Arrears 747000 777037432 777037432 19676790 Fixed Interest In Arrears 413100 777037434 777037434 19677152 Arm Interest Only 213750 777037511 777037511 19676766 Arm Interest Only 943200 777037518 777037518 19677327 Fixed Interest Only 340955 777036178 1591004693 22114052 Fixed Interest Only 307800 777036992 1591004741 22115091 Fixed Interest Only 247000 777036202 21084806 22113690 Fixed Interest In Arrears 50000 777036432 155578 22114490 Arm Interest Only 789000 777035852 1595001802 22114680 Arm Interest In Arrears 121500 777035289 1060101813 22114557 Arm Interest Only 527000 777036006 1060102126 22114946 Fixed Interest Only 548000 777036572 1060102128 22114300 Fixed Interest In Arrears 264000 777037265 1541004771 22114979 Fixed Interest Only 84050 777037282 1541004772 22114987 Fixed Interest Only 110650 777034640 1593008500 22115281 Fixed Interest Only 101700 777035452 109011288 22113880 Fixed Interest In Arrears 727000 777036000 109011304 22113658 Arm Interest In Arrears 140000 777036020 109011379 22113583 Fixed Interest In Arrears 123000 777035194 1541004636 22115190 Arm Interest In Arrears 364000 777036328 1541004714 22114102 Fixed Interest In Arrears 189000 777036075 557030418 22113302 Arm Interest Only 428000 777035544 557032885 22113096 Arm Interest Only 889500 777037221 1592008016 22115265 Fixed Interest In Arrears 191450 777035971 112001434 22113930 Fixed Interest In Arrears 191260 777035972 112001435 22113948 Fixed Interest In Arrears 174540 777036452 131225633 22113682 Arm Interest Only 575000 777036184 7040078 22115067 Fixed Interest Only 183200 777036506 7040208 22114748 Fixed Interest In Arrears 352500 777037215 7052117 22114383 Fixed Interest Only 166250 777037641 70526 22115075 Fixed Interest In Arrears 160000 777037827 70532 22115117 Arm Interest Only 228000 777037821 70545 22115141 Arm Interest Only 603250 777037380 XXXXX 22115034 Arm Interest Only 490500 777037519 705010075 22114896 Arm Interest In Arrears 179100 777036926 1593009235 22115257 Fixed Interest Only 232400 777037044 1593009241 22114326 Fixed Interest Only 88000 777037208 9-7001897 22113815 Fixed Interest In Arrears 370000 777035596 9-7001913 22114169 Fixed Interest In Arrears 232900 777036335 9-7001934 22114177 Arm Interest Only 208000 777037346 766140109 22114888 Fixed Interest In Arrears 211850 777037683 2370700521 22114805 Fixed Interest Only 327265 777036680 0000000000 22114193 Fixed Interest Only 357665 777036681 2370700563 22114201 Fixed Interest Only 326315 777036442 112001462 22115083 Arm Interest Only 223250 777036125 9-7001872 22113849 Arm Interest Only 245000 777037339 1400073032 22114391 Arm Interest In Arrears 440100 777035821 5319604 22113732 Arm Interest Only 210000 777037160 5319657 22114110 Fixed Interest In Arrears 150000 777035746 567017355 22113989 Arm Interest Only 460000 777035738 567017371 22113310 Arm Interest Only 304500 777036961 9065 22115166 Arm Interest In Arrears 627000 777035966 1080102247 22114441 Fixed Interest In Arrears 360000 777035308 1080102342 22113898 Arm Interest Only 200000 777037285 1070503000 22115000 Fixed Interest In Arrears 513500 777035940 0000000000 22114599 Arm Interest In Arrears 205000 777036373 MS0016 22113799 Arm Interest Only 446300 777036947 2070220007 22113740 Arm Interest Only 288000 777037083 1540036125 22115109 Fixed Interest Only 727500 777035422 1150001291 22114516 Fixed Interest In Arrears 102800 777035288 104010910 22113633 Arm Interest Only 385000 777035438 0000000000 22113906 Arm Interest Only 412500 777035332 1060101993 22114078 Fixed Interest Only 583200 777035920 155801 22114466 Arm Interest In Arrears 342300 777036761 99879 22114839 Arm Interest Only 252800 777036222 155660 22114276 Arm Interest Only 994000 777036014 155803 22113575 Arm Interest Only 384700 777036824 155965 22114433 Arm Interest In Arrears 310000 777034421 LEPENDORF 22114870 Arm Interest Only 999000 777036111 777036111 19676824 Arm Interest Only 655000 777036582 777036582 19677889 Arm Interest In Arrears 573600 777036589 777036589 19676469 Arm Interest Only 79800 777036059 21084401 22114763 Fixed Interest In Arrears 102400 777037018 703270087 22114185 Arm Interest Only 261250 777035296 1150001305 22113534 Fixed Interest In Arrears 69600 777036230 0000000000 22114292 Fixed Interest Only 460000 777036013 1150001409 22112908 Fixed Interest In Arrears 403750 777036782 704180107 22114797 Arm Interest Only 199000 777035132 7041983 22114771 Fixed Interest In Arrears 260000 777034788 777034788 19677897 Fixed Interest In Arrears 148500 777037198 1593009325 22114961 Fixed Interest In Arrears 371450 777035252 601550 22114821 Arm Interest Only 309600 777035097 777035097 19677848 Fixed Interest In Arrears 153900 777036386 107242007 22114631 Fixed Interest In Arrears 386650 777035921 777035921 19676048 Arm Interest Only 92000 777036038 777036038 19677939 Fixed Interest In Arrears 65520 777036045 777036045 19676345 Fixed Interest In Arrears 410970 777034915 777034915 19677681 Fixed Interest In Arrears 374000 777034923 777034923 19676782 Fixed Interest Only 266000 777036371 777036371 19677095 Fixed Interest In Arrears 173850 777036400 777036400 19676360 Arm Interest Only 420000 777036401 777036401 19677566 Arm Interest Only 800000 777036390 777036390 19677046 Fixed Interest Only 346750 777036041 1701091 22114144 Fixed Interest Only 88255 777036334 777036334 19678200 Fixed Interest Only 465000 777036342 777036342 19677673 Fixed Interest Only 124450 777036344 777036344 19677558 Fixed Interest Only 192000 777035696 777035696 19676840 Fixed Interest Only 298700 777035673 777035673 19677814 Fixed Interest Only 83288 777035159 777035159 19680073 Arm Interest Only 550000 777036486 777036486 19677509 Fixed Interest Only 640000 777035784 777035784 19678655 Arm Interest Only 183600 777036621 777036621 19677616 Arm Interest Only 778500 777036624 777036624 19676873 Arm Interest In Arrears 738000 777036625 777036625 19677640 Arm Interest Only 585000 777036626 777036626 19677947 Arm Interest Only 171200 777037175 2007278 22114789 Fixed Interest In Arrears 408750 777036266 777036266 19678218 Fixed Interest In Arrears 85700 777036273 777036273 19677137 Arm Interest Only 179000 777037162 7042091 22114029 Fixed Interest Only 194750 777037828 70427 22114904 Arm Interest Only 408500 777036366 777036366 19677913 Arm Interest Only 1500000 777036451 777036451 19677467 Arm Interest In Arrears 80000 777036456 777036456 19677780 Fixed Interest Only 275500 777036406 777036406 19677582 Arm Interest Only 800000 777036617 777036617 19679125 Arm Interest Only 600000 777036620 777036620 19677319 Fixed Interest In Arrears 72000 777036512 777036512 19677830 Arm Interest In Arrears 209300 777036604 777036604 19677459 Fixed Interest In Arrears 150000 777036606 777036606 19676451 Arm Interest In Arrears 218250 777036654 777036654 19678275 Arm Interest Only 655500 777037176 777037176 19677178 Fixed Interest Only 1000000 777037180 777037180 19677632 Arm Interest Only 630000 777037181 777037181 19678630 Arm Interest Only 630000 777036575 goldmann 22114128 Arm Interest Only 999999 777036723 777036723 19677533 Fixed Interest In Arrears 127000 777036707 777036707 19676063 Fixed Interest Only 96000 777036708 777036708 19676170 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777036711 777036711 19676741 Arm Interest Only 180000 777036712 777036712 19675958 Arm Interest Only 190000 777036713 777036713 19676899 Arm Interest Only 195000 777036660 777036660 19677376 Fixed Interest In Arrears 93750 777036778 777036778 19677921 Arm Interest Only 900000 777036718 777036718 19677053 Fixed Interest Only 94405 777036719 777036719 19678960 Arm Interest Only 127300 777036785 777036785 19676055 Fixed Interest Only 61500 777036750 777036750 19677491 Fixed Interest In Arrears 112500 777036766 777036766 19678143 Arm Interest In Arrears 391000 777036673 777036673 19678101 Arm Interest Only 1461000 777036870 777036870 19677400 Fixed Interest Only 605125 777036872 777036872 19677699 Arm Interest In Arrears 417000 777036875 777036875 19677269 Arm Interest Only 650000 777036876 777036876 19677707 Arm Interest Only 2100000 777036888 777036888 19677061 Fixed Interest In Arrears 151050 777036880 777036880 19677764 Fixed Interest In Arrears 206150 777036882 777036882 19677806 Arm Interest Only 419210 777036883 777036883 19678481 Arm Interest Only 384750 777036885 777036885 19678085 Arm Interest Only 233700 777036903 777036903 19677749 Fixed Interest In Arrears 112410 777036909 777036909 19677087 Arm Interest Only 1000000 777036918 777036918 19677608 Arm Interest Only 930000 777036920 777036920 19677145 Fixed Interest In Arrears 250000 777036970 777036970 19676287 Fixed Interest Only 418500 777036975 777036975 19678044 Fixed Interest In Arrears 138750 777037019 777037019 19677228 Arm Interest Only 667200 777036982 777036982 19676139 Fixed Interest Only 370000 777036984 777036984 19676543 Fixed Interest In Arrears 398000 777037036 777037036 19677798 Arm Interest Only 500000 777037088 777037088 19678127 Fixed Interest Only 124740 777037076 777037076 19676642 Fixed Interest In Arrears 600000 777037156 777037156 19677012 Fixed Interest Only 1560000 777037326 777037326 19676881 Fixed Interest Only 840000 777037309 777037309 19676626 Arm Interest Only 261800 777037260 777037260 19677665 Fixed Interest In Arrears 122312 777037261 777037261 19677988 Arm Interest Only 527000 777037263 777037263 19676519 Arm Interest Only 705000 777037264 777037264 19676410 Arm Interest Only 1425000 777037270 777037270 19678036 Fixed Interest In Arrears 170500 777037381 777037381 19677301 Fixed Interest In Arrears 105000 777037222 777037222 19676238 Arm Interest In Arrears 234000 777037235 777037235 19676527 Arm Interest Only 449850 777037236 777037236 19677343 Arm Interest Only 750000 777037239 777037239 19677574 Arm Interest In Arrears 780000 777037201 777037201 19676329 Fixed Interest Only 127575 777037251 777037251 19677822 Arm Interest Only 258875 777037252 777037252 19677111 Arm Interest Only 584250 777037258 777037258 19677657 Arm Interest Only 474050 777037246 777037246 19677251 Fixed Interest In Arrears 637000 777034883 1001071124 22114920 Fixed Interest In Arrears 225000 777037359 777037359 19677863 Arm Interest Only 373500 777037366 777037366 19677210 Arm Interest In Arrears 728000 777037369 777037369 19677731 Arm Interest Only 235500 777037349 777037349 19677244 Fixed Interest Only 285000 777036210 1540035366 22114003 Fixed Interest Only 381850 777037382 777037382 19678325 Arm Interest Only 660000 777037385 777037385 19677483 Arm Interest Only 762500 777037386 777037386 19677590 Arm Interest Only 500000 777037387 777037387 19677038 Arm Interest In Arrears 227976 777037484 777037484 19676667 Fixed Interest In Arrears 128000 777037397 777037397 19676816 Arm Interest Only 629500 777037488 777037488 19676915 Fixed Interest Only 550000 777037498 777037498 19676493 Fixed Interest Only 641250 777037499 777037499 19677871 Arm Interest Only 366660 777037531 777037531 19677277 Arm Interest In Arrears 684000 777037406 777037406 19676709 Fixed Interest Only 400000 777037408 777037408 19679513 Arm Interest Only 412300 777037416 777037416 19677723 Arm Interest Only 629375 777037438 777037438 19677293 Arm Interest Only 150000 777037440 777037440 19676865 Arm Interest Only 766000 777037454 777037454 19676857 Fixed Interest Only 750000 777037465 777037465 19677624 Arm Interest Only 330000 777037472 777037472 19676535 Fixed Interest In Arrears 515000 777037474 777037474 19676725 Arm Interest Only 389500 777037475 777037475 19676295 Arm Interest In Arrears 118125 777037476 777037476 19678473 Fixed Interest In Arrears 240000 777037477 777037477 19677004 Arm Interest In Arrears 171000 777037478 777037478 19678770 Arm Interest Only 290985 777037698 777037698 19677186 Fixed Interest Only 142405 777037710 777037710 19676774 Arm Interest Only 480000 777037551 777037551 19676477 Arm Interest Only 750000 777037552 777037552 19676279 Arm Interest Only 537000 777037675 777037675 19676618 Arm Interest Only 499000 777038038 777038038 19676378 Fixed Interest In Arrears 207050 777038087 777038087 19676253 Arm Interest Only 247000 777038094 777038094 19676162 Arm Interest Only 930000 777038020 777038020 19676188 Fixed Interest Only 1355950 777038013 777038013 19676220 Fixed Interest Only 166150 777036760 207530 22113591 Arm Interest Only 1000000 777036434 207636 22114953 Arm Interest In Arrears 225000 777037714 777037714 19676576 Arm Interest In Arrears 191200 777037725 777037725 19676675 Fixed Interest In Arrears 460750 777037730 777037730 19676931 Arm Interest Only 571000 777037756 777037756 19677129 Arm Interest Only 221400 777037777 777037777 19676592 Arm Interest Only 910000 777036116 705031 22114706 Fixed Interest In Arrears 72000 777036957 2070322002 22114698 Arm Interest Only 640000 777037832 777037832 19678374 Fixed Interest In Arrears 161405 777037817 777037817 19677350 Arm Interest Only 371000 777037834 777037834 19676550 Arm Interest Only 402500 777037900 777037900 19676949 Fixed Interest Only 249800 777037920 777037920 19676923 Arm Interest Only 284950 777037927 777037927 19676907 Arm Interest In Arrears 427400 777037972 777037972 19676659 Fixed Interest In Arrears 304000 777037946 777037946 19676436 Arm Interest In Arrears 264000 777037949 777037949 19676105 Fixed Interest Only 65250 777037979 777037979 19676196 Arm Interest Only 179900 777037984 777037984 19676337 Arm Interest In Arrears 149150 777036372 70507022 22115026 Fixed Interest Only 690000 777037793 777037793 19676683 Arm Interest In Arrears 255000 777038102 777038102 19676030 Arm Interest In Arrears 160000 777038122 777038122 19676204 Arm Interest Only 165000 777038160 777038160 19676261 Fixed Interest In Arrears 57600 777038161 777038161 19676246 Fixed Interest Only 153000 777036756 705040000 22115240 Fixed Interest In Arrears 275500 777037467 70505 22114375 Arm Interest Only 255000 777037033 70510 22114615 Arm Interest Only 656250 777037035 70511 22113443 Arm Interest Only 460000 777034486 20070186 22110233 Fixed Interest In Arrears 90250 777036256 20070210 22112247 Fixed Interest In Arrears 150000 777034630 20070218 22110795 Fixed Interest In Arrears 380000 777034333 20070011 22111884 Arm Interest In Arrears 598500 777033386 2007170 22109532 Fixed Interest In Arrears 564000 777035183 2007171 22111942 Arm Interest Only 900000 777033538 7-01-0000 22109771 Arm Interest In Arrears 128250 777033539 7-03-0001 22111140 Arm Interest In Arrears 209000 777032446 212844913 22188007 Arm Interest Only 146300 777032201 130706039-00 22186043 Arm Interest Only 403500 777036246 1595001907 22113054 Fixed Interest Only 340000 777035559 7201 22112676 Fixed Interest In Arrears 219600 777034635 WR1816 22110571 Fixed Interest Only 369650 777035939 601611 22112627 Arm Interest In Arrears 425000 777033269 130794084-00 22188379 Fixed Interest In Arrears 309000 777036510 MALLARODAKIS 22113203 Fixed Interest In Arrears 202500 777035089 1540035526 22112486 Arm Interest Only 258300 777035130 1540035538 22112296 Fixed Interest In Arrears 756000 777034240 1540034909 22110506 Arm Interest In Arrears 383000 777034938 1540034920 22111546 Arm Interest In Arrears 630000 777036362 20070467 22113278 Fixed Interest In Arrears 348750 777028268 20060663 22174668 Fixed Interest In Arrears 133250 777035726 567013826 22112155 Arm Interest Only 288000 777033291 130855166-00 22188551 Fixed Interest In Arrears 608000 777035216 1592007444 22112304 Arm Interest Only 571950 777034972 1592007501 22112080 Fixed Interest Only 300000 777035824 1592007564 22112700 Fixed Interest In Arrears 616000 777035857 0000000000 22112965 Arm Interest In Arrears 508000 777030465 20060784 22175343 Fixed Interest In Arrears 780000 777035436 112001050 22112726 Arm Interest In Arrears 499500 777036021 112001151 22113005 Fixed Interest In Arrears 135800 777033954 4407014496 22111637 Arm Interest Only 787500 777035577 567011481 22112148 Arm Interest Only 1025000 777036201 777036201 19678986 Fixed Interest Only 312630 777036206 777036206 19679315 Arm Interest In Arrears 330000 777036226 777036226 19679349 Arm Interest In Arrears 738000 777034601 1540035207 22111397 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777034621 1540035218 22112007 Arm Interest In Arrears 81000 777031601 1595001166 22187900 Arm Interest Only 307700 777031753 1595001186 22111256 Fixed Interest Only 581600 777028891 0000000000 22179600 Fixed Interest In Arrears 156650 777017240 602151458 560215458 Fixed Interest In Arrears 176800 777036043 70435 22112122 Arm Interest Only 430000 777036115 70438 22112791 Arm Interest Only 294262 777036731 70439 22113161 Arm Interest Only 280250 777030872 130419328-00 22180475 Arm Interest Only 375000 777034436 1542006692 22113120 Fixed Interest In Arrears 392000 777034854 1542006780 22111850 Arm Interest In Arrears 79000 777034774 baiharr 22110860 Fixed Interest In Arrears 143530 777032963 biniachvili 22188353 Fixed Interest Only 507500 777034664 20910 22110944 Fixed Interest In Arrears 288000 777037070 10801075 22113351 Fixed Interest Only 284300 777033155 1119018896 22109029 Fixed Interest In Arrears 116500 777033918 Xxxxx 22111439 Arm Interest Only 1000000 777030021 Mena-EK! 22179980 Arm Interest Only 483360 777026423 Meoli2-DS 22108385 Fixed Interest Only 633750 777033726 102172007 22110852 Arm Interest In Arrears 118400 777031227 10612046 22187306 Fixed Interest Only 302990 777034765 1596001574 22111967 Arm Interest Only 647500 777034807 1596001590 22113013 Arm Interest In Arrears 240000 777034826 1596001591 22113021 Arm Interest In Arrears 305000 777032964 Roz2 22188163 Arm Interest Only 1075000 777034105 0000000000 22111231 Fixed Interest In Arrears 105000 777032452 1595001290 22189120 Arm Interest Only 650000 777034471 1595001302 22110324 Fixed Interest Only 209950 777034473 1595001305 22110449 Fixed Interest Only 189800 777031222 20033 22183966 Fixed Interest Only 205600 777034994 21174 22111983 Fixed Interest In Arrears 56475 777030628 1538007333 22187801 Fixed Interest In Arrears 175000 777017895 604030094 560403094 Fixed Interest In Arrears 261000 777034748 JONESDEN 22111934 Fixed Interest In Arrears 306000 777033099 Jordan 22108948 Arm Interest In Arrears 417000 777029833 Xxxxxxx-Xx 22108955 Fixed Interest In Arrears 450000 777030350 Xxxxxx-XX 22177604 Arm Interest Only 337500 777035674 1592007694 22112502 Fixed Interest Only 199000 777035851 1592007713 22112957 Fixed Interest In Arrears 103500 777022952 607272848 156065898 Fixed Interest Only 168000 777029759 1540033470 22183107 Arm Interest In Arrears 358000 777033494 1540034466 22111082 Arm Interest Only 185000 777034738 123123123 22111033 Fixed Interest Only 1140000 777033072 1542006411 22110381 Fixed Interest Only 72000 777033205 1542006432 22110654 Arm Interest Only 824000 777033224 1542006435 22110050 Fixed Interest Only 54000 777033426 130727357 22189005 Fixed Interest In Arrears 155000 777033418 130727746-00 22189013 Fixed Interest In Arrears 136000 777033270 130731334-00 22188361 Fixed Interest Only 237000 777035485 1592007254 22112171 Fixed Interest In Arrears 240000 777034588 1592007337 22112932 Fixed Interest In Arrears 73500 777033033 205000468 22109060 Fixed Interest In Arrears 117200 777033035 205000477 22109052 Fixed Interest In Arrears 52000 777033328 20613 22110555 Fixed Interest Only 440000 777029410 23860039 22178586 Fixed Interest Only 280000 777036012 711096 22112759 Arm Interest Only 75050 777034143 60002550 22109631 Fixed Interest In Arrears 65700 777030290 6002491 22187389 Fixed Interest In Arrears 600000 777029957 60030 22178685 Fixed Interest In Arrears 273505 777033172 702229315c 159527571 Arm Interest Only 213600 334756470 0000000000 23064884 Arm Interest Only 104000 777032132 130405616-00 22187264 Fixed Interest In Arrears 475300 777032178 1540034056 22109516 Fixed Interest Only 900000 777036094 1540035665 22113047 Fixed Interest Only 70000 777034444 0000000000 22111660 Fixed Interest Only 220000 777035151 21079992 22112692 Fixed Interest In Arrears 495000 777027174 128734936-00 22108575 Arm Interest In Arrears 412000 777030162 130383359-00 22180418 Fixed Interest In Arrears 130000 777034361 130399132-00 22109995 Arm Interest Only 273000 777030169 1540033594 22186993 Arm Interest In Arrears 167400 777030585 130441777-00 22178271 Arm Interest In Arrears 385000 777031112 130543697-00 22180848 Fixed Interest In Arrears 257500 777033108 130557770 22188577 Arm Interest Only 480000 777034051 130918014 22109698 Arm Interest Only 290000 777032492 130679624-00 22186852 Arm Interest Only 127000 777035549 131210932-00 22111686 Fixed Interest Only 408000 777034386 1592007023 22111520 Fixed Interest In Arrears 450000 777034349 1592007087 22110696 Fixed Interest Only 468000 777035317 102000816 22112411 Fixed Interest In Arrears 330000 334756598 7700195426 23064843 Arm Interest Only 175200 777030383 0000000000 22181283 Fixed Interest Only 226000 777034773 28150083 22111066 Arm Interest Only 360900 777032428 H37007 22108989 Arm Interest Only 440000 777032661 Gross - 289B 22188403 Arm Interest In Arrears 175500 777032366 701230010 22188684 Arm Interest Only 650000 777030463 Laurence2 22185417 Fixed Interest In Arrears 448500 777035323 116003021 22112429 Fixed Interest In Arrears 151450 777035324 116003028 22112874 Fixed Interest In Arrears 356000 777036228 777036228 19678994 Arm Interest Only 1680000 777036237 777036237 19679240 Arm Interest In Arrears 271200 777035595 21077 22112098 Fixed Interest In Arrears 142000 777032618 21078027 22188247 Fixed Interest Only 108720 777028492 611086506C 157403114 Fixed Interest In Arrears 180000 777034984 777034984 19680222 Fixed Interest Only 341905 777034985 777034985 19682046 Arm Interest Only 585000 777035568 557024163 22111736 Arm Interest Only 158000 777029596 Fagon1 22175095 Fixed Interest In Arrears 280000 777034212 0000000000 22112643 Fixed Interest Only 207000 777034677 21081758 22112353 Fixed Interest Only 128250 777034675 21082033 22111470 Fixed Interest Only 102600 777034860 70310 22111355 Arm Interest In Arrears 134250 777034565 703140051 22112387 Fixed Interest In Arrears 77000 777034662 7031787 22111603 Fixed Interest In Arrears 318000 777034749 7031791 22111421 Arm Interest In Arrears 171000 777035082 7031862 22112015 Fixed Interest Only 175750 777034341 21082484 22111694 Arm Interest Only 224500 777034343 21082525 22111702 Arm Interest Only 233900 334756508 7700207300 23065253 Arm Interest Only 236000 777035087 1542006828 22111561 Arm Interest In Arrears 173600 777035218 1542006882 22113138 Fixed Interest In Arrears 196500 777030478 H505828NY 22185250 Fixed Interest Only 360500 777034345 XXXXXX 22110589 Fixed Interest In Arrears 493000 777034108 1593008129 22110423 Arm Interest In Arrears 96000 777033713 1593008146 22110548 Arm Interest Only 1450000 777035217 1593008776 22112494 Fixed Interest Only 187800 777030178 19870 22179477 Fixed Interest Only 360000 777034517 ShimDS 22111876 Fixed Interest In Arrears 626000 777029814 Xxxxxx-CFS 22182430 Fixed Interest In Arrears 474500 777036253 19278 22112551 Fixed Interest In Arrears 960000 777035486 1591004599 22112338 Fixed Interest Only 213750 777035139 1591004603 22113377 Fixed Interest Only 247900 777034853 777034853 19681733 Fixed Interest In Arrears 71400 777034861 777034861 19681683 Fixed Interest In Arrears 53600 777034863 777034863 19681667 Fixed Interest In Arrears 50400 777034864 777034864 19681717 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777034945 777034945 19682186 Arm Interest Only 340000 777034967 777034967 19679091 Fixed Interest In Arrears 135000 777033771 960702EM010 22110365 Arm Interest In Arrears 87300 777032591 1596001075 22189310 Arm Interest In Arrears 682000 777032616 1596001165 22110431 Arm Interest Only 162450 777033134 1593007920 22110399 Fixed Interest Only 210400 777031802 0000000000 22188718 Fixed Interest In Arrears 66350 777036326 1540035753 22113393 Fixed Interest Only 160000 777035522 1596001701 22112189 Fixed Interest Only 960000 777030167 1542005949 22181010 Fixed Interest Only 213600 777030181 130276371-00 22174882 Fixed Interest Only 330000 777034988 131050189-00 22111199 Fixed Interest Only 413000 777035058 777035058 19680230 Arm Interest Only 400000 777035060 777035060 19681576 Arm Interest Only 585820 777035061 777035061 19681055 Arm Interest Only 585000 777035065 777035065 19681006 Arm Interest Only 497600 334756543 7700205582 23065162 Arm Interest Only 234800 334756614 7700206325 23065188 Arm Interest Only 235100 777035229 8938 22112569 Arm Interest Only 1995000 777034866 777034866 19681758 Fixed Interest In Arrears 49500 777034870 777034870 19678879 Arm Interest Only 104500 777034873 777034873 19681493 Arm Interest Only 116375 777034289 1541004547 22110670 Arm Interest In Arrears 220500 777034586 1541004584 22111108 Arm Interest In Arrears 232200 777035806 1541004612 22113146 Fixed Interest In Arrears 161250 777035808 1541004613 22113385 Fixed Interest In Arrears 105000 777036227 7110052007 22112395 Arm Interest In Arrears 920000 777036011 711094 22112742 Arm Interest Only 147155 777036015 711034 22112924 Fixed Interest Only 114950 777028577 611106581C 157403726 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777034472 1541004421 22111090 Arm Interest Only 305000 777028793 1592005966 22187132 Arm Interest In Arrears 72000 777036275 777036275 19678077 Arm Interest Only 139500 777036277 777036277 19679026 Arm Interest Only 152880 777036238 777036238 19678671 Fixed Interest In Arrears 444000 777033649 13300 22110563 Arm Interest In Arrears 400000 777031568 1542006179 22109847 Arm Interest In Arrears 198000 777032687 1542006228 22189328 Fixed Interest In Arrears 210500 777032496 15 22187942 Arm Interest In Arrears 439850 777009489 9032821886 9032821886 Fixed Interest In Arrears 400000 777033323 9032988693 9032988693 Fixed Interest In Arrears 667000 777034057 9032991499 9032991499 Fixed Interest Only 560000 777029262 1591003873 22178826 Fixed Interest In Arrears 783000 777030011 0000000000 22179055 Fixed Interest In Arrears 273000 777034488 1591004500 22111298 Fixed Interest Only 960000 777035609 1591004588 22112320 Fixed Interest In Arrears 215000 777035488 0000000000 22112312 Fixed Interest In Arrears 200000 777034385 1592006855 22111512 Fixed Interest Only 269500 777034585 1595001645 22111538 Arm Interest In Arrears 132300 777034730 1595001667 22111181 Fixed Interest Only 570000 777035637 1595001752 22112650 Fixed Interest In Arrears 115500 777034772 123456 22112528 Fixed Interest Only 128240 777034253 123456 22110126 Arm Interest Only 1500000 777034410 1593008385 22111330 Fixed Interest Only 62550 777034331 1595001578 22111579 Arm Interest In Arrears 159200 777034390 1595001585 22110886 Arm Interest In Arrears 141600 777028372 1596000661 22177117 Fixed Interest In Arrears 300000 777028373 1596000662 22178024 Fixed Interest In Arrears 115000 777034856 1596001368 22111819 Arm Interest Only 250250 777034050 0000000000 22111587 Arm Interest Only 520000 777034509 1596001449 22111322 Arm Interest Only 384000 777034558 1593008189 22111249 Fixed Interest Only 159900 777034393 1593008269 22111389 Arm Interest In Arrears 261000 777034217 1593008272 22110787 Arm Interest Only 205000 777034325 1593008304 22110738 Arm Interest In Arrears 164500 777034274 1593008305 22111975 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777032349 623342680 22189237 Arm Interest Only 240700 777028087 610316172 157402785 Fixed Interest In Arrears 186400 777023940 1625000141 22108377 Fixed Interest In Arrears 340000 777030626 1625001058 22180376 Fixed Interest In Arrears 485000 777030342 1625001061 22178875 Fixed Interest In Arrears 260000 777029810 1625001179 22109896 Arm Interest Only 993750 777031600 1625001410 22110761 Fixed Interest Only 592000 777034351 1625001582 22110498 Arm Interest In Arrears 668000 777032341 1625001500 22188452 Fixed Interest In Arrears 487500 777034388 0000000000 22110746 Fixed Interest Only 525000 777034771 1703067 22112510 Fixed Interest Only 128240 777028493 610088 22108856 Fixed Interest In Arrears 202500 777035313 155859 22112866 Fixed Interest In Arrears 399000 777033193 777033193 19685106 Arm Interest Only 200000 777017870 604202039 560420039 Fixed Interest In Arrears 121200 777032069 1593007574 22111777 Arm Interest In Arrears 340000 777028566 130198336-00 22181937 Fixed Interest In Arrears 266000 777034820 777034820 19680941 Fixed Interest In Arrears 268000 777034822 777034822 19681147 Arm Interest In Arrears 148050 777034827 777034827 19681469 Arm Interest Only 119120 777034828 777034828 19681964 Fixed Interest Only 228000 777034805 777034805 19680818 Fixed Interest Only 193500 777034808 777034808 19680834 Fixed Interest Only 193500 777034832 777034832 19681600 Arm Interest Only 615000 777034839 777034839 19681568 Arm Interest Only 113525 777034841 777034841 19681907 Fixed Interest In Arrears 144000 777034843 777034843 19681238 Fixed Interest In Arrears 180000 777034498 0000000000 22110605 Arm Interest In Arrears 260100 777034953 0000000000 22111785 Fixed Interest Only 460000 777035327 1060101769 22112585 Fixed Interest In Arrears 225500 777031393 130580103-00 22181374 Fixed Interest In Arrears 149000 777033917 130757453 22109185 Arm Interest Only 410000 777033975 130819519 22110936 Arm Interest In Arrears 239900 777033470 1542006496 22110068 Fixed Interest Only 275000 777034695 1593008532 22111678 Arm Interest In Arrears 109250 777034775 1593008578 22112288 Arm Interest Only 159750 777035033 1593008714 22111868 Fixed Interest In Arrears 213000 777029851 1596000837 22110316 Arm Interest In Arrears 125000 334756467 2200188311 23064207 Arm Interest Only 172800 777033167 777033167 19685940 Arm Interest Only 294500 777033170 777033170 19686948 Arm Interest Only 294500 777032816 777032816 19686096 Arm Interest Only 454090 777036323 2070330003 22113187 Arm Interest Only 148000 777036948 2070404000 22113401 Arm Interest Only 286000 777036299 2070406005 22113526 Arm Interest Only 177000 777030247 6110419 22175459 Fixed Interest In Arrears 228000 777031163 777031163 19691633 Arm Interest Only 120000 777031164 777031164 19690494 Fixed Interest In Arrears 105000 777033835 1595001499 22110779 Arm Interest Only 185250 777033944 1595001511 22110662 Arm Interest Only 184400 777033950 1595001514 22111280 Arm Interest Only 1360000 777036508 9042507954 9042507954 Fixed Interest In Arrears 175000 777036509 9042518621 9042518621 Fixed Interest In Arrears 200000 777034059 9042470682 9042470682 Fixed Interest In Arrears 444000 777034061 9042478511 9042478511 Fixed Interest Only 498000 777034484 9042483743 9042483743 Fixed Interest In Arrears 675000 777035000 9042505180 9042505180 Fixed Interest In Arrears 500000 777033324 9033010349 9033010349 Fixed Interest In Arrears 552000 777033321 9033010471 9033010471 Fixed Interest In Arrears 635000 777034056 9033013558 9033013558 Fixed Interest Only 510000 777034483 9033026345 9033026345 Fixed Interest In Arrears 540000 777034398 9033026378 9033026378 Fixed Interest In Arrears 465000 777034999 9033028119 9033028119 Fixed Interest In Arrears 516000 777035494 9033029620 9033029620 Fixed Interest In Arrears 978000 777036420 9033032491 9033032491 Fixed Interest In Arrears 260000 777031521 9032999187 9032999187 Fixed Interest In Arrears 515000 777034058 9033006230 9033006230 Fixed Interest In Arrears 508000 777033565 142046167 22112999 Fixed Interest In Arrears 500000 777033890 777033890 19684026 Fixed Interest In Arrears 285000 777033198 777033198 19683531 Arm Interest Only 200000 777033180 777033180 19686518 Arm Interest Only 412000 777033304 777033304 19685759 Arm Interest In Arrears 1347500 777031252 906110417 22183404 Fixed Interest Only 86400 777036048 WH0704A07050 22113427 Fixed Interest In Arrears 700000 777029835 130221666 22174080 Arm Interest Only 400000 777036039 105992007 22113500 Fixed Interest In Arrears 176225 777030843 130525827-00 22187124 Arm Interest In Arrears 280000 777033292 130855224-00 22189245 Fixed Interest In Arrears 575000 777033691 130859044-00 22108880 Arm Interest Only 507000 777033422 130870231-00 22110142 Arm Interest In Arrears 560000 777031790 130662406-00 22184873 Arm Interest In Arrears 220000 777034752 130947989 22110704 Fixed Interest Only 280000 777035495 9033033408 9033033408 Fixed Interest Only 468000 777036298 9033038134 9033038134 Fixed Interest In Arrears 600000 777036297 9033039116 9033039116 Fixed Interest In Arrears 679000 777036507 9033049719 9033049719 Fixed Interest In Arrears 383000 777036415 9033053539 9033053539 Fixed Interest In Arrears 315000 777027945 611026320c 158289124 Fixed Interest In Arrears 121600 777033255 777033255 19684745 Arm Interest In Arrears 227500 777033263 777033263 19684604 Arm Interest In Arrears 149600 777029970 777029970 19692920 Fixed Interest In Arrears 225000 777033981 777033981 19683093 Arm Interest Only 573000 777033982 777033982 19683374 Arm Interest Only 650000 777033986 777033986 19684117 Fixed Interest In Arrears 75800 777033924 777033924 19683952 Arm Interest Only 300000 777033925 777033925 19683028 Fixed Interest In Arrears 76800 777034334 taub3 22110597 Fixed Interest In Arrears 625000 777030530 130414881 22180467 Arm Interest Only 330000 777030314 130416159-00 22179246 Fixed Interest In Arrears 680000 777036595 21048 22113252 Arm Interest Only 255000 777036446 131167645 22112809 Fixed Interest In Arrears 455000 777018975 604111126 560411126 Fixed Interest In Arrears 259500 777023196 607132326c 154966824 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777035448 109011270 22113344 Arm Interest Only 171950 777029962 19804 22180913 Fixed Interest In Arrears 170000 777035401 112001208 22112593 Arm Interest In Arrears 257450 777035253 112001216 22112635 Arm Interest Only 237250 777035259 112001236 22112841 Fixed Interest In Arrears 140000 777031860 907010243 22187652 Arm Interest Only 281800 777033959 70241 22109342 Fixed Interest In Arrears 265000 777033773 70242 22109326 Fixed Interest In Arrears 256000 777033639 70250 22188965 Fixed Interest In Arrears 245000 777033851 70263 22109524 Arm Interest Only 299250 777034737 70270 22110712 Arm Interest Only 420000 777034250 7029478 22110480 Fixed Interest In Arrears 211500 777034908 777034908 19681477 Arm Interest Only 154185 777034909 777034909 19680354 Fixed Interest In Arrears 117300 777031784 130604630-00 22183743 Arm Interest Only 362000 777034549 130921109 22111462 Fixed Interest In Arrears 1280000 777017384 0603178721C 1528086622 Fixed Interest In Arrears 124720 777020847 604199670 154455182 Fixed Interest In Arrears 118000 777033794 BW0856 22110092 Fixed Interest Only 400000 777036449 131124778-00 22112817 Arm Interest Only 321000 777029072 130253792 22170591 Arm Interest Only 405000 777029836 130372501-00 22178230 Arm Interest Only 305000 777029423 777029423 19694447 Arm Interest In Arrears 414000 777033489 130778566 22189211 Arm Interest Only 575000 777033289 130780539-00 22188387 Fixed Interest Only 401000 777030450 130385925 22178172 Arm Interest Only 280000 777032411 907010481 22188148 Fixed Interest In Arrears 202304 777034419 mac35 22110340 Arm Interest In Arrears 1440000 777032811 macpherson 22187967 Fixed Interest Only 1000000 777033406 shamash1 22110969 Fixed Interest In Arrears 662000 334740666 2200168679 23063449 Arm Interest Only 410400 777035497 9-7001893 22111991 Fixed Interest In Arrears 256000 777035659 9-7001926 22113518 Arm Interest Only 439350 777017893 604202029 560502265 Fixed Interest Only 171280 777033459 777033459 19683606 Arm Interest Only 525000 777033461 777033461 19683507 Arm Interest In Arrears 546400 777033475 777033475 19685536 Arm Interest Only 417000 777033508 777033508 19683390 Arm Interest In Arrears 301500 777033510 777033510 19683994 Fixed Interest In Arrears 75525 777033512 777033512 19682616 Arm Interest In Arrears 135375 777033514 777033514 19683812 Arm Interest In Arrears 64600 777033491 777033491 19683713 Arm Interest Only 352500 777033505 777033505 19684372 Arm Interest Only 322000 777033528 777033528 19683697 Fixed Interest In Arrears 123490 777033520 777033520 19683960 Arm Interest Only 375500 777033572 777033572 19684869 Arm Interest In Arrears 80750 777033573 777033573 19681873 Arm Interest In Arrears 650000 334756519 7700209943 23065337 Arm Interest Only 326400 777036104 cardone 22112544 Fixed Interest Only 300000 777033729 777033729 19684703 Fixed Interest Only 163907 334756493 7700204539 23065071 Arm Interest Only 280000 334740605 7700204552 23065089 Arm Interest In Arrears 409500 334756570 7700204735 23065105 Arm Interest Only 300000 777033215 3407020801 22109300 Fixed Interest In Arrears 160000 777028760 777028760 19695303 Fixed Interest In Arrears 180000 777033604 777033604 19684406 Arm Interest In Arrears 199600 777033610 777033610 19684448 Arm Interest In Arrears 197600 777033586 777033586 19682533 Arm Interest Only 178000 777033591 777033591 19682566 Arm Interest Only 1000000 777033628 777033628 19681998 Arm Interest In Arrears 720000 777033630 777033630 19684307 Arm Interest Only 250000 777033623 777033623 19687177 Arm Interest Only 196000 777033625 777033625 19684125 Arm Interest In Arrears 720000 777033682 777033682 19684877 Arm Interest Only 478000 777029746 19699 22176465 Arm Interest Only 296000 777033758 777033758 19683457 Arm Interest Only 473000 777033759 777033759 19682855 Arm Interest Only 114000 777033760 777033760 19682681 Fixed Interest Only 128207 777033761 777033761 19683366 Arm Interest Only 1100000 777033764 777033764 19683101 Arm Interest Only 400000 777033754 777033754 19682780 Fixed Interest In Arrears 180000 777033756 777033756 19681857 Fixed Interest In Arrears 314000 777033825 777033825 19683937 Arm Interest In Arrears 243200 777033827 777033827 19684315 Arm Interest Only 2246250 777033818 777033818 19683416 Arm Interest In Arrears 140250 777033819 777033819 19684521 Arm Interest In Arrears 154850 777033821 777033821 19683234 Arm Interest Only 104000 777033961 777033961 19683200 Arm Interest In Arrears 72000 777033963 777033963 19682764 Arm Interest In Arrears 127205 777029581 777029581 19693670 Arm Interest Only 720000 777033405 smaslaton1 22110910 Arm Interest Only 530000 777033296 CGRWS89 22110456 Arm Interest In Arrears 1000000 777030763 777030763 19691948 Arm Interest In Arrears 137360 777022726 607242677 154964738 Fixed Interest Only 160000 777031781 130378029-00 22185185 Arm Interest In Arrears 363000 777020463 606061249C 154101703 Fixed Interest Only 112000 777033865 61025 22109888 Fixed Interest Only 306000 777033550 7011066 22111157 Arm Interest Only 520000 777033219 7011175 22111371 Arm Interest Only 665000 777033254 7011184 22111009 Arm Interest In Arrears 320000 334740612 2200181702 23063787 Arm Interest Only 173950 334756602 2200107575 23062961 Arm Interest Only 305250 334918942 2200185746 23069065 Arm Interest Only 237600 334918943 2200185813 23069073 Arm Interest Only 237600 334918924 2200186458 23069081 Arm Interest Only 232000 777033799 117352006 22112254 Fixed Interest In Arrears 123680 777029339 777029339 19688993 Arm Interest Only 1100000 777029567 777029567 19692904 Fixed Interest In Arrears 450000 777027684 262505 22172837 Fixed Interest In Arrears 173500 777017737 604141470 560414470 Fixed Interest In Arrears 77600 777019762 604171613 560417613 Fixed Interest In Arrears 126000 777018227 605030204 153293501 Fixed Interest In Arrears 126750 777020547 606021182 154528624 Fixed Interest In Arrears 75000 777022101 606201738 560620738 Fixed Interest In Arrears 228000 777029303 777029303 19694157 Arm Interest Only 174000 777030400 777030400 19693175 Arm Interest In Arrears 206100 777026854 610040300 561004300 Fixed Interest In Arrears 208000 777023736 608143350 155696602 Fixed Interest Only 205000 777032619 206900235 22110266 Fixed Interest In Arrears 60800 777024243 608233796 155880487 Fixed Interest In Arrears 108000 777029785 777029785 19691237 Arm Interest Only 411000 777029786 777029786 19693167 Arm Interest Only 115000 777029646 777029646 19692755 Arm Interest Only 416000 777029649 777029649 19692730 Arm Interest Only 292500 777036249 14148 22113609 Fixed Interest In Arrears 300000 777034810 0000000000 22111900 Arm Interest Only 113400 777033105 130815269 22188270 Arm Interest Only 527900 777035569 537021453 22111744 Arm Interest Only 250000 777037081 1070425003 22113484 Arm Interest Only 377000 777029491 777029491 19693704 Arm Interest In Arrears 588900 777033872 Xxxx 22109557 Arm Interest Only 1440000 777030685 130469414 22179766 Arm Interest Only 402000 777033421 130839764-00 22189039 Fixed Interest Only 315000 777033392 130842396-00 22188700 Fixed Interest In Arrears 500000 777033393 130848187-00 22188692 Fixed Interest In Arrears 475000 777030241 310120 22185128 Fixed Interest Only 270000 777035255 1080102369 22112718 Arm Interest Only 280000 777037069 2070215020 22113211 Arm Interest In Arrears 269500 777036954 2070307003 22113492 Arm Interest Only 260000 777035501 2070314008 22111710 Arm Interest Only 270000 334756458 2200192791 23064405 Arm Interest Only 257500 334756443 2200193223 23064439 Arm Interest Only 300000 334740628 2200110186 23062995 Arm Interest Only 284900 334918989 2200115461 23068885 Arm Interest Only 319000 334918913 2200191640 23069164 Arm Interest Only 312000 334918914 2200191808 23069172 Arm Interest In Arrears 303200 777029653 777029653 19691211 Arm Interest Only 393000 777029713 777029713 19694066 Arm Interest In Arrears 441225 777029691 777029691 19692417 Arm Interest In Arrears 180000 777029824 777029824 19694397 Fixed Interest In Arrears 70000 777030251 777030251 19692359 Arm Interest Only 406835 777030099 777030099 19692235 Arm Interest Only 370000 777033692 777033692 19681543 Arm Interest Only 136400 777033693 777033693 19682905 Arm Interest In Arrears 82450 777033696 777033696 19683739 Arm Interest Only 304000 777030195 777030195 19692698 Arm Interest Only 167940 777030197 777030197 19692771 Arm Interest Only 168000 777030198 777030198 19692714 Arm Interest Only 179400 777036017 1150001388 22112734 Arm Interest In Arrears 230000 334756563 7700207793 23065279 Arm Interest Only 261900 777031472 777031472 19688522 Arm Interest Only 278000 777030224 777030224 19694173 Fixed Interest Only 155000 777030238 777030238 19692052 Arm Interest Only 189000 777034130 77000503 22111207 Fixed Interest Only 130000 777031925 130474711 22188015 Fixed Interest In Arrears 299250 777030259 777030259 19693845 Arm Interest Only 259700 777030261 777030261 19693878 Arm Interest Only 259700 777033544 7020704 22112056 Arm Interest Only 1053750 334756535 2200184352 23063951 Arm Interest Only 188350 334918984 2200195312 23069214 Arm Interest Only 220000 334919002 2200195373 23069222 Arm Interest Only 492000 334756522 2200195488 23064470 Arm Interest Only 214400 334918978 2200194489 23069180 Arm Interest Only 280000 334919000 2200204729 23069495 Arm Interest Only 416000 777033775 1001061253 22112262 Arm Interest Only 804000 777017476 604080700 560408700 Fixed Interest In Arrears 156000 777022646 604272826 560427826 Fixed Interest In Arrears 129163 777030531 777030531 19691922 Fixed Interest In Arrears 98000 777031446 777031446 19686070 Arm Interest In Arrears 202800 777031517 777031517 19690452 Fixed Interest In Arrears 175750 777031530 777031530 19689306 Arm Interest Only 1120000 777030955 777030955 19690643 Fixed Interest Only 356000 777036016 1150000992 22113112 Arm Interest Only 294400 777030613 777030613 19692631 Arm Interest Only 137940 777030707 777030707 19691849 Arm Interest Only 187950 777030816 777030816 19695246 Fixed Interest Only 113500 777034007 777034007 19683291 Arm Interest Only 360000 777034009 777034009 19681337 Fixed Interest In Arrears 124925 777034010 777034010 19683069 Arm Interest Only 175655 777034097 777034097 19682582 Fixed Interest Only 180000 777034099 777034099 19684281 Arm Interest In Arrears 426600 777034016 777034016 19682798 Arm Interest In Arrears 177640 777034018 777034018 19682921 Arm Interest Only 373600 777034019 777034019 19684166 Arm Interest Only 135621 777034170 777034170 19682376 Arm Interest Only 451250 777034100 777034100 19683135 Fixed Interest In Arrears 125542 777034101 777034101 19683648 Fixed Interest In Arrears 261000 777034110 777034110 19682335 Arm Interest Only 215000 777034114 777034114 19682418 Arm Interest In Arrears 280000 777034190 777034190 19680842 Arm Interest In Arrears 102740 777034180 777034180 19682962 Arm Interest In Arrears 70000 777032737 6120771 22188650 Arm Interest In Arrears 780000 777030881 777030881 19692599 Fixed Interest Only 350000 777031171 777031171 19689058 Arm Interest In Arrears 345420 777035093 7021496 22111835 Fixed Interest Only 270000 777034493 7021726 22110985 Arm Interest Only 288315 777032870 70122 22109573 Fixed Interest Only 1400000 777034415 70153 22109813 Fixed Interest In Arrears 744000 777035447 0000000000 22112452 Arm Interest In Arrears 346750 777035290 1060102011 22113328 Arm Interest Only 450000 777031180 777031180 19691682 Arm Interest Only 120000 777031384 777031384 19690254 Arm Interest In Arrears 360000 334919003 2200184973 23069057 Arm Interest Only 336000 334756560 2200181763 23063803 Arm Interest Only 180750 334919009 2200206582 23069545 Arm Interest Only 247200 334918961 2200213388 23069743 Arm Interest Only 189600 777031185 777031185 19690767 Arm Interest In Arrears 325000 777031188 777031188 19690445 Arm Interest Only 417000 777031603 777031603 19689157 Fixed Interest Only 285000 777031290 777031290 19690429 Fixed Interest In Arrears 278000 777031955 777031955 19689330 Fixed Interest In Arrears 307000 777031224 777031224 19690536 Fixed Interest In Arrears 109050 777031205 777031205 19691369 Fixed Interest In Arrears 165000 777031311 777031311 19686021 Fixed Interest Only 616850 777032849 777032849 19682541 Arm Interest Only 650000 777032903 777032903 19684091 Arm Interest Only 176000 777031691 777031691 19690080 Arm Interest Only 62400 777031605 777031605 19690601 Fixed Interest In Arrears 131200 777031616 777031616 19688852 Arm Interest In Arrears 60800 777033061 777033061 19685437 Arm Interest In Arrears 90000 777032080 777032080 19691518 Arm Interest In Arrears 106425 777032085 777032085 19689223 Arm Interest Only 360000 777031645 777031645 19689314 Arm Interest Only 176000 777031656 777031656 19689587 Fixed Interest In Arrears 487500 777031703 777031703 19689843 Arm Interest Only 303000 777031901 777031901 19688183 Fixed Interest In Arrears 248000 777031826 777031826 19688233 Arm Interest Only 915000 777032221 777032221 19685700 Arm Interest In Arrears 239400 777032590 777032590 19685460 Fixed Interest In Arrears 185600 777032297 777032297 19687086 Arm Interest In Arrears 63170 777032301 777032301 19684984 Arm Interest In Arrears 592000 777032611 777032611 19687342 Arm Interest Only 545625 777031735 777031735 19689967 Fixed Interest In Arrears 144500 777031844 777031844 19683689 Arm Interest Only 1300000 777031854 777031854 19686112 Fixed Interest Only 134809 334918930 2200197826 23069289 Arm Interest Only 112000 777033288 130766082-00 22108971 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777032472 777032472 19685254 Arm Interest Only 405000 777032456 777032456 19684786 Arm Interest Only 215555 777032461 777032461 19683184 Arm Interest Only 51240 777032468 777032468 19687540 Arm Interest Only 253000 777031997 777031997 19689231 Arm Interest In Arrears 85500 777031975 777031975 19684570 Arm Interest In Arrears 384000 777032034 777032034 19688951 Arm Interest In Arrears 260000 777032010 777032010 19687805 Fixed Interest Only 296000 777032021 777032021 19689934 Arm Interest Only 337250 777032760 777032760 19683127 Fixed Interest Only 180000 777032284 777032284 19685395 Arm Interest Only 167200 777032398 777032398 19688670 Arm Interest Only 157500 777032418 777032418 19685353 Fixed Interest In Arrears 65750 777033465 0000000000 22109755 Fixed Interest In Arrears 585000 777034070 1540034713 22110415 Arm Interest Only 220500 777034418 104612007 22112668 Arm Interest In Arrears 193500 777031426 701120001 22187777 Fixed Interest In Arrears 280000 777033543 70112003 22110803 Fixed Interest Only 550400 777032623 777032623 19684596 Arm Interest Only 152855 777032626 777032626 19684562 Arm Interest Only 142405 777032630 777032630 19687029 Arm Interest Only 225000 777032917 777032917 19686310 Arm Interest Only 440000 777032911 777032911 19685908 Fixed Interest In Arrears 800000 777032912 777032912 19686476 Fixed Interest In Arrears 208000 777032921 777032921 19685767 Arm Interest In Arrears 158650 777032923 777032923 19685791 Arm Interest In Arrears 158650 777032928 777032928 19686898 Arm Interest Only 300000 777032235 777032235 19682897 Arm Interest Only 161025 777032347 777032347 19684083 Arm Interest In Arrears 472500 777032355 777032355 19684638 Arm Interest Only 215600 777033939 777033939 19682053 Arm Interest Only 303100 777033941 777033941 19682871 Arm Interest Only 116375 777033953 777033953 19684539 Arm Interest Only 720000 777033933 777033933 19683549 Arm Interest Only 568800 777033937 777033937 19682822 Arm Interest In Arrears 640750 777035879 99883 22112601 Arm Interest Only 139500 777034392 1119019769 22111918 Fixed Interest Only 118000 777032203 777032203 19687151 Arm Interest Only 196000 777032515 777032515 19686104 Arm Interest Only 700000 777032526 777032526 19685924 Arm Interest Only 139500 777032648 777032648 19685692 Arm Interest In Arrears 358000 777032650 777032650 19685007 Arm Interest Only 488000 777032930 777032930 19683622 Arm Interest In Arrears 487500 777032931 777032931 19683614 Arm Interest In Arrears 487500 777032935 777032935 19685528 Arm Interest Only 140000 777032664 777032664 19685478 Arm Interest Only 470000 777032939 777032939 19683655 Fixed Interest In Arrears 257750 777032837 777032837 19686179 Arm Interest In Arrears 105000 777034666 A0703010188 22110522 Fixed Interest In Arrears 292500 777032703 777032703 19681808 Fixed Interest In Arrears 500000 777032704 777032704 19684646 Arm Interest In Arrears 57600 777032706 777032706 19684653 Arm Interest In Arrears 47040 777032696 777032696 19684828 Fixed Interest Only 1000000 777033352 777033352 19683929 Arm Interest Only 118656 777033617 20714 22110183 Arm Interest Only 270000 777034518 20886 22110639 Fixed Interest Only 108600 777032722 777032722 19683747 Fixed Interest In Arrears 310000 777033447 777033447 19683168 Fixed Interest Only 210000 777033449 777033449 19685023 Arm Interest In Arrears 356250 777033006 777033006 19682848 Arm Interest Only 119120 777034151 777034151 19683473 Arm Interest In Arrears 69825 777033677 777033677 19682707 Arm Interest Only 530000 777033678 777033678 19683150 Arm Interest Only 350000 777035457 155752 22113369 Arm Interest In Arrears 865000 777035858 19538 22113245 Fixed Interest In Arrears 649950 334659539 303285222 23062631 Fixed Interest In Arrears 296000 777035755 xxxx-jp 22112114 Fixed Interest In Arrears 734500 334756510 2200179160 23063704 Arm Interest Only 240000 777029205 100506821 22176614 Fixed Interest In Arrears 115000 777031355 100507058 22182463 Fixed Interest In Arrears 417000 777032725 777032725 19685676 Arm Interest In Arrears 90400 777027465 1119018295 22182257 Fixed Interest Only 90000 777035827 BEAROB 22112163 Fixed Interest Only 303000 777035408 112001319 22112445 Arm Interest In Arrears 781770 777032793 777032793 19686724 Arm Interest Only 521000 777033394 777033394 19684257 Arm Interest Only 470000 777033401 777033401 19684109 Arm Interest Only 395000 777033371 777033371 19685049 Arm Interest Only 136325 777033384 777033384 19685445 Arm Interest Only 212000 777036112 777036112 19678572 Fixed Interest Only 77962 777036118 777036118 19679059 Arm Interest Only 319000 777035767 777035767 19678952 Fixed Interest Only 193000 777036584 777036584 19678614 Fixed Interest Only 149140 777036130 777036130 19678432 Arm Interest Only 196000 777031402 1725 22185094 Fixed Interest In Arrears 87000 334740616 7700203176 23065006 Arm Interest Only 325500 334740617 7700203621 23065022 Arm Interest Only 280000 777032974 777032974 19683036 Arm Interest Only 560000 777033332 777033332 19683762 Arm Interest Only 115500 777033341 777033341 19682434 Arm Interest Only 650000 777032984 777032984 19685783 Arm Interest Only 196000 777032999 777032999 19685361 Arm Interest Only 1000000 777032990 777032990 19685148 Arm Interest Only 932400 777032993 777032993 19686120 Arm Interest Only 735000 777032994 777032994 19685064 Fixed Interest In Arrears 160000 777035109 777035109 19680404 Arm Interest Only 1980000 777035117 777035117 19680495 Arm Interest Only 270000 777032946 777032946 19685320 Arm Interest In Arrears 158250 777032952 777032952 19685098 Arm Interest In Arrears 145600 777033041 777033041 19684836 Arm Interest Only 560000 777033096 777033096 19682863 Arm Interest In Arrears 52800 777033097 777033097 19685569 Arm Interest Only 750000 777033111 777033111 19683143 Arm Interest Only 388000 777033116 777033116 19685593 Arm Interest Only 458500 777033266 777033266 19683903 Arm Interest Only 65625 777033276 777033276 19685510 Fixed Interest In Arrears 845000 777033125 777033125 19683671 Fixed Interest In Arrears 61845 777033136 777033136 19685072 Arm Interest Only 230000 777033297 777033297 19682129 Arm Interest In Arrears 51300 777033299 777033299 19683754 Arm Interest Only 225500 777023539 608033066 155598964 Fixed Interest In Arrears 474500 777033120 777033120 19684174 Arm Interest Only 123500 777033122 777033122 19685502 Arm Interest Only 245100 777033233 777033233 19686047 Arm Interest Only 555000 777033239 777033239 19685494 Arm Interest Only 252225 777033213 777033213 19683770 Fixed Interest In Arrears 63000 777033216 777033216 19684323 Arm Interest In Arrears 278350 777033244 777033244 19682210 Arm Interest In Arrears 357200 777033246 777033246 19685775 Arm Interest Only 768750 777033416 777033416 19685213 Arm Interest Only 763000 777028399 100506391 22179444 Fixed Interest Only 416000 777033423 777033423 19684141 Arm Interest Only 270000 777033439 777033439 19684901 Arm Interest Only 595400 777035895 1150001203 22112619 Fixed Interest In Arrears 90400 777030360 19850 22182034 Fixed Interest Only 298500 777033700 130889397-00 22108898 Arm Interest Only 467000 777023598 607272841 155599665 Fixed Interest In Arrears 212250 777033816 777033816 19684711 Fixed Interest Only 360000 777033790 777033790 19683879 Fixed Interest In Arrears 380000 777024274 608163456 156065997 Fixed Interest In Arrears 231200 777034799 70319 22110720 Arm Interest Only 440000 777035789 7031944 22112783 Fixed Interest In Arrears 159100 777035681 703199966 22112361 Fixed Interest In Arrears 67500 777034811 70321 22110902 Arm Interest Only 342000 777035199 70402 22111504 Arm Interest Only 495000 777035782 70405 22112072 Fixed Interest Only 109250 777033834 777033834 19683572 Arm Interest In Arrears 147750 777033839 777033839 19684000 Arm Interest Only 103550 777033848 777033848 19683309 Arm Interest Only 210600 777033991 777033991 19681956 Fixed Interest Only 142405 777033993 777033993 19682517 Arm Interest Only 255000 777033994 777033994 19684414 Arm Interest In Arrears 112100 777035455 1150001304 22112890 Fixed Interest In Arrears 530000 777030870 130510043-00 22179840 Fixed Interest In Arrears 299000 777034420 130944465-00 22109946 Arm Interest In Arrears 200000 777034454 130935125 22109961 Arm Interest Only 278000 777034002 777034002 19683853 Arm Interest Only 417000 777034503 777034503 19682673 Arm Interest In Arrears 143100 777034504 777034504 19683010 Fixed Interest In Arrears 50400 777034505 777034505 19683044 Fixed Interest In Arrears 117000 777034487 777034487 19682749 Arm Interest Only 178000 777034490 777034490 19681253 Fixed Interest In Arrears 248000 777034491 777034491 19683002 Arm Interest In Arrears 152250 777034500 777034500 19681618 Fixed Interest In Arrears 92000 777034501 777034501 19681444 Arm Interest Only 225000 777034502 777034502 19682483 Arm Interest In Arrears 565000 777034571 777034571 19681923 Fixed Interest In Arrears 47500 777034573 777034573 19680743 Fixed Interest Only 115663 777035620 7041946 22112023 Fixed Interest In Arrears 180000 777036671 70420 22112981 Arm Interest Only 527250 777035619 7042019 22112049 Fixed Interest In Arrears 433200 777034430 777034430 19683705 Arm Interest Only 124925 777034432 777034432 19682152 Arm Interest Only 750000 777034747 777034747 19682251 Fixed Interest In Arrears 111200 777034753 777034753 19681790 Arm Interest Only 172500 777034755 777034755 19682236 Fixed Interest Only 211850 777034741 777034741 19682178 Arm Interest Only 268000 777034780 777034780 19681204 Fixed Interest Only 119510 777034782 777034782 19681386 Fixed Interest In Arrears 96900 777034764 777034764 19680826 Arm Interest In Arrears 123400 777034768 777034768 19681410 Fixed Interest Only 268000 777034770 777034770 19681394 Arm Interest Only 260000 777034817 777034817 19679687 Fixed Interest Only 337500 777034819 777034819 19680214 Arm Interest In Arrears 1500000 777034789 777034789 19680636 Fixed Interest In Arrears 120400 777034164 777034164 19681501 Arm Interest Only 739200 777034166 777034166 19682004 Arm Interest Only 395000 777034169 777034169 19681980 Arm Interest Only 160550 777034032 777034032 19681287 Fixed Interest Only 145225 777034034 777034034 19682889 Arm Interest Only 476000 777034036 777034036 19681279 Fixed Interest In Arrears 136990 777034062 777034062 19682079 Arm Interest Only 247500 777034064 777034064 19684422 Fixed Interest Only 270000 777034067 777034067 19682525 Fixed Interest Only 118655 777034042 777034042 19681626 Arm Interest Only 173755 777034044 777034044 19681840 Arm Interest Only 485000 777034084 777034084 19683275 Arm Interest Only 403000 777034085 777034085 19684364 Arm Interest In Arrears 308250 777034089 777034089 19682558 Arm Interest Only 507500 777034080 777034080 19684554 Arm Interest Only 554400 777034160 777034160 19683051 Arm Interest Only 495000 777034120 777034120 19684158 Arm Interest Only 221825 777034380 777034380 19684034 Arm Interest In Arrears 390000 777034400 777034400 19682012 Fixed Interest In Arrears 68850 777034401 777034401 19683515 Arm Interest Only 180000 777034249 777034249 19681535 Fixed Interest In Arrears 67500 777034251 777034251 19683978 Arm Interest Only 229900 777026807 610125608C 156958142 Fixed Interest In Arrears 151520 777034202 777034202 19681527 Arm Interest Only 145600 777034449 777034449 19680669 Arm Interest In Arrears 531250 777034450 777034450 19680677 Arm Interest In Arrears 402234 777034456 777034456 19684968 Arm Interest Only 104900 777034458 777034458 19683317 Fixed Interest Only 119690 777035274 601592 22113336 Fixed Interest In Arrears 80000 777034433 777034433 19682988 Fixed Interest Only 500000 777034439 777034439 19683440 Fixed Interest In Arrears 208905 777034448 777034448 19683358 Arm Interest Only 226800 777034407 777034407 19683333 Arm Interest Only 243000 777034413 777034413 19684216 Arm Interest In Arrears 475000 777034414 777034414 19684190 Arm Interest Only 293250 777029068 610161054 561016054 Fixed Interest In Arrears 146400 777032173 610180001 22109565 Fixed Interest In Arrears 121500 777034520 777034520 19682772 Arm Interest Only 310500 777034989 RT0703A06896 22111959 Arm Interest Only 240000 777032387 702010001 22109581 Fixed Interest In Arrears 133000 777033857 70278 22111488 Arm Interest Only 297350 777032601 7029415 22188742 Fixed Interest Only 156000 777035081 1704010 22112536 Fixed Interest In Arrears 402400 777027288 400501720 22171672 Fixed Interest Only 225000 777034576 777034576 19682731 Arm Interest Only 477000 777034611 777034611 19682665 Fixed Interest Only 134400 777034612 777034612 19682343 Arm Interest Only 417000 777034614 777034614 19680891 Fixed Interest Only 123832 777034598 777034598 19681550 Fixed Interest Only 194750 777034606 777034606 19682038 Arm Interest In Arrears 108300 777034608 777034608 19682954 Arm Interest Only 420000 777034634 777034634 19680552 Fixed Interest In Arrears 104300 777034636 777034636 19680503 Fixed Interest In Arrears 115000 777034637 777034637 19682277 Arm Interest Only 138985 777034642 777034642 19682590 Arm Interest In Arrears 315000 777034647 777034647 19683382 Arm Interest Only 208990 777034619 777034619 19682137 Fixed Interest Only 84550 777034628 777034628 19682475 Arm Interest In Arrears 165375 777034629 777034629 19682491 Arm Interest Only 900000 777034633 777034633 19680487 Fixed Interest In Arrears 94500 777034665 777034665 19682574 Fixed Interest In Arrears 135000 777034667 777034667 19682087 Fixed Interest In Arrears 349000 777034648 777034648 19680933 Arm Interest Only 153000 777034649 777034649 19680974 Arm Interest Only 178200 777034651 777034651 19682020 Fixed Interest Only 114000 777034282 777034282 19682442 Arm Interest In Arrears 490000 777034270 777034270 19681519 Fixed Interest Only 172805 777034309 777034309 19683523 Arm Interest In Arrears 120555 777034311 777034311 19682103 Arm Interest In Arrears 283974 777034293 777034293 19680966 Arm Interest In Arrears 150000 777034295 777034295 19683721 Arm Interest Only 1800000 777034366 777034366 19683598 Fixed Interest In Arrears 170400 777034342 777034342 19688506 Fixed Interest In Arrears 462000 777034373 777034373 19680875 Arm Interest In Arrears 102740 777034374 777034374 19681378 Arm Interest Only 129150 777034597 777034597 19682293 Arm Interest In Arrears 72292 777034531 777034531 19683119 Arm Interest In Arrears 200000 777034682 777034682 19680776 Arm Interest Only 365000 777034685 777034685 19680909 Arm Interest Only 329000 777034686 777034686 19681352 Arm Interest Only 122692 777034562 777034562 19682970 Arm Interest In Arrears 244000 777034563 777034563 19684349 Arm Interest Only 237950 777034566 777034566 19682756 Fixed Interest In Arrears 388550 777034888 777034888 19681402 Arm Interest Only 180000 777034890 777034890 19681360 Arm Interest Only 172500 777034892 777034892 19680982 Fixed Interest In Arrears 104000 777034895 777034895 19681246 Fixed Interest Only 207100 777034896 777034896 19681170 Arm Interest Only 289900 777034691 777034691 19681154 Arm Interest Only 281500 777034701 777034701 19681741 Arm Interest Only 346776 777035008 777035008 19680578 Fixed Interest In Arrears 148200 777035009 777035009 19679489 Arm Interest Only 271000 777035032 777035032 19680883 Fixed Interest Only 500000 777035600 777035600 19679893 Fixed Interest Only 154456 777035605 777035605 19680370 Arm Interest Only 217800 777034462 777034462 19682699 Fixed Interest In Arrears 170544 777034758 777034758 19681832 Arm Interest In Arrears 202500 777034759 777034759 19680958 Arm Interest Only 238500 777034760 777034760 19679299 Arm Interest Only 270750 777034761 777034761 19682301 Arm Interest Only 204487 777034762 777034762 19679257 Arm Interest Only 263625 777034763 777034763 19680628 Fixed Interest In Arrears 192000 777034710 777034710 19681303 Fixed Interest In Arrears 207000 777034713 777034713 19680420 Fixed Interest In Arrears 135500 777034898 777034898 19680529 Arm Interest Only 103500 777034903 777034903 19681162 Arm Interest Only 103500 777034904 777034904 19681782 Fixed Interest Only 71500 777034877 777034877 19680008 Fixed Interest Only 332500 777034880 777034880 19681659 Arm Interest In Arrears 323000 777035047 777035047 19680800 Fixed Interest In Arrears 198000 777034956 777034956 19681816 Fixed Interest In Arrears 63000 777034958 777034958 19680586 Arm Interest Only 128155 777034959 777034959 19681030 Fixed Interest Only 208905 777035165 777035165 19680784 Arm Interest Only 522000 777035166 777035166 19680412 Arm Interest In Arrears 346500 777035079 777035079 19680180 Arm Interest Only 417000 777035091 777035091 19681063 Arm Interest In Arrears 314212 777032315 207000807 22189369 Fixed Interest Only 308000 777034845 777034845 19678853 Fixed Interest In Arrears 355000 777034850 777034850 19679984 Arm Interest In Arrears 3000000 777029389 610060434 561006434 Fixed Interest In Arrears 94800 334740625 7700200928 23064942 Arm Interest Only 198200 777035800 777035800 19679166 Arm Interest Only 229900 777035801 777035801 19678978 Fixed Interest In Arrears 318100 777035802 777035802 19678929 Fixed Interest Only 134850 777035811 777035811 19679588 Arm Interest Only 713600 777035817 777035817 19679646 Arm Interest Only 424000 777035845 777035845 19678598 Fixed Interest In Arrears 504000 777035848 777035848 19679323 Arm Interest In Arrears 151191 777035850 777035850 19679547 Arm Interest Only 207000 777035859 777035859 19680065 Fixed Interest In Arrears 56000 777035843 777035843 19679364 Arm Interest Only 435510 777035938 777035938 19679760 Arm Interest Only 349500 777035948 777035948 19679034 Fixed Interest Only 770000 777036004 777036004 19679430 Arm Interest Only 337500 777035866 777035866 19679703 Arm Interest Only 1000000 777035906 777035906 19678507 Arm Interest Only 135000 777036032 777036032 19679067 Fixed Interest Only 144650 777036033 777036033 19678846 Fixed Interest Only 107950 777036040 777036040 19679133 Fixed Interest In Arrears 163100 777036022 777036022 19679398 Arm Interest Only 171000 777036079 777036079 19678747 Arm Interest Only 206250 777036082 777036082 19679752 Arm Interest Only 281610 777036084 777036084 19679471 Arm Interest In Arrears 98800 777036049 777036049 19679448 Arm Interest Only 244300 777036051 777036051 19677962 Fixed Interest Only 382500 777036052 777036052 19679083 Fixed Interest In Arrears 345000 777036103 777036103 19679539 Fixed Interest In Arrears 64000 777036085 777036085 19678119 Fixed Interest In Arrears 243000 777036088 777036088 19678309 Arm Interest In Arrears 391000 777036089 777036089 19678606 Fixed Interest Only 147772 777036090 777036090 19678754 Fixed Interest Only 116470 777036092 777036092 19678812 Arm Interest Only 330000 777036165 777036165 19679497 Arm Interest Only 531000 777034913 777034913 19681642 Arm Interest Only 450000 777034918 777034918 19680032 Arm Interest In Arrears 153900 777034929 777034929 19680347 Arm Interest In Arrears 145000 777034930 777034930 19681105 Arm Interest In Arrears 378000 777034932 777034932 19680545 Fixed Interest Only 81000 777034935 777034935 19681212 Arm Interest In Arrears 235000 777034925 777034925 19680651 Arm Interest Only 700000 777034927 777034927 19679521 Fixed Interest Only 151240 777034928 777034928 19679794 Fixed Interest In Arrears 408000 777036154 777036154 19678697 Arm Interest Only 157225 777035237 777035237 19680081 Fixed Interest In Arrears 142200 777035238 777035238 19678788 Fixed Interest In Arrears 164000 777035247 777035247 19680248 Arm Interest Only 925000 777035248 777035248 19679745 Arm Interest Only 600000 777035249 777035249 19680792 Arm Interest In Arrears 219450 777036155 777036155 19678705 Arm Interest Only 157225 777036158 777036158 19678440 Arm Interest In Arrears 148000 777036398 777036398 19678184 Fixed Interest Only 216125 777036399 777036399 19678663 Fixed Interest In Arrears 539000 777036393 777036393 19678713 Arm Interest Only 465500 777036395 777036395 19678903 Fixed Interest Only 317000 777035713 777035713 19678838 Arm Interest Only 417000 777035720 777035720 19679216 Fixed Interest In Arrears 157250 777035722 777035722 19679117 Arm Interest Only 438048 777035753 777035753 19679869 Fixed Interest In Arrears 459000 777036333 777036333 19678861 Arm Interest Only 345000 777036345 777036345 19678721 Arm Interest Only 225000 777033322 9042465575 9042465575 Fixed Interest In Arrears 655000 777035056 777035056 19680271 Arm Interest In Arrears 202500 777035057 777035057 19680560 Fixed Interest In Arrears 175000 777036307 777036307 19678416 Fixed Interest In Arrears 740000 777036322 777036322 19679562 Arm Interest Only 1170000 777036332 777036332 19678341 Fixed Interest Only 266000 777031389 1707 22184279 Fixed Interest In Arrears 87000 777033217 20572 22110332 Arm Interest Only 256500 777035479 777035479 19680735 Arm Interest Only 412500 777035480 777035480 19679612 Arm Interest Only 1045000 777035481 777035481 19680040 Fixed Interest Only 285000 777035498 777035498 19679836 Arm Interest In Arrears 135000 777035364 777035364 19679596 Fixed Interest In Arrears 118655 777035478 777035478 19679455 Fixed Interest In Arrears 335750 777035707 777035707 19680206 Arm Interest Only 719100 777035708 777035708 19679265 Arm Interest In Arrears 225000 777035712 777035712 19679737 Arm Interest Only 483000 777035614 777035614 19680123 Arm Interest In Arrears 3000000 777035615 777035615 19680255 Arm Interest In Arrears 92800 777035638 777035638 19680339 Fixed Interest In Arrears 111920 777035640 777035640 19680297 Fixed Interest In Arrears 75920 777035632 777035632 19680859 Arm Interest Only 140000 777035633 777035633 19678762 Arm Interest Only 111200 777035662 777035662 19678390 Fixed Interest Only 483750 777035666 777035666 19679505 Fixed Interest In Arrears 112000 777035667 777035667 19680057 Arm Interest Only 152000 777035651 777035651 19679943 Arm Interest Only 113995 777035652 777035652 19678622 Arm Interest Only 896000 777035656 777035656 19679919 Arm Interest Only 845000 777035685 777035685 19679414 Arm Interest Only 381100 777035693 777035693 19679950 Arm Interest Only 1413000 777035694 777035694 19680164 Fixed Interest Only 176000 777035669 777035669 19678010 Fixed Interest In Arrears 132525 777035670 777035670 19678945 Arm Interest Only 122089 777035679 777035679 19682509 Arm Interest In Arrears 144875 777035683 777035683 19679851 Fixed Interest In Arrears 522000 777035697 777035697 19679018 Arm Interest Only 1250000 777035699 777035699 19679000 Fixed Interest In Arrears 175000 777035702 777035702 19679174 Arm Interest In Arrears 950000 777033272 1702030 22110100 Arm Interest Only 178711 777035102 777035102 19681089 Arm Interest Only 192800 777035103 777035103 19680362 Arm Interest In Arrears 107100 777035105 777035105 19680099 Fixed Interest In Arrears 60500 777035106 777035106 19681014 Fixed Interest Only 334898 777035071 777035071 19680750 Arm Interest Only 283500 777035073 777035073 19679901 Fixed Interest In Arrears 60000 777035076 777035076 19679570 Arm Interest Only 385000 777035077 777035077 19677855 Fixed Interest In Arrears 153900 777035126 777035126 19680594 Fixed Interest In Arrears 346700 777035128 777035128 19679307 Arm Interest Only 244000 777035133 777035133 19681048 Arm Interest Only 433200 777035138 777035138 19680149 Arm Interest Only 175410 777035119 777035119 19680321 Fixed Interest In Arrears 65600 777035121 777035121 19680313 Fixed Interest In Arrears 57600 777035122 777035122 19680115 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777035175 777035175 19680867 Arm Interest In Arrears 120000 777035176 777035176 19680172 Fixed Interest Only 126000 777035186 777035186 19680107 Arm Interest In Arrears 110400 777035213 777035213 19679778 Arm Interest Only 171000 777035188 777035188 19680768 Fixed Interest Only 340000 777035203 777035203 19679406 Arm Interest Only 715000 777035754 777035754 19679877 Fixed Interest Only 147250 777035763 777035763 19679968 Fixed Interest Only 234650 777035765 777035765 19679927 Fixed Interest In Arrears 53600 777035235 777035235 19680727 Arm Interest In Arrears 306000 777035779 777035779 19679620 Arm Interest In Arrears 122550 777035799 777035799 19679935 Arm Interest Only 113995 777036622 777036622 19678499 Arm Interest In Arrears 66405 777035936 2007217 22112130 Fixed Interest Only 325000 777035781 2007251 22112379 Fixed Interest Only 416500 777036608 2007254 22113476 Arm Interest Only 252000 777035142 777035142 19681022 Fixed Interest In Arrears 86000 777035149 777035149 19678457 Fixed Interest In Arrears 225000 777035514 777035514 19680388 Arm Interest Only 750000 777035515 777035515 19678689 Arm Interest Only 237500 777035499 777035499 19680693 Arm Interest Only 208000 777035502 777035502 19679281 Arm Interest Only 222750 777035536 777035536 19680925 Fixed Interest In Arrears 137750 777035537 777035537 19678283 Fixed Interest In Arrears 77175 777035550 777035550 19679356 Fixed Interest In Arrears 92700 777035551 777035551 19679679 Fixed Interest In Arrears 76000 777035530 777035530 19678259 Fixed Interest In Arrears 52000 777035531 777035531 19678267 Fixed Interest In Arrears 48300 777035532 777035532 19678291 Fixed Xxxxxxxx Xx Xxxxxxx 00000 777035583 777035583 19680537 Arm Interest Only 129675 777035585 777035585 19679844 Fixed Interest In Arrears 243500 777035588 777035588 19680016 Arm Interest Only 1075000 777035553 777035553 19679786 Arm Interest In Arrears 357000 777035555 777035555 19680453 Fixed Interest In Arrears 185000 777035556 777035556 19679372 Fixed Interest In Arrears 315000 777036192 777036192 19679992 Arm Interest Only 406600 777036194 777036194 19679604 Arm Interest Only 208250 777036196 777036196 19679182 Arm Interest Only 292500 777036173 777036173 19678366 Fixed Interest In Arrears 128254 777036267 777036267 19678317 Fixed Interest In Arrears 110500 777036270 777036270 19679273 Arm Interest Only 1500000 777036257 777036257 19678895 Fixed Interest Only 107950 777036258 777036258 19678804 Fixed Interest In Arrears 77600 777036282 777036282 19678911 Fixed Interest In Arrears 315000 777036292 777036292 19679638 Fixed Interest Only 351500 777036293 777036293 19678333 Arm Interest Only 176000 777034886 3.261E+13 22112064 Fixed Interest In Arrears 308460 777020065 606081331 154208615 Fixed Interest In Arrears 84000 777024165 607312929 155695547 Fixed Interest In Arrears 130800 777036114 70422 22112221 Arm Interest Only 330000 777036757 70424 22113062 Fixed Interest Only 315000 777036410 0704270982R 22112825 Fixed Interest In Arrears 66405 777036370 777036370 19679380 Fixed Interest In Arrears 106400 777027702 130163207 22176671 Fixed Interest Only 315000 777036426 777036426 19678176 Fixed Interest In Arrears 300000 777036428 777036428 19678382 Arm Interest In Arrears 63000 777036458 777036458 19679042 Arm Interest Only 88065 777036411 777036411 19678820 Arm Interest Only 184000 777036614 777036614 19678135 Arm Interest Only 417000 777032265 1701065 22187785 Fixed Interest In Arrears 192000 777036494 777036494 19678234 Fixed Interest In Arrears 546000 777033042 702160000 22109870 Arm Interest Only 500000 777034596 7030674 22111348 Fixed Interest In Arrears 1080000 777036749 777036749 19678556 Arm Interest Only 180000 777035818 1704068 22113260 Fixed Interest Only 279000 777035649 1704074 22113435 Fixed Interest Only 256405 777036775 777036775 19678648 Fixed Interest In Arrears 215745 777036779 777036779 19678564 Fixed Interest Only 177000 777022416 606282378 560628378 Fixed Interest Only 172000 777027153 9042385088 9042385088 Fixed Interest In Arrears 415000 777028061 9042400135 9042400135 Fixed Interest In Arrears 478200 777029296 9042415695 9042415695 Fixed Interest In Arrears 308000 777036769 777036769 19678523 Arm Interest Only 208905 777036773 777036773 19677996 Fixed Interest In Arrears 85500 777036670 777036670 19678887 Arm Interest Only 313500 777036594 777036594 19678408 Arm Interest Only 184000 777036599 777036599 19679208 Arm Interest Only 67900 777036600 777036600 19679224 Arm Interest Only 60200 777036601 777036601 19679190 Arm Interest Only 80500 777029311 61117 22175590 Fixed Interest In Arrears 282750 777018578 605090945 560509945 Fixed Interest Only 287560 777036901 777036901 19678192 Arm Interest Only 900000 777036924 777036924 19678549 Fixed Interest In Arrears 103000 777036937 777036937 19678531 Arm Interest Only 151445 777036956 777036956 19678515 Arm Interest Only 911250 777036980 777036980 19678465 Arm Interest Only 1000000 777037020 777037020 19678937 Fixed Interest In Arrears 114000 777037331 777037331 19679711 Fixed Interest In Arrears 68000 777037333 777037333 19678424 Fixed Interest In Arrears 213009 777037320 777037320 19677905 Arm Interest Only 695920 777029222 61116 22175517 Fixed Interest In Arrears 238550 777033500 61115 22110928 Arm Interest In Arrears 360000 777029219 61114 22175541 Fixed Interest In Arrears 248300 777029313 61112 22173363 Fixed Interest In Arrears 308750 777029214 61113 22176440 Fixed Interest In Arrears 247000 777029207 61120 22173322 Fixed Interest In Arrears 233350 777030757 612147695 158140491 Fixed Interest In Arrears 173600 777030351 612157719 157986704 Fixed Interest In Arrears 136850 777037203 777037203 19678069 Arm Interest Only 481005 777033657 8743 22111413 Arm Interest Only 804000 334756446 2200177412 23063639 Arm Interest Only 187150 777033222 272038 22110241 Fixed Interest In Arrears 220000 777028695 611146708C 157676958 Fixed Interest In Arrears 104000 777025688 609010025 560901025 Fixed Interest In Arrears 100720 777029276 611206942c 157677188 Fixed Interest In Arrears 176000 777029316 61122 22176457 Fixed Interest In Arrears 232700 777030460 611307191c 158077453 Fixed Interest In Arrears 122500 777016693 603272757 560327757 Fixed Interest Only 197822 777035088 1540035301 22112940 Fixed Interest Only 562500 777032401 1593007566 22188460 Fixed Interest Only 114000 777035361 112001261 22112916 Arm Interest Only 151450 777035385 112001278 22112437 Arm Interest In Arrears 185250 777035571 557021607 22111751 Arm Interest Only 390000 777017869 604060517 560406517 Fixed Interest In Arrears 111800 777029699 611201189 561120189 Fixed Interest Only 180000 777029319 61119 22175608 Fixed Interest In Arrears 278850 777033903 329766055 22111215 Arm Interest Only 450000 777034052 130811474 22109680 Arm Interest Only 370500 777033655 130801160-00 22109706 Fixed Interest In Arrears 700000 777034975 1704001 22111843 Fixed Interest Only 142405 777035584 14140 22113617 Fixed Interest In Arrears 780000 777036478 100507901 22113088 Arm Interest Only 187000 777033581 20657 22111041 Arm Interest Only 380000 777033874 206900301 22111496 Fixed Interest In Arrears 208000 777033881 206900302 22112197 Fixed Interest In Arrears 220000 777036958 2070416011 22113179 Arm Interest In Arrears 265000 777036188 207187 22112239 Fixed Interest In Arrears 341000 777035045 bijur 22111645 Fixed Interest Only 499999 777036363 2933 22113153 Fixed Interest Only 495000 777036955 2070207011 22113229 Arm Interest Only 271250 777036951 2070212007 22113195 Arm Interest Only 410000 777033095 2070104010 22188627 Fixed Interest Only 750000 777033094 2070126036 22188643 Arm Interest Only 641250 777033858 70226077 22111223 Arm Interest Only 375000 777036042 705021 22112767 Fixed Interest In Arrears 54387 777036946 2070316009 22113070 Arm Interest Only 840000 777035500 2070323002 22111728 Arm Interest In Arrears 107500 777033979 282292 22110514 Fixed Interest Only 123490 777030996 6110450 22111017 Arm Interest Only 340000 777036117 70406 22112205 Arm Interest Only 311600 777035905 70407 22112213 Arm Interest Only 540000 777035688 70408 22111827 Arm Interest Only 485000 777035540 70411 22111595 Arm Interest Only 188000 777036263 70416 22112403 Arm Interest Only 960000 777035220 704160678 22112106 Fixed Interest In Arrears 135000 777033782 6120676 22111025 Arm Interest Only 256000 777037032 70504 22113450 Arm Interest Only 238000 777037037 70509 22113468 Fixed Interest In Arrears 196000 777034625 1002474144 22110290 Fixed Interest In Arrears 144000 777035382 1150001294 359506391 Fixed Interest In Arrears 275500 777035409 1150001322 359504437 Fixed Interest In Arrears 287000 777035441 110001454 359504526 Fixed Interest In Arrears 418000 777035626 704230004 22116453 Fixed Interest Only 332500 777035991 711227 359506993 Arm Interest In Arrears 261000 777036002 601569 359504421 Fixed Interest In Arrears 360000 777036216 WH0704A07091 22115364 Fixed Interest In Arrears 350000 777036229 99988 359506401 Fixed Interest In Arrears 417000 777036516 102000889 359504691 Fixed Interest In Arrears 200000 777036534 112001354 359504639 Fixed Interest In Arrears 123500 777036635 116003062 359504646 Fixed Interest In Arrears 500000 777036636 112001428 359506414 Fixed Interest In Arrears 168300 777036637 114000147 359509595 Fixed Interest In Arrears 123300 777036722 777036722 19676980 Fixed Interest Only 715000 777036724 777036724 19676956 Fixed Interest Only 796250 777036725 777036725 19676964 Fixed Interest Only 796250 777036813 1150001527 359508772 Fixed Interest Only 488000 777036823 155946 359509597 Fixed Interest In Arrears 245000 777036889 777036889 19676311 Fixed Interest Only 361000 777036939 705150002 22115760 Fixed Interest In Arrears 93400 777036940 705110012 22115406 Fixed Interest In Arrears 499800 777037067 777037067 19675354 Fixed Interest In Arrears 99000 777037118 711144 359509607 Fixed Interest Only 635000 777037196 777037196 19675974 Fixed Interest Only 120000 777037301 777037301 19676071 Fixed Interest Only 149625 777037407 WH0704A07106 22115737 Fixed Interest In Arrears 444000 777037413 777037413 19675669 Fixed Interest In Arrears 495000 777037441 777037441 19676386 Fixed Interest Only 417000 777037452 777037452 19675651 Fixed Interest In Arrears 270000 777037487 777037487 19675776 Fixed Interest In Arrears 120000 777037535 777037535 19675537 Fixed Interest Only 204028 777037536 777037536 19676089 Fixed Interest In Arrears 423000 777037543 777037543 19675602 Fixed Interest Only 254600 777037754 777037754 19676584 Fixed Interest Only 360000 777037757 777037757 19676972 Fixed Interest Only 799500 777037768 777037768 19675743 Fixed Interest Only 185200 777037785 777037785 19676394 Fixed Interest In Arrears 255000 777037871 777037871 19676691 Fixed Interest In Arrears 150000 777037974 777037974 19675966 Fixed Interest In Arrears 58500 777037995 777037995 19675545 Fixed Interest In Arrears 143500 777038027 777038027 19675529 Fixed Interest In Arrears 141400 777038028 777038028 19675503 Fixed Interest In Arrears 141400 777038100 777038100 19675792 Fixed Interest Only 249350 777038131 777038131 19676006 Fixed Interest In Arrears 253000 777038151 777038151 19675933 Fixed Interest In Arrears 111510 777038224 777038224 19675438 Fixed Interest In Arrears 99450 777038266 777038266 19676212 Fixed Interest Only 400500 777038294 777038294 19675131 Fixed Interest In Arrears 169950 777035381 112001271 359508754 Fixed Interest In Arrears 71250 777035471 557028057 22115927 Arm Interest In Arrears 650000 777035733 567012943 22116198 Arm Interest Only 240000 777035793 567017736 22116636 Arm Interest Only 504000 777035794 557035839 22116727 Arm Interest Only 480000 777035832 557029550 22116420 Arm Interest Only 390000 777035833 557030731 22115919 Arm Interest Only 544000 777035834 567013883 22116735 Arm Interest Only 440000 777036065 557030095 22116370 Arm Interest Only 279550 777036374 21085244 22115844 Fixed Interest In Arrears 2000000 777036517 109011388 359504685 Fixed Interest In Arrears 156600 777037220 1542007098 22115786 Fixed Interest In Arrears 267000 777037230 557025145 22116206 Arm Interest Only 1013000 777037231 557014487 22116073 Arm Interest Only 464000 777037412 RT0704A07037 22116347 Fixed Interest In Arrears 271200 777037502 boswood3 22116156 Fixed Interest In Arrears 180000 777037575 re37813 22116362 Fixed Interest In Arrears 1181250 777037644 2007280 22116057 Arm Interest Only 513000 777037649 537027443 22116065 Arm Interest Only 260000 777037680 26370004 22115802 Fixed Interest In Arrears 84000 777038188 70546 22115877 Arm Interest Only 370405 777038421 SW67861 22116149 Arm Interest Only 370500 777038271 1595002124 22116396 Fixed Interest Only 137150 777038591 wh0706a07387 22116446 Arm Interest Only 1260000 777033616 0000000000 22110027 Arm Interest Only 109150 777037525 20070577 22115745 Fixed Interest In Arrears 742500 777037394 1540036258 22116180 Arm Interest Only 281000 777037889 0000000000 22115794 Fixed Interest Only 380000 777033844 20070211 22116131 Arm Interest In Arrears 1470000 777037911 2007306 22115976 Fixed Interest Only 394250 777038667 281500221 22116230 Fixed Interest Only 734400 777037839 1542007167 22116743 Fixed Interest In Arrears 344000 777037040 1591004751 22116016 Fixed Interest Only 190000 777038050 1591004775 22116768 Fixed Interest In Arrears 293500 777033021 0000000000 22109235 Arm Interest Only 212000 777034290 1595001564 22110688 Arm Interest Only 226400 777030287 777030287 19695022 Fixed Interest In Arrears 193500 334740611 2200181740 23063795 Arm Interest Only 171150 334756496 2200179639 23063712 Arm Interest Only 88750 334918987 2200154523 23068919 Arm Interest Only 285600 777038839 maure 22116586 Fixed Interest In Arrears 143550 777030587 777030587 19693530 Arm Interest In Arrears 288090 777038196 10801026 22116339 Arm Interest Only 550000 777038584 0000000000 22116412 Arm Interest Only 245050 334756447 0000000000 23063647 Arm Interest Only 186750 334756448 2200177466 23063654 Arm Interest Only 186750 777037039 5317782 22115752 Arm Interest Only 404000 334918959 0000000000 23069982 Arm Interest Only 333350 777030202 777030202 19693738 Fixed Interest In Arrears 118400 777030659 777030659 19690155 Arm Interest In Arrears 328000 334756609 2200197539 23064520 Arm Interest Only 384000 334919024 2200214886 23069768 Arm Interest Only 215600 777038712 70508 22116289 Arm Interest Only 323400 334756511 2200193351 23064447 Arm Interest Only 244750 334918893 2200200747 23069347 Arm Interest In Arrears 337500 334756476 2200080479 23062888 Arm Interest Only 251150 334756573 0000000000 23064165 Arm Interest Only 173150 777037337 557025129 22116669 Arm Interest Only 635000 777037021 600500372 22115992 Arm Interest Only 342000 777037915 587070269 22116867 Arm Interest Only 522500 777038333 2007322 22116461 Fixed Interest Only 635300 777039595 777039595 19673789 Arm Interest Only 530000 777038397 777038397 19673920 Arm Interest Only 337000 334756596 2200186472 23064066 Arm Interest Only 240000 777038440 0000000000 22116099 Fixed Interest In Arrears 367000 777038665 1540036527 22116388 Fixed Interest In Arrears 180000 777037666 777037666 19674118 Arm Interest Only 685000 777037573 777037573 19674191 Fixed Interest Only 1300000 777038428 CA786 22116354 Arm Interest Only 292000 777038085 777038085 19675420 Fixed Interest Only 603200 777038432 706203 22116115 Fixed Interest In Arrears 116000 777038434 706204 22116123 Fixed Interest In Arrears 229500 777038620 2070509005 22116495 Arm Interest In Arrears 180000 777038586 2070426009 22116040 Arm Interest In Arrears 71200 777038120 777038120 19673862 Arm Interest In Arrears 89600 777037975 777037975 19674134 Arm Interest Only 450000 777038003 777038003 19675230 Arm Interest In Arrears 238000 777037935 777037935 19675248 Fixed Interest Only 337450 777038922 567022298 22116644 Arm Interest Only 295000 777038097 5321952 22116248 Fixed Interest In Arrears 108300 777038133 777038133 19674381 Arm Interest Only 1040000 777038186 777038186 6.70E+12 Arm Interest In Arrears 165000 777038197 777038197 19675594 Arm Interest Only 172500 777038225 777038225 19674613 Arm Interest Only 770000 777036320 557036191 22115885 Arm Interest Only 200000 777038920 557054590 22116628 Arm Interest Only 172500 777038249 777038249 19674100 Arm Interest Only 783000 777038328 777038328 19674654 Arm Interest Only 593600 777038336 777038336 19675024 Arm Interest Only 474000 777038340 777038340 19675842 Fixed Interest In Arrears 200000 777038487 777038487 19674829 Arm Interest Only 240300 777038534 777038534 19675610 Arm Interest Only 707000 777038559 777038559 19674290 Arm Interest Only 126000 777038590 777038590 19674258 Arm Interest Only 236500 777038616 777038616 19675834 Arm Interest In Arrears 910000 777038602 777038602 19673748 Arm Interest Only 518400 777038607 777038607 19674746 Arm Interest Only 750000 777038774 777038774 19673904 Arm Interest Only 427450 777038890 777038890 19674340 Fixed Interest In Arrears 650000 777038892 777038892 19674480 Arm Interest Only 1100000 777038898 777038898 19674910 Fixed Interest In Arrears 722500 777038902 777038902 19674845 Arm Interest In Arrears 191200 777038903 777038903 19674852 Arm Interest In Arrears 191200 777038954 777038954 19674514 Fixed Interest In Arrears 729750 777038722 777038722 19673763 Arm Interest Only 416000 777038661 777038661 19674993 Arm Interest In Arrears 130000 777038780 777038780 19674068 Fixed Interest In Arrears 616500 777038820 777038820 19674928 Arm Interest Only 756000 777038862 777038862 19673938 Fixed Interest Only 285000 777039050 777039050 19675156 Arm Interest Only 85000 777039302 777039302 19674266 Fixed Interest In Arrears 150000 777039304 777039304 19673821 Arm Interest In Arrears 208500 777039263 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4/1/2037 777034474 7.686 2653 2653 3/29/2007 5/1/2007 4/1/2037 777034477 6.62 867.15 867.15 3/14/2007 5/1/2007 4/1/2037 777034538 7.995 2010 2010 4/12/2007 6/1/2007 5/1/2037 777034618 8.12 1211.25 1211.25 3/30/2007 5/1/2007 4/1/2037 777034631 5.67 1317.75 1317.75 3/27/2007 5/1/2007 4/1/2037 777034639 7.37 2123.38 2123.38 3/30/2007 5/1/2007 4/1/2037 777034643 7.668 2009.82 2009.82 4/2/2007 5/1/2007 4/1/2037 777034674 7.745 1438.12 1438.12 4/6/2007 6/1/2007 5/1/2037 777034700 8.188 1416.41 1416.41 4/13/2007 6/1/2007 5/1/2037 777034714 7.495 1286.25 1286.25 3/30/2007 5/1/2007 4/1/2037 777034715 7.495 1063.13 1063.13 3/30/2007 5/1/2007 4/1/2037 777034746 8.245 602.06 602.06 4/10/2007 6/1/2007 5/1/2037 777034776 7.37 1748.25 1748.25 5/1/2007 7/1/2007 6/1/2037 777034784 7.498 1098.36 1098.36 4/24/2007 6/1/2007 5/1/2037 777034793 6.995 1180 1180 4/5/2007 5/1/2007 4/1/2037 777034797 6.995 1180 1180 4/5/2007 5/1/2007 4/1/2037 777034809 7.575 2119.56 2119.56 3/27/2007 5/1/2007 4/1/2037 777034954 7.37 354.6 354.6 4/13/2007 6/1/2007 5/1/2037 777035161 6.67 1086.94 1086.94 4/23/2007 6/1/2007 5/1/2037 777035503 5.87 1265.62 1265.62 4/25/2007 6/1/2007 5/1/2037 777035523 8.39 1068.96 1068.96 4/20/2007 6/1/2007 5/1/2037 777035601 8.37 1309.02 1309.02 5/3/2007 7/1/2007 6/1/2037 777036818 7.5075 1268.75 1268.75 5/18/2007 7/1/2007 6/1/2037 777038404 4.87 2230.69 2230.69 6/21/2007 8/1/2007 7/1/2037 777038427 6.62 2049.62 2049.62 5/30/2007 7/1/2007 6/1/2037 777038431 6.995 3666.21 3666.21 6/22/2007 8/1/2007 7/1/2037 777038477 6.495 3087.16 3087.16 6/22/2007 8/1/2007 7/1/2037 777038583 7.62 2698.35 2698.35 6/18/2007 8/1/2007 7/1/2037 777035870 7.245 1730.56 1730.56 5/29/2007 7/1/2007 6/1/2037 777036544 6.995 5308.85 5308.85 5/10/2007 7/1/2007 6/1/2037 777036561 7.495 2717.34 2717.34 4/24/2007 7/1/2007 6/1/2037 777036566 7.433 3239.5 3239.5 5/1/2007 7/1/2007 6/1/2037 777035872 6.495 1387.32 1387.32 4/25/2007 6/1/2007 5/1/2037 777037128 5.745 1939.58 1939.58 5/22/2007 7/1/2007 6/1/2037 777035919 7.87 1626.84 1626.84 5/14/2007 6/1/2007 5/1/2037 777036549 7.245 4894.66 4894.66 5/9/2007 7/1/2007 6/1/2037 777036762 6.495 8737.5 8737.5 4/11/2007 6/1/2007 5/1/2037 777036639 8.3705 2964.21 2964.21 5/10/2007 7/1/2007 6/1/2037 777036540 7.245 1581.25 1581.25 5/23/2007 7/1/2007 6/1/2037 777036441 8.433 1939.98 1939.98 4/30/2007 6/1/2007 5/1/2037 777035968 6.37 1935 1935 4/27/2007 6/1/2007 5/1/2037 777035373 6.245 2650 2650 4/16/2007 6/1/2007 5/1/2037 777035994 6.745 1900 1900 5/10/2007 7/1/2007 6/1/2037 777036567 7.5575 6938.68 6938.68 5/2/2007 7/1/2007 6/1/2037 777036864 6.9955 2458.77 2458.77 5/22/2007 7/1/2007 6/1/2037 777036541 8.1825 976.93 976.93 5/11/2007 7/1/2007 6/1/2037 777035867 7.495 1790.92 1790.92 5/14/2007 6/1/2007 5/1/2037 777036835 6.37 1456.88 1456.88 5/24/2007 7/1/2007 6/1/2037 777037135 5.995 1593.75 1593.75 5/22/2007 7/1/2007 6/1/2037 777036805 7.6205 1026 1026 5/29/2007 7/1/2007 6/1/2037 777036812 6.495 1534.59 1534.59 5/25/2007 7/1/2007 6/1/2037 777036687 5.62 893.75 893.75 6/26/2007 8/1/2007 7/1/2037 777036871 6.995 12291.67 12291.67 6/27/2007 7/1/2007 6/1/2037 777036881 6.62 632.04 632.04 6/25/2007 8/1/2007 7/1/2037 777036899 6.4955 2578.13 2578.13 6/20/2007 8/1/2007 7/1/2037 777037242 5.87 8593.75 8593.75 6/21/2007 8/1/2007 7/1/2037 777037254 6.245 4416.67 4416.67 6/25/2007 8/1/2007 7/1/2037 777037255 6.87 4599.31 4599.31 6/25/2007 8/1/2007 7/1/2037 777035254 5.62 1760 1760 4/23/2007 6/1/2007 5/1/2037 777037489 5.12 1370.42 1370.42 6/19/2007 8/1/2007 7/1/2037 777037411 6.7455 6131.72 6131.72 6/21/2007 8/1/2007 7/1/2037 777036838 6.87 2489.17 2489.17 5/11/2007 7/1/2007 6/1/2037 777037690 6.995 368.75 368.75 6/29/2007 8/1/2007 7/1/2037 777038069 6.995 3404.83 3404.83 6/27/2007 8/1/2007 7/1/2037 777037775 5.62 1750 1750 6/22/2007 8/1/2007 7/1/2037 777037806 6.495 4291.15 4291.15 6/19/2007 8/1/2007 7/1/2037 777037938 6.995 1359.19 1359.19 6/22/2007 8/1/2007 7/1/2037 777038110 8.12 736.67 736.67 6/14/2007 8/1/2007 7/1/2037 777038265 5.87 1354.17 1354.17 6/25/2007 8/1/2007 7/1/2037 777037049 7.495 4197.92 4197.92 5/18/2007 7/1/2007 6/1/2037 777037456 8.37 1160.1 1160.1 5/30/2007 7/1/2007 6/1/2037 777036740 7.245 2228.13 2228.13 5/18/2007 7/1/2007 6/1/2037 777037191 6.9325 2970.33 2970.33 5/22/2007 7/1/2007 6/1/2037 777036850 6.9325 3231.25 3231.25 5/21/2007 7/1/2007 6/1/2037 777037345 5.87 456.25 456.25 5/30/2007 7/1/2007 6/1/2037 777035678 7.7455 1730.99 1730.99 5/9/2007 7/1/2007 6/1/2037 777036532 7.495 3202.5 3202.5 5/10/2007 7/1/2007 6/1/2037 777036765 6.495 3385.69 3385.69 5/30/2007 7/1/2007 6/1/2037 777035244 6.495 3150 3150 4/19/2007 6/1/2007 5/1/2037 777035805 7.87 1284.97 1284.97 5/16/2007 7/1/2007 6/1/2037 777037393 6.995 818.61 818.61 5/31/2007 7/1/2007 6/1/2037 777036057 7.496 1880.14 1880.14 5/17/2007 7/1/2007 6/1/2037 777035751 6.12 1275.63 1275.63 4/25/2007 6/1/2007 5/1/2037 777035541 5.995 1561.88 1561.88 4/26/2007 7/1/2007 6/1/2037 777036632 8.295 623.94 623.94 4/23/2007 6/1/2007 5/1/2037 777037080 6.87 2848.49 2848.49 5/23/2007 7/1/2007 6/1/2037 777036207 5.995 2244.38 2244.38 5/25/2007 7/1/2007 6/1/2037 777037034 7.6825 4338.54 4338.54 5/11/2007 7/1/2007 6/1/2037 777037462 6.87 1315.31 1315.31 5/21/2007 7/1/2007 6/1/2037 777034235 7.245 10437.5 10437.5 4/3/2007 6/1/2007 5/1/2037 777036482 7.6825 766.99 766.99 5/24/2007 7/1/2007 6/1/2037 777036060 8.37 1400.02 1400.02 5/8/2007 7/1/2007 6/1/2037 777035835 6.62 1498 1498 4/14/2007 6/1/2007 5/1/2037 777037085 8.62 425.14 425.14 6/1/2007 7/1/2007 6/1/2037 777036634 6.37 1280.62 1280.62 5/15/2007 7/1/2007 6/1/2037 777037047 5.995 2114.58 2114.58 5/18/2007 7/1/2007 6/1/2037 777037045 7.495 4050.99 4050.99 5/18/2007 7/1/2007 6/1/2037 777036839 7.245 3888.75 3888.75 5/15/2007 7/1/2007 6/1/2037 777037271 7.245 587.34 587.34 5/30/2007 7/1/2007 6/1/2037 777036479 7.12 3674.39 3674.39 4/27/2007 6/1/2007 5/1/2037 777035355 6.995 3072.92 3072.92 4/10/2007 6/1/2007 5/1/2037 777035745 6.12 2058.33 2058.33 5/1/2007 7/1/2007 6/1/2037 777036054 7.62 1003.5 1003.5 5/8/2007 7/1/2007 6/1/2037 777036445 8.77 604.78 604.78 4/30/2007 6/1/2007 5/1/2037 777035521 7.245 1462.5 1462.5 5/11/2007 7/1/2007 6/1/2037 777037466 5.87 4095.8 4095.8 5/24/2007 7/1/2007 6/1/2037 777036430 7.245 5464.58 5464.58 5/21/2007 7/1/2007 6/1/2037 777037517 6.87 1072.91 1072.91 5/23/2007 7/1/2007 6/1/2037 777037512 6.12 2058.33 2058.33 5/24/2007 7/1/2007 6/1/2037 777035299 6.745 525 525 4/12/2007 6/1/2007 5/1/2037 777036444 7.745 2108.69 2108.69 4/24/2007 6/1/2007 5/1/2037 777035256 6.245 1503.32 1503.32 4/19/2007 6/1/2007 5/1/2037 777036187 6.995 5135.42 5135.42 5/7/2007 7/1/2007 6/1/2037 777036019 8.2075 2409.18 2409.18 4/19/2007 6/1/2007 5/1/2037 777036571 6.245 1408.33 1408.33 5/2/2007 7/1/2007 6/1/2037 777036570 8.0075 2219.76 2219.76 5/17/2007 7/1/2007 6/1/2037 777036072 7.9325 2100 2100 4/25/2007 6/1/2007 5/1/2037 777036677 7.245 2356.25 2356.25 5/4/2007 7/1/2007 6/1/2037 777036663 7.12 1508.72 1508.72 5/1/2007 7/1/2007 6/1/2037 777035873 6.62 1607.5 1607.5 5/14/2007 7/1/2007 6/1/2037 777037228 5.995 1742.5 1742.5 5/11/2007 7/1/2007 6/1/2037 777036073 6.62 1932 1932 4/11/2007 6/1/2007 5/1/2037 777035831 6.12 8937.5 8937.5 4/25/2007 6/1/2007 5/1/2037 777036221 5.745 3394.27 3394.27 5/8/2007 7/1/2007 6/1/2037 777037373 6.745 2754.53 2754.53 3/19/2007 5/1/2007 4/1/2037 777036050 6.8705 908.16 908.16 5/7/2007 7/1/2007 6/1/2037 777035788 7.62 14501.39 14501.39 5/1/2007 7/1/2007 6/1/2037 777037193 6.745 708.75 708.75 5/23/2007 7/1/2007 6/1/2037 777037579 8.1205 3806.46 3806.46 6/1/2007 8/1/2007 7/1/2037 777035929 6.245 1848.44 1848.44 4/23/2007 6/1/2007 5/1/2037 777036437 7.97 2167.63 2167.63 4/25/2007 6/1/2007 5/1/2037 777035912 6.495 1787.5 1787.5 4/24/2007 6/1/2007 5/1/2037 777035719 6.995 4434.15 4434.15 4/25/2007 6/1/2007 5/1/2037 777037043 8.62 3405.36 3405.36 5/23/2007 7/1/2007 6/1/2037 777035887 6.7455 4422.34 4422.34 5/16/2007 7/1/2007 6/1/2037 777035063 6.245 8612.5 8612.5 6/1/2007 7/1/2007 6/1/2037 777037281 5.995 3380.29 3380.29 2/14/2007 4/1/2007 3/1/2037 777035984 6.745 3752.5 3752.5 5/1/2007 7/1/2007 6/1/2037 777035357 7.245 1175.52 1175.52 4/24/2007 6/1/2007 5/1/2037 777035981 8.12 6366.85 6366.85 5/1/2007 7/1/2007 6/1/2037 777035310 7.245 4910.32 4910.32 4/13/2007 6/1/2007 5/1/2037 777036281 6.37 2205 2205 6/6/2007 8/1/2007 7/1/2037 777037430 6.745 5810.09 5810.09 5/30/2007 7/1/2007 6/1/2037 777037432 7.12 2941.53 2941.53 6/12/2007 8/1/2007 7/1/2037 777037434 7.37 1380.47 1380.47 6/6/2007 8/1/2007 7/1/2037 777037511 8.12 6681 6681 6/13/2007 8/1/2007 7/1/2037 777037518 8.245 2574.78 2574.78 6/5/2007 7/1/2007 6/1/2037 777036178 7.9955 2388.78 2388.78 5/21/2007 7/1/2007 6/1/2037 777036992 7.8705 1814.01 1814.01 5/31/2007 7/1/2007 6/1/2037 777036202 6.87 336.86 336.86 5/10/2007 7/1/2007 6/1/2037 777036432 6.9575 5358.63 5358.63 4/27/2007 7/1/2007 6/1/2037 777035852 7.12 849.55 849.55 5/21/2007 7/1/2007 6/1/2037 777035289 6.995 3238.85 3238.85 4/23/2007 6/1/2007 5/1/2037 777036006 6.245 2968.33 2968.33 4/24/2007 6/1/2007 5/1/2037 777036572 6.495 1712.3 1712.3 4/25/2007 6/1/2007 5/1/2037 777037265 8.6835 665.47 665.47 5/30/2007 7/1/2007 6/1/2037 777037282 8.6835 876.07 876.07 5/30/2007 7/1/2007 6/1/2037 777034640 8.3715 778.77 778.77 5/31/2007 7/1/2007 6/1/2037 777035452 7.6325 5693.37 5693.37 4/30/2007 6/1/2007 5/1/2037 777036000 6.995 966.95 966.95 4/25/2007 6/1/2007 5/1/2037 777036020 7.5575 967.64 967.64 4/30/2007 6/1/2007 5/1/2037 777035194 6.495 2391.22 2391.22 5/18/2007 7/1/2007 6/1/2037 777036328 8.495 1486.86 1486.86 5/17/2007 7/1/2007 6/1/2037 777036075 5.995 2273.75 2273.75 4/20/2007 6/1/2007 5/1/2037 777035544 6.12 4818.13 4818.13 4/26/2007 6/1/2007 5/1/2037 777037221 7.12 1322.3 1322.3 6/5/2007 8/1/2007 7/1/2037 777035971 8.37 1487.6 1487.6 5/11/2007 7/1/2007 6/1/2037 777035972 8.37 1357.55 1357.55 5/11/2007 7/1/2007 6/1/2037 777036452 5.37 2755.21 2755.21 4/25/2007 6/1/2007 5/1/2037 777036184 7.995 1259.5 1259.5 5/7/2007 7/1/2007 6/1/2037 777036506 6.62 2315.68 2315.68 5/22/2007 7/1/2007 6/1/2037 777037215 8.4325 1298.83 1298.83 5/24/2007 7/1/2007 6/1/2037 777037641 6.62 1051.09 1051.09 5/24/2007 8/1/2007 7/1/2037 777037827 6.87 1472.5 1472.5 5/30/2007 8/1/2007 7/1/2037 777037821 5.62 3267.6 3267.6 5/31/2007 8/1/2007 7/1/2037 777037380 7.0575 3678.75 3678.75 5/24/2007 7/1/2007 6/1/2037 777037519 7.8695 1400.93 1400.93 5/23/2007 7/1/2007 6/1/2037 777036926 7.12 1428.29 1428.29 5/29/2007 8/1/2007 7/1/2037 777037044 8.62 650.83 650.83 5/24/2007 7/1/2007 6/1/2037 777037208 7.12 2555.5 2555.5 5/4/2007 7/1/2007 6/1/2037 777035596 7.245 1628.47 1628.47 4/25/2007 6/1/2007 5/1/2037 777036335 5.87 1083.33 1083.33 5/4/2007 7/1/2007 6/1/2037 777037346 8.12 1723.68 1723.68 6/4/2007 8/1/2007 7/1/2037 777037683 7.62 2284.04 2284.04 5/23/2007 7/1/2007 6/1/2037 777036680 7.245 2235.41 2235.41 5/10/2007 7/1/2007 6/1/2037 777036681 7.245 2039.47 2039.47 5/9/2007 7/1/2007 6/1/2037 777036442 8.42 1753.44 1753.44 4/30/2007 6/1/2007 5/1/2037 777036125 5.995 1301.56 1301.56 5/2/2007 7/1/2007 6/1/2037 777037339 8.3705 3600.84 3600.84 4/11/2007 6/1/2007 5/1/2037 777035821 7.37 1465.63 1465.63 5/15/2007 7/1/2007 6/1/2037 777037160 6.245 948.1 948.1 5/23/2007 7/1/2007 6/1/2037 777035746 6.245 2539.58 2539.58 4/30/2007 7/1/2007 6/1/2037 777035738 6.745 1807.97 1807.97 5/1/2007 7/1/2007 6/1/2037 777036961 5.12 3560.04 3560.04 6/1/2007 8/1/2007 7/1/2037 777035966 7.12 2486.43 2486.43 4/25/2007 7/1/2007 6/1/2037 777035308 7.245 1270.83 1270.83 4/12/2007 6/1/2007 5/1/2037 777037285 6.495 3330.55 3330.55 5/29/2007 7/1/2007 6/1/2037 777035940 5.87 1262.22 1262.22 4/20/2007 6/1/2007 5/1/2037 777036373 6.995 2742.89 2742.89 5/11/2007 7/1/2007 6/1/2037 777036947 6.62 1680 1680 4/5/2007 6/1/2007 5/1/2037 777037083 7.495 4698.44 4698.44 5/25/2007 7/1/2007 6/1/2037 777035422 8.6575 871.91 871.91 5/14/2007 7/1/2007 6/1/2037 777035288 6.995 2366.15 2366.15 4/13/2007 6/1/2007 5/1/2037 777035438 6.62 2707.03 2707.03 4/13/2007 6/1/2007 5/1/2037 777035332 7.245 3645 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7/1/2007 6 360 354 360 36 777038440 7/1/2007 0 360 360 360 0 777038665 7/1/2007 0 360 360 360 0 777037666 7/1/2007 0 360 360 360 36 777037573 7/1/2007 0 360 360 360 12 777038428 7/1/2007 0 360 360 360 36 777038085 7/1/2007 0 360 360 360 36 777038432 7/1/2007 0 360 360 360 36 777038434 7/1/2007 0 360 360 360 36 777038620 7/1/2007 0 360 360 360 12 777038586 7/1/2007 0 360 360 360 0 777038120 7/1/2007 0 360 360 360 36 777037975 7/1/2007 0 360 360 360 0 777038003 7/1/2007 0 360 360 360 36 777037935 7/1/2007 0 360 360 360 0 777038922 7/1/2007 0 360 360 360 36 777038097 7/1/2007 0 360 360 360 0 777038133 7/1/2007 0 360 360 360 12 777038186 7/1/2007 0 360 360 360 12 777038197 7/1/2007 0 360 360 360 12 777038225 7/1/2007 0 360 360 360 0 777036320 7/1/2007 1 360 359 360 36 777038920 7/1/2007 0 360 360 360 12 777038249 7/1/2007 0 360 360 360 36 777038328 7/1/2007 0 360 360 360 36 777038336 7/1/2007 0 360 360 360 36 777038340 7/1/2007 0 360 360 360 0 777038487 7/1/2007 0 360 360 360 12 777038534 7/1/2007 0 360 360 360 36 777038559 7/1/2007 0 360 360 360 36 777038590 7/1/2007 0 360 360 360 36 777038616 7/1/2007 0 360 360 360 0 777038602 7/1/2007 0 360 360 360 12 777038607 7/1/2007 0 360 360 360 12 777038774 7/1/2007 0 360 360 360 0 777038890 7/1/2007 0 360 360 360 0 777038892 7/1/2007 0 360 360 360 12 777038898 7/1/2007 0 360 360 360 0 777038902 7/1/2007 0 360 360 360 36 777038903 7/1/2007 0 360 360 360 36 777038954 7/1/2007 0 360 360 360 12 777038722 7/1/2007 0 360 360 360 36 777038661 7/1/2007 0 360 360 360 36 777038780 7/1/2007 0 360 360 360 36 777038820 7/1/2007 0 360 360 360 12 777038862 7/1/2007 0 360 360 360 0 777039050 7/1/2007 0 360 360 360 36 777039302 7/1/2007 0 360 360 360 0 777039304 7/1/2007 0 360 360 360 36 777039263 7/1/2007 0 360 360 360 36 777039294 7/1/2007 0 360 360 360 0 777039110 7/1/2007 0 360 360 360 36 777039209 7/1/2007 0 360 360 360 0 777039212 7/1/2007 0 360 360 360 0 777039116 7/1/2007 0 360 360 360 36 777039226 7/1/2007 0 360 360 360 0 777039229 7/1/2007 0 360 360 360 0 777039367 7/1/2007 0 360 360 360 0 777038629 7/1/2007 0 360 360 360 12 777038716 7/1/2007 0 360 360 360 24 777039378 7/1/2007 0 360 360 360 12 777039415 7/1/2007 0 360 360 360 36 777039467 7/1/2007 0 180 180 180 36 777039584 7/1/2007 0 360 360 360 12 777039672 7/1/2007 0 360 360 360 12 UBS Loan ID Assumable Balloon Flag Original Index Index --------------------------------------------------------------------------------------------------------------------------- 333775783 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334375438 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334375457 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777005093 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777024479 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777025240 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777025498 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777025632 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777025917 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777026422 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777026812 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777026957 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777027305 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028211 Non-Assumable Not a Balloon Loan 0 15 YR FXD 777028426 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029314 Non-Assumable Not a Balloon Loan 0 15 YR FXD 777029353 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029782 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030205 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030506 Non-Assumable Not a Balloon Loan 0 15 YR FXD 777031807 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032065 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032188 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032237 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032271 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032293 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032447 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032476 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032579 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032662 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032663 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032672 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032806 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032900 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032936 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032944 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032954 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033012 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033040 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033090 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033102 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033156 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033207 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033234 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033261 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033395 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033445 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033452 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033482 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033487 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033507 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033643 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033659 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033690 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033704 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033744 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033802 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033826 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033832 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033868 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033869 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033985 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033987 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034035 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034055 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034091 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034206 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034222 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034230 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034255 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034267 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034362 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034408 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034437 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034474 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034477 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034538 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034618 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034631 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034639 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034643 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034674 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034700 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034714 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034715 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034746 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034776 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034784 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034793 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034797 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034809 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034954 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035161 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035503 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035523 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035601 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036818 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038404 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038427 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038431 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038477 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777038583 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035870 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036544 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036561 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036566 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035872 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037128 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035919 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036549 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036762 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036639 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036540 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036441 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035968 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035373 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035994 Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036567 Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036864 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036541 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035867 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036835 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037135 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036805 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036812 Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036687 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036871 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036881 Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036899 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037242 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037254 Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037255 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035254 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037489 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777037411 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036838 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037690 Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777038069 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037775 Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777037806 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037938 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038110 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777038265 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037049 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037456 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036740 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037191 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036850 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037345 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035678 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036532 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036765 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035244 Assumable Not a Balloon Loan 0 30 YR FXD 777035805 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037393 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036057 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035751 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035541 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036632 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037080 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036207 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037034 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037462 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034235 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036482 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036060 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035835 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037085 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036634 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037047 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037045 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036839 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037271 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036479 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035355 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035745 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036054 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036445 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035521 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037466 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036430 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037517 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037512 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035299 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036444 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035256 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036187 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036019 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036571 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036570 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036072 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036677 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036663 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035873 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037228 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036073 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035831 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036221 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037373 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036050 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035788 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037193 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037579 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035929 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036437 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035912 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035719 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037043 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035887 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035063 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777037281 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035984 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035357 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035981 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035310 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036281 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037430 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037432 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037434 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037511 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037518 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036178 Assumable Not a Balloon Loan 0 30 YR FXD 777036992 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036202 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036432 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035852 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777035289 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036006 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036572 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037265 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037282 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034640 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035452 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036000 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036020 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035194 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036328 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036075 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035544 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777037221 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035971 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035972 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036452 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777036184 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036506 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037215 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037641 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037827 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037821 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037380 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037519 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036926 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037044 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037208 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035596 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036335 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037346 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037683 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036680 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036681 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036442 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036125 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777037339 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035821 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037160 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035746 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035738 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036961 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035966 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035308 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037285 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035940 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036373 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036947 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777037083 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035422 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035288 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035438 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035332 Assumable Not a Balloon Loan 0 30 YR FXD 777035920 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036761 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036222 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036014 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036824 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034421 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036111 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036582 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036589 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036059 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037018 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035296 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036230 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036013 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036782 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035132 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034788 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037198 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035252 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035097 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036386 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035921 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036038 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036045 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034915 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034923 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036371 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036400 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777036401 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036390 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036041 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036334 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036342 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036344 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035696 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035673 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035159 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777036486 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035784 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036621 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036624 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036625 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036626 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037175 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036266 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036273 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037162 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037828 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036366 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036451 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036456 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036406 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036617 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777036620 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036512 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036604 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036606 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036654 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777037176 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037180 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037181 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036575 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036723 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036707 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036708 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036711 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036712 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036713 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036660 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036778 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036718 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036719 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036785 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036750 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036766 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036673 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777036870 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036872 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036875 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036876 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036888 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036880 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036882 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036883 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036885 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036903 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036909 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777036918 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036920 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036970 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036975 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037019 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036982 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036984 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037036 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037088 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037076 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037156 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037326 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037309 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037260 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037261 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037263 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777037264 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037270 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037381 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037222 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037235 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777037236 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777037239 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777037201 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037251 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037252 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037258 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037246 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034883 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037359 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037366 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037369 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037349 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036210 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037382 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037385 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037386 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037387 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037484 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037397 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037488 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037498 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037499 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037531 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037406 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037408 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037416 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037438 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037440 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037454 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037465 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037472 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037474 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037475 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037476 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037477 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037478 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037698 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037710 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037551 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037552 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037675 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777038038 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038087 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038094 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777038020 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038013 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036760 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036434 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037714 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037725 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037730 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777037756 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037777 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777036116 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036957 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777037832 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037817 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037834 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037900 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037920 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037927 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037972 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037946 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037949 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037979 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777037984 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036372 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037793 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038102 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777038122 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777038160 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038161 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036756 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037467 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777037033 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037035 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034486 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036256 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034630 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034333 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033386 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035183 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033538 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033539 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032446 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032201 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777036246 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035559 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034635 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035939 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033269 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036510 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035089 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777035130 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034240 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034938 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036362 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028268 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035726 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033291 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035216 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034972 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035824 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035857 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777030465 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035436 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036021 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033954 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035577 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036201 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036206 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777036226 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034601 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034621 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777031601 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777031753 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028891 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777017240 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036043 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036115 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036731 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030872 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777034436 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034854 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777034774 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032963 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034664 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037070 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033155 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033918 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030021 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777026423 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033726 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777031227 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034765 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777034807 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034826 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777032964 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034105 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032452 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034471 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034473 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031222 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034994 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030628 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777017895 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034748 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033099 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029833 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030350 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035674 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035851 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777022952 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029759 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033494 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034738 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033072 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033205 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033224 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033426 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033418 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033270 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035485 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034588 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033033 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033035 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033328 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029410 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036012 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034143 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030290 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029957 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033172 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 334756470 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032132 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032178 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036094 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034444 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035151 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777027174 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777030162 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034361 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777030169 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777030585 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777031112 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033108 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034051 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032492 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777035549 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034386 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034349 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035317 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334756598 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030383 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034773 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032428 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032661 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032366 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030463 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035323 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035324 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036228 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036237 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035595 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032618 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028492 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034984 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034985 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035568 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029596 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034212 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034677 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034675 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034860 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034565 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034662 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034749 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035082 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034341 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034343 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 334756508 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035087 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777035218 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030478 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034345 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034108 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033713 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777035217 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030178 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034517 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029814 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036253 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035486 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035139 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034853 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034861 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034863 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034864 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034945 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034967 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033771 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032591 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777032616 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033134 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031802 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036326 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035522 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030167 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030181 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034988 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035058 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035060 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035061 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035065 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 334756543 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756614 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035229 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034866 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034870 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034873 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034289 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034586 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777035806 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035808 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036227 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036011 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036015 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028577 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034472 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777028793 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777036275 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036277 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036238 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033649 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031568 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777032687 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032496 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777009489 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033323 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034057 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029262 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030011 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034488 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035609 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035488 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034385 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034585 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034730 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035637 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034772 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034253 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034410 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034331 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034390 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777028372 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028373 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034856 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034050 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034509 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034558 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034393 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034217 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034325 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034274 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032349 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777028087 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777023940 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030626 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030342 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029810 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777031600 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034351 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777032341 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034388 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034771 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028493 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035313 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033193 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777017870 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032069 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777028566 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034820 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034822 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034827 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034828 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034805 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034808 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034832 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034839 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034841 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034843 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034498 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034953 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035327 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031393 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033917 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777033975 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033470 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034695 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777034775 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777035033 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029851 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 334756467 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033167 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033170 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032816 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036323 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777036948 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036299 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777030247 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031163 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777031164 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033835 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777033944 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033950 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036508 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036509 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034059 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034061 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034484 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035000 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033324 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033321 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034056 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034483 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034398 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034999 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035494 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036420 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031521 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034058 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033565 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033890 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033198 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033180 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033304 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031252 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036048 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029835 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777036039 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030843 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777033292 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033691 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033422 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777031790 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034752 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035495 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036298 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036297 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036507 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036415 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777027945 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033255 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033263 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777029970 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033981 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777033982 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033986 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033924 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033925 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034334 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030530 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777030314 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036595 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036446 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777018975 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777023196 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035448 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029962 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035401 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035253 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035259 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031860 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033959 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033773 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033639 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033851 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034737 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034250 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034908 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034909 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031784 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777034549 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777017384 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777020847 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033794 Assumable Not a Balloon Loan 0 30 YR FXD 777036449 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777029072 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777029836 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777029423 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777033489 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033289 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030450 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032411 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034419 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032811 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033406 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334740666 Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777035497 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035659 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777017893 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033459 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033461 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033475 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033508 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033510 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033512 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033514 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033491 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033505 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033528 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033520 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033572 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033573 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 334756519 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036104 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033729 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334756493 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334740605 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756570 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033215 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028760 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033604 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033610 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033586 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033591 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033628 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033630 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033623 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033625 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033682 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029746 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033758 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033759 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033760 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033761 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033764 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033754 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033756 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033825 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033827 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033818 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033819 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033821 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033961 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033963 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029581 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033405 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033296 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030763 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777022726 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031781 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777020463 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033865 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033550 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033219 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033254 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334740612 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756602 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918942 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918943 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918924 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033799 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029339 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777029567 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777027684 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777017737 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777019762 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777018227 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777020547 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777022101 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029303 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777030400 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777026854 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777023736 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032619 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777024243 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029785 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777029786 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777029646 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777029649 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036249 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034810 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033105 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777035569 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037081 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777029491 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033872 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030685 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777033421 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033392 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033393 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030241 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035255 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037069 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777036954 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777035501 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756458 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756443 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334740628 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918989 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918913 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918914 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029653 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777029713 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777029691 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777029824 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030251 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777030099 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777033692 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033693 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033696 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030195 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777030197 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777030198 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777036017 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756563 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031472 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777030224 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030238 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034130 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031925 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030259 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777030261 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777033544 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756535 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918984 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334919002 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756522 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918978 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334919000 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033775 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777017476 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777022646 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030531 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031446 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031517 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031530 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777030955 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036016 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030613 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777030707 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777030816 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034007 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034009 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034010 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034097 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034099 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034016 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034018 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034019 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034170 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034100 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034101 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034110 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034114 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034190 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034180 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032737 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030881 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031171 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035093 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034493 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032870 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034415 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035447 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035290 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031180 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777031384 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 334919003 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756560 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334919009 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918961 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031185 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777031188 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777031603 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031290 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031955 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031224 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031205 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031311 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032849 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032903 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031691 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777031605 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031616 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033061 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032080 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032085 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777031645 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031656 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031703 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777031901 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031826 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032221 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032590 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032297 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032301 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032611 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031735 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031844 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777031854 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334918930 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033288 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032472 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777032456 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032461 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032468 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777031997 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777031975 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032034 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032010 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032021 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032760 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032284 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032398 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032418 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033465 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034070 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777034418 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777031426 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033543 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032623 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032626 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032630 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032917 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032911 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032912 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032921 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032923 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032928 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032235 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032347 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032355 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033939 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033941 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033953 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033933 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033937 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035879 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034392 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032203 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032515 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032526 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777032648 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777032650 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032930 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032931 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032935 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032664 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032939 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032837 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034666 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032703 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032704 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032706 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032696 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033352 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033617 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034518 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032722 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033447 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033449 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033006 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034151 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033677 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033678 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035457 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035858 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334659539 Not a Balloon Loan 0 30 YR FXD 777035755 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334756510 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029205 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031355 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032725 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777027465 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035827 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035408 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032793 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033394 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033401 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033371 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033384 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036112 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036118 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035767 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036584 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036130 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777031402 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334740616 Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 334740617 Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777032974 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033332 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033341 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777032984 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032999 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032990 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777032993 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777032994 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035109 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035117 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032946 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032952 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033041 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033096 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033097 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033111 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033116 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033266 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033276 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033125 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033136 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033297 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033299 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777023539 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033120 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033122 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033233 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033239 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033213 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033216 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033244 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033246 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033416 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777028399 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033423 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777033439 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777035895 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030360 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033700 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777023598 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033816 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033790 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777024274 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034799 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035789 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035681 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034811 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035199 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035782 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033834 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777033839 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033848 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033991 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033993 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033994 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035455 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030870 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034420 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777034454 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034002 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034503 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034504 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034505 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034487 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034490 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034491 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034500 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034501 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034502 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034571 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034573 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035620 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036671 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035619 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034430 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034432 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034747 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034753 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034755 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034741 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034780 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034782 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034764 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034768 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034770 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034817 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034819 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034789 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034164 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034166 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034169 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034032 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034034 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034036 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034062 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034064 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034067 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034042 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034044 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034084 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034085 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034089 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034080 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034160 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034120 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034380 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034400 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034401 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034249 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034251 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777026807 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034202 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034449 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034450 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034456 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034458 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035274 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034433 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034439 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034448 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034407 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034413 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777034414 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777029068 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032173 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034520 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034989 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032387 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033857 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032601 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035081 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777027288 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034576 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034611 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034612 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034614 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034598 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034606 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034608 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777034634 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034636 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034637 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034642 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034647 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034619 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034628 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034629 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034633 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034665 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034667 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034648 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034649 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034651 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034282 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034270 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034309 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034311 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034293 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034295 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034366 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034342 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034373 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034374 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034597 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034531 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034682 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034685 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034686 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034562 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034563 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777034566 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034888 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034890 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034892 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034895 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034896 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034691 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777034701 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035008 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035009 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035032 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035600 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035605 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034462 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034758 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034759 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034760 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034761 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034762 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034763 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034710 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034713 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034898 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034903 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034904 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034877 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034880 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035047 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034956 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034958 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034959 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035165 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035166 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035079 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035091 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032315 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034845 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034850 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777029389 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334740625 Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777035800 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035801 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035802 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035811 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035817 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035845 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035848 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035850 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035859 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035843 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035938 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035948 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036004 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035866 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777035906 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036032 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036033 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036040 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036022 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036079 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036082 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036084 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036049 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036051 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036052 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036103 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036085 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036088 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036089 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036090 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036092 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036165 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034913 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034918 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034929 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034930 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034932 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034935 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034925 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777034927 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034928 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036154 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035237 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035238 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035247 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777035248 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035249 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036155 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036158 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036398 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036399 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036393 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036395 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035713 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777035720 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035722 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035753 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036333 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036345 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033322 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035056 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035057 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036307 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036322 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036332 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777031389 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033217 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035479 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035480 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035481 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035498 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035364 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035478 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035707 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035708 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035712 Non-Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777035614 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777035615 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035638 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035640 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035632 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035633 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035662 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035666 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035667 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035651 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035652 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035656 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035685 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035693 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035694 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035669 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035670 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035679 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035683 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035697 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777035699 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035702 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033272 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035102 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035103 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035105 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035106 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035071 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035073 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035076 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035077 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035126 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035128 Non-Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777035133 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035138 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035119 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035121 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035122 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035175 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035176 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035186 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035213 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035188 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035203 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035754 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035763 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035765 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035235 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035779 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035799 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777036622 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035936 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035781 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036608 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035142 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035149 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035514 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035515 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035499 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035502 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777035536 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035537 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035550 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035551 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035530 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035531 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035532 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035583 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035585 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035588 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035553 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035555 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035556 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036192 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036194 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036196 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036173 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036267 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036270 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036257 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036258 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036282 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036292 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036293 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777034886 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777020065 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777024165 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036114 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036757 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036410 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036370 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777027702 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036426 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036428 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036458 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036411 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036614 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777032265 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036494 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033042 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777034596 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036749 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035818 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035649 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036775 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036779 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777022416 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777027153 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028061 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029296 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036769 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036773 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036670 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036594 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036599 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036600 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036601 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029311 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777018578 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036901 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036924 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036937 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036956 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036980 Non-Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777037020 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037331 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037333 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037320 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029222 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033500 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777029219 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029313 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029214 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029207 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030757 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030351 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037203 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033657 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 334756446 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033222 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777028695 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777025688 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029276 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029316 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030460 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777016693 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035088 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777032401 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035361 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035385 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035571 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777017869 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029699 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777029319 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033903 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777034052 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777033655 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034975 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035584 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036478 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777033581 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033874 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033881 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036958 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036188 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035045 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036363 Assumable Not a Balloon Loan 0 30 YR FXD 777036955 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777036951 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033095 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033094 Assumable Not a Balloon Loan 0 7/1 ARM 1 YR LIBOR 777033858 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036042 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036946 Assumable Not a Balloon Loan 0 3/1 ARM 1 YR LIBOR 777035500 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777033979 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030996 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036117 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035905 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035688 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035540 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036263 Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777035220 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033782 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037032 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037037 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777034625 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035382 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035409 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777035441 Not a Balloon Loan 0 30 YR FXD 777035626 Not a Balloon Loan 0 30 YR FXD 777035991 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036002 Not a Balloon Loan 0 30 YR FXD 777036216 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036229 Not a Balloon Loan 0 30 YR FXD 777036516 Not a Balloon Loan 0 30 YR FXD 777036534 Not a Balloon Loan 0 30 YR FXD 777036635 Not a Balloon Loan 0 30 YR FXD 777036636 Not a Balloon Loan 0 30 YR FXD 777036637 Not a Balloon Loan 0 30 YR FXD 777036722 Not a Balloon Loan 0 30 YR FXD 777036724 Not a Balloon Loan 0 30 YR FXD 777036725 Not a Balloon Loan 0 30 YR FXD 777036813 Not a Balloon Loan 0 30 YR FXD 777036823 Not a Balloon Loan 0 30 YR FXD 777036889 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036939 Not a Balloon Loan 0 30 YR FXD 777036940 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037067 Not a Balloon Loan 0 30 YR FXD 777037118 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037196 Not a Balloon Loan 0 30 YR FXD 777037301 Not a Balloon Loan 0 30 YR FXD 777037407 Not a Balloon Loan 0 30 YR FXD 777037413 Not a Balloon Loan 0 30 YR FXD 777037441 Not a Balloon Loan 0 30 YR FXD 777037452 Not a Balloon Loan 0 30 YR FXD 777037487 Not a Balloon Loan 0 30 YR FXD 777037535 Not a Balloon Loan 0 30 YR FXD 777037536 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037543 Not a Balloon Loan 0 30 YR FXD 777037754 Not a Balloon Loan 0 30 YR FXD 777037757 Not a Balloon Loan 0 30 YR FXD 777037768 Not a Balloon Loan 0 30 YR FXD 777037785 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037871 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037974 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037995 Not a Balloon Loan 0 30 YR FXD 777038027 Not a Balloon Loan 0 30 YR FXD 777038028 Not a Balloon Loan 0 30 YR FXD 777038100 Not a Balloon Loan 0 30 YR FXD 777038131 Not a Balloon Loan 0 30 YR FXD 777038151 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038224 Not a Balloon Loan 0 30 YR FXD 777038266 Not a Balloon Loan 0 30 YR FXD 777038294 Not a Balloon Loan 0 30 YR FXD 777035381 Not a Balloon Loan 0 30 YR FXD 777035471 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035733 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035793 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035794 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035832 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035833 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777035834 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036065 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777036374 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777036517 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037220 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037230 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037231 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037412 Not a Balloon Loan 0 30 YR FXD 777037502 Not a Balloon Loan 0 30 YR FXD 777037575 Not a Balloon Loan 0 30 YR FXD 777037644 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037649 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037680 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038188 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038421 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038271 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038591 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777033616 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777037525 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037394 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777037889 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033844 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037911 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038667 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037839 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037040 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038050 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777033021 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777034290 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777030287 Non-Assumable Not a Balloon Loan 0 30 YR FXD 334740611 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756496 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918987 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038839 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030587 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038196 Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777038584 Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 334756447 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756448 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037039 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918959 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777030202 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777030659 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756609 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334919024 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038712 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756511 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334918893 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756476 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756573 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037337 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037021 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037915 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038333 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777039595 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777038397 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 334756596 Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038440 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038665 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777037666 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777037573 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038428 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038085 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038432 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038434 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038620 Non-Assumable Not a Balloon Loan 0 5/1 ARM 1 YR LIBOR 777038586 Assumable Not a Balloon Loan 0 10/1 ARM 1 YR LIBOR 777038120 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777037975 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777038003 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777037935 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038922 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038097 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038133 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038186 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038197 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038225 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777036320 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038920 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038249 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038328 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038336 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038340 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038487 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038534 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777038559 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038590 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038616 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777038602 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038607 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777038774 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038890 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038892 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038898 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038902 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038903 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038954 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038722 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777038661 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038780 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777038820 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038862 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777039050 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777039302 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777039304 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777039263 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777039294 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777039110 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777039209 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777039212 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777039116 Non-Assumable Not a Balloon Loan 0 7/ 6 MONTH LIBOR 777039226 Non-Assumable Not a Balloon Loan 0 30 YR FXD 777039229 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777039367 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038629 Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777038716 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777039378 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777039415 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR 777039467 Non-Assumable Not a Balloon Loan 0 15 YR FXD 777039584 Non-Assumable Not a Balloon Loan 0 3/ 6 MONTH LIBOR 777039672 Non-Assumable Not a Balloon Loan 0 5/ 6 MONTH LIBOR UBS Loan ID Convertible IO Term Margin Rate Payment Initial Adjustment Freq Adjustment Freq Rate Cap ------------------------------------------------------------------------------------------------------------------------------------- 333775783 No 0 0 0 0 0 334375438 120 2.25 6 6 5 334375457 120 2.25 6 6 5 777005093 No 0 3 6 6 5 777024479 No 0 0 0 0 0 777025240 No 120 2.25 6 6 5 777025498 No 120 2.25 6 6 5 777025632 No 0 0 0 0 0 777025917 No 0 0 0 0 0 777026422 No 0 0 0 0 0 777026812 No 120 0 0 0 0 777026957 No 120 2.25 6 6 5 777027305 No 120 0 0 0 0 777028211 No 0 0 0 0 0 777028426 No 0 0 0 0 0 777029314 No 0 0 0 0 0 777029353 No 120 0 0 0 0 777029782 No 120 2.25 6 6 5 777030205 No 120 2.25 6 6 5 777030506 No 0 0 0 0 0 777031807 No 0 2.25 6 6 5 777032065 No 0 2.25 6 6 5 777032188 No 120 2.25 6 6 5 777032237 No 120 2.875 6 6 5 777032271 No 60 2.25 6 6 5 777032293 No 0 3.25 6 6 6 777032447 No 0 0 0 0 0 777032476 No 120 2.75 6 6 5 777032579 No 120 2.25 6 6 5 777032662 No 0 2.25 6 6 5 777032663 No 0 2.25 6 6 5 777032672 No 0 2.25 6 6 5 777032806 No 120 2.25 6 6 5 777032900 No 0 0 0 0 0 777032936 No 0 0 0 0 0 777032944 No 120 2.8125 6 6 5 777032954 No 120 2.25 6 6 5 777033012 No 0 0 0 0 0 777033040 No 120 2.25 6 6 5 777033090 No 0 2.25 6 6 5 777033102 No 0 0 0 0 0 777033156 No 0 0 0 0 0 777033207 No 0 0 0 0 0 777033234 No 120 2.25 6 6 5 777033261 No 0 0 0 0 0 777033395 No 0 0 0 0 0 777033445 No 120 3.125 6 6 5 777033452 No 120 2.25 6 6 5 777033482 No 120 2.25 6 6 5 777033487 No 120 2.8125 6 6 5 777033507 No 120 3.1875 6 6 5 777033643 No 0 0 0 0 0 777033659 No 120 2.25 6 6 5 777033690 No 0 0 0 0 0 777033704 No 120 2.25 6 6 5 777033744 No 120 2.25 6 6 5 777033802 No 120 2.25 6 6 5 777033826 No 0 0 0 0 0 777033832 No 0 0 0 0 0 777033868 No 0 0 0 0 0 777033869 No 0 0 0 0 0 777033985 No 120 3.1875 6 6 5 777033987 No 0 0 0 0 0 777034035 No 0 0 0 0 0 777034055 No 120 2.25 6 6 5 777034091 No 120 3.5 6 6 5 777034206 No 0 0 0 0 0 777034222 No 120 2.25 6 6 5 777034230 No 120 2.8125 6 6 5 777034255 No 120 3.4375 6 6 5 777034267 No 120 2.8125 6 6 5 777034362 No 0 0 0 0 0 777034408 No 0 0 0 0 0 777034437 No 0 0 0 0 0 777034474 No 0 0 0 0 0 777034477 No 0 0 0 0 0 777034538 No 120 2.25 6 6 5 777034618 No 120 2.25 6 6 5 777034631 No 120 3.25 6 6 5 777034639 No 0 0 0 0 0 777034643 No 120 3.1875 6 6 5 777034674 No 120 2.25 6 6 5 777034700 No 120 2.9375 6 6 5 777034714 No 120 2.25 6 6 5 777034715 No 120 2.25 6 6 5 777034746 No 0 0 0 0 0 777034776 No 0 0 0 0 0 777034784 No 0 0 0 0 0 777034793 No 120 2.25 6 6 5 777034797 No 120 2.25 6 6 5 777034809 No 0 0 0 0 0 777034954 No 0 0 0 0 0 777035161 No 120 3 6 6 5 777035503 No 120 2.25 6 6 5 777035523 No 0 0 0 0 0 777035601 No 0 0 0 0 0 777036818 No 120 4.45 6 6 5 777038404 No 120 3.625 6 6 5 777038427 No 0 0 0 0 0 777038431 No 120 2.874 6 6 5 777038477 No 120 2.25 6 6 3 777038583 No 0 0 0 0 0 777035870 No 0 0 0 0 0 777036544 No 0 3.75 6 6 5 777036561 No 120 3.9 6 6 5 777036566 120 4.55 6 6 5 777035872 120 2.25 6 6 5 777037128 120 2.25 6 6 5 777035919 120 4.75 6 6 5 777036549 0 3.4 6 6 5 777036762 120 2.25 6 6 5 777036639 0 4.8 6 6 5 777036540 0 4 6 6 5 777036441 120 4.55 6 6 5 777035968 No 120 2.25 6 6 3 777035373 120 2.25 6 6 5 777035994 120 2.25 6 6 3 777036567 0 3.9 6 6 5 777036864 0 4.2 6 6 5 777036541 No 0 4.625 6 6 5 777035867 0 2.25 6 6 5 777036835 120 2.25 6 6 5 777037135 120 2.25 6 6 5 777036805 120 4.3 6 6 5 777036812 0 2.25 6 6 3 777036687 120 2.25 6 6 5 777036871 120 2.25 6 6 5 777036881 0 2.25 6 6 3 777036899 120 3.1875 6 6 5 777037242 120 2.25 6 6 5 777037254 120 2.25 6 6 5 777037255 120 2.812 6 6 5 777035254 No 120 2.25 6 6 5 777037489 No 120 2.25 12 12 5 777037411 120 3.0625 6 6 5 777036838 No 120 2.25 6 6 5 777037690 120 2.25 6 6 3 777038069 120 2.625 6 6 5 777037775 120 2.25 12 12 5 777037806 No 120 2.25 6 6 5 777037938 120 3.25 6 6 5 777038110 No 120 2.25 6 6 5 777038265 120 2.5 6 6 5 777037049 No 120 0 0 0 0 777037456 No 120 0 0 0 0 777036740 No 120 0 0 0 0 777037191 No 120 2.25 6 6 5 777036850 No 120 3.188 6 6 5 777037345 No 60 2.25 6 6 5 777035678 No 120 0 0 0 0 777036532 No 120 2.25 6 6 5 777036765 No 0 0 0 0 0 777035244 No 120 0 0 0 0 777035805 No 0 0 0 0 0 777037393 No 0 0 0 0 0 777036057 No 120 0 0 0 0 777035751 No 60 2.875 6 6 5 777035541 No 60 2.75 6 6 5 777036632 No 0 0 0 0 0 777037080 No 0 0 0 0 0 777036207 No 120 3.75 6 6 5 777037034 No 120 3.25 6 6 5 777037462 No 120 2.625 6 6 5 777034235 No 120 0 0 0 0 777036482 No 0 0 0 0 0 777036060 No 0 0 0 0 0 777035835 No 60 2.875 6 6 5 777037085 No 0 0 0 0 0 777036634 No 0 0 0 0 0 777037047 No 120 0 0 0 0 777037045 No 120 0 0 0 0 777036839 No 120 2.25 6 6 5 777037271 No 0 0 0 0 0 777036479 No 0 0 0 0 0 777035355 No 120 2.25 6 6 5 777035745 No 36 2.75 6 6 1 777036054 No 0 0 0 0 0 777036445 No 0 2.25 6 6 5 777035521 No 120 0 0 0 0 777037466 No 0 2.5 6 6 5 777036430 No 120 2.25 6 6 5 777037517 No 120 0 0 0 0 777037512 No 120 4.5 6 6 5 777035299 No 120 0 0 0 0 777036444 No 0 2.25 6 6 6 777035256 No 120 2.25 6 6 5 777036187 No 120 0 0 0 0 777036019 No 120 4.65 6 6 5 777036571 No 120 0 0 0 0 777036570 No 0 0 0 0 0 777036072 No 120 0 0 0 0 777036677 No 120 0 0 0 0 777036663 No 120 0 0 0 0 777035873 No 0 0 0 0 0 777037228 No 60 2.75 6 6 5 777036073 No 36 3.375 6 6 1 777035831 No 60 2.875 6 6 5 777036221 No 120 2.25 6 6 5 777037373 No 120 2.25 12 12 5 777036050 No 0 0 0 0 0 777035788 No 0 0 0 0 0 777037193 No 120 0 0 0 0 777037579 No 120 2.813 6 6 5 777035929 No 120 0 0 0 0 777036437 No 0 4.35 6 6 5 777035912 No 120 2.25 6 6 5 777035719 No 0 0 0 0 0 777037043 No 0 0 0 0 0 777035887 No 0 0 0 0 0 777035063 No 120 2.25 6 6 3 777037281 No 0 0 0 0 0 777035984 No 120 2.25 6 6 5 777035357 No 120 2.25 6 6 5 777035981 No 120 2.25 6 6 5 777035310 No 0 2.25 6 6 1 777036281 No 120 3.375 6 6 5 777037430 No 0 3.75 6 6 5 777037432 No 0 0 0 0 0 777037434 No 120 2.25 6 6 5 777037511 No 120 2.25 6 6 5 777037518 No 120 0 0 0 0 777036178 No 120 0 0 0 0 777036992 No 120 0 0 0 0 777036202 No 0 0 0 0 0 777036432 No 120 3.9 6 6 5 777035852 No 0 2.25 12 12 2 777035289 No 120 2.25 6 6 5 777036006 No 120 0 0 0 0 777036572 No 0 0 0 0 0 777037265 No 120 0 0 0 0 777037282 No 120 0 0 0 0 777034640 No 120 0 0 0 0 777035452 No 0 0 0 0 0 777036000 No 0 2.25 6 6 5 777036020 No 0 0 0 0 0 777035194 No 0 2.25 12 12 5 777036328 No 0 0 0 0 0 777036075 No 36 2.75 6 6 1 777035544 No 36 2.875 6 6 1 777037221 No 0 0 0 0 0 777035971 No 0 0 0 0 0 777035972 No 0 0 0 0 0 777036452 No 120 2.25 12 12 5 777036184 No 120 0 0 0 0 777036506 No 0 0 0 0 0 777037215 No 120 0 0 0 0 777037641 No 0 0 0 0 0 777037827 No 120 3.125 6 6 5 777037821 No 120 2.75 6 6 5 777037380 No 120 2.25 6 6 5 777037519 No 0 3.25 6 6 5 777036926 No 120 0 0 0 0 777037044 No 120 0 0 0 0 777037208 No 0 0 0 0 0 777035596 No 0 0 0 0 0 777036335 No 120 4.5 6 6 5 777037346 No 0 0 0 0 0 777037683 No 120 0 0 0 0 777036680 No 120 0 0 0 0 777036681 No 120 0 0 0 0 777036442 No 120 4.55 6 6 5 777036125 No 120 4.5 6 6 3 777037339 No 0 5 6 6 5 777035821 No 120 3 6 6 5 777037160 No 0 0 0 0 0 777035746 No 60 2.75 6 6 5 777035738 No 60 3.25 6 6 5 777036961 No 0 2.25 6 6 5 777035966 No 0 0 0 0 0 777035308 No 120 2.25 6 6 5 777037285 No 0 0 0 0 0 777035940 No 0 2.25 6 6 5 777036373 No 120 2.25 12 12 5 777036947 No 120 2.25 12 12 5 777037083 No 120 0 0 0 0 777035422 No 0 0 0 0 0 777035288 No 120 2.25 6 6 5 777035438 No 120 3.75 6 6 5 777035332 No 120 0 0 0 0 777035920 No 0 3.25 6 6 5 777036761 No 120 2.25 6 6 2 777036222 No 120 2.25 6 6 5 777036014 No 120 3.8 6 6 5 777036824 No 0 3.75 6 6 5 777034421 No 120 2.25 6 6 5 777036111 No 120 2.25 6 6 5 777036582 No 0 2.25 6 6 5 777036589 No 120 2.875 6 6 5 777036059 No 0 0 0 0 0 777037018 No 120 3.625 6 6 5 777035296 No 0 0 0 0 0 777036230 No 120 0 0 0 0 777036013 No 0 0 0 0 0 777036782 No 120 3.187 6 6 5 777035132 No 0 0 0 0 0 777034788 No 0 0 0 0 0 777037198 No 0 0 0 0 0 777035252 No 120 2.25 6 6 5 777035097 No 0 0 0 0 0 777036386 No 0 0 0 0 0 777035921 No 120 2.25 6 6 5 777036038 No 0 0 0 0 0 777036045 No 0 0 0 0 0 777034915 No 0 0 0 0 0 777034923 No 120 0 0 0 0 777036371 No 0 0 0 0 0 777036400 No 120 2.25 12 12 2 777036401 No 120 2.25 6 6 5 777036390 No 120 0 0 0 0 777036041 No 120 0 0 0 0 777036334 No 120 0 0 0 0 777036342 No 120 0 0 0 0 777036344 No 120 0 0 0 0 777035696 No 120 0 0 0 0 777035673 No 120 0 0 0 0 777035159 No 120 2.25 12 12 5 777036486 No 120 0 0 0 0 777035784 No 120 2.25 6 6 5 777036621 No 120 2.25 6 6 5 777036624 No 0 3.1875 6 6 5 777036625 No 120 2.25 6 6 5 777036626 No 120 2.25 6 6 5 777037175 No 0 0 0 0 0 777036266 No 0 0 0 0 0 777036273 No 120 2.9375 6 6 5 777037162 No 120 0 0 0 0 777037828 No 120 3.125 6 6 5 777036366 No 120 2.25 6 6 5 777036451 No 0 2.25 6 6 5 777036456 No 120 0 0 0 0 777036406 No 120 2.25 6 6 5 777036617 No 120 2.25 12 12 5 777036620 No 0 0 0 0 0 777036512 No 0 2.25 6 6 5 777036604 No 0 0 0 0 0 777036606 No 0 2.25 12 12 5 777036654 No 120 2.25 12 12 5 777037176 No 120 0 0 0 0 777037180 No 120 2.25 6 6 5 777037181 No 120 2.875 6 6 5 777036575 No 120 2.25 6 6 5 777036723 No 0 0 0 0 0 777036707 No 120 0 0 0 0 777036708 No 0 0 0 0 0 777036711 No 120 2.25 6 6 5 777036712 No 120 3.75 6 6 5 777036713 No 120 2.25 6 6 5 777036660 No 0 0 0 0 0 777036778 No 120 2.25 6 6 3 777036718 No 120 0 0 0 0 777036719 No 120 2.9375 6 6 5 777036785 No 120 0 0 0 0 777036750 No 0 0 0 0 0 777036766 No 0 3 6 6 5 777036673 No 120 2.25 12 12 5 777036870 No 120 0 0 0 0 777036872 No 0 2.9375 6 6 5 777036875 No 120 2.9375 6 6 5 777036876 No 120 2.25 6 6 5 777036888 No 0 0 0 0 0 777036880 No 0 0 0 0 0 777036882 No 120 3.1875 6 6 5 777036883 No 120 3 6 6 5 777036885 No 120 2.25 6 6 5 777036903 No 0 0 0 0 0 777036909 No 120 2.25 12 12 5 777036918 No 120 3.1875 6 6 5 777036920 No 0 0 0 0 0 777036970 No 120 0 0 0 0 777036975 No 0 0 0 0 0 777037019 No 120 2.25 6 6 5 777036982 No 120 0 0 0 0 777036984 No 0 0 0 0 0 777037036 No 120 2.25 6 6 5 777037088 No 120 0 0 0 0 777037076 No 0 0 0 0 0 777037156 No 120 0 0 0 0 777037326 No 120 0 0 0 0 777037309 No 120 2.812 6 6 5 777037260 No 0 0 0 0 0 777037261 No 120 2.625 6 6 5 777037263 No 120 2.25 12 12 5 777037264 No 120 2.25 6 6 5 777037270 No 0 0 0 0 0 777037381 No 0 0 0 0 0 777037222 No 0 3.062 6 6 5 777037235 No 120 2.25 12 12 5 777037236 No 120 2.25 12 12 5 777037239 No 0 2.25 12 12 5 777037201 No 120 0 0 0 0 777037251 No 120 2.687 6 6 5 777037252 No 120 2.875 6 6 5 777037258 No 120 2.937 6 6 5 777037246 No 0 0 0 0 0 777034883 No 0 0 0 0 0 777037359 No 120 2.875 6 6 5 777037366 No 0 2.25 6 6 5 777037369 No 120 2.875 6 6 5 777037349 No 120 0 0 0 0 777036210 No 120 0 0 0 0 777037382 No 120 3.0625 6 6 5 777037385 No 120 2.25 6 6 5 777037386 No 120 2.875 6 6 5 777037387 No 0 3 6 6 5 777037484 No 0 0 0 0 0 777037397 No 120 2.875 6 6 5 777037488 No 120 0 0 0 0 777037498 No 120 0 0 0 0 777037499 No 120 2.624 6 6 5 777037531 No 0 3.751 6 6 5 777037406 No 120 0 0 0 0 777037408 No 120 2.6875 6 6 5 777037416 No 120 2.25 6 6 5 777037438 No 120 2.25 6 6 5 777037440 No 120 2.25 6 6 5 777037454 No 120 0 0 0 0 777037465 No 120 2.25 6 6 5 777037472 No 0 0 0 0 0 777037474 No 120 3.811 6 6 5 777037475 No 0 3.812 6 6 5 777037476 No 0 0 0 0 0 777037477 No 0 3.811 6 6 5 777037478 No 120 4.064 6 6 5 777037698 No 120 0 0 0 0 777037710 No 120 2.25 6 6 5 777037551 No 120 2.25 6 6 5 777037552 No 120 2.25 6 6 5 777037675 No 120 2.25 12 12 5 777038038 No 0 0 0 0 0 777038087 No 120 2.812 6 6 5 777038094 No 120 2.25 12 12 2 777038020 No 120 0 0 0 0 777038013 No 120 0 0 0 0 777036760 No 120 2.25 6 6 5 777036434 No 0 3.3 6 6 5 777037714 No 0 2.561 6 6 5 777037725 No 0 0 0 0 0 777037730 No 120 2.25 12 12 5 777037756 No 120 3.0625 6 6 5 777037777 No 120 2.25 12 12 5 777036116 No 0 0 0 0 0 777036957 No 60 2.25 12 12 5 777037832 No 0 0 0 0 0 777037817 No 120 2.25 6 6 5 777037834 No 120 2.25 6 6 5 777037900 No 120 0 0 0 0 777037920 No 120 2.875 6 6 5 777037927 No 0 2.625 6 6 5 777037972 No 0 0 0 0 0 777037946 No 0 2.25 6 6 5 777037949 No 120 0 0 0 0 777037979 No 120 2.75 6 6 5 777037984 No 0 2.875 6 6 5 777036372 No 120 0 0 0 0 777037793 No 0 2.25 6 6 5 777038102 No 0 2.25 6 6 3 777038122 No 120 2.25 6 6 3 777038160 No 0 0 0 0 0 777038161 No 120 0 0 0 0 777036756 No 0 0 0 0 0 777037467 No 120 2.25 6 6 5 777037033 No 120 3 6 6 5 777037035 No 120 3.25 6 6 5 777034486 No 0 0 0 0 0 777036256 No 0 0 0 0 0 777034630 No 0 0 0 0 0 777034333 No 0 3.625 6 6 5 777033386 No 0 0 0 0 0 777035183 No 120 2.25 6 6 5 777033538 No 0 2.25 6 6 5 777033539 No 0 2.25 6 6 5 777032446 No 120 3.25 6 6 5 777032201 No 84 2.25 12 12 5 777036246 No 120 0 0 0 0 777035559 No 0 0 0 0 0 777034635 No 120 0 0 0 0 777035939 No 0 2.25 6 6 1 777033269 No 0 0 0 0 0 777036510 No 0 0 0 0 0 777035089 No 120 2.25 12 12 5 777035130 No 0 0 0 0 0 777034240 No 0 2.25 12 12 5 777034938 No 0 2.25 12 12 5 777036362 No 0 0 0 0 0 777028268 No 0 0 0 0 0 777035726 No 60 2.75 6 6 5 777033291 No 0 0 0 0 0 777035216 No 120 2.25 12 12 5 777034972 No 120 0 0 0 0 777035824 No 0 0 0 0 0 777035857 No 0 2.25 12 12 5 777030465 No 0 0 0 0 0 777035436 No 0 4.925 6 6 5 777036021 No 0 0 0 0 0 777033954 No 120 2.25 6 6 5 777035577 No 60 2.75 6 6 5 777036201 No 120 0 0 0 0 777036206 No 0 2.25 12 12 5 777036226 No 0 3.3125 6 6 5 777034601 No 0 0 0 0 0 777034621 No 0 2.25 12 12 5 777031601 No 120 2.25 12 12 5 777031753 No 120 0 0 0 0 777028891 No 0 0 0 0 0 777017240 No 0 0 0 0 0 777036043 No 120 3.375 6 6 5 777036115 No 120 3.125 6 6 5 777036731 No 120 3 6 6 5 777030872 No 84 2.25 12 12 5 777034436 No 0 0 0 0 0 777034854 No 0 2.25 12 12 5 777034774 No 0 0 0 0 0 777032963 No 120 0 0 0 0 777034664 No 0 0 0 0 0 777037070 No 120 0 0 0 0 777033155 No 0 0 0 0 0 777033918 No 120 2.25 6 6 5 777030021 No 120 2.25 6 6 5 777026423 No 120 0 0 0 0 777033726 No 0 2.25 6 6 5 777031227 No 120 0 0 0 0 777034765 No 120 2.25 12 12 5 777034807 No 0 2.25 12 12 5 777034826 No 0 2.25 12 12 5 777032964 No 120 2.25 6 6 5 777034105 No 0 0 0 0 0 777032452 No 120 2.25 12 12 5 777034471 No 120 0 0 0 0 777034473 No 120 0 0 0 0 777031222 No 120 0 0 0 0 777034994 No 0 0 0 0 0 777030628 No 0 0 0 0 0 777017895 No 0 0 0 0 0 777034748 No 0 0 0 0 0 777033099 No 0 2.25 6 6 5 777029833 No 0 0 0 0 0 777030350 No 120 2.5 6 6 5 777035674 No 120 0 0 0 0 777035851 No 0 0 0 0 0 777022952 No 120 0 0 0 0 777029759 No 0 2.25 12 12 5 777033494 No 120 2.25 12 12 5 777034738 No 120 0 0 0 0 777033072 No 120 0 0 0 0 777033205 No 120 2.25 12 12 5 777033224 No 120 0 0 0 0 777033426 No 0 0 0 0 0 777033418 No 0 0 0 0 0 777033270 No 120 0 0 0 0 777035485 No 0 0 0 0 0 777034588 No 0 0 0 0 0 777033033 No 0 0 0 0 0 777033035 No 0 0 0 0 0 777033328 No 120 0 0 0 0 777029410 No 120 0 0 0 0 777036012 No 120 5.05 6 6 5 777034143 No 0 0 0 0 0 777030290 No 0 0 0 0 0 777029957 No 0 0 0 0 0 777033172 No 60 2.25 12 12 5 334756470 120 2.75 6 6 6 777032132 No 0 0 0 0 0 777032178 No 120 0 0 0 0 777036094 No 120 0 0 0 0 777034444 No 120 0 0 0 0 777035151 No 0 0 0 0 0 777027174 No 0 2.25 12 12 5 777030162 No 0 0 0 0 0 777034361 No 84 2.25 12 12 5 777030169 No 0 2.25 12 12 5 777030585 No 0 2.25 12 12 5 777031112 No 0 0 0 0 0 777033108 No 60 2.25 12 12 5 777034051 No 120 2.25 12 12 5 777032492 No 84 2.25 12 12 5 777035549 No 120 0 0 0 0 777034386 No 0 0 0 0 0 777034349 No 120 0 0 0 0 777035317 No 0 0 0 0 0 334756598 120 3.25 6 6 6 777030383 No 120 0 0 0 0 777034773 No 120 3.5 6 6 5 777032428 No 120 2.25 6 6 5 777032661 No 0 2.25 6 6 5 777032366 No 120 2.25 6 6 5 777030463 No 0 0 0 0 0 777035323 No 0 0 0 0 0 777035324 No 0 0 0 0 0 777036228 No 120 2.25 6 6 5 777036237 No 0 2.25 6 6 5 777035595 No 0 0 0 0 0 777032618 No 120 0 0 0 0 777028492 No 0 0 0 0 0 777034984 No 120 0 0 0 0 777034985 No 120 2.25 6 6 5 777035568 No 60 3.5 6 6 5 777029596 No 0 0 0 0 0 777034212 No 120 0 0 0 0 777034677 No 120 0 0 0 0 777034675 No 120 0 0 0 0 777034860 No 0 2.25 6 6 5 777034565 No 0 0 0 0 0 777034662 No 0 0 0 0 0 777034749 No 0 3.25 6 6 5 777035082 No 120 0 0 0 0 777034341 No 120 2.25 6 6 1 777034343 No 120 2.25 6 6 1 334756508 120 2.75 6 6 6 777035087 No 0 2.25 12 12 5 777035218 No 0 0 0 0 0 777030478 No 120 0 0 0 0 777034345 No 0 0 0 0 0 777034108 No 0 2.25 12 12 5 777033713 No 120 2.25 12 12 5 777035217 No 120 0 0 0 0 777030178 No 120 0 0 0 0 777034517 No 0 0 0 0 0 777029814 No 0 0 0 0 0 777036253 No 0 0 0 0 0 777035486 No 120 0 0 0 0 777035139 No 120 0 0 0 0 777034853 No 0 0 0 0 0 777034861 No 0 0 0 0 0 777034863 No 0 0 0 0 0 777034864 No 0 0 0 0 0 777034945 No 120 2.9375 6 6 5 777034967 No 0 0 0 0 0 777033771 No 0 3.438 6 6 5 777032591 No 0 2.25 12 12 5 777032616 No 120 2.25 12 12 5 777033134 No 120 0 0 0 0 777031802 No 0 0 0 0 0 777036326 No 120 0 0 0 0 777035522 No 120 0 0 0 0 777030167 No 120 0 0 0 0 777030181 No 120 0 0 0 0 777034988 No 120 0 0 0 0 777035058 No 120 2.25 6 6 5 777035060 No 120 2.25 6 6 3 777035061 No 120 2.8125 6 6 5 777035065 No 120 2.25 6 6 5 334756543 120 2.75 6 6 6 334756614 120 3.25 6 6 6 777035229 No 120 2.25 6 6 5 777034866 No 0 0 0 0 0 777034870 No 120 3.25 6 6 5 777034873 No 120 2.875 6 6 5 777034289 No 0 2.25 12 12 5 777034586 No 0 2.25 12 12 5 777035806 No 0 0 0 0 0 777035808 No 0 0 0 0 0 777036227 No 0 2.25 6 6 5 777036011 No 120 5.9 6 6 5 777036015 No 120 0 0 0 0 777028577 No 0 0 0 0 0 777034472 No 120 2.25 12 12 5 777028793 No 0 2.25 12 12 5 777036275 No 120 2.25 6 6 5 777036277 No 120 2.25 6 6 5 777036238 No 0 0 0 0 0 777033649 No 0 2.75 6 6 5 777031568 No 0 2.25 12 12 5 777032687 No 0 0 0 0 0 777032496 No 0 2.875 6 6 5 777009489 No 0 0 0 0 0 777033323 No 0 0 0 0 0 777034057 No 120 0 0 0 0 777029262 No 0 0 0 0 0 777030011 No 0 0 0 0 0 777034488 No 120 0 0 0 0 777035609 No 0 0 0 0 0 777035488 No 0 0 0 0 0 777034385 No 120 0 0 0 0 777034585 No 0 2.25 12 12 5 777034730 No 120 0 0 0 0 777035637 No 0 0 0 0 0 777034772 No 120 0 0 0 0 777034253 No 120 2.25 6 6 5 777034410 No 120 0 0 0 0 777034331 No 0 2.25 12 12 5 777034390 No 0 2.25 12 12 5 777028372 No 0 0 0 0 0 777028373 No 0 0 0 0 0 777034856 No 120 2.25 12 12 5 777034050 No 120 2.25 12 12 5 777034509 No 120 2.25 12 12 5 777034558 No 120 0 0 0 0 777034393 No 0 2.25 12 12 5 777034217 No 120 2.25 12 12 5 777034325 No 0 2.25 12 12 5 777034274 No 0 0 0 0 0 777032349 No 120 3.438 6 6 5 777028087 No 0 0 0 0 0 777023940 No 0 0 0 0 0 777030626 No 0 0 0 0 0 777030342 No 0 0 0 0 0 777029810 No 120 2.25 12 12 5 777031600 No 120 0 0 0 0 777034351 No 0 2.25 12 12 5 777032341 No 0 0 0 0 0 777034388 No 120 0 0 0 0 777034771 No 120 0 0 0 0 777028493 No 0 0 0 0 0 777035313 No 0 0 0 0 0 777033193 No 120 2.25 6 6 5 777017870 No 0 0 0 0 0 777032069 No 0 2.25 12 12 5 777028566 No 0 0 0 0 0 777034820 No 0 0 0 0 0 777034822 No 0 2.25 6 6 3 777034827 No 120 2.25 6 6 5 777034828 No 120 0 0 0 0 777034805 No 120 0 0 0 0 777034808 No 120 0 0 0 0 777034832 No 120 2.875 6 6 5 777034839 No 120 2.9375 6 6 5 777034841 No 0 0 0 0 0 777034843 No 0 0 0 0 0 777034498 No 0 2.875 6 6 5 777034953 No 120 0 0 0 0 777035327 No 0 0 0 0 0 777031393 No 0 0 0 0 0 777033917 No 84 2.25 12 12 5 777033975 No 0 2.25 12 12 5 777033470 No 120 0 0 0 0 777034695 No 0 2.25 12 12 2 777034775 No 120 2.25 12 12 5 777035033 No 0 0 0 0 0 777029851 No 0 2.25 12 12 5 334756467 120 2.75 6 6 6 777033167 No 120 2.9375 6 6 5 777033170 No 120 2.9375 6 6 5 777032816 No 120 3.4375 6 6 5 777036323 No 120 2.25 12 12 5 777036948 No 120 2.25 12 12 5 777036299 No 120 2.25 12 12 5 777030247 No 0 0 0 0 0 777031163 No 120 2.25 6 6 5 777031164 No 0 0 0 0 0 777033835 No 120 2.25 12 12 5 777033944 No 120 2.25 12 12 5 777033950 No 120 2.25 12 12 5 777036508 No 0 0 0 0 0 777036509 No 0 0 0 0 0 777034059 No 0 0 0 0 0 777034061 No 120 0 0 0 0 777034484 No 0 0 0 0 0 777035000 No 0 0 0 0 0 777033324 No 0 0 0 0 0 777033321 No 0 0 0 0 0 777034056 No 120 0 0 0 0 777034483 No 0 0 0 0 0 777034398 No 0 0 0 0 0 777034999 No 0 0 0 0 0 777035494 No 0 0 0 0 0 777036420 No 0 0 0 0 0 777031521 No 0 0 0 0 0 777034058 No 0 0 0 0 0 777033565 No 0 0 0 0 0 777033890 No 0 0 0 0 0 777033198 No 120 2.25 6 6 5 777033180 No 120 2.25 12 12 5 777033304 No 0 2.25 6 6 5 777031252 No 120 0 0 0 0 777036048 No 0 0 0 0 0 777029835 No 120 2.25 12 12 5 777036039 No 0 0 0 0 0 777030843 No 0 2.25 12 12 5 777033292 No 0 0 0 0 0 777033691 No 120 2.25 12 12 5 777033422 No 0 2.25 12 12 5 777031790 No 0 2.25 12 12 5 777034752 No 120 0 0 0 0 777035495 No 120 0 0 0 0 777036298 No 0 0 0 0 0 777036297 No 0 0 0 0 0 777036507 No 0 0 0 0 0 777036415 No 0 0 0 0 0 777027945 No 0 0 0 0 0 777033255 No 0 2.25 6 6 3 777033263 No 0 2.25 12 12 5 777029970 No 0 0 0 0 0 777033981 No 120 2.25 12 12 5 777033982 No 120 3 6 6 5 777033986 No 0 0 0 0 0 777033924 No 120 2.25 6 6 5 777033925 No 0 0 0 0 0 777034334 No 0 0 0 0 0 777030530 No 120 2.25 12 12 5 777030314 No 0 0 0 0 0 777036595 No 120 2.75 6 6 5 777036446 No 0 0 0 0 0 777018975 No 0 0 0 0 0 777023196 No 0 0 0 0 0 777035448 No 120 4.65 6 6 5 777029962 No 0 0 0 0 0 777035401 No 0 3.475 6 6 5 777035253 No 120 2.25 6 6 5 777035259 No 0 0 0 0 0 777031860 No 120 2.75 6 6 5 777033959 No 0 0 0 0 0 777033773 No 0 0 0 0 0 777033639 No 0 0 0 0 0 777033851 No 120 3.25 6 6 5 777034737 No 120 2.875 6 6 5 777034250 No 0 0 0 0 0 777034908 No 120 3.25 6 6 5 777034909 No 0 0 0 0 0 777031784 No 84 2.25 12 12 5 777034549 No 0 0 0 0 0 777017384 No 0 0 0 0 0 777020847 No 0 0 0 0 0 777033794 No 120 0 0 0 0 777036449 No 60 2.25 12 12 5 777029072 No 84 2.25 12 12 5 777029836 No 120 2.25 12 12 5 777029423 No 0 2.25 12 12 5 777033489 No 120 2.25 12 12 5 777033289 No 120 0 0 0 0 777030450 No 120 2.25 12 12 5 777032411 No 0 0 0 0 0 777034419 No 0 2.25 6 6 5 777032811 No 120 0 0 0 0 777033406 No 0 0 0 0 0 334740666 84 2.25 12 12 5 777035497 No 0 0 0 0 0 777035659 No 120 4.5 6 6 5 777017893 No 120 0 0 0 0 777033459 No 120 2.25 12 12 5 777033461 No 0 2.25 12 12 5 777033475 No 120 2.25 12 12 5 777033508 No 0 3.5 6 6 5 777033510 No 0 0 0 0 0 777033512 No 0 2.25 6 6 5 777033514 No 0 2.25 6 6 5 777033491 No 120 2.25 12 12 5 777033505 No 120 3.25 6 6 5 777033528 No 0 0 0 0 0 777033520 No 120 2.25 12 12 5 777033572 No 0 2.25 6 6 3 777033573 No 0 2.25 6 6 5 334756519 120 3.25 6 6 6 777036104 No 120 0 0 0 0 777033729 No 120 0 0 0 0 334756493 120 3.25 6 6 6 334740605 0 2.25 6 6 5 334756570 120 3.25 6 6 6 777033215 No 0 0 0 0 0 777028760 No 0 0 0 0 0 777033604 No 0 2.25 6 6 5 777033610 No 0 2.25 6 6 5 777033586 No 120 2.25 12 12 5 777033591 No 120 2.25 6 6 5 777033628 No 0 3.3125 6 6 5 777033630 No 120 2.25 6 6 5 777033623 No 120 2.25 6 6 5 777033625 No 0 3.3125 6 6 5 777033682 No 120 2.6875 6 6 5 777029746 No 120 2.25 6 6 5 777033758 No 120 2.25 12 12 5 777033759 No 120 2.25 6 6 5 777033760 No 120 0 0 0 0 777033761 No 120 2.25 6 6 3 777033764 No 120 2.25 12 12 5 777033754 No 0 0 0 0 0 777033756 No 0 0 0 0 0 777033825 No 0 4.25 6 6 5 777033827 No 120 2.25 6 6 5 777033818 No 0 3.125 6 6 5 777033819 No 0 2.25 6 6 5 777033821 No 120 2.25 6 6 3 777033961 No 0 3.0625 6 6 5 777033963 No 0 3.3125 6 6 5 777029581 No 120 2.25 12 12 5 777033405 No 120 2.25 6 6 5 777033296 No 0 2.25 6 6 5 777030763 No 0 2.25 6 6 5 777022726 No 120 0 0 0 0 777031781 No 0 2.25 12 12 5 777020463 No 120 0 0 0 0 777033865 No 120 0 0 0 0 777033550 No 120 2.25 6 6 1 777033219 No 120 2.25 6 6 1 777033254 No 0 2.25 6 6 5 334740612 120 2.75 6 6 6 334756602 120 2.25 6 6 5 334918942 120 2.75 6 6 6 334918943 120 2.75 6 6 6 334918924 120 2.75 6 6 6 777033799 No 0 0 0 0 0 777029339 No 120 2.25 6 6 5 777029567 No 0 0 0 0 0 777027684 No 0 0 0 0 0 777017737 No 0 0 0 0 0 777019762 No 0 0 0 0 0 777018227 No 0 0 0 0 0 777020547 No 0 0 0 0 0 777022101 No 0 0 0 0 0 777029303 No 120 2.25 12 12 5 777030400 No 0 2.25 6 6 5 777026854 No 0 0 0 0 0 777023736 No 120 0 0 0 0 777032619 No 0 0 0 0 0 777024243 No 0 0 0 0 0 777029785 No 120 2.25 12 12 5 777029786 No 120 2.25 12 12 5 777029646 No 120 2.25 12 12 5 777029649 No 120 2.25 6 6 5 777036249 No 0 0 0 0 0 777034810 No 120 2.938 6 6 5 777033105 No 60 2.25 12 12 5 777035569 No 60 3.3 6 6 5 777037081 No 120 2.25 12 12 5 777029491 No 0 2.25 12 12 5 777033872 No 120 2.25 6 6 5 777030685 No 84 2.25 12 12 5 777033421 No 120 0 0 0 0 777033392 No 0 0 0 0 0 777033393 No 0 0 0 0 0 777030241 No 120 0 0 0 0 777035255 No 120 2.25 6 6 5 777037069 No 0 2.25 12 12 5 777036954 No 36 2.25 12 12 5 777035501 No 120 2.25 6 6 5 334756458 120 2.75 6 6 6 334756443 120 2.75 6 6 6 334740628 120 2.25 6 6 5 334918989 120 3.25 6 6 6 334918913 120 2.75 6 6 6 334918914 0 2.25 6 6 5 777029653 No 120 2.25 6 6 5 777029713 No 0 2.25 12 12 5 777029691 No 0 2.25 12 12 5 777029824 No 0 0 0 0 0 777030251 No 120 2.25 12 12 5 777030099 No 120 2.25 12 12 5 777033692 No 120 2.25 6 6 5 777033693 No 0 2.25 6 6 5 777033696 No 120 2.9375 6 6 5 777030195 No 120 2.25 12 12 5 777030197 No 120 2.25 12 12 5 777030198 No 120 2.25 12 12 5 777036017 No 0 2.25 6 6 5 334756563 120 3.25 6 6 6 777031472 No 120 2.25 12 12 5 777030224 No 120 0 0 0 0 777030238 No 120 2.25 6 6 5 777034130 No 120 0 0 0 0 777031925 No 0 0 0 0 0 777030259 No 120 2.25 12 12 5 777030261 No 120 2.25 12 12 5 777033544 No 60 2.25 6 6 5 334756535 120 2.75 6 6 6 334918984 120 2.75 6 6 6 334919002 120 2.25 6 6 5 334756522 120 2.75 6 6 6 334918978 120 2.75 6 6 6 334919000 120 3.25 6 6 6 777033775 No 84 2.25 6 6 5 777017476 No 0 0 0 0 0 777022646 No 0 0 0 0 0 777030531 No 0 0 0 0 0 777031446 No 0 2.25 6 6 5 777031517 No 0 0 0 0 0 777031530 No 120 2.25 12 12 5 777030955 No 120 0 0 0 0 777036016 No 120 5.05 6 6 5 777030613 No 120 2.875 6 6 5 777030707 No 120 2.25 12 12 5 777030816 No 120 0 0 0 0 777034007 No 120 2.25 6 6 5 777034009 No 0 0 0 0 0 777034010 No 120 3.25 6 6 5 777034097 No 120 0 0 0 0 777034099 No 0 2.25 6 6 5 777034016 No 0 2.9375 6 6 5 777034018 No 120 2.25 6 6 5 777034019 No 120 3.1875 6 6 5 777034170 No 120 3.25 6 6 5 777034100 No 0 0 0 0 0 777034101 No 0 0 0 0 0 777034110 No 120 3.25 6 6 5 777034114 No 0 2.25 12 12 5 777034190 No 0 3.5 6 6 5 777034180 No 0 2.25 6 6 5 777032737 No 0 2.25 6 6 5 777030881 No 120 0 0 0 0 777031171 No 0 2.25 6 6 5 777035093 No 120 0 0 0 0 777034493 No 120 2.812 6 6 5 777032870 No 120 0 0 0 0 777034415 No 0 0 0 0 0 777035447 No 0 4.65 6 6 5 777035290 No 120 2.25 6 6 5 777031180 No 120 2.25 6 6 5 777031384 No 0 2.25 12 12 5 334919003 120 3.25 6 6 6 334756560 120 2.75 6 6 6 334919009 120 2.75 6 6 6 334918961 120 2.75 6 6 6 777031185 No 0 2.25 12 12 5 777031188 No 120 2.25 12 12 5 777031603 No 120 0 0 0 0 777031290 No 0 0 0 0 0 777031955 No 0 0 0 0 0 777031224 No 0 0 0 0 0 777031205 No 0 0 0 0 0 777031311 No 120 0 0 0 0 777032849 No 120 2.25 6 6 5 777032903 No 120 2.25 6 6 5 777031691 No 120 2.25 6 6 5 777031605 No 0 0 0 0 0 777031616 No 0 2.25 6 6 5 777033061 No 0 2.8125 6 6 5 777032080 No 0 2.25 6 6 5 777032085 No 120 2.25 12 12 5 777031645 No 120 2.25 6 6 5 777031656 No 0 0 0 0 0 777031703 No 120 2.25 12 12 5 777031901 No 0 0 0 0 0 777031826 No 120 2.25 12 12 5 777032221 No 0 2.25 6 6 5 777032590 No 0 0 0 0 0 777032297 No 0 2.25 6 6 5 777032301 No 0 2.25 6 6 5 777032611 No 120 2.25 6 6 5 777031735 No 0 0 0 0 0 777031844 No 120 2.25 12 12 5 777031854 No 120 0 0 0 0 334918930 120 2.75 6 6 6 777033288 No 0 0 0 0 0 777032472 No 120 2.25 6 6 3 777032456 No 120 2.8125 6 6 5 777032461 No 120 2.25 6 6 5 777032468 No 120 2.25 12 12 5 777031997 No 0 2.25 6 6 5 777031975 No 0 2.25 12 12 5 777032034 No 0 2.25 6 6 5 777032010 No 120 0 0 0 0 777032021 No 120 2.25 6 6 5 777032760 No 120 0 0 0 0 777032284 No 120 2.875 6 6 5 777032398 No 120 2.25 6 6 5 777032418 No 0 0 0 0 0 777033465 No 0 0 0 0 0 777034070 No 120 2.25 12 12 5 777034418 No 0 2.25 6 6 5 777031426 No 0 0 0 0 0 777033543 No 120 0 0 0 0 777032623 No 120 2.9375 6 6 5 777032626 No 120 2.9375 6 6 5 777032630 No 120 2.25 12 12 5 777032917 No 120 2.25 12 12 5 777032911 No 0 0 0 0 0 777032912 No 0 0 0 0 0 777032921 No 0 2.25 6 6 5 777032923 No 0 2.25 6 6 5 777032928 No 120 2.25 6 6 5 777032235 No 120 3.25 6 6 5 777032347 No 0 2.25 6 6 5 777032355 No 120 2.25 6 6 5 777033939 No 120 2.25 6 6 5 777033941 No 120 2.75 6 6 5 777033953 No 120 3.75 6 6 5 777033933 No 120 2.8125 6 6 5 777033937 No 0 2.25 6 6 5 777035879 No 120 2.25 6 6 5 777034392 No 120 0 0 0 0 777032203 No 120 2.25 6 6 5 777032515 No 120 2.25 12 12 5 777032526 No 120 2.25 6 6 3 777032648 No 0 2.25 12 12 5 777032650 No 120 2.25 6 6 5 777032930 No 0 2.25 6 6 5 777032931 No 0 2.25 6 6 5 777032935 No 120 2.75 6 6 5 777032664 No 120 2.25 6 6 5 777032939 No 0 0 0 0 0 777032837 No 0 2.25 12 12 5 777034666 No 0 0 0 0 0 777032703 No 0 0 0 0 0 777032704 No 0 2.25 6 6 5 777032706 No 0 2.25 6 6 5 777032696 No 120 0 0 0 0 777033352 No 120 2.25 6 6 5 777033617 No 120 2.25 6 6 5 777034518 No 120 0 0 0 0 777032722 No 0 0 0 0 0 777033447 No 120 0 0 0 0 777033449 No 0 2.25 6 6 5 777033006 No 120 2.25 6 6 5 777034151 No 0 2.25 6 6 5 777033677 No 120 2.25 12 12 5 777033678 No 120 2.25 6 6 5 777035457 No 0 3.9 6 6 5 777035858 No 0 0 0 0 0 334659539 0 0 0 0 0 777035755 No 0 0 0 0 0 334756510 120 2.25 6 6 5 777029205 No 0 0 0 0 0 777031355 No 0 0 0 0 0 777032725 No 0 2.25 6 6 5 777027465 No 120 0 0 0 0 777035827 No 120 0 0 0 0 777035408 No 0 3.75 6 6 5 777032793 No 120 2.25 12 12 5 777033394 No 120 2.25 12 12 5 777033401 No 120 2.25 12 12 5 777033371 No 120 3 6 6 5 777033384 No 120 2.25 6 6 5 777036112 No 120 0 0 0 0 777036118 No 120 2.25 6 6 5 777035767 No 120 0 0 0 0 777036584 No 120 0 0 0 0 777036130 No 120 2.25 6 6 5 777031402 No 0 0 0 0 0 334740616 84 2.25 12 12 5 334740617 84 2.25 12 12 5 777032974 No 120 2.25 6 6 3 777033332 No 120 2.25 12 12 5 777033341 No 120 2.25 12 12 5 777032984 No 120 2.25 6 6 5 777032999 No 120 2.25 12 12 5 777032990 No 120 2.25 6 6 5 777032993 No 120 2.25 12 12 5 777032994 No 0 0 0 0 0 777035109 No 120 2.25 6 6 5 777035117 No 120 2.625 6 6 5 777032946 No 0 2.25 6 6 5 777032952 No 0 2.25 6 6 3 777033041 No 120 2.25 6 6 5 777033096 No 0 2.25 6 6 5 777033097 No 120 2.25 12 12 5 777033111 No 120 2.25 12 12 5 777033116 No 120 2.25 12 12 5 777033266 No 120 2.25 6 6 5 777033276 No 0 0 0 0 0 777033125 No 0 0 0 0 0 777033136 No 120 3 6 6 5 777033297 No 0 3.375 6 6 5 777033299 No 120 2.875 6 6 5 777023539 No 0 0 0 0 0 777033120 No 120 2.25 6 6 5 777033122 No 120 3.5625 6 6 5 777033233 No 120 2.25 12 12 5 777033239 No 120 3.375 6 6 5 777033213 No 0 0 0 0 0 777033216 No 0 2.25 6 6 5 777033244 No 0 2.25 6 6 5 777033246 No 120 2.25 6 6 5 777033416 No 120 2.25 6 6 5 777028399 No 120 0 0 0 0 777033423 No 120 2.25 12 12 5 777033439 No 120 2.25 12 12 5 777035895 No 0 0 0 0 0 777030360 No 120 0 0 0 0 777033700 No 120 2.25 12 12 5 777023598 No 0 0 0 0 0 777033816 No 120 0 0 0 0 777033790 No 0 0 0 0 0 777024274 No 0 0 0 0 0 777034799 No 120 2.75 6 6 5 777035789 No 0 0 0 0 0 777035681 No 0 0 0 0 0 777034811 No 120 3.25 6 6 5 777035199 No 120 2.5 6 6 5 777035782 No 120 0 0 0 0 777033834 No 0 2.25 6 6 3 777033839 No 120 3.25 6 6 5 777033848 No 120 3.0625 6 6 5 777033991 No 120 0 0 0 0 777033993 No 120 2.25 6 6 5 777033994 No 0 2.25 6 6 5 777035455 No 0 0 0 0 0 777030870 No 0 0 0 0 0 777034420 No 0 2.25 12 12 5 777034454 No 60 2.25 12 12 2 777034002 No 120 2.25 6 6 3 777034503 No 0 2.25 6 6 5 777034504 No 0 0 0 0 0 777034505 No 0 0 0 0 0 777034487 No 120 2.25 12 12 5 777034490 No 0 0 0 0 0 777034491 No 0 2.9375 6 6 5 777034500 No 0 0 0 0 0 777034501 No 120 2.75 6 6 5 777034502 No 0 2.9375 6 6 5 777034571 No 0 0 0 0 0 777034573 No 120 0 0 0 0 777035620 No 0 0 0 0 0 777036671 No 120 3.375 6 6 5 777035619 No 0 0 0 0 0 777034430 No 120 3.25 6 6 5 777034432 No 120 2.25 12 12 5 777034747 No 0 0 0 0 0 777034753 No 120 2.25 6 6 5 777034755 No 120 0 0 0 0 777034741 No 120 2.8125 6 6 5 777034780 No 120 0 0 0 0 777034782 No 0 0 0 0 0 777034764 No 0 2.75 6 6 5 777034768 No 120 0 0 0 0 777034770 No 120 2.25 6 6 5 777034817 No 120 0 0 0 0 777034819 No 0 2.25 6 6 5 777034789 No 0 0 0 0 0 777034164 No 120 2.25 6 6 5 777034166 No 120 3.25 6 6 5 777034169 No 120 3.125 6 6 5 777034032 No 120 0 0 0 0 777034034 No 120 2.25 6 6 5 777034036 No 0 0 0 0 0 777034062 No 120 2.25 6 6 5 777034064 No 120 0 0 0 0 777034067 No 120 0 0 0 0 777034042 No 120 2.25 6 6 5 777034044 No 120 2.25 12 12 5 777034084 No 120 2.25 12 12 5 777034085 No 0 2.25 12 12 5 777034089 No 120 3.125 6 6 5 777034080 No 120 2.25 6 6 5 777034160 No 120 2.6875 6 6 5 777034120 No 120 2.9375 6 6 3 777034380 No 0 2.25 12 12 5 777034400 No 0 0 0 0 0 777034401 No 120 2.25 6 6 5 777034249 No 0 0 0 0 0 777034251 No 120 2.25 6 6 5 777026807 No 0 0 0 0 0 777034202 No 120 2.25 6 6 5 777034449 No 0 2.25 6 6 5 777034450 No 0 2.25 6 6 5 777034456 No 120 2.25 6 6 5 777034458 No 120 0 0 0 0 777035274 No 0 0 0 0 0 777034433 No 120 0 0 0 0 777034439 No 0 0 0 0 0 777034448 No 120 3.1875 6 6 5 777034407 No 120 3.1875 6 6 5 777034413 No 0 2.25 12 12 2 777034414 No 120 2.25 6 6 5 777029068 No 0 0 0 0 0 777032173 No 0 0 0 0 0 777034520 No 120 2.25 12 12 5 777034989 No 120 2.25 6 6 5 777032387 No 0 0 0 0 0 777033857 No 120 3 6 6 5 777032601 No 120 0 0 0 0 777035081 No 0 0 0 0 0 777027288 No 120 0 0 0 0 777034576 No 120 2.75 6 6 5 777034611 No 120 0 0 0 0 777034612 No 120 2.25 6 6 3 777034614 No 120 0 0 0 0 777034598 No 120 0 0 0 0 777034606 No 0 2.25 6 6 5 777034608 No 120 2.25 12 12 5 777034634 No 0 0 0 0 0 777034636 No 0 0 0 0 0 777034637 No 120 2.8125 6 6 5 777034642 No 0 2.25 6 6 5 777034647 No 120 3.1875 6 6 5 777034619 No 120 0 0 0 0 777034628 No 0 2.25 12 12 5 777034629 No 120 2.25 6 6 5 777034633 No 0 0 0 0 0 777034665 No 0 0 0 0 0 777034667 No 0 0 0 0 0 777034648 No 120 2.25 6 6 5 777034649 No 120 2.25 6 6 5 777034651 No 120 0 0 0 0 777034282 No 0 2.25 12 12 2 777034270 No 120 0 0 0 0 777034309 No 0 2.25 6 6 5 777034311 No 0 2.25 6 6 5 777034293 No 0 2.25 6 6 3 777034295 No 120 2.25 12 12 5 777034366 No 0 0 0 0 0 777034342 No 0 0 0 0 0 777034373 No 0 3.5 6 6 5 777034374 No 120 2.6875 6 6 5 777034597 No 0 2.25 6 6 5 777034531 No 0 2.25 12 12 2 777034682 No 120 2.25 12 12 5 777034685 No 120 2.25 12 12 5 777034686 No 120 2.25 6 6 5 777034562 No 0 2.25 12 12 5 777034563 No 120 2.25 12 12 5 777034566 No 0 0 0 0 0 777034888 No 120 2.25 6 6 3 777034890 No 120 2.25 6 6 3 777034892 No 0 0 0 0 0 777034895 No 120 0 0 0 0 777034896 No 120 2.875 6 6 5 777034691 No 120 2.25 12 12 5 777034701 No 120 2.8125 6 6 5 777035008 No 0 0 0 0 0 777035009 No 120 2.25 6 6 5 777035032 No 120 0 0 0 0 777035600 No 120 0 0 0 0 777035605 No 120 3.0625 6 6 5 777034462 No 0 0 0 0 0 777034758 No 0 2.9375 6 6 5 777034759 No 120 3.0625 6 6 5 777034760 No 120 3.125 6 6 5 777034761 No 120 2.25 6 6 5 777034762 No 120 3.125 6 6 5 777034763 No 0 0 0 0 0 777034710 No 0 0 0 0 0 777034713 No 0 0 0 0 0 777034898 No 120 3.0625 6 6 5 777034903 No 120 3.0625 6 6 5 777034904 No 120 0 0 0 0 777034877 No 120 0 0 0 0 777034880 No 0 2.25 6 6 5 777035047 No 0 0 0 0 0 777034956 No 0 0 0 0 0 777034958 No 120 2.75 6 6 5 777034959 No 120 0 0 0 0 777035165 No 120 2.6875 6 6 5 777035166 No 0 2.9375 6 6 5 777035079 No 120 2.25 6 6 5 777035091 No 0 3.5625 6 6 5 777032315 No 120 0 0 0 0 777034845 No 0 0 0 0 0 777034850 No 0 2.25 12 12 2 777029389 No 0 0 0 0 0 334740625 84 2.25 12 12 5 777035800 No 120 2.9375 6 6 5 777035801 No 0 0 0 0 0 777035802 No 120 0 0 0 0 777035811 No 120 2.25 6 6 5 777035817 No 120 2.875 6 6 5 777035845 No 0 0 0 0 0 777035848 No 0 2.875 6 6 5 777035850 No 120 3 6 6 5 777035859 No 0 0 0 0 0 777035843 No 120 2.25 6 6 5 777035938 No 120 2.25 6 6 5 777035948 No 120 0 0 0 0 777036004 No 120 2.25 6 6 5 777035866 No 120 2.25 12 12 5 777035906 No 120 2.25 6 6 5 777036032 No 120 0 0 0 0 777036033 No 120 0 0 0 0 777036040 No 0 0 0 0 0 777036022 No 120 2.25 6 6 5 777036079 No 120 2.25 6 6 3 777036082 No 120 3.0625 6 6 5 777036084 No 0 3.25 6 6 5 777036049 No 120 2.25 6 6 3 777036051 No 120 0 0 0 0 777036052 No 0 0 0 0 0 777036103 No 0 0 0 0 0 777036085 No 0 0 0 0 0 777036088 No 0 3.1875 6 6 5 777036089 No 120 0 0 0 0 777036090 No 120 0 0 0 0 777036092 No 120 2.25 12 12 5 777036165 No 120 3.1875 6 6 5 777034913 No 120 2.25 6 6 5 777034918 No 0 2.875 6 6 5 777034929 No 0 2.25 12 12 5 777034930 No 0 3.5 6 6 5 777034932 No 120 0 0 0 0 777034935 No 0 3.1875 6 6 5 777034925 No 120 2.25 6 6 5 777034927 No 120 0 0 0 0 777034928 No 0 0 0 0 0 777036154 No 120 2.9375 6 6 5 777035237 No 0 0 0 0 0 777035238 No 0 0 0 0 0 777035247 No 120 2.25 12 12 5 777035248 No 120 2.25 6 6 5 777035249 No 0 2.875 6 6 5 777036155 No 120 2.9375 6 6 5 777036158 No 0 2.25 6 6 3 777036398 No 120 0 0 0 0 777036399 No 0 0 0 0 0 777036393 No 120 3.1875 6 6 5 777036395 No 120 0 0 0 0 777035713 No 120 2.25 12 12 5 777035720 No 0 0 0 0 0 777035722 No 120 2.9375 6 6 5 777035753 No 0 0 0 0 0 777036333 No 120 2.25 6 6 5 777036345 No 120 2.25 12 12 5 777033322 No 0 0 0 0 0 777035056 No 0 2.25 6 6 5 777035057 No 0 0 0 0 0 777036307 No 0 0 0 0 0 777036322 No 120 2.25 6 6 5 777036332 No 120 0 0 0 0 777031389 No 0 0 0 0 0 777033217 No 120 3.313 6 6 1 777035479 No 120 2.25 6 6 5 777035480 No 120 2.25 6 6 3 777035481 No 120 0 0 0 0 777035498 No 0 2.25 6 6 5 777035364 No 0 0 0 0 0 777035478 No 0 0 0 0 0 777035707 No 120 2.75 6 6 5 777035708 No 0 2.25 6 6 3 777035712 No 120 2.25 12 12 5 777035614 No 0 2.25 12 12 5 777035615 No 0 2.25 6 6 5 777035638 No 0 0 0 0 0 777035640 No 0 0 0 0 0 777035632 No 120 2.25 6 6 5 777035633 No 120 2.25 6 6 5 777035662 No 120 0 0 0 0 777035666 No 0 0 0 0 0 777035667 No 120 3.25 6 6 5 777035651 No 120 2.875 6 6 5 777035652 No 120 2.25 6 6 3 777035656 No 120 2.25 6 6 5 777035685 No 120 3.1875 6 6 5 777035693 No 120 2.75 6 6 5 777035694 No 120 0 0 0 0 777035669 No 0 0 0 0 0 777035670 No 120 2.9375 6 6 5 777035679 No 0 2.25 6 6 5 777035683 No 0 0 0 0 0 777035697 No 120 2.25 12 12 2 777035699 No 0 0 0 0 0 777035702 No 0 2.25 6 6 5 777033272 No 120 2.25 6 6 5 777035102 No 120 2.25 6 6 5 777035103 No 0 2.9375 6 6 5 777035105 No 0 0 0 0 0 777035106 No 120 0 0 0 0 777035071 No 120 3.25 6 6 5 777035073 No 0 0 0 0 0 777035076 No 120 2.25 6 6 5 777035077 No 0 0 0 0 0 777035126 No 0 0 0 0 0 777035128 No 120 2.25 12 12 5 777035133 No 120 3.375 6 6 5 777035138 No 120 2.25 6 6 5 777035119 No 0 0 0 0 0 777035121 No 0 0 0 0 0 777035122 No 0 0 0 0 0 777035175 No 0 2.25 6 6 5 777035176 No 120 0 0 0 0 777035186 No 0 2.25 6 6 5 777035213 No 120 3.0625 6 6 5 777035188 No 120 0 0 0 0 777035203 No 120 2.25 6 6 5 777035754 No 120 0 0 0 0 777035763 No 120 0 0 0 0 777035765 No 0 0 0 0 0 777035235 No 0 2.25 6 6 5 777035779 No 0 3.25 6 6 5 777035799 No 120 2.875 6 6 5 777036622 No 0 2.875 6 6 5 777035936 No 120 0 0 0 0 777035781 No 120 0 0 0 0 777036608 No 120 2.25 6 6 5 777035142 No 0 0 0 0 0 777035149 No 0 0 0 0 0 777035514 No 120 3.125 6 6 5 777035515 No 120 2.75 6 6 5 777035499 No 120 2.875 6 6 5 777035502 No 120 2.25 6 6 3 777035536 No 0 0 0 0 0 777035537 No 0 0 0 0 0 777035550 No 0 0 0 0 0 777035551 No 0 0 0 0 0 777035530 No 0 0 0 0 0 777035531 No 0 0 0 0 0 777035532 No 0 0 0 0 0 777035583 No 120 3.8125 6 6 5 777035585 No 0 0 0 0 0 777035588 No 120 2.25 6 6 5 777035553 No 0 2.25 6 6 5 777035555 No 0 0 0 0 0 777035556 No 0 0 0 0 0 777036192 No 120 3.0625 6 6 5 777036194 No 120 2.625 6 6 5 777036196 No 120 2.8125 6 6 5 777036173 No 0 0 0 0 0 777036267 No 0 0 0 0 0 777036270 No 120 2.25 12 12 5 777036257 No 120 0 0 0 0 777036258 No 0 0 0 0 0 777036282 No 0 0 0 0 0 777036292 No 120 0 0 0 0 777036293 No 120 2.25 6 6 5 777034886 No 0 0 0 0 0 777020065 No 0 0 0 0 0 777024165 No 0 0 0 0 0 777036114 No 120 3.125 6 6 5 777036757 No 120 0 0 0 0 777036410 No 0 0 0 0 0 777036370 No 0 0 0 0 0 777027702 No 120 0 0 0 0 777036426 No 0 0 0 0 0 777036428 No 0 2.875 6 6 5 777036458 No 120 2.8125 6 6 5 777036411 No 120 2.25 6 6 5 777036614 No 120 2.25 6 6 5 777032265 No 0 0 0 0 0 777036494 No 0 0 0 0 0 777033042 No 120 2.25 12 12 5 777034596 No 0 0 0 0 0 777036749 No 120 2.25 6 6 5 777035818 No 120 0 0 0 0 777035649 No 120 0 0 0 0 777036775 No 0 0 0 0 0 777036779 No 120 0 0 0 0 777022416 No 120 0 0 0 0 777027153 No 0 0 0 0 0 777028061 No 0 0 0 0 0 777029296 No 0 0 0 0 0 777036769 No 120 3.25 6 6 5 777036773 No 0 0 0 0 0 777036670 No 120 2.9375 6 6 5 777036594 No 120 2.25 6 6 5 777036599 No 120 2.25 6 6 5 777036600 No 120 2.25 6 6 5 777036601 No 120 2.25 6 6 5 777029311 No 0 0 0 0 0 777018578 No 120 0 0 0 0 777036901 No 120 2.25 6 6 5 777036924 No 0 0 0 0 0 777036937 No 120 2.25 6 6 5 777036956 No 120 2.25 6 6 5 777036980 No 120 2.25 12 12 5 777037020 No 0 0 0 0 0 777037331 No 0 0 0 0 0 777037333 No 0 0 0 0 0 777037320 No 120 2.25 6 6 5 777029222 No 0 0 0 0 0 777033500 No 0 2.25 6 6 5 777029219 No 0 0 0 0 0 777029313 No 0 0 0 0 0 777029214 No 0 0 0 0 0 777029207 No 0 0 0 0 0 777030757 No 0 0 0 0 0 777030351 No 0 0 0 0 0 777037203 No 120 3 6 6 5 777033657 No 120 2.25 6 6 5 334756446 120 2.75 6 6 6 777033222 No 0 0 0 0 0 777028695 No 0 0 0 0 0 777025688 No 0 0 0 0 0 777029276 No 0 0 0 0 0 777029316 No 0 0 0 0 0 777030460 No 0 0 0 0 0 777016693 No 120 0 0 0 0 777035088 No 120 0 0 0 0 777032401 No 120 0 0 0 0 777035361 No 120 2.25 6 6 5 777035385 No 0 3.75 6 6 5 777035571 No 60 3.05 6 6 5 777017869 No 0 0 0 0 0 777029699 No 120 0 0 0 0 777029319 No 0 0 0 0 0 777033903 No 36 2.25 6 6 3 777034052 No 36 3.375 12 12 2 777033655 No 0 0 0 0 0 777034975 No 120 0 0 0 0 777035584 No 0 0 0 0 0 777036478 No 120 2.25 6 6 5 777033581 No 120 2.25 6 6 5 777033874 No 0 0 0 0 0 777033881 No 0 0 0 0 0 777036958 No 0 2.25 12 12 5 777036188 No 0 0 0 0 0 777035045 No 120 0 0 0 0 777036363 No 120 0 0 0 0 777036955 No 60 2.25 12 12 5 777036951 No 60 2.25 12 12 5 777033095 No 120 0 0 0 0 777033094 No 84 2.25 12 12 5 777033858 No 120 2.875 6 6 5 777036042 No 0 0 0 0 0 777036946 No 120 2.25 12 12 2 777035500 No 0 2.25 12 12 5 777033979 No 120 0 0 0 0 777030996 No 120 2.25 6 6 3 777036117 No 120 3.25 6 6 5 777035905 No 120 2.5 6 6 5 777035688 No 120 3.125 6 6 5 777035540 No 120 2.5 6 6 5 777036263 No 120 2.25 6 6 5 777035220 No 0 0 0 0 0 777033782 No 120 2.25 6 6 5 777037032 No 120 3 6 6 5 777037037 No 0 0 0 0 0 777034625 No 0 0 0 0 0 777035382 No 0 0 0 0 0 777035409 No 0 0 0 0 0 777035441 0 0 0 0 0 777035626 120 0 0 0 0 777035991 0 4.55 6 6 5 777036002 0 0 0 0 0 777036216 No 0 0 0 0 0 777036229 0 0 0 0 0 777036516 0 0 0 0 0 777036534 0 0 0 0 0 777036635 0 0 0 0 0 777036636 0 0 0 0 0 777036637 0 0 0 0 0 777036722 120 0 0 0 0 777036724 120 0 0 0 0 777036725 120 0 0 0 0 777036813 120 0 0 0 0 777036823 0 0 0 0 0 777036889 No 120 0 0 0 0 777036939 0 0 0 0 0 777036940 No 0 0 0 0 0 777037067 0 0 0 0 0 777037118 No 120 0 0 0 0 777037196 120 0 0 0 0 777037301 120 0 0 0 0 777037407 0 0 0 0 0 777037413 0 0 0 0 0 777037441 120 0 0 0 0 777037452 0 0 0 0 0 777037487 0 0 0 0 0 777037535 120 0 0 0 0 777037536 No 0 0 0 0 0 777037543 120 0 0 0 0 777037754 120 0 0 0 0 777037757 120 0 0 0 0 777037768 120 0 0 0 0 777037785 No 0 0 0 0 0 777037871 No 0 0 0 0 0 777037974 No 0 0 0 0 0 777037995 0 0 0 0 0 777038027 0 0 0 0 0 777038028 0 0 0 0 0 777038100 120 0 0 0 0 777038131 0 0 0 0 0 777038151 No 0 0 0 0 0 777038224 0 0 0 0 0 777038266 120 0 0 0 0 777038294 0 0 0 0 0 777035381 0 0 0 0 0 777035471 0 2.95 6 6 5 777035733 60 2.75 6 6 5 777035793 60 2.75 6 6 5 777035794 60 2.75 6 6 5 777035832 60 2.95 6 6 5 777035833 60 2.75 6 6 5 777035834 60 2.75 6 6 5 777036065 60 2.875 6 6 5 777036374 No 0 0 0 0 0 777036517 No 0 0 0 0 0 777037220 No 0 0 0 0 0 777037230 60 2.75 6 6 5 777037231 60 2.75 6 6 5 777037412 0 0 0 0 0 777037502 0 0 0 0 0 777037575 0 0 0 0 0 777037644 60 2.75 6 6 5 777037649 60 3.3 6 6 5 777037680 No 0 0 0 0 0 777038188 No 120 3.25 6 6 5 777038421 No 120 3.625 6 6 5 777038271 No 120 0 0 0 0 777038591 No 120 2.625 6 6 5 777033616 No 120 2.25 12 12 5 777037525 No 0 0 0 0 0 777037394 No 120 2.25 12 12 5 777037889 No 120 0 0 0 0 777033844 No 0 2.25 6 6 5 777037911 No 120 0 0 0 0 777038667 No 120 0 0 0 0 777037839 No 0 0 0 0 0 777037040 No 120 0 0 0 0 777038050 No 0 0 0 0 0 777033021 No 120 2.25 12 12 5 777034290 No 120 2.25 12 12 5 777030287 No 0 0 0 0 0 334740611 120 2.75 6 6 6 334756496 120 2.25 6 6 5 334918987 120 4.75 6 6 6 777038839 No 0 0 0 0 0 777030587 No 0 3.5 6 6 5 777038196 No 120 2.25 6 6 5 777038584 No 120 2.25 12 12 5 334756447 120 2.75 6 6 6 334756448 120 2.75 6 6 6 777037039 No 120 2.25 6 6 5 334918959 120 3.25 6 6 6 777030202 No 0 0 0 0 0 777030659 No 0 2.25 6 6 5 334756609 120 2.75 6 6 6 334919024 120 2.25 6 6 5 777038712 No 120 2.75 6 6 5 334756511 120 2.75 6 6 6 334918893 0 2.75 6 6 6 334756476 120 3.25 6 6 6 334756573 120 2.75 6 6 6 777037337 No 60 2.875 6 6 5 777037021 No 120 2.25 6 6 5 777037915 No 60 3.45 6 6 5 777038333 No 120 0 0 0 0 777039595 No 120 2.25 6 6 3 777038397 No 120 2.25 6 6 5 334756596 120 2.75 6 6 6 777038440 No 0 0 0 0 0 777038665 No 0 0 0 0 0 777037666 No 120 2.25 6 6 5 777037573 No 120 0 0 0 0 777038428 No 120 2.25 6 6 5 777038085 No 120 0 0 0 0 777038432 No 0 0 0 0 0 777038434 No 0 0 0 0 0 777038620 No 0 2.25 12 12 5 777038586 No 0 2.25 12 12 5 777038120 No 0 2.25 6 6 3 777037975 No 120 2.25 6 6 5 777038003 No 0 2.25 6 6 3 777037935 No 120 0 0 0 0 777038922 No 60 2.75 6 6 5 777038097 No 0 0 0 0 0 777038133 No 120 2.25 6 6 5 777038186 No 0 2.25 6 6 5 777038197 No 120 2.25 6 6 5 777038225 No 120 2.25 6 6 3 777036320 No 60 2.75 6 6 5 777038920 No 60 2.75 6 6 5 777038249 No 120 2.25 6 6 5 777038328 No 120 2.25 6 6 5 777038336 No 120 2.25 6 6 5 777038340 No 0 0 0 0 0 777038487 No 120 2.562 6 6 5 777038534 No 120 2.624 6 6 5 777038559 No 120 2.25 6 6 5 777038590 No 120 2.687 6 6 5 777038616 No 0 2.25 6 6 3 777038602 No 120 2.624 6 6 5 777038607 No 120 2.25 6 6 3 777038774 No 120 2.875 6 6 5 777038890 No 0 0 0 0 0 777038892 No 120 2.687 6 6 5 777038898 No 0 0 0 0 0 777038902 No 0 2.25 6 6 5 777038903 No 0 2.25 6 6 5 777038954 No 0 0 0 0 0 777038722 No 120 2.25 6 6 5 777038661 No 0 2.687 6 6 5 777038780 No 0 0 0 0 0 777038820 No 120 2.25 6 6 5 777038862 No 120 0 0 0 0 777039050 No 120 2.25 6 6 5 777039302 No 0 0 0 0 0 777039304 No 0 2.875 6 6 5 777039263 No 120 2.25 6 6 3 777039294 No 120 2.687 6 6 3 777039110 No 0 0 0 0 0 777039209 No 0 2.25 6 6 5 777039212 No 0 0 0 0 0 777039116 No 0 2.625 6 6 5 777039226 No 120 0 0 0 0 777039229 No 0 2.25 6 6 5 777039367 No 0 2.25 6 6 5 777038629 No 120 3.125 6 6 5 777038716 No 120 3.25 6 6 5 777039378 No 120 3.124 6 6 5 777039415 No 120 2.937 6 6 5 777039467 No 0 0 0 0 0 777039584 No 120 3.624 6 6 5 777039672 No 120 2.25 6 6 5 UBS Loan ID Periodic Lifetime Cap Periodic Minimum Rate Maximum Rate Rate Cap Payment Cap --------------------------------------------------------------------------------------------------------------------------- 333775783 0 0 0 0 0 334375438 1 5 0 2.25 12.875 334375457 1 5 0 2.25 12.25 777005093 1 5 0 3 11.75 777024479 0 0 0 0 0 777025240 1 5 0 2.25 12.125 777025498 1 5 0 2.25 13.75 777025632 0 0 0 0 0 777025917 0 0 0 0 0 777026422 0 0 0 0 0 777026812 0 0 0 0 0 777026957 1 5 0 6.125 11.125 777027305 0 0 0 0 0 777028211 0 0 0 0 0 777028426 0 0 0 0 0 777029314 0 0 0 0 0 777029353 0 0 0 0 0 777029782 1 5 0 6.875 11.875 777030205 1 5 0 2.25 12.75 777030506 0 0 0 0 0 777031807 1 5 0 2.25 13.375 777032065 1 5 0 8.75 13.75 777032188 1 5 0 2.25 13.5 777032237 1 5 0 2.875 11.875 777032271 1 5 0 2.25 13.25 777032293 2 6 0 6 13.625 777032447 0 0 0 0 0 777032476 1 5 0 2.75 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Refi 777033090 4/1/2012 56 No 0 Rate & Term Refi 777033102 00/00/0000 0 No 0 Purchase 777033156 00/00/0000 0 No 0 Purchase 777033207 00/00/0000 0 No 0 Purchase 777033234 4/1/2012 56 No 0 Purchase 777033261 00/00/0000 0 No 0 Cash Out Refi 777033395 00/00/0000 0 No 0 Rate & Term Refi 777033445 5/1/2012 57 No 0 Cash Out Refi 777033452 6/1/2012 58 No 0 Purchase 777033482 5/1/2012 57 No 0 Cash Out Refi 777033487 5/1/2012 57 No 0 Purchase 777033507 5/1/2012 57 No 0 Rate & Term Refi 777033643 00/00/0000 0 No 0 Cash Out Refi 777033659 5/1/2012 57 No 0 Rate & Term Refi 777033690 00/00/0000 0 No 0 Purchase 777033704 5/1/2012 57 No 0 Rate & Term Refi 777033744 5/1/2012 57 No 0 Cash Out Refi 777033802 5/1/2012 57 No 0 Cash Out Refi 777033826 00/00/0000 0 No 0 Rate & Term Refi 777033832 00/00/0000 0 No 0 Purchase 777033868 00/00/0000 0 No 0 Purchase 777033869 00/00/0000 0 No 0 Purchase 777033985 5/1/2012 57 No 0 Purchase 777033987 00/00/0000 0 No 0 Purchase 777034035 00/00/0000 0 No 0 Purchase 777034055 5/1/2014 81 No 0 Cash Out Refi 777034091 5/1/2012 57 No 0 Cash Out Refi 777034206 00/00/0000 0 No 0 Purchase 777034222 5/1/2012 57 No 0 Purchase 777034230 5/1/2012 57 No 0 Purchase 777034255 5/1/2012 57 No 0 Purchase 777034267 5/1/2012 57 No 0 Cash Out Refi 777034362 00/00/0000 0 No 0 Cash Out Refi 777034408 00/00/0000 0 No 0 Purchase 777034437 00/00/0000 0 No 0 Purchase 777034474 00/00/0000 0 No 0 Purchase 777034477 00/00/0000 0 No 0 Cash Out Refi 777034538 6/1/2014 82 No 0 Purchase 777034618 5/1/2012 57 No 0 Rate & Term Refi 777034631 5/1/2012 57 No 0 Rate & Term Refi 777034639 00/00/0000 0 No 0 Rate & Term Refi 777034643 5/1/2012 57 No 0 Purchase 777034674 6/1/2012 58 No 0 Purchase 777034700 6/1/2012 58 No 0 Rate & Term Refi 777034714 5/1/2012 57 No 0 Purchase 777034715 5/1/2012 57 No 0 Purchase 777034746 00/00/0000 0 No 0 Purchase 777034776 00/00/0000 0 No 0 Purchase 777034784 00/00/0000 0 No 0 Cash Out Refi 777034793 5/1/2012 57 No 0 Rate & Term Refi 777034797 5/1/2012 57 No 0 Rate & Term Refi 777034809 00/00/0000 0 No 0 Purchase 777034954 00/00/0000 0 No 0 Purchase 777035161 6/1/2012 58 No 0 Cash Out Refi 777035503 6/1/2012 58 No 0 Cash Out Refi 777035523 00/00/0000 0 No 0 Purchase 777035601 00/00/0000 0 No 0 Purchase 777036818 7/1/2012 59 No 0 Purchase 777038404 8/1/2012 60 No 0 Purchase 777038427 00/00/0000 0 No 0 Cash Out Refi 777038431 8/1/2012 60 No 0 Cash Out Refi 777038477 8/1/2010 36 No 0 Purchase 777038583 00/00/0000 0 No 0 Cash Out Refi 777035870 00/00/0000 0 No 0 Purchase 777036544 7/1/2012 59 No 0 Purchase 777036561 7/1/2012 59 No 0 Rate & Term Refi 777036566 7/1/2012 59 No 0 Purchase 777035872 6/1/2012 58 No 0 Purchase 777037128 7/1/2012 59 No 0 Cash Out Refi 777035919 6/1/2012 58 No 0 Purchase 777036549 7/1/2012 59 No 0 Purchase 777036762 6/1/2012 58 No 0 Cash Out Refi 777036639 7/1/2012 59 No 0 Purchase 777036540 7/1/2012 59 No 0 Purchase 777036441 6/1/2012 58 No 0 Purchase 777035968 6/1/2010 34 No 0 Purchase 777035373 6/1/2012 58 No 0 Purchase 777035994 7/1/2010 35 No 0 Cash Out Refi 777036567 7/1/2014 83 No 0 Purchase 777036864 7/1/2012 59 No 0 Purchase 777036541 7/1/2012 59 No 0 Purchase 777035867 6/1/2012 58 No 0 Cash Out Refi 777036835 7/1/2012 59 No 0 Rate & Term Refi 777037135 7/1/2012 59 No 0 Cash Out Refi 777036805 7/1/2012 59 No 0 Purchase 777036812 7/1/2010 35 No 0 Cash Out Refi 777036687 8/1/2012 60 No 0 Purchase 777036871 7/1/2012 59 No 0 Purchase 777036881 8/1/2010 36 No 0 Rate & Term Refi 777036899 8/1/2012 60 No 0 Rate & Term Refi 777037242 8/1/2012 60 No 0 Cash Out Refi 777037254 8/1/2014 84 No 0 Rate & Term Refi 777037255 8/1/2012 60 No 0 Purchase 777035254 6/1/2012 58 No 0 Cash Out Refi 777037489 8/1/2014 84 No 0 Rate & Term Refi 777037411 8/1/2012 60 No 0 Purchase 777036838 7/1/2012 59 No 0 Cash Out Refi 777037690 8/1/2010 36 No 0 Purchase 777038069 8/1/2012 60 No 0 Purchase 777037775 8/1/2014 84 No 0 Cash Out Refi 777037806 8/1/2012 60 No 0 Cash Out Refi 777037938 8/1/2012 60 No 0 Purchase 777038110 8/1/2014 84 No 0 Cash Out Refi 777038265 8/1/2012 60 No 0 Rate & Term Refi 777037049 00/00/0000 0 No 0 Rate & Term Refi 777037456 00/00/0000 0 No 0 Purchase 777036740 00/00/0000 0 No 0 Purchase 777037191 7/1/2012 59 No 0 Purchase 777036850 7/1/2012 59 No 0 Purchase 777037345 7/1/2012 59 No 0 Rate & Term Refi 777035678 00/00/0000 0 No 0 Purchase 777036532 7/1/2012 59 No 0 Cash Out Refi 777036765 00/00/0000 0 No 0 Cash Out Refi 777035244 00/00/0000 0 No 0 Cash Out Refi 777035805 00/00/0000 0 No 0 Purchase 777037393 00/00/0000 0 No 0 Cash Out Refi 777036057 00/00/0000 0 No 0 Purchase 777035751 6/1/2012 58 No 0 Rate & Term Refi 777035541 7/1/2012 59 No 0 Cash Out Refi 777036632 00/00/0000 0 No 0 Purchase 777037080 00/00/0000 0 No 0 Cash Out Refi 777036207 7/1/2014 83 No 0 Purchase 777037034 7/1/2012 59 No 0 Purchase 777037462 7/1/2012 59 No 0 Cash Out Refi 777034235 00/00/0000 0 No 0 Cash Out Refi 777036482 00/00/0000 0 No 0 Purchase 777036060 00/00/0000 0 No 0 Rate & Term Refi 777035835 6/1/2012 58 No 0 Cash Out Refi 777037085 00/00/0000 0 No 0 Purchase 777036634 00/00/0000 0 No 0 Cash Out Refi 777037047 00/00/0000 0 No 0 Rate & Term Refi 777037045 00/00/0000 0 No 0 Rate & Term Refi 777036839 7/1/2012 59 No 0 Cash Out Refi 777037271 00/00/0000 0 No 0 Cash Out Refi 777036479 00/00/0000 0 No 0 Cash Out Refi 777035355 6/1/2012 58 No 0 Purchase 777035745 7/1/2010 35 No 0 Purchase 777036054 00/00/0000 0 No 0 Purchase 777036445 6/1/2012 58 No 0 Purchase 777035521 00/00/0000 0 No 0 Rate & Term Refi 777037466 7/1/2012 59 No 0 Cash Out Refi 777036430 7/1/2012 59 No 0 Rate & Term Refi 777037517 00/00/0000 0 No 0 Cash Out Refi 777037512 7/1/2012 59 No 0 Cash Out Refi 777035299 00/00/0000 0 No 0 Cash Out Refi 777036444 6/1/2012 58 No 0 Cash Out Refi 777035256 6/1/2014 82 No 0 Purchase 777036187 00/00/0000 0 No 0 Cash Out Refi 777036019 6/1/2012 58 No 0 Purchase 777036571 00/00/0000 0 No 0 Rate & Term Refi 777036570 00/00/0000 0 No 0 Cash Out Refi 777036072 00/00/0000 0 No 0 Rate & Term Refi 777036677 00/00/0000 0 No 0 Rate & Term Refi 777036663 00/00/0000 0 No 0 Purchase 777035873 00/00/0000 0 No 0 Purchase 777037228 7/1/2012 59 No 0 Purchase 777036073 6/1/2010 34 No 0 Rate & Term Refi 777035831 6/1/2012 58 No 0 Purchase 777036221 7/1/2012 59 No 0 Cash Out Refi 777037373 5/1/2012 57 No 0 Purchase 777036050 00/00/0000 0 No 0 Purchase 777035788 00/00/0000 0 No 0 Cash Out Refi 777037193 00/00/0000 0 No 0 Cash Out Refi 777037579 8/1/2012 60 No 0 Purchase 777035929 00/00/0000 0 No 0 Cash Out Refi 777036437 6/1/2012 58 No 0 Cash Out Refi 777035912 6/1/2012 58 No 0 Cash Out Refi 777035719 00/00/0000 0 No 0