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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/15/06 Bear Stearns ABSs I Tr 2006-AC2 8-K:9 2/28/06 3:3.7M Thacher Proffitt… LLP/FA |
Document/Exhibit Description Pages Size 1: 8-K Bear Stearns Asset Backed Securities I LLC HTML 22K 2: EX-1.1 Terms Agreement HTML 28K 3: EX-4.1 Pooling and Servicing Agreement HTML 4.57M
BEAR STEARNS ASSET BACKED SECURITIES I LLC,
Depositor
EMC MORTGAGE CORPORATION,
Sponsor and Company
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Master Servicer and Securities Administrator
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
--------------------
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2006
----------------------------------------
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2006-AC2
ASSET-BACKED CERTIFICATES, SERIES 2006-AC2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.........................................................................
Section 1.02 Allocation of Certain Interest Shortfalls.............................................
ARTICLE II
CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Trust Fund..............................................................
Section 2.02 Acceptance of the Mortgage Loans......................................................
Section 2.03 Representations, Warranties and Covenants of the Company, the
Master Servicer and the Sponsor.......................................................
Section 2.04 Representations and Warranties of the Depositor.......................................
Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.......
Section 2.06 Countersignature and Delivery of Certificates.........................................
ARTICLE III
ADMINISTRATION AND SERVICING OF EMC MORTGAGE LOANS BY COMPANY
Section 3.01 The Company...........................................................................
Section 3.02 Due-on-Sale Clauses; Assumption Agreements............................................
Section 3.03 Subservicers..........................................................................
Section 3.04 Documents, Records and Funds in Possession of Company To Be Held for Trustee..........
Section 3.05 Maintenance of Hazard Insurance.......................................................
Section 3.06 Presentment of Claims and Collection of Proceeds......................................
Section 3.07 Maintenance of the Primary Mortgage Insurance Policies................................
Section 3.08 Fidelity Bond, Errors and Omissions Insurance.........................................
Section 3.09 Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans...................
Section 3.10 Servicing Compensation................................................................
Section 3.11 REO Property..........................................................................
Section 3.12 Liquidation Reports...................................................................
Section 3.13 Books and Records.....................................................................
ARTICLE IV
ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
Section 4.01 Master Servicer.......................................................................
Section 4.02 REMIC-Related Covenants...............................................................
Section 4.03 Monitoring of Company and Servicer....................................................
Section 4.04 Fidelity Bond.........................................................................
Section 4.05 Power to Act; Procedures..............................................................
Section 4.06 Due-on-Sale Clauses; Assumption Agreements............................................
Section 4.07 Release of Mortgage Files.............................................................
Section 4.08 Documents, Records and Funds in Possession of Master Servicer,
Company and Servicer ToBe Held for Trustee............................................
Section 4.09 Standard Hazard Insurance and Flood Insurance Policies................................
Section 4.10 Presentment of Claims and Collection of Proceeds......................................
Section 4.11 Maintenance of the Primary Mortgage Insurance Policies................................
Section 4.12 Trustee to Retain Possession of Certain Insurance Policies and Documents..............
Section 4.13 Realization Upon Defaulted Mortgage Loans.............................................
Section 4.14 Compensation for the Master Servicer..................................................
Section 4.15 REO Property..........................................................................
Section 4.16 Annual Statement as to Compliance.....................................................
Section 4.17 Assessments of Compliance and Attestation Reports.....................................
Section 4.18 Reports Filed with Securities and Exchange Commission.................................
Section 4.19 Intention of the Parties and Interpretation...........................................
Section 4.20 UCC...................................................................................
Section 4.21 Optional Purchase of Certain Mortgage Loans...........................................
ARTICLE V
ACCOUNTS
Section 5.01 Collection of Mortgage Loan Payments; Protected Account...............................
Section 5.02 Permitted Withdrawals From the Protected Account......................................
Section 5.03 Reports to Master Servicer............................................................
Section 5.04 Collection of Taxes; Assessments and Similar Items; Escrow Accounts...................
Section 5.05 Servicer Protected Accounts...........................................................
Section 5.06 [Reserved]............................................................................
Section 5.07 [Reserved]............................................................................
Section 5.08 Distribution Account..................................................................
Section 5.09 Permitted Withdrawals and Transfers from the Distribution Account.....................
ARTICLE VI
DISTRIBUTIONS AND ADVANCES
Section 6.01 Advances..............................................................................
Section 6.02 Compensating Interest Payments........................................................
Section 6.03 REMIC Distributions...................................................................
Section 6.04 Distributions.........................................................................
Section 6.05 Allocation of Realized Losses.........................................................
Section 6.06 Monthly Statements to Certificateholders..............................................
Section 6.07 REMIC Designations and REMIC Distributions............................................
Section 6.08 Net WAC Reserve Fund..................................................................
Section 6.09 Class P Certificate Accounts..........................................................
Section 6.10 Policy Matters........................................................................
ARTICLE VII
THE CERTIFICATES
Section 7.01 The Certificates......................................................................
Section 7.02 Certificate Register; Registration of Transfer and Exchange of Certificates...........
Section 7.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................................
Section 7.04 Persons Deemed Owners.................................................................
Section 7.05 Access to List of Certificateholders' Names and Addresses.............................
Section 7.06 Book-Entry Certificates...............................................................
Section 7.07 Notices to Depository.................................................................
Section 7.08 Definitive Certificates...............................................................
Section 7.09 Maintenance of Office or Agency.......................................................
ARTICLE VIII
THE COMPANY AND THE MASTER SERVICER
Section 8.01 Liabilities of the Depositor, the Company and the Master Servicer.....................
Section 8.02 Merger or Consolidation of the Depositor, the Company or the Master Servicer..........
Section 8.03 Indemnification of the Trustee, the Master Servicer and the Securities Administrator..
Section 8.04 Limitations on Liability of the Depositor, the Company, the Master Servicer and Others
Section 8.05 Master Servicer and Company Not to Resign.............................................
Section 8.06 Successor Master Servicer.............................................................
Section 8.07 Sale and Assignment of Master Servicing...............................................
ARTICLE IX
DEFAULT; TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY
Section 9.01 Events of Default.....................................................................
Section 9.02 Trustee to Act; Appointment of Successor..............................................
Section 9.03 Notification to Certificateholders and Rating Agencies................................
Section 9.04 Waiver of Defaults....................................................................
Section 9.05 Company Default.......................................................................
Section 9.06 Waiver of Company Defaults............................................................
ARTICLE X
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 10.01 Duties of Trustee and Securities Administrator........................................
Section 10.02 Certain Matters Affecting the Trustee and the Securities Administrator................
Section 10.03 Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans....
Section 10.04 Trustee and Securities Administrator May Own Certificates.............................
Section 10.05 Trustee's and Securities Administrator's Fees and Expenses............................
Section 10.06 Eligibility Requirements for Trustee and Securities Administrator.....................
Section 10.07 Insurance.............................................................................
Section 10.08 Resignation and Removal of Trustee and Securities Administrator.......................
Section 10.09 Successor Trustee or Securities Administrator.........................................
Section 10.10 Merger or Consolidation of Trustee or Securities Administrator........................
Section 10.11 Appointment of Co-Trustee or Separate Trustee.........................................
Section 10.12 Tax Matters...........................................................................
ARTICLE XI
TERMINATION
Section 11.01 Termination upon Liquidation or Repurchase of all Mortgage Loans.....................
Section 11.02 Final Distribution on the Group I Certificates and Group II Certificates.............
Section 11.03 Additional Termination Requirements..................................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Amendment............................................................................
Section 12.02 Recordation of Agreement; Counterparts...............................................
Section 12.03 Governing Law........................................................................
Section 12.04 Intention of Parties.................................................................
Section 12.05 Notices..............................................................................
Section 12.06 Severability of Provisions...........................................................
Section 12.07 Assignment...........................................................................
Section 12.08 Limitation on Rights of Certificateholders...........................................
Section 12.09 Inspection and Audit Rights..........................................................
Section 12.10 Certificates Nonassessable and Fully Paid............................................
Exhibits
Exhibit A-1....... Form of Class [A] [X] [PO] Certificates
Exhibit A-2....... Form of Class M Certificates
Exhibit A-3....... Form of Class B Certificates
Exhibit A-4....... Form of Class I-C Certificates
Exhibit A-5....... Form of Class [I-P][II-P] Certificates
Exhibit A-6....... Form of Class I-R Certificates
Exhibit A-7....... Form of Class II-R Certificates
Exhibit B......... Mortgage Loan Schedule
Exhibit C......... Form of Transfer Affidavit
Exhibit D......... Form of Transferor Certificate
Exhibit E......... Form of Investment Letter (Non-Rule 144A)
Exhibit F......... Form of Rule 144A Investment Letter
Exhibit G......... Form of Request for Release
Exhibit H......... DTC Letter of Representations
Exhibit I......... Schedule of Mortgage Loans with Lost Notes
Exhibit J......... Form of Custodial Agreement
Exhibit K......... Form of Mortgage Loan Purchase Agreement
Exhibit L......... Form of Company Certification
Exhibit M......... Form of Policy
Exhibit N......... Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit O......... Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit P......... Additional Disclosure Notification
Exhibit Q-1 to Q-3 Servicing Agreements
Exhibit R-1 to R-6 Assignment, Assumption and Recognition Agreements
Exhibit S......... Aggregate Planned Principal Amount
POOLING AND SERVICING AGREEMENT, dated as of February 1, 2006, among
BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability
company, as depositor (the "Depositor"), EMC MORTGAGE CORPORATION, a Delaware
corporation, as seller (in such capacity, the "Sponsor") and as company (in such
capacity, the "Company"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, as master servicer (in such capacity, the "Master
Servicer") and as securities administrator (in such capacity, the "Securities
Administrator") and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates.
REMIC I
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of Loan Group I and certain other related
assets subject to this Agreement (other than the Net WAC Reserve Fund, the Class
I-A-1/I-A-2 Net WAC Reserve Account and any related Prepayment Charge Waiver
Amounts) 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 I-R-1
Certificates will represent the sole class of Residual Interests in REMIC I for
purposes of the REMIC Provisions (as defined herein) under federal income tax
law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 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.
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PRINCIPAL BALANCE PASS-THROUGH RATE MATURITY DATE (1)
--------------------------- ---------------------- ---------------------- -----------------
AA $ 288,524,052.08 (2) March 25, 2036
I-A-1 $ 2,312,610.00 (2) March 25, 2036
I-M-1 $ 175,180.00 (2) March 25, 2036
I-M-2 $ 153,090.00 (2) March 25, 2036
I-M-3 $ 58,880.00 (2) March 25, 2036
I-B-1 $ 58,880.00 (2) March 25, 2036
I-B-2 $ 61,830.00 (2) March 25, 2036
I-B-3 $ 52,990.00 (2) March 25, 2036
I-B-4 $ 58,880.00 (2) March 25, 2036
ZZ $ 2,955,905.96 (2) March 25, 2036
I-P $ 100.00 0.00 March 25, 2036
--------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date for
the Mortgage Loan in Loan Group I with the latest maturity date has been
designated as the "latest possible maturity date" for each of the REMIC I
Regular Interests.
(2) Calculated in accordance with the definition of "Uncertificated REMIC I
Pass-Through Rate" herein.
REMIC II
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class I-R-2 Certificates will represent the sole
class of Residual Interests in REMIC II for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Uncertificated
REMIC II Pass-Through Rate, the initial Uncertificated Principal Balance and,
for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC II Regular Interests (as
defined herein). None of the REMIC II Regular Interests will be certificated.
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC II LATEST POSSIBLE
DESIGNATION PRINCIPAL BALANCE PASS-THROUGH RATE MATURITY DATE (1)
--------------------------- ---------------------- ---------------------- ---------------
I-A-1 $ 231,261,000.00 (2) March 25, 2036
I-M-1 $ 17,518,000.00 (2) March 25, 2036
I-M-2 $ 15,309,000.00 (2) March 25, 2036
I-M-3 $ 5,888,000.00 (2) March 25, 2036
I-B-1 $ 5,888,000.00 (2) March 25, 2036
I-B-2 $ 6,183,000.00 (2) March 25, 2036
I-B-3 $ 5,299,000.00 (2) March 25, 2036
I-B-4 $ 5,888,000.00 (2) March 25, 2036
I-C (3)$ 1,178,298.04 (2) March 25, 2036
I-P $ 100.00 0.00% March 25, 2036
------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the maturity date for the
Mortgage Loan in Loan Group I with the latest maturity date has been
designated as the "latest possible maturity date" for each of the REMIC II
Regular Interests.
(2) Calculated in accordance with the definition of "Uncertificated REMIC II
Pass-Through Rate" herein.
(3) REMIC II Regular Interest I-C will not accrue interest on its
Uncertificated Principal Balance, but will accrue interest at the related
Uncertificated REMIC II Pass-Through Rate on its Uncertificated Notional
Amount which shall equal the aggregate of the Uncertificated Principal
Balances of the REMIC I Regular Interests other than REMIC I Regular
Interest I-P.
REMIC III
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of Loan Group II and certain other related
assets subject to this Agreement (other than any related Prepayment Charge
Waiver Amounts) as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as "REMIC III." The Class II-1R-1 Certificates
will represent the sole class of Residual Interests in REMIC III for purposes of
the REMIC Provisions. The following table irrevocably sets forth the
designation, the Uncertificated REMIC III 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 III Regular Interests (as defined herein). None of the REMIC
III Regular Interests will be certificated.
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC III LATEST POSSIBLE
DESIGNATION PRINCIPAL BALANCE PASS-THROUGH RATE MATURITY DATE (1)
--------------------------- ---------------------- ---------------------- ---------------
1-PO $ 1,422,230.63 0.000% March 25, 2036
1-Sub $ 10,838.79 6.000% March 25, 2036
1-ZZZ $ 153,341,954.68 6.000% March 25, 2036
2-PO $ 6,148.90 0.000% March 25, 2036
2-Sub $ 6,305.56 6.500% March 25, 2036
2-ZZZ $ 90,033,258.88 6.500% March 25, 2036
II-1R-2 $ 50.00 0.000% March 25, 2036
II-X (2) (3) March 25, 2036
II-P $ 100.00 0.000% March 25, 2036
----------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the maturity date for the
Mortgage Loan in Loan Group II with the latest maturity date has been
designated as the "latest possible maturity date" for each of the REMIC III
Regular Interests.
(2) REMIC III Regular Interest II-X will not have an Uncertificated Principal
Balance but will accrue interest on its uncertificated notional amount
calculated in accordance with the definition of "Uncertificated Notional
Amount" herein.
3) Calculated in accordance with the definition of "Uncertificated REMIC
III Pass-Through Rate" herein.
REMIC IV
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC III Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC IV." The Class II-1R-2 Certificates will represent the
sole class of Residual Interests in REMIC IV for purposes of the REMIC
Provisions. The following table irrevocably sets forth the designation, the
Uncertificated REMIC IV 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
IV Regular Interests (as defined herein). None of the REMIC IV Regular Interests
will be certificated.
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC IV LATEST POSSIBLE
DESIGNATION PRINCIPAL BALANCE PASS-THROUGH RATE MATURITY DATE (1)
--------------------------- ---------------------- ---------------------- ---------------
II-1A-1 $ 59,393,000.00 (2) March 25, 2036
II-1A-2 $ 4,800,000.00 (2) March 25, 2036
II-1A-3 $ 21,918,000.00 (2) March 25, 2036
II-1A-4 $ 54,903,000.00 (2) March 25, 2036
II-1A-5 $ 500,000.00 (2) March 25, 2036
II-1A-6 $ 1,000,000.00 (2) March 25, 2036
II-2A-1 $ 36,683,467.00 (2) March 25, 2036
II-2A-2 $ 11,164,533.00 (2) March 25, 2036
II-2A-3 $ 35,886,000.00 (2) March 25, 2036
II-B-1 $ 5,752,000.00 (2) March 25, 2036
II-B-2 $ 3,794,000.00 (2) March 25, 2036
II-B-3 $ 2,449,000.00 (2) March 25, 2036
II-B-4 $ 2,814,000.00 (2) March 25, 2036
II-B-5 $ 1,225,000.00 (2) March 25, 2036
II-B-6 $ 1,110,357.91 (2) March 25, 2036
II-X (3) (4) March 25, 2036
II-1PO $ 1,422,230.63 0.00% March 25, 2036
II-2PO $ 6,148.90 0.00% March 25, 2036
II-P $ 100.00 0.00% March 25, 2036
-------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the maturity date for the
Mortgage Loan in Loan Group II with the latest maturity date has been
designated as the "latest possible maturity date" for each of the REMIC IV
Regular Interests.
(2) Calculated in accordance with the definition of "Uncertificated REMIC IV
Pass-Through Rate" herein.
3) REMIC IV Regular Interest II-X will not have an Uncertificated Principal
Balance, but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC III Regular Interest II-X.
(4) REMIC IV Regular Interest II-X will not have a Pass-Through Rate, but will
be entitled to 100% of the amounts distributed on REMIC IV Regular Interest
II-X.
REMIC V
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC II Regular Interests and REMIC
IV Regular Interests as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC V." The Class I-R-3
Certificates will represent the sole class of Residual Interests in REMIC V for
purposes of the REMIC Provisions.
The following table irrevocably sets forth the Class designation,
Pass-Through Rate, Initial Certificate Principal Balance (or initial
Uncertificated Principal Balance, in the case of the Regular Interests the
ownership of which is represented by the Class I-A-1 Certificates and Class
I-A-2 Certificates) and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of
Certificates that represents one or more of the Regular Interests in REMIC V
created hereunder and the Class I-R-1, Class I-R-2, Class I-R-3, Class II-1R-1
and Class II-1R-2 Certificates.
INITIAL CERTIFICATE
OR UNCERTIFICATED LATEST POSSIBLE
CLASS DESIGNATION PRINCIPAL BALANCE PASS-THROUGH RATE MATURITY DATE(1)
--------------------- ------------------- ----------------------------- ----------------
Class I-A-1 $177,300,100.00 Class I-A-1 Pass-Through Rate March 25, 2036
Class I-A-2 $ 53,960,900.00(2) Class I-A-2 Pass-Through Rate March 25, 2036
Class I-M-1 $ 17,518,000.00 Class I-M-1 Pass-Through Rate March 25, 2036
Class I-M-2 $ 15,309,000.00 Class I-M-2 Pass-Through Rate March 25, 2036
Class I-M-3 $ 5,888,000.00 Class I-M-3 Pass-Through Rate March 25, 2036
Class I-B-1 $ 5,888,000.00 Class I-B-1 Pass -Through Rate March 25, 2036
Class I-B-2 $ 6,183,000.00 Class I-B-2 Pass-Through Rate March 25, 2036
Class I-B-3 $ 5,299,000.00 Class I-B-3 Pass-Through Rate March 25, 2036
Class I-B-4 $ 5,888,000.00 Class I-B-4 Pass-Through Rate March 25, 2036
Class I-C $ 1,178,298.04 (3) March 25, 2036
Class I-P $ 100.00 N/A(4) March 25, 2036
Class I-R-1 N/A N/A(4) N/A
Class I-R-2 N/A N/A(4) N/A
Class I-R-3 N/A N/A(4) N/A
Class II-1A-1 $ 59,393,000.00 Class II-1A-1 Pass-Through Rate March 25, 2036
Class II-1A-2 $ 4,800,000.00 Class II-1A-2 Pass-Through Rate March 25, 2036
Class II-1A-3 $ 21,918,000.00 Class II-1A-3 Pass-Through Rate March 25, 2036
Class II-1A-4 $ 54,903,000.00 Class II-1A-4 Pass-Through Rate March 25, 2036
Class II-1A-5 $ 500,000.00 Class II-1A-5 Pass-Through Rate March 25, 2036
Class II-1A-6 $ 1,000,000.00 Class II-1A-6 Pass-Through Rate March 25, 2036
Class II-X (5) Class II-X Pass-Through Rate March 25, 2036
Class II-1PO $ 1,422,230.63 N/A(4) March 25, 2036
Class II-2PO $ 6,148.90 N/A(4) March 25, 2036
Class II-1R-1 $ 50.00 N/A(4) N/A
Class II-1R-2 $ 50.00 N/A(4) N/A
Class II-2A-1 $ 36,683,467.00 Class II-2A-1 Pass-Through Rate March 25, 2036
Class II-2A-2 $ 11,164,533.00 Class II-2A-2 Pass-Through Rate March 25, 2036
Class II-2A-3 $ 35,886,000.00 Class II-2A-3 Pass-Through Rate March 25, 2036
Class II-2A-4 (5) Class II-2A-4 Pass-Through Rate March 25, 2036
Class II-B-1 $ 5,752,000.00 Class II-B Pass-Through Rate March 25, 2036
Class II-B-2 $ 3,794,000.00 Class II-B Pass-Through Rate March 25, 2036
Class II-B-3 $ 2,449,000.00 Class II-B Pass-Through Rate March 25, 2036
Class II-B-4 $ 2,814,000.00 Class II-B Pass-Through Rate March 25, 2036
Class II-B-5 $ 1,225,000.00 Class II-B Pass-Through Rate March 25, 2036
Class II-B-6 $ 1,110,357.91 Class II-B Pass-Through Rate March 25, 2036
Class II-P $ 100.00 N/A(4) March 25, 2036
-------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the maturity date for the
Mortgage Loan in Loan Group I with the latest maturity date has been
designated as the "latest possible maturity date" for each of the Group I
Certificates that represents one or more Regular Interests in REMIC V, and
the Distribution Date in the month following the maturity date for the
Mortgage Loan in Loan Group II with the latest maturity date has been
designated as the "latest possible maturity date" for each of the Group II
Certificates that represents one or more of the Regular Interests in REMIC
V.
(2) For federal income tax purposes, the Regular Interest the ownership of
which is represented by the Class I-A-2 Certificates will have a principal
balance equal to the Certificate Principal Balance of such Certificates,
and such Regular Interest shall not accrue interest on its principal
balance but rather will be entitled to interest on its Uncertificated
Notional Amount at its Uncertificated REMIC V Pass-Through Rate, in each
case as defined herein.
(3) The Class I-C Certificate will not accrue interest on its Certificate
Principal Balance, but will be entitled to 100% of amounts distributed on
REMIC II Regular Interest I-C.
(4) The Class I-P, Class I-R-1, Class I-R-2, Class I-R-3, Class II-PO, Class
II-P, Class II-1R-1 and Class II-1R-2 Certificates are not entitled to
distributions in respect of interest.
(5) The Class II-X Certificates and the Class II-2A-4 Certificates do not have
an initial Certificate Principal Balance. The Class II-X Certificates have
an initial Notional Amount equal to $244,820,737.44 and for any subsequent
Distribution Date, the Class II-X Certificates will have a Notional Amount
equal to the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group II. For federal income tax purposes, the Class II-X Certificates
will have a Notional Amount equal to the Uncertificated Notional Amount of
REMIC IV Regular Interest II-X. The Class II-2A-4 Certificates have an
initial Notional Amount equal to $35,886,000.00 and for any subsequent
Distribution Date, the Class II-2A-4 Certificates will have a Notional
Amount equal to the aggregate Certificate Principal Balance of the Class
II-2A-3 Certificates. For federal income tax purposes, the Class II-2A-4
Certificates will have a Notional Amount equal to the aggregate Certificate
Principal Balance of the REMIC IV Regular Interest II-2A-3.
The Trust Fund shall be named, and may be referred to as, the "Bear
Stearns Asset Backed Securities I Trust 2006-AC2." The Certificates issued
hereunder may be referred to as "Asset-Backed Certificates Series 2006-AC2"
(including for purposes of any endorsement or assignment of a Mortgage Note or
Mortgage).
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Securities Administrator, the Sponsor, the
Company and the Trustee agree as follows:
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Accepted Master Servicing Practices: With respect to any Mortgage Loan,
those customary mortgage servicing practices of prudent mortgage servicing
institutions that master service mortgage loans of the same type and quality as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Trustee or the Master Servicer (except
in its capacity as successor to the Company or the related Servicer).
Accepted Servicing Practices: With respect to each EMC Mortgage Loan,
those mortgage servicing practices (including collection procedures) that are in
accordance with all applicable statutes, regulations and prudent mortgage
banking practices for similar mortgage loans.
Account: The Distribution Account, the Net WAC Reserve Fund, the Class
I-A-1/I-A-2 Net WAC Reserve Account and any Protected Account.
Accrued Certificate Interest: With respect to any Group II-1
Certificate or Group II-2 Certificate (other than the Class II-PO, Class II-P,
Class II-1R-1 and Class II-1R-2 Certificates) for any Distribution Date, means
an amount equal to the interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the Certificate Principal Balance
or Notional Amount of such Certificate immediately prior to such Distribution
Date less (i) in the case of a Group II-1 Senior Certificate or Group II-2
Senior Certificate (other than the Class II-PO Certificates), such Certificate's
share of any Net Interest Shortfalls from the related Mortgage Loans and, after
the Cross-Over Date, the interest portion of any Realized Losses on the related
Non-Discount Mortgage Loans and (ii) in the case of a Group II Subordinate
Certificate, such Certificate's share of any Net Interest Shortfalls and the
interest portion of any Realized Losses on the related Mortgage Loans. Such Net
Interest Shortfalls will be allocated among the Group II-2 Certificates (other
than the Class II-PO, Class II-P, Class II-1R-1 and Class II-1R-2 Certificates)
in proportion to the amount of Accrued Certificate Interest that would have been
allocated thereto in the absence of such shortfalls. Accrued Certificate
Interest with respect to the Class II-1A, Class II-2A, Class II-X and Class II-B
Certificates will be based on a 360-day year that consists of twelve 30-day
months. No Accrued Certificate Interest will be payable with respect to any
Class of Group II Certificates after the Distribution Date on which the
outstanding Certificate Principal Balance of such Certificate has been reduced
to zero. The Class II-PO, Class II-P, Class II-1R-1 and Class II-1R-2
Certificates are not entitled to Accrued Certificate Interest.
Aggregate Planned Principal Amount: With respect to the Class II-1A-1,
Class II-1A-2 and Class II-1A-3 Certificates and any Distribution Date, the
amount set forth in Exhibit S under "Aggregate Planned Principal Amount"
opposite such Distribution Date.
Additional Master Servicing Compensation: The meaning specified in
Section 4.14.
Advance: An advance of delinquent payments of principal or interest in
respect of a Mortgage Loan required to be made by the Company as provided in
Section 6.01(a) hereof, by the related Servicer in accordance with the related
Servicing Agreement or by the Master Servicer as provided in Section 6.01(b)
hereof.
Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms herein.
Allocable Share: With respect to any Class of Group II Subordinate
Certificates on any Distribution Date will generally equal such Class's pro rata
share (based on the Certificate Principal Balance of each Class entitled
thereto) of the sum of each of the components of the definition of Subordinate
Optimal Principal Amount; provided, that, except as described in the second
succeeding sentence, no Class of Group II Subordinate Certificates (other than
the Class of Group II Subordinate Certificates outstanding with the lowest
numerical designation) shall be entitled on any Distribution Date to receive
distributions pursuant to clauses (ii), (iii) and (v) of the definition of
Subordinate Optimal Principal Amount unless the Class Prepayment Distribution
Trigger for the related Class is satisfied for such Distribution Date. The
"Class Prepayment Distribution Trigger" for a Class of Group II Subordinate
Certificates for any Distribution Date is satisfied if the fraction (expressed
as a percentage), the numerator of which is the aggregate Certificate Principal
Balance of such Class and each Class subordinated thereto, if any, and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans in Loan Group II-1 and Loan Group II-2 as of the related Due
Date, equals or exceeds such percentage calculated as of the Closing Date. If on
any Distribution Date the Certificate Principal Balance of any Class of Group II
Subordinate Certificates for which the related Class Prepayment Distribution
Trigger was satisfied on such Distribution Date is reduced to zero, any amounts
distributable to such Class pursuant to clauses (ii), (iii) and (v) of the
definitions of Subordinate Optimal Principal Amount, to the extent of such
Class's remaining Allocable Share, shall be distributed to the remaining Classes
of Group II Subordinate Certificates in reduction of their respective
Certificate Principal Balances, sequentially, in the order of their numerical
class designations. If the Class Prepayment Distribution Trigger is not
satisfied for any Class of Group II Subordinate Certificates on any Distribution
Date, this may have the effect of accelerating the amortization of more senior
Classes of Group II Subordinate Certificates.
Amount Held for Future Distribution: As to any Distribution Date, the
aggregate amount held in the Company's or the related Servicer's Protected
Accounts at the close of business on the immediately preceding Determination
Date on account of (i) all Scheduled Payments or portions thereof received in
respect of the Mortgage Loans due after the related Due Period and (ii)
Principal Prepayments, Liquidation Proceeds and Insurance Proceeds received in
respect of such Mortgage Loans after the last day of the related Prepayment
Period.
Applied Realized Loss Amount: With respect to any Class of Group I
Subordinate Certificates and as to any Distribution Date, the Realized Losses
with respect to the Mortgage Loans in Loan Group I which have been applied in
reduction of the Certificate Principal Balance of that Class of Certificates
pursuant to Section 6.05 of this Agreement, which have not previously been
reimbursed reduced by any Subsequent Recoveries applied to such Applied Realized
Loss Amount.
Appraised Value: With respect to any Mortgage Loan originated in
connection with a refinancing, the appraised value of the Mortgaged Property
based upon the appraisal made at the time of such refinancing or, with respect
to any other Mortgage Loan, the lesser of (x) the appraised value of the
Mortgaged Property based upon the appraisal made by a fee appraiser at the time
of the origination of the related Mortgage Loan, and (y) the sales price of the
Mortgaged Property at the time of such origination.
Assignment Agreement: Shall mean any of the Harbourside Assignment
Agreement, the HSBC Assignment Agreement or the Wells Fargo Assignment
Agreement.
Avoided Payment: As defined in the Policy.
Bankruptcy Code: Title 11 of the United States Code.
Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 7.06). As of the Closing
Date, each Class of Offered Certificates constitutes a Class of Book-Entry
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in The City of New York, New York,
Minneapolis, Minnesota, Columbia, Maryland or the city in which the Corporate
Trust Office of the Trustee or the principal office of the Company or the Master
Servicer is located are authorized or obligated by law or executive order to be
closed.
Certificate: Any one of the certificates of any Class executed and
authenticated by the Securities Administrator in substantially the forms
attached hereto as Exhibits A-1 through A-7.
Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository, in the case of any Book-Entry Certificates).
Certificate Owner: With respect to a Book-Entry Certificate, the Person
that is the beneficial owner of such Book-Entry Certificate.
Certificate Principal Balance: With respect to any Class of
Certificates (other than the Class II-2A-4, Class I-C, Class I-R-1, Class I-R-2,
Class I-R-3, Class II-PO and Class II-X Certificates or Class II-PO Component)
and any Distribution Date, is the original Certificate Principal Balance of such
Class, less the sum of (i) all amounts in respect of principal distributed to
such Class on previous Distribution Dates and (ii) any Applied Realized Loss
Amounts allocated to such Class on previous Distribution Dates; provided that,
the Certificate Principal Balance of any Class of Certificates with the highest
payment priority to which Realized Losses have been allocated shall be increased
by the amount of any Subsequent Recoveries on the related Mortgage Loans
received by the Master Servicer, but not by more than the amount of Realized
Losses previously allocated to reduce the Certificate Principal Balance of that
Certificate and, in the case of Loan Group I, not previously reimbursed to such
Certificate as an Applied Realized Loss Amount. As to the Class I-C Certificates
and as of any Distribution Date, an amount equal to the excess, if any, of (A)
the then aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
I over (B) the then aggregate Certificate Principal Balance of the Class I-A,
Class I-M and Class I-B Certificates then outstanding; provided that for federal
income tax purposes, the Certificate Principal Balance of the Class I-C
Certificates for any Distribution Date shall be an amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest I-C for such
Distribution Date.
Certificate Register: The register maintained pursuant to Section 7.02
hereof.
Class: All Certificates and Class II-PO Components bearing the same
Class designation as set forth in Section 7.01 hereof.
Class A Certificate: Any of the Class I-A-1, Class I-A-2, Class
II-1A-1, Class II-1A-2, Class II-1A-3, Class II-1A-4, Class II-1A-5, Class
II-1A-6, Class II-2A-1, Class II-2A-2, Class II-2A-3 and Class II-2A-4
Certificates.
Class B Certificates: Any of the Class I-B-1, Class I-B-2, Class I-B-3,
Class I-B-4, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class
II-B-5 and Class II-B-6 Certificates.
Class M Certificate: Any of the Class I-M-1, Class I-M-2 and Class
I-M-3 Certificates.
Class P Certificate: Any of the Class I-P and Class II-P Certificates.
Class P Certificate Account: Each account established and maintained by
the Securities Administrator pursuant to Section 6.09 hereof.
Class R Certificate: Any of the Class I-R-1, Class I-R-2, Class I-R-3,
Class II-1R-1 and Class II-1R-2 Certificates.
Class I-A Certificates: Any of the Class I-A-1 Certificates and Class
I-A-2 Certificates.
Class I-A-1 Certificate: Any Certificate designated as a "Class I-A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-A-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V, (ii) the right to receive Net WAC Rate Carryover Amounts
and (iii) the obligation to pay Class I-A-1/I-A-2 Net WAC Pass-Through Amounts.
Class I-A-1 Pass-Through Rate: With regard to any Distribution Date is
One-Month LIBOR plus 0.350% per annum, with a maximum rate of 7.500% per annum
and a minimum rate of 0.350% subject to the applicable Interest Rate Cap.
Class I-A-1/I-A-2 Net WAC Reserve Account: Shall mean the separate
trust account or subaccount created and maintained by the Securities
Administrator pursuant to Section 6.09(a) hereof.
Class I-A-1/I-A-2 Net WAC Reserve Account Deposit: Shall mean, with
respect to the Class I-A-1/I-A-2 Net WAC Reserve Account, an amount equal to
$5,000, which the Depositor shall deposit initially into the Class I-A-1/I-A-2
Net WAC Reserve Account pursuant to Section 6.09(a) hereof.
Class I-A-1/I-A-2 Net WAC Pass-Through Amount: Shall mean, with respect
to any Distribution Date, the excess of (A) the amount of interest the Class
I-A-1 Certificates would have been entitled to receive if no Interest Rate Cap
applied, over (B) the amount of interest the Class I-A-1 Certificates would have
been entitled to receive if reductions under the related Interest Rate Cap were
allocated as provided in the definition thereof; provided, however, if One-Month
LIBOR plus the applicable margin for the Class I-A-1 Certificates for such
Distribution Date is equal to or greater than the rate of interest for the Class
I-A-1 Certificates determined as if the related Interest Rate Cap allocable to
the Class I-A-1 Certificates and Class I-A-2 Certificates were allocated to the
Class I-A-1 Certificates, the amount determined under clause (A) would be
determined as if the related Interest Rate Cap allocable to the Class I-A-1
Certificates and Class I-A-2 Certificates were allocated to the Class I-A-1
Certificates.
Class I-A-1/I-A-2 Target Rate: Shall mean (A) for Distributions Dates
on or prior to the optional termination date, 5.75% per annum and (B) for
Distribution Dates thereafter, 6.25% per annum.
Class I-A-2 Certificate: Any Certificate designated as a "Class I-A-2
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-A-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V, (ii) the right to receive Net WAC Rate Carryover Amounts
and (iii) the right to receive Class I-A-1/I-A-2 Net WAC Pass-Through Amounts.
Class I-A-2 Pass-Through Rate: With regard to any Distribution Date is
23.492857% per annum, minus the product of 3.285714% and One-Month LIBOR per
annum, with a maximum rate of 23.492857% and a minimum rate of 0.00%, subject to
the related Interest Rate Cap for such Distribution Date.
Class I-B Certificates: Any of the Class I-B-1, Class I-B-2, Class
I-B-3 and Class I-B-4 Certificates.
Class I-B-1 Certificate: Any Certificate designated as a "Class I-B-1
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V and (ii) the right to receive Net WAC Rate Carryover
Amounts.
Class I-B-1 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Group I Optional Termination Date, One-Month
LIBOR plus 1.250% per annum and (ii) for each Distribution Date thereafter,
One-Month LIBOR plus 1.875% per annum, in each case subject to a cap equal to
the related Interest Rate Cap for such Distribution Date.
Class I-B-2 Certificate: Any Certificate designated as a "Class I-B-2
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V and (ii) the right to receive Net WAC Rate Carryover
Amounts.
Class I-B-2 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Group I Optional Termination Date, One-Month
LIBOR plus 1.550% per annum and (ii) for each Distribution Date thereafter,
One-Month LIBOR plus 2.325% per annum, in each case subject to a cap equal to
the related Interest Rate Cap for such Distribution Date.
Class I-B-3 Certificate: Any Certificate designated as a "Class I-B-3
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-3 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V and (ii) the right to receive Net WAC Rate Carryover
Amounts.
Class I-B-3 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Group I Optional Termination Date, One-Month
LIBOR plus 2.600% per annum and (ii) for each Distribution Date thereafter,
One-Month LIBOR plus 3.900% per annum, in each case subject to a cap equal to
the related Interest Rate Cap for such Distribution Date.
Class I-B-4 Certificate: Any Certificate designated as a "Class I-B-4
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-4 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V and (ii) the right to receive Net WAC Rate Carryover
Amounts.
Class I-B-4 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Group I Optional Termination Date, One-Month
LIBOR plus 3.000% per annum and (ii) for each Distribution Date thereafter,
One-Month LIBOR plus 4.500% per annum, in each case subject to a cap equal to
the related Interest Rate Cap for such Distribution Date.
Class I-C Certificate: Any Certificate designated as a "Class I-C
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class I-C Certificates herein and evidencing (i) a Regular Interest in REMIC
V and (ii) the obligation to pay Net WAC Rate Carryover Amounts.
Class I-C Distribution Amount: With respect to any Distribution Date,
the sum of (i) the related Monthly Interest Distributable Amount for the Class
I-C Certificates for such Distribution Date, (ii) any Group I
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries for Loan Group I not distributed
to the Group I Offered Certificates and Class I-B-4 Certificates on such
Distribution Date; provided, however, that on and after the Distribution Date on
which the Certificate Principal Balances of the Class I-A, Class I-M and Class
I-B Certificates have been reduced to zero, the Class I-C Distribution Amount
shall include the Group I Overcollateralized Amount.
Class I-M Certificates: Any of the Class I-M-1, Class I-M-2 and Class
I-M-3 Certificates.
Class I-M-1 Certificate: Any Certificate designated as a "Class I-M-1
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-M-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V and (ii) the right to receive Net WAC Rate Carryover
Amounts.
Class I-M-1 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Group I Optional Termination Date, One-Month
LIBOR plus 0.410% per annum and (ii) for each Distribution Date thereafter,
One-Month LIBOR plus 0.615% per annum, in each case subject to a cap equal to
the related Interest Rate Cap for such Distribution Date.
Class I-M-2 Certificate: Any Certificate designated as a "Class I-M-2
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-M-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V and (ii) the right to receive Net WAC Rate Carryover
Amounts.
Class I-M-2 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Group I Optional Termination Date, One-Month
LIBOR plus 0.620% per annum and (ii) for each Distribution Date thereafter,
One-Month LIBOR plus 0.930% per annum, in each case subject to a cap equal to
the related Interest Rate Cap for such Distribution Date.
Class I-M-3 Certificate: Any Certificate designated as a "Class I-M-3
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-M-3 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC V and (ii) the right to receive Net WAC Rate Carryover
Amounts.
Class I-M-3 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Group I Optional Termination Date, One-Month
LIBOR plus 0.680% per annum and (ii) for each Distribution Date thereafter,
One-Month LIBOR plus 1.020% per annum, in each case subject to a cap equal to
the related Interest Rate Cap for such Distribution Date.
Class I-P Certificate: Any Certificate designated as a "Class I-P
Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class I-P Certificates as set forth herein and evidencing a Regular Interest
in REMIC V and (ii) the right to receive any Prepayment Charge Waiver Amounts
related to Loan Group I.
Class I-R Certificate: Any of the Class I-R-1, Class I-R-2 and Class
I-R-3 Certificates.
Class I-R-1 Certificate: Any Certificate designated as a "Class I-R-1
Certificate" on the face thereof, in the form set forth in Exhibit A-6 hereto,
evidencing the Residual Interest in REMIC I and representing the right to the
Percentage Interest of distributions provided for the Class I-R-1 Certificates
as set forth herein.
Class I-R-2 Certificate: Any Certificate designated as a "Class I-R-2
Certificate" on the face thereof, in the form set forth in Exhibit A-6 hereto,
evidencing the Residual Interest in REMIC II and representing the right to the
Percentage Interest of distributions provided for the Class I-R-2 Certificates
as set forth herein.
Class I-R-3 Certificate: Any Certificate designated as a "Class I-R-3
Certificate" on the face thereof, in the form set forth in Exhibit A-6 hereto,
evidencing the Residual Interest in REMIC V and representing the right to the
Percentage Interest of distributions provided for the Class I-R-3 Certificates
as set forth herein.
Class II-1A Certificate: Any of the Class II-1A-1, Class II-1A-2, Class
II-1A-3, Class II-1A-4, Class II-1A-5 and Class II-1A-6 Certificates.
Class II-1A-1 Certificate: Any Certificate designated as a "Class
II-1A-1 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-1A-1 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-1A-1 Pass-Through Rate: With regard to any Distribution Date,
a fixed rate equal to 6.000% per annum.
Class II-1A-2 Certificate: Any Certificate designated as a "Class
II-1A-2 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-1A-2 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-1A-2 Pass-Through Rate: With regard to any Distribution Date,
a fixed rate equal to 6.000% per annum.
Class II-1A-3 Certificate: Any Certificate designated as a "Class
II-1A-3 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-1A-3 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-1A-3 Pass-Through Rate: With regard to any Distribution Date,
a fixed rate equal to 6.000% per annum.
Class II-1A-4 Certificate: Any Certificate designated as a "Class
II-1A-4 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-1A-4 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-1A-4 Pass-Through Rate: With regard to any Distribution Date,
a fixed rate equal to 6.000% per annum.
Class II-1A-5 Certificate: Any Certificate designated as a "Class
II-1A-5 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-1A-5 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-1A-5 Pass-Through Rate: With regard to any Distribution Date,
a fixed rate equal to 6.000% per annum.
Class II-1A-6 Certificate: Any Certificate designated as a "Class
II-1A-6 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-1A-6 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-1A-6 Pass-Through Rate: With regard to any Distribution Date,
a fixed rate equal to 6.000% per annum.
Class II-1PO Component: The portion of the Class II-PO Certificate
representing the right to the Percentage Interest of distributions provided for
the Class II-1PO Component as set forth herein.
Class II-2A Certificate: Any of the Class II-2A-1, Class II-2A-2, Class
II-2A-3 and Class II-2A-4 Certificates.
Class II-2A-1 Certificate: Any Certificate designated as a "Class
II-2A-1 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-2A-1 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-2A-1 Pass-Through Rate: With regard to any Distribution Date
is equal to One-Month LIBOR plus 0.350% per annum, with a maximum rate of 7.500%
per annum and a minimum rate of 0.350% per annum.
Class II-2A-2 Certificate: Any Certificate designated as a "Class
II-2A-2 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-2A-2 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-2A-2 Pass-Through Rate: With regard to any Distribution Date,
is 23.49285714% per annum, minus the product of 3.285714 and One-Month LIBOR
per annum, with a maximum rate of 23.49285714% and a minimum rate of 0.00%.
Class II-2A-3 Certificate: Any Certificate designated as a "Class
II-2A-3 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-2A-3 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-2A-3 Pass-Through Rate: With regard to any Distribution Date
is equal to One-Month LIBOR plus 0.350% per annum, with a maximum rate of 7.500%
per annum and a minimum rate of 0.350% per annum.
Class II-2A-4 Certificate: Any Certificate designated as a "Class
II-2A-4 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-2A-4 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-2A-4 Pass-Through Rate: With regard to any Distribution Date
is equal to One-Month LIBOR plus 0.350% per annum, with a maximum rate of 7.150%
per annum and a minimum rate of 0.350% per annum.
Class II-2PO Component: The portion of the Class II-PO Certificate
representing the right to the Percentage Interest of distributions provided for
the Class II-2PO Component as set forth herein.
Class II-B Certificate: Any of the Class II-B-1, Class II-B-2, Class
II-B-3, Class II-B-4, Class II-B-5, and Class II-B-6 Certificates.
Class II-B Pass-Through Rate: With regard to any Distribution Date, the
weighted average of (i) 6.00% per annum and (ii) 6.50% per annum, weighted in
proportion to the results of subtracting from the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group II-1 and Loan Group II-2 (other than
the portion of the Mortgage Loans attributable to the related Class II-PO
Component of the Class II-PO Certificates), respectively, the aggregate
Certificate Principal Balance of the related Class or Classes of Group II Senior
Certificates, other than a portion of the Certificate Principal Balance
attributable to the related Class II-PO Component of the Class II-PO
Certificates.
Class II-B-1 Certificate: Any Certificate designated as a "Class II-B-1
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-B-1 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-B-2 Certificate: Any Certificate designated as a "Class II-B-2
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-B-2 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-B-3 Certificate: Any Certificate designated as a "Class II-B-3
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-B-3 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-B-4 Certificate: Any Certificate designated as a "Class II-B-4
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-B-4 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-B-5 Certificate: Any Certificate designated as a "Class II-B-5
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-B-5 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-B-6 Certificate: Any Certificate designated as a "Class II-B-6
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-B-6 Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-P Certificate: Any Certificate designated as a "Class II-P
Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-P Certificates as set forth herein and evidencing a Regular
Interest in REMIC V and (ii) the right to receive any Prepayment Charge Waiver
Amounts related to Loan Group II.
Class II-PO Certificate: Any Certificate designated as a "Class II-PO
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-PO Certificates as set forth herein and evidencing the ownership of
the Class II-1PO Component and the Class II-2PO Component.
Class II-PO Certificate Cash Shortfall: For any Distribution Date, the
difference between (i) principal distributable to the Class II-1PO Component in
accordance with priority EIGHTH under Section 6.04(b) and to the Class II-2PO
Component in accordance with priority FOURTH under Section 6.04(c), and (ii)
principal actually distributed to the Class II-1PO Component or the Class II-2PO
Component, respectively, after giving effect to Section 6.04(d).
Class II-PO Certificate Deferred Amount: As to each Distribution Date
through the Cross-Over Date, the aggregate of all amounts allocable on such
dates to the Class II-1PO Component or the Class II-2PO Component in respect of
the principal portion of Realized Losses in respect of Discount Mortgage Loans
in Loan Group II-1 and in Loan Group II-2 and the respective Class II-PO
Certificate Cash Shortfall and all amounts previously allocated in respect of
such losses and such shortfalls to the Class II-1PO Component or the Class
II-2PO Component, respectively, and not distributed on prior Distribution Dates.
Class II-PO Certificate Principal Distribution Amount: The Class II-PO
Certificates shall be entitled to distributions from the Class II-1PO Component
and the Class II-2PO Component. The Class II-1PO Component shall be entitled to
distributions from Loan Group II-1 and the Class II-2PO Component shall be
entitled to distributions from Loan Group II-2. For each Class of Class II-PO
Components with respect to each Distribution Date the Class II-PO Certificate
Principal Distribution Amount will be an amount equal to the sum of:
(i) the related PO Percentages of all scheduled payments of
principal due on each Discount Mortgage Loan in Loan Group II-1 or in
Loan Group II-2, respectively, on the related Due Date as specified in
the amortization schedule at the time applicable thereto (after
adjustment for previous principal prepayments but before any adjustment
to such amortization schedule by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period);
(ii) the related PO Percentages of the Stated Principal
Balance of each Discount Mortgage Loan in Loan Group II-1 or in Loan
Group II-2, respectively, which was the subject of a prepayment in full
received by the related Servicer during the applicable Prepayment
Period;
(iii) the related PO Percentages of all partial prepayments of
principal of each Discount Mortgage Loan in the Loan Group II-1 or in
Loan Group II-2, respectively, received during the applicable
Prepayment Period;
(iv) the lesser of (a) the related PO Percentages of the sum
of (A) all Net Liquidation Proceeds and Subsequent Recoveries allocable
to principal on each Discount Mortgage Loan in Loan Group II-1 or in
Loan Group II-2, respectively, which became a Liquidated Mortgage Loan
during the related Prepayment Period (other than a Discount Mortgage
Loan described in the immediately following clause (B)) and (B) the
Stated Principal Balance of each such Discount Mortgage Loan in Loan
Group II-1 or in Loan Group II-2, respectively, purchased by an insurer
from the Trustee during the related Prepayment Period pursuant to the
related Primary Mortgage Insurance Policy, if any, or otherwise; and
(b) the related PO Percentages of the sum of (A) the Stated Principal
Balance of each Discount Mortgage Loan in Loan Group II-1 or in Loan
Group II-2, respectively, which became a Liquidated Mortgage Loan
during the related Prepayment Period (other than a Discount Mortgage
Loan described in the immediately following clause (B)) and (B) the
Stated Principal Balance of each such Discount Mortgage Loan in Loan
Group II-1 or in Loan Group II-2, respectively, that was purchased by
an insurer from the Trustee during the related Prepayment Period
pursuant to the related Primary Mortgage Insurance Policy, if any, or
otherwise; and
(v) the related PO Percentages of the sum of (a) the Stated
Principal Balance of each Discount Mortgage Loan in Loan Group II-1 or
in Loan Group II-2, respectively, which was repurchased by the Sponsor
in connection with such Distribution Date and (b) the difference, if
any, between the Stated Principal Balance of a Discount Mortgage Loan
in Loan Group II-1 or in Loan Group II-2, respectively, that has been
replaced by the Sponsor with a substitute Discount Mortgage Loan
pursuant to this Agreement in connection with such Distribution Date
and the Stated Principal Balance of such substitute Discount Mortgage
Loan.
Class II-PO Component: The Class II-1PO Component or the
Class II-2PO Component.
Class II-R Certificates: The Class II-1R-1 Certificates and Class
II-1R-2 Certificates.
Class II-R Deposit: An amount equal to $100, which shall be included as
part of the Group II Available Funds attributable to Loan Group II and
distributed as principal to the Class II-R Certificates on the first
Distribution Date.
Class II-1R-1 Certificate: Any Certificate designated a "Class II-1R-1
Certificate" on the face thereof, in substantially the form set forth in Exhibit
A-6 hereto, evidencing the Residual Interest in REMIC III and representing the
right to the Percentage Interest of distributions provided for the Class II-1R-1
Certificates as set forth herein.
Class II-1R-2 Certificate: Any Certificate designated a "Class II-1R-2
Certificate" on the face thereof, in substantially the form set forth in Exhibit
A-6 hereto, evidencing the Residual Interest in REMIC IV and representing the
right to the Percentage Interest of distributions provided for the Class II-1R-2
Certificates as set forth herein.
Class II-X Certificate: Any Certificate designated as a "Class II-X
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-X Certificates as set forth herein and evidencing a Regular
Interest in REMIC V.
Class II-X Pass-Through Rate: With respect to the Class II-X
Certificates, the weighted average of the excess, if any, of (a) the Net
Mortgage Rate on each Mortgage Loan in Loan Group II-1, over (b) 6.00% per annum
and (b) the Net Mortgage Rate on each Mortgage Loan in Loan Group II-2, over (b)
6.50% per annum . For federal income tax purposes, the Class II-X Certificates
will not have a Pass-Through Rate, but will be entitled to receive 100% of the
interest payable with respect to REMIC IV Regular Interest II-X.
Closing Date: February 28, 2006.
Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Company: EMC.
Compensating Interest: An amount, not to exceed the Servicing Fee, to
be deposited in the Distribution Account by the Company or the related Servicer
to the payment of a Prepayment Interest Shortfall on a Mortgage Loan subject to
this Agreement; provided that in the event the Company or the related Servicer
fails to make such payment, the Master Servicer shall be obligated to do so to
the extent provided in Section 6.02(c) hereof.
Corporate Trust Office: The designated office of the Trustee where at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
Agreement is located at US Bank Corporate Trust Services, One Federal Street,
3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust
Services/BSABS I 2006-AC2, or at such other address as the Trustee may designate
from time to time.
Corresponding Certificate: With respect to each REMIC II Regular
Interest and REMIC IV Regular Interest, the Certificate or Class II-PO
Component with the corresponding designation.
Corresponding Interest: With respect to each REMIC I Regular Interest
(other than REMIC I Regular Interests AA and ZZ), the REMIC II Regular Interest
with the corresponding designation.
Cross-Over Date: The first Distribution Date on which the aggregate
Certificate Principal Balance of the related Subordinate Certificates has been
reduced to zero (giving effect to all related distributions on such Distribution
Date).
Current Report: The Current Report pursuant to Section 13 or 15(d) of
the Exchange Act.
Custodial Agreement: An agreement, dated as of February 28, 2006, among
the Depositor, the Sponsor, the Trustee, the Master Servicer and the Custodian
in substantially the form of Exhibit J hereto.
Custodian: Wells Fargo Bank, National Association, or any successor
custodian appointed pursuant to the provisions hereof and the Custodial
Agreement.
Cut-off Date: The close of business on February 1, 2006.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date after
application of all Principal Prepayments received prior to the Cut-off Date and
scheduled payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of principal
received in respect of Due Dates after the Cut-off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan that became final and
non-appealable, except such a reduction resulting from a Deficient Valuation or
any other reduction that results in a permanent forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under such Mortgage Loan, or any
reduction in the amount of principal to be paid in connection with any Scheduled
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court that is final and non-appealable
in a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 7.06.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due thereon
is not made pursuant to the terms of such Mortgage Loan by the close of business
on the day such payment is scheduled to be due. A Mortgage Loan is "30 days
delinquent" if such payment has not been received by the close of business on
the corresponding day of the month immediately succeeding the month in which
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st day
of such month), then on the last day of such immediately succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so on.
Denomination: With respect to each Certificate, the amount set forth on
the face thereof as the "Initial Principal Balance or initial notional amount of
this Certificate".
Depositor: Bear Stearns Asset Backed Securities I LLC, a Delaware
limited liability company, or its successor in interest.
Depository: The initial Depository shall be The Depository Trust
Company ("DTC"), the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York.
Depository Agreement: With respect to the Class of Book-Entry
Certificates, the agreement among the Depositor, the Trustee and the initial
Depository, dated as of the Closing Date, substantially in the form of Exhibit
H.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the 15th day
of the month of such Distribution Date or, if such 15th day is not a Business
Day, the immediately preceding Business Day.
Discount Mortgage Loan: With respect to Loan Group II-1, any Mortgage
Loan in such group with a Net Mortgage Rate less than 6.00% per annum, and with
respect to Loan Group II-2, any Mortgage Loan with a Net Mortgage Rate less than
6.50% per annum.
Distribution Account: The separate Eligible Account created and
maintained by the Securities Administrator pursuant to Section 5.08 in the name
of the Trustee for the benefit of the Certificateholders and designated "U.S.
Bank National Association, in trust for registered Holders of Bear Stearns Asset
Backed Securities I LLC, Asset-Backed Certificates, Series 2006-AC2" shall be
held in trust for the Certificateholders for the uses and purposes set forth in
this Agreement.
Distribution Date: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such 25th day is not a Business Day,
the next succeeding Business Day, commencing in March 2006.
Distribution Report: The Asset-Backed Issuer Distribution Report
pursuant to Section 13 or 15(d) of the Exchange Act.
Due Date: As to any Mortgage Loan, the date in each month on which the
related Scheduled Payment is due, as set forth in the related Mortgage Note.
Due Period: With respect to any Distribution Date, the period from the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs through close of business on the first day of the
calendar month in which such Distribution Date occurs.
Early Turbo Payment Date: The Distribution Date in February 2016.
Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, so long as Moody's is not a Rating Agency) are rated by each
Rating Agency in one of its two highest long-term and its highest short-term
rating categories respectively, at the time any amounts are held on deposit
therein, or (ii) an account or accounts in a depository institution or trust
company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository
institution or trust company having capital and surplus of not less than
$50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee.
EMC: EMC Mortgage Corporation, a Delaware corporation.
EMC Mortgage Loans: Those Mortgage Loans serviced by the Company
pursuant to the terms of this Agreement.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any of the Class I-B-4, Class II-B-4,
Class II-B-5, Class II-B-6, Class I-C, Class P and Residual Certificates.
Event of Default: As defined in Section 9.01 hereof.
Excess Liquidation Proceeds: To the extent not required by law to be
paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds
with respect to a Mortgage Loan over the Stated Principal Balance of such
Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate
through the last day of the month in which the Mortgage Loan has been
liquidated.
Excess Spread: With respect to any Distribution Date and Loan Group I,
the excess, if any, of (i) the Interest Funds for such Loan Group for such
Distribution Date, over (ii) the sum of the related Monthly Interest
Distributable Amounts payable to the Group I Offered Certificates and the Class
I-B-4 Certificates on such Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to
Section 4.18 of this Agreement.
Exemption: Prohibited Transaction Exemption 90-30, as amended from time
to time.
Fannie Mae: Fannie Mae (formally, Federal National Mortgage
Association), or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
Final Recovery Determination: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Sponsor or the Class I-C Certificateholder pursuant to or as contemplated
by Section 2.03(c) or Section 11.01), a determination made by the Company
pursuant to this Agreement or the applicable Servicer pursuant to the related
Servicing Agreement that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Company or such Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Master Servicer shall maintain records, based solely on
information provided by each Servicer, of each Final Recovery Determination made
thereby.
Final Scheduled Distribution Date: With respect to the Group I
Certificates, March 25, 2036, and with respect to the Group II Certificates,
March 25, 2036.
Fiscal Quarter: December 1 to February 29 (or the last day in such
month), March 1 to May 31, June 1 to August 31, or September to November 30, as
applicable.
Freddie Mac: Freddie Mac (formally, The Federal Home Loan Mortgage
Corporation), or any successor thereto.
Global Certificate: Any Private Certificate registered in the name of
the Depository or its nominee, beneficial interests in which are reflected on
the books of the Depository or on the books of a Person maintaining an account
with such Depository (directly or as an indirect participant in accordance with
the rules of such depository).
Group I Available Funds: The sum of Interest Funds and Principal Funds
with respect to the Mortgage Loans in Loan Group I.
Group I Basic Principal Distribution Amount: Shall mean, with respect
to any Distribution Date and Group I Certificates, the lesser of (a) the excess
of (i) the Group I Available Funds for such Distribution Date over (ii) the
aggregate Monthly Interest Distributable Amount for the Group I Offered
Certificates and the Class I-B-4 Certificates for such Distribution Date and (b)
the excess of (i) the related Principal Remittance Amount for such Distribution
Date over (ii) the Group I Overcollateralization Release Amount, if any, for
such Distribution Date.
Group I Certificates: Any of the Class I-A, Class I-M, Class I-B, Class
I-C, Class I-P, Class I-R-1, Class I-R-2 and Class I-R-3 Certificates.
Group I Extra Principal Distribution Amount: With respect to any
Distribution Date and the Mortgage Loans in Loan Group I (a) on or prior to the
earlier of (1) the Group I Optional Termination Date and (2) the Early Turbo
Payment Date, the lesser of (x) the Excess Spread for Loan Group I for such
Distribution Date and (y) the Group I Overcollateralization Increase Amount for
such Distribution Date; and (b) thereafter, the Excess Spread for Loan Group I
for such Distribution Date; provided that the Excess Spread described in clause
(b) will be used first to pay any Group I Overcollateralization Increase Amount,
any Net Interest Shortfalls related to Loan Group I and any Net WAC Rate
Carryover Amounts on such Distribution Date, and the remainder will be applied
as part of the Group I Extra Principal Distribution Amount.
Group I Non-Offered Certificate: Any of the Class I-B-4, Class I-R-1,
Class I-R-2, Class I-R-3, Class I-P and Class I-C Certificates.
Group I Offered Certificate: Any of the Class I-A-1, Class I-A-2, Class
I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2 and Class I-B-3
Certificates.
Group I Optional Termination: The termination of the Group I Sub-Trust
created hereunder as a result of the purchase of all of the assets related to
Loan Group I and any related REO Property pursuant to the last sentence of
Section 11.01 hereof.
Group I Optional Termination Date: The first Distribution Date on which
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as
of the end of the related Due Period is less than or equal to 20% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans in Loan Group I,
upon which the Group I Sub-Trust may be terminated at the option of the Majority
Class I-C Certificateholder as described under Section 11.01.
Group I Overcollateralized Amount: With respect to any Distribution
Date, is the excess, if any, of (a) the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group I as of the last day of the related Due Period
(after giving effect to Scheduled Payments of principal due during the related
Due Period to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, including any reduction
due to Realized Losses) over (b) the aggregate Certificate Principal Balance of
the Group I Offered Certificates and Class I-B-4 Certificates on such
Distribution Date (after taking into account the payment of principal other than
any Group I Extra Principal Distribution Amount on such Certificates).
Group I Overcollateralization Increase Amount: As of any Distribution
Date, the lesser of (a) the excess, if any, of (i) the Group I
Overcollateralization Target Amount over (ii) the Group I Overcollateralized
Amount on such Distribution Date (after taking into account payments to the
Group I Offered Certificates and Class I-B-4 Certificates of the Group I Basic
Principal Distribution Amount on such Distribution Date) and (b) Excess Spread
for Loan Group I for such Distribution Date.
Group I Overcollateralization Release Amount: With respect to any
Distribution Date, the lesser of (x) the related Principal Remittance Amount for
such Distribution Date and (y) the excess, if any, of (i) the Group I
Overcollateralized Amount for such Distribution Date (assuming that 100% of the
related Principal Remittance Amount is applied as a principal payment on such
Distribution Date) over (ii) the Group I Overcollateralization Target Amount for
such Distribution Date (with the amount pursuant to clause (y) deemed to be $0
if the Group I Overcollateralized Amount is less than or equal to the Group I
Overcollateralization Target Amount on that Distribution Date).
Group I Overcollateralization Target Amount: With respect to any
Distribution Date, 0.40% of the aggregate Stated Principal Balance of the
Mortgage Loan in Loan Group I as of the Cut-off Date.
Group I Senior Certificates: The Class I-A-1 Certificates and Class
I-A-2 Certificates.
Group I Subordinate Certificates: Any of the Class I-M-1, Class I-M-2,
Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Certificates.
Group I Sub-Trust: The portion of the Trust Fund allocated to Loan
Group I.
Group II Available Funds: The sum of Interest Funds and Principal Funds
with respect to the Mortgage Loans in Loan Group II, and with respect to the
first Distribution Date, the Class II-R Deposit which shall be allocable to Loan
Group II-1.
Group II Certificates: Any of the Class II-1A, Class II-2A, Class II-X,
Class II-PO, Class II-B, Class II-P or Class II-R Certificates.
Group II Non-Offered Certificate: Any of the Class II-B-4, Class
II-B-5, Class II-B-6 and Class II-P Certificates.
Group II Offered Certificates: Any of the Class II-1A-1, Class II-1A-2,
Class II-1A-3, Class II-1A-4, Class II-1A-5, Class II-1A-6, Class II-PO, Class
II-X, Class II-1R-1, Class II-1R-2, Class II-2A-1, Class II-2A-2, Class II-2A-3,
Class II-2A-4, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates.
Group II Optional Termination: The termination of the Group II
Sub-Trust created hereunder as a result of the purchase of all Loan Group II and
any related REO Property pursuant to the last sentence of Section 11.01 hereof.
Group II Optional Termination Date: With respect to Loan Group II, the
first Distribution Date upon which the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group II as of the end of the related Due Period is less
than or equal to 10% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans in Loan Group II.
Group II Senior Certificates: The Group II-1 Senior Certificates and
Group II-2 Senior Certificates.
Group II Subordinate Certificates: Any of the Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates.
Group II Sub-Trust: The portion of the Trust Fund allocated to Loan
Group II.
Group II-1 Senior Certificates: The Class II-1A-1, Class II-1A-2, Class
II-X and Class II-PO Certificates.
Group II-2 Senior Certificates: The Class II-2A-1, Class II-2A-2, Class
II-X and Class II-PO Certificates.
Group II Senior Principal Distribution Amount: With respect to each of
Group II-1 Senior Certificates and Group II-2 Senior Certificates (other than
the Class II-2A-4, Class II-X and Class II-PO Certificates), respectively, and
each Distribution Date, an amount equal to the sum of the following for each of
Loan Group II-1 and Loan Group II-2 (but in no event greater than the aggregate
Certificate Principal Balances of each of the Group II-1 Senior Certificates and
Group II-2 Senior Certificates (other than the Class II-2A-4, Class II-X and
Class II-PO Certificates), as applicable, immediately prior to such Distribution
Date):
(1) the applicable Senior Percentage of the Non-PO Percentages of the
principal portion of all Monthly Payments due on the Mortgage Loans in the Loan
Groups on the related Due Date, as specified in the amortization schedule at the
time applicable thereto (after adjustment for previous principal prepayments but
before any adjustment to such amortization schedule by reason of any bankruptcy
or similar proceeding or any moratorium or similar waiver or grace period);
(2) the applicable Senior Prepayment Percentage of the Non-PO
Percentages of the Stated Principal Balance of each Mortgage Loan in the related
Loan Group which was the subject of a prepayment in full received by the Master
Servicer during the applicable Prepayment Period with respect to each Mortgage
Loan in the related Loan Group;
(3) the applicable Senior Prepayment Percentage of the Non-PO
Percentages of all partial prepayments allocated to principal of each Mortgage
Loan in the related Loan Group received during the applicable Prepayment Period;
(4) the lesser of (a) the applicable Senior Prepayment Percentage of
the related Non-PO Percentages of the sum of (i) all Net Liquidation Proceeds
allocable to principal received in respect of each Mortgage Loan in the related
Loan Groups which became a Liquidated Mortgage Loan during the related
Prepayment Period (other than Mortgage Loans described in the immediately
following clause (ii)) and all Subsequent Recoveries received in respect of each
Liquidated Mortgage Loan in the related Loan Groups during the related Due
Period and (ii) the Stated Principal Balance of each such Mortgage Loan in the
related Loan Group purchased by an insurer from the Trustee during the related
Prepayment Period pursuant to the related Primary Mortgage Insurance Policy, if
any, or otherwise; and (b) the applicable Senior Percentage of the related
Non-PO Percentages of the sum of (i) the Stated Principal Balance of each
Mortgage Loan in the related Loan Groups which became a Liquidated Mortgage Loan
during the related Prepayment Period (other than the Mortgage Loans described in
the immediately following clause (ii)) and (ii) the Stated Principal Balance of
each such Mortgage Loan in the related Loan Group that was purchased by an
insurer from the Trustee during the related Prepayment Period pursuant to the
related Primary Mortgage Insurance Policy, if any or otherwise; and
(5) the applicable Senior Prepayment Percentage of the related Non-PO
Percentages of the sum of (a) the Stated Principal Balance of each Mortgage Loan
in the related Loan Group which was repurchased by EMC or its designee in
connection with such Distribution Date and (b) the excess, if any, of the Stated
Principal Balance of each Mortgage Loan in the related Loan Group that has been
replaced by the EMC or its designee with a substitute Mortgage Loan pursuant to
the Mortgage Loan Purchase Agreement in connection with such Distribution Date
over the Stated Principal Balance of each such substitute Mortgage Loan.
Harbourside: Savannah Bank, NA dba Harbourside Mortgage Corporation.
Harbourside Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of February 28, 2006, by and among the Sponsor,
Harbourside and the Trustee evidencing the assignment of the Harbourside
Servicing Agreement to the Trust, attached hereto as Exhibit R-2.
Harbourside Loans: Those Mortgage Loans subject to this Agreement which
were purchased by the Sponsor from Harbourside pursuant to the Harbourside
Servicing Agreement.
Harbourside Servicing Agreement: The Purchase, Warranties and Servicing
Agreement, dated as of April 1, 2005, between the Sponsor and Harbourside, as
amended, attached hereto as Exhibit Q-1, as modified by the Harbourside
Assignment Agreement.
HSBC: HSBC Mortgage Corporation (USA).
HSBC Assignment Agreement: The Assignment, Assumption and Recognition
Agreement, dated as of February 28, 2006, by and among the Sponsor, HSBC and the
Trustee evidencing the assignment of the HSBC Servicing Agreement to the Trust,
attached hereto as Exhibit R-3.
HSBC Loans: Those Mortgage Loans subject to this Agreement which were
purchased by the Sponsor from HSBC pursuant to the HSBC Servicing Agreement.
HSBC Servicing Agreement: The Amended and Restated Purchase, Warranties
and Servicing Agreement, dated as of September 1, 2005, between the Sponsor and
HSBC, as amended, attached hereto as Exhibit Q-2, as modified by the HSBC
Assignment Agreement.
Indemnified Persons: The Trustee, the Master Servicer, the Company, the
Trust Fund and the Securities Administrator and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.
Individual Certificate: Any Private Certificate registered in the name
of the Holder other than the Depository or its nominee.
Initial Certificate Principal Balance: With respect to any Certificate,
the Certificate Principal Balance of such Certificate or any predecessor
Certificate on the Closing Date.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy or LPMI Policy, including all riders and
endorsements thereto in effect with respect to such Mortgage Loan, including any
replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, the Company, the related Servicer or the trustee under the deed of
trust and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Company
or the related Servicer would follow in servicing mortgage loans held for its
own account, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: With respect to any Distribution Date and the
Class II-1A, Class II-X and Class II-B Certificates, the calendar month
immediately preceding the calendar month in which such Distribution Date occurs.
With respect to any Distribution Date and the Class I-A, Class II-2A, Class I-M
and Class I-B Certificates, the period from and including the 25th day of the
calendar month preceding the month in which such Distribution Date occurs (or,
with respect to the first Interest Accrual Period for the Class I-M Certificates
and Class I-B Certificates, the Closing Date) to and including the 24th day of
the calendar month in which such Distribution Date occurs. The Class R, Class P
and Class II-PO Certificates are not entitled to distributions of interest and
do not have an Interest Accrual Period.
Interest Determination Date: Shall mean the second LIBOR Business Day
preceding the commencement of each Interest Accrual Period.
Interest Funds: For any Distribution Date and each Loan Group, (i) the
sum, without duplication, of (a) all scheduled interest during the related Due
Period with respect to the related Mortgage Loans less the Servicing Fee and the
LPMI Fee, if any, (b) all Advances relating to interest with respect to the
related Mortgage Loans remitted by the related Servicer or Master Servicer, as
applicable, on or prior to the related Remittance Date, (c) all Compensating
Interest with respect to the related Mortgage Loans required to be remitted by
the Company or the Master Servicer pursuant to this Agreement or the related
Servicer pursuant to the related Servicing Agreement with respect to such
Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries with
respect to the related Mortgage Loans collected during the related Prepayment
Period (to the extent such Liquidation Proceeds and Subsequent Recoveries relate
to interest), (e) all amounts relating to interest with respect to each Mortgage
Loan in the related Loan Group repurchased by the Sponsor pursuant to Sections
2.02 and 2.03 and by EMC pursuant to Section 4.20 and (f) all amounts in respect
of interest in respect of the related Loan Group paid by the Master Servicer
pursuant to Section 11.01, in each case to the extent remitted by the Company or
the related Servicer, as applicable, to the Distribution Account pursuant to
this Agreement or the related Servicing Agreement minus (ii) all amounts
relating to interest in respect of the related Loan Group required to be
reimbursed pursuant to Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set
forth in this Agreement.
Interest Only Certificates: The Class II-X Certificates and Class
II-2A-4 Certificates.
Interest Rate Cap: With respect to the Class I-A-1 Certificates and
Class I-A-2 Certificates, will be calculated based on an assumed certificate
with the aggregate Certificate Principal Balance equal to the Certificate
Principal Balance of the Class I-A-1 Certificates and Class I-A-2 Certificates
and a fixed pass-through rate of 5.750% per annum and a rate increase of 0.500%
per annum after the Group I Optional Termination Date. If the weighted average
of the Net Mortgage Rates on the Group I Loans is less than 5.750% per annum
(or, after the Group I Optional Termination Date, 6.250% per annum), the amount
of the shortfall which would occur with respect to the assumed certificate will
be allocated among the Class I-A-1 Certificates and Class I-A-2 Certificates in
proportion to their current entitlements to interest calculated without regard
to this cap. The Interest Rate Cap with respect to the Class I-M Certificates
and Class I-B Certificates will be equal to the lesser of (a) 11.00% per annum
and (b) the weighted average of the Net Mortgage Rates of the Mortgage Loans in
Loan Group I, in each case, adjusted for the actual number of days elapsed in
the related Interest Accrual Period.
For federal income tax purposes, the Interest Rate Cap shall equal (i)
with respect to each of the Class I-M Certificates and Class I-B Certificates, a
rate equivalent to the foregoing for each such Certificate, expressed as the
lesser of (a) 11.00% per annum and (b) the weighted average of the
Uncertificated REMIC I Pass-Through Rates on the REMIC I Regular Interests
(other than REMIC I Regular Interest I-P) (adjusted for the actual number of
days elapsed in the related Interest Accrual Period), and (ii) with respect to
each of the Class I-A Certificates, a rate equivalent to the foregoing for each
such Certificate, calculated using the weighted average of the Uncertificated
REMIC I Pass-Through Rates on the REMIC I Regular Interests (other than REMIC I
Regular Interest I-P) in place of the weighted average of the Net Mortgage Rates
of the Mortgage Loans in Loan Group I.
Interest Shortfall: With respect to any Distribution Date, the
aggregate shortfall, if any, in collections of interest (adjusted to the related
Net Mortgage Rates) on the related Mortgage Loans resulting from (a) Principal
Prepayments with respect to the related Loan Group in full received during the
related Prepayment Period, (b) the partial Principal Prepayments with respect to
the related Loan Group received during the related Prepayment Period to the
extent applied prior to the Due Date in the month of the Distribution Date and
(c) interest payments on the related Loan Group being limited pursuant to the
provisions of the Relief Act or similar state laws.
Latest Possible Maturity Date: With respect to the Group I Certificates
(other than the Class I-R Certificates), the Distribution Date following the
final scheduled maturity date of the Mortgage Loan in the portion of the Trust
Fund consisting of Loan Group I having the latest scheduled maturity date as of
the Cut-off Date, and with respect to the Group II Certificates (other than the
Class II-R Certificates), the Distribution Date following the final scheduled
maturity date of the Mortgage Loan in the portion of the Trust Fund consisting
of Loan Group II having the latest scheduled maturity date as of the Cut-off
Date. For purposes of the Treasury regulations under Sections 860A through 860G
of the Code, the latest possible maturity date of each Regular Interest issued
by REMIC I, REMIC II and REMIC III shall be the Latest Possible Maturity Date
applicable to the Certificates for the related portion of the Trust Fund.
LIBOR Business Day: Shall mean a day on which banks are open for
dealing in foreign currency and exchange in London and New York City.
LIBOR Certificates: Any of the Class I-A, Class II-2A, Class I-M and
Class I-B Certificates.
Liquidated Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure,
foreclosure sale, trustee's sale or other realization as provided by applicable
law governing the real property subject to the related Mortgage and any security
agreements and as to which the Company or the related Servicer has made a Final
Recovery Determination with respect thereto.
Liquidation Proceeds: Amounts, other than Insurance Proceeds, received
in connection with the partial or complete liquidation of a Mortgage Loan,
whether through trustee's sale, foreclosure sale or otherwise, or in connection
with any condemnation or partial release of a Mortgaged Property and any other
proceeds received with respect to an REO Property, less the sum of related
unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses of
liquidation, including property protection expenses and foreclosure and sale
costs, including court and reasonable attorneys fees.
Loan Group: Any of Loan Group I or Loan Group II.
Loan Group I: The Mortgage Loans included as part of Loan Group I on
the Mortgage Loan Schedule.
Loan Group II: The Mortgage Loans included as part of Loan Group II on
the Mortgage Loan Schedule.
Loan Group II-1: The Mortgage Loans included as part of Loan Group II-1
on the Mortgage Loan Schedule.
Loan Group II-2: The Mortgage Loans included as part of Loan Group II-2
on the Mortgage Loan Schedule.
Loan-to-Value Ratio: The fraction, expressed as a percentage, the
numerator of which is the original principal balance of the related Mortgage
Loan and the denominator of which is the Appraised Value of the related
Mortgaged Property.
Loss Allocation Limitation: The meaning specified in Section 6.05(c)
hereof.
LPMI Fee: Shall mean the fee payable to the insurer for each Mortgage
Loan subject to an LPMI Policy as set forth in such LPMI Policy.
LPMI Policy: A policy of mortgage guaranty insurance issued by an
insurer meeting the requirements of Fannie Mae and Freddie Mac in which the
Company or the related Servicer of the related Mortgage Loan is responsible for
the payment of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority Class I-C Certificateholder: Shall mean the Holder of a 50.01%
or greater Percentage Interest in the Class I-C Certificates.
Master Servicer: Wells Fargo Bank, National Association, in its
capacity as master servicer, and its successors and assigns.
Master Servicing Compensation: The meaning specified in Section 4.14.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Interest Distributable Amount: With respect to the Group I
Certificates (other than the Class I-P Certificates and Class I-R Certificates)
for any Distribution Date, means an amount equal to the interest accrued during
the related Interest Accrual Period at the applicable Pass-Through Rate on the
Certificate Principal Balance (or Notional Amount) of such Certificate
immediately prior to such Distribution Date, or otherwise distributable thereto,
less such Certificate's share of any Net Interest Shortfalls. The interest
portion of Realized Losses for the Mortgage Loans in Loan Group I shall be
allocated to such Certificate pursuant to Section 1.02. The Monthly Interest
Distributable Amount with respect to the Class I-A Certificates and Class I-C
Certificates is calculated on the basis of a 360-day year consisting of twelve
30-day months. The Monthly Interest Distributable Amount with respect to the
Class I-M Certificates and Class I-B Certificates is calculated on the basis of
a 360-day year and the actual number of days elapsed during the related Interest
Accrual Period. No Monthly Interest Distributable Amount shall be payable with
respect to any Class of Certificates after the Distribution Date on which the
outstanding Certificate Principal Balance (or Notional Amount) of such
Certificate has been reduced to zero.
Monthly Statement: The statement delivered pursuant to Section 6.06.
Moody's: Moody's Investors Service, Inc.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on or first priority ownership interest in an estate in fee simple in
real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee or Custodian on its behalf to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Loans: Such of the Mortgage Loans transferred and assigned to
the Trustee pursuant to the provisions hereof, as from time to time are held as
a part of the Trust Fund (including any REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the related Mortgaged Property. Any mortgage
loan that was intended by the parties hereto to be transferred to the Trust Fund
as indicated by such Mortgage Loan Schedule which is in fact not so transferred
for any reason including, without limitation, a breach of the representation
contained in Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan
hereunder until the Purchase Price with respect thereto has been paid to the
Trust Fund.
Mortgage Loan Purchase Agreement: Shall mean the Mortgage Loan Purchase
Agreement, dated as of February 28, 2006, between the Sponsor, as seller and the
Depositor, as purchaser.
Mortgage Loan Purchase Price: The price, calculated as set forth in
Section 11.01, to be paid in connection with the repurchase of the Mortgage
Loans pursuant to Section 11.01.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Company or the Master Servicer to reflect the deletion of
Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant
to the provisions of this Agreement) transferred to the Trustee as part of the
Trust Fund and from time to time subject to this Agreement, the initial Mortgage
Loan Schedule being attached hereto as Exhibit B, setting forth the following
information with respect to each Mortgage Loan:
(i) the loan number;
(ii) the Loan Group;
(iii) the Mortgage Rate in effect as of the Cut-off Date;
(iv) the Servicer (or the Company, if it services the
Mortgage Loan), the Servicing Fee Rate;
(v) the LPMI Fee, if applicable;
(vi) the Net Mortgage Rate in effect as of the Cut-off
Date;
(vii) the maturity date;
(viii) the original principal balance;
(ix) the Cut-off Date Principal Balance;
(x) the original term;
(xi) the remaining term;
(xii) the property type; and
(xiii) the MIN with respect to each Mortgage Loan.
Such schedule shall also set forth the aggregate Cut-off Date Principal Balance
for all of the Mortgage Loans in each Loan Group.
Mortgage Note: The original executed note or other evidence of
indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note.
Mortgaged Property: The underlying property securing a Mortgage Loan.
Mortgagor: The obligors on a Mortgage Note.
Net Interest Shortfalls: The Interest Shortfalls net of payments by the
related Servicer or the Master Servicer in respect of Compensating Interest.
Net Monthly Excess Cashflow: With respect to any Distribution Date and
Loan Group I, the sum of (a) any Group I Overcollateralization Release Amount
for such Distribution Date and (b) the Remaining Excess Spread for Loan Group I
for such Distribution Date.
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the related Mortgage Rate less the sum of (i) the Servicing
Fee Rate and (ii) the rate at which the LPMI Fee is calculated, if any.
Net WAC Rate Carryover Amount: With respect to each Class of Group I
Offered Certificates and Class I-B-4 Certificates and any Distribution Date, an
amount equal to the sum of (i) the excess, if any, of (x) the amount of interest
such Class would have been entitled to receive on such Distribution Date if the
Pass-Through Rate applicable to such Class would not have been reduced by the
related Interest Rate Cap on such Distribution Date over (y) the amount of
interest paid on such Distribution Date if the Pass-Through Rate is limited by
the related Interest Rate Cap plus (ii) the related Net WAC Rate Carryover
Amount for the previous Distribution Date not previously distributed together
with interest thereon at a rate equal to the Pass-Through Rate for such Class
for the most recently ended Interest Accrual Period.
Net WAC Reserve Fund: Shall mean the separate trust account created and
maintained by the Securities Administrator pursuant to Section 6.08 hereof.
Net WAC Reserve Fund Deposit: With respect to the Net WAC Reserve Fund,
an amount equal to $5,000, which the Depositor shall deposit into the Net WAC
Reserve Fund pursuant to Section 6.08 hereof.
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.
Non-Discount Mortgage Loan: With respect to Loan Group II-1 or Loan
Group II-2, any Mortgage Loan in such Loan Group with a Net Mortgage Rate
greater than or equal to 6.00% or 6.50% per annum, respectively.
Non-PO Percentage: With respect to any Mortgage Loan in Loan Group II-1
or Loan Group II-2 with a Net Mortgage Rate less than 6.00% or 6.50% per annum,
respectively, a fraction, expressed as a percentage, (x) the numerator of which
is equal to the related Net Mortgage Rate, and (y) the denominator of which is
equal to 6.00% or 6.50% per annum, respectively. With respect to Non-Discount
Mortgage Loans, 100%.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Company or the Master Servicer pursuant to this
Agreement or the related Servicer pursuant to the related Servicing Agreement,
that, in the good faith judgment of the Company, the Master Servicer or the
related Servicer, will not or, in the case of a proposed advance, would not, be
ultimately recoverable by it from the related Mortgagor, related Liquidation
Proceeds, Insurance Proceeds or otherwise.
Notice of Nonpayment: Written notice in the form of Exhibit A to the
Policy.
Notional Amount: With respect to the Class II-X Certificates, the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II-1 and
in Loan Group II-2. For federal income tax purposes, however, the Notional
Amount of the Class II-X Certificates is an amount equal to the Uncertificated
Notional Amount of REMIC IV Regular Interest II-X.
With respect to the Class II-2A-4 Certificates, the Certificate
Principal Balance of the Class II-2A-3 Certificates. For federal income tax
purposes, however, the Notional Amount of the Class II-2A-4 Certificates is an
amount equal to the Uncertificated Principal Balance of REMIC IV Regular
Interest II-2A-3.
With respect to the Class I-C Certificates and any Distribution Date,
an amount equal to the aggregate Stated Principal Balance of the Mortgage Loans
in Loan Group I. The initial Notional Amount of the Class I-C Certificates shall
be $294,412,298.04. For federal income tax purposes, however, the Class I-C
Certificates will have a Notional Amount equal to the Uncertificated Notional
Amount of REMIC II Regular Interest I-C.
Offered Certificates: Any of the Class I-A-1, Class I-A-2, Class I-M-1,
Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-1A-1,
Class II-1A-2, Class II-1A-3, Class II-1A-4, Class II-1A-5, Class II-1A-6, Class
II-2A-1, Class II-2A-2, Class II-2A-3, Class II-2A-4, Class II-X, Class II-PO,
Class II-1R-1, Class II-1R-2, Class II-B-1, Class II-B-2 and Class II-B-3
Certificates.
Officer's Certificate: A certificate (i) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the Depositor or the
Master Servicer (or any other officer customarily performing functions similar
to those performed by any of the above designated officers and also to whom,
with respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with a particular subject) or (ii), if
provided for in this Agreement, signed by a Servicing Officer, as the case may
be, and delivered to the Depositor, the Sponsor, the Securities Administrator,
the Master Servicer and/or the Trustee, as the case may be, as required by this
Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period and the
LIBOR Certificates, the rate determined by the Securities Administrator on the
related Interest Determination Date on the basis of the rate for U.S. dollar
deposits for one month that appears on Telerate Screen Page 3750 as of 11:00
a.m. (London time) on such Interest Determination Date. If such rate does not
appear on such page (or such other page as may replace that page on that
service, or if such service is no longer offered, such other service for
displaying One-Month LIBOR or comparable rates as may be reasonably selected by
the Securities Administrator), One-Month LIBOR for the applicable Interest
Accrual Period will be the Reference Bank Rate. If no such quotations can be
obtained by the Securities Administrator and no Reference Bank Rate is
available, One-Month LIBOR shall be One-Month LIBOR applicable to the preceding
Interest Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Securities Administrator and the Securities
Administrator's calculation of the rate of interest applicable to the LIBOR
Certificates for the related Interest Accrual Period shall, in the absence of
manifest error, be final and binding.
Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Sponsor, the Depositor, the Company or the Master Servicer, reasonably
acceptable to each addressee of such opinion; provided that with respect to
Section 2.05, 8.05, 8.07 or 12.01, or the interpretation or application of the
REMIC Provisions, such counsel must (i) in fact be independent of the Sponsor,
Depositor, the Company and the Master Servicer, (ii) not have any direct
financial interest in the Sponsor, Depositor, the Company or the Master Servicer
or in any affiliate of either, and (iii) not be connected with the Sponsor,
Depositor, the Company or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
Original Subordinate Principal Balance: As of any Distribution Date,
shall mean the aggregate Certificate Principal Balance of the Group II
Subordinate Certificates as of the Closing Date.
Original Value: The value of the property underlying a Mortgage Loan
based, in the case of the purchase of the underlying Mortgaged Property, on the
lower of an appraisal or the sales price of such property or, in the case of a
refinancing, on an appraisal.
Originator: With respect to each Mortgage Loan, shall mean the
originator set forth in the Mortgage Loan Schedule for such Mortgage Loan.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:
(a) Certificates theretofore canceled by the Securities
Administrator or delivered to the Securities Administrator for cancellation; and
(b) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the Securities
Administrator pursuant to this Agreement.
Outstanding Mortgage Loan: As of any date of determination, a Mortgage
Loan with a Stated Principal Balance greater than zero that was not the subject
of a Principal Prepayment in full, and that did not become a Liquidated Loan,
prior to the end of the related Prepayment Period.
Ownership Interest: As to any Certificate, any ownership interest in
such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.
Pass-Through Rate: With respect to each Class of Certificates (other
than the Class II-PO, Class I-P, Class II-P and Class R Certificates), the Class
I-A-1 Pass-Through Rate, Class I-A-2 Pass-Through Rate, Class I-M-1 Pass-Through
Rate, Class I-M-2 Pass-Through Rate, Class I-M-3 Pass-Through Rate, Class I-B-1
Pass-Through Rate, Class I-B-2 Pass-Through Rate, Class I-B-3 Pass-Through Rate,
Class I-B-4 Pass-Through Rate, Class II-1A-1 Pass-Through Rate, Class II-1A-2
Pass-Through Rate, Class II-1A-3 Pass-Through Rate, Class II-1A-4 Pass-Through
Rate, Class II-1A-5 Pass-Through Rate, Class II-1A-6 Pass-Through Rate, Class
II-2A-1 Pass-Through Rate, Class II-2A-2 Pass-Through Rate, Class II-2A-3
Pass-Through Rate, Class II-2A-4 Pass-Through Rate, Class II-X Pass-Through Rate
or Class II-B Pass-Through Rate, as applicable.
Paying Agent: The Securities Administrator, in its capacity as paying
agent, and its successors and assigns.
Percentage Interest: With respect to any Certificate of a specified
Class, the Percentage Interest set forth on the face thereof or the percentage
obtained by dividing the Denomination of such Certificate by the aggregate of
the Denominations of all Certificates of the such Class.
Permitted Investments: At any time, any one or more of the following
obligations and securities:
(i) obligations of the United States or any agency thereof,
provided such obligations are backed by the full faith and credit of
the United States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia receiving the
highest long-term debt rating of each Rating Agency, or such lower
rating as will not result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving the highest commercial or finance company paper rating of
each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any
state thereof and subject to supervision and examination by federal
and/or state banking authorities (including the Trustee in its
commercial banking capacity), provided that the commercial paper and/or
long term unsecured debt obligations of such depository institution or
trust company are then rated one of the two highest long-term and the
highest short-term ratings of each such Rating Agency for such
securities, or such lower ratings as will not result in the downgrading
or withdrawal of the rating then assigned to the Certificates by any
Rating Agency;
(v) demand or time deposits or certificates of deposit issued
by any bank or trust company or savings institution to the extent that
such deposits are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation containing, at the time of the
issuance of such agreements, such terms and conditions as will not
result in the downgrading or withdrawal of the rating then assigned to
the Certificates by any such Rating Agency;
(vii) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case entered into
with a depository institution or trust company (acting as principal)
described in clause (iv) above;
(viii) securities (other than stripped bonds, stripped coupons
or instruments sold at a purchase price in excess of 115% of the face
amount thereof) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any
state thereof which, at the time of such investment, have one of the
two highest long term ratings of each Rating Agency (except if the
Rating Agency is Moody's, such rating shall be the highest commercial
paper rating of Moody's for any such securities), or such lower rating
as will not result in the downgrading or withdrawal of the rating then
assigned to the Certificates by any Rating Agency, as evidenced by a
signed writing delivered by each Rating Agency;
(ix) interests in any money market fund (including any such
fund managed or advised by the Trustee or Master Servicer or any
affiliate thereof) which at the date of acquisition of the interests in
such fund and throughout the time such interests are held in such fund
has the highest applicable long term rating by each Rating Agency or
such lower rating as will not result in the downgrading or withdrawal
of the ratings then assigned to the Certificates by each Rating Agency;
(x) short term investment funds sponsored by any trust company
or banking association incorporated under the laws of the United States
or any state thereof (including any such fund managed or advised by the
Trustee or any affiliate thereof) which on the date of acquisition has
been rated by each Rating Agency in their respective highest applicable
rating category or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency; and
(xi) such other investments having a specified stated maturity
and bearing interest or sold at a discount acceptable to each Rating
Agency as will not result in the downgrading or withdrawal of the
rating then assigned to the Certificates by any Rating Agency, as
evidenced by a signed writing delivered by each Rating Agency;
provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep discount; provided further that no such
instrument shall be a Permitted Investment (A) if such instrument evidences
principal and interest payments derived from obligations underlying such
instrument and the interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations, or (B) if it may be redeemed at a price below the
purchase price (the foregoing clause (B) not to apply to investments in units of
money market funds pursuant to clause (vi) above); provided further that no
amount beneficially owned by any REMIC may be invested in investments (other
than money market funds) treated as equity interests for federal income tax
purposes, unless the Master Servicer shall receive an Opinion of Counsel, at the
expense of the Master Servicer, to the effect that such investment will not
adversely affect the status of any such REMIC as a REMIC under the Code or
result in imposition of a tax on any such REMIC. Permitted Investments that are
subject to prepayment or call may not be purchased at a price in excess of par.
Permitted Transferee: Any Person (x) other than (i) the United States,
any State or political subdivision thereof, any possession of the United States
or any agency or instrumentality of any of the foregoing, (ii) a foreign
government, International Organization or any agency or instrumentality of
either of the foregoing, (iii) an organization (except certain farmers'
cooperatives described in section 521 of the Code) that is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by section 511 of
the Code on unrelated business taxable income) on any excess inclusions (as
defined in section 860E(c)(1) of the Code) with respect to any Residual
Certificate, (iv) rural electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code or (v) an electing large partnership within the
meaning of Section 775(a) of the Code, (y) that is a citizen or resident of the
United States, a corporation, partnership (other than a partnership that has any
direct or indirect foreign partners) or other entity (treated as a corporation
or a partnership for federal income tax purposes), created or organized in or
under the laws of the United States, any State thereof or the District of
Columbia, an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other than
any other Person so designated by the Trustee or Securities Administrator based
upon an Opinion of Counsel addressed to the Trustee or Securities Administrator
(which shall not be an expense of the Trustee or Securities Administrator) that
states that the Transfer of an Ownership Interest in a Residual Certificate to
such Person may cause REMIC I, REMIC II or REMIC III to fail to qualify as a
REMIC at any time that any Certificates are Outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of Freddie Mac, a majority of its board
of directors is not selected by such government unit.
Person: Any individual, corporation, partnership, joint venture,
association, joint- stock company, limited liability company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.
PO Percentage: With respect to Loan Group II-1 and any related Discount
Mortgage Loan a fraction, expressed as a percentage, equal to 6.00% per annum
minus the Net Mortgage Rate thereof divided by 6.00% per annum, and with respect
to Loan Group II-2 and any related Discount Mortgage Loan a fraction, expressed
as a percentage, equal to 6.50% per annum minus the Net Mortgage Rate thereof
divided by 6.50% per annum.
Prepayment Assumption: The applicable rate of prepayment, as described
in the Prospectus Supplement relating to each Class of Offered Certificates.
Prepayment Charge: Any prepayment premium, penalty or charge payable by
a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan
pursuant to the terms of the related Mortgage Note.
Prepayment Charge Waiver Amount: Any amount paid by the Company or
related Servicer to the Master Servicer in respect of waived Prepayment Charges
pursuant to Section 5.01(a).
Prepayment Interest Excess: With respect to any Distribution Date, for
each EMC Mortgage Loan that was the subject of a Principal Prepayment in full or
in part during the portion of the related Prepayment Period occurring between
the first day of the calendar month in which such Distribution Date occurs and
the Determination Date of the calendar month in which such Distribution Date
occurs, an amount equal to interest (to the extent received) at the applicable
Net Mortgage Rate on the amount of such Principal Prepayment for the number of
days commencing on the first day of the calendar month in which such
Distribution Date occurs and ending on the last date through which interest is
collected from the related Mortgagor.
Prepayment Interest Shortfall: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a partial Principal Prepayment, a
Principal Prepayment in full, or that became a Liquidated Loan during the
related Prepayment Period, (other than a Principal Prepayment in full resulting
from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 4.20 or
11.01 hereof), the amount, if any, by which (i) one month's interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage
Loan immediately prior to such prepayment (or liquidation) or in the case of a
partial Principal Prepayment on the amount of such prepayment (or liquidation
proceeds) exceeds (ii) the amount of interest paid or collected in connection
with such Principal Prepayment or such liquidation proceeds less the sum of (a)
the related Servicing Fee and (b) the LPMI Fee, if any.
Prepayment Period: As to any Distribution Date and (i) each EMC
Mortgage Loan, the period commencing on the 16th day of the month prior to the
month in which the related Distribution Date occurs and ending on the 15th day
of the month in which such Distribution Date occurs and (ii) any other Mortgage
Loan, the period set forth in the related Servicing Agreement.
Primary Mortgage Insurance Policy: Any primary mortgage guaranty
insurance policy issued in connection with a Mortgage Loan which provides
compensation to a Mortgage Note holder in the event of default by the obligor
under such Mortgage Note or the related security instrument, if any or any
replacement policy therefor through the related Interest Accrual Period for such
Class relating to a Distribution Date.
Principal Distribution Amount: With respect to Loan Group I and any
Distribution Date, the sum of (a) the Group I Basic Principal Distribution
Amount for such Distribution Date and (b) any Group I Extra Principal
Distribution Amount for such Distribution Date.
Principal Funds: With respect to any Distribution Date and each Loan
Group, (i) the sum, without duplication, of (a) all scheduled principal
collected on the related Mortgage Loans during the related Due Period, (b) all
Advances relating to principal made with respect to the Mortgage Loans in the
related Loan Group remitted by the related Servicer or Master Servicer, as
applicable, on or prior to the Remittance Date, (c) Principal Prepayments with
respect to the Mortgage Loans in the related Loan Group exclusive of Prepayment
Charges or penalties collected during the related Prepayment Period, (d) the
Stated Principal Balance of each Mortgage Loan in the related Loan Group that
was repurchased by the Sponsor pursuant to Sections 2.02 or 2.03 or by EMC
pursuant to Section 4.20, (e) the aggregate of all Substitution Adjustment
Amounts with respect to the related Mortgage Loans for the related Determination
Date in connection with the substitution of related Mortgage Loans pursuant to
Section 2.03(d), (e) all Liquidation Proceeds and Subsequent Recoveries with
respect to the Mortgage Loans in the related Loan Group collected during the
related Prepayment Period (to the extent such Liquidation Proceeds and
Subsequent Recoveries relate to principal) and remitted by the Company or the
related Servicer to the Distribution Account pursuant to this Agreement or the
related Servicing Agreement and (f) amounts in respect of principal paid by the
Majority Class I-C Certificateholder or EMC and its designee, as applicable,
pursuant to Section 11.01 minus (ii) all related amounts required to be
reimbursed pursuant to Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set
forth in this Agreement.
Principal Remittance Amount: With respect to each Distribution Date and
Loan Group I, the sum of the amounts listed in clauses (a) through (e) of the
definition of Principal Funds.
Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 4.20 and 11.01 hereof) that
is received in advance of its scheduled Due Date and is not accompanied by an
amount as to interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the Company or the related Servicer, as
appropriate, in accordance with the terms of the related Mortgage Note.
Private Certificates: Any of the Class I-B-4, Class II-B-4, Class
II-B-5, Class II-B-6, Class I-C, Class I-P, Class II-P, Class I-R-1, Class I-R-2
and Class I-R-3 Certificates.
Prospectus Supplement: The Prospectus Supplement dated February 28,
2006 relating to the public offering of the Offered Certificates.
Protected Account: Each account established and maintained by the
Company with respect to receipts on the Mortgage Loans and REO Property in
accordance with Section 5.01 hereof or by the related Servicer in accordance
with the related Servicing Agreement.
PUD: A Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to be
repurchased by the Sponsor pursuant to Section 2.02 or 2.03 hereof, an amount
equal to the sum of (i) 100% of the outstanding principal balance of the
Mortgage Loan as of the date of such purchase plus (ii) accrued interest thereon
at the applicable Mortgage Rate through the first day of the month in which the
Purchase Price is to be distributed to Certificateholders, reduced by any
portion of the Servicing Fee, Servicing Advances and Advances payable to the
purchaser of the Mortgage Loan plus and (iii) any costs and damages (if any)
incurred by the Trust in connection with any violation of such Mortgage Loan of
any predatory lending laws.
Rating Agency: Each of Moody's and S&P. If any such organization or its
successor is no longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
Realized Loss: With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid principal balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, minus (v) the proceeds, if
any, received in respect of such Mortgage Loan during the calendar month in
which such Final Recovery Determination was made, net of amounts that are
payable therefrom to the Company pursuant to this Agreement or the applicable
Servicer pursuant to the related Servicing Agreement. In addition, to the extent
the Master Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be
reduced to the extent such recoveries are distributed to any Class of related
Subordinate Certificates or applied to increase Excess Spread on the related
Loan Group on any Distribution Date.
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I or REMIC III, as
applicable, plus (ii) accrued interest from the Due Date as to which interest
was last paid by the Mortgagor in respect of the related Mortgage Loan through
the end of the calendar month immediately preceding the calendar month in which
such REO Property was acquired, calculated in the case of each calendar month
during such period (A) at an annual rate equal to the annual rate at which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as of
the close of business on the Distribution Date during such calendar month, plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired and
ending with the calendar month in which such Final Recovery Determination was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
With respect to each Mortgage Loan which has become the subject of a
Debt Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly Payment.
Record Date: With respect to all of the Certificates (other than the
Class I-A, Class II-2A, Class I-M Certificates and the Class I-B Certificates)
and any Distribution Date, 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 the Class I-A, Class II-2A, Class I-M Certificates
and the Class I-B Certificates, so long as such Certificates are Book-Entry
Certificates, the Business Day preceding such Distribution Date, and otherwise,
the close of business on the last Business Day of the month preceding the month
in which such Distribution Date occurs.
Reference Banks: Shall mean leading banks selected by the Securities
Administrator and engaged in transactions in Eurodollar deposits in the
international Eurocurrency market (i) with an established place of business in
London, (ii) which have been designated as such by the Securities Administrator
and (iii) which are not controlling, controlled by, or under common control
with, the Depositor, the Sponsor or the Master Servicer.
Reference Bank Rate: With respect to any Interest Accrual Period shall
mean the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the offered rates for United States dollar deposits for
one month that are quoted by the Reference Banks as of 11:00 a.m., New York City
time, on the related Interest Determination Date to prime banks in the London
interbank market for a period of one month in an amount approximately equal to
the aggregate Certificate Principal Balance of the LIBOR Certificates for such
Interest Accrual Period, provided that at least two such Reference Banks provide
such rate. If fewer than two offered rates appear, the Reference Bank Rate will
be the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New York
City, selected by the Securities Administrator, as of 11:00 a.m., New York City
time, on such date for loans in United States dollars to leading European banks
for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the LIBOR Certificates for such Interest
Accrual Period.
Regular Certificate: Any Certificate other than a Residual Certificate.
Regular Interest: A "regular interest" in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.
Relief Act: The Servicemembers Civil Relief Act, as amended, or any
similar state or local law.
Remaining Excess Spread: With respect to Loan Group I and any
Distribution Date, the Excess Spread for Loan Group I, less any Group I
Overcollateralization Increase Amount, in each case, for such Distribution Date.
REMIC: A "real estate mortgage investment conduit" within the meaning
of section 860D of the Code.
REMIC I: The segregated pool of assets described in Section 6.07(a).
REMIC I Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of Loan Group I and related REO Properties then
outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC I
Regular Interest AA minus the REMIC I Marker Rate, divided by (b) 12.
REMIC I Marker Rate: With respect to REMIC II Regular Interest I-C and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular
Interests (other than REMIC I Regular Interests AA and I-P), with the rate on
each such REMIC I Regular Interest (other than REMIC I Regular Interest ZZ)
subject to a cap equal to the Uncertificated REMIC II Pass-Through Rate for the
Corresponding Interest and with the rate on REMIC I Regular Interest ZZ subject
to a cap of zero for the purpose of this calculation; provided, however, that
solely for this purpose, the related cap with respect to each REMIC I Regular
Interest (other than REMIC I Regular Interests AA, ZZ and I-P) shall be
multiplied by a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days in the Interest Accrual Period.
REMIC I Maximum Interest Deferral Amount: With respect to any
Distribution Date, the excess of (i) accrued interest at the Uncertificated
REMIC I Pass-Through Rate applicable to REMIC I Regular Interest ZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance of
REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization Amount, in
each case for such Distribution Date, over (ii) the Uncertificated Accrued
Interest on each REMIC I Regular Interest for which a REMIC II Regular Interest
is a Corresponding Interest for such Distribution Date, with the rate on each
such REMIC I Regular Interest subject to a cap equal to the Uncertificated REMIC
II Pass-Through Rate for the Corresponding Interest; provided, however, that
solely for this purpose, the related cap with respect to each REMIC I Regular
Interest (other than REMIC I Regular Interests AA, ZZ and I-P) shall be
multiplied by a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days in the Interest Accrual Period.
REMIC I Overcollateralization Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balance of the
REMIC I Regular Interests (other than REMIC I Regular Interest I-P) minus (ii)
the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest
for which a REMIC II Regular Interest is a Corresponding Interest, in each case
as of such date of determination.
REMIC I Overcollateralization Target Amount: 1% of the Group I
Overcollateralization Target Amount.
REMIC I Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of Loan Group I and related REO Properties then outstanding
and (ii) 1 minus a fraction, the numerator of which is two (2) times the
aggregate Uncertificated Principal Balance of each REMIC I Regular Interest for
which a REMIC II Regular Interest is a Corresponding Interest, and the
denominator of which is the aggregate Uncertificated Principal Balance of each
REMIC I Regular Interest for which a REMIC II Regular Interest is a
Corresponding Interest and REMIC I Regular Interest ZZ.
REMIC I Regular Interests: REMIC I Regular Interest AA, REMIC I Regular
Interest I-A-1, REMIC I Regular Interest I-M-1, REMIC I Regular Interest I-M-2,
REMIC I Regular Interest I-M-3, REMIC I Regular Interest I-B-1, REMIC I Regular
Interest I-B-2, REMIC I Regular Interest I-B-3, REMIC I Regular Interest I-B-4,
REMIC I Regular Interest ZZ and REMIC I Regular Interest I-P.
REMIC I Regular Interest AA: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest AA 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.
REMIC I Regular Interest I-A-1: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-A-1 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.
REMIC I Regular Interest I-B-1: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-B-1 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.
REMIC I Regular Interest I-B-2: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-B-2 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.
REMIC I Regular Interest I-B-3: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-B-3 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.
REMIC I Regular Interest I-B-4: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-B-4 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.
REMIC I Regular Interest I-M-1: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-M-1 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.
REMIC I Regular Interest I-M-2: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-M-2 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.
REMIC I Regular Interest I-M-3: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-M-3 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.
REMIC I Regular Interest I-P: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-P will not accrue
interest and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC I Regular Interest ZZ: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest ZZ 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.
REMIC II: The segregated pool of assets described in the Preliminary
Statement consisting of the REMIC I Regular Interests.
REMIC II Regular Interests: REMIC II Regular Interest I-A-1, REMIC II
Regular Interest I-M-1, REMIC II Regular Interest I-M-2, REMIC II Regular
Interest I-M-3, REMIC II Regular Interest I-B-1, REMIC II Regular Interest
I-B-2, REMIC II Regular Interest I-B-3, REMIC II Regular Interest I-B-4, REMIC
II Regular Interest I-C and REMIC II Regular Interest I-P.
REMIC II Regular Interest I-A-1: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-A-1 shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC II Regular Interest I-B-1: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-B-1 shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC II Regular Interest I-B-2: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-B-2 shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC II Regular Interest I-B-3: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-B-3 shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC II Regular Interest I-B-4: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-B-4 shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC II Regular Interest I-C: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-C shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time and shall not be entitled to distributions of principal.
REMIC II Regular Interest I-C Distribution Amount: With respect to any
Distribution Date, the Uncertificated Accrued Interest for REMIC II Regular
Interest I-C for such Distribution Date; provided, however, that on and after
the Distribution Date on which the Certificate Principal Balances of the Group I
Offered Certificates and Class I-B-4 Certificates have been reduced to zero, the
REMIC II Regular Interest I-C Distribution Amount shall include the Group I
Overcollateralized Amount.
REMIC II Regular Interest I-M-1: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-M-1 shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC II Regular Interest I-M-2: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-M-2 shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC II Regular Interest I-M-3: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-M-3 shall accrue
interest at the related Uncertificated REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC II Regular Interest I-P: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest I-P will not accrue
interest and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC III: The segregated pool of assets described in Section 6.07(a).
REMIC III Regular Interests: REMIC III Regular Interest II-X, REMIC III
Regular Interest 1-PO, REMIC III Regular Interest 2-PO, REMIC III Regular
Interest II-P, REMIC III Regular Interest 1-ZZZ, REMIC III Regular Interest
2-ZZZ, REMIC III Regular Interest 1-Sub, REMIC III Regular Interest 2-Sub and
REMIC III Regular Interest II-1R-2.
REMIC III Regular Interest 1-Sub: One of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III Regular Interest 1-Sub shall accrue
interest at the related Uncertificated REMIC III Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC III Regular Interest 2-Sub: One of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III Regular Interest 2-Sub shall accrue
interest at the related Uncertificated REMIC III Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC III Regular Interest 1-ZZZ: One of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III Regular Interest 1-ZZZ shall accrue
interest at the related Uncertificated REMIC III Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC III Regular Interest 2-ZZZ: One of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III Regular Interest 2-ZZZ shall accrue
interest at the related Uncertificated REMIC III Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC III Regular Interest II-1R-2: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
II-1R-2 will not accrue interest and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC III Regular Interest II-P: One of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III Regular Interest II-P will not accrue
interest and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC III Regular Interest 1-PO: One of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III Regular Interest 1-PO will not accrue
interest and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC III Regular Interest 2-PO: One of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III Regular Interest 2-PO will not accrue
interest and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC III Regular Interest II-X: One of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III Regular Interest II-X shall accrue
interest at the related Uncertificated REMIC III Pass-Through Rate in effect
from time to time and shall not be entitled to distributions of principal.
REMIC III Subordinated Balance Ratio: The ratio among the
Uncertificated Principal Balances of each of the REMIC III Regular Interests
ending with the designation "Sub," equal to the ratio among, with respect to
each such REMIC III Regular Interest, the excess of (x) the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group II-1 and Loan Group II-2
(other than any principal balance attributable to the related Class II-PO
Components of the Class II-PO Certificates), as applicable, over (y) the
aggregate Certificate Principal Balance of the related Group II Senior
Certificates (other than the portion of the Certificate Principal Balance
attributable to the related Class II-PO Components of the Class II-PO
Certificates).
REMIC IV: The segregated pool of assets described in the Preliminary
Statement consisting of the REMIC III Regular Interests.
REMIC IV Regular Interests: REMIC IV Regular Interest II-1A-1, REMIC IV
Regular Interest II-1A-2, REMIC IV Regular Interest II-1A-3, REMIC IV Regular
Interest II-1A-4, REMIC IV Regular Interest II-1A-5, REMIC IV Regular Interest
II-1A-6, REMIC IV Regular Interest II-2A-1, REMIC IV Regular Interest II-2A-2,
REMIC IV Regular Interest II-2A-3, REMIC IV Regular Interest II-X, REMIC IV
Regular Interest II-1PO, REMIC IV Regular Interest II-2PO, REMIC IV Regular
Interest II-B-1, REMIC IV Regular Interest II-B-1, REMIC IV Regular Interest
II-B-2, REMIC IV Regular Interest II-B-3, REMIC IV Regular Interest II-B-4,
REMIC IV Regular Interest II-B-5, REMIC IV Regular Interest II-B-6 and REMIC IV
Regular Interest II-P.
REMIC IV Regular Interest II-1A-1: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-1A-1 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-1A-2: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-1A-2 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-1A-3: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-1A-3 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-1A-4: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-1A-4 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-1A-5: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-1A-5 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-1A-6: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-1A-6 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-1PO: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-1PO will not accrue
interest and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-2PO: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-2PO will not accrue
interest and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-2A-1: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-2A-1 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-2A-2: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-2A-2 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-2A-3: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-2A-3 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-B-1: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-B-1 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-B-2: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-B-2 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-B-3: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-B-3 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-B-4: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-B-4 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-B-5: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-B-5 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-B-6: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-B-6 shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-P: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-P will not accrue
interest and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC IV Regular Interest II-X: One of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and designated as a
Regular Interest in REMIC IV. REMIC IV Regular Interest II-X shall accrue
interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from
time to time and shall not be entitled to distributions of principal.
REMIC V: The segregated pool of assets described in the Preliminary
Statement consisting of the REMIC II Regular Interests and REMIC IV Regular
Interests
REMIC V Certificates: The Regular Certificates and the Class I-R-3
Certificates.
REMIC Opinion: Shall mean an Opinion of Counsel to the effect that the
proposed action will not have an adverse affect on any REMIC created hereunder.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of the Code, and related provisions, and proposed, temporary and final
regulations and published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time, as well as
provisions of applicable state laws.
REMIC Regular Interest: A REMIC I Regular Interest, REMIC II Regular
Interest, REMIC III Regular Interest, REMIC IV Regular Interest or the Regular
Interests the ownership of which is represented by the Class I-A-1 Certificates
and Class I-A-2 Certificates.
Remittance Date: Shall mean (i) with respect to the Company, the 23rd
calendar day of each month or, if such day is not a Business Day, the Business
Day immediately preceding the 23rd day of each month, and (ii) with respect to
the related Servicer, the date specified in the related Servicing Agreement.
Remittance Report: As defined in Section 6.04(g).
REO Imputed Interest: As to any REO Property, for any calendar month
during which such REO Property was at any time part of REMIC I or REMIC II, one
month's interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such REO Property (or, in the case of the first such calendar month,
of the related Mortgage Loan, if appropriate) as of the close of business on the
Distribution Date in such calendar month.
REO Property: A Mortgaged Property acquired by the Company or the
related Servicer through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan or Mortgage Loans in the
aggregate substituted by the Sponsor for a Deleted Mortgage Loan, which must, on
the date of such substitution, as confirmed in a Request for Release, (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution, not in excess of, and not
less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) have a fixed Mortgage Rate not less than or more than 1% per annum higher
than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or
higher credit quality characteristics than that of the Deleted Mortgage Loan;
(iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (v) have a remaining term to maturity no greater than (and not more than
one year less than) that of the Deleted Mortgage Loan; (vi) not permit
conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) have
the same lien priority as the Deleted Mortgage Loan; (viii) constitute the same
occupancy type as the Deleted Mortgage Loan or be owner occupied; and (ix)
comply with each representation and warranty set forth in Section 2.03 hereof.
Repurchase Price: With respect to each Mortgage Loan, a price equal to
(i) the outstanding principal balance of such Mortgage Loan, plus (ii) interest
on such outstanding principal balance at the Mortgage Rate (net of the Servicing
Fee Rate) from the last date through which interest has been paid to the end of
the month of repurchase, less (iii) amounts advanced by the Company or the
related Servicer in respect of such repurchased Mortgage Loan which are being
held in the Distribution Account for remittance to the Securities Administrator
plus (iv) any costs and damages (if any) incurred by the Trust in connection
with any violation of such Mortgage Loan of any anti-predatory lending laws.
Request for Release: The Request for Release to be submitted by the
Sponsor, the Company, the related Servicer or the Master Servicer to the
Custodian substantially in the form of Exhibit G. Each Request for Release
furnished to the Custodian by the Sponsor, the Company, the related Servicer or
the Master Servicer shall be in duplicate and shall be executed by an officer of
such Person or a Servicing Officer (or, if furnished electronically to the
Custodian, shall be deemed to have been sent and executed by an officer of such
Person or a Servicing Officer) of the Company or the related Servicer, as
applicable.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement or the related Servicing Agreement.
Residual Certificates: Any of the Class I-R-1, Class I-R-2, Class
I-R-3, Class II-1R-1 and Class II-1R-2 Certificates, each evidencing the sole
class of Residual Interests in the related REMIC.
Residual Interest: The sole class of "residual interests" in a REMIC
within the meaning of Section 860G(a)(2) of the Code.
Responsible Officer: With respect to the Trustee, any Vice President,
any Assistant Vice President, the Secretary, any Assistant Secretary, or any
Trust Officer with specific responsibility for the transactions contemplated
hereby, any other officer customarily performing functions similar to those
performed by any of the above designated officers or other officers of the
Trustee specified by the Trustee, as to whom, with respect to a particular
matter, such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.
S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Wells Fargo Bank, National Association, in
its capacity as securities administrator, transfer agent and paying agent
hereunder, and its successors and assigns.
Senior Certificates: Any of the Group I Senior Certificates and Group
II Senior Certificates.
Senior Percentage: With respect to Loan Group II-1 and Loan Group II-2,
the lesser of (a) 100% and (b) the percentage obtained by dividing the aggregate
Certificate Principal Balance of the related Senior Certificates (other than the
Class II-2A-4, Class II-PO and Class II-X Certificates) immediately prior to
such Distribution Date, by the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group (other than the PO Percentages thereof
with respect to the related Discount Mortgage Loans) as of the beginning of the
related Due Period.
Senior Prepayment Percentage: With respect to the Class II-1A
Certificates and Class II-2A Certificates, on any Distribution Date occurring
during the periods set forth below will be as follows:
Period (dates inclusive) Senior Prepayment
Percentage
March 25, 2006 - February 25, 2011 100%
March 25, 2011 - February 25, 2012 Senior Percentage for the related
Certificates plus 70% of the related
Subordinate Percentage.
March 25, 2012 - February 25, 2013 Senior Percentage for the related
Certificates plus 60% of the related
Subordinate Percentage.
March 25, 2013 - February 25, 2014 Senior Percentage for the related
Certificates plus 40% of the related
Subordinate Percentage.
March 25, 2014 - February 25, 2015 Senior Percentage for the related
Certificates plus 20% of the related
Subordinate Percentage.
March 25, 2015 and thereafter Senior Percentage for the related
Certificates.
Any scheduled reduction to the Senior Prepayment Percentage for the
Class II-1A Certificates and Class II-2A Certificates (other than the Class
II-2A-4 Certificates) shall not be made as of any Distribution Date unless, as
of the last day of the month preceding such Distribution Date (1) the aggregate
Stated Principal Balance of the Group II Mortgage Loans delinquent 61 days or
more (including for this purpose any such Mortgage Loans in foreclosure and such
Mortgage Loans with respect to which the related mortgaged property has been
acquired by the Trust) averaged over the last six months, as a percentage of the
aggregate Certificate Principal Balance of the Group II Subordinate Certificates
does not exceed 50% and (2) cumulative Realized Losses on the Group II Mortgage
Loans do not exceed (a) 30% of the aggregate Certificate Principal Balance of
the Group II Subordinate Certificates as of the Closing Date ("Original
Subordinate Principal Balance") if such Distribution Date occurs between and
including March 2011 and February 2012, (b) 35% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including March
2012 and February 2013, (c) 40% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including March 2013 and February
2014, (d) 45% of the Original Subordinate Principal Balance if such Distribution
Date occurs between and including March 2014 and February 2015, and (e) 50% of
the Original Subordinate Principal Balance if such Distribution Date occurs
during or after March 2015.
Notwithstanding the foregoing, if on any Distribution Date, the
percentage for Loan Group II-1 or Loan Group II-2, the numerator of which is the
aggregate Certificate Principal Balance of the related Group II Senior
Certificates (other than the Class II-PO, Class II-X and Class II-2A-4
Certificates) immediately preceding such Distribution Date, and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans in such
Loan Group (other than the PO Percentage thereof with respect to the related
Discount Mortgage Loans) as of the beginning of the related Due Period, exceeds
such percentage as of the Cut-off Date, then the Senior Prepayment Percentage
with respect to the Group II Senior Certificates for such Distribution Date will
equal 100%.
Servicer: Any of EMC, Harbourside, HSBC, American Home, Waterfield or
Wells Fargo.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable legal fees) incurred in the
performance by the Company or the related Servicer of its servicing obligations
hereunder or under the related Servicing Agreement, including, but not limited
to, the cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
and including any expenses incurred in relation to any such proceedings that
result from the Mortgage Loan being registered in the MERS(R) System, (iii) the
management and liquidation of any REO Property (including, without limitation,
realtor's commissions) and (iv) compliance with any obligations under Section
3.07 hereof to cause insurance to be maintained.
Servicing Agreement: Any of the Harbourside, HSBC or the Wells Fargo
Servicing Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d)
of Regulation AB, as such may be amended from time to time, or those Servicing
Criteria otherwise mutually agreed to by EMC, the Master Servicer and the
applicable Servicer in response to evolving interpretations of Regulation AB and
incorporated into a revised Exhibit N.
Servicing Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to 1/12th of the Servicing Fee Rate multiplied by the Stated
Principal Balance of such Mortgage Loan as of the last day of the related Due
Period.
Servicing Fee Rate: 0.250% per annum.
Servicing Modification: With respect to any Mortgage Loan that is in
default or, in the reasonable judgment of the Company or the related Servicer,
as to which default is reasonably foreseeable, any modification which is
effected by the Company or the related Servicer in accordance with the terms of
this Agreement or the related Servicing Agreement which results in any change in
the outstanding Stated Principal Balance, any change in the Mortgage Rate or any
extension of the term of such Mortgage Loan.
Servicing Officer: Any officer of the Company or the related Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans (i) in the case of the Company, whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee by the
Company on the Closing Date pursuant to this Agreement, as such list may from
time to time be amended and (ii) in the case of the related Servicer, as to
which evidence reasonably acceptable to the Trustee, as applicable, of due
authorization, by such party has been furnished from time to time to the
Trustee.
Sponsor: EMC Mortgage Corporation, a Delaware corporation, and its
successors and assigns, in its capacity as seller of the Mortgage Loans to the
Depositor.
Startup Day: The Startup Day for each REMIC formed hereunder shall be
the Closing Date.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property and any Distribution Date, the Cut-off Date Principal Balance
thereof minus the sum of (i) the principal portion of the Scheduled Payments due
with respect to such Mortgage Loan during each Due Period ending prior to such
Distribution Date (and irrespective of any delinquency in their payment), (ii)
all Principal Prepayments with respect to such Mortgage Loan received prior to
or during the related Prepayment Period, and all Liquidation Proceeds to the
extent applied by the Company or the related Servicer as recoveries of principal
in accordance with Section 3.09 or the related Servicing Agreement with respect
to such Mortgage Loan, that were received by the Company or the related Servicer
as of the close of business on the last day of the Prepayment Period related to
such Distribution Date and (iii) any Realized Losses on such Mortgage Loan
incurred during the related Prepayment Period. The Stated Principal Balance of a
Liquidated Loan equals zero.
Subordinate Certificates: Any of the Group I Subordinate Certificates
and Group II Subordinate Certificates.
Subordinate Certificate Writedown Amount: With respect to the Group II
Subordinate Certificates, the amount by which (x) the sum of the Certificate
Principal Balances of the Group II Certificates (other than the Class II-1R,
Class II-P, Class II-2A-4, and Class II-X Certificates) (after giving effect to
the distribution of principal and the allocation of Realized Losses in reduction
of the Certificate Principal Balances of such Group II Certificates on such
Distribution Date) exceeds (y) the Stated Principal Balances of the Mortgage
Loans in Loan Group II on the Due Date related to such Distribution Date.
Subordinate Optimal Principal Amount: With respect to the Group II
Subordinate Certificates and each Distribution Date will be an amount equal to
the sum of the following from the related Loan Group (but in no event greater
than the aggregate Certificate Principal Balance of the Group II Subordinate
Certificates immediately prior to such Distribution Date):
(1) the applicable Subordinate Percentage of the Non-PO Percentages of
the principal portion of all Monthly Payments due on each Mortgage Loan in the
related Loan Group on the related Due Date, as specified in the amortization
schedule at the time applicable thereto (after adjustment for previous principal
prepayments but before any adjustment to such amortization schedule by reason of
any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period);
(2) the applicable Subordinate Prepayment Percentage of the Non-PO
Percentages of the Stated Principal Balance of each Mortgage Loan in the related
Loan Group which was the subject of a prepayment in full received by the Master
Servicer during the applicable Prepayment Period;
(3) the applicable Subordinate Prepayment Percentage of the Non-PO
Percentages of all partial prepayments of principal received during the
applicable Prepayment Period for each Mortgage Loan in the related Loan Group;
(4) the excess, if any, of (a) the Net Liquidation Proceeds allocable
to principal received during the related Prepayment Period in respect of each
Liquidated Mortgage Loan in the related Loan Group over (b) the sum of the
amounts distributable to the Holders of the related Senior Certificates pursuant
to clause (4) of the definition of "Group II Senior Principal Distribution
Amount" and clause (iv) of the definition of "Class II-PO Certificate Principal
Distribution Amount" on such Distribution Date;
(5) the applicable Subordinate Prepayment Percentage of the Non-PO
Percentages of the sum of (a) the Stated Principal Balance of each Mortgage Loan
in the related Loan Group which was repurchased by EMC or its designee in
connection with such Distribution Date and (b) the difference, if any, between
the Stated Principal Balance of a Mortgage Loan in the related Loan Group that
has been replaced by the EMC or its designee with a substitute Mortgage Loan
pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date and the Stated Principal Balance of such substitute Mortgage
Loan; and
(6) on the Distribution Date on which the Certificate Principal
Balances of the related Senior Certificates (other than the Interest Only
Certificates and Class II-PO Certificates) have all been reduced to zero, 100%
of any applicable Group II Senior Principal Distribution Amount.
Subordinate Percentage: As of any Distribution Date and with respect to
each of Loan Group II-1 and Loan Group II-2, 100% minus the related Senior
Percentage for the Senior Certificates related to such Loan Group.
Subordinate Prepayment Percentage: As of any Distribution Date and with
respect to each of Loan Group II-1 and Loan Group II-2, 100% minus the related
Senior Prepayment Percentage for such Loan Group, except that on any
Distribution Date after the Certificate Principal Balance of each Class of Group
II Senior Certificates have each been reduced to zero, the Subordinate
Prepayment Percentage for the Group II Subordinate Certificates with respect to
such Loan Group will equal 100%.
Subsequent Recoveries: As of any Distribution Date, amounts received by
any Servicer or the Master Servicer during the related Due Period or surplus
amounts held by the Master Servicer to cover estimated expenses (including, but
not limited to, recoveries in respect of the representations and warranties made
by the Sponsor pursuant to the Mortgage Loan Purchase Agreement) specifically
related to a Liquidated Mortgage Loan or disposition of an REO Property prior to
the related Prepayment Period that resulted in a Realized Loss, after the
liquidation or disposition of such Mortgage Loan.
Subservicing Agreement: Any agreement entered into between the Company
and a subservicer with respect to the subservicing of any Mortgage Loan
hereunder by such subservicer.
Substitution Adjustment Amount: The meaning ascribed to such term
pursuant to Section 2.03(d).
Sub-Trust: Each of Loan Group I and Loan Group II.
Successor Master Servicer: The meaning ascribed to such term pursuant
to Section 9.01.
Tax Matters Person: The person designated as "tax matters person" in
the manner provided under Treasury Regulation Sections 1.860F-4(d) and
301.6231(a)(7)-1T. The Holder of the greatest Percentage Interest in a Class of
Residual Certificates shall be the Tax Matters Person for the related REMIC. The
Securities Administrator or any successor thereto or assignee thereof shall
serve as tax administrator hereunder and as agent for the related Tax Matters
Person.
Transaction Documents: This Agreement, the Mortgage Loan Purchase
Agreement, the Custodial Agreement and the Underwriting Agreement.
Transfer Affidavit: As defined in Section 7.02(c).
Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.
Trust or Trust Fund: The corpus of the trust created hereunder
consisting of (i) the Mortgage Loans and all interest accruing and principal due
with respect thereto after the Cut-off Date to the extent not applied in
computing the Cut-off Date Principal Balance thereof; (ii) the Class P
Certificate Accounts, the Net WAC Reserve Fund, the Class I-A-1/I-A-2 Net WAC
Reserve Account, the Distribution Account, the Distribution Account maintained
by the Securities Administrator and the Protected Accounts maintained by the
Company and the Servicers and all amounts deposited therein pursuant to the
applicable provisions of this Agreement and the Servicing Agreements; (iii)
property that secured a Mortgage Loan and has been acquired by foreclosure, deed
in lieu of foreclosure or otherwise; (iv) the mortgagee's rights under the
Insurance Policies with respect to the Mortgage Loans; (v) the Servicing
Agreements and the Assignment Agreements; (vi) the rights under the Mortgage
Loan Purchase Agreement; (vii) for the benefit of the Class I-A-2 Certificates
only, the Policy; and (viii) all proceeds of the foregoing, including proceeds
of conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property. The Net WAC Reserve Fund, Class I-A-1/I-A-2 Net WAC
Reserve Account and Prepayment Charge Waiver Amounts shall not be included in
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V.
Trustee: U.S. Bank National Association, a national banking
association, solely in its capacity as trustee for the benefit of the
Certificateholders under this Agreement, and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Uncertificated Accrued Interest: With respect to each REMIC Regular
Interest, on each Distribution Date, an amount equal to one month's interest at
the related Uncertificated REMIC I Pass-Through Rate, Uncertificated REMIC II
Pass-Through Rate, Uncertificated REMIC III Pass-Through Rate or Uncertificated
REMIC IV Pass-Through Rate, as applicable, on the Uncertificated Principal
Balance or Uncertificated Notional Amount of such REMIC Regular Interest. In
each case, Uncertificated Accrued Interest will be reduced by any Net Interest
Shortfalls and interest portion of Realized Losses in respect of Loan Group I or
Loan Group II, as applicable (allocated to such REMIC Regular Interests as set
forth in Sections 1.02 and 6.05).
Uncertificated Notional Amount: With respect to REMIC II Regular
Interest I-C, the aggregate Uncertificated Principal Balance of the REMIC I
Regular Interests (other than REMIC I Regular Interest I-P). With respect to
REMIC III Regular Interest II-X, the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group II-1 and Loan Group II-2. With respect to REMIC IV
Regular Interest II-X, an amount equal to the Uncertificated Notional Amount of
REMIC III Regular Interest II-X. With respect to the Regular Interest the
ownership of which is represented by the Class I-A-2 Certificates, an amount
equal to the Uncertificated Principal Balance of REMIC II Regular Interest
I-A-1.
Uncertificated Principal Balance: With respect to each REMIC Regular
Interest, the principal 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 such REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 6.07 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 6.05, and the
Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be
increased by interest deferrals as provided in Section 6.07(b)(i). The
Uncertificated Principal Balance of each REMIC Regular Interest shall never be
less than zero. With respect to REMIC II Regular Interest I-C as of any date of
determination, the Uncertificated Principal Balance of such REMIC Regular
Interest shall be an amount equal to the excess, if any, of (A) the then
aggregate Uncertificated Principal Balance of the REMIC I Regular Interests over
(B) the then aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests other than REMIC II Regular Interest I-C.
Uncertificated REMIC I Pass-Through Rate: With respect to any REMIC I
Regular Interest other than REMIC I Regular Interest I-P and any Distribution
Date, a per annum rate equal to the weighted average of the Net Mortgage Rates
of all of the Mortgage Loans in Loan Group I as of the first day of the related
Due Period, weighted on the basis of the Stated Principal Balances of the
Mortgage Loans in Loan Group I as of the first day of the related Due Period.
With respect to REMIC I Regular Interest I-P and any Distribution Date, 0.00%.
Uncertificated REMIC II Pass-Through Rate:
With respect to the REMIC II Regular Interests, other than REMIC II
Regular Interest I-C and REMIC II Regular Interest I-A-1, a rate per annum equal
to the Pass-Through Rate indicated for the Class of Corresponding Certificates
as set forth in the Preliminary Statement.
With respect to REMIC II Regular Interest I-A-1 and (i) any
Distribution Date which occurs on or prior to the Optional Termination Date, the
lesser of (a) 5.70% per annum and (b) the weighted average of the Uncertificated
REMIC I Pass-Through Rates on the REMIC I Regular Interests (other than REMIC I
Regular Interest I-P), weighted on the basis of the Uncertificated Principal
Balances of each such REMIC I Regular Interest, and (ii) any Distribution Date
thereafter, the lesser of (a) 6.00% per annum and (b) the weighted average of
the REMIC I Pass-Through Rates on the REMIC I Regular Interests (other than
REMIC I Regular Interest I-P), weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest.
With respect to REMIC II Regular Interest I-C, a rate per annum equal
to the percentage equivalent of a fraction, the numerator of which is the (x)
sum of the amount determined for each REMIC I Regular Interest (other than REMIC
I Regular Interest I-P) equal to the product of (a) the excess, if any, of the
Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest over
the REMIC I Marker Rate and (b) a notional amount equal to the Uncertificated
Principal Balance of such REMIC I Regular Interest, and the denominator of which
is (y) the aggregate Uncertificated Principal Balance of such REMIC I Regular
Interests
Uncertificated REMIC III Pass-Through Rate:
With respect to the REMIC III Regular Interests other than REMIC III
Regular Interests II-X, the applicable Uncertificated REMIC III Pass-Through
Rate for each such REMIC III Regular Interest as set forth in the Preliminary
Statement.
With respect to REMIC III Regular Interest II-X, a rate per annum equal
to the weighted average of the (i) weighted average of the excess, if any, of
(a) the Net Mortgage Rate on each Mortgage Loan in Loan Group II-1, over (b)
6.00% per annum and (ii) weighted average of the excess, if any, of (a) the Net
Mortgage Rate on each Mortgage Loan in Loan Group II-2, over (b) 6.50% per
annum.
Uncertificated REMIC IV Pass-Through Rate:
With respect to the REMIC IV Regular Interests, other than REMIC IV
Regular Interest II-2A-3 and REMIC IV Regular Interest II-X, a rate per annum
equal to the Pass-Through Rate indicated for the Class of Corresponding
Certificates as set forth in the Preliminary Statement.
With respect to REMIC IV Regular Interest II-2A-3, 7.500% per annum.
REMIC IV Regular Interest II-X will not have an Uncertificated REMIC IV
Pass-Through Rate, but will be entitled to 100% of the distributions made in
respect of REMIC III Regular Interest II-X.
Uncertificated REMIC V Pass-Through Rate:
With respect to REMIC V Regular Interest I-A-1 and any Distribution
Date, a rate equal to the least of (A) One-Month LIBOR plus 0.35% per annum, (B)
7.50% per annum and (C) the product of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates on the REMIC I Regular Interests
(other than REMIC I Regular Interest I-P), weighted on the basis of the
Uncertificated Principal Balances of each such REMIC I Regular Interest, and (y)
the quotient of (1) 1 over (2) 76.6666666666667%.
With respect to REMIC V Regular Interest I-A-2 and any Distribution
Date, a rate equal to the excess, if any, of (A) the Uncertificated REMIC II
Pass-Through Rate for REMIC II Regular Interest I-A-1 over (B) the least of (x)
the product of (1) One-Month LIBOR plus 0.35% per annum and (2)
76.6666666666667%, (y) the product of (1) 7.50% per annum and (2)
76.6666666666667%, and (z) the weighted average of the REMIC I Pass-Through
Rates on the REMIC I Regular Interests (other than REMIC I Regular Interest
I-P), weighted on the basis of the Uncertificated Principal Balances of each
such REMIC I Regular Interest.
Voting Rights: The portion of the voting rights of all the Group I
Certificates that is allocated to any Group I Certificate for purposes of the
voting provisions hereunder shall be allocated as follows: (i) to the Group I
Certificates (other than the Class I-P, Class I-C, Class I-R-1, Class I-R-2 and
Class I-R-3 Certificates), 94.50% of all voting rights with respect to matters
relating to Loan Group I, and 47.25% of all voting rights with respect to
matters relating to both Loan Groups, allocated among such Certificates in
proportion to their respective outstanding Certificate Principal Balances, (ii)
to the Class I-P Certificates, 1% with respect to matters relating to Loan Group
I, and 0.50% with respect to matters relating to both Loan Groups, (iii) to the
Class I-C Certificates, 3% with respect to matters relating to Loan Group I, and
1.50% with respect to matters relating to both Loan Groups, and (iv) to the
Class I-R-1 Certificates, 0.50% with respect to matters relating to Loan Group
I, and 0.25% with respect to matters relating to both Loan Groups. The portion
of the voting rights of all the Group II Certificates that is allocated to any
Group II Certificate for purposes of the voting provisions hereunder shall be
allocated as follows: (i) to the Group II Certificates (other than the Class
II-2A-4, Class II-X, Class II-P, Class II-1R-1 and Class II-1R-2 Certificates),
96.00% with respect to matters relating to Loan Group II, and 48.00% with
respect to matters relating to both Loan Groups, (ii) to each of the Class
II-2A-4, Class II-X and Class II-P Certificates, 1% with respect to matters
relating to Loan Group II, and 0.50% with respect to matters relating to both
Loan Groups, and (iii) to each of the Class II-1R-1 Certificates and Class
II-1R-2 Certificates, 0.50% with respect to matters relating to Loan Group II,
and 0.25% with respect to matters relating to both Loan Groups. The allocation
among the Certificates, other than the Class I-P, Class I-C, Class I-R-1, Class
I-R-3, Class I-R-2, Class II-X and Class II-P Certificates will be in proportion
to the Certificate Principal Balance of each such Class relative to the
Certificate Principal Balance of all other such Classes. Voting Rights will be
allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests. Matters which solely affect the Group I
Certificates or Group II Certificates will be voted on solely by the related
Classes.
Wells Fargo: Wells Fargo Bank, N.A., and any successor thereto.
Wells Fargo Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of February 28, 2006, by and among the Sponsor,
Wells Fargo and the Trustee evidencing the assignment of the Wells Fargo
Servicing Agreement to the Trust, attached hereto as Exhibit R-6.
Wells Fargo Loans: Those Mortgage Loans subject to this Agreement which
were purchased by the Sponsor from Wells Fargo pursuant to the Wells Fargo
Servicing Agreement.
Wells Fargo Servicing Agreement: The Amended and Restated Master
Seller's Warranties and Servicing Agreement, dated as of November 1, 2005, by
and between the Sponsor and Wells Fargo, as amended, attached hereto as Exhibit
Q-3, as modified by the Wells Fargo Assignment Agreement.
Section 1.02 Allocation of Certain Interest Shortfalls. For purposes of
calculating the amount of the Monthly Interest Distributable Amount for the
Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1,
Class I-B-2, Class I-B-3, Class I-B-4 and Class I-C Certificates for any
Distribution Date, (1) the aggregate amount of any Net Interest Shortfalls in
respect of Loan Group I for any Distribution Date shall be allocated first, in
reduction of amounts otherwise distributable to the Class I-C Certificates,
Class I-R-1, Class I-R-2 and Class I-R-3 Certificates, and thereafter, among the
Group I Offered Certificates and Class I-B-4 Certificates in proportion to the
amount of the Monthly Interest Distributable Amount that would have been
allocated to such Certificates in the absence of such Net Interest Shortfalls,
and (2) the interest portion of Realized Losses for Loan Group I will be
allocated first, to the Class I-C Certificates based on, and to the extent of,
one month's interest distributable to such Certificates, second to the Class
I-B-4 Certificates, third to the Class I-B-3 Certificates, fourth to the Class
I-B-2 Certificates, fifth to the Class I-B-1 Certificates, sixth to the Class
I-M-3 Certificates, seventh to the Class I-M-2 Certificates, eighth to the Class
I-M-1 Certificates, and following the Cross-Over Date, ninth to the Group I
Senior Certificates, on a pro rata basis, in each case, based on, and to the
extent of, one month's interest at the then applicable respective Pass-Through
Rates on the respective Certificate Principal Balances of each such Certificate.
For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Regular Interests (other than REMIC I Regular Interest
I-P) for any Distribution Date, the aggregate amount of any Net Interest
Shortfalls incurred in respect of Loan Group I for any Distribution Date shall
be allocated first, to Uncertificated Accrued Interest payable to REMIC I
Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount
equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively,
and thereafter among REMIC I Regular Interest AA, each REMIC I Regular Interest
for which a REMIC II Regular Interest is a Corresponding Interest and REMIC I
Regular Interest ZZ, pro rata, in each case based on, and to the extent of, one
month's interest at the then applicable respective Uncertificated REMIC I
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular Interest.
For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC II Regular Interests (other than REMIC II Regular
Interest I-P) for any Distribution Date, the aggregate amount of any Net
Interest Shortfalls incurred in respect of Loan Group I for any Distribution
Date shall be allocated first, to REMIC II Regular Interest I-C, and then, pro
rata, to each REMIC II Regular Interest for which a Class I-A, Class I-M and
Class I-B Certificate is a Corresponding Certificate, in each case based on, and
to the extent of, one month's interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances or Uncertificated Notional Amount of each such REMIC II
Regular Interest.
For purposes of calculating the amount of the Accrued Certificate
Interest for the Class II-A, Class II-X and Class II-B Certificates for any
Distribution Date, (1) the aggregate amount of any Net Interest Shortfalls in
respect of Loan Group II for any Distribution Date shall be allocated first,
among the Group II Offered Certificates and the Class II-B-4, Class II-B-5 and
Class II-B-6 Certificates in proportion to the amount of the Accrued Certificate
Interest that would have been allocated to such Certificates in the absence of
such Net Interest Shortfalls, and (2) the interest portion of Realized Losses
for Loan Group II shall be allocated first, to the Class II-B-6 Certificates,
second to the Class II-B-5 Certificates, third to the Class II-B-4 Certificates,
fourth to the Class II-B-3 Certificates, fifth to the Class II-B-2 Certificates
and sixth to the Class II-B-1 Certificates, and following the Cross-Over Date,
fourth to the Group II Senior Certificates (other than the Class II-PO
Certificates), on a pro rata basis.
For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC III Regular Interests (other than REMIC III Regular
Interest II-P, REMIC III Regular Interest 1-PO, REMIC III Regular Interest 2-PO
and REMIC III Regular Interest II-1R-2) for any Distribution Date, the aggregate
amount of any Net Interest Shortfalls incurred in respect of Loan Group II for
any Distribution Date shall be allocated among REMIC III Regular Interest 1-Sub,
REMIC III Regular Interest 1-ZZZ, REMIC III Regular Interest 2-Sub, REMIC III
Regular Interest 2-ZZZ and REMIC III Regular Interest II-X, pro rata, based on,
and to the extent of, one month's interest at the then applicable respective
Uncertificated REMIC III Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC III Regular Interest.
For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC IV Regular Interests (other than REMIC IV Regular
Interest II-P, REMIC IV Regular Interest II-1PO and REMIC IV Regular Interest
II-2PO) for any Distribution Date, the aggregate amount of any Net Interest
Shortfalls incurred in respect of Loan Group II for any Distribution Date shall
be allocated among such REMIC IV Regular Interests as such amounts are allocable
to the Corresponding Certificates; provided, however, that solely for purposes
of the foregoing, any shortfalls otherwise allocable to the Class II-2A-4
Certificates shall be deemed to be allocated to the Class II-2A-3 Certificates.
CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Trust Fund. Pursuant to the Mortgage Loan
Purchase Agreement, the Sponsor sold, transferred, assigned, set over and
otherwise conveyed to the Depositor, without recourse, all the right, title and
interest of the Sponsor in and to the assets in the Trust Fund.
The Sponsor has entered into this Agreement in consideration for the
purchase of the Mortgage Loans by the Depositor pursuant to the Mortgage Loan
Purchase Agreement and has agreed to take the actions specified herein.
The Depositor, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee
for the use and benefit of the Certificateholders without recourse, all the
right, title and interest of the Depositor in and to the Trust Fund.
The Depositor, EMC, the Master Servicer, the Securities Administrator
and the Trustee agree that it is not intended that any mortgage loan be included
in the Trust that is either (i) a "High-Cost Home Loan" as defined in the New
Jersey Home Ownership Security 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-Cost Home Loan" as defined in the Indiana Home Loan Practices Act,
effective as of January 1, 2005, (v) a "High-Cost Home Loan" as defined in the
Illinois High Risk Home Loan Act effective January 1, 2004 or (vi) a "High-Cost
Home Loan" as defined in the Kentucky High Cost Home Loan Act effective June 24,
2003.
In connection with such sale, the Depositor has delivered to, and
deposited with, the Trustee or the Custodian, as its agent, the following
documents or instruments with respect to each Mortgage Loan so assigned: (i) the
original Mortgage Note, including any riders thereto, endorsed without recourse
(A) to the order of "U.S. Bank National Association, as Trustee for
certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset Backed
Certificates, Series 2006-AC2," or (B) in the case of a loan registered on the
MERS system, in blank, and in each case showing to the extent available to the
Sponsor an unbroken chain of endorsements from the original payee thereof to the
Person endorsing it to the Trustee, (ii) the original Mortgage and, if the
related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language
indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded
(or if the original is not available, a copy), with evidence of such recording
indicated thereon (or if clause (x) in the proviso below applies, shall be in
recordable form), (iii) unless the Mortgage Loan is a MOM Loan, the assignment
(either an original or a copy, which may be in the form of a blanket assignment
if permitted in the jurisdiction in which the Mortgaged Property is located) to
the Trustee of the Mortgage with respect to each Mortgage Loan in the name of
"U.S. Bank National Association, as Trustee for certificateholders of Bear
Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series
2006-AC2," which shall have been recorded (or if clause (x) in the proviso below
applies, shall be in recordable form) (iv) an original or a copy of all
intervening assignments of the Mortgage, if any, to the extent available to the
Sponsor, with evidence of recording thereon, (v) the original policy of title
insurance or mortgagee's certificate of title insurance or commitment or binder
for title insurance, if available, or a copy thereof, or, in the event that such
original title insurance policy is unavailable, a photocopy thereof, or in lieu
thereof, a current lien search on the related Mortgaged Property and (vi)
originals or copies of all available assumption, modification or substitution
agreements, if any; provided, however, that in lieu of the foregoing, the
Sponsor may deliver the following documents, under the circumstances set forth
below: (x) if any Mortgage, assignment thereof to the Trustee or intervening
assignments thereof have been delivered or are being delivered to recording
offices for recording and have not been returned in time to permit their
delivery as specified above, the Depositor may deliver a true copy thereof with
a certification by the Sponsor or the title company issuing the commitment for
title insurance, on the face of such copy, substantially as follows: "Certified
to be a true and correct copy of the original, which has been transmitted for
recording"; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans
identified in the list set forth in Exhibit I, the Depositor may deliver a lost
note affidavit and indemnity and a copy of the original note, if available; and
provided, further, however, that in the case of Mortgage Loans which have been
prepaid in full after the Cut-off Date and prior to the Closing Date, the
Depositor, in lieu of delivering the above documents, may deliver to the Trustee
and its Custodian a certification of a Servicing Officer to such effect and in
such case shall deposit all amounts paid in respect of such Mortgage Loans, in
the Distribution Account on the Closing Date. In the case of the documents
referred to in clause (x) above, the Depositor shall deliver such documents to
the Trustee or its Custodian promptly after they are received. The Sponsor shall
cause, at its expense, the Mortgage and intervening assignments, if any, and to
the extent required in accordance with the foregoing, the assignment of the
Mortgage to the Trustee to be submitted for recording promptly after the Closing
Date provided that the Sponsor need not cause to be recorded any assignment (a)
in any jurisdiction under the laws of which, as evidenced by an Opinion of
Counsel addressed to the Trustee delivered by the Sponsor to the Trustee and the
Rating Agencies, the recordation of such assignment is not necessary to protect
the Trustee's interest in the related Mortgage Loan or (b) if MERS is identified
on the Mortgage or on a properly recorded assignment of the Mortgage as
mortgagee of record solely as nominee for Sponsor and its successors and
assigns. In the event that the Sponsor, the Depositor or the Master Servicer
gives written notice to the Trustee that a court has recharacterized the sale of
the Mortgage Loans as a financing, the Sponsor shall submit or cause to be
submitted for recording as specified above or, should the Sponsor fail to
perform such obligations, the Master Servicer shall cause each such previously
unrecorded assignment to be submitted for recording as specified above at the
expense of the Trust. In the event a Mortgage File is released to the Company or
the Servicer as a result of such Person having completed a Request for Release,
the Custodian shall, if not so completed, complete the assignment of the related
Mortgage in the manner specified in clause (iii) above.
In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Sponsor further agrees that it will cause, at the
Sponsor's own expense, within 30 days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Sponsor to the
Depositor and by the Depositor to the Trustee in accordance with this Agreement
for the benefit of the Certificateholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in
such computer files (a) the code in the field which identifies the specific
Trustee and (b) the code in the field "Pool Field" which identifies the series
of the Certificates issued in connection with such Mortgage Loans. The Sponsor
further agrees that it will not, and will not permit the Company, any Servicer
or the Master Servicer to, and the Master Servicer agrees that it will not,
alter the codes referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement or the Mortgage Loan
Purchase Agreement.
Section 2.02 Acceptance of the Mortgage Loans.
(a) Based on the Initial Certification received by it from the
Custodian, the Trustee acknowledges receipt of, subject to the further review
and exceptions reported by the Custodian pursuant to the procedures described
below, the documents (or certified copies thereof) delivered to the Trustee or
the Custodian on its behalf pursuant to Section 2.01 and declares that it holds
and will continue to hold directly or through a custodian those documents and
any amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it in trust for the use and benefit of all present and
future Holders of the Certificates. On the Closing Date, the Trustee or the
Custodian on its behalf will deliver the Sponsor, the Trustee an Initial
Certification confirming whether or not it has received the Mortgage File for
each Mortgage Loan, but without review of such Mortgage File, except to the
extent necessary to confirm whether such Mortgage File contains the original
Mortgage Note or a lost note affidavit and indemnity in lieu thereof. No later
than 90 days after the Closing Date, the Trustee or the Custodian on its behalf
shall, for the benefit of the Certificateholders, review each Mortgage File
delivered to it and execute and deliver to the Sponsor and, if reviewed by the
Custodian, the Trustee, an Interim Certification. In conducting such review, the
Trustee or the Custodian on its behalf will ascertain whether all required
documents have been executed and received and whether those documents relate,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in Exhibit B to this Agreement, as
supplemented (provided, however, that with respect to those documents described
in subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only
to documents actually delivered pursuant to such subclauses). In performing any
such review, the Trustee and the Custodian may conclusively rely on the
purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If the Trustee or the Custodian
on its behalf finds any document constituting part of the Mortgage File not to
have been executed or received, or to be unrelated to the Mortgage Loans
identified in Exhibit B or to appear to be defective on its face, the Trustee or
the Custodian on its behalf shall include such information in the exception
report. The Sponsor shall correct or cure any such defect or, if prior to the
end of the second anniversary of the Closing Date, the Sponsor may substitute
for the related Mortgage Loan a Replacement Mortgage Loan, which substitution
shall be accomplished in the manner and subject to the conditions set forth in
Section 2.03 or shall deliver to the Trustee an Opinion of Counsel addressed to
the Trustee to the effect that such defect does not materially or adversely
affect the interests of the Certificateholders within 60 days from the date of
notice from the Trustee of the defect and if the Sponsor fails to correct or
cure the defect or deliver such opinion within such period, the Sponsor will,
subject to Section 2.03, within 90 days from the notification of the Trustee
purchase such Mortgage Loan at the Purchase Price; provided, however, that if
such defect relates solely to the inability of the Sponsor to deliver the
Mortgage, assignment thereof to the Trustee, or intervening assignments thereof
with evidence of recording thereon because such documents have been submitted
for recording and have not been returned by the applicable jurisdiction, the
Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor
delivers such documents promptly upon receipt, but in no event later than 360
days after the Closing Date.
(b) No later than 180 days after the Closing Date, the Trustee
or the Custodian on its behalf will review, for the benefit of the
Certificateholders, the Mortgage Files and will execute and deliver or cause to
be executed and delivered to the Sponsor and, if reviewed by the Custodian, the
Trustee, a Final Certification. In conducting such review, the Trustee or the
Custodian on its behalf will ascertain whether each document required to be
recorded has been returned from the recording office with evidence of recording
thereon and the Trustee or the Custodian on its behalf has received either an
original or a copy thereof, as required in Section 2.01 (provided, however, that
with respect to those documents described in subclauses (iv) and (vi) of Section
2.01, such obligations shall extend only to documents actually delivered
pursuant to such subclauses). If the Trustee or the Custodian on its behalf
finds any document with respect to a Mortgage Loan has not been received, or to
be unrelated, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans identified in Exhibit B or to
appear defective on its face, the Trustee or the Custodian on its behalf shall
note such defect in the exception report attached to the Final Certification and
shall promptly notify the Sponsor. The Sponsor shall correct or cure any such
defect or, if prior to the end of the second anniversary of the Closing Date,
the Sponsor may substitute for the related Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion
of Counsel addressed to the Trustee to the effect that such defect does not
materially or adversely affect the interests of Certificateholders in such
Mortgage Loan (such determination to be made without regard to the Policy within
60 days from the date of notice from the Trustee of the defect and if the
Sponsor is unable within such period to correct or cure such defect, or to
substitute the related Mortgage Loan with a Replacement Mortgage Loan or to
deliver such opinion, the Sponsor shall, subject to Section 2.03, within 90 days
from the notification of the Trustee, purchase such Mortgage Loan at the
Purchase Price; provided, however, that if such defect relates solely to the
inability of the Sponsor to deliver the Mortgage, assignment thereof to the
Trustee or intervening assignments thereof with evidence of recording thereon,
because such documents have not been returned by the applicable jurisdiction,
the Sponsor shall not be required to purchase such Mortgage Loan, if the Sponsor
delivers such documents promptly upon receipt, but in no event later than 360
days after the Closing Date.
(c) In the event that a Mortgage Loan is purchased by the
Sponsor in accordance with subsections 2.02(a) or (b) above or Section 2.03, the
Sponsor shall remit the applicable Purchase Price to the Master Servicer, who in
turn will remit to the Securities Administrator, for deposit in the Distribution
Account and shall provide written notice to the Trustee detailing the components
of the Purchase Price, signed by a Servicing Officer. Upon deposit of the
Purchase Price in the Distribution Account and upon receipt of a Request for
Release with respect to such Mortgage Loan, the Trustee or the Custodian will
release to the Sponsor the related Mortgage File and the Trustee shall execute
and deliver all instruments of transfer or assignment, without recourse,
representation or warranty furnished to it by the Sponsor, as are necessary to
vest in the Sponsor title to and rights under the Mortgage Loan. Such purchase
shall be deemed to have occurred on the date on which the deposit into the
Distribution Account was made. The Trustee shall promptly notify the Rating
Agencies of such repurchase. The obligation of the Sponsor to cure, repurchase
or substitute for any Mortgage Loan as to which a defect in a constituent
document exists shall be the sole remedies respecting such defect available to
the Certificateholders or to the Trustee on their behalf.
(d) The Sponsor shall deliver to the Trustee or the Custodian
on its behalf, and Trustee agrees to accept the Mortgage Note and other
documents constituting the Mortgage File with respect to any Replacement
Mortgage Loan, which the Trustee or the Custodian will review as provided in
subsections 2.02(a) and 2.02(b), provided, that the Closing Date referred to
therein shall instead be the date of delivery of the Mortgage File with respect
to each Replacement Mortgage Loan.
Section 2.03 Representations, Warranties and Covenants of the
Company, the Master Servicer and the Sponsor.
(a) The Company hereby represents and warrants to the Master
Servicer, the Depositor, the Securities Administrator, the Trustee as follows,
as of the Closing Date:
(i) It is duly organized and is validly existing and
in good standing under the laws of the State of Delaware and is duly
authorized and qualified to transact any and all business contemplated
by this Agreement to be conducted by it in any state in which a
Mortgaged Property related to an EMC Mortgage Loan is located or is
otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing
business laws of any such state, to the extent necessary to ensure its
ability to enforce each EMC Mortgage Loan, to service the EMC Mortgage
Loans in accordance with the terms of this Agreement and to perform any
of its other obligations under this Agreement and any other Transaction
Documents to which it is a party in accordance with the terms hereof.
(ii) It has the full corporate power and authority to
service each EMC Mortgage Loan, and to execute, deliver and perform,
and to enter into and consummate the transactions contemplated by this
Agreement and any other Transaction Documents to which it is a party
and has duly authorized by all necessary corporate action on its part
the execution, delivery and performance of this Agreement and any other
Transaction Documents to which it is a party; and this Agreement and
any other Transaction Documents to which it is a party, assuming the
due authorization, execution and delivery hereof by the other parties
hereto, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except that (a)
the enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The execution and delivery of this Agreement
and any other Transaction Documents to which it is a party by it, the
servicing of the EMC Mortgage Loans by it under this Agreement, the
consummation of any other of the transactions contemplated by this
Agreement and any other Transaction Documents to which it is a party,
and the fulfillment of or compliance with the terms hereof are in its
ordinary course of business and will not (A) result in a breach of any
term or provision of its charter or by-laws or (B) conflict with,
result in a breach, violation or acceleration of, or result in a
default under, the terms of any other material agreement or instrument
to which it is a party or by which it may be bound, or (C) constitute a
violation of any statute, order or regulation applicable to it of any
court, regulatory body, administrative agency or governmental body
having jurisdiction over it; and it is not in breach or violation of
any material indenture or other material agreement or instrument, or in
violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction
over it which breach or violation may materially impair its ability to
perform or meet any of its obligations under this Agreement and any
other Transaction Documents to which it is a party.
(iv) It is an approved servicer of conventional
mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act.
(v) No litigation is pending or, to the best of its
knowledge, threatened, against it that would materially and adversely
affect the execution, delivery or enforceability of this Agreement and
any other Transaction Documents to which it is a party or its ability
to service the EMC Mortgage Loans or to perform any of its other
obligations under this Agreement and any other Transaction Documents to
which it is a party in accordance with the terms hereof.
(vi) No consent, approval, authorization or order of
any court or governmental agency or body is required for its execution,
delivery and performance of, or compliance with, this Agreement and any
other Transaction Documents to which it is a party or the consummation
of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same.
(b) Wells Fargo Bank, National Association, in its capacity as
Master Servicer and Securities Administrator hereby represents and warrants to
the Sponsor, the Depositor, the Trustee as follows, as of the Closing Date:
(i) It is a national banking association duly formed,
validly existing and in good standing under the laws of the United
States of America and is duly authorized and qualified to transact any
and all business contemplated by this Agreement to be conducted by the
Master Servicer and the Securities Administrator in any state in which
a Mortgaged Property is located or is otherwise not required under
applicable law to effect such qualification and, in any event, is in
compliance with the doing business laws of any such state, to the
extent necessary to ensure its ability to enforce each Mortgage Loan,
to service the Mortgage Loans in accordance with the terms of this
Agreement and any other Transaction Documents to which it is a party
and to perform any of its other obligations under this Agreement in
accordance with the terms hereof or thereof;
(ii) It has the full corporate power and authority to
execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and any other Transaction
Documents to which it is a party and has duly authorized by all
necessary corporate action on its part the execution, delivery and
performance of this Agreement and any other Transaction Documents to
which it is a party; and this Agreement and any other Transaction
Documents to which it is a party, assuming the due authorization,
execution and delivery hereof by the other parties hereto, constitutes
its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except that (a) the enforceability hereof
may be limited by bankruptcy, insolvency, moratorium, receivership and
other similar laws relating to creditors' rights generally and (b) the
remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.
(iii) The execution and delivery of this Agreement
and any other Transaction Documents to which it is a party by it, the
consummation of any other of the transactions contemplated by this
Agreement, and any other Transaction Documents to which it is a party
and the fulfillment of or compliance with the terms hereof are in its
ordinary course of business and will not (A) result in a material
breach of any term or provision of its charter or by-laws or (B)
materially conflict with, result in a material breach, violation or
acceleration of, or result in a material default under, the terms of
any other material agreement or instrument to which it is a party or by
which it may be bound, or (C) constitute a material violation of any
statute, order or regulation applicable to it of any court, regulatory
body, administrative agency or governmental body having jurisdiction
over it; and it is not in breach or violation of any material indenture
or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it
which breach or violation may materially impair its ability to perform
or meet any of its obligations under this Agreement and any other
Transaction Documents to which it is a party.
(iv) No litigation is pending or, to the best of its
knowledge, threatened, against it that would materially and adversely
affect the execution, delivery or enforceability of this Agreement and
any other Transaction Documents to which it is a party or its ability
to perform any of its other obligations under this Agreement and any
other Transaction Documents to which it is a party in accordance with
the terms hereof.
(v) No consent, approval, authorization or order of
any court or governmental agency or body is required for its execution,
delivery and performance of, or compliance with, this Agreement and any
other Transaction Documents to which it is a party or the consummation
of the transactions contemplated hereby or thereby, or if any such
consent, approval, authorization or order is required, it has obtained
the same.
(c) The Sponsor hereby represents and warrants to the
Depositor, the Securities Administrator, the Master Servicer, the Trustee as
follows, as of the Closing Date:
(i) The Sponsor is duly organized as a Delaware
corporation and is validly existing and in good standing under the laws
of the State of Delaware and is duly authorized and qualified to
transact any and all business contemplated by this Agreement and any
other Transaction Documents to which it is a party to be conducted by
the Sponsor in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing
business laws of any such state, to the extent necessary to ensure its
ability to enforce each Mortgage Loan, to sell the Mortgage Loans in
accordance with the terms of this Agreement and to perform any of its
other obligations under this Agreement and any other Transaction
Documents to which it is a party in accordance with the terms hereof or
thereof.
(ii) The Sponsor has the full corporate power and
authority to sell each Mortgage Loan, and to execute, deliver and
perform, and to enter into and consummate the transactions contemplated
by this Agreement and any other Transaction Documents to which it is a
party and has duly authorized by all necessary corporate action on the
part of the Sponsor the execution, delivery and performance of this
Agreement and any other Transaction Documents to which it is a party;
and this Agreement and any other Transaction Documents to which it is a
party, assuming the due authorization, execution and delivery hereof by
the other parties hereto or thereto, as applicable, constitutes a
legal, valid and binding obligation of the Sponsor, enforceable against
the Sponsor in accordance with its terms, except that (a) the
enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The execution and delivery of this Agreement
and any other Transaction Documents to which it is a party by the
Sponsor, the sale of the Mortgage Loans by the Sponsor under the
Mortgage Loan Purchase Agreement, the consummation of any other of the
transactions contemplated by this Agreement and any other Transaction
Documents to which it is a party, and the fulfillment of or compliance
with the terms hereof and thereof are in the ordinary course of
business of the Sponsor and will not (A) result in a breach of any term
or provision of the charter or by-laws of the Sponsor or (B) conflict
with, result in a breach, violation or acceleration of, or result in a
default under, the terms of any other material agreement or instrument
to which the Sponsor is a party or by which it may be bound, or (C)
constitute a violation of any statute, order or regulation applicable
to the Sponsor of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Sponsor; and the Sponsor
is not in breach or violation of any material indenture or other
material agreement or instrument, or in violation of any statute, order
or regulation of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it which breach or violation
may materially impair the Sponsor's ability to perform or meet any of
its obligations under this Agreement and any other Transaction
Documents to which it is a party.
(iv) The Sponsor is an approved seller of
conventional mortgage loans for Fannie Mae or Freddie Mac and is a
mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(v) No litigation is pending or, to the best of the
Sponsor's knowledge, threatened, against the Sponsor that would
materially and adversely affect the execution, delivery or
enforceability of this Agreement and any other Transaction Documents to
which it is a party or the ability of the Sponsor to sell the Mortgage
Loans or to perform any of its other obligations under this Agreement
and any other Transaction Documents to which it is a party in
accordance with the terms hereof or thereof.
(vi) No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution,
delivery and performance by the Sponsor of, or compliance by the
Sponsor with, this Agreement and any other Transaction Documents to
which it is a party or the consummation of the transactions
contemplated hereby or thereby, or if any such consent, approval,
authorization or order is required, the Sponsor has obtained the same.
(vii) As of the Closing Date, the representations and
warranties concerning the Mortgage Loans set forth in Section 7 of the
Mortgage Loan Purchase Agreement are true and correct in all material
respects.
(d) Upon discovery by any of the parties hereto of a breach of
a representation or warranty set forth in Section 7 of the Mortgage Loan
Purchase Agreement that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan (such determination to be made without
regard to the Policy), the party discovering such breach shall give prompt
written notice thereof to the other parties. The Sponsor hereby covenants with
respect to the representations and warranties set forth in Section 7 of the
Mortgage Loan Purchase Agreement, that within 90 days of the discovery of a
breach of any representation or warranty set forth therein that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
it shall cure such breach in all material respects and, if such breach is not so
cured, (i) if such 90-day period expires prior to the second anniversary of the
Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the
Trust Fund and substitute in its place a Replacement Mortgage Loan, in the
manner and subject to the conditions set forth in this Section; or (ii)
repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the
Purchase Price in the manner set forth below; provided that any such
substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
not be effected prior to the delivery to the Trustee of an Opinion of Counsel if
required by Section 2.05 hereof and any such substitution pursuant to (i) above
shall not be effected prior to the additional delivery to the Trustee of a
Request for Release. The Sponsor shall promptly reimburse the Master Servicer
and the Trustee for any expenses reasonably incurred by the Master Servicer or
the Trustee in respect of enforcing the remedies for such breach. To enable the
Securities Administrator to amend the Mortgage Loan Schedule, the Sponsor shall,
unless it cures such breach in a timely fashion pursuant to this Section 2.03,
promptly notify the Securities Administrator whether it intends either to
repurchase, or to substitute for, the Mortgage Loan affected by such breach.
With respect to the representations and warranties in Section 7 of the Mortgage
Loan Purchase Agreement that are made to the best of the Sponsor's knowledge, if
it is discovered by any of the Depositor, the Master Servicer, the Sponsor, the
Securities Administrator, the Trustee that the substance of such representation
and warranty is inaccurate and such inaccuracy materially and adversely affects
the value of the related Mortgage Loan, notwithstanding the Sponsor's lack of
knowledge with respect to the substance of such representation or warranty, the
Sponsor shall nevertheless be required to cure, substitute for or repurchase the
affected Mortgage Loan in accordance with the foregoing.
With respect to any Replacement Mortgage Loan or Loans, the Sponsor
shall deliver to the Trustee for the benefit of the Certificateholders such
documents and agreements as are required by Section 2.01. No substitution shall
be made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and shall be retained by the
Sponsor. For the month of substitution, distributions to Certificateholders will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the Sponsor shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Securities Administrator
shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to reflect the removal of such Deleted Mortgage Loan and the substitution of the
Replacement Mortgage Loan or Loans and the Securities Administrator shall
deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian.
Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject
to the terms of this Agreement in all respects, and the Sponsor shall be deemed
to have made with respect to such Replacement Mortgage Loan or Loans, as of the
date of substitution, the representations and warranties set forth in Section 7
of the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon
any such substitution and the deposit into the Distribution Account of the
amount required to be deposited therein in connection with such substitution as
described in the following paragraph and receipt by the Trustee of a Request for
Release for such Mortgage Loan, the Trustee or the Custodian shall release to
the Sponsor the Mortgage File relating to such Deleted Mortgage Loan and held
for the benefit of the Certificateholders and the Trustee shall execute and
deliver at the Sponsor's direction such instruments of transfer or assignment as
have been prepared by the Sponsor, in each case without recourse, representation
or warranty as shall be necessary to vest in the Sponsor, or its respective
designee, title to the Trustee's interest in any Deleted Mortgage Loan
substituted for pursuant to this Section 2.03.
For any month in which the Sponsor substitutes one or more Replacement
Mortgage Loans for a Deleted Mortgage Loan, the Master Servicer will determine
the amount (if any) by which the aggregate principal balance of all the
Replacement Mortgage Loans as of the date of substitution is less than the
Stated Principal Balance (after application of the principal portion of the
Scheduled Payment due in the month of substitution) of such Deleted Mortgage
Loan. An amount equal to the aggregate of such deficiencies, described in the
preceding sentence for any Distribution Date (such amount, the "Substitution
Adjustment Amount") shall be deposited into the Distribution Account by the
Securities Administrator upon receipt from the Sponsor delivering such
Replacement Mortgage Loan on the Determination Date for the Distribution Date
relating to the Prepayment Period during which the related Mortgage Loan became
required to be purchased or replaced hereunder.
In the event that the Sponsor shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be deposited into the Distribution Account
maintained by the Securities Administrator, on the Determination Date for the
Distribution Date in the month following the month during which the Sponsor
became obligated to repurchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price, the delivery of an Opinion of Counsel if required
by Section 2.05 and the receipt of a Request for Release, the Trustee or the
Custodian shall release the related Mortgage File held for the benefit of the
Certificateholders to the Sponsor, and the Trustee shall execute and deliver at
such Person's direction the related instruments of transfer or assignment
prepared by the Sponsor, in each case without recourse, representation or
warranty as shall be necessary to transfer title from the Trustee for the
benefit of the Certificateholders and transfer the Trustee's interest to the
Sponsor to any Mortgage Loan purchased pursuant to this Section 2.03. It is
understood and agreed that the obligation under this Agreement of the Sponsor to
cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
and is continuing shall constitute the sole remedies against the Sponsor
respecting such breach available to Certificateholders, the Depositor or the
Trustee.
(e) The representations and warranties set forth in Section
2.03 hereof shall survive delivery of the respective Mortgage Loans and Mortgage
Files to the Trustee or the Custodian for the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Master Servicer, the Securities
Administrator and the Trustee as follows, as of the date hereof and as of the
Closing Date:
(i) The Depositor is duly organized and is validly
existing as limited liability company in good standing under the laws
of the State of Delaware and has full power and authority necessary to
own or hold its properties and to conduct its business as now conducted
by it and to enter into and perform its obligations under this
Agreement and any other Transaction Documents to which it is a party.
(ii) The Depositor has the full power and authority
to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by, this Agreement and any other Transaction
Documents to which it is a party and has duly authorized, by all
necessary action on its part, the execution, delivery and performance
of this Agreement and any other Transaction Documents to which it is a
party; and this Agreement and any other Transaction Documents to which
it is a party, assuming the due authorization, execution and delivery
hereof and thereof by the other parties hereto and thereto, constitutes
a legal, valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms, subject, as to
enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights generally
and (ii) general principles of equity, regardless of whether
enforcement is sought in a proceeding in equity or at law.
(iii) The execution and delivery of this Agreement
and any other Transaction Documents to which it is a party by the
Depositor, the consummation of the transactions contemplated by this
Agreement and any other Transaction Documents to which it is a party,
and the fulfillment of or compliance with the terms hereof are in the
ordinary course of business of the Depositor and will not (A) result in
a breach of any term or provision of the organizational documents of
the Depositor or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which the Depositor is a party or
by which it may be bound or (C) constitute a violation of any statute,
order or regulation applicable to the Depositor of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Depositor; and the Depositor is not in breach or
violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body
having jurisdiction over it which breach or violation may materially
impair the Depositor's ability to perform or meet any of its
obligations under this Agreement and any other Transaction Documents to
which it is a party.
(iv) No litigation is pending, or, to the best of the
Depositor's knowledge, threatened, against the Depositor that would
materially and adversely affect the execution, delivery or
enforceability of this Agreement and any other Transaction Documents to
which it is a party or the ability of the Depositor to perform its
obligations under this Agreement and any other Transaction Documents to
which it is a party in accordance with the terms hereof.
(v) No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution,
delivery and performance by the Depositor of, or compliance by the
Depositor with, this Agreement and any other Transaction Documents to
which it is a party or the consummation of the transactions
contemplated hereby, or if any such consent, approval, authorization or
order is required, the Depositor has obtained the same.
The Depositor hereby represents and warrants to the Trustee as of the
Closing Date, following the transfer of the Mortgage Loans to it by the Sponsor,
the Depositor had good title to the Mortgage Loans and the related Mortgage
Notes were subject to no offsets, claims, defenses or counterclaims.
It is understood and agreed that the representations and warranties set
forth in the immediately preceding paragraph shall survive delivery of the
Mortgage Files to the Trustee or the Custodian for the benefit of the
Certificateholders. Upon discovery by the Depositor, the Trustee of a breach of
such representations and warranties, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency.
Section 2.05 Delivery of Opinion of Counsel in Connection with
Substitutions and Repurchases.
(a) Notwithstanding any contrary provision of this Agreement,
with respect to any Mortgage Loan that is not in default or as to which default
is not imminent, no repurchase or substitution pursuant to Sections 2.02 or 2.03
shall be made unless the Sponsor delivers to the Trustee an Opinion of Counsel,
addressed to the Trustee, to the effect that such repurchase or substitution
would not (i) result in the imposition of the tax on "prohibited transactions"
of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the
Closing Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code,
respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or
REMIC V to fail to qualify as a REMIC at any time that any Certificates are
outstanding. Any Mortgage Loan as to which repurchase or substitution was
delayed pursuant to this paragraph shall be repurchased or the substitution
therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the
earlier of (a) the occurrence of a default or imminent default with respect to
such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel
addressed to the Trustee to the effect that such repurchase or substitution, as
applicable, will not result in the events described in clause (i) or clause (ii)
of the preceding sentence.
(b) Upon discovery by the Depositor, the Sponsor, the
Custodian or the Master Servicer that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the
party discovering such fact shall promptly (and in any event within 5 Business
Days of discovery) give written notice thereof to the other parties and the
Trustee. In connection therewith, the Trustee, or the Custodian on its behalf,
shall require the Sponsor, at the Sponsor's option, to either (i) substitute, if
the conditions in Section 2.03(d) with respect to substitutions are satisfied, a
Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the
affected Mortgage Loan within 90 days of such discovery in the same manner as it
would a Mortgage Loan for a breach of representation or warranty contained in
Section 2.03. The Trustee, or the Custodian on its behalf, shall reconvey to the
Sponsor the Mortgage Loan to be released pursuant hereto (and the Custodian
shall deliver the related Mortgage File) in the same manner, and on the same
terms and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty contained in Section 2.03.
Section 2.06 Countersignature and Delivery of Certificates.
(a) The Trustee acknowledges the sale, transfer and assignment
to it of the Trust Fund and, concurrently with such transfer and assignment, the
Securities Administrator has executed, countersigned and delivered, to or upon
the order of the Depositor, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold
the Trust Fund and exercise the rights referred to above for the benefit of all
present and future Holders of the Certificates and to perform the duties set
forth in this Agreement in accordance with its terms.
(d) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC I Regular Interests and the other assets of REMIC
II for the benefit of the holders of the REMIC II Regular Interests and the
Class I-R-2 Certificates. The Trustee acknowledges receipt of the REMIC I
Regular Interests (which are uncertificated) and the other assets of REMIC II
and declares that it holds and will hold the same in trust for the exclusive use
and benefit of the holders of the REMIC II Regular Interests and the Class I-R-2
Certificates.
(e) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC III Regular Interests and the other assets of
REMIC IV for the benefit of the holders of the REMIC IV Regular Interests and
the Class II-1R-2 Certificates. The Trustee acknowledges receipt of the REMIC
III Regular Interests (which are uncertificated) and the other assets of REMIC
IV and declares that it holds and will hold the same in trust for the exclusive
use and benefit of the holders of the REMIC IV Regular Interests and the Class
II-1R-2 Certificates.
(f) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC II Regular Interests, REMIC IV Regular Interests
and the other assets of REMIC V for the benefit of the holders of the REMIC V
Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests
(which are uncertificated), REMIC IV Regular Interests (which are
uncertificated) and the other assets of REMIC V and declares that it holds and
will hold the same in trust for the exclusive use and benefit of the holders of
the REMIC V Certificates.
Section 2.07 Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage
in the following activities:
(a) acquire and hold the Mortgage Loans and the other assets of the
Trust Fund and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(e) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing
activities. The Trustee shall not cause the trust to engage in any activity
other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement while any Certificate is outstanding,
and this Section 2.07 may not be amended, without the consent of the
Certificateholders evidencing 51% or more of the aggregate voting rights of the
Certificates.
ADMINISTRATION AND SERVICING OF
EMC MORTGAGE LOANS BY COMPANY
Section 3.01 The Company. The Company shall service and administer the
EMC Mortgage Loans in accordance with customary and usual standards of practice
of prudent mortgage loan servicers in the respective states in which the related
Mortgaged Properties are located. In connection with such servicing and
administration, the Company shall have full power and authority, acting alone
and/or through subservicers as provided in Section 3.03, to do or cause to be
done any and all things that it may deem necessary or desirable in connection
with such servicing and administration, including but not limited to, the power
and authority, subject to the terms hereof (i) to execute and deliver, on behalf
of the Certificateholders and the Trustee, customary consents or waivers and
other instruments and documents, (ii) to consent to transfers of any related
Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages
(but only in the manner provided herein), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv)
subject to Section 3.09, to effectuate foreclosure or other conversion of the
ownership of the Mortgaged Property securing any EMC Mortgage Loan; provided
that the Company shall take no action that is inconsistent with or prejudices
the interests of the Trust Fund or the Certificateholders in any EMC Mortgage
Loan or the rights and interests of the Depositor or the Trustee under this
Agreement and any other Transaction Documents to which it is a party.
Without limiting the generality of the foregoing, the Company, in its
own name or in the name of the Trust, the Depositor or the Trustee, is hereby
authorized and empowered by the Trust, the Depositor and the Trustee, when the
Company believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the EMC Mortgage Loans, and with respect to the related Mortgaged Properties
held for the benefit of the Certificateholders. The Company shall prepare and
deliver to the Depositor and/or the Trustee such documents requiring execution
and delivery by any or all of them as are necessary or appropriate to enable the
Company to service and administer the EMC Mortgage Loans. Upon receipt of such
documents, the Depositor and/or the Trustee shall execute such documents and
deliver them to the Company.
In accordance with the standards of the first paragraph of this Section
3.01, the Company shall advance or cause to be advanced funds as necessary for
the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the EMC Mortgage Loans, which advances shall be
reimbursable in the first instance from related collections from the Mortgagors
pursuant to Section 5.04, and further as provided in Section 5.02. All costs
incurred by the Company, if any, in effecting the timely payments of taxes and
assessments on the Mortgaged Properties relating to the EMC Mortgage Loans and
related insurance premiums shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the Stated Principal
Balance under the related EMC Mortgage Loans, notwithstanding that the terms of
such Mortgage Loans so permit.
Section 3.02 Due-on-Sale Clauses; Assumption Agreements.
(a) Except as otherwise provided in this Section 3.02, when
any property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Company shall to the extent that it has knowledge of such
conveyance, enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Company is not required to exercise such
rights with respect to an EMC Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise so required under such Mortgage Note or Mortgage as a condition to
such transfer. In the event that the Company is prohibited by law from enforcing
any such due-on-sale clause, or if coverage under any Required Insurance Policy
would be adversely affected, or if nonenforcement is otherwise permitted
hereunder, the Company is authorized, subject to Section 3.02(b), to take or
enter into an assumption and modification agreement from or with the person to
whom such property has been or is about to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law, the Mortgagor remains liable thereon, provided that the
Mortgage Loan shall continue to be covered (if so covered before the Company
enters such agreement) by the applicable Required Insurance Policies. The
Company, subject to Section 3.02(b), is also authorized with the prior approval
of the insurers under any Required Insurance Policies to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the Company shall not be deemed to be in default under this Section
3.02(a) by reason of any transfer or assumption that the Company reasonably
believes it is restricted by law from preventing.
(b) Subject to the Company's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.02(a), in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption agreement or modification agreement or supplement
to the Mortgage Note or Mortgage that requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the related EMC Mortgage Loan, the Company shall
prepare and deliver or cause to be prepared and delivered to the Trustee for
signature and shall direct, in writing, the Trustee to execute the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the Mortgage Note or Mortgage or
other instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
(including, but not limited to, the Mortgage Rate, the amount of the Scheduled
Payment and any other term affecting the amount or timing of payment on the EMC
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Company in accordance with its
servicing standards as then in effect. The Company shall notify the Trustee that
any such substitution or assumption agreement has been completed by forwarding
to the Trustee the original of such substitution or assumption agreement, which
in the case of the original shall be added to the related Mortgage File and
shall, for all purposes, be considered a part of such Mortgage File to the same
extent as all other documents and instruments constituting a part thereof. Any
fee collected by the Company for entering into an assumption or substitution of
liability agreement shall be retained by the Company as additional servicing
compensation.
Section 3.03 Subservicers. The Company shall perform all of its
servicing responsibilities hereunder or may cause a subservicer to perform any
such servicing responsibilities on its behalf, but the use by the Company of a
subservicer shall not release the Company from any of its obligations hereunder
and the Company shall remain responsible hereunder for all acts and omissions of
each subservicer as fully as if such acts and omissions were those of the
Company. The Company shall pay all fees of each subservicer from its own funds,
and a subservicer's fee shall not exceed the Servicing Fee payable to the
Company hereunder.
At the cost and expense of the Company, without any right of
reimbursement from its Protected Account, the Company shall be entitled to
terminate the rights and responsibilities of a subservicer and arrange for any
servicing responsibilities to be performed by a successor subservicer; provided,
however, that nothing contained herein shall be deemed to prevent or prohibit
the Company, at the Company's option, from electing to service the related EMC
Mortgage Loans itself. In the event that the Company's responsibilities and
duties under this Agreement are terminated pursuant to Section 9.05, the Company
shall at its own cost and expense terminate the rights and responsibilities of
each subservicer effective as of the date of termination of the Company. The
Company shall pay all fees, expenses or penalties necessary in order to
terminate the rights and responsibilities of each subservicer from the Company's
own funds without reimbursement from the Trust Fund.
Notwithstanding the foregoing, the Company shall not be relieved of its
obligations hereunder and shall be obligated to the same extent and under the
same terms and conditions as if it alone were servicing and administering the
EMC Mortgage Loans. The Company shall be entitled to enter into an agreement
with a subservicer for indemnification of the Company by the subservicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any subservicing agreement and any other transactions or services
relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be
between such subservicer and the Company alone, and neither the Master Servicer
nor the Trustee shall have any obligations, duties or liabilities with respect
to such subservicer including any obligation, duty or liability of either the
Master Servicer or the Trustee to pay such subservicer's fees and expenses. For
purposes of remittances to the Master Servicer pursuant to this Agreement, the
Company shall be deemed to have received a payment on an EMC Mortgage Loan when
a subservicer has received such payment.
Section 3.04 Documents, Records and Funds in Possession of Company To
Be Held for Trustee. Notwithstanding any other provisions of this Agreement, the
Company shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of an EMC Mortgage Loan coming into the
possession of the Company from time to time and shall account fully to the
Trustee for any funds received by the Company or that otherwise are collected by
the Company as Liquidation Proceeds or Insurance Proceeds in respect of any such
Mortgage Loan. All Mortgage Files and funds collected or held by, or under the
control of, the Company in respect of any EMC Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in the Protected Account
maintained by the Company, shall be held by the Company for and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Company also agrees
that it shall not create, incur or subject any Mortgage File or any funds that
are deposited in the Protected Account maintained by the Company or the
Distribution Account or in any Escrow Account, or any funds that otherwise are
or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance, or assert by legal action or otherwise any
claim or right of set off against any Mortgage File or any funds collected on,
or in connection with, an EMC Mortgage Loan, except, however, that the Company
shall be entitled to set off against and deduct from any such funds any amounts
that are properly due and payable to the Company under this Agreement.
Section 3.05 Maintenance of Hazard Insurance. The Company shall cause
to be maintained, for each EMC Mortgage Loan, hazard insurance on buildings
upon, or comprising part of, the Mortgaged Property against loss by fire,
hazards of extended coverage and such other hazards as are customary in the area
where the related Mortgaged Property is located with an insurer which is
licensed to do business in the state where the related Mortgaged Property is
located. Each such policy of standard hazard insurance shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. The Company
shall also cause flood insurance to be maintained on property acquired upon
foreclosure or deed in lieu of foreclosure of any EMC Mortgage Loan, to the
extent described below. Pursuant to Section 5.01, any amounts collected by the
Company under any such policies (other than the amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Company's
normal servicing procedures) shall be deposited in the Protected Account
maintained by the Company. Any cost incurred by the Company in maintaining any
such insurance shall not, for the purpose of calculating monthly distributions
to the Certificateholders or remittances to the Trustee for their benefit, be
added to the principal balance of the Mortgage Loan, notwithstanding that the
terms of the EMC Mortgage Loan so permit. Such costs shall be recoverable by the
Company out of late payments by the related Mortgagor or out of Liquidation
Proceeds to the extent permitted by Section 5.02. It is understood and agreed
that no earthquake or other additional insurance is to be required of any
Mortgagor or maintained on property acquired in respect of a Mortgage other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
is located at the time of origination of the related EMC Mortgage Loan in a
federally designated special flood hazard area and such area is participating in
the national flood insurance program, the Company shall cause flood insurance to
be maintained with respect to such EMC Mortgage Loan. Such flood insurance shall
be in an amount equal to the least of (i) the Stated Principal Balance of the
related EMC Mortgage Loan, (ii) minimum amount required to compensate for damage
or loss on a replacement cost basis or (iii) the maximum amount of such
insurance available for the related Mortgaged Property under the Flood Disaster
Protection Act of 1973, as amended.
In the event that the Company shall obtain and maintain a blanket
policy insuring against hazard losses on all of the EMC Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.05, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers. If such
policy contains a deductible clause, the Company shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.05, and there shall have
been a loss that would have been covered by such policy, deposit in the
Protected Account maintained by the Company the amount not otherwise payable
under the blanket policy because of such deductible clause. Such deposit shall
be from the Company's own funds without reimbursement therefor. In connection
with its activities as administrator and servicer of the EMC Mortgage Loans, the
Company agrees to present, on behalf of itself, the Depositor and the Trustee
for the benefit of the Certificateholders, claims under any such blanket policy.
Section 3.06 Presentment of Claims and Collection of Proceeds. The
Company shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Insurance Policies relating to the EMC
Mortgage Loans and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
realize recovery under such Insurance Policies. Any proceeds disbursed to the
Company in respect of such Insurance Policies shall be promptly deposited in the
Protected Account maintained by the Company upon receipt, except that any
amounts realized that are to be applied to the repair or restoration of the
related Mortgaged Property as a condition precedent to the presentation of
claims on the related EMC Mortgage Loan to the insurer under any applicable
Insurance Policy need not be so deposited (or remitted).
Section 3.07 Maintenance of the Primary Mortgage Insurance
Policies.
(a) The Company shall not take any action that would result in
noncoverage under any applicable Primary Mortgage Insurance Policy of any loss
which, but for the actions of the Company would have been covered thereunder.
The Company shall use its best efforts to keep in force and effect (to the
extent that the EMC Mortgage Loan requires the Mortgagor to maintain such
insurance), Primary Mortgage Insurance applicable to each EMC Mortgage Loan. The
Company shall not cancel or refuse to renew any such Primary Mortgage Insurance
Policy that is in effect at the date of the initial issuance of the related
Mortgage Note and is required to be kept in force hereunder.
(b) The Company agrees to present on behalf of the Trustee and
the Certificateholders, claims to the insurer under any Primary Mortgage
Insurance Policies relating to the EMC Mortgage Loans and, in this regard, to
take such reasonable action as shall be necessary to permit recovery under any
Primary Mortgage Insurance Policies respecting defaulted EMC Mortgage Loans.
Pursuant to Section 5.01, any amounts collected by the Company under any Primary
Mortgage Insurance Policies shall be deposited in the Protected Account
maintained by the Company, subject to withdrawal pursuant to Section 5.02
hereof.
Section 3.08 Fidelity Bond, Errors and Omissions Insurance. The Company
shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies on
all officers, employees or other persons acting in any capacity with regard to
the EMC Mortgage Loans and who handle funds, money, documents and papers
relating to the EMC Mortgage Loans. The fidelity bond and errors and omissions
insurance shall be in the form of the Mortgage Banker's Blanket Bond and shall
protect and insure the Company against losses, including forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of such persons.
Such fidelity bond shall also protect and insure the Company against losses in
connection with the failure to maintain any insurance policies required pursuant
to this Agreement and the release or satisfaction of an EMC Mortgage Loan which
is not in accordance with Accepted Servicing Practices. No provision of this
Section 3.08 requiring the fidelity bond and errors and omissions insurance
shall diminish or relieve the Company from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by Accepted
Servicing Practices. The Company shall deliver to the Master Servicer a
certificate from the surety and the insurer as to the existence of the fidelity
bond and errors and omissions insurance policy and shall obtain a statement from
the surety and the insurer that such fidelity bond or insurance policy shall in
no event be terminated or materially modified without thirty days prior written
notice to the Master Servicer and the Trustee. The Company shall notify the
Master Servicer and the Trustee within five business days of receipt of notice
that such fidelity bond or insurance policy will be, or has been, materially
modified or terminated. The Trustee for the benefit of the Certificateholders
must be named as loss payees on the fidelity bond and as additional insured on
the errors and omissions policy.
Section 3.09 Realization Upon Defaulted Mortgage Loans;
Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of
Certain Mortgage Loans.
(a) The Company shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of properties securing such of the
EMC Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Company shall follow
such practices and procedures as it shall deem necessary or advisable and as
shall be normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided that
the Company shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any property unless it shall determine
(i) that such restoration and/or foreclosure will increase the proceeds of
liquidation of the EMC Mortgage Loan after reimbursement to itself of such
expenses and (ii) that such expenses will be recoverable to it through Insurance
Proceeds or Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Protected Accounts maintained by the Company
pursuant to Section 5.02). If the Company reasonably believes that Liquidation
Proceeds with respect to any such EMC Mortgage Loan would not be increased as a
result of such foreclosure or other action, such EMC Mortgage Loan will be
charged-off and will become a Liquidated Loan. The Company will give notice of
any such charge-off to the Trustee and the Securities Administrator. The Company
shall be responsible for all other costs and expenses incurred by it in any such
proceedings; provided that such costs and expenses shall be Servicing Advances
and that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property, as contemplated in Section 5.02.
If the Company has knowledge that a Mortgaged Property that the Company is
contemplating acquiring in foreclosure or by deed- in-lieu of foreclosure is
located within a one-mile radius of any site with environmental or hazardous
waste risks known to the Company, the Company will, prior to acquiring the
related Mortgaged Property, consider such risks and only take action in
accordance with its established environmental review procedures.
With respect to any REO Property relating to an EMC Mortgage Loan, the
deed or certificate of sale shall be taken in the name of the Trustee for the
benefit of the Certificateholders (or the Trustee's nominee on behalf of the
Certificateholders). The Trustee's name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity. The
Company shall ensure that the title to such REO Property references this
Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell
such REO Property, the Company shall either itself or through an agent selected
by the Company protect and conserve such REO Property in the same manner and to
such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Company deems to
be in the best interest of the Company and the Certificateholders for the period
prior to the sale of such REO Property. The Company shall prepare for and
deliver to the Trustee and the Securities Administrator a statement with respect
to each such REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions. The
net monthly rental income, if any, from such REO Property shall be deposited in
the Protected Account maintained by the Company with respect to the applicable
Loan Group no later than the close of business on each Determination Date. The
Company shall perform the tax reporting and withholding related to foreclosures,
abandonments and cancellation of indebtedness income as specified by Sections
1445, 6050J and 6050P of the Code by preparing and filing such tax and
information returns, as may be required.
In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on an
EMC Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to
three years after its acquisition by the Trust Fund or, at the expense of the
Trust Fund, request more than 60 days prior to the day on which such three-year
period would otherwise expire, an extension of the three-year grace period
unless the Trustee shall have been supplied with an Opinion of Counsel addressed
to the Trustee (such opinion not to be an expense of the Trustee) to the effect
that the holding by the Trust Fund of such Mortgaged Property subsequent to such
three-year period will not result in the imposition of taxes on "prohibited
transactions" of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in
Section 860F of the Code or cause either REMIC I, REMIC II, REMIC III, REMIC IV
or REMIC V to fail to qualify as a REMIC at any time that any Certificates are
outstanding, in which case the Trust Fund may continue to hold such Mortgaged
Property (subject to any conditions contained in such Opinion of Counsel).
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
in such a manner or pursuant to any terms that would (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject any of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c) of
the Code or otherwise, unless the Company has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.
The decision of the Company to foreclose on a defaulted EMC Mortgage
Loan shall be subject to a determination by the Company that the proceeds of
such foreclosure would exceed the costs and expenses of bringing such a
proceeding. The income earned from the management of any Mortgaged Properties
acquired through foreclosure or other judicial proceeding, net of reimbursement
to the Company for expenses incurred (including any property or other taxes) in
connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to the
payment of principal of, and interest on, the related defaulted EMC Mortgage
Loans (with interest accruing as though such Mortgage Loans were still current)
and all such income shall be deemed, for all purposes in the Agreement, to be
payments on account of principal and interest on the related Mortgage Notes and
shall be deposited into the Protected Accounts maintained by the Company. To the
extent the income received during a Prepayment Period is in excess of the amount
attributable to amortizing principal and accrued interest at the related
Mortgage Rate on the related EMC Mortgage Loan, such excess shall be considered
to be a partial Principal Prepayment for such Mortgage Loan for all purposes
hereof.
The Liquidation Proceeds with respect to each Loan Group from any
liquidation of a related EMC Mortgage Loan, net of any payment to the Company as
provided above, shall be deposited in the related Protected Account for such
Loan Group maintained by the Company on the next succeeding Determination Date
following receipt thereof for distribution on the related Distribution Date,
except that any Excess Liquidation Proceeds shall be retained by the Company as
additional servicing compensation.
The proceeds of any Liquidated Loan from each Loan Group, as well as
any recovery resulting from a partial collection of related Liquidation Proceeds
or any income from a related REO Property, shall be applied in the following
order of priority: first, to reimburse the Company for any related unreimbursed
Servicing Advances and Servicing Fees, pursuant to Section 5.02 or this Section
3.09; second, to reimburse the Company for any unreimbursed Advances with
respect to such Loan Group, pursuant to Section 5.02 or this Section 3.09;
third, to accrued and unpaid interest (to the extent no Advance has been made
for such amount) on the EMC Mortgage Loan or related REO Property, at the Net
Mortgage Rate to the first day of the month in which such amounts are required
to be distributed; and fourth, as a recovery of principal of the EMC Mortgage
Loan.
(b) On each Determination Date, the Company shall determine
with respect to each Loan Group, the respective aggregate amounts of Excess
Liquidation Proceeds and Realized Losses, if any, for the related Prepayment
Period.
(c) The Company has no intent to foreclose on any EMC Mortgage
Loan based on the delinquency characteristics as of the Closing Date; provided,
that the foregoing does not prevent the Company from initiating foreclosure
proceedings on any date hereafter if the facts and circumstances of such EMC
Mortgage Loans including delinquency characteristics in the Company's discretion
so warrant such action.
Section 3.10 Servicing Compensation. As compensation for its activities
hereunder, the Company shall be entitled to retain or withdraw from its
Protected Accounts out of each payment of interest on an EMC Mortgage Loan
included in the Trust Fund an amount equal to the Servicing Fee.
Additional servicing compensation in the form of any Excess Liquidation
Proceeds, assumption fees, late payment charges, all Prepayment Interest Excess
on any EMC Mortgage Loan, all income and gain net of any losses realized from
Permitted Investments with respect to funds in or credited to the Protected
Accounts maintained by the Company shall be retained by the Company to the
extent not required to be deposited in the Protected Accounts maintained by the
Company pursuant to Section 5.02. The Company shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of any premiums for hazard insurance, as required by Section
3.05 and maintenance of the other forms of insurance coverage required by
Section 3.07) and shall not be entitled to reimbursement therefor except as
specifically provided in Section 5.02.
EMC shall be entitled to retain any Prepayment Interest Excess pursuant
to Section 5.07(e).
Section 3.11 REO Property.
(a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related EMC Mortgage Loan, the deed or certificate of
sale shall be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Company shall sell any such REO Property as
expeditiously as possible and in accordance with the provisions of this
Agreement. Pursuant to its efforts to sell such REO Property, the Company shall
protect and conserve such REO Property in the manner and to the extent required
herein, in accordance with the REMIC Provisions.
(b) The Company shall deposit all funds collected and received
in connection with the operation of any REO Property in respect of any EMC
Mortgage Loan into the Protected Accounts maintained by the Company.
(c) The Company, upon the final disposition of any REO
Property in respect of any EMC Mortgage Loan, shall be entitled to reimbursement
for any related unreimbursed Advances, unreimbursed Servicing Advances or
Servicing Fees from Liquidation Proceeds received in connection with the final
disposition of such REO Property; provided, that any such unreimbursed Advances
or Servicing Fees as well as any unpaid Servicing Fees may be reimbursed or
paid, as the case may be, prior to final disposition, out of any net rental
income or other net amounts derived from such REO Property.
Section 3.12 Liquidation Reports.
Upon the foreclosure of any Mortgaged Property relating to an EMC
Mortgage Loan or the acquisition thereof by the Trust Fund pursuant to a
deed-in-lieu of foreclosure, the Company shall submit a liquidation report to
the Master Servicer containing such information as shall be mutually acceptable
to the Company and the Master Servicer with respect to such Mortgaged Property.
Section 3.13 Books and Records.
The Company shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the Mortgage Loans which shall be
appropriately identified in the Company's computer system to clearly reflect the
ownership of the Mortgage Loans by the Trust. In particular, the Company shall
maintain in its possession, available for inspection by the Securities
Administrator, the Trustee and shall deliver to the Securities Administrator,
the Trustee upon demand, evidence of compliance with all federal, state and
local laws, rules and regulations. To the extent that original documents are not
required for purposes of realization of Liquidation Proceeds or Insurance
Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche or such other reliable means of recreating original documents,
including, but not limited to, optical imagery techniques so long as the Company
complies with the requirements of Accepted Servicing Practices.
The Company shall maintain with respect to each Mortgage Loan and shall
make available for inspection by the Securities Administrator and the Trustee
the related servicing file during the time such Mortgage Loan is subject to this
Agreement and thereafter in accordance with applicable law.
Payments on the Mortgage Loans, including any payoffs, made in
accordance with the related Mortgage File will be entered in the Company's set
of books and records no more than two business days after receipt and
identification, and allocated to principal or interest as specified in the
related Mortgage File.
ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS BY
MASTER SERVICER
Section 4.01 Master Servicer.
The Master Servicer shall, beginning on the Closing Date, supervise,
monitor and oversee the obligation of the Company and the related Servicer to
service and administer their respective Mortgage Loans in accordance with the
terms of this Agreement and the related Servicing Agreement and shall have full
power and authority to do any and all things which it may deem necessary or
desirable in connection with such master servicing and administration. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices. Furthermore, the Master
Servicer shall oversee and consult with the Company and the related Servicer as
necessary from time-to-time to carry out the Master Servicer's obligations
hereunder, shall receive, review and evaluate all reports, information and other
data provided to the Master Servicer by the Company and the related Servicer and
shall cause the Company and related Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by such Person
under this Agreement and the related Servicing Agreement. The Master Servicer
shall independently and separately monitor the Company and the related
Servicer's servicing activities with respect to each related Mortgage Loan,
reconcile the results of such monitoring with such information provided in the
previous sentence on a monthly basis and coordinate corrective adjustments to
the Company's, the related Servicer's and Master Servicer's records, and based
on such reconciled and corrected information, the Master Servicer shall provide
such information to the Securities Administrator as shall be necessary in order
for it to prepare the statements specified in Section 6.06 and any other
information and statements required hereunder. The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring with the actual
remittances of the Company and each Servicer pursuant to this Agreement and the
related Servicing Agreement.
The Trustee shall furnish the Company, the Servicers and the Master
Servicer with any powers of attorney and other documents in form as provided to
it necessary or appropriate to enable the Company, the Servicer and the Master
Servicer to service and administer the related Mortgage Loans and REO Property.
The Trustee or the Custodian on its behalf and the Securities
Administrator shall provide access to the records and documentation in
possession of the Trustee or the Custodian on its behalf or the Securities
Administrator regarding the related Mortgage Loans and REO Property and the
servicing thereof to the Certificateholders, the FDIC, and the supervisory
agents and examiners of the FDIC, such access being afforded only upon
reasonable prior written request and during normal business hours at the office
of the Trustee, the Custodian or the Securities Administrator; provided,
however, that, unless otherwise required by law, neither the Trustee, the
Custodian nor the Securities Administrator shall be required to provide access
to such records and documentation if the provision thereof would violate the
legal right to privacy of any Mortgagor. The Trustee, the Custodian and the
Securities Administrator shall allow representatives of the above entities to
photocopy any of the records and documentation and shall provide equipment for
that purpose at a charge that covers the Trustee's, the Custodian's or the
Securities Administrator's actual costs.
The Trustee shall execute and deliver to the Company or the related
Servicer and the Master Servicer any court pleadings, requests for trustee's
sale or other documents necessary or desirable to (i) the foreclosure or
trustee's sale with respect to a Mortgaged Property; (ii) any legal action
brought to obtain judgment against any Mortgagor on the Mortgage Note or
Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor;
or (iv) enforce any other rights or remedies provided by the Mortgage Note or
Security Instrument or otherwise available at law or equity.
Section 4.02 REMIC-Related Covenants.
For as long as each REMIC created hereunder shall exist, the Trustee
and the Securities Administrator shall act in accordance herewith to assure
continuing treatment of such REMIC as a REMIC, and the Trustee and the
Securities Administrator shall comply with any directions of the Sponsor, the
Company, the Servicers or the Master Servicer to assure such continuing
treatment. In particular, the Trustee shall not (a) sell or permit the sale of
all or any portion of the Mortgage Loans or of any investment of deposits in an
Account unless such sale is as a result of a repurchase of the Mortgage Loans
pursuant to this Agreement or the Trustee has received a REMIC Opinion addressed
to the Trustee prepared at the expense of the Trust Fund; and (b) other than
with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement
or Section 2.03 of this Agreement, as applicable, accept any contribution to any
REMIC after the Startup Day without receipt of a REMIC Opinion.
Section 4.03 Monitoring of Company and Servicer.
(a) The Master Servicer shall be responsible for reporting to
the Trustee and the Sponsor the compliance by the Company and the related
Servicer with its duties under this Agreement and the related Servicing
Agreement. In the review of the Company's and the related Servicer's activities,
the Master Servicer may rely upon an Officer's Certificate of the Company and
the related Servicer with regard to such Person's compliance with the terms of
this Agreement or the related Servicing Agreement. In the event that the Master
Servicer, in its judgment, determines that the Company or the related Servicer
should be terminated in accordance with this Agreement or the related Servicing
Agreement, or that a notice should be sent pursuant to this Agreement or the
related Servicing Agreement with respect to the occurrence of an event that,
unless cured, would constitute grounds for such termination, the Master Servicer
shall notify the Sponsor 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 and
the Certificateholders, shall enforce the obligations of the Company under this
Agreement and the related Servicer under the related Servicing Agreement, and
shall, in the event that the Company or the related Servicer fails to perform
its obligations in accordance with this Agreement or the related Servicing
Agreement, subject to the preceding paragraph, terminate the rights and
obligations of such Person thereunder and act as servicer of the related
Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement
with a successor Servicer selected by the Master Servicer; provided, however, it
is understood and acknowledged by the parties hereto that there shall be a
period of transition (not to exceed 90 days) before the actual servicing
functions can be fully transferred to such successor Servicer. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
the related Servicing Agreement and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as the
Master Servicer, in its good faith business judgment, would require were it the
owner of the related Mortgage Loans. The Master Servicer shall pay the costs of
such enforcement at its own expense, subject to its right of reimbursement
pursuant to the provisions of this Agreement or the related Servicing Agreement,
provided that the Master Servicer shall not be required to prosecute or defend
any legal action except to the extent that the Master Servicer shall have
received reasonable indemnity for its costs and expenses in pursuing such
action.
(c) To the extent that the costs and expenses of the Master
Servicer related to any termination of the Company or the related Servicer,
appointment of a successor Servicer or the transfer and assumption of servicing
by the Master Servicer with respect to this Agreement or the related Servicing
Agreement (including, without limitation, (i) all legal costs and expenses and
all due diligence costs and expenses associated with an evaluation of the
potential termination of the Company or the related Servicer as a result of an
event of default by such Person and (ii) all costs and expenses associated with
the complete transfer of servicing, including all servicing files and all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
service to service the Mortgage Loans in accordance with this Agreement or the
related Servicing Agreement) are not fully and timely reimbursed by the Company
or the terminated Servicer, the Master Servicer shall be entitled to
reimbursement of such costs and expenses from the Distribution Account.
(d) The Master Servicer shall require the Company and the
related Servicer to comply with the remittance requirements and other
obligations set forth in this Agreement or the related Servicing Agreement, as
applicable.
(e) If the Master Servicer acts as a servicer, it will not
assume liability for the representations and warranties of the Company or the
related Servicer, if any, that it replaces.
Section 4.04 Fidelity Bond.
The Master Servicer, at its expense, shall maintain in effect a blanket
fidelity bond and an errors and omissions insurance policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on
such Master Servicer's behalf, and covering errors and omissions in the
performance of the Master Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.
Section 4.05 Power to Act; Procedures.
The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the
provisions of Article XI hereof, to do any and all things that it may deem
necessary or desirable in connection with the master servicing and
administration of the Mortgage Loans, including but not limited to the power and
authority (i) to execute and deliver, on behalf of the Certificateholders and
the Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable; provided, however, that the Master Servicer
shall not (and, consistent with its responsibilities under Section 4.03, shall
not permit the Company or the related Servicer to) knowingly or intentionally
take any action, or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, would cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to
fail to qualify as a REMIC or result in the imposition of a tax upon the Trust
Fund (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) unless the Master Servicer has received an
Opinion of Counsel (but not at the expense of the Master Servicer) to the effect
that the contemplated action will not cause REMIC I, REMIC II, REMIC III, REMIC
IV or REMIC V to fail to qualify as a REMIC or result in the imposition of a tax
upon REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as the case may be. The
Trustee shall furnish the Master Servicer, upon written request from a Servicing
Officer, with any powers of attorney empowering the Master Servicer, the Company
or the related Servicer to execute and deliver instruments of satisfaction or
cancellation, or of partial or full release or discharge, and to foreclose upon
or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in
any court action relating to the Mortgage Loans or the Mortgaged Property, in
accordance with the related Servicing Agreement and this Agreement, and the
Trustee shall execute and deliver such other documents, as the Master Servicer
may request, to enable the Master Servicer to master service and administer the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Master Servicer, the
Company or the related Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the "doing business" or tax laws of
such state if such action is taken in its name, the Master Servicer shall join
with the Trustee in the appointment of a co-trustee pursuant to Section 10.11
hereof. In the performance of its duties hereunder, the Master Servicer shall be
an independent contractor and shall not, except in those instances where it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.
Section 4.06 Due-on-Sale Clauses; Assumption Agreements.
To the extent provided in this Agreement or the related Servicing
Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses,
the Master Servicer shall cause the Company and the related Servicer to enforce
such clauses in accordance with this Agreement or the related Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with this Agreement or
the related Servicing Agreement, and, as a consequence, a Mortgage Loan is
assumed, the original Mortgagor may be released from liability in accordance
with this Agreement or the related Servicing Agreement.
Section 4.07 Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage
Loan, or the receipt by the Company or the related Servicer of a notification
that payment in full has been escrowed in a manner customary for such purposes
for payment to Certificateholders on the next Distribution Date, the Company or
the related Servicer will, if required under the related Servicing Agreement (or
if the Company or the related Servicer does not, the Master Servicer may),
promptly furnish to the Custodian, on behalf of the Trustee, two copies of a
certification substantially in the form of Exhibit G hereto signed by a
Servicing Officer or in a mutually agreeable electronic format which will, in
lieu of a signature on its face, originate from a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
in connection with such payment that are required to be deposited in the
Protected Account maintained by the Company or the Servicer pursuant to Article
V or by the related Servicer pursuant to the related Servicing Agreement have
been or will be so deposited) and shall request that the Custodian, on behalf of
the Trustee, deliver to the Company or the related Servicer the related Mortgage
File. Upon receipt of such certification and request, the Custodian, on behalf
of the Trustee, shall promptly release the related Mortgage File to the Company
or the related Servicer and the Trustee and Custodian shall have no further
responsibility with regard to such Mortgage File. Upon any such payment in full,
the Company or the related Servicer is authorized, to give, as agent for the
Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an
instrument of satisfaction (or assignment of mortgage without recourse,
representation or warranty) regarding the Mortgaged Property subject to the
Mortgage, which instrument of satisfaction or assignment, as the case may be,
shall be delivered to the Person or Persons entitled thereto against receipt
therefor of such payment, it being understood and agreed that no expenses
incurred in connection with such instrument of satisfaction or assignment, as
the case may be, shall be chargeable to the Protected Account.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with this Agreement or the
related Servicing Agreement, the Trustee shall execute such documents as shall
be prepared and furnished to the Trustee by the Company, the related Servicer or
the Master Servicer (in form reasonably acceptable to the Trustee) and as are
necessary to the prosecution of any such proceedings. The Custodian, on behalf
of the Trustee, shall, upon the request of the Company, the related Servicer or
the Master Servicer, and delivery to the Custodian, on behalf of the Trustee, of
two copies of a request for release signed by a Servicing Officer substantially
in the form of Exhibit G (or in a mutually agreeable electronic format which
will, in lieu of a signature on its face, originate from a Servicing Officer),
release the related Mortgage File held in its possession or control to the
Company, the related Servicer or the Master Servicer, as applicable. Such trust
receipt shall obligate the Company, the related Servicer or the Master Servicer
to return the Mortgage File to the Custodian on behalf of the Trustee, when the
need therefor by such Person no longer exists unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certificate of a Servicing Officer
similar to that hereinabove specified, the Mortgage File shall be released by
the Custodian, on behalf of the Trustee, to the Company, the related Servicer or
the Master Servicer.
Section 4.08 Documents, Records and Funds in Possession of Master
Servicer, Company and Servicer To Be Held for Trustee.
(a) The Master Servicer shall transmit and the Company or the
related Servicer (to the extent required by this Agreement or the related
Servicing Agreement) shall transmit to the Trustee or Custodian such documents
and instruments coming into the possession of such Person from time to time as
are required by the terms hereof, or in the case of the related Servicer, the
related Servicing Agreement, to be delivered to the Trustee or Custodian. Any
funds received by the Master Servicer, the Company or by the related Servicer in
respect of any Mortgage Loan or which otherwise are collected by the Master
Servicer, the Company or by the related Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit
of the Trustee and the Certificateholders subject to the Securities
Administrator's right to retain or withdraw from the Distribution Account, the
Master Servicing Compensation and other amounts provided in this Agreement, and
to the right of the Company and the related Servicer to retain its Servicing Fee
and other amounts as provided in this Agreement or the related Servicing
Agreement. The Master Servicer shall, and (to the extent provided in this
Agreement or the related Servicing Agreement) shall cause the Company and the
related Servicer to, provide access to information and documentation regarding
the Mortgage Loans to the Trustee and its agents and accountants at any time
upon reasonable request and during normal business hours, and to
Certificateholders that are savings and loan associations, banks or insurance
companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
and examiners of such Office and Corporation or examiners of any other federal
or state banking or insurance regulatory authority if so required by applicable
regulations of the Office of Thrift Supervision or other regulatory authority,
such access to be afforded without charge but only upon reasonable request in
writing and during normal business hours at the offices of the Master Servicer
designated by it. In fulfilling such a request the Master Servicer shall not be
responsible for determining the sufficiency of such information.
(b) All Mortgage Files and funds collected or held by, or
under the control of, the Master Servicer, in respect of any Mortgage Loans,
whether from the collection of principal and interest payments or from
Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer
for and on behalf of the Trustee and the Certificateholders and shall be and
remain the sole and exclusive property of the Trustee; provided, however, that
the Master Servicer, the Company and the related Servicer shall be entitled to
setoff against, and deduct from, any such funds any amounts that are properly
due and payable to the Master Servicer or such Servicer under this Agreement or
the related Servicing Agreement.
Section 4.09 Standard Hazard Insurance and Flood Insurance
Policies.
(a) For each Mortgage Loan, the Master Servicer shall enforce
any obligation of the Company and the related Servicer under this Agreement or
the related Servicing Agreement to maintain or cause to be maintained standard
fire and casualty insurance and, where applicable, flood insurance, all in
accordance with the provisions of this Agreement or the related Servicing
Agreement. It is understood and agreed that such insurance shall be with
insurers meeting the eligibility requirements set forth in this Agreement and
the related Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance.
(b) Pursuant to Sections 5.01, 5.04 and 5.06 any amounts
collected by the Company, the Servicers or the Master Servicer, or by the
Company or the Servicers, under any insurance policies (other than amounts to be
applied to the restoration or repair of the property subject to the related
Mortgage or released to the Mortgagor in accordance with this Agreement or the
Servicing Agreements) shall be deposited by the Company in its Protected Account
or by the related Servicer or the Master Servicer into the Distribution Account,
subject to withdrawal pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as
applicable. Any cost incurred by the Master Servicer, the Company or the related
Servicer in maintaining any such insurance if the Mortgagor defaults in its
obligation to do so shall be added to the amount owing under the Mortgage Loan
where the terms of the Mortgage Loan so permit; provided, however, that the
addition of any such cost shall not be taken into account for purposes of
calculating the distributions to be made to Certificateholders and shall be
recoverable by the Master Servicer, the Company or the related Servicer pursuant
to Sections 5.02, 5.04, 5.05 and 5.07, as applicable.
Section 4.10 Presentment of Claims and Collection of Proceeds. The
Master Servicer shall (to the extent provided in this Agreement and the related
Servicing Agreement) cause the Company or the Servicer to, prepare and present
on behalf of the Trustee and the Certificateholders all claims under the
Insurance Policies and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to the Master
Servicer (or disbursed to the Company or the related Servicer and remitted to
the Master Servicer) in respect of such policies, bonds or contracts shall be
promptly deposited in the Distribution Account upon receipt, except that any
amounts realized that are to be applied to the repair or restoration of the
related Mortgaged Property as a condition precedent to the presentation of
claims on the related Mortgage Loan to the insurer under any applicable
Insurance Policy need not be so deposited (or remitted).
Section 4.11 Maintenance of the Primary Mortgage Insurance
Policies.
(a) The Master Servicer shall not take, or permit the Company
or the related Servicer (to the extent such action is prohibited under this
Agreement or the related Servicing Agreement) to take, any action that would
result in noncoverage under any applicable Primary Mortgage Insurance Policy of
any loss which, but for the actions of the Master Servicer, the Company or the
related Servicer, would have been covered thereunder. The Master Servicer shall
use its best reasonable efforts to cause the Company and the related Servicer
(to the extent required under this Agreement and the related Servicing
Agreement) to keep in force and effect (to the extent that the Mortgage Loan
requires the Mortgagor to maintain such insurance), primary mortgage insurance
applicable to each Mortgage Loan (including any LPMI Policy) in accordance with
the provisions of this Agreement and the related Servicing Agreement, as
applicable. The Master Servicer shall not, and shall not permit the Company or
the related Servicer (to the extent required under this Agreement or the related
Servicing Agreement) to, cancel or refuse to renew any such Primary Mortgage
Insurance Policy that is in effect at the date of the initial issuance of the
Mortgage Note and is required to be kept in force hereunder except in accordance
with the provisions of this Agreement and the related Servicing Agreement, as
applicable.
(b) The Master Servicer agrees to cause the Company and the
related Servicer (to the extent required under this Agreement and the related
Servicing Agreement) to present, on behalf of the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Sections 5.01, 5.05 and 5.07,
any amounts collected by the Company or the related Servicer under any Primary
Mortgage Insurance Policies shall be deposited by the Company in its Protected
Account or by the Securities Administrator in the Distribution Account, subject
to withdrawal pursuant to Section 5.02 or 5.07, as applicable.
Section 4.12 Trustee to Retain Possession of Certain Insurance
Policies and Documents.
The Trustee (or the Custodian, as directed by the Trustee), shall
retain possession and custody of the originals (to the extent available) of any
Primary Mortgage Insurance Policies, or certificate of insurance if applicable,
and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in
respect of the Certificates have been distributed in full and the Master
Servicer otherwise has fulfilled its obligations under this Agreement, the
Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions of this Agreement. The Master Servicer shall promptly
deliver or cause to be delivered to the Trustee (or the Custodian, as directed
by the Trustee), upon the execution or receipt thereof the originals of any
Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come
into the possession of the Master Servicer from time to time.
Section 4.13 Realization Upon Defaulted Mortgage Loans.
The Master Servicer shall cause the Company and the related Servicer
(to the extent required under this Agreement and the related Servicing
Agreement) to foreclose upon, repossess or otherwise comparably convert the
ownership of Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, all in accordance with this
Agreement or the related Servicing Agreement.
Section 4.14 Compensation for the Master Servicer.
The Master Servicer shall be entitled to (i) a master servicing fee
rate of 0.0075% per annum, (ii) all income and gain realized from any investment
of funds on Permitted Investments in the Distribution Account as compensation
for the performance of its obligations hereunder ("Master Servicing
Compensation") and (iii) any interest remitted by the related Servicer in
connection with a Principal Prepayment in full or otherwise in excess of amounts
required to be remitted to the Distribution Account ("Additional Master
Servicing Compensation"). The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor except as provided in this Agreement.
Section 4.15 REO Property.
(a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of
sale shall be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided in this
Agreement or the related Servicing Agreement, cause the Company or the related
Servicer to sell, any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the Company or the related Servicer to protect and
conserve, such REO Property in the manner and to the extent required by this
Agreement or the related Servicing Agreement, in accordance with the REMIC
Provisions and in a manner that does not result in a tax on "net income from
foreclosure property" or cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code.
(b) The Master Servicer shall, to the extent required by this
Agreement or the related Servicing Agreement, cause the Company or the related
Servicer to deposit all funds collected and received in connection with the
operation of any REO Property in the Protected Account.
(c) The Master Servicer and the Company or the related
Servicer, upon the final disposition of any REO Property, shall be entitled to
reimbursement for any related unreimbursed Advances and other unreimbursed
advances as well as any unpaid Servicing Fees from Liquidation Proceeds received
in connection with the final disposition of such REO Property; provided, that
any such unreimbursed Monthly Advances as well as any unpaid Servicing Fees may
be reimbursed or paid, as the case may be, prior to final disposition, out of
any net rental income or other net amounts derived from such REO Property.
(d) To the extent provided in this Agreement or the related
Servicing Agreement, the Liquidation Proceeds from the final disposition of the
REO Property, net of any payment to the Master Servicer and the Company or the
related Servicer as provided above shall be deposited in the Protected Account
on or prior to the Determination Date in the month following receipt thereof and
be remitted by wire transfer in immediately available funds to the Securities
Administrator for deposit into the related Distribution Account on the next
succeeding Remittance Date.
Section 4.16 Annual Statement as to Compliance.
The Company, the Master Servicer and the Securities Administrator shall
deliver (or otherwise make available) to the Depositor, the Securities
Administrator not later than March 15th of each calendar year beginning in 2007,
an Officer's Certificate (an "Annual Statement of Compliance") stating, as to
each signatory thereof, that (i) a review of the activities of each such party
during the preceding calendar year and of its performance under this Agreement
or other applicable servicing agreement has been made under such officer's
supervision and (ii) to the best of such officer's knowledge, based on such
review, such party has fulfilled all of its obligations under this Agreement or
other applicable servicing agreement in all material respects throughout such
year, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status of the cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. The Master
Servicer shall cause each Servicer, to the extent set forth in the related
Servicing Agreement, to deliver a similar Annual Statement of Compliance by that
Servicer to the Depositor, the Securities Administrator as described above as
and when required with respect to the Master Servicer. In the event that certain
servicing responsibilities with respect to any Mortgage Loan have been delegated
to a subservicer or subcontractor, the Master Servicer shall cause such
subservicer or subcontractor to deliver a similar Annual Statement of Compliance
by such subservicer or subcontractor to the Depositor, the Securities
Administrator as described above as and when required with respect to the Master
Servicer or the related Servicer (as the case may be).
Failure of the Company to comply with this Section 4.16 (including with
respect to the timeframes required herein) shall be deemed a Company Event of
Default, and the Master Servicer at the direction of the Depositor shall, in
addition to whatever rights the Master Servicer may have under this Agreement
and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all of the rights and obligations
of the Company under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Company for the same. Failure of the
Master Servicer to comply with this Section 4.16 (including with respect to the
timeframes required herein) shall be deemed an Event of Default, and at the
direction of the Depositor the Trustee shall, in addition to whatever rights the
Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Master Servicer for the same. Failure of the Securities
Administrator to comply with this Section 4.16 (including with respect to the
timeframes required in this Section) which failure results in a failure to
timely file the related Form 10-K, shall be deemed a default and the Trustee at
the direction of the Depositor shall, in addition to whatever rights the Trustee
may have under this Agreement and at law or equity or to damages, including
injunctive relief and specific performance, upon notice immediately terminate
all of the rights and obligations of the Securities Administrator under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Securities Administrator for the same. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary.
Section 4.17 Assessments of Compliance and Attestation Reports.
Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
of Regulation AB, the Master Servicer, the Securities Administrator and the
Custodian (to the extent set forth in this Section) (each, an "Attesting Party")
shall deliver (or otherwise make available) to the Securities Administrator and
the Depositor on or before March 15th of each calendar year beginning in 2007, a
report regarding such Attesting Party's assessment of compliance (an "Assessment
of Compliance") with the Servicing Criteria during the preceding calendar year.
The Assessment of Compliance, as set forth in Regulation AB, must contain the
following:
(a) A statement by an authorized officer of such Attesting Party of its
authority and responsibility for assessing compliance with the Servicing
Criteria applicable to the related Attesting Party;
(b) A statement by an authorized officer that such Attesting Party used
the Servicing Criteria attached as Exhibit N hereto, and which will also be
attached to the Assessment of Compliance, to assess compliance with the
Servicing Criteria applicable to the related Attesting Party;
(c) An assessment by such officer of the related Attesting Party's
compliance with the applicable Servicing Criteria for the period consisting of
the preceding calendar year, including disclosure of any material instance of
noncompliance with respect thereto during such period, which assessment shall be
based on the activities such Attesting Party performs with respect to
asset-backed securities transactions taken as a whole involving the related
Attesting Party, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an
attestation report on the related Attesting Party's Assessment of Compliance for
the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not
applicable to the related Attesting Party, which statement shall be based on the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving such Attesting Party, that are backed by
the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria
specified on Exhibit N hereto which are indicated as applicable to the related
Attesting Party.
On or before March 15th of each calendar year beginning in 2007, each
Attesting Party shall furnish to the Master Servicer, the Depositor and the
Securities Administrator a report (an "Attestation Report") by a registered
public accounting firm that attests to, and reports on, the Assessment of
Compliance made by the related Attesting Party, as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation
Report must be made in accordance with standards for attestation reports issued
or adopted by the Public Company Accounting Oversight Board.
The Master Servicer shall cause each Servicer to deliver to the
Securities Administrator, the Master Servicer and the Depositor an Assessment of
Compliance and Attestation Report as and when provided above along with an
indication of what Servicing Criteria are addressed in such assessment. The
Master Servicer shall cause any subservicer and each subcontractor determined by
the Master Servicer to be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, to deliver to the Securities
Administrator, the Master Servicer and the Depositor an Assessment of Compliance
and Attestation Report as and when provided above along with an indication of
what Servicing Criteria are addressed in such assessment. Such Assessment of
Compliance, as to any subservicer or subcontractor, shall at a minimum address
each of the Servicing Criteria specified on Exhibit N hereto which are indicated
as applicable to any "primary servicer." The Securities Administrator shall that
each of the Assessments of Compliance delivered to it, taken as a whole, address
all of the Servicing Criteria and taken individually address the Servicing
Criteria for each party as set forth in Exhibit N and notify the Depositor of
any exceptions. Notwithstanding the foregoing, as to any subcontractor, an
Assessment of Compliance is not required to be delivered unless it is required
as part of a Form 10-K with respect to the Trust Fund.
The Securities Administrator and the Custodian shall deliver to the
Securities Administrator and the Depositor an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit N hereto which are indicated
as applicable to a "securities administrator" and "custodian", as the case may
be. Notwithstanding the foregoing, as to the Securities Administrator and any
Custodian, an Assessment of Compliance is not required to be delivered unless it
is required as part of a Form 10-K with respect to the Trust Fund.
Section 4.18 Reports Filed with Securities and Exchange Commission.
(a) (i) (A) Within 15 days after each Distribution Date, the
Securities Administrator shall, in accordance with industry standards, prepare
and file with the Commission via the Electronic Data Gathering and Retrieval
System ("EDGAR"), a Distribution Report on Form 10-D, signed by the Master
Servicer, with a copy of the Monthly Statement to be furnished by the Securities
Administrator to the Certificateholders for such Distribution Date and detailing
all data elements specified in Item 1121(a) of Regulation AB; provided that, the
Securities Administrator shall have received no later than five (5) calendar
days after the related Distribution Date, all information required to be
provided to the Securities Administrator as described in clause (a)(iv) below.
Any disclosure that is in addition to the Monthly Statement and that is required
to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be,
pursuant to the paragraph immediately below, reported by the parties set forth
on Exhibit O to the Securities Administrator and the Depositor and approved by
the Depositor, and the Securities Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-D
Disclosure absent such reporting (other than in the case where the Securities
Administrator is the reporting party as set forth in Exhibit O) and approval.
(B) Within five (5) calendar days after the related
Distribution Date, (i) the parties set forth in Exhibit O shall be required to
provide, pursuant to Section 4.18(a)(v) below, to the Securities Administrator
and the Depositor, to the extent known by a responsible officer thereof, in
EDGAR-compatible format, or in such other form as otherwise agreed upon by the
Securities Administrator and the Depositor and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable, and (ii) the
Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Depositor shall be responsible for any reasonable fees and expenses assessed or
incurred by the Securities Administrator in connection with including any Form
10-D Disclosure Information on Form 10-D pursuant to this Section.
(C) After preparing the Form 10-D, the Securities
Administrator shall forward electronically a draft copy of the Form 10-D to the
Depositor (in the case of any Additional 10-D Disclosure and otherwise if
requested by the Depositor) and the Master Servicer for review. No later than
two (2) Business Days prior to the 15th calendar day after the related
Distribution Date, an officer of the Master Servicer in charge of the servicing
function shall sign the Form 10-D and return an electronic or fax copy of such
signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Securities Administrator. If a Form 10-D cannot be filed on time or
if a previously filed Form 10-D needs to be amended, the Securities
Administrator shall follow the procedures set forth in Section 4.18(a)(vi).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Securities Administrator shall make available on its internet
website identified in Section 6.06 a final executed copy of each Form 10-D. The
signing party at the Master Servicer can be contacted as set forth in Section
12.05. The parties to this Agreement acknowledge that the performance by the
Securities Administrator of its duties under Sections 4.18(a)(i) and (vi)
related to the timely preparation, execution and filing of Form 10-D is
contingent upon such parties strictly observing all applicable deadlines in the
performance of their duties under such Sections. The Securities Administrator
shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, execute and/or timely file such
Form 10-D, where such failure results from the Securities Administrator's
inability or failure to receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or file such Form
10-D, not resulting from its own negligence, bad faith or willful misconduct.
(ii) (A) Within four (4) Business Days after the occurrence of
an event requiring disclosure on Form 8-K (each such event, a "Reportable
Event"), the Securities Administrator shall prepare and file, at the direction
of the Depositor, on behalf of the Trust, any Form 8-K, as required by the
Exchange Act; provided that, the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on
Form 8-K ("Form 8-K Disclosure Information") shall be, pursuant to the paragraph
immediately below, reported by the parties set forth on Exhibit O to the
Securities Administrator and the Depositor and approved by the Depositor, and
the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure absent
such reporting (other than in the case where the Securities Administrator is the
reporting party as set forth in Exhibit O) and approval.
(B) For so long as the Trust is subject to the Exchange Act
reporting requirements, no later than 5:00 p.m. New York City time on the 2nd
Business Day after the occurrence of a Reportable Event (i) the parties set
forth in Exhibit O shall be required pursuant to Section 4.18(a)(v) below to
provide to the Securities Administrator and the Depositor, to the extent known
by a responsible officer thereof, in EDGAR-compatible format, or in such other
form as otherwise agreed upon by the Securities Administrator and the Depositor
and such party, the form and substance of any Form 8-K Disclosure Information,
if applicable, and (ii) the Depositor shall approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. The Depositor shall be responsible for any reasonable
fees and expenses assessed or incurred by the Securities Administrator in
connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this Section.
(C) After preparing the Form 8-K, the Securities Administrator
shall forward electronically a draft copy of the Form 8-K to the Depositor and
the Master Servicer for review. No later than the close of business. New York
City time on the 3rd Business Day after the Reportable Event, an officer of the
Master Servicer shall sign the Form 8-K and return an electronic or fax copy of
such signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or
if a previously filed Form 8-K needs to be amended, the Securities Administrator
shall follow the procedures set forth in Section 4.18(a)(vi). Promptly (but no
later than one (1) Business Day) after filing with the Commission, the
Securities Administrator shall, make available on its internet website a final
executed copy of each Form 8-K. The signing party at the Master Servicer can be
contacted as set forth in Section 12.05. The parties to this Agreement
acknowledge that the performance by the Securities Administrator of its duties
under this Section 4.16(a)(iii) related to the timely preparation, execution and
filing of Form 8-K is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section
4.18(a)(iii). The Securities Administrator shall have no 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 Securities Administrator's inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.
(iii) (A) Within 90 days after the end of each fiscal year of
the Trust or such earlier date as may be required by the Exchange Act (the "10-K
Filing Deadline") (it being understood that the fiscal year for the Trust ends
on December 31st of each year), commencing in March 2007, the Securities
Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form
and substance as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the
Securities Administrator within the applicable time frames set forth in this
Agreement, (I) an annual compliance statement for the Master Servicer and any
subservicer, as described under Section 4.16, (II)(A) the annual reports on
assessment of compliance with Servicing Criteria for the Master Servicer, each
subservicer and subcontractor participating in the servicing function, the
Securities Administrator and the Custodian, as described under Section 4.17, and
(B) if the Master Servicer's, the Securities Administrator's or the Custodian's
report on assessment of compliance with Servicing Criteria described under
Section 4.17 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if the Master Servicer's, the
Securities Administrator's or the Custodian's report on assessment of compliance
with Servicing Criteria described under Section 4.17 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included, (III)(A) the registered public
accounting firm attestation report for the Master Servicer, the Securities
Administrator and the Custodian, as described under Section 4.17, and (B) if any
registered public accounting firm attestation report described under Section
4.17 identifies any material instance of noncompliance, disclosure identifying
such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not
included, and (IV) a Sarbanes-Oxley Certification as described in Section 4.16
(a)(iii)(D) below. Any disclosure or information in addition to (I) through (IV)
above that is required to be included on Form 10-K ("Additional Form 10-K
Disclosure") shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit O to the Securities Administrator and the
Depositor and approved by the Depositor, and the Securities Administrator will
have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-K Disclosure absent such reporting (other than in the case
where the Securities Administrator is the reporting party as set forth in
Exhibit O) and approval.
(B) No later than March 15th of each year that the Trust is
subject to the Exchange Act reporting requirements, commencing in 2007, (i) the
parties set forth in Exhibit O shall be required to provide pursuant to Section
4.18(a)(v) below to the Securities Administrator and the Depositor, to the
extent known by a responsible officer thereof, in EDGAR-compatible format, or in
such other form as otherwise agreed upon by the Securities Administrator and the
Depositor and such party, the form and substance of any Additional Form 10-K
Disclosure, if applicable, and (ii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Form 10-K Disclosure information
on Form 10-K pursuant to this Section.
(C) After preparing the Form 10-K, the Securities
Administrator shall forward electronically a draft copy of the Form 10-K to the
Depositor and the Master Servicer for review. No later than 12:00 p.m. Eastern
Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an
officer of the Master Servicer shall sign the Form 10-K and return an electronic
or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot
be filed on time or if a previously filed Form 10-K needs to be amended, the
Securities Administrator will follow the procedures set forth in Section
4.18(a)(vi). Promptly (but no later than one (1) Business Day) after filing with
the Commission, the Securities Administrator shall make available on its
internet website a final executed copy of each Form 10-K. The signing party at
the Master Servicer can be contacted as set forth in Section 12.05. The parties
to this Agreement acknowledge that the performance by the Securities
Administrator of its duties under Sections 4.18(a)(iv) and (vi) related to the
timely preparation, execution and filing of Form 10-K is contingent upon such
parties strictly observing all applicable deadlines in the performance of their
duties under such Sections and Sections 4.16 and Section 4.17. The Securities
Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 10-K, where such failure results from the
Securities Administrator's inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.
(D) Each Form 10-K shall include a certification (the
"Sarbanes-Oxley Certification") required to be included therewith pursuant to
the Sarbanes-Oxley Act which shall be signed by the Certifying Person and
delivered to the Securities Administrator no later than March 15th of each year
in which the Trust is subject to the reporting requirements of the Exchange Act.
The Master Servicer shall cause any Servicer, subservicer or subcontractor
engaged by it to, provide to the Person who signs the Sarbanes-Oxley
Certification (the "Certifying Person"), by March 10th of each year in which the
Trust is subject to the reporting requirements of the Exchange Act and otherwise
within a reasonable period of time upon request, a certification (each, a
"Back-Up Certification"), in the form attached hereto as Exhibit K, upon which
the Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity's officers, directors and Affiliates (collectively with
the Certifying Person, "Certification Parties") can reasonably rely. An officer
of the Master Servicer shall serve as the Certifying Person on behalf of the
Trust. Such officer of the Certifying Person can be contacted as set forth in
Section 12.05.
(iv) With respect to any Additional Form 10-D Disclosure,
Additional Form 10-K Disclosure or any Form 8-K Disclosure Information
(collectively, the "Additional Disclosure") relating to the Trust Fund, the
Securities Administrator's obligation to include such Additional Information in
the applicable Exchange Act report is subject to receipt from the entity that is
indicated in Exhibit O as the responsible party for providing that information,
if other than the Securities Administrator, as and when required as described in
Section 4.18(a)(i) through (iv) above. Such Additional Disclosure shall be
accompanied by a notice substantially in the form of Exhibit P. Each of the
Master Servicer, Sponsor, Securities Administrator and Depositor hereby agrees
to notify and provide to the extent known to the Master Servicer, the Sponsor,
the Securities Administrator and the Depositor all Additional Disclosure
relating to the Trust Fund, with respect to which such party is indicated in
Exhibit O as the responsible party for providing that information. . The
Depositor shall be responsible for any reasonable fees and expenses assessed or
incurred by the Securities Administrator in connection with including any
Additional Disclosure information pursuant to this Section
So long as the Depositor is subject to the filing requirements of the
Exchange Act with respect to the Trust Fund, the Trustee shall notify the
Securities Administrator and the Depositor of any bankruptcy or receivership
with respect to the Trustee or of any proceedings of the type described under
Item 1117 of Regulation AB that have occurred as of the related Due Period,
together with a description thereof, no later than the date on which such
information is required of other parties hereto as set forth under this Section
4.18. In addition, the Trustee shall notify the Securities Administrator and the
Depositor of any affiliations or relationships that develop after the Closing
Date between the Trustee and the Depositor, the Sponsor, the Securities
Administrator, the Master Servicer or the Custodian of the type described under
Item 1119 of Regulation AB, together with a description thereof, no later than
the date on which such information is required of other parties hereto as set
forth under this Section 4.18.
(v) (A) On or prior to January 30th of the first year in which
the Securities Administrator is able to do so under applicable law, the
Securities Administrator shall prepare and file a Form 15 relating to the
automatic suspension of reporting in respect of the Trust under the Exchange
Act.
(B) In the event that the Securities Administrator is unable
to timely file with the Commission all or any required portion of any Form 8-K,
10-D or 10-K required to be filed by this Agreement because required disclosure
information was either not delivered to it or delivered to it after the delivery
deadlines set forth in this Agreement or for any other reason, the Securities
Administrator shall promptly notify the Depositor and the Master Servicer. In
the case of Form 10-D and 10-K, the Depositor, the Master Servicer and the
Securities Administrator shall cooperate to prepare and file a Form 12b-25 and a
10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In
the case of Form 8-K, the Securities Administrator will, upon receipt of all
required Form 8-K Disclosure Information and upon the approval and direction of
the Depositor, include such disclosure information on the next Form 10-D. In the
event that any previously filed Form 10-D or 10-K needs to be amended, the
Securities Administrator shall notify the Depositor and the Master Servicer and
such parties will cooperate to prepare any necessary Form 8-K, 10-DA or 10-KA.
Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
signed by a senior officer of the Master Servicer. The Depositor and Master
Servicer acknowledge that the performance by the Securities Administrator of its
duties under this Section 4.16(a)(v) related to the timely preparation,
execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
10-D or 10-K is contingent upon the Master Servicer and the Depositor timely
performing their duties under this Section. The Securities Administrator shall
have no liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file any such
Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such
failure results from the Securities Administrator's inability or failure to
receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or file such Form 15, Form 12b-25 or any
amendments to Form 8-K, 10-D or 10-K, not resulting from its own negligence, bad
faith or willful misconduct.
The Depositor agrees to promptly furnish to the Securities
Administrator, from time to time upon request, such further information, reports
and financial statements within its control related to this Agreement, the
Mortgage Loans as the Securities Administrator reasonably deems appropriate to
prepare and file all necessary reports with the Commission. The Securities
Administrator shall have no responsibility to file any items other than those
specified in this Section 4.18; provided, however, the Securities Administrator
shall cooperate with the Depositor in connection with any additional filings
with respect to the Trust Fund as the Depositor deems necessary under the
Exchange Act. Copies of all reports filed by the Securities Administrator under
the Exchange Act shall be sent to: the Depositor c/o Bear, Stearns & Co. Inc.,
Attn: Managing Director Analysis and Control, One Metrotech Center North,
Brooklyn, New York 11202-3859. Fees and expenses incurred by the Securities
Administrator in connection with this Section 4.18 shall not be reimbursable
from the Trust Fund.
(b) In connection with the filing of any 10-K hereunder, the Sponsor as
a Servicer and the Securities Administrator shall sign a Back-Up Certification
substantially in the form of Exhibit K; provided, however, that the Sponsor and
the Securities Administrator shall not be required to undertake an analysis of
any accountant's report attached as an exhibit to the Form 10-K.
(c) The Securities Administrator shall indemnify and hold harmless the
Depositor and the Master Servicer and each of its officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach of the Securities
Administrator's obligations under Sections 4.16, 4.17 and 4.18 or the Securities
Administrator's negligence, bad faith or willful misconduct in connection
therewith.
The Depositor shall indemnify and hold harmless the Securities
Administrator and the Master Servicer and each of its officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach of the obligations of the
Depositor under Sections 4.16, 4.17 and 4.18 or the Depositor's negligence, bad
faith or willful misconduct in connection therewith.
The Master Servicer shall indemnify and hold harmless the Securities
Administrator and the Depositor and each of its respective officers, directors
and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Master Servicer under Sections 4.16, 4.17 and 4.18 or the
Master Servicer's negligence, bad faith or willful misconduct in connection
therewith.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor, the Securities Administrator or the
Master Servicer, as applicable, then the defaulting party, in connection with a
breach of its respective obligations under Sections 4.16, 4.17 and 4.18 or its
respective negligence, bad faith or willful misconduct in connection therewith,
agrees that it shall contribute to the amount paid or payable by the other
parties as a result of the losses, claims, damages or liabilities of the other
party in such proportion as is appropriate to reflect the relative fault and the
relative benefit of the respective parties.
(d) Nothing shall be construed from the foregoing subsections (a), (b)
and (c) to require the Securities Administrator or any officer, director or
Affiliate thereof to sign any Form 10-K or any certification contained therein.
Furthermore, the inability of the Securities Administrator to file a Form 10-K
as a result of the lack of required information as set forth in Section 4.18(a)
or required signatures on such Form 10-K or any certification contained therein
shall not be regarded as a breach by the Securities Administrator of any
obligation under this Agreement.
(e) Notwithstanding the provisions of Section 12.01, this Section 4.18
may be amended without the consent of the Certificateholders.
Section 4.19 Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of
Sections 4.16, 4.17 and 4.18 of this Agreement is to facilitate compliance by
the Sponsor, the Depositor and the Master Servicer with the provisions of
Regulation AB. Therefore, each of the parties agrees that (a) the obligations of
the parties hereunder shall be interpreted in such a manner as to accomplish
that purpose, (b) the parties' obligations hereunder will be supplemented and
modified as necessary to be consistent with any such amendments, interpretive
advice or guidance, convention or consensus among active participants in the
asset-backed securities markets, advice of counsel, or otherwise in respect of
the requirements of Regulation AB, (c) the parties shall comply with reasonable
requests made by the Sponsor, the Depositor, the Master Servicer or the
Securities Administrator for delivery of additional or different information as
the Sponsor, the Depositor, the Master Servicer or the Securities Administrator
may determine in good faith is necessary to comply with the provisions of
Regulation AB, and (d) no amendment of this Agreement shall be required to
effect any such changes in the obligations of the parties to this transaction as
are necessary to accommodate evolving interpretations of the provisions of
Regulation AB.
Section 4.20 UCC. The Trustee agrees to file continuation statements
for any Uniform Commercial Code financing statements which the Sponsor has
informed the Trustee were filed on the Closing Date in connection with the
Trust. The Sponsor shall file any financing statements or amendments thereto
required by any change in the Uniform Commercial Code.
Section 4.21 Optional Purchase of Certain Mortgage Loans. With respect
to any Mortgage Loans which as of the first day of a Fiscal Quarter is
delinquent in payment by 90 days or more or is an REO Property, EMC shall have
the right to purchase any Mortgage Loan from the Trust which becomes 90 days or
more delinquent or becomes an REO Property at a price equal to the Repurchase
Price; provided however (i) that such Mortgage Loan is still 90 days or more
delinquent or is an REO Property as of the date of such purchase and (ii) this
purchase option, if not theretofore exercised, shall terminate on the date prior
to the last day of the related Fiscal Quarter. This purchase option, if not
exercised, shall not be thereafter reinstated unless the delinquency is cured
and the Mortgage Loan thereafter again becomes 90 days or more delinquent or
becomes an REO Property, in which case the option shall again become exercisable
as of the first day of the related Fiscal Quarter.
In addition, EMC shall, at its option, purchase any Mortgage Loan from
the Trust if the first Due Date for such Mortgage Loan is subsequent to the
Cut-off Date and the initial Monthly Payment is not made within thirty (30) days
of such Due Date. Such purchase shall be made at a price equal to the Repurchase
Price.
If at any time EMC remits to the Securities Administrator a payment for
deposit in the Distribution Account covering the amount of the Repurchase Price
for such a Mortgage Loan, and EMC provides to the Trustee a certification signed
by a Servicing Officer stating that the amount of such payment has been
deposited in the Distribution Account, then the Trustee shall execute the
assignment of such Mortgage Loan prepared and delivered to the Trustee, at the
request of EMC, without recourse, representation or warranty, to EMC which shall
succeed to all the Trustee's right, title and interest in and to such Mortgage
Loan, and all security and documents relative thereto. Such assignment shall be
an assignment outright and not for security. EMC will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
ACCOUNTS
Section 5.01 Collection of Mortgage Loan Payments; Protected
Account.
(a) The Company shall make reasonable efforts in accordance
with customary and usual standards of practice of prudent mortgage lenders in
the respective states in which the Mortgaged Properties related to the EMC
Mortgage Loans are located to collect all payments called for under the terms
and provisions of the EMC Mortgage Loans to the extent such procedures shall be
consistent with this Agreement and the terms and provisions of any related
Required Insurance Policy. Consistent with the foregoing, the Company may in its
discretion (i) waive any late payment charge and (ii) extend the due dates for
payments due on a Mortgage Note related to an EMC Mortgage Loan for a period not
greater than 125 days. In the event of any such arrangement, the Company shall
make Advances on the related EMC Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such EMC Mortgage Loan without
modification thereof by reason of such arrangements, and shall be entitled to
reimbursement therefor in accordance with Section 6.01. The Company shall not be
required to institute or join in litigation with respect to collection of any
payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law. In addition, if (x) an EMC Mortgage Loan is in default or
default is imminent or (y) the Company delivers to the Trustee a certification
addressed to the Trustee, based on the advice of counsel or certified public
accountants, in either case, that have a national reputation with respect to
taxation of REMICs, that a modification of such EMC Mortgage Loan will not
result in the imposition of taxes on or disqualify from REMIC status any of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, the Company may, (A) amend
the related Mortgage Note to reduce the Mortgage Rate applicable thereto,
provided that such reduced Mortgage Rate shall in no event be lower than 5.00%
with respect to any EMC Mortgage Loan and (B) amend any Mortgage Note related to
an EMC Mortgage Loan to extend to the maturity thereof.
In accordance with the standards of the first paragraph of Section
3.01, the Company shall not waive (or permit a sub-servicer to waive) any
Prepayment Charge related to an EMC Mortgage Loan unless: (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally,
(ii) the enforcement thereof is illegal, or any local, state or federal agency
has threatened legal action if the prepayment penalty is enforced, (iii) the
collectability thereof shall have been limited due to acceleration in connection
with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Company, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related EMC Mortgage Loan. If a Prepayment Charge
is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge, for the benefit of
the related Class P Certificates, by remitting such amount to the Master
Servicer by the Remittance Date.
(b) The Company shall establish and maintain a Protected
Account (which shall at all times be an Eligible Account) with a depository
institution in the name of the Company for the benefit of the Trustee on behalf
of the Certificateholders and designated "U.S. Bank National Association, in
trust for registered holders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates Series 2006-AC2". The Company shall deposit or cause
to be deposited into the Protected Account on a daily basis within two Business
Days of receipt and identification, except as otherwise specifically provided
herein, the following payments and collections remitted by subservicers or
received by it in respect of the EMC Mortgage Loans subsequent to the Cut-off
Date (other than in respect of principal and interest due on the EMC Mortgage
Loans on or before the Cut-off Date) and the following amounts required to be
deposited hereunder:
(i) all payments on account of principal, including
Principal Prepayments, on the EMC Mortgage Loans;
(ii) all payments on account of interest on the EMC
Mortgage Loans net of the related Servicing Fee permitted under Section
3.10 and LPMI Fees, if any;
(iii) all Liquidation Proceeds and Insurance Proceeds
with respect to any EMC Mortgage Loans, other than proceeds to be
applied to the restoration or repair of the Mortgaged Property or
released to the Mortgagor in accordance with the Company's normal
servicing procedures;
(iv) any amount required to be deposited by the
Company pursuant to Section 5.01(c) in connection with any losses on
Permitted Investments;
(v) any amounts required to be deposited by the
Company pursuant to Section 3.05;
(vi) any Prepayment Charges collected on the EMC
Mortgage Loans; and
(vii) any other amounts required to be deposited
hereunder.
The foregoing requirements for remittance by the Company into the
Protected Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges or assumption fees, if collected, need not be remitted by the
Company. In the event that the Company shall remit any amount not required to be
remitted and not otherwise subject to withdrawal pursuant to Section 5.02, it
may at any time withdraw or direct the institution maintaining the Protected
Account, to withdraw such amount from the Protected Account, any provision
herein to the contrary notwithstanding. Such withdrawal or direction may be
accomplished by delivering written notice thereof to the institution maintaining
the Protected Account, that describes the amounts deposited in error in the
Protected Account. The Company shall maintain adequate records with respect to
all withdrawals made pursuant to this Section. Reconciliations will be prepared
for the Protected Account within 45 calendar days after the bank statement
cut-off date. All items requiring reconciliation will be resolved within 90
calendar days of their original identification. All funds deposited in the
Protected Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 5.02.
(c) The institution that maintains the Protected Account shall
invest the funds in the Protected Account, in the manner directed by the
Company, in Permitted Investments which shall mature not later than the
Remittance Date and shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All income and gain net of any losses
realized from any such investment shall be for the benefit of the Company as
servicing compensation and shall be remitted to it monthly as provided herein.
The amount of any losses incurred in the Protected Account in respect of any
such investments shall be deposited by the Company into the Protected Account,
out of the Company's own funds.
(d) The Company shall give at least 30 days advance notice to
the Trustee, the Sponsor, the Master Servicer, each Rating Agency and the
Depositor of any proposed change of location of the Protected Account prior to
any change thereof.
Section 5.02 Permitted Withdrawals From the Protected Account.
(a) The Company may from time to time make withdrawals from
the Protected Account for the following purposes:
(i) to pay itself (to the extent not previously paid
to or withheld by the Company), as servicing compensation in accordance
with Section 3.10, that portion of any payment of interest that equals
the Servicing Fee for the period with respect to which such interest
payment was made, and, as additional servicing compensation, those
other amounts set forth in Section 3.10;
(ii) to reimburse the Company for Advances made by it
with respect to the Mortgage Loans, provided, however, that the
Company's right of reimbursement pursuant to this subclause (ii) shall
be limited to amounts received on particular EMC Mortgage Loan(s)
(including, for this purpose, Liquidation Proceeds and Insurance
Proceeds and Subsequent Recoveries) that represent late recoveries of
payments of principal and/or interest on such particular EMC Mortgage
Loan(s) in respect of which any such Advance was made;
(iii) to reimburse the Company for any previously
made portion of a Servicing Advance or an Advance made by the Company
that, in the good faith judgment of the Company, will not be ultimately
recoverable by it from the related Mortgagor, any related Liquidation
Proceeds, Insurance Proceeds or otherwise (a "Nonrecoverable Advance"),
to the extent not reimbursed pursuant to clause (ii) or clause (v);
(iv) to reimburse the Company from Insurance Proceeds
for Insured Expenses covered by the related Insurance Policy;
(v) to pay the Company any unpaid Servicing Fees and
to reimburse it for any unreimbursed Servicing Advances, provided,
however, that the Company's right to reimbursement for Servicing
Advances pursuant to this subclause (v) with respect to any EMC
Mortgage Loan shall be limited to amounts received on particular EMC
Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds,
Insurance Proceeds and purchase and repurchase proceeds) that represent
late recoveries of the payments for which such Servicing Advances were
made;
(vi) to pay to the Sponsor, the Depositor or itself,
as applicable, with respect to each EMC Mortgage Loan or property
acquired in respect thereof that has been purchased pursuant to Section
2.02, 2.03 or 4.20 of this Agreement, all amounts received thereon and
not taken into account in determining the related Stated Principal
Balance of such repurchased EMC Mortgage Loan;
(vii) to pay any expenses recoverable by the Company
pursuant to Section 8.04 of this Agreement;
(viii) to withdraw pursuant to Section 5.01 any
amount deposited in the Protected Account and not required to be
deposited therein; and
(ix) to clear and terminate the Protected Account
upon termination of this Agreement pursuant to Section 11.01 hereof.
In addition, no later than 1:00 p.m. Eastern time on the Remittance
Date, the Company shall withdraw from the Protected Accounts and remit to the
Master Servicer the amount required to be withdrawn therefrom pursuant to
Section 5.05 hereof. With respect to any remittance received by the Master
Servicer from EMC after the date on which such remittance was due, EMC shall pay
to the Master Servicer interest on any such late remittance at an annual rate
equal to the prime rate announced to be in effect from time to time as published
as the average rate in The Wall Street Journal (Northeast Edition), plus two
percentage points, but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be deposited in EMC's Protected Account by
EMC on the date such late payment is made and shall cover the period commencing
with the day following the date on which such remittance was due and ending with
the Business Day on which such remittance is made, both inclusive. Such interest
shall be remitted along with the distribution payable on the next succeeding
Remittance Date. The payment by EMC of any such interest shall not be deemed an
extension of time for payment or a waiver of any Event of Default with respect
to EMC.
The Company shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Protected Account pursuant to subclauses (i), (ii), (iv), (v) and (vi)
above. Prior to making any withdrawal from the Protected Account pursuant to
subclause (iii), the Company shall deliver to the Trustee an Officer's
Certificate of a Servicing Officer indicating the amount of any previous Advance
or Servicing Advance determined by the Company to be a Nonrecoverable Advance
and identifying the related EMC Mortgage Loan(s), and their respective portions
of such Nonrecoverable Advance.
Section 5.03 Reports to Master Servicer.
On or before the tenth calendar day of each month, the Company shall
furnish to the Master Servicer electronically in a format acceptable to the
Master Servicer loan accounting reports in the investor's assigned loan number
order to document the payment activity on each EMC Mortgage Loan on an
individual mortgage loan basis. With respect to each month, such loan accounting
reports shall contain the following:
(i) with respect to each Scheduled Payment and each
Loan Group (on both an actual and scheduled basis with respect to
mortgage loan balances and on an actual basis with respect to
paid-through dates), the amount of such remittance allocable to
principal (including a separate breakdown of any Principal Prepayment,
including the amount of any Prepayment Interest Shortfall);
(ii) with respect to each Monthly Payment and each
Loan Group, the amount of such remittance allocable to scheduled
interest;
(iii) the amount of servicing compensation received
by the Company during the prior calendar month;
(iv) with respect to each Loan Group, the aggregate
stated principal balance of the EMC Mortgage Loans;
(v) with respect to each Loan Group, the aggregate
amount of Advances made by the Company pursuant to Section 6.01;
(vi) with respect to each Loan Group the aggregate of
any expenses reimbursed to the Company during the prior calendar month
pursuant to Section 5.02;
(vii) with respect to each Loan Group the number and
aggregate outstanding principal balances of EMC Mortgage Loans (a)
delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more;
(b) as to which foreclosure has commenced; and (c) as to which REO
Property has been acquired; and
(viii) with respect to each Loan Group the amount of
any Prepayment Charges collected by the Company and the amount of
Prepayment Charges paid by the Company in connection with a waiver that
is not permitted under this Agreement.
Section 5.04 Collection of Taxes; Assessments and Similar Items;
Escrow Accounts.
With respect to each EMC Mortgage Loan, to the extent required by the
related Mortgage Note, the Company shall establish and maintain one or more
accounts (each, an "Escrow Account") and deposit and retain therein all
collections from the Mortgagors (or advances by the Company) for the payment of
taxes, assessments, hazard insurance premiums or comparable items for the
account of the Mortgagors. Nothing herein shall require the Company to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.
Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to reimburse
the Company out of related collections for any payments made with respect to
each EMC Mortgage Loan pursuant to Section 3.01 (with respect to taxes and
assessments and insurance premiums) and Section 3.05 (with respect to hazard
insurance), to refund to any Mortgagors for any EMC Mortgage Loans any sums as
may be determined to be overages, to pay interest, if required by law or the
terms of the related Mortgage or Mortgage Note, to such Mortgagors on balances
in the Escrow Account or to clear and terminate the Escrow Account at the
termination of this Agreement in accordance with Section 11.01 thereof. The
Escrow Account shall not be a part of the Trust Fund.
Section 5.05 Servicer Protected Accounts.
(a) The Master Servicer shall enforce the obligation of the
Company and the Servicers to establish and maintain a Protected Account in
accordance with this Agreement and the Servicing Agreements, with records to be
kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which
accounts shall be deposited within one Business Day (or as of such other time
specified in the Servicing Agreements) of receipt all collections of principal
and interest on any Mortgage Loan and with respect to any REO Property received
by the Company or the related Servicer, including Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries, and advances
made from the Company's or such Servicer's own funds (less servicing
compensation as permitted by this Agreement or the related Servicing Agreement)
and all other amounts to be deposited in the Protected Accounts. Each of the
Company and the Servicers are hereby authorized to make withdrawals from and
deposits to the related Protected Account for purposes required or permitted by
this Agreement. To the extent provided in this Agreement or any Servicing
Agreement, the Protected Account shall be held in a Designated Depository
Institution and segregated on the books of such institution in the name of the
Trustee for the benefit of Certificateholders.
(b) To the extent provided in this Agreement or any Servicing
Agreement, amounts on deposit in a Protected Account may be invested in
Permitted Investments in the name of the Trustee for the benefit of
Certificateholders and, except as provided in the preceding paragraph, not
commingled with any other funds, such Permitted Investments to mature, or to be
subject to redemption or withdrawal, no later than the date on which such funds
are required to be withdrawn for deposit in the Distribution Account, and shall
be held until required for such deposit. The income earned from Permitted
Investments made pursuant to this Section 5.05 shall be paid to the Company or
the related Servicer under this Agreement or the related Servicing Agreement,
and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the
risk of the Company or the related Servicer, as the case may be. The Company or
the related Servicer (to the extent provided in this Agreement or the related
Servicing Agreement) shall deposit the amount of any such loss in the Protected
Account within two Business Days of receipt of notification of such loss but not
later than the second Business Day prior to the Distribution Date on which the
moneys so invested are required to be distributed to the Certificateholders.
(c) To the extent provided in this Agreement or the related
Servicing Agreement and subject to this Article V, on or before each Remittance
Date, the Company or the related Servicer shall withdraw or shall cause to be
withdrawn from its Protected Account and shall immediately deposit or cause to
be deposited in the Distribution Account amounts representing the following
collections and payments (other than with respect to principal of or interest on
the Mortgage Loans due on or before the Cut-off Date):
(i) With respect to each Loan Group Scheduled
Payments on the Mortgage Loans received or any related portion thereof
advanced by the Company or the related Servicer pursuant to the related
Servicing Agreement which were due on or before the related Due Date,
net of the amount thereof comprising the Servicing Fees;
(ii) with respect to each Loan Group, Full Principal
Prepayments and any Liquidation Proceeds received by the Company or the
related Servicer with respect to such Mortgage Loans in the related
Prepayment Period, with interest to the date of prepayment or
liquidation, net of the amount thereof comprising the Servicing Fees
and LPMI Fees, if any;
(iii) With respect to each Loan Group, Partial
Principal Prepayments received by the Company or the related Servicer
for such Mortgage Loans in the related Prepayment Period;
(iv) With respect to each Loan Group any amount to be
used as an Advance; and
(v) With respect to each Loan Group, the amount of
any Prepayment Charges collected with respect to the Mortgage Loans and
the amount of any Prepayment Charges paid by the Company or the related
Servicer in connection with the waiver of a Prepayment Charge in a
manner that is not permitted under this Agreement or the related
Servicing Agreement.
(d) with respect to each Loan Group, withdrawals may be made
from a Protected Account by the Company as described in Section 5.02 hereof and
by the Master Servicer or the related Servicer only to make remittances as
provided in Section 5.05(c), 5.06 and 5.07; to reimburse the Master Servicer or
the Servicer for Advances which have been recovered by subsequent collection
from the related Mortgagor; to remove amounts deposited in error; to remove
fees, charges or other such amounts deposited on a temporary basis; or to clear
and terminate the account at the termination of this Agreement in accordance
with Section 11.01. As provided in Sections 5.05(c) and 5.07(b) certain amounts
otherwise due to the related Servicer may be retained by the related Servicer
and need not be deposited in the Distribution Account.
Section 5.06 [Reserved].
Section 5.07 [Reserved].
Section 5.08 Distribution Account.
(a) The Securities Administrator shall establish and maintain
in the name of the Trustee, for the benefit of the Certificateholders, the
Distribution Account as a segregated trust account or accounts. The Distribution
Account shall be an Eligible Account. The Master Servicer or Servicer, as the
case may be, will remit to the Securities Administrator for deposit in the
Distribution Account the following amounts:
(i) with respect to each Loan Group, any Advance and
any Compensating Interest Payments;
(ii) with respect to each Loan Group, any Insurance
Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or
on behalf of the Master Servicer or which were not deposited in a
Protected Account;
(iii) with respect to each Loan Group, the Repurchase
Price with respect to any Mortgage Loans purchased by the Sponsor or
Section 2.02 or 2.03, any amounts which are to be treated pursuant to
Section 5.09 of this Agreement as the payment of such a Repurchase
Price, the Repurchase Price with respect to any Mortgage Loans
purchased by EMC pursuant to Section 4.20, and all proceeds of any
Mortgage Loans or property acquired with respect thereto repurchased by
the Sponsor or its designee pursuant to Section 11.01;
(iv) with respect to each Loan Group, any amounts
required to be deposited with respect to losses on investments of
deposits in an Account; and
(v) with respect to each Loan Group, any other
amounts received by or on behalf of the Master Servicer or the Trustee
and required to be deposited in the Distribution Account pursuant to
this Agreement.
(c) All amounts deposited to the Distribution Account shall be
held by the Securities Administrator in the name of the Trustee in trust for the
benefit of the Certificateholders in accordance with the terms and provisions of
this Agreement. The requirements for crediting the Distribution Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption,
tax service, statement account or payoff, substitution, satisfaction, release
and other like fees and charges, need not be credited by the Master Servicer or
the related Servicer to the Distribution Account. In the event that the Master
Servicer shall deposit or cause to be deposited to the Distribution Account any
amount not required to be credited thereto, the Securities Administrator, upon
receipt of a written request therefor signed by a Servicing Officer of the
Master Servicer, shall promptly transfer such amount to the Master Servicer, any
provision herein to the contrary notwithstanding.
(d) The Distribution Account shall constitute a trust account
of the Trust Fund segregated on the books of the Securities Administrator and
held by the Securities Administrator and the Distribution Account and the funds
deposited therein shall not be subject to, and shall be protected from, all
claims, liens, and encumbrances of any creditors or depositors of the Securities
Administrator (whether made directly, or indirectly through a liquidator or
receiver of the Securities Administrator. The amount at any time credited to the
Distribution Account may be, as directed by the Master Servicer, held either
uninvested in a trust or deposit account of the Securities Administrator with no
liability for interest or other compensation thereof, except as otherwise agreed
in writing with the Master Servicer, or invested in the name of the Trustee, in
such Permitted Investments as may be selected by the Master Servicer on such
direction which mature not later than the Business Day next preceding the
succeeding Distribution Date, except if such Permitted Investment is an
obligation of or is managed by the institution that maintains such fund or
account, then such Permitted Investment shall mature not later than such
Distribution Date. Permitted Investments in respect of the Distribution Account
shall not be sold or disposed of prior to their maturity. All investment
earnings on amounts on deposit in the Distribution Account or benefit from funds
uninvested therein from time to time shall be for the account of the Master
Servicer. The Master Servicer shall be permitted to receive distribution of any
and all investment earnings from the Distribution Account on each Distribution
Date. If there is any loss on a Permitted Investment or demand deposit, the
Master Servicer shall deposit the amount of the loss in the Distribution
Account. With respect to the Distribution Account and the funds deposited
therein, the Securities Administrator shall take such action as may be necessary
to ensure that the Certificateholders shall be entitled to the priorities
afforded to such a trust account (in addition to a claim against the estate of
the Securities Administrator) as provided by 12 U.S.C. ss. 92a(e), and
applicable regulations pursuant thereto, if applicable, or any applicable
comparable state statute applicable to state chartered banking corporations.
Section 5.09 Permitted Withdrawals and Transfers from the
Distribution Account.
(a) The Securities Administrator will make such withdrawals or
transfers from the Distribution Account as the Master Servicer has designated
for such transfer or withdrawal pursuant to this Agreement or any Servicing
Agreement (limited in the case of amounts due the Master Servicer to those not
withdrawn from the Distribution Account in accordance with the terms of this
Agreement; provided that the Securities Administrator shall not be responsible
for such determination and may rely on the Master Servicer's instructions under
this Section 5.09):
(i) to reimburse the Master Servicer, the Company or
the related Servicer for any Advance or Servicing Advance of its own
funds, the right of the Master Servicer, the Company or the related
Servicer to reimbursement pursuant to this subclause (i) being limited
to amounts received on a particular Mortgage Loan (including, for this
purpose, the Repurchase Price therefor, Insurance Proceeds and
Liquidation Proceeds) which represent late payments or recoveries of
the principal of or interest on such Mortgage Loan respecting which
such Advance or Servicing Advance was made;
(ii) to reimburse the Master Servicer, the Company or
the related Servicer from Insurance Proceeds or Liquidation Proceeds
relating to a particular Mortgage Loan for amounts expended by the
Master Servicer, the Company or the related Servicer in good faith in
connection with the restoration of the related Mortgaged Property which
was damaged by an uninsured cause or in connection with the liquidation
of such Mortgage Loan;
(iii) to reimburse the Master Servicer, the Company
or the related Servicer from Insurance Proceeds relating to a
particular Mortgage Loan for insured expenses incurred with respect to
such Mortgage Loan and to reimburse the Master Servicer, the Company or
the related Servicer from Liquidation Proceeds from a particular
Mortgage Loan for Liquidation Expenses incurred with respect to such
Mortgage Loan; provided that the Master Servicer shall not be entitled
to reimbursement for Liquidation Expenses with respect to a Mortgage
Loan to the extent that (i) any amounts with respect to such Mortgage
Loan were paid as Excess Liquidation Proceeds pursuant to clause (x) of
this Subsection (a) to the Master Servicer; and (ii) such Liquidation
Expenses were not included in the computation of such Excess
Liquidation Proceeds;
(iv) to reimburse the Master Servicer, the Company or
a Servicer for advances of funds pursuant to this Agreement or the
related Servicing Agreement, and the right to reimbursement pursuant to
this subclause being limited to amounts received on the related
Mortgage Loan (including, for this purpose, the Repurchase Price
therefor, Insurance Proceeds and Liquidation Proceeds) which represent
late recoveries of the payments for which such advances were made;
(v) to reimburse the Master Servicer, the Company or
a Servicer for any Advance or advance, after a Realized Loss has been
allocated with respect to the related Mortgage Loan if the Advance or
advance has not been reimbursed pursuant to clauses (i) through (iv);
(vi) to pay the Master Servicer as set forth in
Section 4.14;
(vii) to reimburse the Master Servicer for expenses,
costs and liabilities incurred by and reimbursable to it pursuant to
Sections 4.03, 8.04(c) and (d) and 12.02 or otherwise reimbursable to
it pursuant to this Agreement;
(viii) to pay to the Master Servicer, as additional
servicing compensation, any Excess Liquidation Proceeds with respect to
each Loan Group to the extent not retained by the Company or the
related Servicer;
(ix) to reimburse or pay the Company or the related
Servicer any such amounts as are due thereto under this Agreement or
the related Servicing Agreement and have not been retained by or paid
to the Company or the related Servicer, to the extent provided herein
and in the related Servicing Agreement;
(x) to reimburse the Trustee, the Custodian or the
Securities Administrator for expenses, costs and liabilities incurred
by or reimbursable to it pursuant to this Agreement;
(xi) to remove amounts deposited in error; and
(xii) to clear and terminate the Distribution Account
pursuant to Section 11.01.
(b) The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
accounting for any reimbursement from the Distribution Account pursuant to
subclauses (i) through (iv), inclusive, and (vi) or with respect to any such
amounts which would have been covered by such subclauses had the amounts not
been retained by the Master Servicer without being deposited in the Distribution
Account under Section 5.08.
(c) On each Distribution Date, the Securities Administrator
shall distribute the Group I Available Funds and Group II Available Funds to the
extent of funds on deposit in the Distribution Account to the Holders of the
related Certificates in accordance with the Remittance Report upon which the
Securities Administrator may conclusively rely.
DISTRIBUTIONS AND ADVANCES
Section 6.01 Advances.
(a) The Company shall make an Advance with respect to any EMC
Mortgage Loan and remit such Advance to the Securities Administrator for deposit
in the Distribution Account no later than 1:00 p.m. Eastern time on the
Remittance Date in immediately available funds. The Master Servicer shall cause
the related Servicer to remit any such Advance required pursuant to the terms of
the related Servicing Agreement. The Company or the related Servicer, as
applicable, shall be obligated to make any such Advance only to the extent that
such advance would not be a Nonrecoverable Advance. If the Company or the
related Servicer shall have determined that it has made a Nonrecoverable Advance
or that a proposed Advance or a lesser portion of such Advance would constitute
a Nonrecoverable Advance, the Company or the related Servicer, as the case may
be, shall deliver (i) to the Securities Administrator for the benefit of the
Certificateholders funds constituting the remaining portion of such Advance, if
applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency,
the Insurer and the Trustee an Officer's Certificate setting forth the basis for
such determination. Subject to the Master Servicer's recoverability
determination, in the event that a Servicer (other than Wells Fargo) fails to
make a required Advance, the Master Servicer, as successor servicer, shall be
required to remit the amount of such Advance to the Distribution Account. In the
event that Wells Fargo as Servicer or the Master Servicer fails to make a
required Advance, the Trustee, as successor servicer or successor master
servicer, as applicable, shall be required to remit the amount of such Advance
to the Distribution Account.
In lieu of making all or a portion of such Advance from its own funds,
the Company may (i) cause to be made an appropriate entry in its records
relating to the Protected Account that any Amounts Held for Future Distribution
has been used by the Company in discharge of its obligation to make any such
Advance and (ii) transfer such funds from the Protected Account to the
Distribution Account. Any funds so applied and transferred shall be replaced by
the Company by deposit in the Distribution Account, no later than the close of
business on the Remittance Date immediately preceding the Distribution Date on
which such funds are required to be distributed pursuant to this Agreement.
The Company shall be entitled to be reimbursed from the Protected
Account for all Advances of its own funds made pursuant to this Section as
provided in Section 5.02. The obligation to make Advances with respect to any
EMC Mortgage Loan shall continue until such EMC Mortgage Loan is paid in full or
the related Mortgaged Property or related REO Property has been liquidated or
until the purchase or repurchase thereof (or substitution therefor) from the
Trust Fund pursuant to any applicable provision of this Agreement, except as
otherwise provided in this Section 6.01.
(b) If the Scheduled Payment on a Mortgage Loan that was due
on a related Due Date and is delinquent other than as a result of application of
the Relief Act and for which the Company or the related Servicer was required to
make an Advance pursuant to this Agreement or the related Servicing Agreement
exceeds the related Servicing Fee with respect to such Mortgage Loan, the Master
Servicer will remit to the Securities Administrator, who in turn will deposit in
the Distribution Account not later than the Business Date prior to the
Distribution Date an amount equal to such deficiency, net of the Servicing Fee
for such Mortgage Loan except to the extent the Master Servicer determines any
such Advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds
or future payments on the Mortgage Loan for which such Advance was made. Subject
to the foregoing, the Master Servicer shall continue to make such Advances
through the date that the Company or the related Servicer is required to do so
under this Agreement or the related Servicing Agreement, as applicable. If
applicable, on the related Remittance Date, the Master Servicer shall present an
Officer's Certificate to the Trustee (i) stating that the Master Servicer elects
not to make an Advance in a stated amount and (ii) detailing the reason it deems
the advance to be nonrecoverable.
Subject to and in accordance with the provisions of Article IX hereof,
in the event the Master Servicer fails to make such Advance, then the Trustee,
as Successor Master Servicer, shall be obligated to make such Advance, subject
to the provisions of this Section 6.01.
Section 6.02 Compensating Interest Payments.
(a) In the event that there is a Prepayment Interest Shortfall
arising from a voluntary Principal Prepayment in part or in full by the
Mortgagor with respect to any EMC Mortgage Loan, the Company shall, to the
extent of the Servicing Fee for such Distribution Date, deposit into the
Distribution Account, as a reduction of the Servicing Fee for such Distribution
Date, no later than the close of business on the Remittance Date immediately
preceding such Distribution Date, an amount equal to the Prepayment Interest
Shortfall; and in case of such deposit, the Company shall not be entitled to any
recovery or reimbursement from the Depositor, the Trustee, the Sponsor, the
Master Servicer, the Securities Administrator, the Trust Fund or the
Certificateholders.
(b) The Master Servicer shall cause each Servicer under the
related Servicing Agreement to remit any required Compensating Interest Payments
to the Distribution Account on the Remittance Date.
(c) The Master Servicer shall be required to remit the amount
of any such Prepayment Interest Shortfalls, to the extent of the Master
Servicing Compensation for such Distribution Date, in the event the Company or
the related Servicer is required to make such payment but fails to do so.
Section 6.03 REMIC Distributions. On each Distribution Date, the
Securities Administrator, as agent for the Trustee, shall be deemed to make
distributions to the REMIC Regular Interests in accordance with Section 6.07
hereof.
Section 6.04 Distributions.
(a) On each Distribution Date, the Group I Available Funds for
such Distribution Date shall be withdrawn by the Securities Administrator to the
extent of such Group I Available Funds on deposit in the Distribution Account
and distributed as directed in accordance with the Remittance Report for such
Distribution Date, in the following order of priority:
FIRST, from Interest Funds in respect of Loan Group I in the
following order of priority:
1. To the Holders of the Class I-A Certificates, concurrently
on a pro rata basis, the related Monthly Interest Distributable Amount
for such Class for such Distribution Date;
2. To the Holders of the Class I-M-1 Certificates, the related
Monthly Interest Distributable Amount for such Class for such
Distribution Date;
3. To the Holders of the Class I-M-2 Certificates, the related
Monthly Interest Distributable Amount for such Class for such
Distribution Date;
4. To the Holders of the Class I-M-3 Certificates, the related
Monthly Interest Distributable Amount for such Class for such
Distribution Date;
5. To the Holders of the Class I-B-1 Certificates, the related
Monthly Interest Distributable Amount for such Class for such
Distribution Date;
6. To the Holders of the Class I-B-2 Certificates, the related
Monthly Interest Distributable Amount for such Class for such
Distribution Date;
7. To the Holders of the Class I-B-3 Certificates, the related
Monthly Interest Distributable Amount for such Class for such
Distribution Date; and
8. To the Holders of the Class I-B-4 Certificates, the related
Monthly Interest Distributable Amount for such Class for such
Distribution Date.
Any Excess Spread for Loan Group I to the extent necessary to meet a
level of overcollateralization equal to the Group I Overcollateralization Target
Amount shall be the Group I Overcollateralization Increase Amount and shall be
included as part of the Principal Distribution Amount with respect to Loan Group
I; provided, however, after the earlier of (1) the 20% Clean-Up Call Date and
(2) Early Turbo Payment Date, any Excess Spread will be used first to pay the
Group I Overcollateralization Increase Amount, then to pay any Net Interest
Shortfalls related to Loan Group I and Net WAC Rate Carryover Amounts pursuant
to clause THIRD below, and any remaining amounts, together with the Group I
Overcollateralization Increase Amount, shall be the Group I Extra Principal
Distribution Amount and will be distributed as part of the Principal
Distribution Amount.
On any Distribution Date, any Net Interest Shortfalls with respect to
Loan Group I shall be allocated to the Group I Certificates (other than the
Class I-P Certificates and Class I-R Certificates) as set forth in the
definition of "Monthly Interest Distributable Amount" in Section 1.01 and in
Section 1.02.
SECOND, the Principal Distribution Amount with respect to Loan
Group I for any Distribution Date shall be distributed to the Group I Offered
Certificates and Class I-B-4 Certificates, on a pro rata basis, based on the
Certificate Principal Balance of each such Class, until the Certificate
Principal Balances thereof have been reduced to zero.
THIRD, on each Distribution Date after the payment of interest
and principal to the Group I Offered Certificates and Class I-B-4 Certificates
as described in priorities FIRST and SECOND of this clause (a), any Net Monthly
Excess Cashflow with respect to Loan Group I for such Distribution Date shall be
distributed as follows:
1. To the Holders of the Class I-A Certificates, on a pro rata
basis, then to the Holders of the Class I-M-1 Certificates, then to the
Holders of the Class I-M-2 Certificates, then to the Holders of the
Class I-M-3 Certificates, then to the Holders of the Class I-B-1
Certificates, then to the Holders of the Class I-B-2 Certificates, then
to the Holders of the Class I-B-3 Certificates and then to the Holders
of the Class I-B-4 Certificates, any related Net Interest Shortfalls
for such Classes of Certificates on such Distribution Date, to the
extent not previously reimbursed;
2. To the Holders of the Class I-M-1 Certificates, in an
amount equal to the Applied Realized Loss Amount for such Class;
3. To the Holders of the Class I-M-2 Certificates, in an
amount equal to the Applied Realized Loss Amount for such Class;
4. To the Holders of the Class I-M-3 Certificates, in an
amount equal to the Applied Realized Loss Amount for such Class;
5. To the Holders of the Class I-B-1 Certificates, in an
amount equal to the Applied Realized Loss Amount for such Class;
6. To the Holders of the Class I-B-2 Certificates, in an
amount equal to the Applied Realized Loss Amount for such Class;
7. To the Holders of the Class I-B-3 Certificates, in an
amount equal to the Applied Realized Loss Amount for such Class;
8. To the Holders of the Class I-B-4 Certificates, in an
amount equal to the Applied Realized Loss Amount for such Class;
9. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, in respect of the Class I-A
Certificates, the Net WAC Rate Carryover Amount for such Class for such
Distribution Date and to the extent unpaid, and to the extent such
amount exceeds the amounts then on deposit in the Net WAC Reserve Fund;
10. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, in respect of the Class
I-M-1 Certificates, the Net WAC Rate Carryover Amount for such Class
for such Distribution Date or any prior Distribution Dates to the
extent unpaid and to the extent such amount exceeds the amounts then on
deposit in the Net WAC Reserve Fund;
11. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, in respect of the Class
I-M-2 Certificates, the Net WAC Rate Carryover Amount for such Class
for such Distribution Date or any prior Distribution Dates to the
extent unpaid and to the extent such amount exceeds the amounts then on
deposit in the Net WAC Reserve Fund;
12. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, in respect of the Class
I-M-3 Certificates, the Net WAC Rate Carryover Amount for such Class
for such Distribution Date or any prior Distribution Dates to the
extent unpaid and to the extent such amount exceeds the amounts then on
deposit in the Net WAC Reserve Fund;
13. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, in respect of the Class
I-B-1 Certificates, the Net WAC Rate Carryover Amount for such Class
for such Distribution Date or any prior Distribution Dates to the
extent unpaid and to the extent such amount exceeds the amounts then on
deposit in the Net WAC Reserve Fund;
14. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, in respect of the Class
I-B-2 Certificates, the Net WAC Rate Carryover Amount for such Class
for such Distribution Date or any prior Distribution Dates to the
extent unpaid and to the extent such amount exceeds the amounts then on
deposit in the Net WAC Reserve Fund;
15. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, in respect of the Class
I-B-3 Certificates, the Net WAC Rate Carryover Amount for such Class
for such Distribution Date or any prior Distribution Dates to the
extent unpaid and to the extent such amount exceeds the amounts then on
deposit in the Net WAC Reserve Fund;
16. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, in respect of the Class
I-B-4 Certificates, the Net WAC Rate Carryover Amount for such Class
for such Distribution Date or any prior Distribution Dates to the
extent unpaid and to the extent such amount exceeds the amounts then on
deposit in the Net WAC Reserve Fund;
17. From amounts otherwise distributable to the Class I-C
Certificates, to the Net WAC Reserve Fund, to maintain a balance in the
Net WAC Reserve Fund equal to the Net WAC Reserve Fund Deposit;
18. To the Holders of the Class I-C Certificates, the Class
I-C Distribution Amount less amounts distributed pursuant to items 9
through 17 of this priority THIRD; and
19. To the Holders of the Class I-R-1, Class I-R-2 and Class
I-R-3 Certificates, any amount of Net Monthly Excess Cashflow with
respect to Loan Group I remaining after distributions pursuant to items
1 through 18 of this priority THIRD, based on the related REMIC in
which such amounts remain.
(b) On each Distribution Date, the Group II Available Funds
for Loan Group II-1 for such Distribution Date shall be withdrawn by
the Securities Administrator to the extent of such Group II Available
Funds on deposit in the Distribution Account and distributed as
directed in accordance with the Remittance Report for such Distribution
Date, in the following order of priority:
FIRST, to the Class II-1A-1, Class II-1A-2, Class II-1A-3,
Class II-1A-4, Class II-1A-5, Class II-1A-6 and the portion of the Class II-X
Certificates attributable to Loan Group II-1, on a pro rata basis, the Accrued
Certificate Interest on such Classes for such Distribution Date. As described
below, accrued interest on the Class II-1A-1, Class II-1A-2, Class II-1A-3,
Class II-1A-4, Class II-1A-5, Class II-1A-6 and Class II-X Certificates is
subject to reduction in the event of certain Net Interest Shortfalls allocable
thereto;
SECOND, to the Class II-1A-1, Class II-1A-2, Class II-1A-3,
Class II-1A-4, Class II-1A-5, Class II-1A-6 and the portion of the Class II-X
Certificates attributable to Loan Group II-1, on a pro rata basis, any Accrued
Certificate Interest thereon remaining undistributed from previous Distribution
Dates, to the extent of remaining Group II Available Funds for Loan Group II-1;
THIRD, to the extent of the remaining Group II Available Funds
for Loan Group II-1, to the Class II-1R-1 Certificates and Class II-1R-2
Certificates, on a pro rata basis, in reduction of the Certificate Principal
Balances thereof, until the Certificate Principal Balances thereof have been
reduced to zero;
FOURTH, to the extent of the remaining Group II Available
Funds for Loan Group II-1, first, to the Class II-1A-1 Certificates and Class
II-1A-2 Certificates, pro rata, and then to the Class II-1A-3 Certificates, in
reduction of the Certificate Principal Balances thereof, the related Group II
Senior Principal Distribution Amount remaining after the distribution under
Section 6.04(b) clause THIRD above, until the aggregate Certificate Principal
Balances thereof have been reduced to the Aggregate Planned Principal Amount for
such Distribution Date as indicated in Exhibit S;
FIFTH; to the extent of the remaining Group II Available Funds
for Loan Group II-1, to the Class II-1A-4 and Class II-1A-5 Certificates,
sequentially, in that order, the related Group II Senior Principal Distribution
Amount remaining after the distributions under Section 6.04(b) clauses THIRD and
FOURTH above, until the Certificate Principal Balance of each such Class has
been reduced to zero;
SIXTH; to the extent of the remaining Group II Available Funds
for Loan Group II-1, to the Class II-1A-1 and Class II-1A-2 Certificates, pro
rata, and then to the Class II-1A-3 Certificates, in reduction of the
Certificate Principal Balances thereof, the related Group II Senior Principal
Distribution Amount remaining after the distributions under Section 6.04(b)
clauses THIRD, FOURTH and FIFTH above, in each case without regard to the
Aggregate Planned Principal Amount for such Distribution Date, until the
Certificate Principal Balance of each such Class has been reduced to zero;
SEVENTH; to the extent of the remaining Group II Available
Funds for Loan Group II-1, to the Class II-1A-6 Certificates, the related Group
II Senior Principal Distribution Amount remaining after the distributions under
Section 6.04(b) clauses THIRD, FOURTH, FIFTH and SIXTH above, until the
Certificate Principal Balance thereof has been reduced to zero;
EIGHTH, to the Class II-1PO Component of the Class II-PO
Certificates, the Class II-PO Certificate Principal Distribution Amount for Loan
Group II-1 for such Distribution Date to the extent of the remaining Group II
Available Funds for Loan Group II-1, until the Certificate Principal Balance
thereof has been reduced to zero; and
NINTH, to the Class II-1PO Component of the Class II-PO
Certificates, the Class II-PO Certificate Deferred Payment Writedown Amount
attributable to Loan Group II-1, provided, that (i) on any Distribution Date,
distributions pursuant to this priority NINTH shall not exceed the excess, if
any, of (x) Group II Available Funds for Loan Group II-1 remaining after giving
effect to distributions pursuant to priority FIRST through EIGHTH of this clause
(b) above over (y) the sum of the amount of Accrued Certificate Interest for
such Distribution Date and Accrued Certificate Interest remaining undistributed
from previous Distribution Dates on all Classes of Group II Subordinate
Certificates then outstanding that are attributable to Available Funds for Loan
Group II-1, (ii) such distributions shall not reduce the Certificate Principal
Balance of the Class II-PO Certificates and (iii) no distribution shall be made
in respect of the Class II-PO Certificate Deferred Payment Writedown Amount on
or after the Cross-Over Date.
(c) On each Distribution Date, the Group II Available Funds
for Loan Group II-2 for such Distribution Date shall be withdrawn by the
Securities Administrator to the extent of such Group II Available Funds on
deposit in the Distribution Account and distributed as directed in accordance
with the Remittance Report for such Distribution Date, in the following order of
priority:
FIRST, to the Class II-2A-1, Class II-2A-2, Class II-2A-3,
Class II-2A-4 and the portion of the Class II-X Certificates attributable to
Loan Group II-2, on a pro rata basis, the Accrued Certificate Interest on such
Classes for such Distribution Date;
SECOND, to the Class II-2A-1, Class II-2A-2, Class II-2A-3,
Class II-2A-4 and the portion of the Class II-X Certificates attributable to
Loan Group II-2, on a pro rata basis, any Accrued Certificate Interest thereon
remaining undistributed from previous Distribution Dates, to the extent of
remaining Group II Available Funds for Loan Group II-2;
THIRD, to the extent of the remaining Group II Available Funds
for Loan Group II-2, to the Class II-2A-1, Class II-2A-2, and Class II-2A-3
Certificates, sequentially, in that order, the related Group II Senior Principal
Distribution Amount, in reduction of the Certificate Principal Balances thereof,
until the Certificate Principal Balances thereof have been reduced to zero;
FOURTH, to the Class II-2PO Component of the Class II-PO
Certificates, the related Class II-PO Certificate Principal Distribution Amount
for Loan Group II-2 for such Distribution Date to the extent of the remaining
Group II Available Funds for Loan Group II-2, until the Certificate Principal
Balance thereof has been reduced to zero; and
FIFTH, to the Class II-2PO Component of the Class II-PO
Certificates, the Class II-PO Certificate Deferred Payment Writedown Amount for
Loan Group II-2, provided that, (i) on any Distribution Date, distributions
pursuant to this priority FIFTH shall not exceed the excess, if any, of (x)
Group II Available Funds for Loan Group II-2 remaining after giving effect to
distributions pursuant to priority FIRST through FOURTH of this clause (b) above
over (y) the sum of the amount of Accrued Certificate Interest for such
Distribution Date and Accrued Certificate Interest attributable to Loan Group
II-2 remaining undistributed from previous Distribution Dates on all Classes of
Group II Subordinate Certificates then outstanding, (ii) such distributions
shall not reduce the Certificate Principal Balance of the Class II-PO
Certificates and (iii) no distribution shall be made in respect of the Class
II-PO Certificate Deferred Payment Writedown Amount on or after the related
Cross-Over Date.
(d) Except as provided in section (e) or (f) below, on each
Distribution Date on or prior to the related Cross-Over Date, an amount equal to
the sum of the remaining Group II Available Funds after the distributions in (b)
and (c) above shall be distributed sequentially, in the following order, to the
Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class
II-B-6 Certificates, respectively, in each case up to an amount equal to and in
the following order: (a) the Accrued Certificate Interest thereon for such
Distribution Date, (b) any Accrued Certificate Interest thereon remaining
undistributed from previous Distribution Dates and (c) such Class's Allocable
Share, if any, for such Distribution Date, in each case, to the extent of the
sum of the remaining Group II Available Funds.
(e) On each Distribution Date prior to the Cross-Over Date but
after the reduction of the Certificate Principal Balance of all of the Group II
Senior Certificates, or component thereof, related to Loan Group II-1 or Loan
Group II-2 to zero, the remaining Class or Classes of Group II Senior
Certificates, or component thereof (other than the Interest Only Certificates)
will be entitled to receive in reduction of their Certificate Principal
Balances, pro rata based upon their Certificate Principal Balances immediately
prior to such Distribution Date, in addition to any Principal Prepayments
related to such remaining Group II Senior Certificates' or component's
respective Loan Group allocated to such Group II Senior Certificates, or
component thereof, 100% of the Principal Prepayments on any Mortgage Loan in the
Loan Group relating to the fully repaid Class or Classes of Group II Senior
Certificates, or component thereof; provided, however, that if (A) the weighted
average of the Subordinate Percentages on such Distribution Date equals or
exceeds two times the initial weighted average of the Subordinate Percentages
and (B) the aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group II delinquent 60 days or more (including for this purpose any such
Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to
which the related mortgaged property has been acquired by the Trust), averaged
over the last six months, as a percentage of the sum of the aggregate
Certificate Principal Balance of the Subordinate Certificates does not exceed
50%, then the additional allocation of Principal Prepayments to the Group II
Senior Certificates (other than the Class II-2A-4 and the Class II-X
Certificates) or component thereof in accordance with this paragraph (e) will
not be made and 100% of the Principal Prepayments on any Mortgage Loan in the
Loan Group relating to the fully repaid Class or Classes of Group II Senior
Certificates or component thereof will be allocated to the Group II Subordinate
Certificates.
(f) If on any Distribution Date on which the aggregate
Certificate Principal Balance of the related Group II Senior Certificates and
components thereof would be greater than the aggregate Stated Principal Balance
of the Mortgage Loans in its related Loan Group and any Group II Subordinate
Certificates are still outstanding, in each case, after giving effect to
distributions to be made on such Distribution Date, (i) 100% of amounts
otherwise allocable to the Group II Subordinate Certificates in respect of
principal will be distributed to the Group II Senior Certificates (other than
the Interest Only Certificates), pro rata, based upon their Certificate
Principal Balances immediately prior to such Distribution Date, in reduction of
the Certificate Principal Balances thereof, until the aggregate Certificate
Principal Balance of the related Group II Senior Certificates and components
thereof is equal to the aggregate Stated Principal Balance of the Mortgage Loans
in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise
allocable to the Group II Subordinate Certificates on such Distribution Date
will be reduced, if necessary, and distributed to such Class or Classes of Group
II Senior Certificates and components thereof in an amount equal to the Accrued
Certificate Interest for such Distribution Date on the excess of (x) the
aggregate Certificate Principal Balance of the applicable Group II Senior
Certificates and components thereof, over (y) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group. Any such reduction in
the Accrued Certificate Interest on the Group II Subordinate Certificates will
be allocated in reverse order of the Group II Subordinate Certificates'
numerical designations, commencing with the Class II-B-6 Certificates.
(g) If, after distributions have been made pursuant to
priorities FIRST and SECOND of clauses (b) and (c) above on any Distribution
Date, the remaining Group II Available Funds (excluding the amount allocable to
the Class II-1R Certificates) related to a loan group is less than the sum of
the Group II Senior Principal Distribution Amount for such Loan Group (and the
Class II-PO Certificate Principal Distribution Amount, if applicable), such
amounts shall be reduced, and such remaining funds shall be distributed to the
related Group II Senior Certificates (other than the Interest Only Certificates)
on the basis of such reduced amounts. Notwithstanding any reduction in principal
distributable to the Class II-PO Certificates pursuant to this paragraph, the
principal balance of the Class II-PO Certificates shall be reduced not only by
principal so distributed but also by the difference between (i) principal
distributable to the Class II-1PO Component in accordance with priority EIGHTH
of clause (b) above and to the Class II-2PO Component in accordance with
priority FOURTH of clause (c) above, as applicable, and (ii) principal actually
distributed to the Class II-1PO Component or the Class II-2PO Component,
respectively, after giving effect to this paragraph (such difference for such
Class II-PO Component, the respective "Class II-PO Certificate Cash Shortfall").
The Class II-PO Certificate Cash Shortfall for the related Class II-PO Component
with respect to any Distribution Date shall be added to the related Class II-PO
Certificate Deferred Amount.
(h) On each Distribution Date, all amounts representing
Prepayment Charges in respect of Loan Group II-1 received during the related
Prepayment Period and deposited in the Distribution Account shall be withdrawn
from the Distribution Account and distributed in accordance with the Remittance
Report to the Class II-P Certificates and shall not be available for
distribution to the Holders of any other Class of Certificates. The payment of
such Prepayment Charges shall not reduce the Certificate Principal Balance of
the Class II-P Certificates.
(i) Subject to Section 11.02 hereof respecting the final
distribution, on each Distribution Date the Securities Administrator shall make
distributions to each Certificateholder of record on the preceding Record Date
either by wire transfer in immediately available funds to the account of such
Holder at a bank or other entity having appropriate facilities therefor, if (i)
such Holder has so notified the Securities Administrator at least 5 Business
Days prior to the related Record Date and (ii) such Holder shall hold Regular
Certificates with aggregate principal denominations of not less than $1,000,000
or evidencing a Percentage Interest aggregating 10% or more with respect to such
Class or, if not, by check mailed by first class mail to such Certificateholder
at the address of such Holder appearing in the Certificate Register.
Notwithstanding the foregoing, but subject to Section 11.02 hereof respecting
the final distribution, distributions with respect to Certificates registered in
the name of a Depository shall be made to such Depository in immediately
available funds.
(j) On or before 5:00 p.m. Eastern time on the fifth Business
Day immediately preceding each Distribution Date, the Master Servicer shall
deliver a report to the Securities Administrator in the form of a computer
readable magnetic tape (or by such other means as the Master Servicer and the
Securities Administrator may agree from time to time) containing such data and
information, as agreed to by the Master Servicer and the Securities
Administrator such as to permit the Securities Administrator to prepare the
Monthly Statement to Certificateholders and to direct the Securities
Administrator in writing to make the required distributions for the related
Distribution Date (the "Remittance Report").
Section 6.05 Allocation of Realized Losses.
(a) On or prior to each Determination Date, the Master
Servicer shall determine the amount of any Realized Loss in respect of each Loan
Group in respect of each related Mortgage Loan that occurred during the
immediately preceding calendar month.
(b) The interest portion of Realized Losses with respect to
each Loan Group shall be allocated to the related Certificates as described in
Section 1.02 hereof.
(c) The principal portion of all Realized Losses on Loan Group
I shall be allocated on each Distribution Date as follows: first, to Net Monthly
Excess Cashflow as part of the payment of the Group I Overcollateralization
Increase Amount; second, in reduction of the Group I Overcollateralized Amount,
until reduced to zero; third, to the Class I-B-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to the
Class I-B-3 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; fifth, to the Class I-B-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the
Class I-B-1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; seventh, to the Class I-M-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to the
Class I-M-2 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; and ninth, to the Class I-M-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.
(d) The related PO Percentage of the principal portion of all
Realized Losses on Discount Mortgage Loans in the related Loan Group and the
related Class II-PO Certificate Cash Shortfall in Loan Group II-1 or in Loan
Group II-2, as applicable, shall be allocated to the related Class II-PO
Component of the Class II-PO Certificates until the Certificate Principal
Balance of the Class II-PO Certificates is reduced to zero. With respect to any
Distribution Date through the related Cross-Over Date, the aggregate of all
amounts so allocable to the Class II-PO Certificates on such date in respect of
any Realized Losses and any Class II-PO Certificate Cash Shortfalls and all
amounts previously allocated in respect of such Realized Losses or Class II-PO
Certificate Cash Shortfalls and not distributed on prior Distribution Dates
shall be the related "Class II-PO Certificate Deferred Amount". To the extent
funds are available therefor on any Distribution Date through the related
Cross-Over Date, distributions in respect of the related Class II-PO Certificate
Deferred Amount for the Class II-PO Certificates shall be made in accordance
with priority TENTH of clause (b) and priority FIFTH of clause (c),
respectively, of Section 6.07. No interest shall accrue on the Class II-PO
Certificate Deferred Amount. On each Distribution Date through the related
Cross-Over Date, the Certificate Principal Balance of the lowest ranking class
of Group II Subordinate Certificates then outstanding shall be reduced by the
amount of any distributions in respect of any Class II-PO Certificate Deferred
Amount and on such Distribution Date in accordance with the priorities set forth
above, through the operation of the Subordinate Certificate Writedown Amount.
After the related Cross-Over Date, no more distributions shall be made in
respect of, and applicable Realized Losses and Class II-PO Certificate Cash
Shortfalls allocable to the Class II-PO Certificates will not be added to, the
related Class II-PO Certificate Deferred Amount.
(e) The Non-PO Percentage of the principal portion of Realized
Losses on the Mortgage Loans in Loan Group II shall be allocated on any
Distribution Date as follows: first, to the Class II-B-6 Certificates; second,
to the Class II-B-5 Certificates; third, to the Class II-B-4 Certificates;
fourth, to the Class II-B-3 Certificates; fifth, to the Class II-B-2
Certificates; and sixth, to the Class II-B-1 Certificates, in each case until
the Certificate Principal Balance of such Class has been reduced to zero.
Thereafter, the Non-PO Percentage of the principal portion of Realized Losses
on the Mortgage Loans in Loan Group II-1 shall be allocated among the Group II-1
Senior Certificates (other than the Class II-X Certificates and the Class
II-2A-4 Certificates) in proportion to their remaining Certificate Principal
Balances and the Non-PO Percentage of the principal portion of the Realized
Losses on the Mortgage Loans in Loan Group II-2 shall be allocated among the
Group II-2 Senior Certificates (other than the Class II-X Certificates and the
Class II-2A-4 Certificates) in proportion to their remaining Certificate
Principal Balances.]
(f) No reduction of the Certificate Principal Balance of any
Class of a related Group II Senior Certificate (other than related the Interest
Only Certificates) shall be made on any Distribution Date on account of Realized
Losses to the extent that such reduction would have the effect of reducing the
aggregate Certificate Principal Balance of all of the Classes of the related
Group II Senior Certificates and components thereof (other than the related
Interest Only Certificates) and Group II Subordinate Certificates as of such
Distribution Date to an amount less than the Stated Principal Balances of the
related Mortgage Loans in Loan Group II as of the related Due Date.
(g) All Realized Losses to be allocated to the Certificate
Principal Balances of all related Classes on any Distribution Date shall be so
allocated after the actual distributions to be made on such date as provided
above. All references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.
(h) Any allocation of the principal portion of Realized Losses
with respect to each Loan Group to a related Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof by the
amount so allocated; any allocation of Realized Losses to Net Monthly Excess
Cashflow shall be made by reducing the amount otherwise payable in respect of
the Class I-C Certificates pursuant to priority THIRD of Section 6.07(a). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Group I Senior Certificates, Class I-P, Class II-P, Class II-B,
Class I-R or Class II-R Certificates.
(i) All Realized Losses and all other losses allocated to a
Class of Certificates hereunder shall be allocated among the Certificates of
such Class in proportion to the Percentage Interests evidenced thereby.
(j) In addition, in the event that the Master Servicer
receives any Subsequent Recoveries in respect of a Loan Group from the Company
or the related Servicer, the Master Servicer shall deposit such funds for such
Loan Group into the Distribution Account pursuant to Section 5.07. If, after
taking into account such Subsequent Recoveries, the amount of a Realized Loss is
reduced, the amount of such Subsequent Recoveries shall be applied to increase
the Certificate Principal Balance of the related Class of Subordinate
Certificates with the highest payment priority to which Realized Losses with
respect to such Loan Group have been allocated, but not by more than the amount
of Realized Losses previously allocated to that Class of Subordinate
Certificates pursuant to this Section 6.05 and, in the case of the Group I
Subordinate Certificates, not previously reimbursed to such Class of Subordinate
Certificates with Net Monthly Excess Cashflow pursuant to priority THIRD of
Section 6.07(a); provided, however, in the case of the Group I Subordinate
Certificates, to the extent that no reductions to a Certificate Principal
Balance of such Class of Subordinate Certificates currently exists as the result
of a prior allocation of a Realized Loss with respect to Loan Group I, such
Subsequent Recoveries with respect to such Loan Group shall be applied as Excess
Spread to such Loan Group. Holders of Certificates will not be entitled to any
payment in respect of current interest on the amount of increases described
herein for any Interest Accrual Period preceding the Distribution Date on which
such increase occurs. Any such increases shall be applied to the Certificate
Principal Balance of each related Subordinate Certificate of such Class in
accordance with its respective Percentage Interest.
(k) (i) The interest portion of Realized Losses on the
Mortgage Loans in Loan Group I shall be allocated on each Distribution Date
first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest AA
and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I
Interest Loss Allocation Amount (without duplication of any such amount
attributable to allocations of Net Interest Shortfalls on such Distribution Date
pursuant to Section 1.02), 98% and 2%, respectively, and thereafter, to
Uncertificated Accrued Interest payable to the REMIC I Regular Interests (other
than REMIC I Regular Interest I-P), pro rata, based on the Uncertificated
Accrued Interest for each such REMIC I Regular Interest prior to such
allocation. The principal portion of Realized Losses on the Mortgage Loans in
Loan Group I shall be allocated on each Distribution Date to the following REMIC
I Regular Interests in the specified percentages, as follows: first, to
Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and REMIC
I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest
Loss Allocation Amount (without duplication of any such amount attributable to
allocations of Net Interest Shortfalls or the interest portion of Realized
Losses on such Distribution Date pursuant to Section 1.02 or the preceding
sentence), 98% and 2%, respectively; second, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an
aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98% and
2%, respectively; third, to the Uncertificated Principal Balances of REMIC I
Regular Interest AA, REMIC I Regular Interest I-B-4 and REMIC I Regular Interest
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC I Regular Interest I-B-4 has been reduced to zero; fourth, to the
Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
Regular Interest I-B-3 and REMIC I Regular Interest ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest I-B-3 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest I-B-2 and
REMIC I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest I-B-2 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I
Regular Interest AA, REMIC I Regular Interest I-B-1 and REMIC I Regular Interest
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC I Regular Interest I-B-1 has been reduced to zero; seventh, to the
Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
Regular Interest I-M-3 and REMIC I Regular Interest ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest I-M-3 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest I-M-2 and
REMIC I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest I-M-2 has been
reduced to zero; and ninth, to the Uncertificated Principal Balances of REMIC I
Regular Interest AA, REMIC I Regular Interest I-M-1 and REMIC I Regular Interest
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC I Regular Interest I-M-1 has been reduced to zero. All Realized Losses on
the Mortgage Loans in Loan Group I shall be allocated on each Distribution Date
to the REMIC II Regular Interests in the same manner as Realized Losses are
allocated to the Corresponding Certificates pursuant to Sections 1.02, 6.05(b)
and 6.05(c); provided, however, that solely for purposes of allocating such
Realized Losses to the REMIC II Regular Interests, any such losses otherwise
allocable to the Class I-A-2 Certificates shall be deemed to be allocated to the
Class I-A-1 Certificates.
(ii) The interest portion of Realized Losses on the
Mortgage Loans in Loan Group II shall be allocated on each Distribution
Date among REMIC III Regular Interest 1-Sub, REMIC III Regular Interest
1-ZZZ, REMIC III Regular Interest 2-Sub, REMIC III Regular Interest
2-ZZZ and REMIC IIII Regular Interest II-X, pro rata, based on the
Uncertificated Accrued Interest for each such REMIC III Regular
Interest prior to such allocation. The principal portion of Realized
Losses on the Mortgage Loans in Loan Group II-1 and Loan Group II-2, as
applicable, shall be applied on each Distribution Date, first, to the
related REMIC III Regular Interest ending with the designation "Sub,"
so that the Uncertificated Principal Balance of each such REMIC III
Regular Interest is equal to 0.1% of the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan
Group (other than principal balance attributable to the related Class
II-PO Component of the Class II-PO Certificates) over (y) the aggregate
Certificate Principal Balance of the related Group II Senior
Certificates (other than the portion of the Certificate Principal
Balance attributable to the related Class II-PO Component of the Class
II-PO Certificates) (except that if any such excess is a larger number
than in the preceding distribution period, the least amount of Realized
Losses shall be applied to such REMIC III Regular Interests such that
the REMIC III Subordinated Balance Ratio is maintained); and second,
any remaining Realized Losses on the Mortgage Loans in each of Loan
Group II-1 and Loan Group II-2, as applicable, shall be allocated to
the related REMIC III Regular Interests ending with the designation
"ZZZ" (except that if a Realized Loss is recognized with respect to a
Discount Mortgage Loan in Loan Group II-1 or Loan Group II-2, as
applicable, the related PO Percentage of such Realized Loss shall be
allocated to REMIC III Regular Interest 1-PO or REMIC III Regular
Interest 2-PO, respectively). All Realized Losses on the Mortgage Loans
in Loan Group II shall be allocated on each Distribution Date to the
REMIC IV Regular Interests in the same manner as Realized Losses are
allocated to the Corresponding Certificates pursuant to Sections 1.02,
6.05(b), 6.05(d) and 6.05(e); provided, however, that solely for
purposes of allocating such Realized Losses to the REMIC IV Regular
Interests, any such losses otherwise allocable to the Class II-2A-4
Certificates shall be deemed to be allocated to the Class II-2A-3
Certificates.
Section 6.06 Monthly Statements to Certificateholders.
(a) Not later than each Distribution Date, the Securities
Administrator shall prepare and make available to each Holder of Certificates,
the Trustee, the Master Servicer and the Depositor a statement setting forth for
the Certificates:
(i) the applicable record dates, accrual periods,
determination dates for calculation distributions and general
Distribution Dates;
(ii) with respect to each Loan Group, the total cash
flows received and the general sources thereof;
(iii) the related amount of the Servicing Fees paid
or retained by the Master Servicer;
(iv) with respect to each Loan Group, the amount of
the related distribution to Holders of each related Class allocable to
principal, separately identifying (A) the aggregate amount of any
Principal Prepayments included therein, (B) the aggregate of all
scheduled payments of principal included therein and (C) Group I Extra
Principal Distribution Amount (if any);
(v) the amount of any distribution to Holders of each
Class allocable to interest;
(vi) the amount of such distribution to Holders of
the Class I-A-1 Certificates allocable to interest;
(vii) with respect to each Loan Group, the amount of
such distribution to Holders of each related Class allocable to
interest;
(viii) any Net WAC Rate Carryover Amounts for the
Group I Certificates;
(ix) with respect to each Loan Group, the Certificate
Principal Balance or Notional Amount of each related Class after giving
effect (i) to all distributions allocable to principal on such
Distribution Date and (ii) the allocation of any Applied Realized Loss
Amounts with respect to such Loan Group, for such Distribution Date;
(x) with respect to each Loan Group, the aggregate of
the Stated Principal Balances of all of the related Mortgage Loans for
the following Distribution Date;
(xi) the amount of the Servicing Fees paid to or
retained by the Company or the related Servicer for the related Due
Period;
(xii) with respect to each Loan Group, the
Pass-Through Rate for each Class of Certificates with respect to the
current Interest Accrual Period, and, if applicable, whether such
Pass-Through Rate was limited by the related Interest Rate Cap;
(xiii) with respect to each Loan Group, the amount of
Advances included in the distribution on such Distribution Date;
(xiv) with respect to each Loan Group, the cumulative
amount of Applied Realized Loss Amounts to date;
(xv) with respect to each Loan Group, the number and
aggregate principal amounts of Mortgage Loans (A) (1) 30 days
Delinquent, (2) 60 days Delinquent and (3) 90 or more days Delinquent,
(B) in foreclosure and delinquent (1) 30 days Delinquent, (2) 60 days
Delinquent and (3) 90 or more days Delinquent and (C) in bankruptcy and
delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 or
more days Delinquent, in each case as of the close of business on the
last day of the calendar month preceding such Distribution Date;
(xvi) with respect to each Loan Group and any
Mortgage Loan that was liquidated during the preceding calendar month,
the loan number and Stated Principal Balance of, and Realized Loss on,
such Mortgage Loan as of the end of the related Prepayment Period;
(xvii) with respect to each Loan Group, the total
number and principal balance of any real estate owned or REO Properties
as of the end of the related Prepayment Period;
(xviii) with respect to each Loan Group, the three
month rolling average of the percent equivalent of a fraction, the
numerator of which is the aggregate Stated Principal Balance of the
Mortgage Loans that are 60 days or more delinquent or are in bankruptcy
or foreclosure or are REO Properties, and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans as
of the last day of the calendar month preceding such Distribution Date;
(xix) with respect to each Loan Group, the Realized
Losses during the related Prepayment Period and the cumulative Realized
Losses through the end of the preceding month;
(xx) with respect to Loan Group I, the Net WAC Rate
Carryover Amount for each Class of Certificates and the amount on
deposit in the Net WAC Reserve Fund; and
(xxi) the amount of the distribution made on such
Distribution Date to the Holders of the Class I-P and Class II-P
Certificates allocable to related Prepayment Charges.
The Securities Administrator may make the foregoing Monthly Statement
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders via the
Securities Administrator's internet website. The Securities Administrator's
internet website shall initially be located at "www.ctslink.com". Assistance in
using the website can be obtained by calling the Securities Administrator's
customer service desk at (301) 815-6600. Parties that are unable to use the
above distribution options are entitled to have a paper copy mailed to them via
first class mail by calling the customer service desk and indicating such. The
Securities Administrator may change the way Monthly Statements are distributed
in order to make such distributions more convenient or more accessible to the
above parties.
(b) The Securities Administrator's responsibility for making
the above information available to the Certificateholders is limited to the
availability, timeliness and accuracy of the information derived from the Master
Servicer, the Company and the Servicers. The Securities Administrator will make
available a copy of each statement provided pursuant to this Section 6.06 to
each Rating Agency.
(c) Within a reasonable period of time after the end of each
calendar year, the Securities Administrator shall furnish upon request to each
Person who at any time during the calendar year was a Certificateholder, the
information set forth in clauses (a)(i) and (a)(ii) of this Section 6.06
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Securities
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee or the
Securities Administrator pursuant to any requirements of the Code as from time
to time in effect.
(d) Upon filing with the Internal Revenue Service, the
Securities Administrator shall furnish to the Holders of the Residual
Certificates the applicable Form 1066 and each applicable Form 1066Q and shall
respond promptly to written requests made not more frequently than quarterly by
any Holder of a Residual Certificate with respect to the following matters:
(i) The original projected principal and interest
cash flows on the Closing Date on each class of related Regular
Interests and related Residual Interests created hereunder and on the
related Mortgage Loans, based on the Prepayment Assumption;
(ii) The projected remaining principal and interest
cash flows as of the end of any calendar quarter with respect to each
related class of Regular Interests and Residual Interests created
hereunder and the related Mortgage Loans, based on the Prepayment
Assumption;
(iii) The applicable Prepayment Assumption and any
interest rate assumptions used in determining the projected principal
and interest cash flows described above;
(iv) The original issue discount (or, in the case of
the Mortgage Loans, market discount) or premium accrued or amortized
through the end of such calendar quarter with respect to each related
class of Regular Interests or Residual Interests created hereunder and
to the related Mortgage Loans, together with each constant yield to
maturity used in computing the same;
(v) The treatment of losses realized with respect to
the related Mortgage Loans or the Regular Interests created hereunder,
including the timing and amount of any cancellation of indebtedness
income of a REMIC with respect to such Regular Interests or bad debt
deductions claimed with respect to the related Mortgage Loans;
(vi) The amount and timing of any non-interest
expenses of a REMIC; and
(vii) Any taxes (including penalties and interest)
imposed on the REMIC, including, without limitation, taxes on
"prohibited transactions," "contributions" or "net income from
foreclosure property" or state or local income or franchise taxes.
The information pursuant to clauses (i), (ii), (iii) and (iv) above
shall be provided by the Depositor pursuant to Section 10.12.
Section 6.07 REMIC Designations and REMIC Distributions.
(a) The Trustee shall elect that each of REMIC I, REMIC II,
REMIC III, REMIC IV and REMIC V shall be treated as a REMIC under Section 860D
of the Code. Any inconsistencies or ambiguities in this Agreement or in the
administration of this Agreement shall be resolved in a manner that preserves
the validity of such REMIC elections. The assets of REMIC I shall include the
Mortgage Loans in Loan Group I and all interest owing in respect of and
principal due thereon, the funds in the Distribution Account and the Protected
Accounts maintained by the Securities Administrator, the Company and the
Servicers, and any REO Property, in each case, with respect to Loan Group I and
any other assets related to Loan Group I subject to this Agreement (other than
the Net WAC Reserve Fund, the Class I-A-1/I-A-2 Net WAC Reserve Account and any
Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall
constitute the assets of REMIC II. The assets of REMIC III shall include the
Mortgage Loans in Loan Group II and all interest owing in respect of and
principal due thereon, the funds in the Distribution Account and the Protected
Accounts maintained by the Company and the Servicers, and any REO Property, in
each case, with respect to Loan Group II, and any other assets related to Loan
Group II subject to this Agreement (other than any Prepayment Charge Waiver
Amounts). The REMIC III Regular Interests shall constitute the assets of REMIC
IV. The REMIC II Regular Interests and REMIC IV Regular Interests shall
constitute the assets of REMIC V.
(b) On each Distribution Date, the Group I Available Funds, in
the following order of priority and in accordance with the Remittance Report,
shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I
Regular Interests (other than REMIC I Regular Interest I-P) or withdrawn from
the Distribution Account and distributed to the Holders of the Class I-R-1
Certificates:
(i) first, to the holders of REMIC I Regular Interest
AA, each REMIC I Regular Interest for which a REMIC II Regular Interest
is a Corresponding Interest and REMIC I Regular Interest ZZ, pro rata,
in an amount equal to (A) the Uncertificated Accrued Interest for each
such REMIC I Regular Interest for such Distribution Date, plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution
Dates. Amounts payable as Uncertificated Accrued Interest in respect of
REMIC I Regular Interest ZZ shall be reduced and deferred when the
REMIC I Overcollateralization Amount is less than the REMIC I
Overcollateralization Target Amount by the lesser of (x) the amount of
such difference and (y) the REMIC I Maximum Interest Deferral Amount,
and such amount shall be payable to the holders of each REMIC I Regular
Interest for which a REMIC II Regular Interest is a Corresponding
Interest in the same proportion as the Group I Overcollateralization
Increase Amount is allocated to the Corresponding Interests for each
such REMIC I Regular Interest, and the Uncertificated Principal Balance
of REMIC I Regular Interest ZZ shall be increased by such amount;
(ii) second, to the holders of REMIC I Regular
Interests(other than REMIC I Regular Interest I-P), in an amount equal
to the remainder of the Group I Available Funds for such Distribution
Date after the distributions made pursuant to clause (i) above,
allocated as follows:
(A) 98.00% of such remainder to the holders
of REMIC I Regular Interest AA, until the
Uncertificated Principal Balance of such
REMIC I Regular Interest is reduced to zero;
and
(B) 2.00% of such remainder, first, to the
holders of each REMIC I Regular Interest for
which a REMIC II Regular Interest is a
Corresponding Interest, in an aggregate
amount equal to 1.00% of and in the same
proportion as principal payments are
allocated to the Corresponding Interests for
each such REMIC I Regular Interest, until
the Uncertificated Principal Balances of
such REMIC I Regular Interests are reduced
to zero; and second, to the holders of REMIC
I Regular Interest ZZ, until the
Uncertificated Principal Balance of such
REMIC I Regular Interest is reduced to zero;
and
(C) third, any remaining amount to the
Holders of the Class I-R-1 Certificates.
(c) On each Distribution Date, all amounts representing
Prepayment Charges on Loan Group I shall be deemed distributed in respect of
REMIC I Regular Interest I-P, provided that such amounts shall not reduce the
Uncertificated Principal Balance of REMIC I Regular Interest I-P. On the
Distribution Date in March 2011, $100 shall be deemed distributed in respect of
REMIC I Regular Interest I-P in reduction of the Uncertificated Principal
Balance thereof.
(d) On each Distribution Date, the Group I Available Funds, in
the following order of priority and in accordance with the Remittance Report,
shall be deemed distributed by REMIC II to REMIC V on account of the REMIC II
Regular Interests (other than REMIC II Regular Interest I-P) or withdrawn from
the Distribution Account and distributed to the Holders of the Class I-R-2
Certificates:
(i) to the holders of the REMIC II Regular Interests
(other than REMIC II Regular Interest I-P), in the same manner and
priority as paid to the Corresponding Certificates,
(A) the Uncertificated Accrued Interest (or,
in the case of REMIC II Regular Interest
I-C, the REMIC II Regular Interest I-C
Distribution Amount) for such Distribution
Date, plus
(B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates; and
(ii) to the holders of the REMIC II Regular Interests
(other than REMIC II Regular Interest I-P), in an amount equal to the
remainder of the Group I Available Funds for such Distribution Date
after the distributions made pursuant to clause (i) above, allocated in
the same manner and priority as paid to the Corresponding Certificates,
and any remaining amount to the Holders of the Class I-R-2
Certificates.
(e) On each Distribution Date, all amounts representing
Prepayment Charges distributed in respect of the Class I-P Certificates shall be
deemed distributed in respect of REMIC II Regular Interest I-P, provided that
such amounts shall not reduce the Uncertificated Principal Balance of REMIC II
Regular Interest I-P. On the Distribution Date in March 2011, $100 shall be
deemed distributed in respect of REMIC II Regular Interest I-P in reduction of
the Uncertificated Principal Balance thereof.
(f) On each Distribution Date, the Group II Available Funds
for Loan Group II, in the following order of priority and in accordance with the
Remittance Report, shall be deemed distributed by REMIC III to REMIC IV on
account of the REMIC III Regular Interests (other than REMIC III Regular
Interest II-P) or withdrawn from the Distribution Account and distributed to the
Holders of the Class II-1R-1 Certificates:
(i) to the holders of REMIC III Regular Interest
1-Sub, REMIC III Regular Interest 1-ZZZ, REMIC III Regular Interest
2-Sub, REMIC III Regular Interest 2-ZZZ and REMIC IIII Regular Interest
II-X, pro rata, an amount equal to (A) the Uncertificated Accrued
Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to the extent of the remainder of the Group II
Available Funds relating to Loan Group II-1 for such Distribution Date
after the distributions made pursuant to clause (i) above, to the Class
II-1R-1 Certificates and REMIC III Regular Interest II-1R-2, pro rata,
as principal, in reduction of the Certificate Principal Balance and
Uncertificated Principal Balance, as applicable, thereof, until the
Certificate Principal Balance and Uncertificated Principal Balance, as
applicable, thereof have been reduced to zero;
(iii) the remainder of the Group II Available Funds
for such Distribution Date after the distributions made pursuant to
clauses (i) and (ii) above, allocated as follows:
(A) first, to each of REMIC III Regular
Interest 1-Sub and REMIC III Regular
Interest 2-Sub, the portion of such
remainder from the related Loan Group, so
that the Uncertificated Principal Balance of
each such REMIC III Regular Interest is
equal to 0.1% of the excess of (x) the
aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group
(other than the principal balance
attributable to the related Class II-PO
Component of the Class II-PO Certificates)
over (y) the aggregate Certificate Principal
Balance of the related Group II Senior
Certificates (other than the portion of the
Certificate Principal Balance attributable
to the related Class II-PO Component of the
Class II-PO Certificates) (except that if
any such excess is a larger number than in
the preceding distribution period, the least
amount of funds shall be distributed to
REMIC III Regular Interests 1-Sub and 2-Sub
such that the REMIC III Subordinated Balance
Ratio is maintained with respect to such
REMIC III Regular Interests); and
(B) second, any remaining funds from each
Loan Group to the related REMIC III Regular
Interest ending with the designation "ZZZ"
(provided that a portion of the remaining
funds equal to the related Class II-PO
Certificate Principal Distribution Amount
attributable to the related Discount
Mortgage Loans shall be distributed to REMIC
III Regular Interest 1-PO or REMIC III
Regular Interest 2-PO, as applicable); and
(C) any remaining amount, to the Holders of
the Class II-1R-1 Certificates.
(e) On each Distribution Date, all amounts representing
Prepayment Charges on Loan Group II shall be deemed distributed in respect of
REMIC III Regular Interest II-P, provided that such amounts shall not reduce the
Uncertificated Principal Balance of REMIC III Regular Interest II-P. On the
Distribution Date in March 2011, $100 shall be deemed distributed in respect of
REMIC III Regular Interest II-P in reduction of the Uncertificated Principal
Balance thereof.
(f) On each Distribution Date, the Group II Available Funds,
in the following order of priority and in accordance with the Remittance Report,
shall be deemed distributed by REMIC IV to REMIC V on account of the REMIC IV
Regular Interests (other than REMIC IV Regular Interest II-P) or withdrawn from
the Distribution Account and distributed to the Holders of the Class II-1R-2
Certificates:
(i) to the holders of the REMIC IV Regular Interests
(other than REMIC IV Regular Interest II-P), in the same manner and
priority as paid to the Corresponding Certificates,
(A) the Uncertificated Accrued Interest for
such Distribution Date, plus
(B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates; and
(ii) to the holders of the REMIC IV Regular Interests
(other than REMIC IV Regular Interest I-P), in an amount equal to the
remainder of the Group II Available Funds for such Distribution Date
after the distributions made pursuant to clause (i) above, allocated in
the same manner and priority as paid to the Corresponding Certificates,
and any remaining amount to the Holders of the Class II-1R-2
Certificates.
(g) On each Distribution Date, all amounts representing
Prepayment Charges distributed in respect of the Class II-P Certificates shall
be deemed distributed in respect of REMIC IV Regular Interest II-P, provided
that such amounts shall not reduce the Uncertificated Principal Balance of REMIC
IV Regular Interest II-P. On the Distribution Date in March 2011, $100 shall be
deemed distributed in respect of REMIC IV Regular Interest II-P in reduction of
the Uncertificated Principal Balance thereof.
(h) On each Distribution Date, (1) (i) the Uncertificated
Accrued Interest for the Regular Interest the ownership of which is represented
by the Class I-A-1 Certificates that has accrued for such Distribution Date at
the related Uncertificated REMIC V Pass-Through Rate on the related Certificate
Principal Balance thereof, (ii) the Uncertificated Accrued Interest for the
Regular Interest the ownership of which is represented by the Class I-A-2
Certificates that has accrued for such Distribution Date at the related
Uncertificated REMIC V Pass-Through Rate on the Uncertificated Notional Amount
thereof, and (iii) any amounts in respect thereof remaining unpaid from previous
Distribution Dates, shall be deemed distributed in respect of each such Regular
Interest, and (2) amounts distributable in reduction of the Certificate
Principal Balance of the Class I-A-1 Certificates and Class I-A-2 Certificates
shall be deemed distributed to each of the Regular Interests the ownership of
which is represented by such Certificates in reduction of the related
Uncertificated Principal Balance thereof.
Section 6.08 Net WAC Reserve Fund.
(a) The Securities Administrator shall establish a Net WAC
Reserve Fund on behalf of the Holders of the Offered Certificates. The Net WAC
Reserve Fund must be an Eligible Account. The Net WAC Reserve Fund shall be
entitled "Net WAC Reserve Fund, U.S. Bank National Association as Trustee for
the benefit of Holders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2006-AC2, Class 1-A-1, Class I-A-2, Class
I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3 and Class
I-B-4 Certificates". On the Closing Date, the Depositor will deposit, or cause
to be deposited, into the Net WAC Reserve Fund an amount equal to the Net WAC
Reserve Fund Deposit. On each Distribution Date as to which there is a Net WAC
Rate Carryover Amount payable to any Class of Group I Offered Certificates or
Class I-B-4 Certificates, the Securities Administrator shall, in accordance with
the Remittance Report for such Distribution Date, deposit the amounts pursuant
to paragraphs 9 through 17 of clause THIRD of Section 6.04(a) with respect to
Loan Group I into the Net WAC Reserve Fund, and the Securities Administrator has
been directed by the Class I-C Certificateholder to distribute any amounts then
on deposit in the Net WAC Reserve Fund to the Holders of the Group I Offered
Certificates and Class I-B-4 Certificates in respect of the Net WAC Rate
Carryover Amount for each such Class in the priorities set forth in clause THIRD
of Section 6.04(a).
(b) The Net WAC Reserve Fund is an "outside reserve fund"
within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an
asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of
the Trust shall be the nominal owner of the Net WAC Reserve Fund. The Class I-C
Certificateholders shall be the beneficial owners of the Net WAC Reserve Fund
with respect to Loan Group I, subject to the power of the Securities
Administrator to transfer amounts under Section 6.04(a). Amounts in the Net WAC
Reserve Fund with respect to Loan Group I shall be held either uninvested in a
trust or deposit account of the Securities Administrator with no liability for
interest or other compensation thereof or, at the direction of the Majority
Class I-C Certificateholder, be invested in Permitted Investments that mature no
later than the Business Day prior to the next succeeding Distribution Date. All
net income and gain from such investments with respect to Loan Group I shall be
distributed to the Majority Class I-C Certificateholder not as a distribution in
respect of any interest in any REMIC on such Distribution Date. All amounts
earned on amounts on deposit in the Net WAC Reserve Fund for Loan Group I shall
be taxable to the Majority Class I-C Certificateholder. Any losses on such
investments shall be deposited in the Net WAC Reserve Fund by the Majority Class
I-C Certificateholder out of its own funds immediately as realized. In the event
that the Majority Class I-C Certificateholder shall fail to provide investment
instructions to the Securities Administrator, the related amounts on deposit in
the Net WAC Reserve Fund shall be held uninvested.
(c) For federal tax return and information reporting, the
right of the Holders of the Group I Offered Certificates and Class I-B-4
Certificates to receive payments from the Net WAC Reserve Fund in respect of any
Net WAC Rate Carryover Amount shall be assigned a value of zero.
Section 6.09 Class I-A-1/I-A-2 Net WAC Pass-Through Amount; Class
I-A-1/I-A-2 Net WAC Reserve Account.
(a) The Securities Administrator shall establish a Class I-A-1/I-A-2
Net WAC Reserve Account on behalf of the Holders of the Class I-A-1 Certificates
and Class I-A-2 Certificates. The Class I-A-1/I-A-2 Net WAC Reserve Account
shall be an Eligible Account. The Class I-A-1/I-A-2 Net WAC Reserve Account
shall be entitled "Class I-A-1/I-A-2 Net WAC Reserve Account, U.S. Bank National
Association, as Trustee for the benefit of Holders of Bear Stearns Asset Backed
Securities I LLC, Asset-Backed Certificates, Series 2006-AC2, Class I-A-1
Certificates and Class I-A-2 Certificates". On the Closing Date, the Depositor
will deposit, or cause to be deposited, into the Class I-A-1/I-A-2 Net WAC
Reserve Account an amount equal to the Class I-A-1/I-A-2 Net WAC Reserve Account
Deposit.
(b) On each Distribution Date on which the weighted average of the Net
Mortgage Rates on the Mortgage Loans in Loan Group I is less than the Class
I-A-1/I-Class A-2 Target Rate, the Uncertificated Accrued Interest in respect of
the Regular Interest the ownership of which is represented by the Class I-A-1
Certificates will include the Class I-A-1/I-A-2 Net WAC Pass-Through Amount for
such Distribution Date. On each such Distribution Date, the Securities
Administrator shall deposit into the Class I-A-1/I-A-2 Net WAC Reserve Account
the Class I-A-1/I-A-2 Net WAC Pass-Through Amount rather than distributing such
amount to the Class I-A-1 Certificateholders. Notwithstanding the foregoing,
such Class I-A-1/I-A-2Net WAC Pass-Through Amount shall for federal, state and
local tax purposes be deemed distributed to the Class I-A-1 Certificateholders
in respect of the Regular Interest the ownership of which is represented by the
Class I-A-1 Certificates. On each such Distribution Date, the Securities
Administrator shall hold the Class I-A-1/I-A-2 Net WAC Pass-Through Amount for
the benefit of the Holders of the Class I-A-2 Certificates, and shall distribute
such amount to the Holders of the Class I-A-2 Certificates. Payments to the
Holders of the Class I-A-2 Certificates of any Class I-A-1/I-A-2 Net WAC
Pass-Through Amount will not be payments with respect to a Regular Interest in a
REMIC within the meaning of Code Section 860G(a)(1).
(c) By accepting a Class I-A-1 Certificate, each Class I-A-1
Certificateholder thereby agrees to direct the Securities Administrator, and the
Securities Administrator is hereby directed, to deposit into the Class
I-A-1/I-A-2 Net WAC Reserve Account any Class I-A-1/I-A-2 Net WAC Pass-Through
Amount rather than distributing such amounts to the Class I-A-1
Certificateholders and further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance. By accepting a Class I-A-1 Certificate, each Class I-A-1
Certificateholder acknowledges that any such Class I-A-1/I-A-2 Net WAC
Pass-Through Amount shall for federal, state and local tax purposes be deemed
distributed in respect of the Regular Interest the ownership of which is
represented by the Class I-A-1 Certificates. By accepting a Class I-A-2
Certificate, each Class I-A-2 Certificateholder acknowledges that for federal,
state and local tax purposes any payments of such Class I-A-1/I-A-2 Net WAC
Pass-Through Amount shall not be payments with respect to a Regular Interest in
a REMIC within the meaning of Code Section 860G(a)(1).
(d) The Class I-A-1/I-A-2 Net WAC Reserve Account is an "outside reserve
fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be
an asset of the Trust Fund but not an asset of any REMIC. The Securities
Administrator on behalf of the Trust shall be the nominal owner of the Class
I-A-1/I-A-2 Net WAC Reserve Account. The Class I-I-A-1 Certificateholder shall
be the beneficial owner of the Class I-A-1/I-A-2 Net WAC Reserve Account,
subject to the power of the Securities Administrator to transfer amounts under
clause (b) above. Amounts in the Class I-A-1/I-A-2 Net WAC Reserve Account shall
be held either uninvested in a trust or deposit account of the Securities
Administrator with no liability for interest or other compensation thereof or,
at the direction of the Class I-A-1 Certificateholder, be invested in Permitted
Investments that mature no later than the Business Day prior to the next
succeeding Distribution Date. All net income and gain from such investments
shall be distributed to the Class I-A-1 Certificateholder not as a distribution
in respect of any interest in any REMIC on such Distribution Date. All amounts
earned on amounts on deposit in the Class I-A-1/I-A-2 Net WAC Reserve Account
shall be taxable to the Class I-A-1 Certificateholder. Any losses on such
investments shall be deposited in the Class I-A-1/I-A-2 Net WAC Reserve Account
by the Class I-A-1 Certificateholder out of its own funds immediately as
realized. In the event that the Class I-A-1 Certificateholder shall fail to
provide investment instructions to the Securities Administrator, the related
amounts on deposit in the Class I-A-1/I-A-2 Net WAC Reserve Account shall be
held uninvested.
Section 6.10 Class P Certificate Accounts. The Securities Administrator
shall establish and maintain with itself a separate, segregated trust account
for each of the Class P Certificates, each titled "Bear Stearns Asset-Backed
Securities I Trust 2006-AC2 Class I-P and Class II-P Certificate Account" (each,
a "Class P Certificate Account"). On the Closing Date, the Depositor will
deposit, or cause to be deposited in each Class P Certificate Account $100.00.
Prepayment charges with respect to each Loan Group shall be allocated to the
related Class P Certificate. The amount on deposit in each Class P Certificate
Account shall be held uninvested. On the Distribution Date in February 2010, the
Securities Administrator shall withdraw the amount on deposit in each Class P
Certificate Account and remit such amount to the Holders of the related Class P
Certificates in reduction of the related Certificate Principal Balance thereof.
THE CERTIFICATES
Section 7.01 The Certificates. The Certificates shall be substantially
in the forms attached hereto as Exhibits A-1 through A-7. The Certificates shall
be issuable in registered form, in the minimum dollar denominations, integral
dollar multiples in excess thereof (except that one Certificate of each Class
may be issued in a different amount which must be in excess of the applicable
minimum dollar denomination) and aggregate dollar denominations as set forth in
the following table:
MINIMUM INTEGRAL MULTIPLE IN INITIAL CERTIFICATE
CLASS DENOMINATION EXCESS OF MINIMUM PRINCIPAL BALANCE PASS-THROUGH RATE
------------ ------------------ ---------------------- --------------------- --------------------------------
I-A-1 $ 100,000 $ 1,000 $ 177,300,100.00 Class I-A-1 Pass-Through Rate
I-A-2 $ 100,000 $ 1,000 $ 53,960,900.00(4) Class I-A-2 Pass-Through Rate
I-M-1 $ 100,000 $ 1,000 $ 17,518,000.00 Class I-M-1 Pass-Through Rate
I-M-2 $ 100,000 $ 1,000 $ 15,309,000.00 Class I-M-2 Pass-Through Rate
I-M-3 $ 100,000 $ 1,000 $ 5,888,000.00 Class I-M-3 Pass-Through Rate
I-B-1 $ 100,000 $ 1,000 $ 5,888,000.00 Class I-B-1 Pass-Through Rate
I-B-2 $ 100,000 $ 1,000 $ 6,183,000.00 Class I-B-2 Pass-Through Rate
I-B-3 $ 100,000 $ 1,000 $ 5,299,000.00 Class I-B-3 Pass-Through Rate
I-B-4 $ 100,000 $ 1,000 $ 5,888,000.00 Class I-B-4 Pass-Through Rate
I-C $ 100,000 $ 1,000 $ 1,178,298.04 (1)
I-P $ 100 N/A $ 100.00(2) N/A
I-R-1 100% N/A N/A(2) N/A
I-R-2 100% N/A N/A(2) N/A
I-R-3 100% N/A N/A(2) N/A
II-1A-1 $ 100,000 $ 1,000 $ 59,393,000.00 6.00%
II-1A-2 $ 100,000 $ 1,000 $ 4,800,000.00 6.00%
II-1A-3 $ 100,000 $ 1,000 $ 21,918,000.00 6.00%
II-1A-4 $ 100,000 $ 1,000 $ 54,903,000.00 6.00%
II-1A-5 $ 100,000 $ 1,000 $ 500,000.00 6.00%
II-1A-6 $ 1,000 $ 1,000 $ 1,000,000.00 6.00%
II-2A-1 $ 100,000 $ 1,000 $ 36,683,467.00 Class II-2A-1 Pass-Through Rate
II-2A-2 $ 100,000 $ 1,000 $ 11,164,533.00 Class II-2A-2 Pass-Through Rate
II-2A-3 $ 100,000 $ 1,000 $ 35,886,000.00 Class II-2A-3 Pass-Through Rate
II-2A-4 $ 100,000 $ 1,000 $ (3) Class II-2A-4 Pass-Through Rate
II-B-1 $ 100,000 $ 1,000 $ 5,752,000.00 Class II-B Pass-Through Rate
II-B-2 $ 100,000 $ 1,000 $ 3,794,000.00 Class II-B Pass-Through Rate
II-B-3 $ 100,000 $ 1,000 $ 2,449,000.00 Class II-B Pass-Through Rate
II-B-4 $ 100,000 $ 1,000 $ 2,814,000.00 Class II-B Pass-Through ate
II-B-5 $ 100,000 $ 1,000 $ 1,225,000.00 Class II-B Pass-Through Rate
II-B-6 $ 100,000 $ 1,000 $ 1,110,357.91 Class II-B Pass-Through Rate
II-PO $ 100,000 $ 1,000 $ 1,428,379.53(2) N/A
II-X $ 100,000 $ 1,000 (3) Class II-X Pass-Through Rate)
II-P $ 100 N/A $ 100.00(2) N/A
II-1R-1 100% N/A $ 50.00(2) N/A
II-1R-2 100% N/A $ 50.00(2) N/A
---------------
(1) The Class I-C Certificate will not accrue interest on its Certificate
Principal Balance, but will be entitled to 100% of amounts distributed
on REMIC II Regular Interest I-C.
(2) The Class I-P, Class I-R-1, Class I-R-2, Class I-R-3, Class II-PO,
Class II-P, Class II-1R-1 and Class II-1R-2 Certificates are not
entitled to distributions in respect of interest.
(3) The Class II-X Certificates and the Class II-2A-4 Certificates do not
have a Certificate Principal Balance. The Class II-X Certificates have
an initial Notional Amount equal to $244,820,737.44 and for any
subsequent Distribution Date, the Class II-X Certificates will have a
Notional Amount equal to the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group II-1. For federal income tax purposes, the
Class II-X Certificates will have a Notional Amount equal to the
Uncertificated Notional Amount of REMIC IV Regular Interest II-X. The
Class II-2A-4 Certificates have an initial Notional Amount equal to
$35,886,000.00 and for any subsequent Distribution Date, the Class
II-2A-4 Certificates will have a Notional Amount equal to the aggregate
Principal Balance of the Class II-2A-3 Certificates. For federal income
tax purposes, the Class II-2A-4 Certificates will have a Notional
Amount equal to the aggregate Uncertificated Certificate Principal
Balance of the REMIC IV Regular Interest II-2A-3.
(4) For federal income tax purposes, the Regular Interest the ownership of
which is represented by the Class I-A-2 Certificates will have a
principal balance equal to the Certificate Principal Balance of such
Certificates, and such Regular Interest shall not accrue interest on
its principal balance but rather will be entitled to interest on its
Uncertificated Notional Amount at its Uncertificated REMIC V Pass-
Through Rate, in each case as defined herein.
The Certificates shall be executed by manual or facsimile signature on
behalf of the Securities Administrator by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the
Securities Administrator shall bind the Securities Administrator,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate the countersignature
of the Securities Administrator by manual signature, and such countersignature
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly countersigned and delivered hereunder. All
Certificates shall be dated the date of their countersignature. On the Closing
Date, the Securities Administrator shall authenticate the Certificates to be
issued at the written direction of the Depositor, or any affiliate thereof.
The Depositor shall provide, or cause to be provided, to the Securities
Administrator on a continuous basis, an adequate inventory of Certificates to
facilitate transfers.
Section 7.02 Certificate Register; Registration of Transfer and
Exchange of Certificates.
(a) The Securities Administrator shall maintain, or cause to
be maintained in accordance with the provisions of Section 7.09 hereof, a
Certificate Register for the Trust Fund in which, subject to the provisions of
subsections (b) and (c) below and to such reasonable regulations as it may
prescribe, the Securities Administrator shall provide for the registration of
Certificates and of Transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of Transfer of any Certificate, the Securities
Administrator shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class and of
like aggregate Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Securities Administrator. Whenever any
Certificates are so surrendered for exchange, the Securities Administrator shall
execute, authenticate, and deliver the Certificates that the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by a
written instrument of Transfer in form satisfactory to the Securities
Administrator duly executed by the Holder thereof or his attorney duly
authorized in writing.
No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required.
All Certificates surrendered for registration of Transfer or exchange
shall be canceled and subsequently destroyed by the Securities Administrator in
accordance with the Securities Administrator's customary procedures.
(b) No Transfer of a Private Certificate shall be made unless
such Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a Transfer is to be made in reliance upon an exemption
from the Securities Act and such laws, in order to assure compliance with the
Securities Act and such laws, the Certificateholder desiring to effect such
Transfer and such Certificateholder's prospective transferee shall each certify
to the Securities Administrator in writing the facts surrounding the Transfer in
substantially the forms set forth in Exhibit D (the "Transferor Certificate")
and (x) deliver a letter in substantially the form of either Exhibit E (the
"Investment Letter") or Exhibit F (the "Rule 144A Letter") or (y) there shall be
delivered to the Securities Administrator an Opinion of Counsel addressed to the
Securities Administrator that such Transfer may be made pursuant to an exemption
from the Securities Act, which Opinion of Counsel shall not be an expense of the
Depositor, the Sponsor, the Master Servicer, the Securities Administrator or the
Trustee. The Depositor shall provide to any Holder of a Private Certificate and
any prospective transferee designated by any such Holder, information regarding
the related Certificates and the Mortgage Loans and such other information as
shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for Transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by Rule
144A. The Securities Administrator and the Master Servicer shall cooperate with
the Depositor in providing the Rule 144A information referenced in the preceding
sentence, including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Notwithstanding the provisions of the immediately preceding
sentence, no restrictions shall apply with respect to the transfer or
registration of transfer of a beneficial interest in any Certificate that is a
Global Certificate of a Class to a transferee that takes delivery in the form of
a beneficial interest in the Global Certificate of such Class provided that each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A and Related Matters Certificate as are sufficient to
establish that it is a QIB. Each Holder of a Private Certificate desiring to
effect such Transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Sponsor, the Securities Administrator and the Master Servicer
against any liability that may result if the Transfer is not so exempt or is not
made in accordance with such federal and state laws.
No Transfer of an ERISA Restricted Certificate shall be made unless
either (i) the Master Servicer and the Securities Administrator shall have
received a representation from the transferee of such Certificate acceptable to
and in form and substance satisfactory to the Master Servicer and the Securities
Administrator, to the effect that such transferee is not an employee benefit
plan subject to Section 406 of ERISA and/or a plan subject to Section 4975 of
the Code, or a Person acting on behalf of any such plan or using the assets of
any such plan, or (ii) in the case of any such ERISA Restricted Certificate
presented for registration in the name of an employee benefit plan subject to
ERISA, or a plan subject to Section 4975 of the Code (or comparable provisions
of any subsequent enactments), or a trustee of any such plan or any other person
acting on behalf of any such plan, the Securities Administrator shall have
received an Opinion of Counsel for the benefit of the Trustee, the Master
Servicer and the Securities Administrator and on which they may rely,
satisfactory to the Securities Administrator, to the effect that the purchase
and holding of such ERISA Restricted Certificate is permissible under applicable
law, will not constitute or result in the assets of the Trust being deemed to be
"plan assets" under ERISA or the Code, will not result in any prohibited
transactions under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Master Servicer, the Depositor or the Securities Administrator to
any obligation in addition to those expressly undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer, the Depositor or the Securities Administrator, or, in the case of a
Class I-B-4, Class II-B-4, Class II-B-5 or Class II-B-6 Certificate, the
transferee provides a representation, or deemed representation in the case of
the Global Certificate or an opinion of counsel to the effect that the proposed
transfer and holding of such Certificate and the servicing, management and
operation of the Trustee and its assets: (I) will not result in any prohibited
transaction which is not covered under an individual or class prohibited
transaction exemption, including, but not limited to, Prohibited Transaction
Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (II)
will not give rise to any additional obligations on the part of the Depositor,
the Securities Administrator, the Master Servicer or the Trustee.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA Restricted Certificate to or on behalf of an employee benefit plan
subject to Section 406 of ERISA and/or a plan subject to Section 4975 of the
Code without the delivery of the Opinion of Counsel as described above shall be
void and of no effect; provided that the restriction set forth in this sentence
shall not be applicable if there has been delivered to the Securities
Administrator an Opinion of Counsel meeting the requirements of clause (ii) of
the first sentence of this paragraph. None of the Trustee, the Securities
Administrator or the Master Servicer shall be required to monitor, determine or
inquire as to compliance with the transfer restrictions with respect to any
ERISA Restricted Certificate that is a Book-Entry Certificate, and none of the
Trustee, the Securities Administrator or the Master Servicer shall have any
liability for transfers of any such Book-Entry Certificates made through the
book-entry facilities of any Depository or between or among participants of the
Depository or Certificate Owners made in violation of the transfer restrictions
set forth herein. None of the Trustee, the Securities Administrator or the
Master Servicer shall be under any liability to any Person for any registration
of transfer of any ERISA Restricted Certificate that is in fact not permitted by
this Section 7.02(b) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder under the
provisions of this Agreement. The Trustee and the Securities Administrator shall
each be entitled, but not obligated, to recover from any Holder of any ERISA
Restricted Certificate that was in fact an employee benefit plan subject to
Section 406 of ERISA or a plan subject to Section 4975 of the Code or a Person
acting on behalf of any such plan at the time it became a Holder or, at such
subsequent time as it became such a plan or Person acting on behalf of such a
plan, all payments made on such ERISA Restricted Certificate at and after either
such time. Any such payments so recovered by the Trustee or the Securities
Administrator shall be paid and delivered by the Trustee or the Securities
Administrator to the last preceding Holder of such Certificate that is not such
a plan or Person acting on behalf of a plan.
Each beneficial owner of a Class I-M, Class I-B, Class II-B-1, Class
II-B-2 and Class II-B-3 Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (i) it is not a Plan or investing with "Plan
Assets", (ii) it has acquired and is holding such certificate in reliance on the
Exemption, and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated, at
the time of purchase, not lower than "BBB-"(or its equivalent) by S&P, Fitch
Ratings or Moody's, and the certificate is so rated or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an "insurance company general account," as
such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
(c) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Permitted Transferee and
shall promptly notify the Trustee of any change or impending change in
its status as a Permitted Transferee.
(ii) No Ownership Interest in a Residual Certificate
may be registered on the Closing Date or thereafter transferred, and
the Securities Administrator shall not register the Transfer of any
Residual Certificate unless, in addition to the certificates required
to be delivered to the Securities Administrator under subparagraph (b)
above, the Securities Administrator shall have been furnished with an
affidavit (a "Transfer Affidavit") of the initial owner or the proposed
transferee in the form attached hereto as Exhibit C.
(iii) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall agree (A) to obtain a Transfer
Affidavit from any other Person to whom such Person attempts to
Transfer its Ownership Interest in a Residual Certificate, (B) to
obtain a Transfer Affidavit from any Person for whom such Person is
acting as nominee, trustee or agent in connection with any Transfer of
a Residual Certificate and (C) not to Transfer its Ownership Interest
in a Residual Certificate or to cause the Transfer of an Ownership
Interest in a Residual Certificate to any other Person if it has actual
knowledge that such Person is not a Permitted Transferee.
(iv) Any attempted or purported Transfer of any
Ownership Interest in a Residual Certificate in violation of the
provisions of this Section 7.02(c) shall be absolutely null and void
and shall vest no rights in the purported Transferee. If any purported
transferee shall become a Holder of a Residual Certificate in violation
of the provisions of this Section 7.02(c), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. Neither the Trustee nor the Securities Administrator shall
be under any liability to any Person for any registration of Transfer
of a Residual Certificate that is in fact not permitted by Section
7.02(b) and this Section 7.02(c) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long
as the Transfer was registered after receipt of the related Transfer
Affidavit. The Securities Administrator shall be entitled but not
obligated to recover from any Holder of a Residual Certificate that was
in fact not a Permitted Transferee at the time it became a Holder or,
at such subsequent time as it became other than a Permitted Transferee,
all payments made on such Residual Certificate at and after either such
time. Any such payments so recovered by the Securities Administrator
shall be paid and delivered by the Securities Administrator to the last
preceding Permitted Transferee of such Certificate.
(v) The Master Servicer shall make available within
60 days of written request from the Securities Administrator, all
information necessary to compute any tax imposed under Section 860E(e)
of the Code as a result of a Transfer of an Ownership Interest in a
Residual Certificate to any Holder who is not a Permitted Transferee.
The restrictions on Transfers of a Residual Certificate set forth in
this Section 7.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Securities Administrator of an Opinion of
Counsel addressed to the Securities Administrator, which Opinion of Counsel
shall not be an expense of the Trustee, the Securities Administrator, the
Sponsor or the Master Servicer to the effect that the elimination of such
restrictions will not cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V,
as applicable, to fail to qualify as a REMIC at any time that the Certificates
are outstanding or result in the imposition of any tax on the Trust Fund, a
Certificateholder or another Person. Each Person holding or acquiring any
Ownership Interest in a Residual Certificate hereby consents to any amendment of
this Agreement that, based on an Opinion of Counsel addressed to the Securities
Administrator and furnished to the Securities Administrator, is reasonably
necessary (a) to ensure that the record ownership of, or any beneficial interest
in, a Residual Certificate is not transferred, directly or indirectly, to a
Person that is not a Permitted Transferee and (b) to provide for a means to
compel the Transfer of a Residual Certificate that is held by a Person that is
not a Permitted Transferee to a Holder that is a Permitted Transferee.
(d) The preparation and delivery of all certificates and
opinions referred to above in this Section 7.02 shall not be an expense of the
Trust Fund, the Trustee, the Depositor, the Sponsor, the Securities
Administrator or the Master Servicer.
(e) Subject to Subsection 7.02(i), so long as a Global
Certificate of such Class is outstanding and is held by or on behalf of the
Depository, transfers of beneficial interests in such Global Certificate, or
transfers by holders of Individual Certificates of such Class to transferees
that take delivery in the form of beneficial interests in the Global
Certificate, may be made only in accordance with Subsection 7.02(b) and in
accordance with the rules of the Depository:
In the case of a beneficial interest in the Global
Certificate being transferred to an Institutional Accredited Investor,
such transferee shall be required to take delivery in the form of an
Individual Certificate or Certificates and the Securities Administrator
shall register such transfer only upon compliance with the provisions
of Subsection 7.02(b).
In the case of a beneficial interest in a Class of
Global Certificates being transferred to a transferee that takes
delivery in the form of an Individual Certificate or Certificates of
such Class, except as set forth in clause (i) above, the Securities
Administrator shall register such transfer only upon compliance with
the provisions of Subsection 7.02(b).
In the case of an Individual Certificate of a Class
being transferred to a transferee that takes delivery in the form of a
beneficial interest in a Global Certificate of such Class, the
Securities Administrator shall register such transfer if the transferee
has provided the Securities Administrator with a Rule 144A and Related
Matters Certificate or comparable evidence as to its QIB status.
No restrictions shall apply with respect to the
transfer or registration of transfer of a beneficial interest in the
Global Certificate of a Class to a transferee that takes delivery in
the form of a beneficial interest in the Global Certificate of such
Class; provided that each such transferee shall be deemed to have made
such representations and warranties contained in the Rule 144A and
Related Matters Certificate as are sufficient to establish that it is a
QIB.
(f) Subject to Subsection 7.02(h), an exchange of a beneficial
interest in a Global Certificate of a Class for an Individual Certificate or
Certificates of such Class, an exchange of an Individual Certificate or
Certificates of a Class for a beneficial interest in the Global Certificate of
such Class and an exchange of an Individual Certificate or Certificates of a
Class for another Individual Certificate or Certificates of such Class (in each
case, whether or not such exchange is made in anticipation of subsequent
transfer, and, in the case of the Global Certificate of such Class, so long as
such Certificate is outstanding and is held by or on behalf of the Depository)
may be made only in accordance with this Subsection 7.02(e) and in accordance
with the rules of the Depository:
A holder of a beneficial interest in a Global
Certificate of a Class may at any time exchange such beneficial
interest for an Individual Certificate or Certificates of such Class.
A holder of an Individual Certificate or Certificates
of a Class may exchange such Certificate or Certificates for a
beneficial interest in the Global Certificate of such Class if such
holder furnishes to the Securities Administrator a Rule 144A and
Related Matters Certificate or comparable evidence as to its QIB
status.
A holder of an Individual Certificate of a Class may
exchange such Certificate for an equal aggregate principal amount of
Individual Certificates of such Class in different authorized
denominations without any certification.
(g) (i) Upon acceptance for exchange or transfer of an
Individual Certificate of a Class for a beneficial interest in a Global
Certificate of such Class as provided herein, the Securities Administrator shall
cancel such Individual Certificate and shall (or shall request the Depository
to) endorse on the schedule affixed to the applicable Global Certificate (or on
a continuation of such schedule affixed to the Global Certificate and made a
part thereof) or otherwise make in its books and records an appropriate notation
evidencing the date of such exchange or transfer and an increase in the
certificate balance of the Global Certificate equal to the certificate balance
of such Individual Certificate exchanged or transferred therefor.
(ii) Upon acceptance for exchange or transfer of a
beneficial interest in a Global Certificate of a Class for an
Individual Certificate of such Class as provided herein, the Securities
Administrator shall (or shall request the Depository to) endorse on the
schedule affixed to such Global Certificate (or on a continuation of
such schedule affixed to such Global Certificate and made a part
thereof) or otherwise make in its books and records an appropriate
notation evidencing the date of such exchange or transfer and a
decrease in the certificate balance of such Global Certificate equal to
the certificate balance of such Individual Certificate issued in
exchange therefor or upon transfer thereof.
(h) Any Individual Certificate issued in exchange for or upon
transfer of another Individual Certificate or of a beneficial interest in a
Global Certificate shall bear the applicable legends set forth in Exhibit A-2.
(i) Subject to the restrictions on transfer and exchange set forth in
this Section 7.02, the holder of any Individual Certificate may transfer or
exchange the same in whole or in part (in an initial certificate balance equal
to the minimum authorized denomination set forth in Section 7.01 above or any
integral multiple of $1.00 in excess thereof) by surrendering such Certificate
at the Corporate Trust Office, or at the office of any transfer agent, together
with an executed instrument of assignment and transfer satisfactory in form and
substance to the Securities Administrator and the Securities Administrator in
the case of transfer and a written request for exchange in the case of exchange.
The holder of a beneficial interest in a Global Certificate may, subject to the
rules and procedures of the Depository, cause the Depository (or its nominee) to
notify the Securities Administrator and the Securities Administrator in writing
of a request for transfer or exchange of such beneficial interest for an
Individual Certificate or Certificates. Following a proper request for transfer
or exchange, the Securities Administrator shall, within five Business Days of
such request made at the Corporate Trust Office, sign, countersign and deliver
at the Corporate Trust Office, to the transferee (in the case of transfer) or
holder (in the case of exchange) or send by first class mail at the risk of the
transferee (in the case of transfer) or holder (in the case of exchange) to such
address as the transferee or holder, as applicable, may request, an Individual
Certificate or Certificates, as the case may require, for a like aggregate
Percentage Interest and in such authorized denomination or denominations as may
be requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the Corporate Trust Office by the
registered holder in person, or by a duly authorized attorney-in-fact.
Neither the Trustee nor the Securities Administrator nor the Master
Servicer shall be required to monitor, determine or inquire as to compliance
with the transfer restrictions with respect to the Global Certificates. Any
attempted or purported transfer of any Certificate in violation of the
provisions of Subsections (a) or (b) above shall be void ab initio and such
Certificate shall be considered to have been held continuously by the prior
permitted Certificateholder. Any transferor of any Certificate in violation of
such provisions, shall indemnify and hold harmless the Trustee, the Securities
Administrator and the Master Servicer from and against any and all liabilities,
claims, costs or expenses incurred by the Securities Administrator, the Trustee
or the Master Servicer as a result of such attempted or purported transfer.
Neither the Trustee nor the Securities Administrator shall have any liability
for transfer of any such Global Certificates in or through book-entry facilities
of any Depository or between or among Depository Participants or Certificate
Owners made in violation of the transfer restrictions set forth herein.
Section 7.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Securities
Administrator, or the Securities Administrator receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and of the
ownership thereof and (b) there is delivered to the Securities Administrator and
the Securities 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
Securities Administrator that such Certificate has been acquired by a bona fide
purchaser, the Securities Administrator shall execute, authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 7.03, the
Securities 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 Securities
Administrator) connected therewith. Any replacement Certificate issued pursuant
to this Section 7.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. All Certificates
surrendered to the Securities Administrator under the terms of this Section 7.03
shall be canceled and destroyed by the Securities Administrator in accordance
with its standard procedures without liability on its part.
Section 7.04 Persons Deemed Owners.
The Securities Administrator, the Trustee and any agent of the
Securities Administrator or the Trustee may treat the person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Securities Administrator, the Trustee nor any agent
of the Securities Administrator or the Trustee shall be affected by any notice
to the contrary.
Section 7.05 Access to List of Certificateholders' Names and
Addresses.
If three or more Certificateholders (a) request such information in
writing from the Securities Administrator, (b) state that such
Certificateholders desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Certificates, and (c)
provide a copy of the communication that such Certificateholders propose to
transmit or if the Depositor or the Master Servicer shall request such
information in writing from the Securities Administrator, then the Securities
Administrator shall, within ten Business Days after the receipt of such request,
provide the Depositor, the Master Servicer or such Certificateholders at such
recipients' expense the most recent list of the Certificateholders of the Trust
Fund held by the Securities Administrator, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Securities Administrator shall not be held accountable by reason of the
disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 7.06 Book-Entry Certificates.
The Offered Certificates, upon original issuance, shall be issued in
the form of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to the Depository by or on behalf of the
Depositor. Such Certificates shall initially be registered on the Certificate
Register in the name of the Depository or its nominee, and no Certificate Owner
of such Certificates will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in Section
7.08. Unless and until definitive, fully registered Certificates ("Definitive
Certificates") have been issued to the Certificate Owners of such Certificates
pursuant to Section 7.08:
(a) the provisions of this Section shall be in full force and
effect;
(b) the Depositor, the Securities Administrator and the
Trustee may deal with the Depository and the Depository Participants for all
purposes (including the making of distributions) as the authorized
representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive
Certificates are issued pursuant to Section 7.08, the Depository will make
book-entry transfers among the Depository Participants and receive and transmit
distributions of principal and interest on the related Certificates to such
Depository Participants;
(e) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;
(f) the Securities Administrator may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict
with any other provisions of this Agreement, the provisions of this Section
shall control.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the aggregate unpaid principal amount of
any Class of Certificates, such direction or consent may be given by Certificate
Owners (acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
The Private Certificates shall initially be held in fully registered
certificated form. If at any time the Holders of all of the Certificates of one
or more such Classes request that the Trustee cause such Class to become Global
Certificates, the Depositor (with the assistance of the Trustee) will take such
action as may be reasonably required to cause the Depository to accept such
Class or Classes for trading if it may legally be so traded. If at anytime there
are to be Global Certificates, the Global Certificates shall be delivered to the
Depository by the Depositor or deposited with the Trustee as custodian for the
Depository.
All transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.
Section 7.07 Notices to Depository.
Whenever any notice or other communication is required to be given to
Certificateholders of a Class with respect to which Book-Entry Certificates have
been issued, unless and until Definitive Certificates shall have been issued to
the related Certificate Owners, the Securities Administrator shall give all such
notices and communications to the Depository.
Section 7.08 Definitive Certificates.
If, after Book-Entry Certificates have been issued with respect to any
Certificates, (a) the Depositor or the Depository advises the Securities
Administrator that the Depository is no longer willing or able to discharge
properly its responsibilities under the Depository Agreement with respect to
such Certificates and the Depositor is unable to locate a qualified successor,
(b) the Depositor, at its sole option, advises the Securities Administrator that
it elects to terminate the book-entry system with respect to such Certificates
through the Depository or (c) after the occurrence and continuation of an Event
of Default, Certificate Owners of such Book-Entry Certificates having not less
than 51% of the Voting Rights evidenced by any Class of Book-Entry Certificates
advise the Securities Administrator and the Depository in writing through the
Depository Participants that the continuation of a book-entry system with
respect to Certificates of such Class through the Depository (or its successor)
is no longer in the best interests of the Certificate Owners of such Class, then
the Securities Administrator shall notify all Certificate Owners of such
Certificates, through the Depository, of the occurrence of any such event and of
the availability of Definitive Certificates to applicable Certificate Owners
requesting the same. The Depositor shall provide the Securities Administrator
with an adequate inventory of certificates to facilitate the issuance and
transfer of Definitive Certificates. Upon surrender to the Securities
Administrator of any such Certificates by the Depository, accompanied by
registration instructions from the Depository for registration, the Securities
Administrator shall countersign and deliver such Definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for any
delay in delivery of such instructions and each may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon or to
be performed by the Depository shall be deemed to be imposed upon and performed
by the Securities Administrator, to the extent applicable with respect to such
Definitive Certificates and the Trustee and the Securities Administrator shall
recognize the Holders of such Definitive Certificates as Certificateholders
hereunder.
Section 7.09 Maintenance of Office or Agency.
The Securities Administrator will maintain or cause to be maintained at
its expense an office or offices or agency or agencies at Wells Fargo Bank,
National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479 where Certificates may be surrendered for registration of transfer or
exchange. The Securities Administrator will give prompt written notice to the
Certificateholders of any change in such location of any such office or agency.
THE COMPANY AND THE MASTER SERVICER
Section 8.01 Liabilities of the Depositor, the Company and the Master
Servicer.
Each of the Depositor, the Company and the Master Servicer shall be
liable in accordance herewith only to the extent of the obligations specifically
imposed upon and undertaken by it herein.
Section 8.02 Merger or Consolidation of the Depositor, the Company or
the Master Servicer.
(a) Each of the Depositor, the Company and the Master Servicer
will keep in full force and effect its existence, rights and franchises as a
corporation under the laws of the state of its incorporation, and will obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement and the other Transaction
Documents to which it is a party, the Certificates or any of the Mortgage Loans
and to perform its duties under this Agreement and the other Transaction
Documents to which it is a party.
(b) Any Person into which the Depositor, the Company or the
Master Servicer may be merged or consolidated, or any corporation resulting from
any merger or consolidation to which the Depositor, the Company or the Master
Servicer shall be a party, or any Person succeeding to the business of the
Depositor, the Company or the Master Servicer, shall be the successor of the
Depositor, the Company or the Master Servicer hereunder, without the execution
or filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.03 Indemnification of the Trustee, the Master Servicer
and the Securities Administrator.
(a) The Master Servicer agrees to indemnify the Indemnified
Persons for, and to hold them harmless against, any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or relating to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, including the powers of attorney delivered
pursuant to Sections 4.01 and 4.06 hereof, the Assignment Agreements, the
Custodial Agreement or the Certificates (i) related to the Master Servicer's
failure to perform its duties in compliance with this Agreement (except as any
such loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) or (ii) incurred by reason of the Master Servicer's willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall have
given the Master Servicer and the Sponsor written notice thereof promptly after
the Trustee shall have with respect to such claim or legal action knowledge
thereof; provided, however that the failure to give such notice shall not
relieve the Master Servicer of its indemnification obligations hereunder. This
indemnity shall survive the resignation or removal of the Trustee, Master
Servicer or the Securities Administrator and the termination of this Agreement.
(b) The Company agrees to indemnify the Indemnified Persons
and to hold them harmless from and against any and all claims, losses, damages,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Indemnified Persons may sustain in any
way related to the failure of the Company to perform in any way its duties and
service the EMC Mortgage Loans in strict compliance with the terms of this
Agreement and for breach of any representation or warranty of the Company
contained herein. The Company shall immediately notify the Master Servicer and
the Trustee if a claim is made by a third party with respect to this Agreement
or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and
the Trustee and with counsel reasonably satisfactory to the Master Servicer and
the Trustee) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or any Indemnified Person in
respect of such claim but failure to so notify the Company shall not limit its
obligations hereunder. The Company agrees that it will not enter into any
settlement of any such claim without the consent of the Indemnified Persons
unless such settlement includes an unconditional release of such Indemnified
Persons from all liability that is the subject matter of such claim. The
provisions of this Section 8.03(b) shall survive termination of this Agreement.
(c) The Sponsor will indemnify any Indemnified Person for any
loss, liability or expense of any Indemnified Person not otherwise paid or
covered pursuant to Subsections (a) or (b) above.
Section 8.04 Limitations on Liability of the Depositor, the
Company, the Master Servicer and Others.
Subject to the obligation of the Sponsor, the Company and the Master
Servicer to indemnify the Indemnified Persons pursuant to Section 8.03:
(a) Neither the Depositor, the Company, the Master Servicer
nor any of the directors, officers, employees or agents of the Depositor, the
Company and the Master Servicer shall be under any liability to the Indemnified
Persons, the Trust Fund or the Certificateholders for taking any action or for
refraining from taking any action in good faith pursuant to this Agreement, or
for errors in judgment; provided, however, that this provision shall not protect
the Depositor, the Company, the Master Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of such Person's willful misfeasance, bad faith
or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.
(b) The Depositor, the Company, the Master Servicer and any
director, officer, employee or agent of the Depositor, the Company and the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder.
(c) The Depositor, the Company, the Master Servicer the
Securities Administrator, the Trustee, the Custodian and any director, officer,
employee or agent of the Depositor, the Company, the Master Servicer, the
Securities Administrator, the Trustee or the Custodian shall be indemnified by
the Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Assignment Agreements, the Custodial
Agreement, the Certificates or the Servicing Agreements (except with respect to
the Master Servicer only, to the extent that the Master Servicer is indemnified
by the Company under this Agreement or by the related Servicer under the related
Servicing Agreement), other than (i) any such loss, liability or expense related
to the Company's or the Master Servicer's failure to perform its respective
duties in compliance with this Agreement (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement), or to the
Custodian's failure to perform its duties under the Custodial Agreement, or (ii)
any such loss, liability or expense incurred by reason of the Company's, the
Master Servicer's or the Custodian's willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or under the Custodial
Agreement, as applicable, or by reason of reckless disregard of obligations and
duties hereunder or under the Custodial Agreement, as applicable.
(d) Neither the Depositor, the Company nor the Master Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
that is not incidental to its duties under this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, the
Master Servicer may in its discretion, with the consent of the Trustee (which
consent shall not be unreasonably withheld), undertake any such action which it
may deem necessary or desirable with respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund, and the Master Servicer shall be entitled to be reimbursed therefor
out of the Distribution Account as provided by Section 5.07. Nothing in this
Subsection 8.04(d) shall affect the Master Servicer's obligation to supervise,
or to take such actions as are necessary to ensure, the servicing and
administration of the Mortgage Loans pursuant to Subsection 4.01(a).
(e) In taking or recommending any course of action pursuant to
this Agreement, unless specifically required to do so pursuant to this
Agreement, the Master Servicer shall not be required to investigate or make
recommendations concerning potential liabilities which the Trust might incur as
a result of such course of action by reason of the condition of the Mortgaged
Properties but shall give notice to the Trustee if it has notice of such
potential liabilities.
(f) The Master Servicer shall not be liable for any acts or
omissions of the Company or the Servicers, except as otherwise expressly
provided herein.
Section 8.05 Master Servicer and Company Not to Resign. (a) Except as
provided in Section 8.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior written
consent of the Trustee (which consent shall not be unreasonably withheld) or
(ii) upon a determination that any such duties hereunder are no longer
permissible under applicable law and such impermissibility cannot be cured. Any
such determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect, addressed to and delivered
to, the Trustee. No such resignation by the Master Servicer shall become
effective until EMC or the Trustee or a successor to the Master Servicer
reasonably satisfactory to the Trustee shall have assumed the responsibilities
and obligations of the Master Servicer in accordance with Section 9.02 hereof.
The Trustee shall notify the Rating Agencies of the resignation of the Master
Servicer.
(b) The Company shall not resign from the obligations and
duties hereby imposed on it except (i) upon the assignment of its servicing
duties with respect to all or a portion of the EMC Mortgage Loans to an
institution that is a Fannie Mae and Freddie Mac approved seller/servicer in
good standing that has a net worth of not less than $10,000,000 and with the
prior written consent of the Master Servicer (which consent shall not be
unreasonably withheld) or (ii) upon the determination that its duties hereunder
are no longer permissible under applicable law and such incapacity cannot be
cured by the Company. Any determination permitting the resignation of the
Company shall be evidenced by an Opinion of Counsel to such effect addressed to
and delivered, to the Master Servicer and the Trustee which Opinion of Counsel
shall be in form and substance acceptable to the Master Servicer and the
Trustee. No appointment of a successor to the Company shall be effective
hereunder unless (a) the Rating Agencies have confirmed in writing that such
appointment will not result in a downgrade, qualification or withdrawal of the
then current ratings assigned to the Certificates without regard to the Policy,
(b) such successor shall have represented that it is meets the eligibility
criteria set forth in clause (i) above and (c) such successor has agreed to
assume the obligations of the Company hereunder to the extent of the EMC
Mortgage Loans to be serviced by such successor. The Company shall provide a
copy of the written confirmation of the Rating Agencies and the agreement
executed by such successor to the Master Servicer and the Trustee. No such
resignation shall become effective until a Qualified Successor or the Master
Servicer shall have assumed the Company's responsibilities and obligations
hereunder. The Company shall notify the Master Servicer, the Trustee and the
Rating Agencies of the resignation of the Company or the assignment of all or a
portion of its servicing duties hereunder in accordance with this Section 8.05.
Section 8.06 Successor Master Servicer. In connection with the
appointment of any successor Master Servicer or the assumption of the duties of
the Master Servicer, EMC or the Trustee may make such arrangements for the
compensation of such successor master servicer out of payments on the Mortgage
Loans as EMC or the Trustee and such successor master servicer shall agree. If
the successor master servicer does not agree that such market value is a fair
price, such successor master servicer shall obtain two quotations of market
value from third parties actively engaged in the servicing of single-family
mortgage loans. In no event shall the compensation of any successor master
servicer exceed that permitted the Master Servicer without the consent of all of
the Certificateholders.
Section 8.07 Sale and Assignment of Master Servicing.
The Master Servicer may sell and assign its rights and delegate its
duties and obligations in its entirety as Master Servicer under this Agreement
and EMC may terminate the Master Servicer without cause and select a new Master
Servicer; provided, however, that: (i) the purchaser or transferee accepting
such assignment and delegation (a) shall be a Person which (or an Affiliate
thereof the primary business of which is the servicing of conventional
residential mortgage loans) shall be qualified to service mortgage loans for
Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than
$10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
in a writing signed by the Trustee); and (d) shall execute and deliver to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement, any custodial agreement
from and after the effective date of such agreement; (ii) each Rating Agency
shall be given prior written notice of the identity of the proposed successor to
the Master Servicer and each Rating Agency's rating of the Certificates in
effect immediately prior to such assignment, sale and delegation will not be
downgraded, qualified or withdrawn as a result of such assignment, sale and
delegation (determined without regard to the Policy), as evidenced by a letter
to such effect delivered to the Master Servicer and the Trustee; (iii) the
Master Servicer assigning and selling the master servicing shall deliver to the
Trustee an Officer's Certificate and an Opinion of Counsel addressed to the
Trustee, each stating that all conditions precedent to such action under this
Agreement have been completed and such action is permitted by and complies with
the terms of this Agreement; and (iv) in the event the Master Servicer is
terminated without cause by EMC, EMC shall pay, from its own funds and without
any right of reimbursement, the terminated Master Servicer a termination fee
equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans
at the time the master servicing of the Mortgage Loans is transferred to the
successor Master Servicer. No such assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date thereof.
DEFAULT; TERMINATION OF MASTER SERVICER;
TERMINATION OF COMPANY
Section 9.01 Events of Default. "Event of Default," wherever
used herein, means any one of the following events:
(i) any failure by the Master Servicer to remit to
the Securities Administrator any amounts received or collected by the
Master Servicer in respect of the Mortgage Loans and required to be
remitted by it hereunder or any Advance required to be made by it
pursuant to this Agreement, which failure shall continue unremedied for
one Business Day after the date on which written notice of such failure
shall have been given to the Master Servicer by the Trustee or the
Depositor, or to the Trustee and the Master Servicer by the Holders of
Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or
(ii) any failure by the Master Servicer to observe or
perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in this
Agreement or any breach of a representation or warranty by the Master
Servicer, which failure or breach shall continue unremedied for a
period of 60 days after the date on which written notice of such
failure shall have been given to Master Servicer by the Trustee or the
Depositor, or to the Trustee and the Master Servicer by the Holders of
Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the
appointment of a receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been
entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60
consecutive days; or
(iv) the Master Servicer shall consent to the
appointment of a receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or all or substantially all of
the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a voluntary case under, any
applicable insolvency or reorganization statute, make an assignment for
the benefit of its creditors, or voluntarily suspend payment of its
obligations;
(vi) the Master Servicer assigns or delegates its
duties or rights under this Agreement in contravention of the
provisions permitting such assignment or delegation under Sections 8.05
or 8.07; or
(vii) The Master Servicer fails to deposit, or cause
to be deposited, in the Distribution Account any Advance required to be
made by the Master Servicer (other than a Nonrecoverable Advance) by
5:00 p.m. New York City time on the Remittance Date.
If an Event of Default shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the direction of the Holders of Certificates evidencing not less
than 25% of the Voting Rights evidenced by the Certificates, the Trustee shall,
by notice in writing to the Master Servicer, with a copy to the Rating Agencies,
and with the consent of the Company, may terminate all of the rights and
obligations (but not the liabilities) of the Master Servicer (and the Securities
Administrator if the Master Servicer and the Securities Administrator are the
same entity) under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder. On or
after the receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer (and, if applicable, the Securities
Administrator) hereunder, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee, or any successor
appointed pursuant to Section 9.02 (a "Successor Master Servicer" and, if
applicable, "Successor Securities Administrator"). Such Successor Master
Servicer shall thereupon if such Successor Master Servicer is a successor to the
Master Servicer, make any Advance required by Article VI, subject, in the case
of the Trustee, to Section 9.02. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the terminated Master Servicer and, if
applicable, the terminated Securities Administrator, as attorney- in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of any Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect any
obligation of the Master Servicer to pay amounts owed pursuant to Article VIII
or Article X. The Master Servicer and, if applicable, the Securities
Administrator agrees to cooperate with the Trustee in effecting the termination
of the Master Servicer's and, if applicable, the Securities Administrator's
responsibilities and rights hereunder, including, without limitation, the
transfer to the applicable Successor Master Servicer of all cash amounts which
shall at the time be credited to the Distribution Account maintained pursuant to
Section 5.07, or thereafter be received with respect to the applicable Mortgage
Loans. The Trustee shall promptly notify the Rating Agencies of the occurrence
of an Event of Default known to the Trustee.
Notwithstanding any termination of the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late collection of a Scheduled Payment on a Mortgage Loan that was due prior to
the notice terminating the Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to which
the Master Servicer would have been entitled pursuant to Sections 5.05 and to
receive any other amounts payable to the Master Servicer hereunder the
entitlement to which arose prior to the termination of its activities hereunder.
Notwithstanding the foregoing, if an Event of Default described in
clause (vii) of this Section 9.01 shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have as
a Certificateholder or to reimbursement of Advances and other advances of its
own funds, and the Trustee shall act as provided in Section 8.02 to carry out
the duties of the Master Servicer, including the obligation to make any Advance
the nonpayment of which was an Event of Default described in clause (vii) of
this Section 9.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.
Section 9.02 Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 9.01 hereof the Trustee shall automatically
become the successor to the Master Servicer with respect to the transactions set
forth or provided for herein and after a transition period (not to exceed 90
days), shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Company shall have the right to either (a)
immediately assume the duties of the Master Servicer or (b) select a successor
Master Servicer; provided, further, however that, pursuant to Article VI hereof,
the Trustee in its capacity as successor Master Servicer shall be responsible
for making any Advances required to be made by the Master Servicer immediately
upon the termination of the Master Servicer and any such Advance shall be made
on the Distribution Date on which such Advance was required to be made by the
predecessor Master Servicer. Effective on the date of such notice of
termination, as compensation therefor, the Trustee shall be entitled to all
compensation, reimbursement of expenses and indemnifications that the Master
Servicer would have been entitled to if it had continued to act hereunder,
provided, however, that the Trustee shall not be (i) liable for any acts or
omissions of the Master Servicer, (ii) obligated to make Advances if it is
prohibited from doing so under applicable law, (iii) responsible for expenses of
the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses
on any Permitted Investment directed by the Master Servicer. Notwithstanding the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it
is prohibited by applicable law from making Advances pursuant to Article VI or
if it is otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency (determined without regard to the Policy) as
the successor to the Master Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Any Successor Master Servicer shall (i) be an institution that is a
Fannie Mae and Freddie Mac approved seller/servicer in good standing, that has a
net worth of at least $15,000,000, and (ii) be willing to act as successor
servicer of any Mortgage Loans under this Agreement or the related Servicing
Agreement with respect to which the Company or the original Servicer has been
terminated as servicer, and shall have executed and delivered to the Depositor,
the Trustee an agreement accepting such delegation and assignment, that contains
an assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer (other than any liabilities
of the Master Servicer hereof incurred prior to termination of the Master
Servicer under Section 9.01 or as otherwise set forth herein), with like effect
as if originally named as a party to this Agreement, provided that each Rating
Agency shall have acknowledged in writing that its rating of the Certificates in
effect immediately prior to such assignment and delegation (determined without
regard to the Policy) will not be qualified or reduced as a result of such
assignment and delegation. If the Trustee assumes the duties and
responsibilities of the Master Servicer in accordance with this Section 9.02,
the Trustee shall not resign as Master Servicer until a Successor Master
Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall, subject to Section 4.04
hereof, act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans or otherwise as
it and such successor shall agree; provided that no such compensation unless
agreed to by the Certificateholders shall be in excess of that permitted the
Master Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Neither the Trustee nor any other Successor Master Servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer and the
Securities Administrator to deliver or provide, or any delay in delivering or
providing, any cash, information, documents or records to it.
The costs and expenses of the Trustee in connection with the
termination of the Master Servicer, appointment of a Successor Master Servicer
and, if applicable, any transfer of servicing, including, without limitation,
all costs and expenses associated with the complete transfer of all servicing
data and the completion, correction or manipulation of such servicing data as
may be required by the Trustee to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Trustee or the Successor Master
Servicer to service the related Mortgage Loans properly and effectively, to the
extent not paid by the terminated Master Servicer, shall be payable to the
Trustee pursuant to Section 10.05. Any successor to the Master Servicer as
successor servicer under any Subservicing Agreement shall give notice to the
applicable Mortgagors of such change of servicer and shall, during the term of
its service as successor servicer maintain in force the policy or policies that
the Master Servicer is required to maintain pursuant to Section 4.04.
Section 9.03 Notification to Certificateholders and Rating Agencies.
(a) Upon any termination of or appointment of a successor to
the Master Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.
(b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Certificateholders notice of
each such Event of Default hereunder actually known to a Responsible Officer of
the Trustee, unless such Event of Default shall have been cured or waived.
Section 9.04 Waiver of Defaults.
The Trustee shall transmit by mail to all Certificateholders, within 60
days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Trustee, unless such Event of Default shall have been
cured, notice of each such Event of Default hereunder known to the Trustee. The
Holders of Certificates evidencing not less than 51% of the Voting Rights may,
on behalf of all Certificateholders, waive any default by the Master Servicer in
the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made of any required
distribution on the Certificates. Upon any such waiver of a past default, such
default shall be deemed to cease to exist, and any Event of Default arising
therefrom shall be deemed to have been timely remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
The Trustee shall give notice of any such waiver to the Rating Agencies.
Section 9.05 Company Default. In case one or more of the following
events of default by the Company (each, a "Company Default") shall occur and be
continuing, that is to say:
(i) any failure by the Company to remit to the Master
Servicer any payment including any Advance required to be made under
the terms of this Agreement on any Remittance Date; or
(ii) failure on the part of the Company duly to
observe or perform in any material respect any other of the covenants
or agreements (other than Sections 3.13 or 3.14) on the part of the
Company set forth in this Agreement, the breach of which has a material
adverse effect and which continue unremedied for a period of sixty days
(except that such number of days shall be fifteen in the case of a
failure to pay any premium for any insurance policy required to be
maintained under this Agreement and such failure shall be deemed to
have a material adverse effect) after the date on which written notice
of such failure, requiring the same to be remedied, shall have been
given to the Company by the Master Servicer; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Company and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty
days; or
(iv) the Company shall consent to the appointment of
a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Company or of or relating to all or
substantially all of its property; or
(v) the Company shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vi) the Company attempts to assign its right to
servicing compensation hereunder or the Company attempts to sell or
otherwise dispose of all or substantially all of its property or assets
or to assign this Agreement or the servicing responsibilities hereunder
or to delegate its duties hereunder or any portion thereof except as
otherwise permitted herein; or
(vii) the Company ceases to be qualified to transact
business in any jurisdiction where it is currently so qualified, but
only to the extent such non-qualification materially and adversely
affects the Company's ability to perform its obligations hereunder;
(viii) failure by the Company to duly perform, within
the required time period, its obligations under Sections 4.16, 4.17 or
4.18 which failure continues unremedied for a period of fifteen (15)
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Company by the
Master Servicer.
then, and in each and every such case, so long as a Company Default
shall not have been remedied, the Master Servicer, by notice in writing to the
Company may, in addition to whatever rights the Master Servicer and the Trustee
on behalf of the Certificateholders may have under Section 8.03 and at law or
equity to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Company under this Agreement and
in and to the EMC Mortgage Loans and the proceeds thereof without compensating
the Company for the same. On or after the receipt by the Company of such written
notice, all authority and power of Company under this Agreement, whether with
respect to the EMC Mortgage Loans or otherwise, shall pass to and be vested in
the Master Servicer. Upon written request from the Master Servicer, the Company
shall prepare, execute and deliver, any and all documents and other instruments,
place in the Master Servicer's possession all Mortgage Files relating to the EMC
Mortgage Loans, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the EMC Mortgage Loans
and related documents, or otherwise, at the Company's sole expense. The Company
agrees to cooperate with the Master Servicer in effecting the termination of the
Company's responsibilities and rights hereunder, including, without limitation,
the transfer to such successor for administration by it of all cash amounts
which shall at the time be credited by the Company to its Protected Account or
Escrow Account or thereafter received with respect to the EMC Mortgage Loans or
any related REO Property.
Section 9.06 Waiver of Company Defaults.
The Master Servicer, with the consent of the Trustee, may waive only by
written notice any default by the Company in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past default, such
default shall cease to exist, and any Company Default arising therefrom shall be
deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon except to the extent expressly so waived in writing.
CONCERNING THE TRUSTEE AND THE
SECURITIES ADMINISTRATOR
Section 10.01 Duties of Trustee and Securities Administrator.
(a) The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiver of all Events of Default which may have
occurred, and the Securities Administrator each undertake to perform such duties
and only such duties as are specifically set forth in this Agreement as duties
of the Trustee and the Securities Administrator, respectively. If an Event of
Default has occurred and has not been cured or waived, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and the
same degree of care and skill in their exercise, as a prudent person would
exercise under the circumstances in the conduct of such Person's own affairs.
(b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are specifically
required to be furnished to the Trustee or the Securities Administrator pursuant
to any provision of this Agreement, the Trustee or the Securities Administrator,
respectively, shall examine them to determine whether they are, on their face,
in the form required by this Agreement; provided, however, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Master Servicer; provided, further,
that neither the Trustee nor the Securities Administrator shall be responsible
for the accuracy or verification of any calculation provided to it pursuant to
this Agreement.
(c) On each Distribution Date, the Securities Administrator
shall make monthly distributions and the final distribution to the related
Certificateholders from related funds in the Distribution Account as provided in
Sections 6.04 and 11.02 herein based solely on the applicable Remittance Report.
(d) No provision of this Agreement shall be construed to
relieve the Trustee or the Securities Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default,
and after the curing or waiver of all such Events of Default which may
have occurred with respect to the Trustee and at all times with respect
to the Securities Administrator, the duties and obligations of the
Trustee and the Securities Administrator shall be determined solely by
the express provisions of this Agreement, neither the Trustee nor the
Securities Administrator shall be liable except for the performance of
their respective duties and obligations as are specifically set forth
in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee or the Securities Administrator
and, in the absence of bad faith on the part of the Trustee or the
Securities Administrator, respectively, the Trustee or the Securities
Administrator, respectively, may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee or the
Securities Administrator, respectively, and conforming to the
requirements of this Agreement;
(ii) Neither the Trustee nor the Securities
Administrator shall be liable in its individual capacity for an error
of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee or an officer or officers of the Securities
Administrator, respectively, unless it shall be proved that the Trustee
or the Securities Administrator, respectively, was negligent in
ascertaining the pertinent facts;
(iii) Neither the Trustee nor the Securities
Administrator shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with
the directions of the Holders of Certificates evidencing not less than
25% of the aggregate Voting Rights of the Certificates (or such other
percentage as specifically set forth herein), if such action or
non-action relates to the time, method and place of conducting any
proceeding for any remedy available to the Trustee or the Securities
Administrator, respectively, or exercising any trust or other power
conferred upon the Trustee or the Securities Administrator,
respectively, under this Agreement;
(iv) The Trustee shall not be required to take notice
or be deemed to have notice or knowledge of any default or Event of
Default unless a Responsible Officer of the Trustee shall have actual
knowledge thereof. In the absence of such notice, the Trustee may
conclusively assume there is no such default or Event of Default;
(v) The Securities Administrator shall not in any way
be liable by reason of any insufficiency in any Account held in the
name of Trustee unless it is determined by a court of competent
jurisdiction in a non-appealable judgment that the Securities
Administrator's gross negligence or willful misconduct was the primary
cause of such insufficiency (except to the extent that the Securities
Administrator is obligor and has defaulted thereon);
(vi) The Trustee shall not in any way be liable by
reason of any insufficiency in any Account held in the name of Trustee
unless it is determined by a court of competent jurisdiction in a
non-appealable judgment that the Trustee's gross negligence or willful
misconduct was the primary cause of such insufficiency (except to the
extent that the Trustee is obligor and has defaulted thereon);
(vii) Anything in this Agreement to the contrary
notwithstanding, in no event shall the Trustee or the Securities
Administrator be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee or the Securities Administrator,
respectively, has been advised of the likelihood of such loss or damage
and regardless of the form of action; and
(viii) None of the Securities Administrator, the
Master Servicer, the Sponsor, the Depositor or the Trustee shall be
responsible for the acts or omissions of the other, it being understood
that this Agreement shall not be construed to render them partners,
joint venturers or agents of one another.
Neither the Trustee nor the Securities Administrator shall be required to expend
or risk its own funds or otherwise incur financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it, and none of the provisions contained in this Agreement shall in
any event require the Trustee or the Securities Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer or the Company hereunder or any Servicer under the related
Servicing Agreement.
(e) All funds received by the Securities Administrator and
required to be deposited in the Distribution Account pursuant to this Agreement
shall be promptly so deposited by the Securities Administrator.
Section 10.02 Certain Matters Affecting the Trustee and the
Securities Administrator.
(a) Except as otherwise provided in Section 10.01:
(i) The Trustee and the Securities Administrator may
rely and shall be protected in acting or refraining from acting in
reliance on any resolution or certificate of the Sponsor, the Company,
the Master Servicer or the related Servicer, any certificates of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee and the Securities Administrator may
consult with counsel and any advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection with
respect to any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such advice or Opinion of Counsel;
(iii) Neither the Trustee nor the Securities
Administrator shall be under any obligation to exercise any of the
trusts or powers vested in it by this Agreement, other than its
obligation to give notices pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee or the Securities Administrator, as
applicable, reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.
Nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not
been cured or waived), to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill
in their exercise, as a prudent person would exercise under the
circumstances in the conduct of his own affairs;
(iv) Prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all Events of Default which
may have occurred with respect to the Trustee and at all times with
respect to the Securities Administrator, neither the Trustee nor the
Securities Administrator shall be liable in its individual capacity for
any action taken, suffered or omitted by it in good faith and believed
by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Neither the Trustee nor the Securities
Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so
by Holders of Certificates evidencing not less than 25% of the
aggregate Voting Rights of the Certificates and provided that the
payment within a reasonable time to the Trustee or the Securities
Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee or the Securities Administrator, as
applicable, reasonably assured to the Trustee or the Securities
Administrator, as applicable, by the security afforded to it by the
terms of this Agreement. The Trustee or the Securities Administrator
may require reasonable indemnity against such expense or liability as a
condition to taking any such action. The reasonable expense of every
such examination shall be paid by the Certificateholders requesting the
investigation;
(vi) The Trustee and the Securities Administrator may
execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through Affiliates, agents or attorneys;
provided, however, that the Trustee may not appoint any paying agent
other than the Securities Administrator to perform any paying agent
functions under this Agreement without the express written consent of
the Master Servicer which consents will not be unreasonably withheld.
Neither the Trustee nor the Securities Administrator shall be liable or
responsible for the misconduct or negligence of any of the Trustee's or
the Securities Administrator's agents or attorneys or paying agent
appointed hereunder by the Trustee or the Securities Administrator with
due care and, when required, with the consent of the Master Servicer;
(vii) Should the Trustee or the Securities
Administrator deem the nature of any action required on its part to be
unclear, the Trustee or the Securities Administrator, respectively, may
require prior to such action that it be provided by the Depositor with
reasonable further instructions; the right of the Trustee or the
Securities Administrator to perform any discretionary act enumerated in
this Agreement shall not be construed as a duty, and neither the
Trustee nor the Securities Administrator shall be accountable for other
than its negligence or willful misconduct in the performance of any
such act;
(viii) Neither the Trustee nor the Securities
Administrator shall be required to give any bond or surety with respect
to the execution of the trust created hereby or the powers granted
hereunder, except as provided in Subsection 10.07; and
(ix) Neither the Trustee nor the Securities
Administrator shall have any duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by any Person pursuant to this
Agreement, or the eligibility of any Mortgage Loan for purposes of this
Agreement.
Section 10.03 Trustee and Securities Administrator Not Liable for
Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) shall be
taken as the statements of the Depositor, and neither the Trustee nor the
Securities Administrator shall have any responsibility for their correctness.
Neither the Trustee nor the Securities Administrator makes any representation as
to the validity or sufficiency of the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) or of any Mortgage Loan
except as expressly provided in Sections 2.02 and 2.06 hereof; provided,
however, that the foregoing shall not relieve the Trustee, or the Custodian on
its behalf, of the obligation to review the Mortgage Files pursuant to Section
2.02 of this Agreement. The Trustee's signature and countersignature (or
countersignature of its agent) on the Certificates shall be solely in its
capacity as Trustee and shall not constitute the Certificates an obligation of
the Trustee in any other capacity. Neither the Trustee or the Securities
Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. Subject to Section 2.06, neither the Trustee nor the Securities
Administrator shall be responsible for the legality or validity of this
Agreement or any document or instrument relating to this Agreement, the validity
of the execution of this Agreement or of any supplement hereto or instrument of
further assurance, or the validity, priority, perfection or sufficiency of the
security for the Certificates issued hereunder or intended to be issued
hereunder. Neither the Trustee nor the Securities Administrator shall at any
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. Neither the Trustee nor the Securities
Administrator shall have any responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to record this Agreement.
Section 10.04 Trustee and Securities Administrator May Own Certificates.
Each of the Trustee and the Securities Administrator in its individual
capacity or in any capacity other than as Trustee or Securities Administrator
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee or the Securities Administrator,
as applicable, and may otherwise deal with the parties hereto.
Section 10.05 Trustee's and Securities Administrator's Fees and
Expenses.
The fees and expenses of the Trustee and the Securities Administrator
shall be paid in accordance with a side letter agreement with the Master
Servicer and at the expense of the Master Servicer. In addition, the Trustee and
the Securities Administrator shall be entitled to recover from the Distribution
Account pursuant to Section 5.07 all reasonable out-of-pocket expenses,
disbursements and advances and the expenses of the Trustee and the Securities
Administrator, respectively, in connection with any Event of Default, any breach
of this Agreement or any claim or legal action (including any pending or
threatened claim or legal action) incurred or made by the Trustee or the
Securities Administrator, respectively, in the administration of the trusts
hereunder (including the reasonable compensation, expenses and disbursements of
its counsel) except any such expense, disbursement or advance as may arise from
its negligence or intentional misconduct or which is the responsibility of the
Certificateholders or the Trust Fund hereunder. If funds in the Distribution
Account are insufficient therefor, the Trustee and the Securities Administrator
shall recover such expenses, disbursements or advances from the Depositor and
the Depositor hereby agrees to pay such expenses, disbursements or advances upon
demand. Such compensation and reimbursement obligation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust.
Section 10.06 Eligibility Requirements for Trustee and Securities
Administrator.
The Trustee and any successor Trustee and the Securities Administrator
and any successor Securities Administrator shall during the entire duration of
this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to
supervision or examination by federal or state authority and, in the case of the
Trustee, rated "BBB" or higher by Fitch, Inc. with respect to their long-term
rating and rated "BBB" or higher by Standard & Poor's and "Baa2" or higher by
Moody's with respect to any outstanding long-term unsecured unsubordinated debt,
and, in the case of a successor Trustee or successor Securities Administrator
other than pursuant to Section 10.10, rated in one of the two highest long-term
debt categories of, or otherwise acceptable to, each of the Rating Agencies
(which consent shall not be unreasonably withheld). The Trustee shall not be an
Affiliate of the Master Servicer. If the Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 10.06
the combined capital and surplus of such corporation shall be deemed to be its
total equity capital (combined capital and surplus) as set forth in its most
recent report of condition so published. In case at any time the Trustee or the
Securities Administrator, as applicable, shall cease to be eligible in
accordance with the provisions of this Section 10.06, the Trustee or the
Securities Administrator shall resign immediately in the manner and with the
effect specified in Section 10.08.
Section 10.07 Insurance.
The Trustee and the Securities Administrator, at their own expense,
shall at all times maintain and keep in full force and effect: (i) fidelity
insurance, (ii) theft of documents insurance and (iii) forgery insurance (which
may be collectively satisfied by a "Financial Institution Bond" and/or a
"Bankers' Blanket Bond"). All such insurance shall be in amounts, with standard
coverage and subject to deductibles, as are customary for insurance typically
maintained by banks or their affiliates which act as custodians for
investor-owned mortgage pools. A certificate of an officer of the Trustee or the
Securities Administrator as to the Trustee's or the Securities Administrator's,
respectively, compliance with this Section 10.07 shall be furnished to any
Certificateholder upon reasonable written request.
Section 10.08 Resignation and Removal of Trustee and Securities
Administrator.
The Trustee and the Securities Administrator may at any time resign
(including, in the case of the Securities Administrator, in connection with the
resignation or termination of the Master Servicer) and be discharged from the
Trust hereby created by giving written notice thereof to the Depositor, the
Sponsor, the Securities Administrator (or the Trustee, if the Securities
Administrator resigns) and the Master Servicer, with a copy to the Rating
Agencies. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee or successor securities administrator, as
applicable, by written instrument, in triplicate, one copy of which instrument
shall be delivered to each of the resigning trustee or securities administrator,
as applicable, and the successor trustee or securities administrator, as
applicable. If no successor trustee or successor securities administrator shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Securities
Administrator may petition any court of competent jurisdiction for the
appointment of a successor trustee or securities administrator.
If at any time (i) the Trustee or the Securities Administrator shall
cease to be eligible in accordance with the provisions of Section 10.06 hereof
and shall fail to resign after written request thereto by the Depositor, (ii)
the Trustee or the Securities Administrator shall become incapable of acting, or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Securities
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or (iii)(A) a tax is imposed with respect to the
Trust Fund by any state in which the Trustee or the Securities Administrator or
the Trust Fund is located, (B) the imposition of such tax would be avoided by
the appointment of a different trustee or securities administrator and (C) the
Trustee or the Securities Administrator, as applicable fails to indemnify the
Trust Fund against such tax, then the Depositor or the Master Servicer may
remove the Trustee or the Securities Administrator, as applicable, and appoint a
successor trustee or successor securities administrator, as applicable, by
written instrument, in multiple copies, a copy of which instrument shall be
delivered to the Trustee, the Securities Administrator, each Master Servicer and
the successor trustee or successor securities administrator, as applicable.
The Holders evidencing at least 51% of the Voting Rights of each Class
of Certificates may at any time remove the Trustee or Securities Administrator
and appoint a successor trustee or securities administrator by written
instrument or instruments, in multiple copies, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered by the successor trustee or successor securities administrator to
each of the Master Servicer, the Trustee or Securities Administrator so removed
and the successor trustee or securities administrator so appointed. Notice of
any removal of the Trustee or Securities Administrator shall be given to each
Rating Agency by the Trustee or successor trustee.
Any resignation or removal of the Trustee or Securities Administrator
and appointment of a successor trustee or securities administrator pursuant to
any of the provisions of this Section 10.08 shall become effective upon
acceptance of appointment by the successor trustee or securities administrator
as provided in Section 10.09 hereof.
Section 10.09 Successor Trustee or Securities Administrator.
Any successor trustee or securities administrator appointed as provided
in Section 10.08 hereof shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee or predecessor securities administrator, as
applicable, and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee or
securities administrator shall become effective and such successor trustee or
securities administrator, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee or
securities administrator herein.
No successor trustee or securities administrator shall accept
appointment as provided in this Section 10.09 unless at the time of such
acceptance such successor trustee or securities administrator shall be eligible
under the provisions of Section 10.06 hereof and its appointment shall not
adversely affect the then current rating of the Certificates (without regard to
the Policy).
Upon acceptance of appointment by a successor trustee or securities
administrator as provided in this Section 10.09, the successor trustee or
securities administrator shall mail notice of the succession of such trustee or
securities administrator hereunder to all Holders of Certificates. If the
successor trustee or securities administrator fails to mail such notice within
ten days after acceptance of appointment, the Depositor shall cause such notice
to be mailed at the expense of the Trust Fund.
Section 10.10 Merger or Consolidation of Trustee or Securities
Administrator.
Any corporation, state bank or national banking association into which
the Trustee or the Securities Administrator may be merged or converted or with
which it may be consolidated or any corporation, state bank or national banking
association resulting from any merger, conversion or consolidation to which the
Trustee or the Securities Administrator shall be a party, or any corporation,
state bank or national banking association succeeding to substantially all of
the corporate trust business of the Trustee or of the business of the Securities
Administrator, shall be the successor of the Trustee or the Securities
Administrator hereunder, provided that such corporation shall be eligible under
the provisions of Section 10.06 hereof without the execution or filing of any
paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.
Section 10.11 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 10.11, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request to do so, or in the case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 10.06 and
no notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 10.09.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) All rights, powers, duties and obligations
conferred or imposed upon the Trustee, except for the obligation of the
Trustee under this Agreement to advance funds on behalf of the Master
Servicer, shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly (it
being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether a Trustee
hereunder or as a Successor Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the
holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No trustee hereunder shall be held personally
liable by reason of any act or omission of any other trustee hereunder;
and
(iii) The Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article X. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Master Servicer and the Depositor.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co- trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 10.12 Tax Matters.
It is intended that the Trust Fund shall constitute one or more REMICs,
and that the affairs of the Trust Fund shall be conducted so that each REMIC
formed hereunder qualifies as a "real estate mortgage investment conduit" as
defined in and in accordance with the REMIC Provisions. In furtherance of such
intention, the Securities Administrator covenants and agrees that it shall act
as agent for so long as it is also Master Servicer (and the Securities
Administrator is hereby appointed to act as agent) on behalf of the Trust Fund.
The Trustee and/or the Securities Administrator, as agent on behalf of the Trust
Fund, shall do or refrain from doing, as applicable, the following: (a) the
Securities Administrator shall prepare and file, or cause to be prepared and
filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income
Tax Returns (Form 1066 or any successor form adopted by the Internal Revenue
Service) and prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax authorities income
tax or information returns for each taxable year with respect to each such REMIC
containing such information and at the times and in the manner as may be
required by the Code or state or local tax laws, regulations or rules, and
furnish or cause to be furnished, to Certificateholders the schedules,
statements or information at such times and in such manner as may be required
thereby; (b) the Securities Administrator shall apply for an employer
identification number with the Internal Revenue Service via a Form SS-4 or other
comparable method for each REMIC that is or becomes a taxable entity, and within
thirty days of the Closing Date, furnish or cause to be furnished to the
Internal Revenue Service on Forms 8811 or as otherwise may be required by the
Code, the name, title, address, and telephone number of the person that the
Holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such form, and
update such information at the time or times in the manner required by the Code
for the Trust Fund; (c) the Trustee shall make, or cause to be made, elections
on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal
tax return of such REMIC for its first taxable year (and, if necessary, under
applicable state law); (d) the Securities Administrator shall prepare and
forward, or cause to be prepared and forwarded, to the Certificateholders and to
the Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption; (e)
the Securities Administrator shall provide information necessary for the
computation of tax imposed on the transfer of a Residual Certificate to a Person
that is not a Permitted Transferee, or an agent (including a broker, nominee or
other middleman) of a Person that is not a Permitted Transferee, or a
pass-through entity in which a Person that is not a Permitted Transferee is the
record Holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) each of
the Securities Administrator and the Trustee shall, to the extent under its
control, conduct the affairs of the Trust Fund at all times that any
Certificates are outstanding so as to maintain the status of each REMIC formed
hereunder as a REMIC under the REMIC Provisions; (g) neither the Trustee nor the
Securities Administrator shall knowingly or intentionally take any action or
omit to take any action that would cause the termination of the REMIC status of
any REMIC formed hereunder; (h) the Trustee shall pay, from the sources
specified in the penultimate paragraph of this Section 10.12, as directed by the
Securities Administrator in its Remittance Report, the amount of any federal,
state and local taxes, including prohibited transaction taxes as described
below, imposed on any REMIC formed hereunder prior to the termination of the
Trust Fund when and as the same shall be due and payable (but such obligation
shall not prevent the Trustee, the Securities Administrator at the written
request of the Trustee, or any other appropriate Person from contesting any such
tax in appropriate proceedings and shall not prevent the Securities
Administrator from withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings); (i) the Trustee shall sign or cause to be
signed federal, state or local income tax or information returns or any other
document prepared by the Securities Administrator pursuant to this Section 10.12
requiring a signature thereon by the Trustee; (j) the Securities Administrator
shall maintain records relating to each REMIC formed hereunder including but not
limited to the income, expenses, assets and liabilities of each such REMIC and
adjusted basis of the Trust Fund property determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; (k) the Securities Administrator shall,
for federal income tax purposes, maintain books and records with respect to the
REMICs on a calendar year and on an accrual basis; (l) neither the Trustee nor
the Master Servicer shall enter into any arrangement not otherwise provided for
in this Agreement by which the REMICs will receive a fee or other compensation
for services nor permit the REMICs to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code; and (m) as and when
necessary and appropriate, the Trustee, or at the written request of the
Trustee, the Securities Administrator, shall represent the Trust Fund in any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of any REMIC formed hereunder, enter into settlement agreements
with any governmental taxing agency, extend any statute of limitations relating
to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
formed hereunder in relation to any tax matter involving any such REMIC.
In order to enable each of the Trustee and the Securities Administrator
to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Trustee or the Securities Administrator within 10 days
after the Closing Date all information or data that the Trustee or the
Securities Administrator requests in writing and determines to be relevant for
tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of the Certificates and the related Mortgage Loans.
Thereafter, the Depositor shall provide to the Trustee or the Securities
Administrator promptly upon written request therefor, any such additional
information or data that the Trustee or the Securities Administrator may, from
time to time, request in order to enable the Trustee or the Securities
Administrator to perform its duties as set forth herein. The Depositor hereby
indemnifies each of Trustee and the Securities Administrator for any losses,
liabilities, damages, claims or expenses of the Trustee or the Securities
Administrator arising from any errors or miscalculations of the Trustee or the
Securities Administrator, as applicable, that result from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data
to the Trustee or the Securities Administrator, as applicable, on a timely
basis.
In the event that any tax is imposed on "prohibited transactions" of
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section
860F(a)(2) of the Code, on the "net income from foreclosure property" of the
Trust Fund as defined in Section 860G(c) of the Code, on any contribution to any
of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V after the Startup Day
pursuant to Section 860G(d) of the Code, or any other tax is imposed, including,
without limitation, any federal, state or local tax or minimum tax imposed upon
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, and is, in each case,
attributable to the activities of REMIC I or REMIC II or related to Loan Group I
and not paid as otherwise provided for herein, such tax shall be paid (i) by the
Trustee or the Securities Administrator, if any such tax arises out of or
results from a breach by the Trustee or the Securities Administrator,
respectively, of any of its obligations under this Agreement, (ii) by any party
hereto (other than the Trustee or the Securities Administrator) to the extent
any such tax arises out of or results from a breach by such other party of any
of its obligations under this Agreement or (iii) in all other cases, or in the
event that any liable party hereto fails to honor its obligations under the
preceding clauses (i) or (ii), first with amounts otherwise to be distributed to
the Class I-R-1, Class I-R-2 and Class I-R-3 Certificateholders, and second,
with amounts otherwise to be distributed to all Group I Offered
Certificateholders and Class I-B-4 Certificateholders in the following order of
priority: first, to the Class I-B-4 Certificates, second, to the Class I-B-3
Certificates, third, to the Class I-B-2 Certificates, fourth, to the Class I-B-1
Certificates, fifth, to the Class I-M-3 Certificates, sixth, to the Class I-M-2
Certificates, seventh, to the Class I-M-1 Certificates and eighth, to the Class
I-A Certificates, on a pro rata basis, based on the amounts to be distributed.
In the event that any tax is imposed on "prohibited transactions" of
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section
860F(a)(2) of the Code, on the "net income from foreclosure property" of the
Trust Fund as defined in Section 860G(c) of the Code, on any contribution to any
of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V after the Startup Day
pursuant to Section 860G(d) of the Code, or any other tax is imposed, including,
without limitation, any federal, state or local tax or minimum tax imposed upon
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, and is, in each case,
attributable to the activities of REMIC III or REMIC IV or related to Loan Group
II and not paid as otherwise provided for herein, such tax shall be paid (i) by
the Trustee or the Securities Administrator, if any such tax arises out of or
results from a breach by the Trustee or the Securities Administrator,
respectively, of any of its obligations under this Agreement, (ii) by any party
hereto (other than the Trustee or the Securities Administrator) to the extent
any such tax arises out of or results from a breach by such other party of any
of its obligations under this Agreement or (iii) in all other cases, or in the
event that any liable party hereto fails to honor its obligations under the
preceding clauses (i) or (ii), first with amounts otherwise to be distributed to
the Class II-R Certificateholders, and second, with amounts otherwise to be
distributed to the following Classes of Group II Certificateholders in the
following order of priority: first, to the Class II-B-6 Certificates, second, to
the Class II-B-5 Certificates, third, to the Class II-B-4 Certificates, fourth,
to the Class II-B-3 Certificates, fifth, to the Class II-B-2 Certificates,
sixth, to the Class II-B-1 Certificates and seventh to the Class II-A
Certificates, on a pro rata basis, based on the amounts to be distributed.
Notwithstanding anything to the contrary contained herein, to the
extent that such tax is payable by the Holder of any Certificates, the
Securities Administrator is hereby authorized to retain on any Distribution
Date, from the Holders of the Class R Certificates (and, if necessary, from the
Holders of the other related Certificates in the priority specified in the
preceding sentence), funds otherwise distributable to such Holders in an amount
sufficient to pay such tax. The Securities Administrator shall include in its
Remittance Report instructions as to distributions to such parties taking into
account the priorities described in the second preceding sentence. The
Securities Administrator, on written request by the Trustee, agrees to promptly
notify in writing the party liable for any such tax of the amount thereof and
the due date for the payment thereof.
The Trustee and the Securities Administrator each agree that, in the
event it should obtain any information necessary for the other party to perform
its obligations pursuant to this Section 10.12, it will promptly notify and
provide such information to such other party. Notwithstanding anything in this
Agreement to the contrary, the Trustee agrees that, in the event that the
Trustee obtains actual knowledge that the Securities Administrator has breached
any of its obligations pursuant to this Section 10.12, the Trustee shall perform
such obligations on its behalf to the extent that the Trustee possesses all
documents necessary to so perform and receives reasonable compensation therefor,
provided, however, that the Trustee shall not be liable for any losses resulting
from any such breach.
TERMINATION
Section 11.01 Termination upon Liquidation or Repurchase of all
Mortgage Loans.
Subject to Section 11.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Securities Administrator, the Sponsor and
the Trustee created hereby with respect to the related Sub-Trust shall
terminate, with respect to Loan Group I, upon the earlier of (a) the purchase by
the Majority Class I-C Certificateholder of all of the Group I Mortgage Loans
(and related REO Properties) remaining in the Trust Fund at a price (the "Group
I Mortgage Loan Purchase Price") equal to the sum of (i) 100% of the Stated
Principal Balance of each related Mortgage Loan (other than in respect of
related REO Property), (ii) accrued interest thereon at the applicable Mortgage
Rate to, but not including, the first day of the month of such purchase, (iii)
the appraised value of any REO Property in the Group I Sub-Trust (up to the
Stated Principal Balance of the related Mortgage Loan), such appraisal to be
conducted by an appraiser mutually agreed upon by the Master Servicer and the
Trustee and (iv) unreimbursed out-of pocket costs of the Company, the Servicers
or the Master Servicer, including unreimbursed servicing advances and the
principal portion of any unreimbursed Advances made on Loan Group I prior to the
exercise of such repurchase right, and (v) such Loan Group's pro rata share
(based on the then outstanding aggregate Stated Principal Balance thereof) of
any unreimbursed costs and expenses of the Trustee and the Securities
Administrator payable pursuant to Section 10.05 and (b) the later of (i) the
maturity or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Group I Sub-Trust and the disposition of all
related REO Property and (ii) the distribution to Group I Certificateholders of
all amounts required to be distributed to them pursuant to this Agreement.
Subject to Section 11.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Securities Administrator, the Sponsor and
the Trustee created hereby with respect to the related Sub-Trust shall
terminate, with respect to Loan Group II, upon the earlier of (a) the purchase
by EMC or its designee of all of the Group II Mortgage Loans (and related REO
Properties) remaining in the Trust Fund at a price (the "Group II Mortgage Loan
Purchase Price") equal to the sum of (i) 100% of the Stated Principal Balance of
each related Mortgage Loan (other than in respect of related REO Property), (ii)
accrued interest thereon at the applicable Mortgage Rate to, but not including,
the first day of the month of such purchase, (iii) the appraised value of any
REO Property in the Group II Sub-Trust (up to the Stated Principal Balance of
the related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Master Servicer and the Trustee and (iv)
unreimbursed out-of pocket costs of the Company, the Servicers or the Master
Servicer, including unreimbursed servicing advances and the principal portion of
any unreimbursed Advances made on Loan Group II prior to the exercise of such
repurchase right, and (v) such Loan Group's pro rata share (based on the then
outstanding aggregate Stated Principal Balance thereof) of any unreimbursed
costs and expenses of the Trustee and the Securities Administrator payable
pursuant to Section 10.05 and (b) the later of (i) the maturity or other
liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Group II Sub-Trust and the disposition of all related REO
Property and (ii) the distribution to Group II Certificateholders of all amounts
required to be distributed to them pursuant to this Agreement, as applicable.
In no event shall the Sub-Trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof and (ii) the related Latest
Possible Maturity Date.
The right to repurchase all Mortgage Loans in Loan Group I and related
REO Properties pursuant to the preceding paragraph shall be exercisable in each
case on or after the earlier of (i) the Group I 20% Clean Up Call Date and (ii)
the Distribution Date in January 2016.
The right to repurchase all Mortgage Loans in Loan Group II and related
REO Properties pursuant to the preceding paragraph shall be exercisable on or
after the Group II Optional Termination Date.
Notwithstanding anything to the contrary herein, the Class I-R-3
Certificates will not be retired until the later of (i) the retirement of all
the Group I Certificates (other than the I-R-3 Certificates) and (ii) the
retirement of all the Group II Certificates.
Section 11.02 Final Distribution on the Group I Certificates and
Group II Certificates.
If on any Determination Date, (i) the Master Servicer determines that
there are no related Outstanding Mortgage Loans and no other funds or assets in
the related Sub-Trust other than the funds in the Distribution Account, the
Master Servicer shall direct the Securities Administrator to send a final
distribution notice promptly to each related Certificateholder or (ii) the
Securities Administrator determines that a Class of Certificates shall be
retired after a final distribution on such Class, the Securities Administrator
shall notify the related Certificateholders within five (5) Business Days after
such Determination Date that the final distribution in retirement of such Class
of Certificates is scheduled to be made on the immediately following
Distribution Date. Any final distribution made pursuant to the immediately
preceding sentence shall be made only upon presentation and surrender of the
related Certificates at the office of the Securities Administrator specified in
the final distribution notice to related Certificateholders. If the Class I-C
Certificateholder or EMC or its designee, as applicable, elects to terminate the
related Sub-Trust pursuant to Section 11.01, at least 20 days prior to the date
notice is to be mailed to the Certificateholders, the Majority Class I-C
Certificateholder or EMC or its designee, as applicable, shall notify the
Depositor, the Securities Administrator, the Trustee of the date the Majority
Class I-C Certificateholder or EMC or its designee intends to terminate the
related Sub-Trust. The Master Servicer shall remit the related Mortgage Loan
Purchase Price to the Securities Administrator on the Business Day prior to the
Distribution Date for such Group I Optional Termination by the Majority Class
I-C Certificateholder or Group II Optional Termination by EMC or its designee,
as applicable.
Notice of any termination of the related Sub-Trust, specifying the
Distribution Date on which related Certificateholders may surrender their
Certificates for payment of the final distribution and cancellation, shall be
given promptly by the Securities Administrator by letter to related
Certificateholders mailed not earlier than the 10th day and no later than the
15th day of the month immediately preceding the month of such final
distribution. Any such notice shall specify (a) the Distribution Date upon which
final distribution on the related Certificates shall be made upon presentation
and surrender of related Certificates at the office therein designated, (b) the
amount of such final distribution, (c) the location of the office or agency at
which such presentation and surrender must be made and (d) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distributions
being made only upon presentation and surrender of the related Certificates at
the office therein specified. The Securities Administrator will give such notice
to each Rating Agency at the time such notice is given to related
Certificateholders.
In the event such notice is given, the Master Servicer shall cause all
related funds to be remitted to the Securities Administrator for deposit in the
Distribution Account on the Business Day prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the related
Certificates. Upon such final deposit with respect to the Sub-Trust and the
receipt by the Trustee of a Request for Release therefor, the Trustee or the
Custodian shall promptly release to the Master Servicer, as applicable the
Mortgage Files for the related Mortgage Loans and the Trustee shall execute and
deliver any documents prepared and delivered to it which are necessary to
transfer any REO Property.
Upon presentation and surrender of the related Certificates, the
Securities Administrator shall cause to be distributed to related
Certificateholders of each Class in accordance with the Remittance Report the
amounts allocable to such Certificates held in the Distribution Account in the
order and priority set forth in Section 6.04 hereof on the final Distribution
Date and in proportion to their respective Percentage Interests.
In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Securities Administrator shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Securities
Administrator may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain a part of the related Sub-Trusts. If within
one year after the second notice all related Certificates shall not have been
surrendered for cancellation, the related Residual Certificateholders shall be
entitled to all unclaimed funds and other assets of the Trust Fund that remain
subject hereto.
Section 11.03 Additional Termination Requirements.
(a) Upon exercise by the Majority Class I-C Certificateholder
or EMC or its designee, as applicable, of its purchase option as provided in
Section 11.01, the related Sub-Trust shall be terminated in accordance with the
following additional requirements, unless each of the Trustee and the Securities
Administrator have been supplied with an Opinion of Counsel addressed to the
Trustee, at the expense of the Majority Class I-C Certificateholder or EMC or
its designee, as applicable, to the effect that the failure of the Sub-Trust to
comply with the requirements of this Section 11.03 will not (i) result in the
imposition of taxes on "prohibited transactions" of a REMIC, or (ii) cause a
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(1) The Majority Class I-C Certificateholder or EMC or its
designee, as applicable, shall establish a 90-day liquidation period for REMIC
I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, and notify the
Trustee and Securities Administrator thereof, and the Securities Administrator
shall in turn specify the first day of such period in a statement attached to
the tax return for REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as
applicable, pursuant to Treasury Regulation Section 1.860F-1. The Majority Class
I-C Certificateholder or EMC or its designee, as applicable, shall satisfy all
the requirements of a qualified liquidation under Section 860F of the Code and
any regulations thereunder with respect to each REMIC related to the terminated
Sub-Trust, as evidenced by an Opinion of Counsel addressed to the Trustee
obtained at the expense of the Majority Class I-C Certificateholder or EMC or
its designee, as applicable;
(2) During such 90-day liquidation period, and at or prior to
the time of making the final payment on the Certificates, the Securities
Administrator as agent of the Trustee shall sell all of the assets of REMIC I or
REMIC III, as applicable, for cash; and
(3) At the time of the making of the final payment on the
related Certificates, the Securities Administrator as agent for the Trustee
shall distribute or credit, or cause to be distributed or credited, to the
Holders of the related Residual Certificates all cash on hand (other than cash
retained to meet claims), and REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V,
as applicable, shall terminate at that time.
(b) By their acceptance of the related Certificates, the
Holders thereof hereby authorize the adoption of a 90-day liquidation period and
plan of liquidation for the related REMIC, which authorization shall be binding
upon all successor related Certificateholders.
(c) The Securities Administrator, as agent for each related
REMIC, hereby agrees to adopt and sign such a plan of complete liquidation upon
the written request of the Majority Class I-C Certificateholder or EMC or its
designee, as applicable, and the receipt of the Opinion of Counsel referred to
in Section 11.03(a)(1), and to take such other action in connection therewith as
may be reasonably requested by the Majority Class I-C Certificateholder or EMC
or its designee, as applicable.
MISCELLANEOUS PROVISIONS
Section 12.01 Amendment.
This Agreement may be amended from time to time by parties hereto
without the consent of any of the Certificateholders to cure any ambiguity, to
correct or supplement any provisions herein (including to give effect to the
expectations of investors), to change the manner in which the Distribution
Account maintained by the Securities Administrator or the Protected Account
maintained by the Company is maintained or to make such other provisions with
respect to matters or questions arising under this Agreement as shall not be
inconsistent with any other provisions herein if such action shall not, as
evidenced by an Opinion of Counsel addressed to the Trustee, adversely affect in
any material respect the interests of any Certificateholder; provided that any
such amendment shall be deemed not to adversely affect in any material respect
the interests of the Certificateholders and no such Opinion of Counsel shall be
required if the Person requesting such amendment obtains a letter from each
Rating Agency stating that such amendment would not result in the downgrading or
withdrawal of the respective ratings then assigned to the Certificates
(determined without regard to the Policy).
Notwithstanding the foregoing, without the consent of the
Certificateholders, the parties hereto may at any time and from time to time
amend this Agreement to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or appropriate to maintain the qualification
of each of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as a REMIC under
the Code or to avoid or minimize the risk of the imposition of any tax on any of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V pursuant to the Code that
would be a claim against any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC
V at any time prior to the final redemption of the Certificates, provided that
the Trustee have been provided an Opinion of Counsel addressed to the Trustee,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee, the Securities Administrator or
the Trust Fund, to the effect that such action is necessary or appropriate to
maintain such qualification or to avoid or minimize the risk of the imposition
of such a tax.
This Agreement may also be amended from time to time by the parties
hereto and the Holders of each Class of Certificates affected thereby evidencing
over 50% of the Voting Rights of such Class or Classes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii) cause
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to cease to qualify as
a REMIC or (iii) reduce the aforesaid percentages of Certificates of each Class
the Holders of which are required to consent to any such amendment without the
consent of the Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel addressed to the Trustee, which opinion shall be
an expense of the party requesting such amendment but in any case shall not be
an expense of the Trustee or the Securities Administrator, to the effect that
such amendment will not (other than an amendment pursuant to clause (ii) of, and
in accordance with, the preceding paragraph) cause the imposition of any tax on
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or the Certificateholders or
cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to cease to qualify as a
REMIC at any time that any Certificates are outstanding. Further, nothing in
this Agreement shall require the Trustee to enter into an amendment without
receiving an Opinion of Counsel, satisfactory to the Trustee (i) that such
amendment is permitted and is not prohibited by this Agreement and (ii) that all
requirements for amending this Agreement (including any consent of the
applicable Certificateholders) have been complied with.
Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder and
each Rating Agency.
It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Section 12.02 Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording
office or elsewhere. The Master Servicer shall effect such recordation at the
Trust's expense upon the request in writing of a Certificateholder, but only if
such direction is accompanied by an Opinion of Counsel (provided at the expense
of the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 12.03 Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
Section 12.04 Intention of Parties.
It is the express intent of the parties hereto that the conveyance of
the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the
Sponsor to the Depositor, and by the Depositor to the Trustee be, and be
construed as, an absolute sale thereof to the Depositor or the Trustee, as
applicable. It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof by the Sponsor to the Depositor, or by the
Depositor to the Trustee. However, in the event that, notwithstanding the intent
of the parties, such assets are held to be the property of the Sponsor or the
Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase
Agreement or this Agreement is held or deemed to create a security interest in
such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement
shall each be deemed to be a security agreement within the meaning of the
Uniform Commercial Code of the State of New York and (ii) the conveyance
provided for in the Mortgage Loan Purchase Agreement from the Sponsor to the
Depositor, and the conveyance provided for in this Agreement from the Depositor
to the Trustee, shall be deemed to be an assignment and a grant by the Sponsor
or the Depositor, as applicable, for the benefit of the Certificateholders, of a
security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.
The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and shall be
maintained as such throughout the term of the Agreement.
Section 12.05 Notices.
(a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:
(i) Any material change or amendment to this
Agreement;
(ii) The occurrence of any Event of Default that has
not been cured;
(iii) The resignation or termination of the Master
Servicer, the Securities Administrator or the Trustee and the
appointment of any successor;
(iv) With respect to each Loan Group, the repurchase
or substitution of related Mortgage Loans pursuant to Sections 2.02,
2.03, 4.20 and 11.01; and
(v) With respect to each Loan Group, the final
payment to Certificateholders.
(b) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when delivered at or mailed
by registered mail, return receipt requested, postage prepaid, or by recognized
overnight courier, or by facsimile transmission to a number provided by the
appropriate party if receipt of such transmission is confirmed to (i) in the
case of the Depositor, Bear Stearns Asset Backed Securities I LLC, 383 Madison
Avenue, New York, New York 10179, Attention: Chief Counsel; (ii) in the case of
the Sponsor or the Company, EMC Mortgage Corporation, 909 Hidden Ridge Drive,
Irving, Texas 75038, Attention: Ralene Ruyle or such other address as may be
hereafter furnished to the other parties hereto by the Master Servicer in
writing; (iii) in the case of the Trustee, at each Corporate Trust Office or
such other address as the Trustee may hereafter furnish to the other parties
hereto; (iv) in the case of the Master Servicer or the Securities Administrator,
P. O. Box 98, Columbia, Maryland 21046 (or, for overnight deliveries, 9062 Old
Annapolis Road, Columbia, Maryland 21045), Attention: BSABS I 2006-AC2 or such
other address as may be hereafter furnished to the other parties hereto by the
Securities Administrator in writing, (v) in the case of the Rating Agencies, (x)
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Home Equity Monitoring and (y) Standard & Poor's, 55 Water Street,
41st Floor, New York, New York 10041, Attention: Mortgage Surveillance Group.
Any notice delivered to the Sponsor, the Master Servicer, the Securities
Administrator or the Trustee under this Agreement shall be effective only upon
receipt. Any notice required or permitted to be mailed to a Certificateholder,
unless otherwise provided herein, shall be given by first-class mail, postage
prepaid, at the address of such Certificateholder as shown in the Certificate
Register; any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 12.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 12.07 Assignment.
Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 8.07, this Agreement may not be assigned by the
Master Servicer, the Sponsor or the Depositor.
Section 12.08 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee or the Securities
Administrator, as appropriate, a written notice of an Event of Default and of
the continuance thereof, as hereinbefore provided, the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates
shall also have made written request to the Trustee or the Securities
Administrator, as appropriate to institute such action, suit or proceeding in
its own name as Trustee or the Securities Administrator, as appropriate,
hereunder and shall have offered to the Trustee or the Securities Administrator,
as appropriate, such reasonable indemnity as it may require against the costs,
expenses, and liabilities to be incurred therein or thereby, and the Trustee or
the Securities Administrator, as appropriate, for 60 days after its receipt of
such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 12.08, each and every Certificateholder, the
Trustee or the Securities Administrator shall be entitled to such relief as can
be given either at law or in equity.
Section 12.09 Inspection and Audit Rights.
The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor or the Trustee during the Master
Servicer's normal business hours, to examine all the books of account, records,
reports and other papers of the Master Servicer relating to the Mortgage Loans,
to make copies and extracts therefrom, to cause such books to be audited by
independent certified public accountants selected by the Depositor or the
Trustee and to discuss its affairs, finances and accounts relating to such
Mortgage Loans with its officers, employees and independent public accountants
(and by this provision the Master Servicer hereby authorizes such accountants to
discuss with such representative such affairs, finances and accounts), all at
such reasonable times and as often as may be reasonably requested. Any
out-of-pocket expense incident to the exercise by the Depositor or the Trustee
of any right under this Section 12.09 shall be borne by the party requesting
such inspection, subject to such party's right to reimbursement hereunder (in
the case of the Trustee, pursuant to Section 10.05 hereof).
Section 12.10 Certificates Nonassessable and Fully Paid.
It is the intention of the Depositor that Certificateholders shall not
be personally liable for obligations of the Trust Fund, that the interests in
the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.
* * *
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Sponsor,
the Company, the Securities Administrator and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
BEAR STEARNS ASSET BACKED
SECURITIES I LLC,
as Depositor
By: /s/ Joseph Jurkowski
--------------------------------
Name: Joseph Jurkowski
Title: Vice President
EMC MORTGAGE CORPORATION,
as Sponsor and Company
By: /s/ Dana Dillard
--------------------------------
Name: Dana Dillard
Title: Senior Vice President
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
and Master Servicer
By: /s/ Stacey Taylor
--------------------------------
Name: Stacey Taylor
Title: Senior Vice President
U.S. BANK
NATIONAL
ASSOCIATION,
as
Trustee
By: /s/ Karen Beard
--------------------------------
Name: Karen Beard
Title: Vice President
COUNTY OF NEW )
YORK ) ss.:
)
On this 28th day of February, 2006, before me, a notary public
in and for said State, appeared ____________________, personally known to me on
the basis of satisfactory evidence to be an authorized representative of Bear
Stearns Asset Backed Securities I LLC, one of the companies that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such limited liability company and acknowledged to me that such
limited liability company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_______________________________
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF BALTIMORE )
On this 28th day of February, 2006, before me, a notary public
in and for said State, appeared ____________________, personally known to me on
the basis of satisfactory evidence to be an authorized representative of Wells
Fargo Bank, National Association that executed the within instrument, and also
known to me to be the person who executed it on behalf of such national banking
association, and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_______________________________
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On this 28th day of February, 2006, before me, a notary public
in and for said State, appeared ________________________, personally known to me
on the basis of satisfactory evidence to be an authorized representative of EMC
Mortgage Corporation, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_______________________________
Notary Public
[Notarial Seal]
STATE OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On this 28th day of February, 2006, before me, a notary public
in and for said State, appeared ______________________, personally known to me
on the basis of satisfactory evidence to be an authorized representative of U.S.
Bank National Association that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_______________________________
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS [_-[_]A-_][_-X-_][_-PO] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
[For Class I-A-1, Class I-A-2, Class II-1A-1, Class II-1A-2, Class II-1A-3, Class II-1A-4, Class II-1A-5, Class II-1A-6 Class II-PO, Class II-2A-1, Class II-2A-2, Class II-2A-3 and Class II-2A-4 Certificates] THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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Certificate No.1 |
[Adjustable][Fixed] Pass-Through Rate |
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Class [_-[_]A-_][_-X-_][_-PO] Senior |
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Date of Pooling and Servicing Agreement and Cut-off Date: |
Aggregate Initial Certificate [Principal Balance][Notional Amount] of this Certificate as of the Cut-off Date: $[_____________] |
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First Distribution Date: |
Initial [Certificate Principal][Notional] Balance of this Certificate as of the Cut-off Date: $[_____________] |
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Master Servicer: Wells Fargo Bank, National Association |
CUSIP: ___________ |
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Assumed Final Distribution Date: |
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ASSET-BACKED CERTIFICATE
SERIES 2006-AC2
evidencing a percentage interest in the distributions allocable to the Class [_-[_]A-_][_-X-_][_-PO] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
[For Class I-A-1, Class I-A-2, Class II-1A-1, Class II-1A-2, Class II-1A-3, Class II-1A-4, Class II-1A-5, Class II-1A-6 Class II-PO, Class II-2A-1, Class II-2A-2, Class II-2A-3 and Class II-2A-4 Certificates][Interest on this Certificate will accrue during the month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.][The Class II-X Certificates have no Certificate Principal Balance.]
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice. [The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable thereto.][The Initial Notional Amount of this Certificate is set forth above.]
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Certificate Insurers and the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Certificate Insurers and the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder(s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Group [I][II]-_ Sub-Trust created thereby (other than the obligations to make payments to related Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Group [I][II]-_ Mortgage Loan remaining in the Group [I][II]-_ Sub-Trust and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Group [I][II]-_ Mortgage Loan and (B) the remittance of all related funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Group [I][II]-_ Mortgage Loans and other [related] assets of the Group [I][II]-_ Sub-Trust in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the [earlier of (i) the first] Distribution Date on which the aggregate Stated Principal Balance of the Group [I][II]-_ Mortgage Loans is less than [or equal to 20%][the percentage] of the aggregate Stated Principal Balance [specified in the Agreement] of the Group [I][II]-_ Mortgage Loans as of the Cut-off Date [and (ii) the Distribution Date in February 2016]. The exercise of such right will effect the early retirement of the Group [I][II]-_ Certificates. In no event, however, will the Group I Sub-Trust created by the Agreement continue beyond the earlier of (i) the expiration of beyond the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the related Latest Possible Maturity Date.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.
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Dated: February 28, 2006 |
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CERTIFICATE OF AUTHENTICATION
This is one of the Class [_-[_]A-_][_-X-_][_-PO] Certificates referred to in the within-mentioned Agreement.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:
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DISTRIBUTION INSTRUCTIONS
This assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT A-2
FORM OF CLASS [_]-M-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN, THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“PLAN”), OR INVESTING WITH ASSETS OF A PLAN OR (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION EXEMPTION 90-30, AS AMENDED FROM TIME TO TIME (“EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN
"BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH, INC. OR MOODY'S INVESTORS SERVICE, INC., AND THE CERTIFICATE IS SO RATED OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST HEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT”, AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION ((PTCE() 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
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Certificate No.1 |
Variable Pass-Through Rate |
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CLASS [_]-M-[_] Subordinate |
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Date of Pooling and Servicing Agreement and Cut-off Date: |
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $________________ |
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First Distribution Date: |
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $________________ |
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Master Servicer: Wells Fargo Bank, National Association |
CUSIP: _______________ |
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ASSET-BACKED CERTIFICATE
SERIES 2006-AC2
evidencing a percentage interest in the distributions allocable to the Class [_]-M-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by
EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
Each beneficial owner of this Certificate or any interest herein shall be deemed to have represented, by virtue of its acquisition or holding of this certificate or interest herein, that
either (i) it is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended or section 4975 of the Internal Revenue Code of 1986, as amended (“Plan”), or investing with assets of a Plan or (ii) it has acquired and is holding such certificate in reliance on Prohibited Transaction Exemption 90-30, as amended from time to time (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Standard & Poor(s, Fitch, Inc. or Moody(s Investors Service, Inc., and the certificate is so rated or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest herein is an “insurance company general account”, as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Certificate Insurers and the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Certificate Insurers and Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder(s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Group I Sub-Trust created thereby (other than the obligations to make payments to related Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Group I Mortgage Loan remaining in the Group I Sub-Trust and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Group I Mortgage Loan and (B) the remittance of all related funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Group I Mortgage Loans and other related assets of the Group I Sub-Trust in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the earlier of (i) the first Distribution Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans is less than or equal to 20% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date and (ii) the Distribution Date in February 2016. The exercise of such right will effect the early retirement of the Group I Certificates. In no event, however, will the Group I Sub-Trust created by the Agreement continue beyond the earlier of (i) the expiration of beyond the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the related Latest Possible Maturity Date.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
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Dated: February 28, 2006 |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, | |||||||||||
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CERTIFICATE OF AUTHENTICATION
This is one of the CLASS [_]-M-[_] Certificates referred to in the within-mentioned Agreement.
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator | |||||||||||
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
DISTRIBUTION INSTRUCTIONS
This assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT A-3
FORM OF CLASS [_]-B-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [AND THE CLASS I-M-1, CLASS I-M-2 AND CLASS I-M-3 CERTIFICATES][AND THE CLASS _-B-_ CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
[For Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[For Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3] EACH BENEFICIAL OWNER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN, THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“PLAN”), OR INVESTING WITH ASSETS OF A PLAN OR (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION EXEMPTION 90-30, AS AMENDED FROM TIME TO
TIME (“EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH, INC. OR MOODY'S INVESTORS SERVICE, INC., AND THE CERTIFICATE IS SO RATED OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST HEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT”, AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION ((PTCE() 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
[For Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6][THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.]
[For Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6] [THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS AN OPINION SPECIFIED IN SECTION 7.08(a) OF THE AGREEMENT IS PROVIDED.]
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Certificate No.1 |
Adjustable Pass-Through Rate |
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CLASS [_]-B-[_] Subordinate |
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Date of Pooling and Servicing Agreement and Cut-off Date: |
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $________________ |
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First Distribution Date: |
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $________________ |
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Master Servicer: Wells Fargo Bank, National Association |
CUSIP: _______________ |
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Assumed Final Distribution Date: |
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ASSET-BACKED CERTIFICATE
SERIES 2006-AC2
evidencing a percentage interest in the distributions allocable to the Class [_]-B-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that ________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by
EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
[For the Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates] [Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.]
[For the Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Certificates] [Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.]
[For the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates] [Interest on this Certificate will accrue during the month prior to the month in
which a Distribution Date (as hereinafter defined) occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a (Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.]
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.
[For the Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates] [No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit E and either F or G, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Securities Administrator or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Depositor, the Seller and the Master Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.]
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
[For Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates] [Each beneficial owner of this Certificate or any interest herein shall be deemed to have represented, by virtue of its acquisition or holding of this certificate or interest herein, that either (i) it is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended or section 4975 of the Internal Revenue Code of 1986, as amended (“Plan”), or investing with assets of a Plan or (ii) it has acquired and is holding such certificate in reliance on Prohibited Transaction Exemption 90-30, as amended from time to time (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Standard & Poor(s, Fitch, Inc. or Moody(s Investors Service, Inc., and the certificate is so rated or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest herein is an “insurance company general account”, as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.]
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Certificate Insurers and the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Certificate Insurers and the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder(s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
[For the Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates: This Certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, unless the transferee certifies or represents that the proposed transfer and holding of a Certificate and the servicing, management and operation of the trust and its assets: (i) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (ii) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer or the Trustee, which will be deemed represented by an owner of a Book-Entry Certificate or a Global Certificate or unless an opinion specified in section 7.02 of the Agreement is provided. This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.]
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Group II-[_] Sub-Trust created thereby (other than the obligations to make payments to related Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Group II-[_] Mortgage Loan remaining in the Group II-[_] Sub-Trust and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Group I Mortgage Loan and (B) the remittance of all related funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Group I Mortgage Loans and other related assets of the Group II-[_] Sub-Trust in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the [earlier of (i) the first] Distribution Date on which the aggregate Stated Principal Balance [specified in the Agreement] of the Group II-[_] Mortgage Loans is less than [or equal to 20%][the percentage] of the
aggregate Stated Principal Balance of the Group II-[_] Mortgage Loans [as of][at] the Cut-off Date [and (ii) the Distribution Date in February 2016]. The exercise of such right will effect the early retirement of the Group II-[_] Certificates. In no event, however, will the Group II-[_] Sub-Trust created by the Agreement continue beyond the earlier of (i) the expiration of beyond the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the related Latest Possible Maturity Date.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.
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Dated: February 28, 2006 |
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CERTIFICATE OF AUTHENTICATION
This is one of the Class [_]-B-[_] Certificates referred to in the within-mentioned Agreement.
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator | ||||||||
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:
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DISTRIBUTION INSTRUCTIONS
This assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT A-4
FORM OF CLASS I-C CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE TRUSTEE AND THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" UNDER ERISA OR THE CODE, WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
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Certificate No. 1 |
Percentage Interest: 100% |
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Class I-C |
Variable Pass-Through Rate |
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Date of Pooling and Servicing Agreement |
Aggregate Certificate Notional Amount of this Certificate as of the Cut-off Date: $____________ |
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First Distribution Date: |
Initial Certificate Notional Amount of this Certificate as of the Cut-off Date: $____________
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Master Servicer: Wells Fargo Bank, National Association |
CUSIP: _______________ |
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Assumed Final Distribution Date: |
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ASSET-BACKED CERTIFICATE
SERIES 2006-AC2
evidencing a percentage interest in the distributions allocable to the Class I-C Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage
Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Securities Administrator or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer
and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Depositor, the Seller and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Class I-C Certificate will be made unless the Trustee shall have received either (i) the opinion of counsel set forth in section 7.02(b) of the Pooling Agreement or (ii) a representation letter, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with “plan assets” of any Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Insurer and the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Insurer and the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Trustee upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the related Mortgage Loans and other related assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the earlier of (i) the first Distribution Date on which the aggregate Stated Principal Balance of the related Mortgage Loans is less than or equal to 20% of the aggregate Stated Principal Balance of the related Mortgage Loans as of the Cut-off Date and (ii) the Distribution Date in February 2016. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
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Dated: February 28, 2006 |
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WELLS FARGO BANK, NATIONAL | |||||||||||
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CERTIFICATE OF AUTHENTICATION
This is one of the Class I-C Certificates referred to in the within-mentioned Agreement.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:
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DISTRIBUTION INSTRUCTIONS
This assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT A-5
FORM OF CLASS I-P CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE TRUSTEE, DEPOSITOR, MASTER SERVICER AND SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE.
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Certificate No.1 |
Percentage Interest: 100% |
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Class I-P |
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Date of Pooling and Servicing Agreement and Cut-off Date: |
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $100.00 |
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First Distribution Date: |
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $100.00 |
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Master Servicer: Wells Fargo Bank, National Association |
CUSIP: _________________ |
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ASSET-BACKED CERTIFICATE
SERIES 2006-AC2
evidencing a percentage interest in the distributions allocable to the Class [_]-P Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans
were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder(s prospective transferee, substantially in the forms attached to the Agreement as Exhibit E and either F or G, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Securities Administrator or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder(s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Depositor, the Seller and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
This certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, unless the proposed transferee provides the Trustee with an opinion of counsel addressed to the Trustee, Master Servicer and the Securities Administrator and on which they may rely (which shall not be at the expense of the Trustee, Master Servicer or the Securities Administrator) which is acceptable to the Trustee, that the purchase of this Certificate will not result in or constitute a nonexempt prohibited transaction, is permissible under applicable law and will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Certificates Insurers and the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Certificates Insurers and the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Trustee upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder(s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than the percentage of the aggregate Stated Principal Balance specified in the Agreement of the Mortgage Loans at the Cut-off Date. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
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Dated: February 28, 2006 |
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WELLS FARGO BANK, NATIONAL | |||||||||||
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Authorized Signatory | |||||
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-P Certificates referred to in the within-mentioned Agreement.
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WELLS FARGO BANK, NATIONAL | |||||||||||
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Authorized Signatory | |||||
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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Signature Guaranteed |
DISTRIBUTION INSTRUCTIONS
This assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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to |
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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EXHIBIT A-6
FORM OF CLASS [_]-R-[_] CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE TRUSTEE, DEPOSITOR, MASTER SERVICER AND SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS( COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D)
RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
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Certificate No.1 |
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CLASS [_]-R-[_] |
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Percentage Interest: 100% |
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Date of Pooling and Servicing Agreement and Cut-off Date: |
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First Distribution Date: |
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Master Servicer: Wells Fargo Bank, National Association |
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CUSIP: [____________] |
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Assumed Final Distribution Date: |
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ASSET-BACKED CERTIFICATE
SERIES 2006-AC2
evidencing a percentage interest in the distributions allocable to the CLASS [_]-R-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that __________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act
as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice.
This certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, unless the proposed transferee provides the Trustee with an opinion of counsel addressed to the Trustee, Master Servicer and the Securities Administrator and on which they may rely (which shall not be at the expense of the Trustee, Master Servicer or the Securities Administrator) which is acceptable to the Trustee, that the purchase of this Certificate will not result in or constitute a nonexempt prohibited transaction, is permissible under applicable law and will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Certificate Insurers and the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Certificate Insurers and the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder(s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Group I Sub-Trust created thereby (other than the obligations to make payments to related Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Group I Mortgage Loan remaining in the Group I Sub-Trust and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Group I Mortgage Loan and (B) the remittance of all related funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Group I Mortgage Loans and other related assets of the Group I Sub-Trust in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the earlier of (i) the first Distribution Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans is less than or equal to 20% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date and (ii) the Distribution Date in February 2016. The exercise of such right will effect the early retirement of the Group I Certificates. In no event, however, will the Group I Sub-Trust created by the Agreement continue beyond the earlier of (i) the expiration of beyond the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the related Latest Possible Maturity Date.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
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Dated: February 28, 2006 |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, | |||||||||||
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By: |
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Authorized Signatory | |||||
CERTIFICATE OF AUTHENTICATION
This is one of the CLASS [_]-R-[_] Certificates referred to in the within-mentioned Agreement.
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WELLS FARGO BANK, NATIONAL | |||||||||||
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By: |
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Authorized Signatory | |||||
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
This assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT A-7
FORM OF CLASS II-1R-[_] CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE TRUSTEE, DEPOSITOR, MASTER SERVICER AND SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS( COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D)
RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
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Certificate No.1 |
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CLASS II-1R-[_] |
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Date of Pooling and Servicing Agreement and Cut-off Date: |
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Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $50.00
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First Distribution Date: |
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Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $50.00 |
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Master Servicer: Wells Fargo Bank, National Association |
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CUSIP: [____________] |
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Assumed Final Distribution Date: |
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ASSET-BACKED CERTIFICATE
SERIES 2006-AC2
evidencing a percentage interest in the distributions allocable to the CLASS II-1R-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that __________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of principal required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice.
The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.
This certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, unless the proposed transferee provides the Trustee with an opinion of counsel addressed to the Trustee, Master Servicer and the Securities Administrator and on which they may rely (which shall not be at the expense of the Trustee, Master Servicer or the Securities Administrator) which is acceptable to the Trustee, that the purchase of this Certificate will not result in or constitute a nonexempt prohibited transaction, is permissible under applicable law and will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Certificate Insurers and the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Certificate Insurers and the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder(s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Group II-1 Sub-Trust created thereby (other than the obligations to make payments to related Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Group II-1 Mortgage Loan remaining in the Group II-1 Sub-Trust and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Group II-1 Mortgage Loan and (B) the remittance of all related funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Group II-1 Mortgage Loans and other assets of the Group II-1 Sub-Trust in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the Distribution Date on which the aggregate Stated Principal Balance of the Group II-1 Mortgage Loans is less than the percentage of the aggregate Stated Principal Balance specified in the Agreement of the Group II-1 Mortgage Loans at the Cut-off Date. The exercise of such right will effect the early retirement of the Group II-1 Certificates. In no event, however, will the Group II-1 Sub-Trust created by the Agreement continue beyond the earlier of (i) the expiration of beyond the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the related Latest Possible Maturity Date.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
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Dated: February 28, 2006 |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, | |||||||||||
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Authorized Signatory | |||||
CERTIFICATE OF AUTHENTICATION
This is one of the CLASS II-1R-[_] Certificates referred to in the within-mentioned Agreement.
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WELLS FARGO BANK, NATIONAL | |||||||||||
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Authorized Signatory | |||||
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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Signature Guaranteed |
DISTRIBUTION INSTRUCTIONS
This assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT B
MORTGAGE LOAN SCHEDULE
CITY1 STATE ZIP_CODE PROPTYPE
----------------------------------------------------------------------------------------------
SHREWSBURY MA 1545 Single Family
UPLAND CA 91784 Single Family
WRIGHTWOOD CA 92397 Single Family
RALEIGH NC 27610 PUD
MAGALIA CA 95954 PUD
Lilburn GA 30047 Single Family
EVANS CO 80620 PUD
FRESNO CA 93726 Single Family
HILLSBORO OR 97124 Single Family
IRVING TX 75061 Single Family
NORTH LAS VEGAS NV 89031 PUD
Spring Hill FL 34606 Single Family
NORTH PORT FL 34287 2-4 Family
Union City GA 30291 PUD
NAMPA ID 83686 2-4 Family
PATERSON NJ 7502 2-4 Family
WOODSTOCK NH 3293 2-4 Family
Midlothian TX 76065 Single Family
Suprise AZ 85374 PUD
Phoenix AZ 85029 Single Family
Las Vegas NV 89134 PUD
TOMBALL TX 77375 PUD
Lahaina HI 96761 Single Family
CYPRESS TX 77433 PUD
Rowland Heights CA 91748 Single Family
Tucson AZ 85719 Single Family
Scottsdale AZ 85258 PUD
Gaithersburg MD 20877 Single Family
Area of Duarte CA 91010 Single Family
Hutchinson MN 55350 Single Family
Sanger TX 76266 Single Family
Trenton NJ 8611 Townhouse
Los Angeles CA 90042 Single Family
Riverdale GA 30274 PUD
Henrietta TX 76365 Single Family
Round Rock TX 78664 PUD
TULARE CA 93274 Single Family
LOUISVILLE KY 40245 Single Family
SANTA ANA CA 92704 Condominium
jonesboro GA 30236 Single Family
Mitchellville MD 20721 PUD
Chaska MN 55318 Single Family
Fairfield TX 75840 Single Family
Tucson AZ 85745 Single Family
Willow Spring NC 27592 Single Family
Cypress TX 77433 PUD
PEORIA AZ 85383 PUD
Dallas TX 75209 Single Family
McDOnough GA 30252 PUD
ROCKMART GA 30153 Single Family
LOS ANGELES CA 90059 Single Family
FRIDLEY MN 55432 Single Family
Hammond IN 46320 Single Family
Cincinnati OH 45225 2-4 Family
LAS VEGAS NV 89148 Single Family
Colorado Springs CO 80906 Single Family
Burns Township MN 55330 Single Family
CHARLOTTE NC 28262 PUD
MCDONOUGH GA 30253 Single Family
RYDAL GA 30171 Single Family
RIVERDALE GA 30296 PUD
MCDONOUGH GA 30253 PUD
Westlake Village CA 91361 PUD
Berkley MA 2779 Single Family
San Antonio TX 78258 PUD
San Leandro CA 94577 Single Family
Norfolk VA 23513 PUD
Rising Sun MD 21911 Single Family
Modesto CA 95355 Single Family
Baltimore MD 21239 2-4 Family
Baton Rouge LA 70806 2-4 Family
Valley Village Area CA 91607 Single Family
Tallahassee FL 32303 Single Family
HUNTSVILLE AL 35816 2-4 Family
Hahira GA 31632 Single Family
Dallas TX 75214 Single Family
Bloomfield MI 48301 Single Family
Elizabeth NJ 7202 Single Family
Colorado Springs CO 80921 Single Family
Huntington Beach CA 92648 PUD
Rockland MA 2370 Single Family
Gilbert AZ 85296 PUD
RIALTO CA 92376 2-4 Family
San Antonio TX 78252 Single Family
KISSIMMEE FL 34747 PUD
SACRAMENTO CA 95829 Single Family
Georgetown MA 1833 Condominium
TROY MI 48098 PUD
WESTFIELD IN 46074 PUD
LAKE ELSINORE CA 92532 PUD
KISSIMMEE FL 34747 Condominium
ORLANDO FL 32833 Single Family
Surprise AZ 85379 PUD
Greensburg PA 15601 Single Family
Mcdonough GA 30253 Single Family
PALM DESERT CA 92211 Single Family
CHULA VISTA CA 91913 PUD
Glendale AZ 85301 PUD
Temple TX 76504 Single Family
College Station TX 77840 Single Family
MISSOURI CITY TX 77459 PUD
OCEAN CITY MD 21842 Condominium
Tomball TX 77375 Single Family
Valdosta GA 31602 Single Family
Arlington TX 76016 Single Family
Van Nuys CA 91401 Single Family
DOUGLASVILLE GA 30135 PUD
Hinesville GA 31313 Single Family
CONYERS GA 30013 Single Family
CHARLOTTE NC 28209 Single Family
Peroia AZ 85381 Single Family
Los Lunas NM 87031 Single Family
Charlotte NC 28214 Single Family
WASHINGTON DC 20011 2-4 Family
Riverdale GA 30296 PUD
LOMITA CA 90717 Single Family
CARTERSVILLE GA 30121 Single Family
Grand Junction CO 81503 Single Family
Scottdale PA 15683 Single Family
Valdosta GA 31602 Single Family
Queen Creek AZ 85242 PUD
Gilbert AZ 85296 PUD
SOMERTON AZ 85350 Single Family
Dundalk MD 21222 2-4 Family
Clinton LA 70722 Single Family
Glen Burnie MD 21060 Single Family
Coral Springs FL 33067 Single Family
COVINGTON GA 30014 Single Family
HUXLEY IA 50124 Townhouse
CHESAPEAKE VA 23324 2-4 Family
Center Point IA 52213 Single Family
Waldorf MD 20601 PUD
Upper Marlboro MD 20774 PUD
DECATUR GA 30032 2-4 Family
AUSTELL GA 30168 Single Family
Cape Charles VA 23310 Single Family
Charlotte NC 28213 Single Family
Tulare CA 93274 Single Family
Madison MS 39110 Single Family
Ocoee FL 34761 Single Family
Kendall Park NJ 8824 Single Family
Bryan TX 77802 Single Family
West Valley City UT 84120 PUD
Tavares FL 32778 Single Family
Panama City Beach FL 32413 PUD
PIQUA OH 45356 Single Family
San Jose CA 95133 Single Family
SHOREHAM NY 11786 Single Family
Kingston OH 45644 Single Family
Miami FL 33175 Single Family
Olathe KS 66062 Single Family
BUCKEYE AZ 85326 PUD
Fort Myers FL 33907 Single Family
Cape Coral FL 33991 Single Family
BRIDGEWATER CT 6752 Single Family
TAMPA FL 33604 Single Family
BAKERSFIELD CA 93313 Single Family
Cape Coral FL 33914 Condominium
San Marcos TX 78666 2-4 Family
CIBOLO TX 78108 PUD
De Soto TX 75115 PUD
POWAY CA 92064 Single Family
BOUND BROOK NJ 8805 2-4 Family
Clearwater FL 33765 PUD
PHOENIXVILLE PA 19460 PUD
Frisco TX 75034 PUD
FREDERICKSBURG VA 22405 Single Family
New Albany MS 38652 Single Family
CINCINNATI OH 45238 2-4 Family
SPOTSYLVANIA VA 22553 Single Family
POTTSTOWN PA 19465 Single Family
CONROE TX 77385 PUD
PHOENIXVILLE PA 19460 PUD
BELLEVUE WA 98006 PUD
UNION BRIDGE MD 21791 Single Family
Baltimore MD 21205 Townhouse
RIO RANCHO NM 87144 PUD
NEW OXFORD PA 17350 Single Family
FREDERICKSBURG VA 22405 PUD
Roosevelt NY 11575 Single Family
Orem UT 84097 Single Family
Anamosa IA 52205 Single Family
BALDWIN PARK CA 91706 Condominium
NOVI MI 48377 Condominium
North Webster IN 46555 2-4 Family
LORTON VA 22079 PUD
BOISE ID 83709 Single Family
CARTERSVILLE GA 30121 Single Family
ELKHART IN 46514 Single Family
Wyandotte MI 48192 2-4 Family
SHAKER HEIGHTS OH 44122 Single Family
HATTIESBURG MS 39401 2-4 Family
AUSTELL GA 30168 Single Family
Long Beach CA 90802 CO-OP
College Park GA 30349 Single Family
Baltimore MD 21201 Single Family
VILLA RICA GA 30180 PUD
Sugar Land TX 77478 Single Family
East Orange NJ 7017 Single Family
OKLAHOMA CITY OK 73170 PUD
ROCKMART GA 30153 Single Family
CIBOLO TX 78108 PUD
MONROE GA 30655 Single Family
WOODBURN OR 97071 Single Family
ROCKVILLE MD 20853 Single Family
Sterling VA 20164 Condominium
ELLICOTT CITY MD 21043 Single Family
Centreville VA 20121 PUD
Aurora CO 80013 PUD
HAMILTON OH 45011 Single Family
MEDFORD MA 2155 Single Family
DUNDALK MD 21222 Single Family
MILWAUKEE WI 53225 2-4 Family
SCOTTSDALE AZ 85254 Single Family
SUMTER SC 29150 Single Family
GERMANTOWN MD 20874 PUD
SILVER SPRING MD 20902 Single Family
HOUSTON TX 77073 PUD
CAPE CORAL FL 33909 Single Family
ANTHEM AZ 85086 PUD
Newark OH 43055 Single Family
Meridian ID 83642 2-4 Family
Havelock NC 28532 Single Family
Port Saint Lucie FL 34984 Single Family
Denver CO 80219 Single Family
REDMOND OR 97756 PUD
ST. JAMES NY 11780 Single Family
ALEXANDRIA VA 22312 Single Family
Gilbert AZ 85233 PUD
KANSAS CITY MO 64119 Single Family
GARDEN CITY PARK NY 11040 Single Family
NORFOLK VA 23504 Single Family
OCEAN VIEW DE 19970 PUD
Salem MA 1970 Condominium
Spokane Valley WA 99206 2-4 Family
Tallahassee FL 32303 PUD
Miami FL 33177 Condominium
Scottsdale AZ 85259 Single Family
EAST WILLISTON NY 11596 Single Family
BAKERSFIELD CA 93304 Single Family
FOUNTAIN CO 80817 Single Family
KALAMAZOO MI 49048 Single Family
STOCKTON NJ 8559 Single Family
Milford ME 4461 Single Family
SEVERNA PARK MD 21146 Single Family
FREDERICK MD 21704 PUD
TUCSON AZ 85741 Single Family
Beltsville MD 20705 PUD
Long Beach CA 90803 Single Family
Gloucester City NJ 8030 2-4 Family
Oakland CA 94608 Single Family
BAKERSFIELD CA 93311 Single Family
DECATUR GA 30034 Single Family
LITITZ PA 17543 Single Family
LACEY WA 98503 Single Family
TAVERNIER FL 33070 Condominium
BALTIMORE MD 21229 Single Family
Woodbridge VA 22193 Single Family
OLIVEHURST CA 95961 2-4 Family
FRESNO CA 93722 Single Family
Saint Ann MO 63074 Single Family
PHOENIX AZ 85050 PUD
FREDERICK MD 21702 PUD
Tarzana CA 91356 Single Family
Surprise AZ 85379 Single Family
DECATUR GA 30032 Single Family
LAUDERHILL FL 33319 Hi-Rise Condo
DEERFIELD OH 44411 Single Family
Gilbert AZ 85233 PUD
GAMBRILLS MD 21054 PUD
Imperial Beach CA 91932 2-4 Family
FATE TX 75087 Single Family
Lees Summit MO 64086 2-4 Family
OLYMPIA WA 98501 Single Family
FORT WORTH TX 76179 PUD
Katy TX 77449 PUD
MYRTLE BEACH SC 29588 PUD
GAITHERSBURG MD 20878 Condominium
Fairfax Station VA 22039 Single Family
Huntington Beach CA 92646 Single Family
SAN JOSE CA 95123 Single Family
LAS VEGAS NV 89148 PUD
LANHAM MD 20706 Single Family
DAVIDSONVILLE MD 21035 Single Family
SNOHOMISH WA 98290 Single Family
FREDERICK MD 21703 PUD
BOSTON MA 2126 2-4 Family
Pensacola FL 32506 Single Family
MONROE NY 10950 2-4 Family
Goodyear AZ 85338 PUD
SANTA ANA CA 92706 Single Family
LOUISVILLE KY 40205 Condominium
DELMAR MD 21875 Single Family
Punta Gorda FL 33950 Single Family
CROSBY TX 77532 PUD
LEAGUE CITY TX 77573 Condominium
PAINESVILLE OH 44077 Single Family
BELL GARDENS CA 90201 Single Family
COLEMAN MI 48618 Single Family
DOVER NJ 7801 Single Family
HARVEST AL 35749 Single Family
Boyertown PA 19512 Single Family
Hampshire IL 60140 Single Family
FORT WORTH TX 76116 Single Family
Batesville IN 47006 Single Family
TULARE CA 93274 Single Family
GALLATIN GATEWAY MT 59730 2-4 Family
FOUNTAIN HILLS AZ 85268 Single Family
FREDERICK MD 21702 PUD
ORLANDO FL 32825 PUD
ATLANTA GA 30315 Single Family
ROSEBURG OR 97470 Single Family
SAN ANTONIO TX 78245 PUD
SCOTTSDALE AZ 85255 PUD
BARTLETT IL 60103 Single Family
Clovis CA 93612 Single Family
LEXINGTON KY 40511 Single Family
San Bernardino CA 92404 Single Family
Montgomery Village MD 20886 PUD
SAN ANTONIO TX 78242 Single Family
Shady Side MD 20764 Single Family
Lancaster OH 43130 Single Family
riverside CA 92507 Condominium
Idledale CO 80453 Single Family
Mckinney TX 75070 PUD
Lexington KY 40505 Single Family
Sacramento CA 95853 Single Family
GULF SHORES AL 36542 Hi-Rise Condo
Littleton CO 80127 Single Family
Kissimmee FL 34741 Single Family
GREENSBORO NC 27405 PUD
OKLAHOMA CITY OK 73135 Single Family
Quincy IL 62301 Single Family
Whitesboro TX 76273 Single Family
Saint Louis MO 63104 2-4 Family
Spring TX 77379 PUD
Beetown WI 53802 Single Family
Elizabethtown KY 42701 Single Family
Manchester NH 3103 Single Family
Gore VA 22637 Single Family
Yorktown VA 23690 Single Family
Orlando FL 32826 PUD
Newport News VA 23602 Single Family
RICHMOND VA 20170 Single Family
Jasper MO 64755 Single Family
PALMDALE CA 93552 PUD
LAKE ELSINORE CA 92532 PUD
SAHUARITA AZ 85629 PUD
LINCOLN CA 95648 PUD
Queen Creek AZ 85242 PUD
Destin FL 32541 Single Family
Woodstock GA 30188 PUD
Salem VA 24153 Townhouse
Miramar FL 33023 Single Family
Hialeah FL 33016 Condominium
Miami FL 33169 Single Family
SPRING TX 77388 PUD
BUCKEYE AZ 85326 PUD
Baltimore MD 21224 Single Family
Cano Park Area CA 91303 Single Family
MUNDELEIN IL 60060 Single Family
HENDERSON NV 89044 PUD
WAXAHACHIE TX 75165 Single Family
Flint MI 48503 2-4 Family
SUNNYVALE CA 94087 Single Family
CAMINO CA 95709 Single Family
Santa Ana CA 92704 Single Family
Annapolis MD 21403 Townhouse
Annapolis MD 21403 Townhouse
Annapolis MD 21401 Single Family
WINSTON SALEM NC 27105 Single Family
ABINGDON MD 21009 Single Family
Vienna VA 22180 Single Family
PRESTON MD 21655 PUD
Nashua NH 3062 Single Family
Gilbertsville PA 19525 Single Family
FATE TX 75132 Single Family
Gulfport MS 39503 Single Family
FORNEY TX 75126 PUD
RAMONA CA 92065 Single Family
Wylie TX 75098 PUD
Nashville TN 37216 Single Family
Queen Creek AZ 85242 PUD
Buckeye AZ 85326 Single Family
Glendale AZ 85302 PUD
Tucson AZ 85730 PUD
Avondale AZ 85323 PUD
Strasburg PA 17361 PUD
SAVANNAH GA 31401 Single Family
LOUISVILLE KY 40210 Single Family
LOUISVILLE KY 40210 Single Family
NEWNAN GA 30265 PUD
Rochester MN 55901 Single Family
Rockwall TX 75032 PUD
Avondale AZ 85323 Single Family
Queen Creek AZ 85242 PUD
Avondale AZ 85323 Single Family
Avondale AZ 85323 Single Family
Dallas TX 75204 PUD
Phoenix AZ 85040 PUD
Herndon VA 20170 PUD
Rio Rancho NM 87124 Single Family
Fairburn GA 30213 Single Family
Shaver Lake CA 93664 PUD
Phoenix AZ 85051 PUD
Palm Springs CA 92264 Single Family
Grayson GA 30017 Single Family
Lancaster TX 75134 Single Family
Upper Marlboro MD 20774 PUD
ESCONDIDO CA 92027 Single Family
ALGONQUIN IL 60102 PUD
Eagle Mountain UT 84043 Condominium
Schertz TX 78154 PUD
Maricopa AZ 85239 PUD
LOMA LINDA CA 92354 PUD
CAMBRIDGE MD 21613 PUD
Beltsville MD 20705 Single Family
Las Vegas NV 89106 Single Family
Peabody MA 1960 2-4 Family
ANNAPOLIS MD 21403 Single Family
N LAUDERDALE FL 33068 Single Family
Bakersfield CA 93306 Single Family
Avondale AZ 85323 PUD
Piscataway NJ 8854 Single Family
Hiram GA 30141 Single Family
Enfield CT 6082 2-4 Family
Atlanta GA 30308 Condominium
Dallas TX 75209 Single Family
MIDDLETOWN OH 45042 Single Family
DESOTO TX 75115 Single Family
FORT MILL SC 29715 PUD
Lawrenceville GA 30044 PUD
LAS VEGAS NV 89120 PUD
MORENO VALLEY CA 92553 Single Family
District Heights MD 20747 PUD
Gilbert AZ 85296 Single Family
TALLAHASSEE FL 32303 PUD
SHERMAN OAKS CA 91423 Single Family
ATLANTA GA 30315 Single Family
Surprise AZ 85379 Single Family
Ocala FL 34473 Single Family
LOUISVILLE KY 40211 Single Family
San Clemente CA 92673 PUD
Laguna Niguel CA 92677 Single Family
Houston TX 77073 PUD
MONROE TOWNSHIP NJ 8831 Single Family
Trussville AL 35173 Single Family
Miami FL 33161 Condominium
Summerville SC 29483 PUD
Las Vegas NV 89139 PUD
Azle TX 76020 Single Family
CARTERSVILLE GA 30121 Single Family
MOORESVILLE NC 28115 PUD
Florence AZ 85232 PUD
El Mirage AZ 85335 Single Family
North Canton OH 44720 Single Family
FRANKLIN TOWNSHIP NJ 8873 2-4 Family
CHINO HILLS CA 91709 Single Family
Kansas City MO 64155 2-4 Family
Mount Dora FL 32757 Single Family
Gilbert AZ 85296 PUD
Rio Vista CA 94571 Single Family
Scottsdale AZ 85259 Single Family
Eustis FL 32726 Single Family
Plano TX 75093 PUD
Boerne TX 78006 Single Family
Clayton NC 27520 Single Family
CLAYTON NC 27527 Single Family
BALTIMORE MD 21218 Townhouse
Phoenix AZ 85027 Single Family
BELTSVILLE MD 20705 Single Family
FAIRFIELD OH 45014 PUD
Baltimore MD 21216 Townhouse
Inglewood CA 90305 Condominium
CONCORD NC 28025 Condominium
Santa Cruz CA 95065 Single Family
COVINGTON GA 30016 PUD
COVINGTON GA 30016 PUD
LOGANVILLE GA 30052 PUD
ACWORTH GA 30101 PUD
Charlotte NC 28227 Single Family
Charlotte NC 28277 Single Family
Birmingham AL 35243 Single Family
Rockville MD 20853 Single Family
Santa Rosa Beach FL 32459 Condominium
Hilton Head SC 29928 Condominium
LAKEWOOD CA 90713 Single Family
Hapeville GA 30354 Single Family
Carrollton TX 75006 Single Family
columbus OH 43224 Single Family
Acworth GA 30101 Single Family
Stone Mountain GA 30083 Single Family
CLEARFIELD UT 84015 Single Family
Mountain View HI 96771 Single Family
WYLIE TX 75098 PUD
MCDONOUGH GA 30253 PUD
N LAS VEGAS NV 89081 Single Family
Nyssa OR 97913 Single Family
CLEARFIELD UT 84015 Single Family
OPA LOCKA FL 33054 Single Family
Bensalem PA 19020 Single Family
DORCHESTER MA 2125 2-4 Family
RIALTO CA 92377 Single Family
JERSEY CITY NJ 7302 2-4 Family
Kennewick WA 99336 Single Family
Culpeper VA 22701 Single Family
KISSIMMEE FL 34747 Condominium
DECATUR GA 30034 Single Family
Corpus Christi TX 78404 2-4 Family
Chicago IL 60610 Hi-Rise Condo
LAUREL MD 20707 PUD
Spartanburg SC 29307 Single Family
Washington DC 20019 Single Family
Katy TX 77449 Single Family
BOSTON MA 2120 2-4 Family
GOOD HOPE GA 30641 Single Family
APOLLO BEACH FL 33572 Single Family
Lamont CA 93241 Single Family
Joliet IL 60435 Single Family
Wesley Chapel FL 33543 PUD
Marina Del Rey CA 90292 Condominium
Canton MS 39046 Single Family
Duluth GA 30096 Single Family
San Antonio TX 78217 PUD
Denton TX 76201 Condominium
Fairburn GA 30213 PUD
Sachse TX 75048 PUD
Hahira GA 31632 Single Family
Newnan GA 30263 Single Family
Tampa FL 33610 Single Family
Springfield OH 45505 Single Family
Riverview FL 33569 PUD
Blue Rock OH 43720 Single Family
NEWPORT NEWS VA 23601 Single Family
Miami FL 33176 Hi-Rise Condo
Brandon MS 39047 Single Family
Acworth GA 30101 2-4 Family
Fort Worth TX 76112 PUD
MINOOKA IL 60447 Single Family
Winston Salem NC 27107 Single Family
Summerville SC 29485 Single Family
GAMBRILLS MD 21054 PUD
BLYTHEWOOD SC 29016 Single Family
Hurst TX 76053 Single Family
SCOTTSDALE AZ 85254 PUD
BOSTON MA 2120 Single Family
SAN DIEGO CA 92127 Condominium
Bakersfield CA 93304 Single Family
Colorado Springs CO 80906 2-4 Family
NASHVILLE TN 37207 2-4 Family
ATHENS GA 30607 Single Family
South Bend IN 46613 Single Family
Forney TX 75126 PUD
Albuquerque NM 87120 Single Family
Riverside CA 92503 Single Family
Mount Pleasant SC 29464 PUD
BENICIA CA 94510 Single Family
Washington DC 20012 Single Family
Pueblo CO 81004 2-4 Family
Needham MA 2494 Single Family
Manassas Park VA 20111 Condominium
PATERSON NJ 7522 2-4 Family
Philadelphia PA 19131 Single Family
Austin TX 78758 2-4 Family
Clayton NC 27520 PUD
Pfafftown NC 27040 Single Family
Norcross GA 30093 Single Family
Gaithersburg MD 20882 Single Family
Humble TX 77346 PUD
Tucson AZ 85705 2-4 Family
DAYTON OH 45419 Single Family
Tacoma WA 98404 Single Family
CONCORD NC 28027 Single Family
BAYONNE NJ 7002 2-4 Family
Winston Salem NC 27103 Single Family
MURRIETA CA 92563 Single Family
Stockbridge GA 30281 PUD
Tampa FL 33615 Single Family
Dallas TX 75229 Single Family
Phoenix AZ 85006 Single Family
Ocala FL 34482 Single Family
Hanover Park IL 60133 Single Family
Jonesboro GA 30238 Single Family
Clearwater FL 33755 Single Family
Mesa AZ 85210 Condominium
Rockwall TX 75032 PUD
Mount Juliet TN 37122 PUD
ALBUQUERQUE NM 87114 Single Family
Staten Island NY 10310 Single Family
Austin TX 78724 2-4 Family
Annandale VA 22003 Condominium
Reston VA 20190 Hi-Rise Condo
Meridian ID 83642 Single Family
Springfield VA 22150 Single Family
Cedar Rapids IA 52405 Single Family
Cave Creek AZ 85331 Single Family
SAN DIEGO CA 92130 Single Family
ALB NM 87114 Single Family
Rio Rancho NM 87124 PUD
ALBUQUERQUE NM 87114 PUD
ALBUQUERQUE NM 87114 PUD
ALBUQUERQUE NM 87114 Single Family
Aurora CO 80012 Single Family
Lorton VA 22079 Single Family
Paia HI 96779 Single Family
BROOKLYN CENTER MN 55443 2-4 Family
CHICAGO IL 60621 2-4 Family
Bradbury CA 91010 Single Family
Fort Myers FL 33913 PUD
Sterling VA 20165 Single Family
Carson City NV 89701 Single Family
Lewisburg TN 37091 Single Family
TWENTYNINE PALMS CA 92277 Single Family
HERNDON VA 20170 Single Family
Charlotte NC 28277 PUD
Vienna VA 22180 Condominium
WALDORF MD 20601 PUD
SATELLITE BCH FL 32937 Hi-Rise Condo
Trenton NJ 8611 Single Family
Brooklyn NY 11234 2-4 Family
Oklahoma City OK 73117 2-4 Family
Austin TX 78748 2-4 Family
KATY TX 77449 PUD
ROSENBERG TX 77471 2-4 Family
KATY TX 77449 PUD
URBANA IL 61802 Single Family
URBANA IL 61802 Single Family
URBANA IL 61802 Single Family
NORTH LAS VEGAS NV 89030 Single Family
CONROE TX 77385 PUD
HOUSTON TX 77084 Single Family
LANCASTER TX 75146 PUD
HOUSTON TX 77083 PUD
Humble TX 77396 PUD
Pearland TX 77581 PUD
Kenner LA 70065 Single Family
Loveland CO 80537 2-4 Family
Baltimore MD 21231 Single Family
BALTIMORE MD 21229 Single Family
SEVIERVILLE TN 37862 Single Family
NEWPORT NEWS VA 23605 Single Family
OCEAN CITY MD 21842 Single Family
BALTIMORE MD 21213 Townhouse
Fargo ND 58103 Single Family
FARGO ND 58102 Single Family
FARGO ND 58102 Single Family
Hamilton NJ 8609 Single Family
RICHMOND VA 23225 Single Family
WASHINGTON DC 20001 Single Family
BALTIMORE MD 21206 Single Family
Waldorf MD 20602 PUD
SAINT AUGUSTINE FL 32084 Single Family
BOUNTIFUL UT 84010 Single Family
Scottsdale AZ 85251 Condominium
Atlanta GA 30331 Single Family
Avondale AZ 85323 Single Family
Nampa ID 83686 PUD
Tucson AZ 85746 PUD
Glendale AZ 85302 PUD
Maricopa AZ 85239 PUD
Phoenix AZ 85041 Single Family
Phoenix AZ 85042 Single Family
Chandler AZ 85249 PUD
Avondale AZ 85323 PUD
Rio Rancho NM 87144 Single Family
Tucson AZ 85730 Condominium
Cambridge MA 2139 Single Family
Dallas GA 30157 PUD
East Hanover NJ 7936 Single Family
Roosevelt NY 11575 Single Family
HUDSON WI 54016 Single Family
Milwaukee WI 53218 2-4 Family
Islip NY 11751 Single Family
Hollywood FL 33020 Condominium
HUMBLE TX 77338 PUD
NOTASULGA AL 36866 Single Family
Virginia Beach VA 23452 Townhouse
Ocoee FL 34761 PUD
Lubbock TX 79410 Single Family
Gulfport MS 39502 Single Family
NASHVILLE TN 37027 Single Family
SAN FERNANDO CA 91340 Single Family
PHOENIX AZ 85085 Single Family
PEORIA AZ 85345 Single Family
Katy TX 77449 PUD
Saint Louis MO 63116 2-4 Family
Denham Springs LA 70726 Condominium
Milwaukee WI 53204 2-4 Family
Milwaukee WI 53215 Single Family
Milwaukee WI 53204 2-4 Family
Milwaukee WI 53215 2-4 Family
Anaheim CA 92804 Single Family
Las Vegas NV 89142 Single Family
Winder GA 30680 Single Family
LINCOLN CA 95648 Single Family
Jersey City NJ 7307 2-4 Family
Titusville FL 32780 Single Family
Indianapolis IN 46237 Single Family
HEMPSTEAD NY 11550 2-4 Family
Portsmouth VA 23702 2-4 Family
LEAGUE CITY TX 77573 Condominium
MONROE GA 30655 Single Family
McDONOUGH GA 30253 PUD
LAWRENCEVILLE GA 30045 2-4 Family
HOUSTON TX 77003 Single Family
Garland TX 75041 Single Family
MONTGOMERY VILLAGE MD 20886 PUD
GALLATIN GATEWAY MT 59730 2-4 Family
Houston TX 77067 PUD
YORBA LINDA CA 92887 Single Family
NORTH POTOMAC MD 20878 PUD
FORT MEYERS FL 33919 PUD
BRANDON FL 33511 PUD
GILBERT AZ 85296 Single Family
SMYRNA DE 19777 PUD
PALOS HEIGHTS IL 60463 Single Family
CHICAGO IL 60647 Single Family
DOWNEY CA 90242 Single Family
Casa Grande AZ 85222 PUD
tallahassee FL 32309 PUD
Laveen AZ 85339 PUD
NORTH LAS VEGAS NV 89030 2-4 Family
DEPTFORD NJ 8093 Single Family
CORPUS CHRISTI TX 78413 PUD
FREDERICK MD 21703 Single Family
CINCINNATI OH 45229 2-4 Family
LACEY WA 98503 Single Family
HOUSTON TX 77086 PUD
SCOTTSDALE AZ 85260 PUD
NORFOLK VA 23513 Single Family
ASTORIA NY 11103 2-4 Family
ROCKVILLE MD 20853 Single Family
ATLANTA GA 30331 2-4 Family
Cape Coral FL 33991 Single Family
ATLANTA GA 30331 2-4 Family
SPOKANE WA 99207 Single Family
Pittsburgh PA 15226 Single Family
LITTLE RIVER SC 29566 PUD
Newark DE 19713 Single Family
Alpharetta GA 30005 PUD
RENO NV 89523 Single Family
DOVER TWP NJ 8753 Single Family
Rowley MA 1969 Single Family
WASHINGTON PA 15301 Single Family
PALM DESERT CA 92211 PUD
BEND OR 97702 Single Family
ACWORTH GA 30101 Single Family
MARIETTA GA 30008 PUD
RIVERDALE GA 30274 Single Family
COLUMBIA SC 29210 Single Family
Newark NJ 7104 2-4 Family
HUNTINGTOWN MD 20639 Single Family
Succasunna NJ 7876 Single Family
San Diego CA 92127 Condominium
CONCORD NC 28025 2-4 Family
TUCSON AZ 85718 Single Family
CLOVIS CA 93611 Single Family
SNELLVILLE GA 30039 2-4 Family
RICHMOND VA 23234 Single Family
PARKER CO 80134 Single Family
ATLANTA GA 30315 Single Family
Roswell GA 30076 PUD
Acworth GA 30101 PUD
Mastic NY 11950 Single Family
LAMONT CA 93241 Single Family
Denver CO 80223 Single Family
Orlando FL 32837 PUD
LYNDEN WA 98264 Single Family
Miami FL 33196 PUD
FREDERICKSBURG VA 22405 Single Family
Denton TX 76208 PUD
College Park GA 30349 PUD
SCRANTON PA 18504 2-4 Family
COLLEGE PARK GA 30349 PUD
MANTECA CA 95337 Single Family
TAYLORSVILLE GA 30178 Single Family
LAS VEGAS NV 89128 Condominium
Washington DC 20017 Single Family
NORCO CA 92860 Single Family
CLOVIS CA 93611 Single Family
Miami FL 33156 Single Family
Germantown MD 20874 PUD
Ellsworth ME 4605 Single Family
Umatilla FL 32784 Single Family
Costa Mesa CA 92627 2-4 Family
Casa Grande AZ 85222 PUD
ATLANTA GA 30349 Single Family
Houston TX 77066 PUD
Glenn Dale MD 20769 PUD
San Antonio TX 78260 PUD
DeSoto TX 75115 Single Family
Kannapolis NC 28083 Single Family
Covington GA 30016 Single Family
Bakersfield CA 93307 Single Family
Phoenix AZ 85086 Single Family
Warner Robins GA 31088 Single Family
GARLAND TX 75044 Single Family
CELINA TX 75009 Single Family
DESOTO TX 75115 2-4 Family
PASADENA CA 91104 Single Family
Saint Louis MO 63116 Single Family
EVERETT WA 98201 2-4 Family
CLOVIS CA 93619 Single Family
KALAMAZOO MI 49008 2-4 Family
CAMDEN NC 27921 Single Family
ALBUQUERQUE NM 87102 2-4 Family
GAINESVILLE VA 20156 PUD
GRASONVILLE MD 21638 Single Family
CARTERSVILLE GA 30120 Single Family
PROSPERITY SC 29127 Single Family
Glendale Heights IL 60139 Condominium
New Port Richey FL 34652 Single Family
CHARLOTESVILLE VA 22901 Condominium
LAGUNA BEACH CA 92651 Single Family
WEST HAMPTON NJ 8060 Single Family
SCOTTSDALE AZ 85262 Single Family
Richmond VA 23225 Single Family
Tempe AZ 85282 Townhouse
REHOBOTH BEACH DE 19971 Single Family
LEWISTON UT 84320 Single Family
GERMANTOWN MD 20874 Condominium
VANCOUVER WA 98682 Single Family
MESA AZ 85210 Condominium
STAFFORD VA 22554 PUD
PENN VALLEY PA 19072 Single Family
Jacksonville FL 32256 Condominium
RICHMOND VA 23236 PUD
Leesburg FL 34748 PUD
San Bernardino CA 92404 Single Family
FREDERICKSBURG VA 22407 PUD
CLEVELAND OH 44102 2-4 Family
OAK POINT TX 76227 PUD
Baltimore MD 21218 Single Family
Jersey City NJ 7306 2-4 Family
WEST PALM BEACH FL 33411 Condominium
PATERSON NJ 7513 2-4 Family
La Canada Flintridge CA 91011 Single Family
SANDY UT 84094 Single Family
Ridgecrest CA 93555 Single Family
Westborough MA 1581 2-4 Family
TUCSON AZ 85710 Single Family
SANTA ANA CA 92703 Single Family
Saint Paul MN 55102 2-4 Family
Hopewell VA 23860 Single Family
AZLE TX 76020 Single Family
NORCROSS GA 30093 2-4 Family
PORTLAND OR 97225 Single Family
HARVARD MA 1451 Single Family
ROCKVILLE MD 20853 Single Family
UPPER MARLBORO MD 20774 PUD
Colorado Springs CO 80910 Single Family
Midlothian TX 76065 PUD
EATONTOWN NJ 7724 PUD
SCOTTSDALE AZ 85254 PUD
OAK POINT TX 76227 PUD
MOONACHIE NJ 7074 Single Family
SCOTTSDALE AZ 85259 Single Family
OLYMPIA WA 98503 PUD
TULARE CA 93274 Single Family
Media PA 19063 PUD
BIDDEFORD ME 4005 2-4 Family
ALBUQUERQUE NM 87121 PUD
TUCSON AZ 85711 Single Family
Monument CO 80132 PUD
LOUISVILLE KY 40245 Single Family
Acworth GA 30101 2-4 Family
Brooklyn NY 11238 2-4 Family
TULARE CA 93274 Single Family
Branson MO 65616 Condominium
N Lauderdale FL 33068 Single Family
CLEVELAND OH 44102 2-4 Family
BOZEMAN MT 59718 Hi-Rise Condo
YORKTOWN HEIGHTS NY 10598 Single Family
Los Angeles CA 90027 2-4 Family
Denver CO 80207 Single Family
HENDERSONVILLE TN 37075 Single Family
JERSEY CITY NJ 7305 2-4 Family
SANTA ROSA BEACH FL 32459 Single Family
ATLANTIC CITY NJ 8401 Hi-Rise Condo
ODENTON MD 21113 Single Family
TAYLOR TX 76574 2-4 Family
KATY TX 77449 PUD
CYPRESS TX 77433 PUD
Palmyra PA 17078 Single Family
PATERSON NJ 7522 2-4 Family
STREETSBORO OH 44241 PUD
Iuka MS 38852 Single Family
Memphis TN 38118 2-4 Family
PERRY HALL MD 21128 PUD
HOUSTON TX 77066 PUD
Newtown PA 18940 PUD
SILVER SPRING MD 20904 PUD
Laguna Niguel CA 92677 PUD
TUSTIN CA 92782 PUD
Franklin TN 37067 Single Family
MORELAND GA 30259 Single Family
CHANDLER AZ 85225 Condominium
Pharr TX 78577 Single Family
REDDING CA 96002 Single Family
Gaithersburg MD 20878 PUD
VANVOUVER WA 98662 Single Family
Glendale Heights IL 60139 Condominium
RAMAPO NY 10901 Single Family
Township of South Brunswi NJ 8852 Single Family
CLOVIS CA 93611 Single Family
Upper Marlboro MD 20744 Single Family
Spring Valley CA 91977 Single Family
Gainesville VA 20155 PUD
BAYSHORE NY 11706 Single Family
FORT WORTH TX 76179 PUD
Phoenix AZ 85032 Single Family
MANTECA CA 95337 Single Family
DENVER CO 80249 Single Family
GERMANTOWN MD 20874 PUD
ESSEX MD 21221 Single Family
MABLETON GA 30126 PUD
HOUSTON TX 77072 PUD
PHOENIX AZ 85016 Single Family
Memphis TN 38104 Single Family
CARLSBAD CA 92008 Single Family
Hebron KY 41048 PUD
Jackson MI 49202 2-4 Family
SAN ANTONIO TX 78245 Single Family
SCOTTSDALE AZ 85260 Single Family
BUCKEYE AZ 85326 PUD
CYPRESS TX 77433 PUD
Leesburg VA 20175 Single Family
SALT LAKE CITY UT 84103 Single Family
CHICAGO IL 60644 2-4 Family
Austin TX 78702 Single Family
PORT WENTWORTH GA 31407 PUD
PUEBLO CO 81004 Single Family
LOVELAND CO 80538 Single Family
PUEBLO CO 81001 Single Family
Clinton MD 20735 Single Family
Woodbridge VA 22192 Single Family
Newport News VA 23608 Single Family
Stafford VA 22554 PUD
Leesburg VA 20176 PUD
Key West FL 33040 PUD
Great Falls VA 22066 Single Family
Milford CT 6460 Single Family
Stone Mountain GA 30087 PUD
REVA VA 22735 Single Family
ST. PETERSBURG FL 33716 PUD
CHATTANOOGA TN 37421 2-4 Family
PEUBLO CO 81004 Single Family
Paramount CA 90723 2-4 Family
DENVER CO 80224 Single Family
Mesa AZ 85204 Single Family
Parkesburg PA 19365 Townhouse
Malvern PA 19355 Single Family
Kennett Square PA 19348 Single Family
DANIA FL 33004 Condominium
BRYON GA 31008 Single Family
SARASOTA FL 34232 PUD
Queen Creek AZ 85242 PUD
ATLANTA GA 30349 Single Family
WHEAT RIDGE CO 80033 PUD
ROCKINGHAM NC 28379 Single Family
RESEDA CA 91335 Single Family
SALT LAKE CITY UT 84106 Single Family
LYNDEN WA 98264 Single Family
SPARKS MD 21152 Condominium
LOS MOLINOS CA 96055 Single Family
LAUREL MD 20723 PUD
Houston TX 77014 PUD
Houston TX 77070 PUD
LAUREL MD 20707 PUD
SAN ANTONIO TX 78201 2-4 Family
PHOENIXVILLE PA 19460 Single Family
LUTZ FL 33559 PUD
GARDEN GROVE CA 92841 Single Family
NEWARK DE 19702 PUD
DRUMS PA 18222 Single Family
MOUNT CLEMENS MI 48043 Single Family
MARYSVILLE CA 95901 Single Family
SPRINGBORO OH 45066 PUD
Millville MA 1529 Single Family
LOGANVILLE GA 30052 Single Family
EATONTOWN NJ 7724 Single Family
TAYLOR TX 76574 2-4 Family
UNION NJ 7083 2-4 Family
ORLANDO FL 32822 Single Family
BETHLEHEM PA 18017 Single Family
UPPER MARLBORO MD 20772 PUD
ANN ARBOR MI 48105 Single Family
Scotts Valley CA 95066 Single Family
Woodbridge VA 22193 Single Family
FINKSBURG MD 21048 PUD
San Antonio TX 78257 PUD
Houston TX 77014 PUD
Bakersfield CA 93308 Single Family
DURHAM NC 27701 Single Family
Phoenix AZ 85050 Single Family
CAPE CORAL FL 33990 2-4 Family
NORFOLK VA 23503 Single Family
QUEEN CREEK AZ 85242 PUD
SILVER SPRING MD 20904 PUD
MANTECA CA 95337 Single Family
WEST CHESTER PA 19382 Single Family
LOCUST GROVE VA 22508 PUD
TEMPE AZ 85284 PUD
SHIP BOTTOM NJ 8008 2-4 Family
NEOTSU OR 97364 2-4 Family
CINCINNATI OH 45238 Single Family
LAVALLETTE NJ 8735 Single Family
MARYSVILLE CA 95901 Single Family
WASHINGTON DC 20011 Single Family
WASHINGTON DC 20011 Single Family
Duluth GA 30097 PUD
CHARLOTTE NC 28208 PUD
MIAMI FL 33177 Single Family
SACRAMENTO CA 95838 Single Family
Brigham City UT 84302 Single Family
CLEVELAND OH 44108 2-4 Family
PHOENIX AZ 85037 Condominium
Phoenix AZ 85054 Condominium
HOUSTON TX 77087 Single Family
ROSLINDALE MA 2131 Condominium
Manassas VA 20110 PUD
Queen Creek AZ 85242 PUD
YORBA LINDA CA 92886 Single Family
OCEANSIDE CA 92057 PUD
CLOVIS CA 93612 Single Family
DALLAS GA 30157 PUD
Santa Cruz CA 95062 Single Family
Mcallen TX 78504 Single Family
CHANNAHON IL 60410 PUD
KAWKAWLIN MI 48631 Single Family
CROOKED RIVER RANCH OR 97760 PUD
WEST ISLIP NY 11795 Single Family
WEST ROXBURY MA 2132 Single Family
CHEYENNE WY 82009 Single Family
Santa Cruz CA 95062 2-4 Family
LOS ANGELES CA 90002 2-4 Family
HYATTSVILLE MD 20783 Single Family
SOUTH PLAINFIELD NJ 7080 Single Family
NAMPA ID 83686 PUD
WHITESBURG GA 30185 Single Family
LAGUNA WOODS CA 92637 Condominium
DORCHESTER MA 2125 2-4 Family
Idaho Falls ID 83404 Single Family
Missouri City TX 77459 PUD
SEATTLE WA 98105 Single Family
Pickens SC 29671 Single Family
Milledgeville GA 31061 Single Family
Katy TX 77449 PUD
TULARE CA 93274 Single Family
Los Angeles CA 90026 2-4 Family
BAKERSFIELD CA 93308 Single Family
DENVER CO 80203 Condominium
Rowlett TX 75088 PUD
SEATTLE WA 98118 Single Family
Los Angeles CA 90026 2-4 Family
LAKE FOREST PARK WA 98155 Single Family
Sun City AZ 85379 PUD
CHARLOTTESVILLE VA 22901 Condominium
nicholasville KY 40356 Townhouse
Wilmington NC 28409 Single Family
DUNDEE FL 33838 PUD
YORKTOWN HEIGHTS NY 10598 Single Family
Tampa FL 33625 PUD
Richmond VA 23222 Single Family
Garland TX 75044 Single Family
NICHOLASVILLE KY 40356 Townhouse
JACKSON NJ 8527 Single Family
Barnegat NJ 8005 Single Family
Arlington TX 76018 Single Family
RICHMOND VA 23223 Single Family
Peoria AZ 85345 PUD
BUCKEYE AZ 85326 PUD
PALM BEACH GARDENS FL 33418 PUD
BUCKEYE AZ 85326 PUD
FREDERICKSBURG VA 22405 Single Family
PARK CITY UT 84098 Single Family
Tampa FL 33629 Single Family
Houston TX 77066 PUD
Houston TX 77008 PUD
San Diego CA 92113 Condominium
San Diego CA 92119 Single Family
CHARLOTTE NC 28269 PUD
Myrtle Beach SC 29577 2-4 Family
Stafford VA 22554 PUD
Brush Creek TN 38547 Single Family
Grand Junction CO 81503 PUD
CHANHASSEN MN 55317 Condominium
BOYDS MD 20841 PUD
Falls Church VA 22042 Single Family
PEMBROKE PINES FL 33024 Single Family
SALINAS CA 93907 Single Family
Cumming GA 30041 Single Family
JERSEY CITY NJ 7304 Single Family
MADISON GA 30650 Single Family
MADISON GA 30650 Single Family
MADISON GA 30650 Single Family
MADISON GA 30650 Single Family
Phoenix AZ 85017 Single Family
AURORA CO 80013 Single Family
HUMBLE TX 77396 PUD
TUCSON AZ 85704 PUD
Kissimmee FL 34741 Condominium
ROCKVILLE CENTER NY 11570 2-4 Family
Lakeway TX 78734 Single Family
Milford MA 1757 Single Family
Kansas City KS 66102 Single Family
Houston TX 77061 Single Family
Enfield CT 6082 Single Family
Saint Charles MO 63304 PUD
Hunt TX 78024 Single Family
Conroe TX 77304 Single Family
Garland TX 75043 Single Family
Hampton Bays NY 11946 Single Family
Newport News VA 23601 Single Family
HOUSTON TX 77073 PUD
HUMBLE TX 77338 PUD
Saco ME 4072 Single Family
Montgomery Village MD 20886 Condominium
Jacksonville FL 32210 2-4 Family
BROOMFIELD CO 80029 Single Family
Humble TX 77338 PUD
Harlingen TX 78550 Single Family
TOWN OF RYE NY 10543 Single Family
Peroia AZ 85345 PUD
Houston TX 77084 Single Family
Wilton CT 6897 Single Family
Oceanside CA 92054 Single Family
Tampa FL 33604 Single Family
Saint Petersburg FL 33714 Single Family
Stowe PA 19464 Single Family
POTTSTOWN PA 19464 Townhouse
Tampa FL 33602 Hi-Rise Condo
Hallandale Beach FL 33009 Condominium
Charlotte NC 28210 Single Family
Hogansville GA 30230 2-4 Family
Atlanta GA 30306 PUD
Marietta GA 30064 PUD
Orlando FL 32839 Condominium
Decatur GA 30030 Single Family
Marble NC 28905 Single Family
Palm City FL 34990 Single Family
Bradenton FL 34203 PUD
Homestead FL 33035 Single Family
Jacksonville FL 32216 PUD
Gainesville VA 20155 PUD
Garner IA 50438 Single Family
Decatur GA 30030 Single Family
SUGAR HILL GA 30518 Single Family
Atlanta GA 30317 Single Family
South Bend IN 46616 Single Family
Bluffton IN 46714 2-4 Family
RIVERSIDE CA 92508 PUD
BOULDER CO 80305 Condominium
TOLEDO OH 43605 2-4 Family
TOLEDO OH 43605 2-4 Family
FORT COLLINS CO 80521 Single Family
PENSACOLA FL 32534 PUD
METAIRIE LA 70003 Single Family
TOLEDO OH 43605 2-4 Family
CHESAPEAKE VA 23325 Single Family
TOLEDO OH 43605 2-4 Family
DOUGLASVILLE GA 30134 PUD
BOGALUSA LA 70427 Single Family
CHESTERFIELD MI 48047 2-4 Family
PUNTA GORDA FL 33980 Single Family
ROSEVILLE MI 48066 2-4 Family
HEMET CA 92545 Single Family
PONTIAC MI 48340 Single Family
PONTIAC MI 48340 Single Family
HAMPTON VA 23663 Single Family
FAIRFAX VA 22033 PUD
SAINT LOUIS MO 63134 Single Family
PEORIA AZ 85383 PUD
BELTSVILLE MD 20705 Single Family
WAYNE MI 48184 Single Family
VIRGINIA BEACH VA 23462 Single Family
PORT READING NJ 7064 2-4 Family
CAROL STREAM IL 60188 Condominium
COLUMBIA SC 29229 Single Family
LIVERPOOL NY 13090 Single Family
TARPON SPRINGS FL 34689 Single Family
OAKLAND CA 94618 Single Family
MOBILE AL 36606 Single Family
SAN DIEGO CA 92129 Condominium
PROVO UT 84606 Single Family
COON RAPIDS MN 55433 Condominium
HUGHSON CA 95326 Single Family
BALTIMORE OH 43105 Single Family
FAIRFIELD CT 6824 Single Family
KINGWOOD TX 77345 Single Family
ST PETERSBURG FL 33703 Condominium
BEND OR 97702 2-4 Family
SALT LAKE CITY UT 84118 Single Family
DUMFRIES VA 22026 PUD
PHILADELPHIA PA 19134 Single Family
LAS VEGAS NV 89110 Single Family
OAKLAND CA 94601 Single Family
PHILADELPHIA PA 19134 Townhouse
PHOENIX AZ 85041 PUD
BEND OR 97702 2-4 Family
SALINAS CA 93908 PUD
PETAL MS 39465 Single Family
COVINGTON LA 70435 Single Family
HOUSTON TX 77063 PUD
BEND OR 97702 2-4 Family
SIMI VALLEY CA 93065 Condominium
OAK RIDGE NC 27310 Single Family
GARNER NC 27529 PUD
BEND OR 97702 2-4 Family
SPRINGFIELD VA 22153 PUD
WASHINGTON DC 20015 Single Family
HUNTINGTON STATION NY 11746 Single Family
MANDEVILLE LA 70448 Single Family
CHICAGO IL 60628 2-4 Family
MEADOW VISTA CA 95722 Single Family
CASCO ME 4015 Single Family
NEWPORT NEWS VA 23608 Condominium
WEBB CITY MO 64870 Single Family
PUYALLUP WA 98375 Single Family
HAMILTON OH 45011 2-4 Family
TOLEDO OH 43613 Single Family
LAFAYETTE LA 70506 Single Family
MERIDIAN ID 83642 Single Family
WEST LINN OR 97068 Single Family
THIBODAUX LA 70301 Single Family
TOLEDO OH 43614 Single Family
TACOMA WA 98404 Single Family
DELTONA FL 32725 Single Family
INDIANAPOLIS IN 46254 Single Family
PORT RICHEY FL 34668 Single Family
VERO BEACH FL 32968 PUD
KNOXVILLE TN 37920 Single Family
CHICAGO IL 60608 2-4 Family
HOUSTON TX 77024 Single Family
BALDWINSVILLE NY 13027 Single Family
TACOMA WA 98418 Single Family
MISSOURI CITY TX 77459 Single Family
NAVARRE FL 32566 Single Family
NASHVILLE TN 37211 Single Family
AVON LAKE OH 44012 Condominium
TOLEDO OH 43613 Single Family
PORTLAND OR 97215 Single Family
REPUBLIC WA 99166 Single Family
NORTH CHARLESTON SC 29420 PUD
ORANGE PARK FL 32065 Single Family
MOBILE AL 36695 PUD
CHARLOTTE NC 28210 PUD
NORTH RICHLAND HILLS TX 76180 Single Family
TOPSHAM ME 4086 Single Family
KANSAS CITY MO 64151 Single Family
COTTAGE GROVE OR 97424 2-4 Family
Dallas TX 75204 Single Family
DUNEDIN FL 34698 PUD
NORTH MIAMI FL 33181 Single Family
MONROE NC 28110 PUD
FORT MYERS FL 33908 PUD
PATERSON NJ 7502 Single Family
SALEM OR 97306 Single Family
SAINT LOUIS MO 63114 Single Family
LONGVIEW WA 98632 Single Family
PORTSMOUTH VA 23707 Single Family
BALTIMORE OH 43105 2-4 Family
GREENWOOD ME 4255 Single Family
ELGIN IL 60120 Single Family
WARREN MI 48089 Single Family
LAUDERDALE LAKES FL 33313 Condominium
MIAMI FL 33193 PUD
JACKSONVILLE FL 32221 PUD
CINCINNATI OH 45213 Single Family
LOS ANGELES CA 90066 Single Family
HAVANA IL 62644 Single Family
LADY LAKE FL 32159 Single Family
BALTIMORE MD 21216 Single Family
LONDON KY 40744 Single Family
FORT PAYNE AL 35967 Single Family
VALRICO FL 33594 Single Family
CHICAGO IL 60637 2-4 Family
HUMBOLDT SD 57035 Single Family
ABERDEEN NC 28315 2-4 Family
DULUTH GA 30096 PUD
SOUTH SAN FRANCISCO CA 94080 Single Family
ABERDEEN NC 28315 2-4 Family
CHARLOTTE NC 28273 PUD
OLNEY MD 20832 Condominium
ABERDEEN NC 28315 2-4 Family
PENSACOLA FL 32506 2-4 Family
ABERDEEN NC 28315 2-4 Family
HILTON HEAD ISLAND SC 29928 Condominium
ABERDEEN NC 28315 2-4 Family
REX GA 30273 PUD
MEMPHIS TN 38111 Single Family
LANGLEY WA 98260 Single Family
LOUISVILLE KY 40211 Single Family
MEMPHIS TN 38109 Single Family
GALVESTON TX 77550 2-4 Family
ODESSA MO 64076 Single Family
HATTIESBURG MS 39401 2-4 Family
MEMPHIS TN 38109 Single Family
TRENTON NJ 8609 Single Family
HATTIESBURG MS 39401 2-4 Family
CENTER TX 75935 Single Family
SAINT JOSEPH MO 64505 Single Family
SAN MATEO CA 94402 Single Family
WAXHAW NC 28173 PUD
ERIN TN 37061 Single Family
BERNARDSVILLE NJ 7924 2-4 Family
MIAMI FL 33172 Condominium
WAYNE MI 48184 Single Family
LOS ANGELES CA 90027 Condominium
DARBY MT 59829 Single Family
PROVIDENCE RI 2908 2-4 Family
ARIZONA CITY AZ 85223 Single Family
MEMPHIS TN 38126 Single Family
GREEN BAY WI 54311 Single Family
SILVERDALE WA 98383 Single Family
CLEVELAND OH 44105 2-4 Family
MEMPHIS TN 38106 Single Family
WALDORF MD 20601 PUD
SUFFOLK VA 23435 PUD
MEMPHIS TN 38114 Single Family
MEMPHIS TN 38127 Single Family
MACEDONIA OH 44056 Single Family
MEMPHIS TN 38126 Single Family
LONG BEACH CA 90803 Condominium
LITTLE FALLS NY 13365 2-4 Family
MEMPHIS TN 38107 Single Family
WASHINGTON DC 20002 2-4 Family
PORTLAND OR 97214 Single Family
JAMAICA BEACH TX 77554 PUD
PUYALLUP WA 98374 2-4 Family
CHICAGO HEIGHTS IL 60411 Single Family
MANDEVILLE LA 70471 Single Family
AMHERST NY 14221 Single Family
NEW IBERIA LA 70563 Single Family
MIAMI FL 33144 2-4 Family
RIVIERA BEACH FL 33404 Single Family
LOUISVILLE KY 40202 2-4 Family
KANSAS CITY KS 66104 Single Family
LIVONIA MI 48150 Single Family
POCATELLO ID 83202 Single Family
PAWTUCKET RI 2860 2-4 Family
LINCOLN CA 95648 PUD
WAYNE MI 48184 Single Family
WILMINGTON NC 28411 Single Family
GARDEN CITY MI 48135 Single Family
MACON GA 31206 2-4 Family
WAYNE MI 48184 Single Family
WESTLAND MI 48186 Single Family
NEW CARROLLTON MD 20784 Condominium
COCOA BEACH FL 32931 Single Family
BROWNSTOWN TOWNSHIP MI 48183 Single Family
CANTON OH 44708 Single Family
BOULDER CO 80303 Condominium
DAVIS CA 95616 Single Family
BOULDER CO 80303 Condominium
TOLEDO OH 43605 2-4 Family
RIVERVIEW FL 33569 PUD
DRAPER UT 84020 PUD
MADISON MS 39110 Single Family
CORAL GABLES FL 33146 Single Family
CHULA VISTA CA 91910 Single Family
MEMPHIS TN 38106 Single Family
PONCHATOULA LA 70454 Single Family
BATON ROUGE LA 70815 Single Family
MEMPHIS TN 38122 Single Family
TOMBALL TX 77375 Single Family
MEMPHIS TN 38126 Single Family
MEMPHIS TN 38112 Single Family
TOPPENISH WA 98948 Single Family
CHATTANOOGA TN 37404 2-4 Family
MEMPHIS TN 38122 Single Family
BALTIMORE MD 21205 2-4 Family
MIRAMAR FL 33023 Single Family
WADSWORTH OH 44281 Single Family
AIKEN SC 29801 Single Family
MILFORD OH 45150 Single Family
HIALEAH FL 33016 Single Family
MANTEO NC 27954 Single Family
BOSTON MA 2118 Single Family
NORMAN OK 73071 2-4 Family
SAN JOSE CA 95127 Single Family
SAINT LOUIS MO 63107 2-4 Family
EASTLAKE OH 44095 Single Family
SANDY OR 97055 PUD
COOKEVILLE TN 38501 Single Family
SPOKANE WA 99208 Single Family
WINSTON SALEM NC 27105 Single Family
VANCOUVER WA 98662 Single Family
SHREVEPORT LA 71107 Single Family
HIGHLAND UT 84003 PUD
SARATOGA SPRINGS UT 84043 Condominium
MIAMI BEACH FL 33140 Condominium
COLUMBUS OH 43223 Single Family
ALBUQUERQUE NM 87110 PUD
PHILADELPHIA PA 19124 Single Family
GLENS FALLS NY 12801 2-4 Family
PRAIRIEVILLE LA 70769 Single Family
KEY LARGO FL 33037 PUD
PITTSBURGH PA 15201 Single Family
NEW HYDE PARK NY 11040 Single Family
JACKSON MS 39202 Single Family
HATTIESBURG MS 39401 2-4 Family
MIAMI FL 33138 Condominium
LIVERMORE CA 94550 PUD
NEW HAVEN CT 6511 2-4 Family
LOS ANGELES CA 90063 Single Family
LOUISVILLE KY 40229 2-4 Family
East Williston NY 11596 Single Family
DANVILLE IL 61832 Single Family
PALM COAST FL 32137 2-4 Family
FORT WORTH TX 76137 PUD
MIAMI FL 33142 2-4 Family
METHUEN MA 1844 2-4 Family
BOGALUSA LA 70427 Single Family
HOUSTON TX 77088 Single Family
KUNA ID 83634 PUD
LAFAYETTE LA 70501 PUD
HIGHLAND PARK IL 60035 Single Family
Houston TX 77019 Condominium
NORFOLK VA 23702 2-4 Family
SARATOGA SPRINGS UT 84043 Single Family
WAXAHACHIE TX 75167 Single Family
RUSHVILLE OH 43150 Single Family
MEMPHIS TN 38108 Single Family
GENEVA OH 44041 2-4 Family
NETCONG NJ 7857 2-4 Family
DOTHAN AL 36305 Single Family
LIVERMORE CA 94550 Single Family
CLEARWATER FL 33756 Single Family
CONCORD CA 94518 Single Family
UNIONDALE NY 11553 Single Family
DES PLAINES IL 60016 Single Family
LOMA LINDA CA 92373 Condominium
MIAMI LAKES FL 33016 PUD
CHICAGO IL 60612 2-4 Family
YORK ME 3909 Single Family
MESA AZ 85210 Condominium
SOMERVILLE MA 2143 2-4 Family
NEWPORT KY 41071 Single Family
EUFUALA AL 36027 Single Family
SOMERVILLE MA 2143 2-4 Family
BELGRADE ME 4917 Single Family
CUMBERLAND VA 23040 Single Family
NEW IBERIA LA 70560 Single Family
EUFUALA AL 36027 Single Family
SPRINGFIELD MA 1119 2-4 Family
COLUMBIA TN 38401 2-4 Family
WOODHAVEN MI 48183 Single Family
PORTSMOUTH VA 23704 Single Family
NEWBERRY FL 32669 PUD
ROGERS AR 72758 Single Family
MOUNTAIN VIEW CA 94040 Single Family
TALLAHASSEE FL 32303 Condominium
RIVERSIDE CA 92508 PUD
BAKER LA 70714 Single Family
NEW ORLEANS LA 70118 2-4 Family
PHILADELPHIA PA 19140 Single Family
ST. LOUIS MO 63139 Single Family
PHILADELPHIA PA 19120 Single Family
BALTIMORE MD 21224 Single Family
JACKSON LA 70748 Single Family
PHILADELPHIA PA 19140 Single Family
COVINGTON KY 41011 Single Family
COATESVILLE PA 19320 Single Family
ORLANDO FL 32835 Condominium
LAS VEGAS NV 89129 PUD
PAWTUCKET RI 2860 2-4 Family
KLAMATH FALLS OR 97601 Single Family
LOVELAND CO 80537 Single Family
LAS VEGAS NV 89110 Single Family
BAKER LA 70714 Single Family
BAKER LA 70714 Single Family
BAKER LA 70714 Single Family
SPRING TX 77388 PUD
DETROIT MI 48223 Single Family
MOUNT PLEASANT SC 29466 PUD
PHILADELPHIA PA 19121 Single Family
MIAMI FL 33178 Condominium
WEST PALM BEACH FL 33411 PUD
RIDGEWOOD NY 11385 2-4 Family
SAN DIEGO CA 92101 Condominium
ROWLAND HEIGHTS CA 91748 Single Family
VIRGINIA BEACH VA 23456 Single Family
NEW ORLEANS LA 70114 Single Family
PALOS HILLS IL 60465 Condominium
NEW ORLEANS LA 70130 Condominium
MIAMI FL 33015 Condominium
CHICAGO IL 60651 Single Family
OLYMPIA FIELDS IL 60461 Single Family
JACKSONVILLE FL 32211 Single Family
RALEIGH NC 27610 Single Family
CHICAGO IL 60636 Single Family
ROUND LAKE IL 60073 PUD
BRENTWOOD CA 94513 Single Family
WILMINGTON NC 28403 Condominium
PERRIS CA 92570 Single Family
COLUMBIA MD 21046 PUD
LAS VEGAS NV 89135 PUD
BALTIMORE MD 21217 Condominium
COVINGTON KY 41011 Single Family
CHICAGO IL 60657 2-4 Family
GALESVILLE MD 20765 Single Family
MIAMI FL 33137 Condominium
LAFAYETTE LA 70508 Single Family
SPANISH FORK UT 84660 Single Family
PAINESVILLE OH 44077 Single Family
NORTH WILDWOOD NJ 8260 2-4 Family
BLAUVELT NY 10913 Single Family
RESTON VA 20190 Condominium
CHATTANOOGA TN 37421 Single Family
RANCHO PALOS VERDES CA 90275 Single Family
EUGENE OR 97408 Single Family
HARTFORD WI 53027 Single Family
JOLIET IL 60435 2-4 Family
COCONUT GROVE FL 33133 Single Family
BERKELEY CA 94704 2-4 Family
SEDRO WOOLLEY WA 98284 Single Family
MANSFIELD OH 44906 Single Family
CHICAGO IL 60645 Condominium
WHITMAN MA 2382 Single Family
BOZEMAN MT 59718 Single Family
SAINT LOUIS MO 63111 Single Family
HOUSTON TX 77012 2-4 Family
URBANA OH 43078 Single Family
SEATTLE WA 98102 Condominium
WILDOMAR CA 92595 PUD
OAKLAND OR 97462 Single Family
ORLANDO FL 32818 PUD
MARATHON FL 33050 2-4 Family
FAR ROCKAWAY NY 11691 2-4 Family
IRVINGTON NJ 7111 2-4 Family
SAN DIEGO CA 92102 2-4 Family
FORT LAUDERDALE FL 33301 Hi-Rise Condo
FORT LAUDERDALE FL 33311 Condominium
BROOKLYN NY 11230 Single Family
LOMBARD IL 60148 Single Family
BUFFALO GROVE IL 60089 Condominium
AURORA IL 60504 Condominium
NORTHLAKE IL 60164 Single Family
ELGIN IL 60120 Single Family
MERRIMACK NH 3054 Condominium
ORANGE PARK FL 32003 PUD
ISLE OF PALMS SC 29451 PUD
PRINCETON NJ 8540 Condominium
WALESKA GA 30183 Single Family
ACWORTH GA 30101 PUD
CHARLOTTE NC 28273 Single Family
STONE MOUNTAIN GA 30088 Single Family
ROUND LAKE BEACH IL 60073 Single Family
CHARLOTTE NC 28205 Single Family
VENICE CA 90293 2-4 Family
SHASTA LAKE CA 96019 2-4 Family
CHICAGO IL 60636 Single Family
WINSTON SALEM NC 27127 Single Family
LITHONIA GA 30058 Single Family
CARROLLTON TX 75007 Single Family
WILMINGTON DE 19801 Single Family
CAPE CORAL FL 33914 Single Family
SPARTANBURG SC 29303 Single Family
PAWTUCKET RI 2861 2-4 Family
LORAIN OH 44055 Single Family
TAMARAC FL 33321 Condominium
CHICAGO IL 60645 2-4 Family
LEESBURG VA 20176 PUD
NEWTOWN PA 18940 Single Family
STONE MOUNTAIN GA 30083 2-4 Family
CARLSBAD CA 92009 Condominium
PROVIDENCE RI 2904 Single Family
ROHNERT PARK CA 94928 Single Family
DEDHAM ME 4429 Single Family
TACOMA WA 98409 Single Family
LOS ANGELES CA 90066 Single Family
SOUTH PORTLAND ME 4106 Single Family
TOBACCOVILLE NC 27050 Single Family
ENTERPRISE AL 36330 Single Family
CHESTERLAND OH 44026 Single Family
CINCINNATI OH 45207 2-4 Family
COLUMBUS OH 43203 2-4 Family
BROOKLYN NY 11211 2-4 Family
BROOKLYN NY 11208 2-4 Family
LEXINGTON KY 40504 Single Family
PURDYS NY 10578 2-4 Family
BROOMFIELD CO 80020 Single Family
GREER SC 29650 PUD
GREER SC 29650 PUD
BOCA GRANDE FL 33921 Condominium
SUN VALLEY NV 89433 PUD
DENVER CO 80231 PUD
MOBILE AL 36608 Single Family
COLUMBUS OH 43201 2-4 Family
VAIL CO 81657 Condominium
HIALEAH FL 33014 Condominium
TAMPA FL 33617 Single Family
COLUMBUS OH 43201 2-4 Family
PEORIA AZ 85383 PUD
GAINESVILLE VA 20155 PUD
PHILADELPHIA PA 19124 Single Family
ATTLEBORO MA 2703 Condominium
PHILADELPHIA PA 19124 Single Family
COLD SPRING KY 41076 Single Family
WESLEY CHAPEL FL 33543 PUD
CHARLOTTE NC 28277 PUD
PHILADELPHIA PA 19140 Single Family
OOLTEWAH TN 37363 Single Family
NEW BEDFORD MA 2746 Single Family
SHIRLEY NY 11967 Single Family
PORT ROYAL SC 29935 Condominium
GARNERVILLE NY 10923 Condominium
STONE MOUNTAIN GA 30083 Single Family
BERKLEY MI 48072 Single Family
WESTLAND MI 48186 Single Family
EVANSTON IL 60201 Single Family
MIAMI BEACH FL 33141 PUD
CINCINNATI OH 45213 Single Family
PALM BAY FL 32905 Condominium
QUEEN CREEK AZ 85243 PUD
BREAUX BRIDGE LA 70517 Single Family
PALM BAY FL 32908 Single Family
MARRERO LA 70072 Single Family
DECATUR GA 30034 Single Family
COLLEGE PARK MD 20740 Condominium
PANACEA FL 32346 Single Family
WEST PALM BEACH FL 33415 Condominium
MAGNOLIA SPRINGS AL 36555 Single Family
BALTIMORE MD 21217 Single Family
PENSACOLA FL 32505 Single Family
SPRING VALLEY NY 10977 2-4 Family
LADSON SC 29456 Single Family
NASHVILLE TN 37206 Single Family
KANNAPOLIS NC 28081 Single Family
COVENTRY RI 2816 2-4 Family
COMMERCE CITY CO 80022 PUD
PENSACOLA FL 32514 Condominium
PENSACOLA FL 32514 Condominium
WAYNE MI 48184 Single Family
COLLEGE PARK GA 30349 Single Family
HICKSVILLE NY 11801 Single Family
DACONO CO 80514 PUD
SOUTHAMPTON NY 11968 Single Family
WAYNE MI 48184 Single Family
COVINGTON KY 41011 2-4 Family
VERO BEACH FL 32960 PUD
GASTONIA NC 28052 Single Family
BOILING SPRINGS SC 29316 Single Family
CHICAGO IL 60618 2-4 Family
ST PETERSBURG FL 33701 2-4 Family
WATERBURY CT 6708 2-4 Family
AURORA CO 80013 Single Family
SAN LEANDRO CA 94577 Single Family
PALOS PARK IL 60464 Single Family
CORNELIUS NC 28031 PUD
NAPERVILLE IL 60563 Condominium
TAYLORSVILLE KY 40071 Single Family
WINSTON SALEM NC 27105 Single Family
LOS LUNAS NM 87031 Single Family
GARDEN CITY MI 48135 Single Family
BALTIMORE MD 21224 Single Family
LINCOLN CA 95648 Single Family
POWDER SPRINGS GA 30127 Single Family
BLACKLICK OH 43004 Single Family
BALTIMORE MD 21218 Single Family
WINSTON SALEM NC 27105 Single Family
MEMPHIS TN 38118 2-4 Family
SUMMERVILLE SC 29485 PUD
WINSTON SALEM NC 27101 Single Family
HAMPTON VA 23666 Single Family
CLEARWATER FL 33755 Single Family
GLOCESTER RI 2814 Single Family
PHILADELPHIA PA 19139 Single Family
SALISBURY NC 28147 PUD
SACRAMENTO CA 95831 Single Family
PHILADELPHIA PA 19132 Single Family
STATEN ISLAND NY 10305 2-4 Family
ALAMO CA 94507 Single Family
BATON ROUGE LA 70815 PUD
TALLAHASSEE FL 32303 PUD
ANDERSON SC 29621 Single Family
BIRMINGHAM AL 35208 Single Family
PORT JEFFERSON STATION NY 11776 Single Family
HOFFMAN ESTATES IL 60195 Condominium
FALLS CHURCH VA 22042 PUD
NORTHBROOK IL 60062 Single Family
CHICAGO IL 60619 2-4 Family
ROANOKE VA 24015 2-4 Family
PARKLAND FL 33067 Single Family
HARVEY LA 70058 Single Family
LA QUINTA CA 92253 PUD
BATON ROUGE LA 70815 Single Family
ATLANTA GA 30319 Single Family
BOYNTON BEACH FL 33436 Condominium
CHICAGO IL 60647 Condominium
MIAMI FL 33186 Single Family
CHICAGO IL 60647 Condominium
MARGATE FL 33063 Condominium
SANDY UT 84093 Single Family
WASHINGTON DC 20002 2-4 Family
GALLATIN TN 37066 Single Family
CHESAPEAKE BEACH MD 20732 Single Family
KISSIMMEE FL 34747 PUD
WINSTON SALEM NC 27107 Single Family
MONTGOMERY IL 60538 PUD
DALLAS TX 75241 Single Family
DES PLAINES IL 60016 Condominium
OYSTER BAY NY 11771 2-4 Family
ATLANTA GA 30328 Condominium
CHICAGO IL 60636 2-4 Family
EAST HAMPTON NY 11937 Single Family
MANCHESTER NH 3103 Single Family
CARMEL NY 10512 2-4 Family
PALM BEACH FL 33480 Single Family
SPRINGFIELD MA 1108 2-4 Family
MESA AZ 85201 PUD
Fort Lauderdale FL 33301 Single Family
KISSIMMEE FL 34758 PUD
WILLOUGHBY OH 44094 Single Family
Lafayette Hill PA 19444 Single Family
East Hampton NY 11937 Single Family
Alexandria VA 22312 PUD
Los Angeles CA 90002 Single Family
Montgomery AL 36116 Single Family
TUPELO MS 38804 Single Family
MOUNT VERNON NY 10552 Single Family
Charlotte NC 28277 Single Family
TUCSON AZ 85757 PUD
Auburn Hills MI 48326 Single Family
SILVER SPRING MD 20906 Condominium
LOUISVILLE KY 40245 Single Family
SAINT LOUIS MO 63118 2-4 Family
NASHVILLE TN 37203 Condominium
SAINT LOUIS MO 63118 2-4 Family
SAINT LOUIS MO 63118 2-4 Family
SHERWOOD OR 97140 Single Family
SAINT LOUIS MO 63118 2-4 Family
WAXHAW NC 28173 PUD
MORENO VALLEY CA 92553 Single Family
ANDERSON SC 29621 Single Family
TOPEKA KS 66605 2-4 Family
ANDERSON SC 29621 Single Family
HATTIESBURG MS 39401 Single Family
MOUNT AIRY MD 21771 Single Family
LEXINGTON KY 40502 Single Family
LEXINGTON KY 40503 Single Family
RALEIGH NC 27610 Single Family
RALEIGH NC 27610 Single Family
CROWN POINT IN 46307 Single Family
RALEIGH NC 27610 Single Family
DENVER CO 80234 PUD
CHICAGO IL 60647 Single Family
WOODBRIDGE VA 22191 PUD
FORT COLLINS CO 80521 Single Family
SAN RAFAEL CA 94903 Single Family
HIGH POINT NC 27260 Single Family
HUNTINGTON BEACH CA 92646 Condominium
CHICAGO IL 60639 Single Family
DENVER CO 80123 Condominium
ELMHURST NY 11373 2-4 Family
KISSIMMEE FL 34744 Single Family
OAKLAND CA 94603 Single Family
RALEIGH NC 27615 Single Family
HIGH POINT NC 27260 Single Family
TOPEKA KS 66605 2-4 Family
NAGS HEAD NC 27959 Condominium
LYNN MA 1902 Single Family
SACRAMENTO CA 95820 Single Family
NEW ORLEANS LA 70119 2-4 Family
FALLON NV 89406 Single Family
GAITHERSBURG MD 20879 PUD
SALT LAKE CITY UT 84118 Single Family
CHARLOTTESVILLE VA 22901 Single Family
EAST FALMOUTH MA 2536 Single Family
MINNEAPOLIS MN 55407 2-4 Family
DETROIT MI 48219 Single Family
CHESAPEAKE VA 23323 Single Family
RIDGEWOOD NY 11385 2-4 Family
BROOKLYN NY 11221 2-4 Family
SARASOTA FL 34236 Single Family
Terrell TX 75160 PUD
Terrell TX 75160 PUD
Fort Worth TX 76177 Single Family
Fresno TX 77545 Single Family
Spring TX 77379 Single Family
Memphis TN 38111 Single Family
Terrell TX 75160 PUD
Terrell TX 75160 PUD
Plano IL 60545 Single Family
Athens TX 75751 Single Family
Washington MO 63090 Single Family
Crowley TX 76036 PUD
Missouri City TX 77459 PUD
Island Park ID 83429 Single Family
Broken Arrow OK 74012 Single Family
Aylett VA 23009 Single Family
WALPOLE MA 2081 Single Family
AGOURA HILLS CA 91301 Single Family
LAWRENCEVILLE GA 30047 Single Family
TUCSON AZ 85750 Single Family
NEWPORT NC 28570 PUD
CANTON MA 2021 Single Family
FORT MYERS FL 33901 Single Family
Worcester MA 1603 2-4 Family
MINNEAPOLIS MN 55430 Single Family
GILBERTSVILLE PA 19525 PUD
REDONDO BEACH CA 90277 Single Family
Fort Myers FL 33901 Condominium
HILLSIDE NJ 7205 Single Family
Norwich CT 6360 2-4 Family
HARRISBURG PA 17111 Single Family
GAINESVILLE GA 30506 PUD
PORT RICHEY FL 34668 Single Family
LLANO AREA CA 93544 Single Family
COLORADO CITY TX 79512 Single Family
YUMA AZ 85367 Single Family
SAN ANTONIO TX 78250 Single Family
SAN DIEGO CA 92124 PUD
MISSION TX 78574 Single Family
BRUNSWICK HILLS OH 44212 PUD
YPSILANTI MI 48197 Condominium
OAK GROVE KY 43362 Single Family
NASHVILLE TN 37211 Single Family
CAPE CORAL FL 33914 Single Family
CONCORD CA 94521 Single Family
JACKSONVILLE FL 32224 Single Family
HENDERSON NV 89044 PUD
BRUNSWICK OH 44212 Single Family
DALLAS TX 75227 Single Family
DALLAS TX 75227 Single Family
EAST MORICHES NY 11940 Single Family
Cedar Hill TX 75104 Single Family
Dothan AL 36303 Single Family
Valley Village CA 91607 Single Family
Albany NY 12206 2-4 Family
Albany NY 12206 2-4 Family
Baltimore MD 21223 Single Family
Hitchcock OK 73744 Single Family
Oak Leaf TX 75154 Single Family
Calexico CA 92231 Single Family
HOUSTON TX 77044 PUD
HUMBLE TX 77338 Single Family
Circle Pines MN 55014 Townhouse
KATY TX 77449 PUD
Sunrise FL 33313 2-4 Family
CHARLOTTE NC 28269 PUD
Dallas TX 75215 Single Family
El Monte CA 91732 PUD
Charlotte NC 28216 Single Family
WINDSOR CA 95492 Single Family
Stafford VA 22554 Condominium
Waterville Valley NH 3215 Single Family
Granada Hills CA 91344 2-4 Family
Maumelle AR 72113 Single Family
Highland CA 92346 Single Family
BALTIMORE MD 21214 2-4 Family
Falls Church VA 22044 Condominium
Canton TX 75103 Single Family
Plano TX 75025 Single Family
Spring TX 77388 PUD
Minneapolis MN 55410 Single Family
Minneapolis MN 55417 Single Family
Saint Paul MN 55102 Single Family
Miami FL 33156 Single Family
DENTON TX 76209 Single Family
GAINESVILLE TX 76240 Single Family
HUNTSVILLE TX 77340 PUD
DENTON TX 76207 PUD
DALLAS TX 75235 Condominium
Maywood IL 60153 Single Family
Tyler TX 75701 Single Family
Jefferson GA 30549 Single Family
JACKSONVILLE FL 32208 Single Family
Phoenixville PA 19460 Townhouse
TYLER TX 75701 Single Family
HOUSTON TX 77066 Single Family
Royal Oak MI 48073 Single Family
Hightstown NJ 8520 Single Family
Belton TX 76513 Single Family
Ellicott City MD 21043 PUD
Paterson NJ 7522 2-4 Family
MANASSAS VA 20109 Single Family
Springfield VA 22153 PUD
INDIANAPOLIS IN 46218 Single Family
INDIANAPOLIS IN 46222 PUD
LOUISVILLE KY 40229 Single Family
CONVERSE TX 78109 PUD
Austin TX 78758 Single Family
CHARLOTTE NC 28215 Condominium
CHANNELVIEW TX 77530 Single Family
HOUSTON TX 77041 Single Family
AUSTIN TX 78721 Single Family
Aurora IL 60505 Single Family
Saint Louis MO 63113 2-4 Family
KATY TX 77494 PUD
MOUNT CARMEL TN 37645 Single Family
LAKE JACKSON TX 77566 PUD
Cambridge MA 2138 2-4 Family
FORTH WORTH TX 76248 PUD
Houston TX 77066 PUD
AUSTIN TX 78744 2-4 Family
Lubbock TX 79401 Single Family
DALLAS TX 75217 Single Family
LOS ANGELES CA 90016 2-4 Family
HOUSTON TX 77074 Single Family
FORT WORTH TX 76137 Single Family
Longport NJ 8403 Single Family
Providence RI 2908 2-4 Family
Edgewater MD 21037 Single Family
DELMAR DE 19940 Single Family
Memphis TN 38126 2-4 Family
ELIZABETHTON TN 37643 Single Family
PITTSBURGH PA 15216 2-4 Family
Carlisle PA 17013 Single Family
LANSING MI 48910 Single Family
LANSING MI 48906 Single Family
MCKNIGHTSTOWN PA 17343 Single Family
ABBOTTSTOWN PA 17301 Single Family
LOCKPORT IL 60441 Single Family
New Hope PA 18938 Single Family
GETTYSBURG PA 17325 Single Family
SALISBURY MD 21801 Single Family
KNOXVILLE TN 37917 2-4 Family
KISSIMMEE FL 34759 PUD
Lothian MD 20711 Single Family
Philadelphia PA 19139 Townhouse
Philadelphia PA 19104 Single Family
Temple Hills MD 20748 Single Family
Sevierville TN 37876 Single Family
Curtis Bay MD 21226 Condominium
Nashua NH 3063 Condominium
Brookline NH 3033 Single Family
Bronx NY 10469 2-4 Family
Naples FL 34117 Single Family
Saint Francis WI 53235 Single Family
Coon Rapids MN 55448 Single Family
Columbia Heights MN 55421 2-4 Family
Louisville KY 40228 Single Family
Katy TX 77449 PUD
Oneonta AL 35121 Single Family
PEARLAND TX 77584 PUD
De Soto TX 75115 PUD
Houston TX 77044 PUD
Cleveland AR 72030 Single Family
SAN BERNARDINO CA 92405 2-4 Family
SAN BERNARDINO CA 92404 2-4 Family
Dallas TX 75216 Single Family
San Antonio TX 78227 Single Family
Laguna Vista TX 78578 Single Family
Mansfield TX 76063 Single Family
Mesquite TX 75150 Single Family
Lake Jackson TX 77566 Single Family
Houston TX 77095 PUD
Corpus Christi TX 78415 Single Family
FENWICK ISLAND DE 19944 Single Family
LAFAYETTE LA 70506 2-4 Family
MALIBU CA 90265 Single Family
IRVINE CA 92620 Single Family
TYLER TX 75701 2-4 Family
MONTGOMERY TX 77316 Single Family
GARLAND TX 75042 Single Family
Garland TX 75040 Single Family
FARMERSVILLE TX 75442 Single Family
GILBERT AZ 85233 PUD
San Francisco CA 94108 Condominium
FORT MEYERS FL 33931 Single Family
Lorton VA 22079 Condominium
UNIONVILLE PA 19317 2-4 Family
Dover DE 19904 Single Family
Aldan PA 19018 Single Family
Newtown PA 18940 PUD
Pennsauken NJ 8110 Single Family
YUCCA VALLEY CA 92284 Single Family
TAVARES FL 32778 Condominium
ABERDEEN NC 28315 2-4 Family
WALDEN NY 12586 2-4 Family
FALL RIVER MA 2724 2-4 Family
BONITA SPRINGS FL 34135 Condominium
ISSAQUAH WA 98029 PUD
MISSOURI CITY TX 77489 PUD
IDAHO FALLS ID 83401 2-4 Family
MEDINA OH 44256 Single Family
SNOHOMISH WA 98290 PUD
SEATTLE WA 98122 Single Family
THOMASTON GA 30286 Single Family
MOORESVILLE NC 28115 PUD
THOMASTON GA 30286 Single Family
SAN ANTONIO TX 78216 PUD
RENO NV 89512 Single Family
NORTH AURORA IL 60542 Single Family
SPOKANE WA 99203 Single Family
DICKINSON TX 77539 Single Family
SYRACUSE NY 13208 Single Family
MOUNT SINAI NY 11766 PUD
SPRINGFIELD MA 1109 2-4 Family
SPRINGFIELD MA 1109 2-4 Family
SYRACUSE NY 13207 2-4 Family
CATHEDRAL CITY CA 92234 Single Family
RIVERDALE GA 30274 PUD
PHILADELPHIA PA 19124 2-4 Family
ATLANTA GA 30318 Single Family
MIAMI FL 33176 Condominium
HIDDEN VALLEY PA 15502 Single Family
BALTIMORE OH 43105 2-4 Family
BRONX NY 10456 2-4 Family
BROOKLYN NY 11222 2-4 Family
WOOD DALE IL 60191 Single Family
CORAL SPRINGS FL 33065 Condominium
COVINGTON LA 70433 Single Family
JAMAICA NY 11433 2-4 Family
DALLAS TX 75240 Single Family
GERMANTOWN MD 20874 Condominium
HALETHORPE MD 21227 Single Family
OSPREY FL 34229 PUD
LAS VEGAS NV 89141 Single Family
PACOLET SC 29372 Single Family
FRANKLINTON LA 70438 Single Family
FOUNTAIN HILLS AZ 85268 PUD
PIKESVILLE MD 21208 Single Family
NORTHAMPTON MA 1062 2-4 Family
MENIFEE CA 92584 Single Family
SPOKANE VALLEY WA 99206 Single Family
YOUNGSTOWN FL 32466 Single Family
NORTHBROOK IL 60062 Single Family
WALDORF MD 20603 Single Family
SEFFNER FL 33584 Single Family
MANDEVILLE LA 70471 PUD
CARLSBAD CA 92009 Condominium
LAUDERDALE LAKES FL 33311 Condominium
GULFPORT MS 39501 Single Family
MIAMI FL 33143 Single Family
LAUDERDALE LAKES FL 33311 Condominium
TAMPA FL 33612 Single Family
COLUMBIA FALLS MT 59912 Single Family
FULTON MD 20759 PUD
LAUDERDALE LAKES FL 33311 Condominium
MENTOR OH 44060 Single Family
BRANDON MS 39047 Single Family
ALVA FL 33920 Single Family
WILTON CA 95693 Single Family
GRANTS PASS OR 97527 Single Family
LOUISVILLE KY 40212 Single Family
CHELSEA AL 35043 PUD
MCHENRY IL 60050 Single Family
CALIMESA CA 92320 Single Family
HAMMOND IN 46323 Single Family
CHOCTAW OK 73020 Single Family
LODI CA 95240 Single Family
LAS VEGAS NV 89110 Single Family
MIAMI FL 33173 Condominium
UNIVERSITY PLACE WA 98466 Single Family
BEAVERCREEK OR 97004 Single Family
KINGSTON GA 30145 Single Family
SAN JUAN CAPISTRANO CA 92675 Single Family
CHICAGO IL 60651 2-4 Family
BOYNE CITY MI 49712 2-4 Family
PAWLEYS ISLAND SC 29585 Single Family
GRETNA LA 70056 2-4 Family
GRETNA LA 70056 2-4 Family
HIALEAH FL 33016 Condominium
RIVERDALE IL 60827 Single Family
CAPTIVA FL 33924 PUD
TOLEDO OH 43608 Single Family
TAMPA FL 33604 Single Family
MARKHAM IL 60428 Single Family
MAGNOLIA TX 77354 PUD
WASHINGTON DC 20017 2-4 Family
BREMERTON WA 98310 2-4 Family
MONTGOMERY AL 36104 Single Family
MIAMI FL 33135 2-4 Family
HEMET CA 92545 Single Family
CHARDON OH 44024 Single Family
THOMASTON GA 30286 Single Family
LOUISVILLE KY 40229 Single Family
NORTH LAS VEGAS NV 89031 PUD
BOSTON MA 2124 2-4 Family
FRIENDSWOOD TX 77546 Single Family
LAKE WALES FL 33859 PUD
HUTTO TX 78634 PUD
CHICAGO IL 60649 Condominium
MANDEVILLE LA 70448 Single Family
FLORENCE MS 39073 Single Family
SAN BERNARDINO CA 92407 Condominium
ASHEVILLE NC 28801 Single Family
COACHELLA CA 92236 Single Family
FLORENCE SC 29501 2-4 Family
FLATWOODS KY 41139 Single Family
SEATTLE WA 98133 Single Family
SAN RAMON CA 94582 Single Family
BOSTON MA 2124 2-4 Family
PITTSBURG TX 75686 Single Family
COLUMBUS OH 43202 Single Family
HATTIESBURG MS 39402 Single Family
PHOENIX AZ 85020 Condominium
GREER SC 29650 PUD
SPRINGFIELD OR 97477 Single Family
PITTSBURG CA 94565 Single Family
RANDALLSTOWN MD 21133 PUD
MISSION KS 66202 Single Family
POLLOCK PINES CA 95726 Single Family
FORT MOHAVE AZ 86426 Single Family
WELCH MN 55089 Single Family
CARBONDALE IL 62901 Single Family
FORT MOHAVE AZ 86426 Single Family
GREER SC 29650 PUD
SAN BERNARDINO CA 92404 Single Family
SARASOTA FL 34234 Single Family
HOPEWELL JUNCTION NY 12533 Single Family
CHARLOTTE NC 28208 Single Family
SARASOTA FL 34234 2-4 Family
KENSINGTON MD 20895 Single Family
BEAVERTON OR 97006 Single Family
PUTNAM CT 6260 2-4 Family
ORLANDO FL 32811 Condominium
SARASOTA FL 34234 2-4 Family
EVERETT WA 98208 Single Family
DECATUR GA 30030 Condominium
GREENSBORO NC 27406 Single Family
CHICAGO IL 60629 2-4 Family
JACKSONVILLE FL 32209 Single Family
MANDEVILLE LA 70448 PUD
PAINESVILLE OH 44077 Condominium
JACKSONVILLE FL 32207 Single Family
JONESBORO GA 30236 PUD
WOODLAKE CA 93286 2-4 Family
COVINGTON LA 70433 Single Family
STREETSBORO OH 44241 PUD
ERIE CO 80516 PUD
FLORENCE SC 29501 Single Family
SPRING TX 77386 PUD
OAKDALE CA 95361 Single Family
MOUNT JULIET TN 37122 PUD
PEORIA AZ 85382 PUD
FLORENCE SC 29501 2-4 Family
RALEIGH NC 27610 Single Family
SPRINGFIELD LA 70462 Single Family
FOUNTAIN INN SC 29644 Single Family
MIAMI FL 33015 Condominium
PROVO UT 84606 Condominium
FLORENCE SC 29501 2-4 Family
DAVENPORT FL 33837 Single Family
BAKERSFIELD CA 93305 Single Family
WASHINGTON DC 20032 2-4 Family
FLORENCE SC 29501 2-4 Family
CHESTER PA 19013 Single Family
BREAUX BRIDGE LA 70517 Single Family
IRVINGTON NJ 7111 Single Family
FLORISSANT MO 63031 2-4 Family
KILL DEVIL HILLS NC 27948 Single Family
SUNRISE BEACH MO 65079 Single Family
FLORENCE SC 29501 2-4 Family
WHITE HALL MD 21161 Single Family
BATON ROUGE LA 70814 Single Family
OLD HICKORY TN 37138 Single Family
JOPLIN MO 64801 Single Family
SANDY UT 84092 PUD
PORT SAINT LUCIE FL 34953 Single Family
KANSAS CITY KS 66102 Single Family
SACRAMENTO CA 95821 Single Family
WARREN NJ 7059 Single Family
KENT WA 98030 Single Family
GREENVILLE IL 62246 Single Family
HOMEWOOD CA 96141 Single Family
MESA AZ 85207 PUD
HUNTINGTON BEACH CA 92648 Single Family
FREDERICK CO 80530 Single Family
SOUTH LAKE TAHOE CA 96150 Single Family
CORAL SPRINGS FL 33071 Condominium
CTY OF CMMRCE CA 90040 2-4 Family
SAN DIEGO CA 92129 Single Family
HAMPTON GA 30228 Single Family
MIAMI FL 33142 2-4 Family
SCHENECTADY NY 12308 2-4 Family
LOS ANGELES CA 90032 Single Family
LAFAYETTE LA 70501 PUD
ELK GROVE CA 95758 Single Family
NEWPORT NEWS VA 23607 Single Family
CLEARWATER FL 33759 Condominium
PORTSMOUTH VA 23704 Single Family
AVON CO 81620 Condominium
HOLLYWOOD FL 33020 2-4 Family
WEST LEBANON NH 3784 Single Family
TOLEDO OH 43608 Single Family
GAUTIER MS 39553 Single Family
MIAMI FL 33167 Single Family
CANTON GA 30114 PUD
BUSHKILL PA 18324 PUD
MANDEVILLE LA 70448 Single Family
RICHARDSON TX 75080 Single Family
ACTON MA 1720 Condominium
AUBURN NY 13021 Single Family
MOUNT JULIET TN 37122 PUD
ROCKVILLE MD 20852 Condominium
AURORA CO 80017 Condominium
SALT LAKE CITY UT 84115 Single Family
Clarkston MI 48348 Condominium
Ferndale MI 48220 Single Family
CITY1 CURRENT_GROSS_COUPON SERV_FEE LPMI
---------------------------------------------------------------------------------
SHREWSBURY 6.6250 0.2500 0.0000
UPLAND 7.0000 0.2500 0.0000
WRIGHTWOOD 7.0000 0.2500 0.0000
RALEIGH 8.5000 0.2500 0.0000
MAGALIA 6.2500 0.2500 0.0000
Lilburn 7.6250 0.2500 0.0000
EVANS 6.5000 0.2500 0.0000
FRESNO 6.8750 0.2500 0.0000
HILLSBORO 7.7500 0.2500 0.0000
IRVING 6.7500 0.2500 0.0000
NORTH LAS VEGAS 6.8750 0.2500 0.0000
Spring Hill 8.1250 0.2500 0.0000
NORTH PORT 6.8750 0.2500 0.0000
Union City 7.1250 0.2500 0.0000
NAMPA 7.2500 0.2500 0.0000
PATERSON 8.1250 0.2500 0.0000
WOODSTOCK 7.7500 0.2500 0.0000
Midlothian 6.3750 0.2500 0.0000
Suprise 7.8750 0.2500 0.0000
Phoenix 8.5000 0.2500 0.0000
Las Vegas 6.2500 0.2500 0.0000
TOMBALL 8.0000 0.2500 0.0000
Lahaina 6.6250 0.2500 0.0000
CYPRESS 7.6250 0.2500 0.0000
Rowland Heights 6.5000 0.2500 0.0000
Tucson 7.1250 0.2500 0.0000
Scottsdale 6.2500 0.2500 0.0000
Gaithersburg 8.2500 0.2500 0.0000
Area of Duarte 7.0000 0.2500 0.0000
Hutchinson 8.2500 0.2500 0.0000
Sanger 6.6250 0.2500 0.0000
Trenton 6.5000 0.2500 0.0000
Los Angeles 6.3750 0.2500 0.0000
Riverdale 7.5000 0.2500 0.0000
Henrietta 6.5000 0.2500 0.0000
Round Rock 6.8750 0.2500 0.0000
TULARE 6.7500 0.2500 0.0000
LOUISVILLE 7.3750 0.2500 0.0000
SANTA ANA 8.3750 0.2500 0.0000
jonesboro 6.6250 0.2500 0.0000
Mitchellville 8.5000 0.2500 0.0000
Chaska 7.2500 0.2500 0.0000
Fairfield 7.6250 0.2500 0.0000
Tucson 7.8750 0.2500 0.0000
Willow Spring 8.0000 0.2500 0.0000
Cypress 6.8750 0.2500 0.0000
PEORIA 6.7500 0.2500 0.0000
Dallas 7.5000 0.2500 0.0000
McDOnough 7.0000 0.2500 0.0000
ROCKMART 7.6250 0.2500 0.0000
LOS ANGELES 6.5000 0.2500 0.0000
FRIDLEY 7.1250 0.2500 0.0000
Hammond 8.2500 0.2500 0.0000
Cincinnati 7.5000 0.2500 0.0000
LAS VEGAS 6.5000 0.2500 0.0000
Colorado Springs 6.8750 0.2500 0.0000
Burns Township 7.0000 0.2500 0.0000
CHARLOTTE 7.2500 0.2500 0.0000
MCDONOUGH 8.0000 0.2500 0.0000
RYDAL 6.7500 0.2500 0.0000
RIVERDALE 6.8750 0.2500 0.0000
MCDONOUGH 7.0000 0.2500 0.0000
Westlake Village 7.6250 0.2500 0.0000
Berkley 6.5000 0.2500 0.0000
San Antonio 7.5000 0.2500 0.0000
San Leandro 6.8750 0.2500 0.0000
Norfolk 6.8750 0.2500 0.0000
Rising Sun 7.5000 0.2500 0.0000
Modesto 7.8750 0.2500 0.0000
Baltimore 8.6250 0.2500 0.0000
Baton Rouge 8.6250 0.2500 0.0000
Valley Village Area 6.5000 0.2500 0.0000
Tallahassee 7.5000 0.2500 0.0000
HUNTSVILLE 6.7500 0.2500 0.0000
Hahira 6.7500 0.2500 0.0000
Dallas 7.6250 0.2500 0.0000
Bloomfield 6.5000 0.2500 0.0000
Elizabeth 7.8750 0.2500 0.0000
Colorado Springs 6.3750 0.2500 0.0000
Huntington Beach 7.1250 0.2500 0.0000
Rockland 7.7500 0.2500 0.0000
Gilbert 8.3750 0.2500 0.0000
RIALTO 7.3750 0.2500 0.0000
San Antonio 6.5000 0.2500 0.0000
KISSIMMEE 7.6250 0.2500 0.0000
SACRAMENTO 6.7500 0.2500 0.0000
Georgetown 6.8750 0.2500 0.0000
TROY 7.6250 0.2500 0.0000
WESTFIELD 6.8750 0.2500 0.0000
LAKE ELSINORE 7.3750 0.2500 0.0000
KISSIMMEE 7.8750 0.2500 0.0000
ORLANDO 8.5000 0.2500 0.0000
Surprise 7.2500 0.2500 0.0000
Greensburg 6.8750 0.2500 0.0000
Mcdonough 8.0000 0.2500 0.0000
PALM DESERT 7.5000 0.2500 0.0000
CHULA VISTA 6.7500 0.2500 0.0000
Glendale 7.2500 0.2500 0.0000
Temple 8.6250 0.2500 0.0000
College Station 6.5000 0.2500 0.0000
MISSOURI CITY 7.7500 0.2500 0.0000
OCEAN CITY 7.2500 0.2500 0.0000
Tomball 7.8750 0.2500 0.0000
Valdosta 8.2500 0.2500 0.0000
Arlington 7.2500 0.2500 0.0000
Van Nuys 6.7500 0.2500 0.0000
DOUGLASVILLE 8.1250 0.2500 0.0000
Hinesville 7.2500 0.2500 0.0000
CONYERS 7.2500 0.2500 0.0000
CHARLOTTE 8.3750 0.2500 0.0000
Peroia 6.7500 0.2500 0.0000
Los Lunas 7.0000 0.2500 0.0000
Charlotte 7.5000 0.2500 0.0000
WASHINGTON 8.6250 0.2500 0.0000
Riverdale 7.8750 0.2500 0.0000
LOMITA 6.6250 0.2500 0.0000
CARTERSVILLE 7.5000 0.2500 0.0000
Grand Junction 7.5000 0.2500 0.0000
Scottdale 7.1250 0.2500 0.0000
Valdosta 7.5000 0.2500 0.0000
Queen Creek 6.8750 0.2500 0.0000
Gilbert 7.1250 0.2500 0.0000
SOMERTON 7.3750 0.2500 0.0000
Dundalk 7.7500 0.2500 0.0000
Clinton 7.5000 0.2500 0.0000
Glen Burnie 6.3750 0.2500 0.0000
Coral Springs 6.3750 0.2500 0.0000
COVINGTON 7.6250 0.2500 0.0000
HUXLEY 7.3750 0.2500 0.0000
CHESAPEAKE 7.8750 0.2500 0.0000
Center Point 7.3750 0.2500 0.0000
Waldorf 6.0000 0.2500 0.0000
Upper Marlboro 7.3750 0.2500 0.0000
DECATUR 8.0000 0.2500 0.0000
AUSTELL 6.8750 0.2500 0.0000
Cape Charles 6.3750 0.2500 0.0000
Charlotte 6.5000 0.2500 0.0000
Tulare 8.3750 0.2500 0.0000
Madison 7.5000 0.2500 0.0000
Ocoee 6.7500 0.2500 0.0000
Kendall Park 7.2500 0.2500 0.0000
Bryan 7.8750 0.2500 0.0000
West Valley City 7.0000 0.2500 0.0000
Tavares 7.0000 0.2500 0.0000
Panama City Beach 7.5000 0.2500 0.0000
PIQUA 7.2500 0.2500 0.0000
San Jose 6.2500 0.2500 0.0000
SHOREHAM 6.5000 0.2500 0.0000
Kingston 6.8750 0.2500 0.0000
Miami 7.1250 0.2500 0.0000
Olathe 7.5000 0.2500 0.0000
BUCKEYE 7.6250 0.2500 0.0000
Fort Myers 7.1250 0.2500 0.0000
Cape Coral 6.8750 0.2500 0.0000
BRIDGEWATER 6.8750 0.2500 0.0000
TAMPA 6.7500 0.2500 0.0000
BAKERSFIELD 6.8750 0.2500 0.0000
Cape Coral 7.0000 0.2500 0.0000
San Marcos 7.2500 0.2500 0.0000
CIBOLO 7.2500 0.2500 0.0000
De Soto 7.5000 0.2500 0.0000
POWAY 6.5000 0.2500 0.0000
BOUND BROOK 6.8750 0.2500 0.0000
Clearwater 6.6250 0.2500 0.0000
PHOENIXVILLE 7.6250 0.2500 0.0000
Frisco 7.7500 0.2500 0.0000
FREDERICKSBURG 6.6250 0.2500 0.0000
New Albany 6.2500 0.2500 0.0000
CINCINNATI 9.7500 0.2500 0.0000
SPOTSYLVANIA 7.5000 0.2500 0.0000
POTTSTOWN 7.6250 0.2500 0.0000
CONROE 7.0000 0.2500 0.0000
PHOENIXVILLE 7.6250 0.2500 0.0000
BELLEVUE 6.5000 0.2500 0.0000
UNION BRIDGE 7.0000 0.2500 0.0000
Baltimore 7.3750 0.2500 0.0000
RIO RANCHO 7.2500 0.2500 0.0000
NEW OXFORD 6.6250 0.2500 0.0000
FREDERICKSBURG 6.5000 0.2500 0.0000
Roosevelt 7.8750 0.2500 0.0000
Orem 7.2500 0.2500 0.0000
Anamosa 7.2500 0.2500 0.0000
BALDWIN PARK 6.8750 0.2500 0.0000
NOVI 7.0000 0.2500 0.0000
North Webster 7.7500 0.2500 0.0000
LORTON 6.8750 0.2500 0.0000
BOISE 6.5000 0.2500 0.0000
CARTERSVILLE 7.5000 0.2500 0.0000
ELKHART 6.7500 0.2500 0.0000
Wyandotte 8.1250 0.2500 0.0000
SHAKER HEIGHTS 7.7500 0.2500 0.0000
HATTIESBURG 7.5000 0.2500 0.0000
AUSTELL 8.2500 0.2500 0.0000
Long Beach 6.2500 0.2500 0.0000
College Park 6.2500 0.2500 0.0000
Baltimore 6.8750 0.2500 0.0000
VILLA RICA 7.1250 0.2500 0.0000
Sugar Land 8.2500 0.2500 0.0000
East Orange 8.5000 0.2500 0.0000
OKLAHOMA CITY 6.7500 0.2500 0.0000
ROCKMART 7.1250 0.2500 0.0000
CIBOLO 7.2500 0.2500 0.0000
MONROE 7.3750 0.2500 0.0000
WOODBURN 7.0000 0.2500 0.0000
ROCKVILLE 7.2500 0.2500 0.0000
Sterling 7.5000 0.2500 0.0000
ELLICOTT CITY 7.7500 0.2500 0.0000
Centreville 7.5000 0.2500 0.0000
Aurora 7.0000 0.2500 0.0000
HAMILTON 8.8750 0.2500 0.0000
MEDFORD 7.5000 0.2500 0.0000
DUNDALK 6.7500 0.2500 0.0000
MILWAUKEE 7.6250 0.2500 0.0000
SCOTTSDALE 7.0000 0.2500 0.0000
SUMTER 6.8750 0.2500 0.0000
GERMANTOWN 7.5000 0.2500 0.0000
SILVER SPRING 7.3750 0.2500 0.0000
HOUSTON 7.8750 0.2500 0.0000
CAPE CORAL 7.5000 0.2500 0.0000
ANTHEM 6.6250 0.2500 0.0000
Newark 6.7500 0.2500 0.0000
Meridian 7.7500 0.2500 0.0000
Havelock 7.2500 0.2500 0.0000
Port Saint Lucie 7.8750 0.2500 0.0000
Denver 7.1250 0.2500 0.0000
REDMOND 7.3750 0.2500 0.0000
ST. JAMES 6.3750 0.2500 0.0000
ALEXANDRIA 6.7500 0.2500 0.0000
Gilbert 7.5000 0.2500 0.0000
KANSAS CITY 8.6250 0.2500 0.0000
GARDEN CITY PARK 6.5000 0.2500 0.0000
NORFOLK 8.0000 0.2500 0.0000
OCEAN VIEW 7.2500 0.2500 0.0000
Salem 7.7500 0.2500 0.0000
Spokane Valley 7.7500 0.2500 0.0000
Tallahassee 8.3750 0.2500 0.0000
Miami 7.2500 0.2500 0.0000
Scottsdale 7.2500 0.2500 0.0000
EAST WILLISTON 6.8750 0.2500 0.0000
BAKERSFIELD 8.0000 0.2500 0.0000
FOUNTAIN 6.8750 0.2500 0.0000
KALAMAZOO 7.7500 0.2500 0.0000
STOCKTON 6.6250 0.2500 0.0000
Milford 6.6250 0.2500 0.0000
SEVERNA PARK 7.7500 0.2500 0.0000
FREDERICK 8.0000 0.2500 0.0000
TUCSON 7.8750 0.2500 0.0000
Beltsville 7.2500 0.2500 0.0000
Long Beach 6.8750 0.2500 0.0000
Gloucester City 7.7500 0.2500 0.0000
Oakland 8.0000 0.2500 0.0000
BAKERSFIELD 7.7500 0.2500 0.0000
DECATUR 6.8750 0.2500 0.0000
LITITZ 6.8750 0.2500 0.0000
LACEY 7.1250 0.2500 0.0000
TAVERNIER 7.5000 0.2500 0.0000
BALTIMORE 7.5000 0.2500 0.0000
Woodbridge 7.7500 0.2500 0.0000
OLIVEHURST 6.8750 0.2500 0.0000
FRESNO 6.8750 0.2500 0.0000
Saint Ann 8.6250 0.2500 0.0000
PHOENIX 6.6250 0.2500 0.0000
FREDERICK 8.0000 0.2500 0.0000
Tarzana 6.8750 0.2500 0.0000
Surprise 6.8750 0.2500 0.0000
DECATUR 7.5000 0.2500 0.0000
LAUDERHILL 8.0000 0.2500 0.0000
DEERFIELD 6.8750 0.2500 0.0000
Gilbert 7.6250 0.2500 0.0000
GAMBRILLS 7.5000 0.2500 0.0000
Imperial Beach 6.7500 0.2500 0.0000
FATE 7.6250 0.2500 0.0000
Lees Summit 7.7500 0.2500 0.0000
OLYMPIA 7.6250 0.2500 0.0000
FORT WORTH 8.5000 0.2500 0.0000
Katy 7.0000 0.2500 0.0000
MYRTLE BEACH 6.6250 0.2500 0.0000
GAITHERSBURG 7.3750 0.2500 0.0000
Fairfax Station 6.7500 0.2500 0.0000
Huntington Beach 6.3750 0.2500 0.0000
SAN JOSE 7.0000 0.2500 0.0000
LAS VEGAS 6.8750 0.2500 0.0000
LANHAM 7.8750 0.2500 0.0000
DAVIDSONVILLE 6.5000 0.2500 0.0000
SNOHOMISH 7.0000 0.2500 0.0000
FREDERICK 6.7500 0.2500 0.0000
BOSTON 7.6250 0.2500 0.0000
Pensacola 7.1250 0.2500 0.0000
MONROE 6.2500 0.2500 0.0000
Goodyear 7.3750 0.2500 0.0000
SANTA ANA 6.3750 0.2500 0.0000
LOUISVILLE 7.2500 0.2500 0.0000
DELMAR 7.1250 0.2500 0.0000
Punta Gorda 7.3750 0.2500 0.0000
CROSBY 6.8750 0.2500 0.0000
LEAGUE CITY 7.5000 0.2500 0.0000
PAINESVILLE 8.5000 0.2500 0.0000
BELL GARDENS 7.2500 0.2500 0.0000
COLEMAN 7.1250 0.2500 0.0000
DOVER 8.0000 0.2500 0.0000
HARVEST 9.2500 0.2500 0.0000
Boyertown 7.6250 0.2500 0.0000
Hampshire 7.3750 0.2500 0.0000
FORT WORTH 6.3750 0.2500 0.0000
Batesville 7.5000 0.2500 0.0000
TULARE 7.3750 0.2500 0.0000
GALLATIN GATEWAY 7.0000 0.2500 0.0000
FOUNTAIN HILLS 6.7500 0.2500 0.0000
FREDERICK 7.5000 0.2500 0.0000
ORLANDO 7.2500 0.2500 0.0000
ATLANTA 7.6250 0.2500 0.0000
ROSEBURG 6.7500 0.2500 0.0000
SAN ANTONIO 7.5000 0.2500 0.0000
SCOTTSDALE 8.1250 0.2500 0.0000
BARTLETT 9.1250 0.2500 0.0000
Clovis 7.2500 0.2500 0.0000
LEXINGTON 7.6250 0.2500 0.0000
San Bernardino 8.0000 0.2500 0.0000
Montgomery Village 7.1250 0.2500 0.0000
SAN ANTONIO 8.5000 0.2500 0.0000
Shady Side 7.5000 0.2500 0.0000
Lancaster 8.2500 0.2500 0.0000
riverside 6.3750 0.2500 0.0000
Idledale 6.0000 0.2500 0.0000
Mckinney 7.6250 0.2500 0.0000
Lexington 7.6250 0.2500 0.0000
Sacramento 6.7500 0.2500 0.0000
GULF SHORES 7.7500 0.2500 0.0000
Littleton 7.6250 0.2500 0.0000
Kissimmee 8.3750 0.2500 0.0000
GREENSBORO 6.8750 0.2500 0.0000
OKLAHOMA CITY 7.2500 0.2500 0.0000
Quincy 7.8750 0.2500 0.0000
Whitesboro 7.2500 0.2500 0.0000
Saint Louis 8.3750 0.2500 0.0000
Spring 7.6250 0.2500 0.0000
Beetown 8.1250 0.2500 0.0000
Elizabethtown 7.7500 0.2500 0.0000
Manchester 7.5000 0.2500 0.0000
Gore 6.8750 0.2500 0.0000
Yorktown 6.2500 0.2500 0.0000
Orlando 7.5000 0.2500 0.0000
Newport News 6.8750 0.2500 0.0000
RICHMOND 8.3750 0.2500 0.0000
Jasper 7.5000 0.2500 0.0000
PALMDALE 7.2500 0.2500 0.0000
LAKE ELSINORE 6.7500 0.2500 0.0000
SAHUARITA 7.2500 0.2500 0.0000
LINCOLN 7.0000 0.2500 0.0000
Queen Creek 7.6250 0.2500 0.0000
Destin 8.0000 0.2500 0.0000
Woodstock 5.8750 0.2500 0.0000
Salem 8.7500 0.2500 0.0000
Miramar 6.8750 0.2500 0.0000
Hialeah 7.0000 0.2500 0.0000
Miami 7.7500 0.2500 0.0000
SPRING 6.2500 0.2500 0.0000
BUCKEYE 8.2500 0.2500 0.0000
Baltimore 8.0000 0.2500 0.0000
Cano Park Area 7.5000 0.2500 0.0000
MUNDELEIN 7.7500 0.2500 0.0000
HENDERSON 7.1250 0.2500 0.0000
WAXAHACHIE 7.2500 0.2500 0.0000
Flint 7.7500 0.2500 0.0000
SUNNYVALE 6.8750 0.2500 0.0000
CAMINO 7.0000 0.2500 0.0000
Santa Ana 6.5000 0.2500 0.0000
Annapolis 6.7500 0.2500 0.0000
Annapolis 6.7500 0.2500 0.0000
Annapolis 7.5000 0.2500 0.0000
WINSTON SALEM 8.2500 0.2500 0.0000
ABINGDON 6.3750 0.2500 0.0000
Vienna 7.5000 0.2500 0.0000
PRESTON 7.5000 0.2500 0.0000
Nashua 7.0000 0.2500 0.0000
Gilbertsville 6.8750 0.2500 0.0000
FATE 7.6250 0.2500 0.0000
Gulfport 8.3750 0.2500 0.0000
FORNEY 7.7500 0.2500 0.0000
RAMONA 7.3750 0.2500 0.0000
Wylie 7.7500 0.2500 0.0000
Nashville 7.8750 0.2500 0.0000
Queen Creek 7.2500 0.2500 0.0000
Buckeye 8.0000 0.2500 0.0000
Glendale 8.1250 0.2500 0.0000
Tucson 7.6250 0.2500 0.0000
Avondale 7.8750 0.2500 0.0000
Strasburg 7.5000 0.2500 0.0000
SAVANNAH 8.0000 0.2500 0.0000
LOUISVILLE 8.6250 0.2500 0.0000
LOUISVILLE 8.6250 0.2500 0.0000
NEWNAN 8.0000 0.2500 0.0000
Rochester 7.8750 0.2500 0.0000
Rockwall 7.6250 0.2500 0.0000
Avondale 7.2500 0.2500 0.0000
Queen Creek 7.2500 0.2500 0.0000
Avondale 7.2500 0.2500 0.0000
Avondale 7.2500 0.2500 0.0000
Dallas 7.0000 0.2500 0.0000
Phoenix 7.2500 0.2500 0.0000
Herndon 8.2500 0.2500 0.0000
Rio Rancho 7.7500 0.2500 0.0000
Fairburn 6.5000 0.2500 0.0000
Shaver Lake 7.6250 0.2500 0.0000
Phoenix 8.6250 0.2500 0.0000
Palm Springs 6.8750 0.2500 0.0000
Grayson 7.7500 0.2500 0.0000
Lancaster 7.8750 0.2500 0.0000
Upper Marlboro 8.3750 0.2500 0.0000
ESCONDIDO 6.8750 0.2500 0.0000
ALGONQUIN 7.1250 0.2500 0.0000
Eagle Mountain 8.0000 0.2500 0.0000
Schertz 7.2500 0.2500 0.0000
Maricopa 7.7500 0.2500 0.0000
LOMA LINDA 7.1250 0.2500 0.0000
CAMBRIDGE 7.3750 0.2500 0.0000
Beltsville 7.1250 0.2500 0.0000
Las Vegas 6.8750 0.2500 0.0000
Peabody 6.8750 0.2500 0.0000
ANNAPOLIS 6.8750 0.2500 0.0000
N LAUDERDALE 7.3750 0.2500 0.0000
Bakersfield 7.2500 0.2500 0.0000
Avondale 7.8750 0.2500 0.0000
Piscataway 7.7500 0.2500 0.0000
Hiram 6.7500 0.2500 0.0000
Enfield 7.2500 0.2500 0.0000
Atlanta 7.5000 0.2500 0.0000
Dallas 7.7500 0.2500 0.0000
MIDDLETOWN 7.1250 0.2500 0.0000
DESOTO 7.7500 0.2500 0.0000
FORT MILL 7.7500 0.2500 0.0000
Lawrenceville 7.5000 0.2500 0.0000
LAS VEGAS 6.7500 0.2500 0.0000
MORENO VALLEY 6.2500 0.2500 0.0000
District Heights 7.7500 0.2500 0.0000
Gilbert 6.8750 0.2500 0.0000
TALLAHASSEE 7.3750 0.2500 0.0000
SHERMAN OAKS 6.8750 0.2500 0.0000
ATLANTA 7.7500 0.2500 0.0000
Surprise 7.3750 0.2500 0.0000
Ocala 8.7500 0.2500 0.0000
LOUISVILLE 7.7500 0.2500 0.0000
San Clemente 6.3750 0.2500 0.0000
Laguna Niguel 6.8750 0.2500 0.0000
Houston 7.8750 0.2500 0.0000
MONROE TOWNSHIP 8.0000 0.2500 0.0000
Trussville 7.0000 0.2500 0.0000
Miami 7.5000 0.2500 0.0000
Summerville 8.1250 0.2500 0.0000
Las Vegas 6.8750 0.2500 0.0000
Azle 7.7500 0.2500 0.0000
CARTERSVILLE 7.0000 0.2500 0.0000
MOORESVILLE 7.5000 0.2500 0.0000
Florence 7.1250 0.2500 0.0000
El Mirage 7.1250 0.2500 0.0000
North Canton 6.6250 0.2500 0.0000
FRANKLIN TOWNSHIP 7.6250 0.2500 0.0000
CHINO HILLS 7.2500 0.2500 0.0000
Kansas City 7.1250 0.2500 0.0000
Mount Dora 7.6250 0.2500 0.0000
Gilbert 8.8750 0.2500 0.0000
Rio Vista 6.8750 0.2500 0.0000
Scottsdale 7.7500 0.2500 0.0000
Eustis 7.6250 0.2500 0.0000
Plano 8.7500 0.2500 0.0000
Boerne 8.0000 0.2500 0.0000
Clayton 7.8750 0.2500 0.0000
CLAYTON 7.5000 0.2500 0.0000
BALTIMORE 6.5000 0.2500 0.0000
Phoenix 6.7500 0.2500 0.0000
BELTSVILLE 7.6250 0.2500 0.0000
FAIRFIELD 7.7500 0.2500 0.0000
Baltimore 6.7500 0.2500 0.0000
Inglewood 5.7500 0.2500 0.0000
CONCORD 8.1250 0.2500 0.0000
Santa Cruz 6.5000 0.2500 0.0000
COVINGTON 7.1250 0.2500 0.0000
COVINGTON 7.8750 0.2500 0.0000
LOGANVILLE 7.2500 0.2500 0.0000
ACWORTH 6.7500 0.2500 0.0000
Charlotte 6.5000 0.2500 0.0000
Charlotte 6.5000 0.2500 0.0000
Birmingham 5.8750 0.2500 0.0000
Rockville 6.6250 0.2500 0.0000
Santa Rosa Beach 6.6250 0.2500 0.0000
Hilton Head 6.6250 0.2500 0.0000
LAKEWOOD 6.2500 0.2500 0.0000
Hapeville 7.8750 0.2500 0.0000
Carrollton 7.8750 0.2500 0.0000
columbus 8.5000 0.2500 0.0000
Acworth 7.6250 0.2500 0.0000
Stone Mountain 7.5000 0.2500 0.0000
CLEARFIELD 7.3750 0.2500 0.0000
Mountain View 7.0000 0.2500 0.0000
WYLIE 7.7500 0.2500 0.0000
MCDONOUGH 6.7500 0.2500 0.0000
N LAS VEGAS 7.3750 0.2500 0.0000
Nyssa 6.3750 0.2500 0.0000
CLEARFIELD 7.3750 0.2500 0.0000
OPA LOCKA 7.3750 0.2500 0.0000
Bensalem 6.7500 0.2500 0.0000
DORCHESTER 7.8750 0.2500 0.0000
RIALTO 6.1250 0.2500 0.0000
JERSEY CITY 7.1250 0.2500 0.0000
Kennewick 7.1250 0.2500 0.0000
Culpeper 6.8750 0.2500 0.0000
KISSIMMEE 7.6250 0.2500 0.0000
DECATUR 6.5000 0.2500 0.0000
Corpus Christi 7.3750 0.2500 0.0000
Chicago 6.8750 0.2500 0.0000
LAUREL 6.8750 0.2500 0.0000
Spartanburg 8.5000 0.2500 0.0000
Washington 7.5000 0.2500 0.0000
Katy 7.3750 0.2500 0.0000
BOSTON 7.5000 0.2500 0.0000
GOOD HOPE 7.3750 0.2500 0.0000
APOLLO BEACH 6.5000 0.2500 0.0000
Lamont 6.5000 0.2500 0.0000
Joliet 7.5000 0.2500 0.0000
Wesley Chapel 6.6250 0.2500 0.0000
Marina Del Rey 5.7500 0.2500 0.0000
Canton 6.8750 0.2500 0.0000
Duluth 7.3750 0.2500 0.0000
San Antonio 6.2500 0.2500 0.0000
Denton 6.2500 0.2500 0.0000
Fairburn 6.7500 0.2500 0.0000
Sachse 6.8750 0.2500 0.0000
Hahira 7.3750 0.2500 0.0000
Newnan 7.2500 0.2500 0.0000
Tampa 6.8750 0.2500 0.0000
Springfield 7.7500 0.2500 0.0000
Riverview 9.0000 0.2500 0.0000
Blue Rock 6.8750 0.2500 0.0000
NEWPORT NEWS 7.8750 0.2500 0.0000
Miami 7.6250 0.2500 0.0000
Brandon 6.8750 0.2500 0.0000
Acworth 7.6250 0.2500 0.0000
Fort Worth 7.0000 0.2500 0.0000
MINOOKA 7.1250 0.2500 0.0000
Winston Salem 7.1250 0.2500 0.0000
Summerville 5.7500 0.2500 0.0000
GAMBRILLS 6.2500 0.2500 0.0000
BLYTHEWOOD 8.7500 0.2500 0.0000
Hurst 8.6250 0.2500 0.0000
SCOTTSDALE 7.3750 0.2500 0.0000
BOSTON 7.5000 0.2500 0.0000
SAN DIEGO 6.2500 0.2500 0.0000
Bakersfield 6.3750 0.2500 0.0000
Colorado Springs 8.2500 0.2500 0.0000
NASHVILLE 8.3750 0.2500 0.0000
ATHENS 6.5000 0.2500 0.0000
South Bend 6.8750 0.2500 0.0000
Forney 7.6250 0.2500 0.0000
Albuquerque 6.7500 0.2500 0.0000
Riverside 7.0000 0.2500 0.0000
Mount Pleasant 6.6250 0.2500 0.0000
BENICIA 7.3750 0.2500 0.0000
Washington 7.2500 0.2500 0.0000
Pueblo 6.7500 0.2500 0.0000
Needham 7.5000 0.2500 0.0000
Manassas Park 7.3750 0.2500 0.0000
PATERSON 7.3750 0.2500 0.0000
Philadelphia 7.2500 0.2500 0.0000
Austin 7.3750 0.2500 0.0000
Clayton 7.2500 0.2500 0.0000
Pfafftown 6.7500 0.2500 0.0000
Norcross 6.2500 0.2500 0.0000
Gaithersburg 6.3750 0.2500 0.0000
Humble 8.6250 0.2500 0.0000
Tucson 7.5000 0.2500 0.0000
DAYTON 8.6250 0.2500 0.0000
Tacoma 7.6250 0.2500 0.0000
CONCORD 8.3750 0.2500 0.0000
BAYONNE 8.7500 0.2500 0.0000
Winston Salem 7.1250 0.2500 0.0000
MURRIETA 6.6250 0.2500 0.0000
Stockbridge 6.8750 0.2500 0.0000
Tampa 8.2500 0.2500 0.0000
Dallas 7.0000 0.2500 0.0000
Phoenix 7.8750 0.2500 0.0000
Ocala 8.8750 0.2500 0.0000
Hanover Park 8.2500 0.2500 0.0000
Jonesboro 8.2500 0.2500 0.0000
Clearwater 7.7500 0.2500 0.0000
Mesa 7.0000 0.2500 0.0000
Rockwall 7.3750 0.2500 0.0000
Mount Juliet 6.1250 0.2500 0.0000
ALBUQUERQUE 6.7500 0.2500 0.0000
Staten Island 7.3750 0.2500 0.0000
Austin 6.5000 0.2500 0.0000
Annandale 7.8750 0.2500 0.0000
Reston 6.7500 0.2500 0.0000
Meridian 6.8750 0.2500 0.0000
Springfield 7.3750 0.2500 0.0000
Cedar Rapids 8.5000 0.2500 0.0000
Cave Creek 8.5000 0.2500 0.0000
SAN DIEGO 6.6250 0.2500 0.0000
ALB 6.7500 0.2500 0.0000
Rio Rancho 6.8750 0.2500 0.0000
ALBUQUERQUE 6.7500 0.2500 0.0000
ALBUQUERQUE 6.7500 0.2500 0.0000
ALBUQUERQUE 6.7500 0.2500 0.0000
Aurora 7.2500 0.2500 0.0000
Lorton 8.0000 0.2500 0.0000
Paia 6.1250 0.2500 0.0000
BROOKLYN CENTER 6.3750 0.2500 0.0000
CHICAGO 7.3750 0.2500 0.0000
Bradbury 6.2500 0.2500 0.0000
Fort Myers 7.5000 0.2500 0.0000
Sterling 6.6250 0.2500 0.0000
Carson City 6.2500 0.2500 0.0000
Lewisburg 7.5000 0.2500 0.0000
TWENTYNINE PALMS 6.8750 0.2500 0.0000
HERNDON 6.3750 0.2500 0.0000
Charlotte 6.7500 0.2500 0.0000
Vienna 6.3750 0.2500 0.0000
WALDORF 7.3750 0.2500 0.0000
SATELLITE BCH 7.1250 0.2500 0.0000
Trenton 7.8750 0.2500 0.0000
Brooklyn 6.7500 0.2500 0.0000
Oklahoma City 8.6250 0.2500 0.0000
Austin 7.3750 0.2500 0.0000
KATY 7.7500 0.2500 0.0000
ROSENBERG 7.6250 0.2500 0.0000
KATY 7.1250 0.2500 0.0000
URBANA 7.5000 0.2500 0.0000
URBANA 7.5000 0.2500 0.0000
URBANA 7.5000 0.2500 0.0000
NORTH LAS VEGAS 6.7500 0.2500 0.0000
CONROE 7.7500 0.2500 0.0000
HOUSTON 7.7500 0.2500 0.0000
LANCASTER 7.8750 0.2500 0.0000
HOUSTON 8.2500 0.2500 0.0000
Humble 7.5000 0.2500 0.0000
Pearland 7.5000 0.2500 0.0000
Kenner 7.3750 0.2500 0.0000
Loveland 7.5000 0.2500 0.0000
Baltimore 6.3750 0.2500 0.0000
BALTIMORE 7.1250 0.2500 0.0000
SEVIERVILLE 8.2500 0.2500 0.0000
NEWPORT NEWS 6.5000 0.2500 0.0000
OCEAN CITY 6.5000 0.2500 0.0000
BALTIMORE 8.6250 0.2500 0.0000
Fargo 6.1250 0.2500 0.0000
FARGO 6.1250 0.2500 0.0000
FARGO 6.1250 0.2500 0.0000
Hamilton 7.1250 0.2500 0.0000
RICHMOND 7.7500 0.2500 0.0000
WASHINGTON 7.7500 0.2500 0.0000
BALTIMORE 7.5000 0.2500 0.0000
Waldorf 6.1250 0.2500 0.0000
SAINT AUGUSTINE 7.2500 0.2500 0.0000
BOUNTIFUL 7.2500 0.2500 0.0000
Scottsdale 7.5000 0.2500 0.0000
Atlanta 7.5000 0.2500 0.0000
Avondale 7.5000 0.2500 0.0000
Nampa 7.5000 0.2500 0.0000
Tucson 6.8750 0.2500 0.0000
Glendale 7.7500 0.2500 0.0000
Maricopa 8.3750 0.2500 0.0000
Phoenix 8.1250 0.2500 0.0000
Phoenix 8.0000 0.2500 0.0000
Chandler 7.3750 0.2500 0.0000
Avondale 8.2500 0.2500 0.0000
Rio Rancho 8.2500 0.2500 0.0000
Tucson 7.7500 0.2500 0.0000
Cambridge 8.2500 0.2500 0.0000
Dallas 7.6250 0.2500 0.0000
East Hanover 6.8750 0.2500 0.0000
Roosevelt 7.5000 0.2500 0.0000
HUDSON 8.6250 0.2500 0.0000
Milwaukee 8.3750 0.2500 0.0000
Islip 8.0000 0.2500 0.0000
Hollywood 7.5000 0.2500 0.0000
HUMBLE 6.7500 0.2500 0.0000
NOTASULGA 5.7500 0.2500 0.0000
Virginia Beach 7.5000 0.2500 0.0000
Ocoee 7.1250 0.2500 0.0000
Lubbock 7.6250 0.2500 0.0000
Gulfport 8.0000 0.2500 0.0000
NASHVILLE 8.2500 0.2500 0.0000
SAN FERNANDO 6.6250 0.2500 0.0000
PHOENIX 7.3750 0.2500 0.0000
PEORIA 7.2500 0.2500 0.0000
Katy 7.6250 0.2500 0.0000
Saint Louis 7.8750 0.2500 0.0000
Denham Springs 7.2500 0.2500 0.0000
Milwaukee 7.8750 0.2500 0.0000
Milwaukee 7.8750 0.2500 0.0000
Milwaukee 7.8750 0.2500 0.0000
Milwaukee 7.8750 0.2500 0.0000
Anaheim 6.7500 0.2500 0.0000
Las Vegas 7.0000 0.2500 0.0000
Winder 7.3750 0.2500 0.0000
LINCOLN 6.8750 0.2500 0.0000
Jersey City 7.3750 0.2500 0.0000
Titusville 7.8750 0.2500 0.0000
Indianapolis 7.7500 0.2500 0.0000
HEMPSTEAD 6.6250 0.2500 0.0000
Portsmouth 7.8750 0.2500 0.0000
LEAGUE CITY 7.7500 0.2500 0.0000
MONROE 7.5000 0.2500 0.0000
McDONOUGH 6.5000 0.2500 0.0000
LAWRENCEVILLE 7.8750 0.2500 0.0000
HOUSTON 8.2500 0.2500 0.0000
Garland 7.1250 0.2500 0.0000
MONTGOMERY VILLAGE 7.3750 0.2500 0.0000
GALLATIN GATEWAY 7.0000 0.2500 0.0000
Houston 7.2500 0.2500 0.0000
YORBA LINDA 5.6250 0.2500 0.0000
NORTH POTOMAC 6.0000 0.2500 0.0000
FORT MEYERS 6.0000 0.2500 0.0000
BRANDON 6.3750 0.2500 0.0000
GILBERT 7.5000 0.2500 0.0000
SMYRNA 6.7500 0.2500 0.0000
PALOS HEIGHTS 8.2500 0.2500 0.0000
CHICAGO 8.0000 0.2500 0.0000
DOWNEY 7.8750 0.2500 0.0000
Casa Grande 7.8750 0.2500 0.0000
tallahassee 7.0000 0.2500 0.0000
Laveen 7.3750 0.2500 0.0000
NORTH LAS VEGAS 6.7500 0.2500 0.0000
DEPTFORD 7.1250 0.2500 0.0000
CORPUS CHRISTI 6.7500 0.2500 0.0000
FREDERICK 7.7500 0.2500 0.0000
CINCINNATI 7.3750 0.2500 0.0000
LACEY 7.2500 0.2500 0.0000
HOUSTON 7.8750 0.2500 0.0000
SCOTTSDALE 7.3750 0.2500 0.0000
NORFOLK 7.3750 0.2500 0.0000
ASTORIA 6.8750 0.2500 0.0000
ROCKVILLE 7.6250 0.2500 0.0000
ATLANTA 7.5000 0.2500 0.0000
Cape Coral 6.7500 0.2500 0.0000
ATLANTA 7.5000 0.2500 0.0000
SPOKANE 7.6250 0.2500 0.0000
Pittsburgh 6.8750 0.2500 0.0000
LITTLE RIVER 6.8750 0.2500 0.0000
Newark 7.7500 0.2500 0.0000
Alpharetta 7.0000 0.2500 0.0000
RENO 7.3750 0.2500 0.0000
DOVER TWP 7.6250 0.2500 0.0000
Rowley 7.1250 0.2500 0.0000
WASHINGTON 6.5000 0.2500 0.0000
PALM DESERT 6.3750 0.2500 0.0000
BEND 6.3750 0.2500 0.0000
ACWORTH 6.2500 0.2500 0.0000
MARIETTA 7.0000 0.2500 0.0000
RIVERDALE 8.6250 0.2500 0.0000
COLUMBIA 7.8750 0.2500 0.0000
Newark 8.3750 0.2500 0.0000
HUNTINGTOWN 6.5000 0.2500 0.0000
Succasunna 7.1250 0.2500 0.0000
San Diego 7.3750 0.2500 0.0000
CONCORD 8.1250 0.2500 0.0000
TUCSON 6.2500 0.2500 0.0000
CLOVIS 7.2500 0.2500 0.0000
SNELLVILLE 7.5000 0.2500 0.0000
RICHMOND 7.0000 0.2500 0.0000
PARKER 6.2500 0.2500 0.0000
ATLANTA 7.2500 0.2500 0.0000
Roswell 6.3750 0.2500 0.0000
Acworth 7.1250 0.2500 0.0000
Mastic 8.3750 0.2500 0.0000
LAMONT 7.5000 0.2500 0.0000
Denver 6.6250 0.2500 0.0000
Orlando 6.8750 0.2500 0.0000
LYNDEN 7.2500 0.2500 0.0000
Miami 7.7850 0.2500 0.0000
FREDERICKSBURG 6.6250 0.2500 0.0000
Denton 6.5000 0.2500 0.0000
College Park 7.7500 0.2500 0.0000
SCRANTON 8.7500 0.2500 0.0000
COLLEGE PARK 7.8750 0.2500 0.0000
MANTECA 6.5000 0.2500 0.0000
TAYLORSVILLE 7.7500 0.2500 0.0000
LAS VEGAS 9.1250 0.2500 0.0000
Washington 8.1250 0.2500 0.0000
NORCO 7.2500 0.2500 0.0000
CLOVIS 7.3750 0.2500 0.0000
Miami 7.6250 0.2500 0.0000
Germantown 7.8750 0.2500 0.0000
Ellsworth 7.5000 0.2500 0.0000
Umatilla 6.8750 0.2500 0.0000
Costa Mesa 7.3750 0.2500 0.0000
Casa Grande 7.6250 0.2500 0.0000
ATLANTA 9.3750 0.2500 0.0000
Houston 8.6250 0.2500 0.0000
Glenn Dale 6.2500 0.2500 0.0000
San Antonio 7.8750 0.2500 0.0000
DeSoto 6.8750 0.2500 0.0000
Kannapolis 7.1250 0.2500 0.0000
Covington 7.1250 0.2500 0.0000
Bakersfield 6.7500 0.2500 0.0000
Phoenix 7.6250 0.2500 0.0000
Warner Robins 7.2500 0.2500 0.0000
GARLAND 7.0000 0.2500 0.0000
CELINA 6.8750 0.2500 0.0000
DESOTO 8.5000 0.2500 0.0000
PASADENA 6.7500 0.2500 0.0000
Saint Louis 8.6250 0.2500 0.0000
EVERETT 7.7500 0.2500 0.0000
CLOVIS 7.2500 0.2500 0.0000
KALAMAZOO 7.5000 0.2500 0.0000
CAMDEN 9.2500 0.2500 0.0000
ALBUQUERQUE 8.5000 0.2500 0.0000
GAINESVILLE 7.5000 0.2500 0.0000
GRASONVILLE 7.1250 0.2500 0.0000
CARTERSVILLE 7.5000 0.2500 0.0000
PROSPERITY 7.6250 0.2500 0.0000
Glendale Heights 7.0000 0.2500 0.0000
New Port Richey 6.6250 0.2500 0.0000
CHARLOTESVILLE 6.2500 0.2500 0.0000
LAGUNA BEACH 6.7500 0.2500 0.0000
WEST HAMPTON 7.0000 0.2500 0.0000
SCOTTSDALE 6.6250 0.2500 0.0000
Richmond 7.3750 0.2500 0.0000
Tempe 5.6250 0.2500 0.0000
REHOBOTH BEACH 7.1250 0.2500 0.0000
LEWISTON 7.2500 0.2500 0.0000
GERMANTOWN 7.3750 0.2500 0.0000
VANCOUVER 6.0000 0.2500 0.0000
MESA 7.5000 0.2500 0.0000
STAFFORD 8.0000 0.2500 0.0000
PENN VALLEY 7.5000 0.2500 0.0000
Jacksonville 7.0000 0.2500 0.0000
RICHMOND 7.6250 0.2500 0.0000
Leesburg 6.2500 0.2500 0.0000
San Bernardino 6.8750 0.2500 0.0000
FREDERICKSBURG 6.8750 0.2500 0.0000
CLEVELAND 8.5000 0.2500 0.0000
OAK POINT 7.7500 0.2500 0.0000
Baltimore 7.3750 0.2500 0.0000
Jersey City 7.3750 0.2500 0.0000
WEST PALM BEACH 8.2500 0.2500 0.0000
PATERSON 7.7500 0.2500 0.0000
La Canada Flintridge 6.6250 0.2500 0.0000
SANDY 7.2500 0.2500 0.0000
Ridgecrest 7.0000 0.2500 0.0000
Westborough 7.6250 0.2500 0.0000
TUCSON 7.1250 0.2500 0.0000
SANTA ANA 7.7500 0.2500 0.0000
Saint Paul 7.0000 0.2500 0.0000
Hopewell 7.7500 0.2500 0.0000
AZLE 8.0000 0.2500 0.0000
NORCROSS 9.5000 0.2500 0.0000
PORTLAND 7.1250 0.2500 0.0000
HARVARD 6.8750 0.2500 0.0000
ROCKVILLE 7.3750 0.2500 0.0000
UPPER MARLBORO 7.3750 0.2500 0.0000
Colorado Springs 7.5000 0.2500 0.0000
Midlothian 6.3750 0.2500 0.0000
EATONTOWN 6.6250 0.2500 0.0000
SCOTTSDALE 7.0000 0.2500 0.0000
OAK POINT 7.7500 0.2500 0.0000
MOONACHIE 7.7500 0.2500 0.0000
SCOTTSDALE 6.5000 0.2500 0.0000
OLYMPIA 6.6250 0.2500 0.0000
TULARE 7.8750 0.2500 0.0000
Media 6.7500 0.2500 0.0000
BIDDEFORD 9.5000 0.2500 0.0000
ALBUQUERQUE 7.7500 0.2500 0.0000
TUCSON 8.3750 0.2500 0.0000
Monument 6.7500 0.2500 0.0000
LOUISVILLE 7.2500 0.2500 0.0000
Acworth 7.6250 0.2500 0.0000
Brooklyn 6.7500 0.2500 0.0000
TULARE 7.6250 0.2500 0.0000
Branson 7.7500 0.2500 0.0000
N Lauderdale 6.0000 0.2500 0.0000
CLEVELAND 8.0000 0.2500 0.0000
BOZEMAN 7.7500 0.2500 0.0000
YORKTOWN HEIGHTS 7.2500 0.2500 0.0000
Los Angeles 7.2500 0.2500 0.0000
Denver 7.0000 0.2500 0.0000
HENDERSONVILLE 8.2500 0.2500 0.0000
JERSEY CITY 8.0000 0.2500 0.0000
SANTA ROSA BEACH 7.2500 0.2500 0.0000
ATLANTIC CITY 8.3750 0.2500 0.0000
ODENTON 7.3750 0.2500 0.0000
TAYLOR 7.2500 0.2500 0.0000
KATY 6.1250 0.2500 0.0000
CYPRESS 6.2500 0.2500 0.0000
Palmyra 7.6250 0.2500 0.0000
PATERSON 7.3750 0.2500 0.0000
STREETSBORO 7.0000 0.2500 0.0000
Iuka 6.3750 0.2500 0.0000
Memphis 8.6250 0.2500 0.0000
PERRY HALL 8.2500 0.2500 0.0000
HOUSTON 6.2500 0.2500 0.0000
Newtown 6.3750 0.2500 0.0000
SILVER SPRING 6.2500 0.2500 0.0000
Laguna Niguel 6.5000 0.2500 0.0000
TUSTIN 7.0000 0.2500 0.0000
Franklin 7.0000 0.2500 0.0000
MORELAND 8.3750 0.2500 0.0000
CHANDLER 7.3750 0.2500 0.0000
Pharr 7.5000 0.2500 0.0000
REDDING 7.3750 0.2500 0.0000
Gaithersburg 6.8750 0.2500 0.0000
VANVOUVER 9.7500 0.2500 0.0000
Glendale Heights 7.0000 0.2500 0.0000
RAMAPO 7.6250 0.2500 0.0000
Township of South Brunswi 7.2500 0.2500 0.0000
CLOVIS 6.3750 0.2500 0.0000
Upper Marlboro 7.2500 0.2500 0.0000
Spring Valley 6.6250 0.2500 0.0000
Gainesville 7.5000 0.2500 0.0000
BAYSHORE 7.5000 0.2500 0.0000
FORT WORTH 8.5000 0.2500 0.0000
Phoenix 7.3750 0.2500 0.0000
MANTECA 6.3750 0.2500 0.0000
DENVER 8.0000 0.2500 0.0000
GERMANTOWN 7.5000 0.2500 0.0000
ESSEX 6.5000 0.2500 0.0000
MABLETON 7.6250 0.2500 0.0000
HOUSTON 7.0000 0.2500 0.0000
PHOENIX 6.6250 0.2500 0.0000
Memphis 6.2500 0.2500 0.0000
CARLSBAD 6.2500 0.2500 0.0000
Hebron 6.5000 0.2500 0.0000
Jackson 8.6250 0.2500 0.0000
SAN ANTONIO 6.5000 0.2500 0.0000
SCOTTSDALE 6.3750 0.2500 0.0000
BUCKEYE 7.0000 0.2500 0.0000
CYPRESS 7.2500 0.2500 0.0000
Leesburg 7.1250 0.2500 0.0000
SALT LAKE CITY 7.6250 0.2500 0.0000
CHICAGO 7.5000 0.2500 0.0000
Austin 7.5000 0.2500 0.0000
PORT WENTWORTH 7.7500 0.2500 0.0000
PUEBLO 7.5000 0.2500 0.0000
LOVELAND 6.1250 0.2500 0.0000
PUEBLO 7.5000 0.2500 0.0000
Clinton 6.7500 0.2500 0.0000
Woodbridge 7.2500 0.2500 0.0000
Newport News 6.7500 0.2500 0.0000
Stafford 7.2500 0.2500 0.0000
Leesburg 7.5000 0.2500 0.0000
Key West 7.2500 0.2500 0.0000
Great Falls 6.2500 0.2500 0.0000
Milford 6.7500 0.2500 0.0000
Stone Mountain 6.5000 0.2500 0.0000
REVA 5.8750 0.2500 0.0000
ST. PETERSBURG 6.5000 0.2500 0.0000
CHATTANOOGA 6.5000 0.2500 0.0000
PEUBLO 7.5000 0.2500 0.0000
Paramount 7.2500 0.2500 0.0000
DENVER 8.1250 0.2500 0.0000
Mesa 7.2500 0.2500 0.0000
Parkesburg 7.3750 0.2500 0.0000
Malvern 6.5000 0.2500 0.0000
Kennett Square 6.8750 0.2500 0.0000
DANIA 8.5000 0.2500 0.0000
BRYON 6.1250 0.2500 0.0000
SARASOTA 7.3750 0.2500 0.0000
Queen Creek 8.1250 0.2500 0.0000
ATLANTA 8.6250 0.2500 0.0000
WHEAT RIDGE 6.2500 0.2500 0.0000
ROCKINGHAM 6.3750 0.2500 0.0000
RESEDA 8.0000 0.2500 0.0000
SALT LAKE CITY 6.5000 0.2500 0.0000
LYNDEN 7.2500 0.2500 0.0000
SPARKS 7.5000 0.2500 0.0000
LOS MOLINOS 7.2500 0.2500 0.0000
LAUREL 6.7500 0.2500 0.0000
Houston 6.2500 0.2500 0.0000
Houston 8.7500 0.2500 0.0000
LAUREL 6.5000 0.2500 0.0000
SAN ANTONIO 7.5000 0.2500 0.0000
PHOENIXVILLE 7.6250 0.2500 0.0000
LUTZ 6.7500 0.2500 0.0000
GARDEN GROVE 7.8750 0.2500 0.0000
NEWARK 6.2500 0.2500 0.0000
DRUMS 7.5000 0.2500 0.0000
MOUNT CLEMENS 7.5000 0.2500 0.0000
MARYSVILLE 6.5000 0.2500 0.0000
SPRINGBORO 7.2500 0.2500 0.0000
Millville 6.6250 0.2500 0.0000
LOGANVILLE 6.6250 0.2500 0.0000
EATONTOWN 7.5000 0.2500 0.0000
TAYLOR 7.2500 0.2500 0.0000
UNION 7.8750 0.2500 0.0000
ORLANDO 7.2500 0.2500 0.0000
BETHLEHEM 7.7500 0.2500 0.0000
UPPER MARLBORO 7.6250 0.2500 0.0000
ANN ARBOR 7.5000 0.2500 0.0000
Scotts Valley 7.0000 0.2500 0.0000
Woodbridge 7.8750 0.2500 0.0000
FINKSBURG 6.8750 0.2500 0.0000
San Antonio 7.7500 0.2500 0.0000
Houston 6.2500 0.2500 0.0000
Bakersfield 7.8750 0.2500 0.0000
DURHAM 7.8750 0.2500 0.0000
Phoenix 7.6250 0.2500 0.0000
CAPE CORAL 7.2500 0.2500 0.0000
NORFOLK 7.1250 0.2500 0.0000
QUEEN CREEK 7.7500 0.2500 0.0000
SILVER SPRING 6.6250 0.2500 0.0000
MANTECA 6.5000 0.2500 0.0000
WEST CHESTER 8.8750 0.2500 0.0000
LOCUST GROVE 6.6250 0.2500 0.0000
TEMPE 6.3750 0.2500 0.0000
SHIP BOTTOM 7.0000 0.2500 0.0000
NEOTSU 6.3750 0.2500 0.0000
CINCINNATI 7.7500 0.2500 0.0000
LAVALLETTE 7.3750 0.2500 0.0000
MARYSVILLE 6.5000 0.2500 0.0000
WASHINGTON 7.5000 0.2500 0.0000
WASHINGTON 6.2500 0.2500 0.0000
Duluth 5.7500 0.2500 0.0000
CHARLOTTE 7.6250 0.2500 0.0000
MIAMI 6.2500 0.2500 0.0000
SACRAMENTO 8.0000 0.2500 0.0000
Brigham City 7.8750 0.2500 0.0000
CLEVELAND 8.0000 0.2500 0.0000
PHOENIX 6.7500 0.2500 0.0000
Phoenix 6.8750 0.2500 0.0000
HOUSTON 8.5000 0.2500 0.0000
ROSLINDALE 7.7500 0.2500 0.0000
Manassas 7.6250 0.2500 0.0000
Queen Creek 7.6250 0.2500 0.0000
YORBA LINDA 7.7500 0.2500 0.0000
OCEANSIDE 9.3750 0.2500 0.0000
CLOVIS 7.3750 0.2500 0.0000
DALLAS 7.2500 0.2500 0.0000
Santa Cruz 6.2500 0.2500 0.0000
Mcallen 7.7500 0.2500 0.0000
CHANNAHON 7.1250 0.2500 0.0000
KAWKAWLIN 6.6250 0.2500 0.0000
CROOKED RIVER RANCH 6.5000 0.2500 0.0000
WEST ISLIP 6.6250 0.2500 0.0000
WEST ROXBURY 7.3750 0.2500 0.0000
CHEYENNE 6.7500 0.2500 0.0000
Santa Cruz 6.2500 0.2500 0.0000
LOS ANGELES 7.5000 0.2500 0.0000
HYATTSVILLE 7.2500 0.2500 0.0000
SOUTH PLAINFIELD 6.6250 0.2500 0.0000
NAMPA 7.3750 0.2500 0.0000
WHITESBURG 6.5000 0.2500 0.0000
LAGUNA WOODS 9.2500 0.2500 0.0000
DORCHESTER 7.2500 0.2500 0.0000
Idaho Falls 7.0000 0.2500 0.0000
Missouri City 7.2500 0.2500 0.0000
SEATTLE 6.6250 0.2500 0.0000
Pickens 6.2500 0.2500 0.0000
Milledgeville 7.5000 0.2500 0.0000
Katy 7.7500 0.2500 0.0000
TULARE 7.5000 0.2500 0.0000
Los Angeles 6.6250 0.2500 0.0000
BAKERSFIELD 6.8750 0.2500 0.0000
DENVER 8.2500 0.2500 0.0000
Rowlett 7.8750 0.2500 0.0000
SEATTLE 7.5000 0.2500 0.0000
Los Angeles 6.6250 0.2500 0.0000
LAKE FOREST PARK 8.2500 0.2500 0.0000
Sun City 7.1250 0.2500 0.0000
CHARLOTTESVILLE 6.2500 0.2500 0.0000
nicholasville 7.6250 0.2500 0.0000
Wilmington 6.3750 0.2500 0.0000
DUNDEE 7.3750 0.2500 0.0000
YORKTOWN HEIGHTS 7.2500 0.2500 0.0000
Tampa 7.6250 0.2500 0.0000
Richmond 7.2500 0.2500 0.0000
Garland 7.8750 0.2500 0.0000
NICHOLASVILLE 7.6250 0.2500 0.0000
JACKSON 7.7500 0.2500 0.0000
Barnegat 7.5000 0.2500 0.0000
Arlington 7.5000 0.2500 0.0000
RICHMOND 7.1250 0.2500 0.0000
Peoria 7.8750 0.2500 0.0000
BUCKEYE 6.8750 0.2500 0.0000
PALM BEACH GARDENS 6.8750 0.2500 0.0000
BUCKEYE 7.2500 0.2500 0.0000
FREDERICKSBURG 6.8750 0.2500 0.0000
PARK CITY 7.2500 0.2500 0.0000
Tampa 7.8750 0.2500 0.0000
Houston 6.2500 0.2500 0.0000
Houston 6.2500 0.2500 0.0000
San Diego 6.5000 0.2500 0.0000
San Diego 6.8750 0.2500 0.0000
CHARLOTTE 6.8750 0.2500 0.0000
Myrtle Beach 7.3750 0.2500 0.0000
Stafford 7.0000 0.2500 0.0000
Brush Creek 5.8750 0.2500 0.0000
Grand Junction 6.8750 0.2500 0.0000
CHANHASSEN 7.1250 0.2500 0.0000
BOYDS 7.2500 0.2500 0.0000
Falls Church 7.8750 0.2500 0.0000
PEMBROKE PINES 7.6250 0.2500 0.0000
SALINAS 6.7500 0.2500 0.0000
Cumming 7.0000 0.2500 0.0000
JERSEY CITY 8.7500 0.2500 0.0000
MADISON 7.7500 0.2500 0.0000
MADISON 7.7500 0.2500 0.0000
MADISON 7.7500 0.2500 0.0000
MADISON 7.7500 0.2500 0.0000
Phoenix 8.0000 0.2500 0.0000
AURORA 7.5000 0.2500 0.0000
HUMBLE 7.5000 0.2500 0.0000
TUCSON 6.8750 0.2500 0.0000
Kissimmee 7.0000 0.2500 0.0000
ROCKVILLE CENTER 7.0000 0.2500 0.0000
Lakeway 7.8750 0.2500 0.0000
Milford 7.2500 0.2500 0.0000
Kansas City 7.5000 0.2500 0.0000
Houston 7.0000 0.2500 0.0000
Enfield 7.6250 0.2500 0.0000
Saint Charles 6.8750 0.2500 0.0000
Hunt 7.1250 0.2500 0.0000
Conroe 6.8750 0.2500 0.0000
Garland 8.2500 0.2500 0.0000
Hampton Bays 6.8750 0.2500 0.0000
Newport News 7.5000 0.2500 0.0000
HOUSTON 7.7500 0.2500 0.0000
HUMBLE 7.5000 0.2500 0.0000
Saco 6.2500 0.2500 0.0000
Montgomery Village 7.7500 0.2500 0.0000
Jacksonville 7.3750 0.2500 0.0000
BROOMFIELD 6.7500 0.2500 0.0000
Humble 8.3750 0.2500 0.0000
Harlingen 7.8750 0.2500 0.0000
TOWN OF RYE 6.3750 0.2500 0.0000
Peroia 7.5000 0.2500 0.0000
Houston 6.7500 0.2500 0.0000
Wilton 6.0000 0.2500 0.0000
Oceanside 6.9900 0.2500 0.0000
Tampa 6.5000 0.2500 0.0000
Saint Petersburg 7.1250 0.2500 0.0000
Stowe 6.0000 0.2500 0.0000
POTTSTOWN 6.0000 0.2500 0.0000
Tampa 7.1250 0.2500 0.0000
Hallandale Beach 6.2500 0.2500 0.0000
Charlotte 7.1250 0.2500 0.0000
Hogansville 6.3750 0.2500 0.0000
Atlanta 7.2500 0.2500 0.0000
Marietta 6.7500 0.2500 0.0000
Orlando 7.1250 0.2500 0.0000
Decatur 6.6250 0.2500 0.0000
Marble 7.6250 0.2500 0.0000
Palm City 6.6250 0.2500 0.0000
Bradenton 7.7500 0.2500 0.0000
Homestead 7.7500 0.2500 0.0000
Jacksonville 7.7500 0.2500 0.0000
Gainesville 6.5000 0.2500 0.0000
Garner 8.1250 0.2500 0.0000
Decatur 7.1250 0.2500 0.0000
SUGAR HILL 7.0000 0.2500 0.0000
Atlanta 7.0000 0.2500 0.0000
South Bend 7.2500 0.2500 0.0000
Bluffton 6.8750 0.2500 0.0000
RIVERSIDE 6.7500 0.2500 0.0000
BOULDER 6.6250 0.2500 0.0000
TOLEDO 7.0000 0.2500 0.0000
TOLEDO 7.0000 0.2500 0.0000
FORT COLLINS 5.7500 0.2500 0.0000
PENSACOLA 6.1250 0.2500 0.0000
METAIRIE 6.8750 0.2500 0.0000
TOLEDO 7.0000 0.2500 0.0000
CHESAPEAKE 6.1250 0.2500 0.0000
TOLEDO 7.0000 0.2500 0.0000
DOUGLASVILLE 6.5000 0.2500 0.0000
BOGALUSA 7.0000 0.2500 0.0000
CHESTERFIELD 6.2500 0.2500 0.0000
PUNTA GORDA 7.2500 0.2500 0.0000
ROSEVILLE 6.2500 0.2500 0.0000
HEMET 6.3750 0.2500 0.0000
PONTIAC 7.5000 0.2500 0.0000
PONTIAC 7.5000 0.2500 0.0000
HAMPTON 7.0000 0.2500 0.0000
FAIRFAX 6.1250 0.2500 0.0000
SAINT LOUIS 8.1250 0.2500 0.0000
PEORIA 7.1250 0.2500 0.0000
BELTSVILLE 6.7500 0.2500 0.0000
WAYNE 7.2500 0.2500 0.0000
VIRGINIA BEACH 7.7500 0.2500 0.0000
PORT READING 6.0000 0.2500 0.0000
CAROL STREAM 6.8750 0.2500 0.0000
COLUMBIA 6.6250 0.2500 0.0000
LIVERPOOL 7.2500 0.2500 0.0000
TARPON SPRINGS 6.0000 0.2500 0.0000
OAKLAND 5.7500 0.2500 0.0000
MOBILE 7.2500 0.2500 0.0000
SAN DIEGO 6.2500 0.2500 0.0000
PROVO 6.0000 0.2500 0.0000
COON RAPIDS 6.1250 0.2500 0.0000
HUGHSON 6.5000 0.2500 0.0000
BALTIMORE 6.5000 0.2500 0.0000
FAIRFIELD 6.3750 0.2500 0.0000
KINGWOOD 7.2500 0.2500 0.0000
ST PETERSBURG 6.5000 0.2500 0.0000
BEND 6.5000 0.2500 0.0000
SALT LAKE CITY 7.1250 0.2500 0.0000
DUMFRIES 6.6250 0.2500 0.0000
PHILADELPHIA 7.6250 0.2500 0.0000
LAS VEGAS 6.2500 0.2500 0.0000
OAKLAND 6.1250 0.2500 0.0000
PHILADELPHIA 7.6250 0.2500 0.0000
PHOENIX 6.5000 0.2500 0.0000
BEND 6.5000 0.2500 0.0000
SALINAS 6.0000 0.2500 0.0000
PETAL 7.1250 0.2500 0.0000
COVINGTON 6.5000 0.2500 0.0000
HOUSTON 7.3750 0.2500 0.0000
BEND 6.5000 0.2500 0.0000
SIMI VALLEY 6.0000 0.2500 0.0000
OAK RIDGE 6.3750 0.2500 0.0000
GARNER 6.2500 0.2500 0.0000
BEND 6.5000 0.2500 0.0000
SPRINGFIELD 6.3750 0.2500 0.0000
WASHINGTON 6.7500 0.2500 0.0000
HUNTINGTON STATION 6.8750 0.2500 0.0000
MANDEVILLE 7.0000 0.2500 0.0000
CHICAGO 7.8750 0.2500 0.0000
MEADOW VISTA 6.8750 0.2500 0.0000
CASCO 6.8750 0.2500 0.0000
NEWPORT NEWS 7.6250 0.2500 0.0000
WEBB CITY 7.0000 0.2500 0.0000
PUYALLUP 6.2500 0.2500 0.0000
HAMILTON 6.0000 0.2500 0.0000
TOLEDO 7.5000 0.2500 0.0000
LAFAYETTE 6.3750 0.2500 0.0000
MERIDIAN 6.6250 0.2500 0.0000
WEST LINN 6.6250 0.2500 0.0000
THIBODAUX 6.8750 0.2500 0.0000
TOLEDO 8.3750 0.2500 0.0000
TACOMA 7.3750 0.2500 0.0000
DELTONA 6.6250 0.2500 0.0000
INDIANAPOLIS 7.1250 0.2500 0.0000
PORT RICHEY 7.7500 0.2500 0.0000
VERO BEACH 6.2500 0.2500 0.0000
KNOXVILLE 6.1250 0.2500 0.0000
CHICAGO 7.0000 0.2500 0.0000
HOUSTON 7.0000 0.2500 0.0000
BALDWINSVILLE 7.2500 0.2500 0.0000
TACOMA 6.5000 0.2500 0.0000
MISSOURI CITY 6.8750 0.2500 0.0000
NAVARRE 6.3750 0.2500 0.0000
NASHVILLE 5.8750 0.2500 0.0000
AVON LAKE 6.3750 0.2500 0.0000
TOLEDO 6.3750 0.2500 0.0000
PORTLAND 6.1250 0.2500 0.0000
REPUBLIC 6.3750 0.2500 0.0000
NORTH CHARLESTON 5.8750 0.2500 0.0000
ORANGE PARK 7.0000 0.2500 0.0000
MOBILE 6.3750 0.2500 0.0000
CHARLOTTE 6.5000 0.2500 0.0000
NORTH RICHLAND HILLS 7.5000 0.2500 0.0000
TOPSHAM 7.2500 0.2500 0.0000
KANSAS CITY 7.5000 0.2500 0.0000
COTTAGE GROVE 6.5000 0.2500 0.0000
Dallas 7.5000 0.2500 0.0000
DUNEDIN 6.3750 0.2500 0.0000
NORTH MIAMI 6.7500 0.2500 0.0000
MONROE 6.3750 0.2500 0.0000
FORT MYERS 6.2500 0.2500 0.0000
PATERSON 6.8750 0.2500 0.0000
SALEM 6.6250 0.2500 0.0000
SAINT LOUIS 7.6250 0.2500 0.0000
LONGVIEW 7.0000 0.2500 0.0000
PORTSMOUTH 7.2500 0.2500 0.0000
BALTIMORE 6.3750 0.2500 0.0000
GREENWOOD 7.5000 0.2500 0.0000
ELGIN 7.5000 0.2500 0.0000
WARREN 7.2500 0.2500 0.0000
LAUDERDALE LAKES 7.8750 0.2500 0.0000
MIAMI 6.3750 0.2500 0.0000
JACKSONVILLE 6.7500 0.2500 0.0000
CINCINNATI 6.6250 0.2500 0.0000
LOS ANGELES 6.8750 0.2500 0.0000
HAVANA 7.2500 0.2500 0.0000
LADY LAKE 7.3750 0.2500 0.0000
BALTIMORE 7.7500 0.2500 0.0000
LONDON 6.8750 0.2500 0.0000
FORT PAYNE 6.8750 0.2500 0.0000
VALRICO 7.6250 0.2500 0.0000
CHICAGO 7.5000 0.2500 0.0000
HUMBOLDT 6.8750 0.2500 0.0000
ABERDEEN 7.7500 0.2500 0.0000
DULUTH 6.5000 0.2500 0.0000
SOUTH SAN FRANCISCO 6.1250 0.2500 0.0000
ABERDEEN 7.7500 0.2500 0.0000
CHARLOTTE 6.2500 0.2500 0.0000
OLNEY 5.8750 0.2500 0.0000
ABERDEEN 7.7500 0.2500 0.0000
PENSACOLA 6.3750 0.2500 0.0000
ABERDEEN 7.7500 0.2500 0.0000
HILTON HEAD ISLAND 5.8750 0.2500 0.0000
ABERDEEN 7.7500 0.2500 0.0000
REX 5.8750 0.2500 0.0000
MEMPHIS 7.7500 0.2500 0.0000
LANGLEY 6.5000 0.2500 0.0000
LOUISVILLE 7.6250 0.2500 0.0000
MEMPHIS 7.6250 0.2500 0.0000
GALVESTON 6.6250 0.2500 0.0000
ODESSA 7.5000 0.2500 0.0000
HATTIESBURG 5.8750 0.2500 0.0000
MEMPHIS 7.6250 0.2500 0.0000
TRENTON 6.8750 0.2500 0.0000
HATTIESBURG 5.8750 0.2500 0.0000
CENTER 6.2500 0.2500 0.0000
SAINT JOSEPH 7.6250 0.2500 0.0000
SAN MATEO 6.6250 0.2500 0.0000
WAXHAW 6.3750 0.2500 0.0000
ERIN 6.8750 0.2500 0.0000
BERNARDSVILLE 7.0000 0.2500 0.0000
MIAMI 6.5000 0.2500 0.0000
WAYNE 7.2500 0.2500 0.0000
LOS ANGELES 6.2500 0.2500 0.0000
DARBY 6.8750 0.2500 0.0000
PROVIDENCE 6.8750 0.2500 0.0000
ARIZONA CITY 6.5000 0.2500 0.0000
MEMPHIS 7.6250 0.2500 0.0000
GREEN BAY 7.0000 0.2500 0.0000
SILVERDALE 5.8750 0.2500 0.0000
CLEVELAND 6.5000 0.2500 0.0000
MEMPHIS 7.6250 0.2500 0.0000
WALDORF 6.5000 0.2500 0.0000
SUFFOLK 6.3750 0.2500 0.0000
MEMPHIS 7.6250 0.2500 0.0000
MEMPHIS 7.6250 0.2500 0.0000
MACEDONIA 6.6250 0.2500 0.0000
MEMPHIS 7.6250 0.2500 0.0000
LONG BEACH 6.2500 0.2500 0.0000
LITTLE FALLS 7.7500 0.2500 0.0000
MEMPHIS 7.6250 0.2500 0.0000
WASHINGTON 6.2500 0.2500 0.0000
PORTLAND 6.3750 0.2500 0.0000
JAMAICA BEACH 6.7500 0.2500 0.0000
PUYALLUP 6.5000 0.2500 0.0000
CHICAGO HEIGHTS 7.1250 0.2500 0.0000
MANDEVILLE 7.0000 0.2500 0.0000
AMHERST 7.6250 0.2500 0.0000
NEW IBERIA 6.5000 0.2500 0.0000
MIAMI 6.6250 0.2500 0.0000
RIVIERA BEACH 7.6250 0.2500 0.0000
LOUISVILLE 7.0000 0.2500 0.0000
KANSAS CITY 7.1250 0.2500 0.0000
LIVONIA 7.3750 0.2500 0.0000
POCATELLO 6.8750 0.2500 0.0000
PAWTUCKET 7.7500 0.2500 0.0000
LINCOLN 7.0000 0.2500 0.0000
WAYNE 7.2500 0.2500 0.0000
WILMINGTON 6.5000 0.2500 0.0000
GARDEN CITY 7.2500 0.2500 0.0000
MACON 7.0000 0.2500 0.0000
WAYNE 7.2500 0.2500 0.0000
WESTLAND 7.2500 0.2500 0.0000
NEW CARROLLTON 6.6250 0.2500 0.0000
COCOA BEACH 6.5000 0.2500 0.0000
BROWNSTOWN TOWNSHIP 8.3750 0.2500 0.0000
CANTON 8.0000 0.2500 0.0000
BOULDER 6.6250 0.2500 0.0000
DAVIS 6.6250 0.2500 0.0000
BOULDER 6.6250 0.2500 0.0000
TOLEDO 7.0000 0.2500 0.0000
RIVERVIEW 6.5000 0.2500 0.0000
DRAPER 6.2500 0.2500 0.0000
MADISON 6.7500 0.2500 0.0000
CORAL GABLES 6.2500 0.2500 0.0000
CHULA VISTA 6.6250 0.2500 0.0000
MEMPHIS 7.7500 0.2500 0.0000
PONCHATOULA 5.8750 0.2500 0.0000
BATON ROUGE 7.2500 0.2500 0.0000
MEMPHIS 7.7500 0.2500 0.0000
TOMBALL 7.3750 0.2500 0.0000
MEMPHIS 7.7500 0.2500 0.0000
MEMPHIS 7.7500 0.2500 0.0000
TOPPENISH 7.1250 0.2500 0.0000
CHATTANOOGA 7.0000 0.2500 0.0000
MEMPHIS 7.7500 0.2500 0.0000
BALTIMORE 6.6250 0.2500 0.0000
MIRAMAR 5.8750 0.2500 0.0000
WADSWORTH 6.3750 0.2500 0.0000
AIKEN 6.2500 0.2500 0.0000
MILFORD 7.8750 0.2500 0.0000
HIALEAH 6.2500 0.2500 0.0000
MANTEO 6.7500 0.2500 0.0000
BOSTON 6.2500 0.2500 0.0000
NORMAN 7.0000 0.2500 0.0000
SAN JOSE 6.7500 0.2500 0.0000
SAINT LOUIS 7.3750 0.2500 0.0000
EASTLAKE 7.3750 0.2500 0.0000
SANDY 6.7500 0.2500 0.0000
COOKEVILLE 6.5000 0.2500 0.0000
SPOKANE 6.6250 0.2500 0.0000
WINSTON SALEM 7.8750 0.2500 0.0000
VANCOUVER 6.6250 0.2500 0.0000
SHREVEPORT 7.1250 0.2500 0.0000
HIGHLAND 6.7500 0.2500 0.0000
SARATOGA SPRINGS 7.0000 0.2500 0.0000
MIAMI BEACH 6.7500 0.2500 0.0000
COLUMBUS 7.3750 0.2500 0.0000
ALBUQUERQUE 6.5000 0.2500 0.0000
PHILADELPHIA 7.6250 0.2500 0.0000
GLENS FALLS 7.0000 0.2500 0.0000
PRAIRIEVILLE 7.0000 0.2500 0.0000
KEY LARGO 6.7500 0.2500 0.0000
PITTSBURGH 6.8750 0.2500 0.0000
NEW HYDE PARK 7.1250 0.2500 0.0000
JACKSON 6.0000 0.2500 0.0000
HATTIESBURG 5.8750 0.2500 0.0000
MIAMI 7.7500 0.2500 0.0000
LIVERMORE 7.8750 0.2500 0.0000
NEW HAVEN 6.8750 0.2500 0.0000
LOS ANGELES 6.5000 0.2500 0.0000
LOUISVILLE 7.2500 0.2500 0.0000
East Williston 6.1250 0.2500 0.0000
DANVILLE 7.1250 0.2500 0.0000
PALM COAST 6.6250 0.2500 0.0000
FORT WORTH 7.5000 0.2500 0.0000
MIAMI 7.5000 0.2500 0.0000
METHUEN 7.0000 0.2500 0.0000
BOGALUSA 7.0000 0.2500 0.0000
HOUSTON 7.0000 0.2500 0.0000
KUNA 7.3750 0.2500 0.0000
LAFAYETTE 7.0000 0.2500 0.0000
HIGHLAND PARK 7.0000 0.2500 0.0000
Houston 7.2500 0.2500 0.0000
NORFOLK 7.5000 0.2500 0.0000
SARATOGA SPRINGS 5.8750 0.2500 0.0000
WAXAHACHIE 6.5000 0.2500 0.0000
RUSHVILLE 6.2500 0.2500 0.0000
MEMPHIS 7.7500 0.2500 0.0000
GENEVA 6.3750 0.2500 0.0000
NETCONG 7.0000 0.2500 0.0000
DOTHAN 7.1250 0.2500 0.0000
LIVERMORE 6.8750 0.2500 0.0000
CLEARWATER 6.7500 0.2500 0.0000
CONCORD 7.8750 0.2500 0.0000
UNIONDALE 7.6250 0.2500 0.0000
DES PLAINES 7.5000 0.2500 0.0000
LOMA LINDA 7.7500 0.2500 0.0000
MIAMI LAKES 7.1250 0.2500 0.0000
CHICAGO 7.6250 0.2500 0.0000
YORK 8.0000 0.2500 0.0000
MESA 6.8750 0.2500 0.0000
SOMERVILLE 6.8750 0.2500 0.0000
NEWPORT 6.7500 0.2500 0.0000
EUFUALA 7.8750 0.2500 0.0000
SOMERVILLE 6.8750 0.2500 0.0000
BELGRADE 7.1250 0.2500 0.0000
CUMBERLAND 7.0000 0.2500 0.0000
NEW IBERIA 7.0000 0.2500 0.0000
EUFUALA 7.8750 0.2500 0.0000
SPRINGFIELD 7.6250 0.2500 0.0000
COLUMBIA 7.6250 0.2500 0.0000
WOODHAVEN 6.8750 0.2500 0.0000
PORTSMOUTH 7.3750 0.2500 0.0000
NEWBERRY 7.1250 0.2500 0.0000
ROGERS 7.2500 0.2500 0.0000
MOUNTAIN VIEW 7.8750 0.2500 0.0000
TALLAHASSEE 7.1250 0.2500 0.0000
RIVERSIDE 7.2500 0.2500 0.0000
BAKER 6.8750 0.2500 0.0000
NEW ORLEANS 6.8750 0.2500 0.0000
PHILADELPHIA 8.3750 0.2500 0.0000
ST. LOUIS 7.1250 0.2500 0.0000
PHILADELPHIA 8.3750 0.2500 0.0000
BALTIMORE 7.3750 0.2500 0.0000
JACKSON 7.2500 0.2500 0.0000
PHILADELPHIA 8.3750 0.2500 0.0000
COVINGTON 6.7500 0.2500 0.0000
COATESVILLE 7.6250 0.2500 0.0000
ORLANDO 6.7500 0.2500 0.0000
LAS VEGAS 7.8750 0.2500 0.0000
PAWTUCKET 6.8750 0.2500 0.0000
KLAMATH FALLS 6.8750 0.2500 0.0000
LOVELAND 7.0000 0.2500 0.0000
LAS VEGAS 6.7500 0.2500 0.0000
BAKER 6.8750 0.2500 0.0000
BAKER 6.8750 0.2500 0.0000
BAKER 6.8750 0.2500 0.0000
SPRING 7.2500 0.2500 0.0000
DETROIT 7.5000 0.2500 0.0000
MOUNT PLEASANT 7.0000 0.2500 0.0000
PHILADELPHIA 8.3750 0.2500 0.0000
MIAMI 6.7500 0.2500 0.0000
WEST PALM BEACH 7.1250 0.2500 0.0000
RIDGEWOOD 6.8750 0.2500 0.0000
SAN DIEGO 6.8750 0.2500 0.0000
ROWLAND HEIGHTS 6.8750 0.2500 0.0000
VIRGINIA BEACH 6.8750 0.2500 0.0000
NEW ORLEANS 7.0000 0.2500 0.0000
PALOS HILLS 7.2500 0.2500 0.0000
NEW ORLEANS 7.5000 0.2500 0.0000
MIAMI 7.1250 0.2500 0.0000
CHICAGO 7.3750 0.2500 0.0000
OLYMPIA FIELDS 6.8750 0.2500 0.0000
JACKSONVILLE 7.5000 0.2500 0.0000
RALEIGH 7.3750 0.2500 0.0000
CHICAGO 7.8750 0.2500 0.0000
ROUND LAKE 7.8750 0.2500 0.0000
BRENTWOOD 6.8750 0.2500 0.0000
WILMINGTON 6.8750 0.2500 0.0000
PERRIS 7.5000 0.2500 0.0000
COLUMBIA 6.8750 0.2500 0.0000
LAS VEGAS 7.2500 0.2500 0.0000
BALTIMORE 8.0000 0.2500 0.0000
COVINGTON 6.8750 0.2500 0.0000
CHICAGO 7.0000 0.2500 0.0000
GALESVILLE 7.1250 0.2500 0.0000
MIAMI 6.8750 0.2500 0.0000
LAFAYETTE 7.1250 0.2500 0.0000
SPANISH FORK 6.8750 0.2500 0.0000
PAINESVILLE 6.7500 0.2500 0.0000
NORTH WILDWOOD 7.1250 0.2500 0.0000
BLAUVELT 6.8750 0.2500 0.0000
RESTON 7.0000 0.2500 0.0000
CHATTANOOGA 7.5000 0.2500 0.0000
RANCHO PALOS VERDES 7.1250 0.2500 0.0000
EUGENE 7.0000 0.2500 0.0000
HARTFORD 7.2500 0.2500 0.0000
JOLIET 7.3750 0.2500 0.0000
COCONUT GROVE 7.6250 0.2500 0.0000
BERKELEY 7.5000 0.2500 0.0000
SEDRO WOOLLEY 6.8750 0.2500 0.0000
MANSFIELD 6.8750 0.2500 0.0000
CHICAGO 7.5000 0.2500 0.0000
WHITMAN 7.2500 0.2500 0.0000
BOZEMAN 7.6250 0.2500 0.0000
SAINT LOUIS 7.5000 0.2500 0.0000
HOUSTON 7.2500 0.2500 0.0000
URBANA 6.8750 0.2500 0.0000
SEATTLE 6.7500 0.2500 0.0000
WILDOMAR 6.7500 0.2500 0.0000
OAKLAND 6.8750 0.2500 0.0000
ORLANDO 6.8750 0.2500 0.0000
MARATHON 6.8750 0.2500 0.0000
FAR ROCKAWAY 6.8750 0.2500 0.0000
IRVINGTON 6.7500 0.2500 0.0000
SAN DIEGO 6.8750 0.2500 0.0000
FORT LAUDERDALE 7.6250 0.2500 0.0000
FORT LAUDERDALE 6.8750 0.2500 0.0000
BROOKLYN 7.8750 0.2500 0.0000
LOMBARD 7.7500 0.2500 0.0000
BUFFALO GROVE 7.1250 0.2500 0.0000
AURORA 7.3750 0.2500 0.0000
NORTHLAKE 7.3750 0.2500 0.0000
ELGIN 6.8750 0.2500 0.0000
MERRIMACK 6.8750 0.2500 0.0000
ORANGE PARK 7.2500 0.2500 0.0000
ISLE OF PALMS 6.8750 0.2500 0.0000
PRINCETON 7.1250 0.2500 0.0000
WALESKA 8.0000 0.2500 0.0000
ACWORTH 7.3750 0.2500 0.0000
CHARLOTTE 7.1250 0.2500 0.0000
STONE MOUNTAIN 7.3750 0.2500 0.0000
ROUND LAKE BEACH 6.8750 0.2500 0.0000
CHARLOTTE 7.6250 0.2500 0.0000
VENICE 7.6250 0.2500 0.0000
SHASTA LAKE 7.5000 0.2500 0.0000
CHICAGO 7.5000 0.2500 0.0000
WINSTON SALEM 7.6250 0.2500 0.0000
LITHONIA 7.3750 0.2500 0.0000
CARROLLTON 7.1250 0.2500 0.0000
WILMINGTON 6.8750 0.2500 0.0000
CAPE CORAL 7.5000 0.2500 0.0000
SPARTANBURG 8.0000 0.2500 0.0000
PAWTUCKET 7.1250 0.2500 0.0000
LORAIN 8.0000 0.2500 0.0000
TAMARAC 6.8750 0.2500 0.0000
CHICAGO 7.1250 0.2500 0.0000
LEESBURG 8.3750 0.2500 0.0000
NEWTOWN 6.8750 0.2500 0.0000
STONE MOUNTAIN 7.3750 0.2500 0.0000
CARLSBAD 7.1250 0.2500 0.0000
PROVIDENCE 6.8750 0.2500 0.0000
ROHNERT PARK 6.7500 0.2500 0.0000
DEDHAM 7.6250 0.2500 0.0000
TACOMA 6.7500 0.2500 0.0000
LOS ANGELES 7.0000 0.2500 0.0000
SOUTH PORTLAND 7.5000 0.2500 0.0000
TOBACCOVILLE 7.1250 0.2500 0.0000
ENTERPRISE 6.7500 0.2500 0.0000
CHESTERLAND 6.7500 0.2500 0.0000
CINCINNATI 7.3750 0.2500 0.0000
COLUMBUS 7.6250 0.2500 0.0000
BROOKLYN 7.0000 0.2500 0.0000
BROOKLYN 6.8750 0.2500 0.0000
LEXINGTON 6.8750 0.2500 0.0000
PURDYS 6.8750 0.2500 0.0000
BROOMFIELD 6.8750 0.2500 0.0000
GREER 6.8750 0.2500 0.0000
GREER 6.8750 0.2500 0.0000
BOCA GRANDE 6.8750 0.2500 0.0000
SUN VALLEY 7.7500 0.2500 0.0000
DENVER 6.8750 0.2500 0.0000
MOBILE 6.8750 0.2500 0.0000
COLUMBUS 7.6250 0.2500 0.0000
VAIL 7.1250 0.2500 0.0000
HIALEAH 7.3750 0.2500 0.0000
TAMPA 6.7500 0.2500 0.0000
COLUMBUS 7.6250 0.2500 0.0000
PEORIA 7.0000 0.2500 0.0000
GAINESVILLE 7.5000 0.2500 0.0000
PHILADELPHIA 8.3750 0.2500 0.0000
ATTLEBORO 6.7500 0.2500 0.0000
PHILADELPHIA 8.3750 0.2500 0.0000
COLD SPRING 7.0000 0.2500 0.0000
WESLEY CHAPEL 7.0000 0.2500 0.0000
CHARLOTTE 8.2500 0.2500 0.0000
PHILADELPHIA 8.3750 0.2500 0.0000
OOLTEWAH 6.8750 0.2500 0.0000
NEW BEDFORD 6.8750 0.2500 0.0000
SHIRLEY 7.0000 0.2500 0.0000
PORT ROYAL 6.7500 0.2500 0.0000
GARNERVILLE 7.6250 0.2500 0.0000
STONE MOUNTAIN 6.7500 0.2500 0.0000
BERKLEY 7.5000 0.2500 0.0000
WESTLAND 7.0000 0.2500 0.0000
EVANSTON 6.8750 0.2500 0.0000
MIAMI BEACH 7.7500 0.2500 0.0000
CINCINNATI 7.0000 0.2500 0.0000
PALM BAY 7.3750 0.2500 0.0000
QUEEN CREEK 7.1250 0.2500 0.0000
BREAUX BRIDGE 6.8750 0.2500 0.0000
PALM BAY 7.7500 0.2500 0.0000
MARRERO 6.8750 0.2500 0.0000
DECATUR 7.5000 0.2500 0.0000
COLLEGE PARK 7.8750 0.2500 0.0000
PANACEA 6.8750 0.2500 0.0000
WEST PALM BEACH 6.8750 0.2500 0.0000
MAGNOLIA SPRINGS 6.8750 0.2500 0.0000
BALTIMORE 8.3750 0.2500 0.0000
PENSACOLA 7.6250 0.2500 0.0000
SPRING VALLEY 6.7500 0.2500 0.0000
LADSON 7.1250 0.2500 0.0000
NASHVILLE 8.3750 0.2500 0.0000
KANNAPOLIS 7.0000 0.2500 0.0000
COVENTRY 7.7500 0.2500 0.0000
COMMERCE CITY 6.8750 0.2500 0.0000
PENSACOLA 6.8750 0.2500 0.0000
PENSACOLA 6.8750 0.2500 0.0000
WAYNE 7.0000 0.2500 0.0000
COLLEGE PARK 6.7500 0.2500 0.0000
HICKSVILLE 7.0000 0.2500 0.0000
DACONO 6.7500 0.2500 0.0000
SOUTHAMPTON 6.8750 0.2500 0.0000
WAYNE 7.0000 0.2500 0.0000
COVINGTON 6.7500 0.2500 0.0000
VERO BEACH 7.8750 0.2500 0.0000
GASTONIA 6.8750 0.2500 0.0000
BOILING SPRINGS 8.3750 0.2500 0.0000
CHICAGO 7.6250 0.2500 0.0000
ST PETERSBURG 7.0000 0.2500 0.0000
WATERBURY 7.7500 0.2500 0.0000
AURORA 6.8750 0.2500 0.0000
SAN LEANDRO 7.5000 0.2500 0.0000
PALOS PARK 7.7500 0.2500 0.0000
CORNELIUS 6.8750 0.2500 0.0000
NAPERVILLE 7.5000 0.2500 0.0000
TAYLORSVILLE 6.8750 0.2500 0.0000
WINSTON SALEM 7.8750 0.2500 0.0000
LOS LUNAS 7.1250 0.2500 0.0000
GARDEN CITY 7.0000 0.2500 0.0000
BALTIMORE 6.7500 0.2500 0.0000
LINCOLN 8.3750 0.2500 0.0000
POWDER SPRINGS 6.7500 0.2500 0.0000
BLACKLICK 7.5000 0.2500 0.0000
BALTIMORE 6.8750 0.2500 0.0000
WINSTON SALEM 7.8750 0.2500 0.0000
MEMPHIS 7.0000 0.2500 0.0000
SUMMERVILLE 7.2500 0.2500 0.0000
WINSTON SALEM 7.8750 0.2500 0.0000
HAMPTON 7.0000 0.2500 0.0000
CLEARWATER 7.0000 0.2500 0.0000
GLOCESTER 8.3750 0.2500 0.0000
PHILADELPHIA 8.3750 0.2500 0.0000
SALISBURY 6.7500 0.2500 0.0000
SACRAMENTO 7.2500 0.2500 0.0000
PHILADELPHIA 8.1250 0.2500 0.0000
STATEN ISLAND 7.1250 0.2500 0.0000
ALAMO 7.0000 0.2500 0.0000
BATON ROUGE 7.0000 0.2500 0.0000
TALLAHASSEE 6.8750 0.2500 0.0000
ANDERSON 7.8750 0.2500 0.0000
BIRMINGHAM 7.2500 0.2500 0.0000
PORT JEFFERSON STATION 7.1250 0.2500 0.0000
HOFFMAN ESTATES 7.1250 0.2500 0.0000
FALLS CHURCH 7.0000 0.2500 0.0000
NORTHBROOK 6.8750 0.2500 0.0000
CHICAGO 6.7500 0.2500 0.0000
ROANOKE 6.8750 0.2500 0.0000
PARKLAND 7.8750 0.2500 0.0000
HARVEY 6.8750 0.2500 0.0000
LA QUINTA 6.8750 0.2500 0.0000
BATON ROUGE 7.0000 0.2500 0.0000
ATLANTA 7.5000 0.2500 0.0000
BOYNTON BEACH 6.8750 0.2500 0.0000
CHICAGO 7.5000 0.2500 0.0000
MIAMI 6.7500 0.2500 0.0000
CHICAGO 7.5000 0.2500 0.0000
MARGATE 6.8750 0.2500 0.0000
SANDY 7.0000 0.2500 0.0000
WASHINGTON 7.3750 0.2500 0.0000
GALLATIN 7.0000 0.2500 0.0000
CHESAPEAKE BEACH 6.8750 0.2500 0.0000
KISSIMMEE 7.7500 0.2500 0.0000
WINSTON SALEM 7.5000 0.2500 0.0000
MONTGOMERY 7.1250 0.2500 0.0000
DALLAS 6.7500 0.2500 0.0000
DES PLAINES 7.5000 0.2500 0.0000
OYSTER BAY 6.8750 0.2500 0.0000
ATLANTA 7.2500 0.2500 0.0000
CHICAGO 6.8750 0.2500 0.0000
EAST HAMPTON 6.8750 0.2500 0.0000
MANCHESTER 7.0000 0.2500 0.0000
CARMEL 7.2500 0.2500 0.0000
PALM BEACH 7.1250 0.2500 0.0000
SPRINGFIELD 7.3750 0.2500 0.0000
MESA 7.3750 0.2500 0.0000
Fort Lauderdale 6.3750 0.2500 0.0000
KISSIMMEE 6.5000 0.2500 0.0000
WILLOUGHBY 6.5000 0.2500 0.0000
Lafayette Hill 6.3750 0.2500 0.0000
East Hampton 6.2500 0.2500 0.0000
Alexandria 6.0000 0.2500 0.0000
Los Angeles 6.6250 0.2500 0.0000
Montgomery 7.2500 0.2500 0.0000
TUPELO 7.6250 0.2500 0.0000
MOUNT VERNON 6.8750 0.2500 0.0000
Charlotte 7.2500 0.2500 0.0000
TUCSON 7.0000 0.2500 0.0000
Auburn Hills 6.5000 0.2500 0.0000
SILVER SPRING 6.7500 0.2500 0.0000
LOUISVILLE 6.7500 0.2500 0.0000
SAINT LOUIS 7.8750 0.2500 0.0000
NASHVILLE 7.1250 0.2500 0.0000
SAINT LOUIS 7.8750 0.2500 0.0000
SAINT LOUIS 7.7500 0.2500 0.0000
SHERWOOD 6.8750 0.2500 0.0000
SAINT LOUIS 7.8750 0.2500 0.0000
WAXHAW 7.2500 0.2500 0.0000
MORENO VALLEY 6.8750 0.2500 0.0000
ANDERSON 7.8750 0.2500 0.0000
TOPEKA 7.1250 0.2500 0.0000
ANDERSON 7.8750 0.2500 0.0000
HATTIESBURG 7.7500 0.2500 0.0000
MOUNT AIRY 7.8750 0.2500 0.0000
LEXINGTON 6.8750 0.2500 0.0000
LEXINGTON 6.8750 0.2500 0.0000
RALEIGH 7.2500 0.2500 0.0000
RALEIGH 7.2500 0.2500 0.0000
CROWN POINT 6.7500 0.2500 0.0000
RALEIGH 7.1250 0.2500 0.0000
DENVER 7.5000 0.2500 0.0000
CHICAGO 7.3750 0.2500 0.0000
WOODBRIDGE 7.0000 0.2500 0.0000
FORT COLLINS 7.2500 0.2500 0.0000
SAN RAFAEL 7.0000 0.2500 0.0000
HIGH POINT 7.5000 0.2500 0.0000
HUNTINGTON BEACH 6.7500 0.2500 0.0000
CHICAGO 7.5000 0.2500 0.0000
DENVER 6.7500 0.2500 0.0000
ELMHURST 6.8750 0.2500 0.0000
KISSIMMEE 6.8750 0.2500 0.0000
OAKLAND 6.8750 0.2500 0.0000
RALEIGH 7.1250 0.2500 0.0000
HIGH POINT 7.5000 0.2500 0.0000
TOPEKA 7.1250 0.2500 0.0000
NAGS HEAD 6.8750 0.2500 0.0000
LYNN 7.2500 0.2500 0.0000
SACRAMENTO 7.0000 0.2500 0.0000
NEW ORLEANS 7.1250 0.2500 0.0000
FALLON 6.8750 0.2500 0.0000
GAITHERSBURG 6.7500 0.2500 0.0000
SALT LAKE CITY 6.8750 0.2500 0.0000
CHARLOTTESVILLE 7.5000 0.2500 0.0000
EAST FALMOUTH 6.7500 0.2500 0.0000
MINNEAPOLIS 7.3750 0.2500 0.0000
DETROIT 8.0000 0.2500 0.0000
CHESAPEAKE 7.1250 0.2500 0.0000
RIDGEWOOD 6.8750 0.2500 0.0000
BROOKLYN 7.3750 0.2500 0.0000
SARASOTA 7.1250 0.2500 0.0000
Terrell 7.5000 0.2500 0.0000
Terrell 7.5000 0.2500 0.0000
Fort Worth 7.3750 0.2500 0.0000
Fresno 7.6250 0.2500 0.0000
Spring 8.0000 0.2500 0.0000
Memphis 7.1250 0.2500 0.0000
Terrell 7.6250 0.2500 0.0000
Terrell 7.6250 0.2500 0.0000
Plano 8.7500 0.2500 0.0000
Athens 7.5000 0.2500 0.0000
Washington 7.5000 0.2500 0.0000
Crowley 7.3750 0.2500 0.0000
Missouri City 6.5000 0.2500 0.0000
Island Park 8.0000 0.2500 0.0000
Broken Arrow 7.8750 0.2500 0.0000
Aylett 7.0000 0.2500 0.0000
WALPOLE 6.5000 0.2500 0.0000
AGOURA HILLS 6.0000 0.2500 0.0000
LAWRENCEVILLE 6.3750 0.2500 0.0000
TUCSON 5.5000 0.2500 0.0000
NEWPORT 6.5000 0.2500 0.0000
CANTON 6.0000 0.2500 0.0000
FORT MYERS 6.0000 0.2500 0.0000
Worcester 8.1250 0.2500 0.0000
MINNEAPOLIS 5.3750 0.2500 0.0000
GILBERTSVILLE 7.6250 0.2500 0.0000
REDONDO BEACH 5.5000 0.2500 0.0000
Fort Myers 7.2500 0.2500 0.0000
HILLSIDE 6.6250 0.2500 0.0000
Norwich 9.6250 0.2500 0.0000
HARRISBURG 7.1250 0.2500 0.0000
GAINESVILLE 6.0000 0.2500 0.0000
PORT RICHEY 6.3750 0.2500 0.0000
LLANO AREA 6.0000 0.2500 0.0000
COLORADO CITY 7.3750 0.2500 0.0000
YUMA 7.6250 0.2500 0.0000
SAN ANTONIO 7.8750 0.2500 0.0000
SAN DIEGO 5.5000 0.2500 0.0000
MISSION 8.7500 0.2500 0.0000
BRUNSWICK HILLS 6.5000 0.2500 0.0000
YPSILANTI 6.5000 0.2500 0.0000
OAK GROVE 7.2500 0.2500 0.0000
NASHVILLE 6.2500 0.2500 0.0000
CAPE CORAL 7.3750 0.2500 0.0000
CONCORD 6.0000 0.2500 0.0000
JACKSONVILLE 5.7500 0.2500 0.0000
HENDERSON 6.7500 0.2500 0.0000
BRUNSWICK 6.5000 0.2500 0.0000
DALLAS 6.2500 0.2500 0.0000
DALLAS 6.2500 0.2500 0.0000
EAST MORICHES 5.7500 0.2500 0.0000
Cedar Hill 7.1250 0.2500 0.0000
Dothan 6.2500 0.2500 0.0000
Valley Village 6.3750 0.2500 0.0000
Albany 7.6250 0.2500 0.0000
Albany 7.6250 0.2500 0.0000
Baltimore 7.5000 0.2500 0.0000
Hitchcock 8.0000 0.2500 0.0000
Oak Leaf 7.8750 0.2500 0.0000
Calexico 7.5000 0.2500 0.0000
HOUSTON 7.1250 0.2500 0.0000
HUMBLE 7.1250 0.2500 0.0000
Circle Pines 7.2500 0.2500 0.0000
KATY 7.2500 0.2500 0.0000
Sunrise 7.8750 0.2500 0.0000
CHARLOTTE 7.6250 0.2500 0.0000
Dallas 7.6250 0.2500 0.0000
El Monte 6.7500 0.2500 0.0000
Charlotte 6.3750 0.2500 0.0000
WINDSOR 6.5000 0.2500 0.0000
Stafford 7.1250 0.2500 0.0000
Waterville Valley 5.8750 0.2500 0.0000
Granada Hills 7.5000 0.2500 0.0000
Maumelle 6.6250 0.2500 0.0000
Highland 5.8750 0.2500 0.0000
BALTIMORE 7.7500 0.2500 0.0000
Falls Church 6.7500 0.2500 0.0000
Canton 6.5000 0.2500 0.0000
Plano 6.2500 0.2500 0.0000
Spring 7.2500 0.2500 0.0000
Minneapolis 7.0000 0.2500 0.0000
Minneapolis 7.5000 0.2500 0.0000
Saint Paul 7.0000 0.2500 0.0000
Miami 6.2500 0.2500 0.0000
DENTON 7.5000 0.2500 0.0000
GAINESVILLE 7.8750 0.2500 0.0000
HUNTSVILLE 7.6250 0.2500 0.0000
DENTON 7.0000 0.2500 0.0000
DALLAS 7.3750 0.2500 0.0000
Maywood 8.0000 0.2500 0.0000
Tyler 7.3750 0.2500 0.0000
Jefferson 8.0000 0.2500 0.0000
JACKSONVILLE 8.2500 0.2500 0.0000
Phoenixville 7.6250 0.2500 0.0000
TYLER 8.0000 0.2500 0.0000
HOUSTON 7.7500 0.2500 0.0000
Royal Oak 8.0000 0.2500 0.0000
Hightstown 6.5000 0.2500 0.0000
Belton 8.3750 0.2500 0.0000
Ellicott City 6.1250 0.2500 0.0000
Paterson 7.2500 0.2500 0.0000
MANASSAS 6.3750 0.2500 0.0000
Springfield 6.3750 0.2500 0.0000
INDIANAPOLIS 8.5000 0.2500 0.0000
INDIANAPOLIS 8.5000 0.2500 0.0000
LOUISVILLE 7.6250 0.2500 0.0000
CONVERSE 6.8750 0.2500 0.0000
Austin 7.3750 0.2500 0.0000
CHARLOTTE 8.0000 0.2500 0.0000
CHANNELVIEW 7.6250 0.2500 0.0000
HOUSTON 7.5000 0.2500 0.0000
AUSTIN 7.2500 0.2500 0.0000
Aurora 7.5000 0.2500 0.0000
Saint Louis 6.8750 0.2500 0.0000
KATY 7.5000 0.2500 0.0000
MOUNT CARMEL 7.7500 0.2500 0.0000
LAKE JACKSON 8.7500 0.2500 0.0000
Cambridge 6.7500 0.2500 0.0000
FORTH WORTH 6.8750 0.2500 0.0000
Houston 8.2500 0.2500 0.0000
AUSTIN 8.5000 0.2500 0.0000
Lubbock 8.5000 0.2500 0.0000
DALLAS 6.2500 0.2500 0.0000
LOS ANGELES 6.3750 0.2500 0.0000
HOUSTON 7.5000 0.2500 0.0000
FORT WORTH 6.2500 0.2500 0.0000
Longport 6.5000 0.2500 0.0000
Providence 8.8750 0.2500 0.0000
Edgewater 7.5000 0.2500 0.0000
DELMAR 7.2500 0.2500 0.0000
Memphis 8.5000 0.2500 0.0000
ELIZABETHTON 8.7500 0.2500 0.0000
PITTSBURGH 7.5000 0.2500 0.0000
Carlisle 8.1250 0.2500 0.0000
LANSING 7.8750 0.2500 0.0000
LANSING 7.8750 0.2500 0.0000
MCKNIGHTSTOWN 7.5000 0.2500 0.0000
ABBOTTSTOWN 7.3750 0.2500 0.0000
LOCKPORT 8.5000 0.2500 0.0000
New Hope 7.6250 0.2500 0.0000
GETTYSBURG 7.3750 0.2500 0.0000
SALISBURY 7.1250 0.2500 0.0000
KNOXVILLE 8.6250 0.2500 0.0000
KISSIMMEE 7.2500 0.2500 0.0000
Lothian 6.1250 0.2500 0.0000
Philadelphia 7.3750 0.2500 0.0000
Philadelphia 7.3750 0.2500 0.0000
Temple Hills 6.2500 0.2500 0.0000
Sevierville 7.1250 0.2500 0.0000
Curtis Bay 6.6250 0.2500 0.0000
Nashua 7.0000 0.2500 0.0000
Brookline 7.7500 0.2500 0.0000
Bronx 7.1250 0.2500 0.0000
Naples 7.5000 0.2500 0.0000
Saint Francis 7.5000 0.2500 0.0000
Coon Rapids 7.3750 0.2500 0.0000
Columbia Heights 7.5000 0.2500 0.0000
Louisville 7.8750 0.2500 0.0000
Katy 8.3750 0.2500 0.0000
Oneonta 8.3750 0.2500 0.0000
PEARLAND 7.6250 0.2500 0.0000
De Soto 6.8750 0.2500 0.0000
Houston 7.2500 0.2500 0.0000
Cleveland 7.7500 0.2500 0.0000
SAN BERNARDINO 6.3750 0.2500 0.0000
SAN BERNARDINO 6.3750 0.2500 0.0000
Dallas 8.6250 0.2500 0.0000
San Antonio 8.7500 0.2500 0.0000
Laguna Vista 6.8750 0.2500 0.0000
Mansfield 8.0000 0.2500 0.0000
Mesquite 7.3750 0.2500 0.0000
Lake Jackson 7.7500 0.2500 0.0000
Houston 6.8750 0.2500 0.0000
Corpus Christi 8.1250 0.2500 0.0000
FENWICK ISLAND 6.1250 0.2500 0.0000
LAFAYETTE 8.7500 0.2500 0.0000
MALIBU 5.8750 0.2500 0.0000
IRVINE 7.0000 0.2500 0.0000
TYLER 8.5000 0.2500 0.0000
MONTGOMERY 7.7500 0.2500 0.0000
GARLAND 7.1250 0.2500 0.0000
Garland 6.8750 0.2500 0.0000
FARMERSVILLE 6.5000 0.2500 0.0000
GILBERT 5.8750 0.2500 0.0000
San Francisco 6.6250 0.2500 0.0000
FORT MEYERS 6.0000 0.2500 0.0000
Lorton 6.0000 0.2500 0.0000
UNIONVILLE 6.7500 0.2500 0.0000
Dover 7.0000 0.2500 0.0000
Aldan 6.7500 0.2500 0.0000
Newtown 7.0000 0.2500 0.0000
Pennsauken 7.3750 0.2500 0.0000
YUCCA VALLEY 6.0000 0.2500 0.0000
TAVARES 7.7500 0.2500 0.0000
ABERDEEN 7.7500 0.2500 0.0000
WALDEN 6.6250 0.2500 0.0000
FALL RIVER 6.7500 0.2500 0.0000
BONITA SPRINGS 7.0000 0.2500 0.0000
ISSAQUAH 6.3750 0.2500 0.0000
MISSOURI CITY 6.3750 0.2500 0.0000
IDAHO FALLS 7.2500 0.2500 0.0000
MEDINA 7.6250 0.2500 0.0000
SNOHOMISH 6.3750 0.2500 0.0000
SEATTLE 6.2500 0.2500 0.0000
THOMASTON 8.2500 0.2500 0.0000
MOORESVILLE 6.5000 0.2500 0.0000
THOMASTON 8.2500 0.2500 0.0000
SAN ANTONIO 5.8750 0.2500 0.0000
RENO 6.7500 0.2500 0.0000
NORTH AURORA 6.8750 0.2500 0.0000
SPOKANE 6.8750 0.2500 0.0000
DICKINSON 5.8750 0.2500 0.0000
SYRACUSE 6.3750 0.2500 0.0000
MOUNT SINAI 8.2500 0.2500 0.0000
SPRINGFIELD 6.6250 0.2500 0.0000
SPRINGFIELD 6.6250 0.2500 0.0000
SYRACUSE 7.1250 0.2500 0.0000
CATHEDRAL CITY 6.5000 0.2500 0.0000
RIVERDALE 6.8750 0.2500 0.0000
PHILADELPHIA 6.7500 0.2500 0.0000
ATLANTA 6.7500 0.2500 0.0000
MIAMI 6.2500 0.2500 0.0000
HIDDEN VALLEY 7.6250 0.2500 0.0000
BALTIMORE 6.3750 0.2500 0.0000
BRONX 8.0000 0.2500 0.0000
BROOKLYN 7.1250 0.2500 0.0000
WOOD DALE 6.5000 0.2500 0.0000
CORAL SPRINGS 6.1250 0.2500 0.0000
COVINGTON 6.7500 0.2500 0.0000
JAMAICA 7.3750 0.2500 0.0000
DALLAS 7.0000 0.2500 0.0000
GERMANTOWN 6.5000 0.2500 0.0000
HALETHORPE 6.8750 0.2500 0.0000
OSPREY 6.7500 0.2500 0.0000
LAS VEGAS 5.7500 0.2500 0.0000
PACOLET 7.6250 0.2500 0.0000
FRANKLINTON 7.3750 0.2500 0.0000
FOUNTAIN HILLS 6.1250 0.2500 0.0000
PIKESVILLE 6.5000 0.2500 0.0000
NORTHAMPTON 7.2500 0.2500 0.0000
MENIFEE 6.5000 0.2500 0.0000
SPOKANE VALLEY 6.5000 0.2500 0.0000
YOUNGSTOWN 6.0000 0.2500 0.0000
NORTHBROOK 6.3750 0.2500 0.0000
WALDORF 6.5000 0.2500 0.0000
SEFFNER 7.0000 0.2500 0.0000
MANDEVILLE 5.7500 0.2500 0.0000
CARLSBAD 6.7500 0.2500 0.0000
LAUDERDALE LAKES 6.8750 0.2500 0.0000
GULFPORT 7.3750 0.2500 0.0000
MIAMI 6.5000 0.2500 0.0000
LAUDERDALE LAKES 6.8750 0.2500 0.0000
TAMPA 7.1250 0.2500 0.0000
COLUMBIA FALLS 7.3750 0.2500 0.0000
FULTON 6.6250 0.2500 0.0000
LAUDERDALE LAKES 6.8750 0.2500 0.0000
MENTOR 6.5000 0.2500 0.0000
BRANDON 6.0000 0.2500 0.0000
ALVA 5.8750 0.2500 0.0000
WILTON 7.0000 0.2500 0.0000
GRANTS PASS 6.8750 0.2500 0.0000
LOUISVILLE 7.8750 0.2500 0.0000
CHELSEA 6.5000 0.2500 0.0000
MCHENRY 6.8750 0.2500 0.0000
CALIMESA 6.1250 0.2500 0.0000
HAMMOND 6.8750 0.2500 0.0000
CHOCTAW 7.0000 0.2500 0.0000
LODI 6.2500 0.2500 0.0000
LAS VEGAS 6.3750 0.2500 0.0000
MIAMI 5.5000 0.2500 0.0000
UNIVERSITY PLACE 6.6250 0.2500 0.0000
BEAVERCREEK 6.8750 0.2500 0.0000
KINGSTON 6.5000 0.2500 0.0000
SAN JUAN CAPISTRANO 7.0000 0.2500 0.0000
CHICAGO 7.3750 0.2500 0.0000
BOYNE CITY 7.1250 0.2500 0.0000
PAWLEYS ISLAND 6.6250 0.2500 0.0000
GRETNA 6.7500 0.2500 0.0000
GRETNA 6.7500 0.2500 0.0000
HIALEAH 6.1250 0.2500 0.0000
RIVERDALE 6.7500 0.2500 0.0000
CAPTIVA 6.6250 0.2500 0.0000
TOLEDO 7.5000 0.2500 0.0000
TAMPA 6.6250 0.2500 0.0000
MARKHAM 6.7500 0.2500 0.0000
MAGNOLIA 6.5000 0.2500 0.0000
WASHINGTON 7.0000 0.2500 0.0000
BREMERTON 6.5000 0.2500 0.0000
MONTGOMERY 8.1250 0.2500 0.0000
MIAMI 6.1250 0.2500 0.0000
HEMET 6.5000 0.2500 0.0000
CHARDON 5.8750 0.2500 0.0000
THOMASTON 8.2500 0.2500 0.0000
LOUISVILLE 6.8750 0.2500 0.0000
NORTH LAS VEGAS 5.8750 0.2500 0.0000
BOSTON 6.2500 0.2500 0.0000
FRIENDSWOOD 6.7500 0.2500 0.0000
LAKE WALES 6.2500 0.2500 0.0000
HUTTO 6.6250 0.2500 0.0000
CHICAGO 6.3750 0.2500 0.0000
MANDEVILLE 6.3750 0.2500 0.0000
FLORENCE 6.8750 0.2500 0.0000
SAN BERNARDINO 6.2500 0.2500 0.0000
ASHEVILLE 7.5000 0.2500 0.0000
COACHELLA 6.3750 0.2500 0.0000
FLORENCE 6.8750 0.2500 0.0000
FLATWOODS 8.0000 0.2500 0.0000
SEATTLE 6.2500 0.2500 0.0000
SAN RAMON 6.6250 0.2500 0.0000
BOSTON 6.2500 0.2500 0.0000
PITTSBURG 7.8750 0.2500 0.0000
COLUMBUS 6.2500 0.2500 0.0000
HATTIESBURG 6.6250 0.2500 0.0000
PHOENIX 6.3750 0.2500 0.0000
GREER 6.6250 0.2500 0.0000
SPRINGFIELD 6.8750 0.2500 0.0000
PITTSBURG 6.5000 0.2500 0.0000
RANDALLSTOWN 6.2500 0.2500 0.0000
MISSION 6.8750 0.2500 0.0000
POLLOCK PINES 6.5000 0.2500 0.0000
FORT MOHAVE 6.5000 0.2500 0.0000
WELCH 6.3750 0.2500 0.0000
CARBONDALE 6.2500 0.2500 0.0000
FORT MOHAVE 6.5000 0.2500 0.0000
GREER 6.6250 0.2500 0.0000
SAN BERNARDINO 6.5000 0.2500 0.0000
SARASOTA 7.6250 0.2500 0.0000
HOPEWELL JUNCTION 6.8750 0.2500 0.0000
CHARLOTTE 6.6250 0.2500 0.0000
SARASOTA 7.6250 0.2500 0.0000
KENSINGTON 6.5000 0.2500 0.0000
BEAVERTON 6.5000 0.2500 0.0000
PUTNAM 7.0000 0.2500 0.0000
ORLANDO 7.1250 0.2500 0.0000
SARASOTA 7.6250 0.2500 0.0000
EVERETT 6.0000 0.2500 0.0000
DECATUR 6.0000 0.2500 0.0000
GREENSBORO 7.3750 0.2500 0.0000
CHICAGO 6.2500 0.2500 0.0000
JACKSONVILLE 6.8750 0.2500 0.0000
MANDEVILLE 6.0000 0.2500 0.0000
PAINESVILLE 6.8750 0.2500 0.0000
JACKSONVILLE 6.5000 0.2500 0.0000
JONESBORO 5.7500 0.2500 0.0000
WOODLAKE 6.1250 0.2500 0.0000
COVINGTON 7.6250 0.2500 0.0000
STREETSBORO 6.2500 0.2500 0.0000
ERIE 6.2500 0.2500 0.0000
FLORENCE 6.8750 0.2500 0.0000
SPRING 5.7500 0.2500 0.0000
OAKDALE 6.5000 0.2500 0.0000
MOUNT JULIET 6.3750 0.2500 0.0000
PEORIA 6.6250 0.2500 0.0000
FLORENCE 6.8750 0.2500 0.0000
RALEIGH 6.8750 0.2500 0.0000
SPRINGFIELD 6.7500 0.2500 0.0000
FOUNTAIN INN 6.5000 0.2500 0.0000
MIAMI 5.7500 0.2500 0.0000
PROVO 6.5000 0.2500 0.0000
FLORENCE 6.8750 0.2500 0.0000
DAVENPORT 6.3750 0.2500 0.0000
BAKERSFIELD 5.8750 0.2500 0.0000
WASHINGTON 6.3750 0.2500 0.0000
FLORENCE 6.8750 0.2500 0.0000
CHESTER 7.6250 0.2500 0.0000
BREAUX BRIDGE 6.6250 0.2500 0.0000
IRVINGTON 6.6250 0.2500 0.0000
FLORISSANT 7.6250 0.2500 0.0000
KILL DEVIL HILLS 6.2500 0.2500 0.0000
SUNRISE BEACH 7.2500 0.2500 0.0000
FLORENCE 6.8750 0.2500 0.0000
WHITE HALL 6.5000 0.2500 0.0000
BATON ROUGE 6.8750 0.2500 0.0000
OLD HICKORY 6.0000 0.2500 0.0000
JOPLIN 7.7500 0.2500 0.0000
SANDY 7.1250 0.2500 0.0000
PORT SAINT LUCIE 6.1250 0.2500 0.0000
KANSAS CITY 7.0000 0.2500 0.0000
SACRAMENTO 6.1250 0.2500 0.0000
WARREN 6.7500 0.2500 0.0000
KENT 6.0000 0.2500 0.0000
GREENVILLE 7.3750 0.2500 0.0000
HOMEWOOD 6.3750 0.2500 0.0000
MESA 6.2500 0.2500 0.0000
HUNTINGTON BEACH 6.7500 0.2500 0.0000
FREDERICK 7.1250 0.2500 0.0000
SOUTH LAKE TAHOE 5.7500 0.2500 0.0000
CORAL SPRINGS 6.3750 0.2500 0.0000
CTY OF CMMRCE 6.1250 0.2500 0.0000
SAN DIEGO 5.8750 0.2500 0.0000
HAMPTON 6.5000 0.2500 0.0000
MIAMI 7.1250 0.2500 0.0000
SCHENECTADY 6.6250 0.2500 0.0000
LOS ANGELES 6.1250 0.2500 0.0000
LAFAYETTE 7.0000 0.2500 0.0000
ELK GROVE 6.1250 0.2500 0.0000
NEWPORT NEWS 7.5000 0.2500 0.0000
CLEARWATER 7.5000 0.2500 0.0000
PORTSMOUTH 7.6250 0.2500 0.0000
AVON 6.3750 0.2500 0.0000
HOLLYWOOD 6.5000 0.2500 0.0000
WEST LEBANON 6.5000 0.2500 0.0000
TOLEDO 6.6250 0.2500 0.0000
GAUTIER 6.6250 0.2500 0.0000
MIAMI 5.8750 0.2500 0.0000
CANTON 6.0000 0.2500 0.0000
BUSHKILL 7.6250 0.2500 0.0000
MANDEVILLE 7.0000 0.2500 0.0000
RICHARDSON 6.1250 0.2500 0.0000
ACTON 7.3750 0.2500 0.0000
AUBURN 7.6250 0.2500 0.0000
MOUNT JULIET 6.1250 0.2500 0.0000
ROCKVILLE 5.8750 0.2500 0.0000
AURORA 7.0000 0.2500 0.0000
SALT LAKE CITY 6.6250 0.2500 0.0000
Clarkston 6.7500 0.2500 0.0000
Ferndale 7.3750 0.2500 0.0000
7.0664
CITY1 MSERV CURRENT_NET_COUPON MATURITY_DATE
--------------------------------------------------------------------------------------
SHREWSBURY 0.0075 6.3675 20360101
UPLAND 0.0075 6.7425 20351101
WRIGHTWOOD 0.0075 6.7425 20351101
RALEIGH 0.0075 8.2425 20360101
MAGALIA 0.0075 5.9925 20360101
Lilburn 0.0075 7.3675 20360101
EVANS 0.0075 6.2425 20360101
FRESNO 0.0075 6.6175 20360101
HILLSBORO 0.0075 7.4925 20360101
IRVING 0.0075 6.4925 20360201
NORTH LAS VEGAS 0.0075 6.6175 20360101
Spring Hill 0.0075 7.8675 20360101
NORTH PORT 0.0075 6.6175 20360101
Union City 0.0075 6.8675 20351201
NAMPA 0.0075 6.9925 20360101
PATERSON 0.0075 7.8675 20360201
WOODSTOCK 0.0075 7.4925 20360101
Midlothian 0.0075 6.1175 20360101
Suprise 0.0075 7.6175 20360101
Phoenix 0.0075 8.2425 20360101
Las Vegas 0.0075 5.9925 20360101
TOMBALL 0.0075 7.7425 20351201
Lahaina 0.0075 6.3675 20351201
CYPRESS 0.0075 7.3675 20360101
Rowland Heights 0.0075 6.2425 20351201
Tucson 0.0075 6.8675 20360201
Scottsdale 0.0075 5.9925 20351201
Gaithersburg 0.0075 7.9925 20360201
Area of Duarte 0.0075 6.7425 20351201
Hutchinson 0.0075 7.9925 20360101
Sanger 0.0075 6.3675 20360101
Trenton 0.0075 6.2425 20351201
Los Angeles 0.0075 6.1175 20460201
Riverdale 0.0075 7.2425 20360101
Henrietta 0.0075 6.2425 20360101
Round Rock 0.0075 6.6175 20360101
TULARE 0.0075 6.4925 20360201
LOUISVILLE 0.0075 7.1175 20360201
SANTA ANA 0.0075 8.1175 20360101
jonesboro 0.0075 6.3675 20360101
Mitchellville 0.0075 8.2425 20360101
Chaska 0.0075 6.9925 20360101
Fairfield 0.0075 7.3675 20360201
Tucson 0.0075 7.6175 20360201
Willow Spring 0.0075 7.7425 20360101
Cypress 0.0075 6.6175 20360101
PEORIA 0.0075 6.4925 20351201
Dallas 0.0075 7.2425 20360101
McDOnough 0.0075 6.7425 20360101
ROCKMART 0.0075 7.3675 20360101
LOS ANGELES 0.0075 6.2425 20351201
FRIDLEY 0.0075 6.8675 20360101
Hammond 0.0075 7.9925 20360201
Cincinnati 0.0075 7.2425 20360201
LAS VEGAS 0.0075 6.2425 20360101
Colorado Springs 0.0075 6.6175 20360101
Burns Township 0.0075 6.7425 20360101
CHARLOTTE 0.0075 6.9925 20360101
MCDONOUGH 0.0075 7.7425 20360101
RYDAL 0.0075 6.4925 20360101
RIVERDALE 0.0075 6.6175 20360101
MCDONOUGH 0.0075 6.7425 20360101
Westlake Village 0.0075 7.3675 20360101
Berkley 0.0075 6.2425 20360101
San Antonio 0.0075 7.2425 20360101
San Leandro 0.0075 6.6175 20351201
Norfolk 0.0075 6.6175 20351201
Rising Sun 0.0075 7.2425 20351201
Modesto 0.0075 7.6175 20351201
Baltimore 0.0075 8.3675 20351201
Baton Rouge 0.0075 8.3675 20351001
Valley Village Area 0.0075 6.2425 20360101
Tallahassee 0.0075 7.2425 20360101
HUNTSVILLE 0.0075 6.4925 20360101
Hahira 0.0075 6.4925 20360101
Dallas 0.0075 7.3675 20360101
Bloomfield 0.0075 6.2425 20350501
Elizabeth 0.0075 7.6175 20351201
Colorado Springs 0.0075 6.1175 20351201
Huntington Beach 0.0075 6.8675 20351201
Rockland 0.0075 7.4925 20351101
Gilbert 0.0075 8.1175 20351101
RIALTO 0.0075 7.1175 20360101
San Antonio 0.0075 6.2425 20360101
KISSIMMEE 0.0075 7.3675 20360101
SACRAMENTO 0.0075 6.4925 20360101
Georgetown 0.0075 6.6175 20351201
TROY 0.0075 7.3675 20351201
WESTFIELD 0.0075 6.6175 20360101
LAKE ELSINORE 0.0075 7.1175 20351201
KISSIMMEE 0.0075 7.6175 20351201
ORLANDO 0.0075 8.2425 20360201
Surprise 0.0075 6.9925 20351201
Greensburg 0.0075 6.6175 20360201
Mcdonough 0.0075 7.7425 20360201
PALM DESERT 0.0075 7.2425 20360101
CHULA VISTA 0.0075 6.4925 20360101
Glendale 0.0075 6.9925 20351201
Temple 0.0075 8.3675 20360101
College Station 0.0075 6.2425 20351201
MISSOURI CITY 0.0075 7.4925 20351201
OCEAN CITY 0.0075 6.9925 20360101
Tomball 0.0075 7.6175 20360101
Valdosta 0.0075 7.9925 20360101
Arlington 0.0075 6.9925 20360101
Van Nuys 0.0075 6.4925 20360101
DOUGLASVILLE 0.0075 7.8675 20351201
Hinesville 0.0075 6.9925 20351201
CONYERS 0.0075 6.9925 20351201
CHARLOTTE 0.0075 8.1175 20351201
Peroia 0.0075 6.4925 20351201
Los Lunas 0.0075 6.7425 20360201
Charlotte 0.0075 7.2425 20360101
WASHINGTON 0.0075 8.3675 20360101
Riverdale 0.0075 7.6175 20360101
LOMITA 0.0075 6.3675 20360101
CARTERSVILLE 0.0075 7.2425 20351201
Grand Junction 0.0075 7.2425 20360101
Scottdale 0.0075 6.8675 20360101
Valdosta 0.0075 7.2425 20351201
Queen Creek 0.0075 6.6175 20351201
Gilbert 0.0075 6.8675 20351201
SOMERTON 0.0075 7.1175 20360101
Dundalk 0.0075 7.4925 20360101
Clinton 0.0075 7.2425 20360101
Glen Burnie 0.0075 6.1175 20360101
Coral Springs 0.0075 6.1175 20360101
COVINGTON 0.0075 7.3675 20360101
HUXLEY 0.0075 7.1175 20360101
CHESAPEAKE 0.0075 7.6175 20360101
Center Point 0.0075 7.1175 20360101
Waldorf 0.0075 5.7425 20351201
Upper Marlboro 0.0075 7.1175 20351201
DECATUR 0.0075 7.7425 20351201
AUSTELL 0.0075 6.6175 20351201
Cape Charles 0.0075 6.1175 20351201
Charlotte 0.0075 6.2425 20351101
Tulare 0.0075 8.1175 20351101
Madison 0.0075 7.2425 20360101
Ocoee 0.0075 6.4925 20351201
Kendall Park 0.0075 6.9925 20360101
Bryan 0.0075 7.6175 20360201
West Valley City 0.0075 6.7425 20360101
Tavares 0.0075 6.7425 20360201
Panama City Beach 0.0075 7.2425 20360101
PIQUA 0.0075 6.9925 20360101
San Jose 0.0075 5.9925 20351201
SHOREHAM 0.0075 6.2425 20360101
Kingston 0.0075 6.6175 20360101
Miami 0.0075 6.8675 20351201
Olathe 0.0075 7.2425 20351101
BUCKEYE 0.0075 7.3675 20360101
Fort Myers 0.0075 6.8675 20360101
Cape Coral 0.0075 6.6175 20351201
BRIDGEWATER 0.0075 6.6175 20360101
TAMPA 0.0075 6.4925 20360101
BAKERSFIELD 0.0075 6.6175 20360101
Cape Coral 0.0075 6.7425 20351201
San Marcos 0.0075 6.9925 20360101
CIBOLO 0.0075 6.9925 20360101
De Soto 0.0075 7.2425 20360101
POWAY 0.0075 6.2425 20360101
BOUND BROOK 0.0075 6.6175 20360101
Clearwater 0.0075 6.3675 20351201
PHOENIXVILLE 0.0075 7.3675 20360101
Frisco 0.0075 7.4925 20360101
FREDERICKSBURG 0.0075 6.3675 20360101
New Albany 0.0075 5.9925 20351201
CINCINNATI 0.0075 9.4925 20351201
SPOTSYLVANIA 0.0075 7.2425 20360101
POTTSTOWN 0.0075 7.3675 20360101
CONROE 0.0075 6.7425 20360101
PHOENIXVILLE 0.0075 7.3675 20360101
BELLEVUE 0.0075 6.2425 20351201
UNION BRIDGE 0.0075 6.7425 20360101
Baltimore 0.0075 7.1175 20360101
RIO RANCHO 0.0075 6.9925 20360201
NEW OXFORD 0.0075 6.3675 20360201
FREDERICKSBURG 0.0075 6.2425 20360101
Roosevelt 0.0075 7.6175 20360101
Orem 0.0075 6.9925 20360201
Anamosa 0.0075 6.9925 20360201
BALDWIN PARK 0.0075 6.6175 20360101
NOVI 0.0075 6.7425 20360101
North Webster 0.0075 7.4925 20351101
LORTON 0.0075 6.6175 20360101
BOISE 0.0075 6.2425 20360101
CARTERSVILLE 0.0075 7.2425 20351201
ELKHART 0.0075 6.4925 20360201
Wyandotte 0.0075 7.8675 20360101
SHAKER HEIGHTS 0.0075 7.4925 20360201
HATTIESBURG 0.0075 7.2425 20360201
AUSTELL 0.0075 7.9925 20360101
Long Beach 0.0075 5.9925 20351101
College Park 0.0075 5.9925 20351201
Baltimore 0.0075 6.6175 20360101
VILLA RICA 0.0075 6.8675 20351201
Sugar Land 0.0075 7.9925 20360101
East Orange 0.0075 8.2425 20360101
OKLAHOMA CITY 0.0075 6.4925 20360101
ROCKMART 0.0075 6.8675 20351201
CIBOLO 0.0075 6.9925 20360101
MONROE 0.0075 7.1175 20351201
WOODBURN 0.0075 6.7425 20360101
ROCKVILLE 0.0075 6.9925 20360201
Sterling 0.0075 7.2425 20360101
ELLICOTT CITY 0.0075 7.4925 20360201
Centreville 0.0075 7.2425 20360101
Aurora 0.0075 6.7425 20351201
HAMILTON 0.0075 8.6175 20360201
MEDFORD 0.0075 7.2425 20360101
DUNDALK 0.0075 6.4925 20360101
MILWAUKEE 0.0075 7.3675 20360101
SCOTTSDALE 0.0075 6.7425 20360201
SUMTER 0.0075 6.6175 20360101
GERMANTOWN 0.0075 7.2425 20351201
SILVER SPRING 0.0075 7.1175 20360101
HOUSTON 0.0075 7.6175 20360101
CAPE CORAL 0.0075 7.2425 20360101
ANTHEM 0.0075 6.3675 20360101
Newark 0.0075 6.4925 20360101
Meridian 0.0075 7.4925 20360101
Havelock 0.0075 6.9925 20360101
Port Saint Lucie 0.0075 7.6175 20360101
Denver 0.0075 6.8675 20360101
REDMOND 0.0075 7.1175 20360201
ST. JAMES 0.0075 6.1175 20360201
ALEXANDRIA 0.0075 6.4925 20360101
Gilbert 0.0075 7.2425 20360101
KANSAS CITY 0.0075 8.3675 20360101
GARDEN CITY PARK 0.0075 6.2425 20360101
NORFOLK 0.0075 7.7425 20360101
OCEAN VIEW 0.0075 6.9925 20360101
Salem 0.0075 7.4925 20360101
Spokane Valley 0.0075 7.4925 20360101
Tallahassee 0.0075 8.1175 20360101
Miami 0.0075 6.9925 20360101
Scottsdale 0.0075 6.9925 20360101
EAST WILLISTON 0.0075 6.6175 20360201
BAKERSFIELD 0.0075 7.7425 20360101
FOUNTAIN 0.0075 6.6175 20360101
KALAMAZOO 0.0075 7.4925 20360201
STOCKTON 0.0075 6.3675 20360101
Milford 0.0075 6.3675 20360101
SEVERNA PARK 0.0075 7.4925 20360201
FREDERICK 0.0075 7.7425 20360101
TUCSON 0.0075 7.6175 20360101
Beltsville 0.0075 6.9925 20360101
Long Beach 0.0075 6.6175 20351201
Gloucester City 0.0075 7.4925 20360101
Oakland 0.0075 7.7425 20351101
BAKERSFIELD 0.0075 7.4925 20360101
DECATUR 0.0075 6.6175 20360201
LITITZ 0.0075 6.6175 20360101
LACEY 0.0075 6.8675 20360101
TAVERNIER 0.0075 7.2425 20360201
BALTIMORE 0.0075 7.2425 20360101
Woodbridge 0.0075 7.4925 20360201
OLIVEHURST 0.0075 6.6175 20360101
FRESNO 0.0075 6.6175 20360101
Saint Ann 0.0075 8.3675 20360101
PHOENIX 0.0075 6.3675 20360101
FREDERICK 0.0075 7.7425 20360101
Tarzana 0.0075 6.6175 20351201
Surprise 0.0075 6.6175 20351201
DECATUR 0.0075 7.2425 20360201
LAUDERHILL 0.0075 7.7425 20360101
DEERFIELD 0.0075 6.6175 20360101
Gilbert 0.0075 7.3675 20360101
GAMBRILLS 0.0075 7.2425 20360101
Imperial Beach 0.0075 6.4925 20351201
FATE 0.0075 7.3675 20360101
Lees Summit 0.0075 7.4925 20351201
OLYMPIA 0.0075 7.3675 20360101
FORT WORTH 0.0075 8.2425 20360101
Katy 0.0075 6.7425 20350801
MYRTLE BEACH 0.0075 6.3675 20360101
GAITHERSBURG 0.0075 7.1175 20360101
Fairfax Station 0.0075 6.4925 20360201
Huntington Beach 0.0075 6.1175 20351201
SAN JOSE 0.0075 6.7425 20360101
LAS VEGAS 0.0075 6.6175 20360101
LANHAM 0.0075 7.6175 20360101
DAVIDSONVILLE 0.0075 6.2425 20360101
SNOHOMISH 0.0075 6.7425 20360101
FREDERICK 0.0075 6.4925 20360101
BOSTON 0.0075 7.3675 20351101
Pensacola 0.0075 6.8675 20360101
MONROE 0.0075 5.9925 20360101
Goodyear 0.0075 7.1175 20360101
SANTA ANA 0.0075 6.1175 20360101
LOUISVILLE 0.0075 6.9925 20360101
DELMAR 0.0075 6.8675 20351201
Punta Gorda 0.0075 7.1175 20360201
CROSBY 0.0075 6.6175 20360101
LEAGUE CITY 0.0075 7.2425 20360201
PAINESVILLE 0.0075 8.2425 20360201
BELL GARDENS 0.0075 6.9925 20360101
COLEMAN 0.0075 6.8675 20360101
DOVER 0.0075 7.7425 20360201
HARVEST 0.0075 8.9925 20360101
Boyertown 0.0075 7.3675 20360101
Hampshire 0.0075 7.1175 20351101
FORT WORTH 0.0075 6.1175 20360101
Batesville 0.0075 7.2425 20360201
TULARE 0.0075 7.1175 20360101
GALLATIN GATEWAY 0.0075 6.7425 20360101
FOUNTAIN HILLS 0.0075 6.4925 20360101
FREDERICK 0.0075 7.2425 20360101
ORLANDO 0.0075 6.9925 20360201
ATLANTA 0.0075 7.3675 20360201
ROSEBURG 0.0075 6.4925 20360201
SAN ANTONIO 0.0075 7.2425 20360101
SCOTTSDALE 0.0075 7.8675 20360101
BARTLETT 0.0075 8.8675 20360101
Clovis 0.0075 6.9925 20351101
LEXINGTON 0.0075 7.3675 20360201
San Bernardino 0.0075 7.7425 20360101
Montgomery Village 0.0075 6.8675 20360101
SAN ANTONIO 0.0075 8.2425 20360101
Shady Side 0.0075 7.2425 20360201
Lancaster 0.0075 7.9925 20360201
riverside 0.0075 6.1175 20351001
Idledale 0.0075 5.7425 20351101
Mckinney 0.0075 7.3675 20360101
Lexington 0.0075 7.3675 20360101
Sacramento 0.0075 6.4925 20360101
GULF SHORES 0.0075 7.4925 20360101
Littleton 0.0075 7.3675 20360201
Kissimmee 0.0075 8.1175 20351001
GREENSBORO 0.0075 6.6175 20360101
OKLAHOMA CITY 0.0075 6.9925 20360101
Quincy 0.0075 7.6175 20360101
Whitesboro 0.0075 6.9925 20360101
Saint Louis 0.0075 8.1175 20360101
Spring 0.0075 7.3675 20351201
Beetown 0.0075 7.8675 20351201
Elizabethtown 0.0075 7.4925 20360101
Manchester 0.0075 7.2425 20351201
Gore 0.0075 6.6175 20351201
Yorktown 0.0075 5.9925 20351201
Orlando 0.0075 7.2425 20360101
Newport News 0.0075 6.6175 20351201
RICHMOND 0.0075 8.1175 20351101
Jasper 0.0075 7.2425 20360101
PALMDALE 0.0075 6.9925 20360101
LAKE ELSINORE 0.0075 6.4925 20351201
SAHUARITA 0.0075 6.9925 20360101
LINCOLN 0.0075 6.7425 20360101
Queen Creek 0.0075 7.3675 20360101
Destin 0.0075 7.7425 20351201
Woodstock 0.0075 5.6175 20351101
Salem 0.0075 8.4925 20351101
Miramar 0.0075 6.6175 20351101
Hialeah 0.0075 6.7425 20360101
Miami 0.0075 7.4925 20360101
SPRING 0.0075 5.9925 20351201
BUCKEYE 0.0075 7.9925 20351201
Baltimore 0.0075 7.7425 20360201
Cano Park Area 0.0075 7.2425 20360101
MUNDELEIN 0.0075 7.4925 20360201
HENDERSON 0.0075 6.8675 20360201
WAXAHACHIE 0.0075 6.9925 20360101
Flint 0.0075 7.4925 20360201
SUNNYVALE 0.0075 6.6175 20360101
CAMINO 0.0075 6.7425 20360101
Santa Ana 0.0075 6.2425 20360101
Annapolis 0.0075 6.4925 20360101
Annapolis 0.0075 6.4925 20360101
Annapolis 0.0075 7.2425 20360101
WINSTON SALEM 0.0075 7.9925 20360101
ABINGDON 0.0075 6.1175 20360101
Vienna 0.0075 7.2425 20360201
PRESTON 0.0075 7.2425 20360101
Nashua 0.0075 6.7425 20360101
Gilbertsville 0.0075 6.6175 20360101
FATE 0.0075 7.3675 20360101
Gulfport 0.0075 8.1175 20360101
FORNEY 0.0075 7.4925 20360101
RAMONA 0.0075 7.1175 20360101
Wylie 0.0075 7.4925 20360101
Nashville 0.0075 7.6175 20360201
Queen Creek 0.0075 6.9925 20360101
Buckeye 0.0075 7.7425 20360101
Glendale 0.0075 7.8675 20360101
Tucson 0.0075 7.3675 20360101
Avondale 0.0075 7.6175 20351201
Strasburg 0.0075 7.2425 20360101
SAVANNAH 0.0075 7.7425 20360201
LOUISVILLE 0.0075 8.3675 20360101
LOUISVILLE 0.0075 8.3675 20360101
NEWNAN 0.0075 7.7425 20360101
Rochester 0.0075 7.6175 20360101
Rockwall 0.0075 7.3675 20360101
Avondale 0.0075 6.9925 20351201
Queen Creek 0.0075 6.9925 20360101
Avondale 0.0075 6.9925 20351201
Avondale 0.0075 6.9925 20351201
Dallas 0.0075 6.7425 20360101
Phoenix 0.0075 6.9925 20351201
Herndon 0.0075 7.9925 20360101
Rio Rancho 0.0075 7.4925 20360101
Fairburn 0.0075 6.2425 20360101
Shaver Lake 0.0075 7.3675 20360101
Phoenix 0.0075 8.3675 20360101
Palm Springs 0.0075 6.6175 20360101
Grayson 0.0075 7.4925 20360101
Lancaster 0.0075 7.6175 20360101
Upper Marlboro 0.0075 8.1175 20360201
ESCONDIDO 0.0075 6.6175 20360101
ALGONQUIN 0.0075 6.8675 20360101
Eagle Mountain 0.0075 7.7425 20360101
Schertz 0.0075 6.9925 20360101
Maricopa 0.0075 7.4925 20351201
LOMA LINDA 0.0075 6.8675 20360101
CAMBRIDGE 0.0075 7.1175 20360101
Beltsville 0.0075 6.8675 20360201
Las Vegas 0.0075 6.6175 20460101
Peabody 0.0075 6.6175 20360101
ANNAPOLIS 0.0075 6.6175 20360101
N LAUDERDALE 0.0075 7.1175 20360101
Bakersfield 0.0075 6.9925 20360101
Avondale 0.0075 7.6175 20360101
Piscataway 0.0075 7.4925 20360201
Hiram 0.0075 6.4925 20360101
Enfield 0.0075 6.9925 20360101
Atlanta 0.0075 7.2425 20360101
Dallas 0.0075 7.4925 20360101
MIDDLETOWN 0.0075 6.8675 20360101
DESOTO 0.0075 7.4925 20360101
FORT MILL 0.0075 7.4925 20360101
Lawrenceville 0.0075 7.2425 20360101
LAS VEGAS 0.0075 6.4925 20360101
MORENO VALLEY 0.0075 5.9925 20360101
District Heights 0.0075 7.4925 20360101
Gilbert 0.0075 6.6175 20360201
TALLAHASSEE 0.0075 7.1175 20360101
SHERMAN OAKS 0.0075 6.6175 20360101
ATLANTA 0.0075 7.4925 20351201
Surprise 0.0075 7.1175 20360101
Ocala 0.0075 8.4925 20360101
LOUISVILLE 0.0075 7.4925 20360101
San Clemente 0.0075 6.1175 20351201
Laguna Niguel 0.0075 6.6175 20351201
Houston 0.0075 7.6175 20360101
MONROE TOWNSHIP 0.0075 7.7425 20360101
Trussville 0.0075 6.7425 20360101
Miami 0.0075 7.2425 20360101
Summerville 0.0075 7.8675 20360101
Las Vegas 0.0075 6.6175 20351201
Azle 0.0075 7.4925 20360101
CARTERSVILLE 0.0075 6.7425 20351201
MOORESVILLE 0.0075 7.2425 20351201
Florence 0.0075 6.8675 20351101
El Mirage 0.0075 6.8675 20351101
North Canton 0.0075 6.3675 20360101
FRANKLIN TOWNSHIP 0.0075 7.3675 20360101
CHINO HILLS 0.0075 6.9925 20351201
Kansas City 0.0075 6.8675 20360101
Mount Dora 0.0075 7.3675 20360101
Gilbert 0.0075 8.6175 20351201
Rio Vista 0.0075 6.6175 20360101
Scottsdale 0.0075 7.4925 20360101
Eustis 0.0075 7.3675 20360101
Plano 0.0075 8.4925 20351201
Boerne 0.0075 7.7425 20360201
Clayton 0.0075 7.6175 20360101
CLAYTON 0.0075 7.2425 20360101
BALTIMORE 0.0075 6.2425 20351101
Phoenix 0.0075 6.4925 20351101
BELTSVILLE 0.0075 7.3675 20360101
FAIRFIELD 0.0075 7.4925 20360101
Baltimore 0.0075 6.4925 20351201
Inglewood 0.0075 5.4925 20350701
CONCORD 0.0075 7.8675 20351201
Santa Cruz 0.0075 6.2425 20351101
COVINGTON 0.0075 6.8675 20351201
COVINGTON 0.0075 7.6175 20351201
LOGANVILLE 0.0075 6.9925 20351201
ACWORTH 0.0075 6.4925 20351201
Charlotte 0.0075 6.2425 20351201
Charlotte 0.0075 6.2425 20351201
Birmingham 0.0075 5.6175 20351101
Rockville 0.0075 6.3675 20360101
Santa Rosa Beach 0.0075 6.3675 20351001
Hilton Head 0.0075 6.3675 20360101
LAKEWOOD 0.0075 5.9925 20351201
Hapeville 0.0075 7.6175 20360101
Carrollton 0.0075 7.6175 20360101
columbus 0.0075 8.2425 20360201
Acworth 0.0075 7.3675 20360101
Stone Mountain 0.0075 7.2425 20360101
CLEARFIELD 0.0075 7.1175 20360101
Mountain View 0.0075 6.7425 20351001
WYLIE 0.0075 7.4925 20360101
MCDONOUGH 0.0075 6.4925 20360101
N LAS VEGAS 0.0075 7.1175 20360101
Nyssa 0.0075 6.1175 20360101
CLEARFIELD 0.0075 7.1175 20360101
OPA LOCKA 0.0075 7.1175 20351201
Bensalem 0.0075 6.4925 20360101
DORCHESTER 0.0075 7.6175 20351101
RIALTO 0.0075 5.8675 20360101
JERSEY CITY 0.0075 6.8675 20360101
Kennewick 0.0075 6.8675 20360101
Culpeper 0.0075 6.6175 20360101
KISSIMMEE 0.0075 7.3675 20360101
DECATUR 0.0075 6.2425 20360101
Corpus Christi 0.0075 7.1175 20351101
Chicago 0.0075 6.6175 20360101
LAUREL 0.0075 6.6175 20360101
Spartanburg 0.0075 8.2425 20360101
Washington 0.0075 7.2425 20360201
Katy 0.0075 7.1175 20360101
BOSTON 0.0075 7.2425 20360101
GOOD HOPE 0.0075 7.1175 20360101
APOLLO BEACH 0.0075 6.2425 20351201
Lamont 0.0075 6.2425 20360101
Joliet 0.0075 7.2425 20360101
Wesley Chapel 0.0075 6.3675 20360101
Marina Del Rey 0.0075 5.4925 20351201
Canton 0.0075 6.6175 20350801
Duluth 0.0075 7.1175 20351201
San Antonio 0.0075 5.9925 20351201
Denton 0.0075 5.9925 20351201
Fairburn 0.0075 6.4925 20351201
Sachse 0.0075 6.6175 20351201
Hahira 0.0075 7.1175 20360101
Newnan 0.0075 6.9925 20351101
Tampa 0.0075 6.6175 20351001
Springfield 0.0075 7.4925 20351201
Riverview 0.0075 8.7425 20351201
Blue Rock 0.0075 6.6175 20360101
NEWPORT NEWS 0.0075 7.6175 20351201
Miami 0.0075 7.3675 20351201
Brandon 0.0075 6.6175 20350801
Acworth 0.0075 7.3675 20351201
Fort Worth 0.0075 6.7425 20351001
MINOOKA 0.0075 6.8675 20360101
Winston Salem 0.0075 6.8675 20360101
Summerville 0.0075 5.4925 20351201
GAMBRILLS 0.0075 5.9925 20360101
BLYTHEWOOD 0.0075 8.4925 20360101
Hurst 0.0075 8.3675 20360101
SCOTTSDALE 0.0075 7.1175 20351201
BOSTON 0.0075 7.2425 20360101
SAN DIEGO 0.0075 5.9925 20360101
Bakersfield 0.0075 6.1175 20351201
Colorado Springs 0.0075 7.9925 20351201
NASHVILLE 0.0075 8.1175 20360101
ATHENS 0.0075 6.2425 20351201
South Bend 0.0075 6.6175 20360101
Forney 0.0075 7.3675 20360101
Albuquerque 0.0075 6.4925 20360101
Riverside 0.0075 6.7425 20351201
Mount Pleasant 0.0075 6.3675 20360101
BENICIA 0.0075 7.1175 20360101
Washington 0.0075 6.9925 20360101
Pueblo 0.0075 6.4925 20351201
Needham 0.0075 7.2425 20360101
Manassas Park 0.0075 7.1175 20360101
PATERSON 0.0075 7.1175 20351201
Philadelphia 0.0075 6.9925 20360101
Austin 0.0075 7.1175 20351201
Clayton 0.0075 6.9925 20360101
Pfafftown 0.0075 6.4925 20351201
Norcross 0.0075 5.9925 20350901
Gaithersburg 0.0075 6.1175 20360101
Humble 0.0075 8.3675 20351201
Tucson 0.0075 7.2425 20360101
DAYTON 0.0075 8.3675 20351201
Tacoma 0.0075 7.3675 20351101
CONCORD 0.0075 8.1175 20351101
BAYONNE 0.0075 8.4925 20351201
Winston Salem 0.0075 6.8675 20351201
MURRIETA 0.0075 6.3675 20351201
Stockbridge 0.0075 6.6175 20351201
Tampa 0.0075 7.9925 20360101
Dallas 0.0075 6.7425 20360101
Phoenix 0.0075 7.6175 20360101
Ocala 0.0075 8.6175 20360101
Hanover Park 0.0075 7.9925 20351201
Jonesboro 0.0075 7.9925 20351201
Clearwater 0.0075 7.4925 20351201
Mesa 0.0075 6.7425 20351201
Rockwall 0.0075 7.1175 20351201
Mount Juliet 0.0075 5.8675 20351101
ALBUQUERQUE 0.0075 6.4925 20351201
Staten Island 0.0075 7.1175 20360101
Austin 0.0075 6.2425 20351201
Annandale 0.0075 7.6175 20351201
Reston 0.0075 6.4925 20360101
Meridian 0.0075 6.6175 20360101
Springfield 0.0075 7.1175 20360101
Cedar Rapids 0.0075 8.2425 20360101
Cave Creek 0.0075 8.2425 20351201
SAN DIEGO 0.0075 6.3675 20351201
ALB 0.0075 6.4925 20351201
Rio Rancho 0.0075 6.6175 20351201
ALBUQUERQUE 0.0075 6.4925 20360101
ALBUQUERQUE 0.0075 6.4925 20360101
ALBUQUERQUE 0.0075 6.4925 20360101
Aurora 0.0075 6.9925 20360101
Lorton 0.0075 7.7425 20351201
Paia 0.0075 5.8675 20350601
BROOKLYN CENTER 0.0075 6.1175 20350801
CHICAGO 0.0075 7.1175 20360101
Bradbury 0.0075 5.9925 20351101
Fort Myers 0.0075 7.2425 20360101
Sterling 0.0075 6.3675 20360101
Carson City 0.0075 5.9925 20360101
Lewisburg 0.0075 7.2425 20351201
TWENTYNINE PALMS 0.0075 6.6175 20351101
HERNDON 0.0075 6.1175 20351201
Charlotte 0.0075 6.4925 20351201
Vienna 0.0075 6.1175 20351201
WALDORF 0.0075 7.1175 20351201
SATELLITE BCH 0.0075 6.8675 20360101
Trenton 0.0075 7.6175 20351201
Brooklyn 0.0075 6.4925 20360101
Oklahoma City 0.0075 8.3675 20350901
Austin 0.0075 7.1175 20360101
KATY 0.0075 7.4925 20360101
ROSENBERG 0.0075 7.3675 20360101
KATY 0.0075 6.8675 20351101
URBANA 0.0075 7.2425 20360101
URBANA 0.0075 7.2425 20360101
URBANA 0.0075 7.2425 20360101
NORTH LAS VEGAS 0.0075 6.4925 20350701
CONROE 0.0075 7.4925 20351201
HOUSTON 0.0075 7.4925 20351201
LANCASTER 0.0075 7.6175 20360101
HOUSTON 0.0075 7.9925 20351201
Humble 0.0075 7.2425 20351201
Pearland 0.0075 7.2425 20360101
Kenner 0.0075 7.1175 20351201
Loveland 0.0075 7.2425 20351201
Baltimore 0.0075 6.1175 20351201
BALTIMORE 0.0075 6.8675 20360101
SEVIERVILLE 0.0075 7.9925 20351201
NEWPORT NEWS 0.0075 6.2425 20360101
OCEAN CITY 0.0075 6.2425 20360101
BALTIMORE 0.0075 8.3675 20351201
Fargo 0.0075 5.8675 20360201
FARGO 0.0075 5.8675 20360201
FARGO 0.0075 5.8675 20360201
Hamilton 0.0075 6.8675 20360101
RICHMOND 0.0075 7.4925 20351101
WASHINGTON 0.0075 7.4925 20351201
BALTIMORE 0.0075 7.2425 20451201
Waldorf 0.0075 5.8675 20360101
SAINT AUGUSTINE 0.0075 6.9925 20351201
BOUNTIFUL 0.0075 6.9925 20360101
Scottsdale 0.0075 7.2425 20351201
Atlanta 0.0075 7.2425 20351201
Avondale 0.0075 7.2425 20351101
Nampa 0.0075 7.2425 20351201
Tucson 0.0075 6.6175 20351201
Glendale 0.0075 7.4925 20351201
Maricopa 0.0075 8.1175 20351201
Phoenix 0.0075 7.8675 20351201
Phoenix 0.0075 7.7425 20351201
Chandler 0.0075 7.1175 20360101
Avondale 0.0075 7.9925 20360101
Rio Rancho 0.0075 7.9925 20351201
Tucson 0.0075 7.4925 20360101
Cambridge 0.0075 7.9925 20360101
Dallas 0.0075 7.3675 20351201
East Hanover 0.0075 6.6175 20360101
Roosevelt 0.0075 7.2425 20351201
HUDSON 0.0075 8.3675 20351201
Milwaukee 0.0075 8.1175 20351201
Islip 0.0075 7.7425 20351201
Hollywood 0.0075 7.2425 20351101
HUMBLE 0.0075 6.4925 20360101
NOTASULGA 0.0075 5.4925 20251201
Virginia Beach 0.0075 7.2425 20351201
Ocoee 0.0075 6.8675 20351201
Lubbock 0.0075 7.3675 20351201
Gulfport 0.0075 7.7425 20351201
NASHVILLE 0.0075 7.9925 20360101
SAN FERNANDO 0.0075 6.3675 20360101
PHOENIX 0.0075 7.1175 20360101
PEORIA 0.0075 6.9925 20360101
Katy 0.0075 7.3675 20360101
Saint Louis 0.0075 7.6175 20351201
Denham Springs 0.0075 6.9925 20360101
Milwaukee 0.0075 7.6175 20360101
Milwaukee 0.0075 7.6175 20360101
Milwaukee 0.0075 7.6175 20360101
Milwaukee 0.0075 7.6175 20360101
Anaheim 0.0075 6.4925 20360101
Las Vegas 0.0075 6.7425 20360101
Winder 0.0075 7.1175 20351201
LINCOLN 0.0075 6.6175 20360101
Jersey City 0.0075 7.1175 20360201
Titusville 0.0075 7.6175 20360101
Indianapolis 0.0075 7.4925 20360101
HEMPSTEAD 0.0075 6.3675 20360101
Portsmouth 0.0075 7.6175 20360101
LEAGUE CITY 0.0075 7.4925 20360201
MONROE 0.0075 7.2425 20350701
McDONOUGH 0.0075 6.2425 20350701
LAWRENCEVILLE 0.0075 7.6175 20351201
HOUSTON 0.0075 7.9925 20360101
Garland 0.0075 6.8675 20360101
MONTGOMERY VILLAGE 0.0075 7.1175 20360101
GALLATIN GATEWAY 0.0075 6.7425 20360201
Houston 0.0075 6.9925 20360101
YORBA LINDA 0.0075 5.3675 20350801
NORTH POTOMAC 0.0075 5.7425 20350801
FORT MEYERS 0.0075 5.7425 20350701
BRANDON 0.0075 6.1175 20350701
GILBERT 0.0075 7.2425 20360101
SMYRNA 0.0075 6.4925 20360101
PALOS HEIGHTS 0.0075 7.9925 20360101
CHICAGO 0.0075 7.7425 20360101
DOWNEY 0.0075 7.6175 20360201
Casa Grande 0.0075 7.6175 20360101
tallahassee 0.0075 6.7425 20360101
Laveen 0.0075 7.1175 20351001
NORTH LAS VEGAS 0.0075 6.4925 20360201
DEPTFORD 0.0075 6.8675 20360101
CORPUS CHRISTI 0.0075 6.4925 20360101
FREDERICK 0.0075 7.4925 20360101
CINCINNATI 0.0075 7.1175 20360101
LACEY 0.0075 6.9925 20360101
HOUSTON 0.0075 7.6175 20360101
SCOTTSDALE 0.0075 7.1175 20360101
NORFOLK 0.0075 7.1175 20360201
ASTORIA 0.0075 6.6175 20360201
ROCKVILLE 0.0075 7.3675 20360201
ATLANTA 0.0075 7.2425 20360201
Cape Coral 0.0075 6.4925 20350901
ATLANTA 0.0075 7.2425 20360201
SPOKANE 0.0075 7.3675 20360101
Pittsburgh 0.0075 6.6175 20360201
LITTLE RIVER 0.0075 6.6175 20360201
Newark 0.0075 7.4925 20360101
Alpharetta 0.0075 6.7425 20360201
RENO 0.0075 7.1175 20360101
DOVER TWP 0.0075 7.3675 20360101
Rowley 0.0075 6.8675 20360101
WASHINGTON 0.0075 6.2425 20351201
PALM DESERT 0.0075 6.1175 20360101
BEND 0.0075 6.1175 20360201
ACWORTH 0.0075 5.9925 20351201
MARIETTA 0.0075 6.7425 20351201
RIVERDALE 0.0075 8.3675 20351201
COLUMBIA 0.0075 7.6175 20360201
Newark 0.0075 8.1175 20350901
HUNTINGTOWN 0.0075 6.2425 20360201
Succasunna 0.0075 6.8675 20351101
San Diego 0.0075 7.1175 20360101
CONCORD 0.0075 7.8675 20351201
TUCSON 0.0075 5.9925 20360101
CLOVIS 0.0075 6.9925 20360101
SNELLVILLE 0.0075 7.2425 20351201
RICHMOND 0.0075 6.7425 20360101
PARKER 0.0075 5.9925 20360101
ATLANTA 0.0075 6.9925 20360201
Roswell 0.0075 6.1175 20360201
Acworth 0.0075 6.8675 20351201
Mastic 0.0075 8.1175 20360101
LAMONT 0.0075 7.2425 20360101
Denver 0.0075 6.3675 20360101
Orlando 0.0075 6.6175 20360201
LYNDEN 0.0075 6.9925 20351201
Miami 0.0075 7.5275 20360101
FREDERICKSBURG 0.0075 6.3675 20360101
Denton 0.0075 6.2425 20360201
College Park 0.0075 7.4925 20360101
SCRANTON 0.0075 8.4925 20360101
COLLEGE PARK 0.0075 7.6175 20360101
MANTECA 0.0075 6.2425 20360101
TAYLORSVILLE 0.0075 7.4925 20360101
LAS VEGAS 0.0075 8.8675 20351101
Washington 0.0075 7.8675 20360101
NORCO 0.0075 6.9925 20360101
CLOVIS 0.0075 7.1175 20351201
Miami 0.0075 7.3675 20360101
Germantown 0.0075 7.6175 20351201
Ellsworth 0.0075 7.2425 20360101
Umatilla 0.0075 6.6175 20360101
Costa Mesa 0.0075 7.1175 20360101
Casa Grande 0.0075 7.3675 20360101
ATLANTA 0.0075 9.1175 20360201
Houston 0.0075 8.3675 20360101
Glenn Dale 0.0075 5.9925 20360201
San Antonio 0.0075 7.6175 20360101
DeSoto 0.0075 6.6175 20360101
Kannapolis 0.0075 6.8675 20360101
Covington 0.0075 6.8675 20360101
Bakersfield 0.0075 6.4925 20360101
Phoenix 0.0075 7.3675 20360201
Warner Robins 0.0075 6.9925 20251201
GARLAND 0.0075 6.7425 20360101
CELINA 0.0075 6.6175 20360101
DESOTO 0.0075 8.2425 20351201
PASADENA 0.0075 6.4925 20351201
Saint Louis 0.0075 8.3675 20360101
EVERETT 0.0075 7.4925 20360101
CLOVIS 0.0075 6.9925 20360101
KALAMAZOO 0.0075 7.2425 20360101
CAMDEN 0.0075 8.9925 20360101
ALBUQUERQUE 0.0075 8.2425 20360101
GAINESVILLE 0.0075 7.2425 20360101
GRASONVILLE 0.0075 6.8675 20360101
CARTERSVILLE 0.0075 7.2425 20351201
PROSPERITY 0.0075 7.3675 20360101
Glendale Heights 0.0075 6.7425 20360201
New Port Richey 0.0075 6.3675 20351201
CHARLOTESVILLE 0.0075 5.9925 20360101
LAGUNA BEACH 0.0075 6.4925 20360101
WEST HAMPTON 0.0075 6.7425 20360101
SCOTTSDALE 0.0075 6.3675 20360201
Richmond 0.0075 7.1175 20360101
Tempe 0.0075 5.3675 20351101
REHOBOTH BEACH 0.0075 6.8675 20360101
LEWISTON 0.0075 6.9925 20360101
GERMANTOWN 0.0075 7.1175 20360101
VANCOUVER 0.0075 5.7425 20360101
MESA 0.0075 7.2425 20360101
STAFFORD 0.0075 7.7425 20360101
PENN VALLEY 0.0075 7.2425 20360101
Jacksonville 0.0075 6.7425 20360101
RICHMOND 0.0075 7.3675 20360101
Leesburg 0.0075 5.9925 20360101
San Bernardino 0.0075 6.6175 20360101
FREDERICKSBURG 0.0075 6.6175 20360201
CLEVELAND 0.0075 8.2425 20360201
OAK POINT 0.0075 7.4925 20360101
Baltimore 0.0075 7.1175 20360101
Jersey City 0.0075 7.1175 20360101
WEST PALM BEACH 0.0075 7.9925 20351201
PATERSON 0.0075 7.4925 20360201
La Canada Flintridge 0.0075 6.3675 20360101
SANDY 0.0075 6.9925 20360101
Ridgecrest 0.0075 6.7425 20460101
Westborough 0.0075 7.3675 20360101
TUCSON 0.0075 6.8675 20360101
SANTA ANA 0.0075 7.4925 20360101
Saint Paul 0.0075 6.7425 20360201
Hopewell 0.0075 7.4925 20360101
AZLE 0.0075 7.7425 20360101
NORCROSS 0.0075 9.2425 20360201
PORTLAND 0.0075 6.8675 20360101
HARVARD 0.0075 6.6175 20360101
ROCKVILLE 0.0075 7.1175 20360101
UPPER MARLBORO 0.0075 7.1175 20360101
Colorado Springs 0.0075 7.2425 20360201
Midlothian 0.0075 6.1175 20360101
EATONTOWN 0.0075 6.3675 20360201
SCOTTSDALE 0.0075 6.7425 20360101
OAK POINT 0.0075 7.4925 20360101
MOONACHIE 0.0075 7.4925 20360101
SCOTTSDALE 0.0075 6.2425 20360101
OLYMPIA 0.0075 6.3675 20360101
TULARE 0.0075 7.6175 20360101
Media 0.0075 6.4925 20360101
BIDDEFORD 0.0075 9.2425 20360101
ALBUQUERQUE 0.0075 7.4925 20360101
TUCSON 0.0075 8.1175 20360101
Monument 0.0075 6.4925 20360101
LOUISVILLE 0.0075 6.9925 20360101
Acworth 0.0075 7.3675 20351201
Brooklyn 0.0075 6.4925 20360201
TULARE 0.0075 7.3675 20360101
Branson 0.0075 7.4925 20360101
N Lauderdale 0.0075 5.7425 20360101
CLEVELAND 0.0075 7.7425 20360101
BOZEMAN 0.0075 7.4925 20360101
YORKTOWN HEIGHTS 0.0075 6.9925 20360101
Los Angeles 0.0075 6.9925 20360101
Denver 0.0075 6.7425 20360101
HENDERSONVILLE 0.0075 7.9925 20360101
JERSEY CITY 0.0075 7.7425 20360101
SANTA ROSA BEACH 0.0075 6.9925 20360201
ATLANTIC CITY 0.0075 8.1175 20360101
ODENTON 0.0075 7.1175 20360101
TAYLOR 0.0075 6.9925 20360101
KATY 0.0075 5.8675 20360101
CYPRESS 0.0075 5.9925 20360101
Palmyra 0.0075 7.3675 20351201
PATERSON 0.0075 7.1175 20360101
STREETSBORO 0.0075 6.7425 20360101
Iuka 0.0075 6.1175 20351201
Memphis 0.0075 8.3675 20351201
PERRY HALL 0.0075 7.9925 20360101
HOUSTON 0.0075 5.9925 20360101
Newtown 0.0075 6.1175 20360201
SILVER SPRING 0.0075 5.9925 20360101
Laguna Niguel 0.0075 6.2425 20360101
TUSTIN 0.0075 6.7425 20360101
Franklin 0.0075 6.7425 20360101
MORELAND 0.0075 8.1175 20360101
CHANDLER 0.0075 7.1175 20360101
Pharr 0.0075 7.2425 20360201
REDDING 0.0075 7.1175 20360101
Gaithersburg 0.0075 6.6175 20360201
VANVOUVER 0.0075 9.4925 20360101
Glendale Heights 0.0075 6.7425 20360201
RAMAPO 0.0075 7.3675 20360101
Township of South Brunswi 0.0075 6.9925 20360101
CLOVIS 0.0075 6.1175 20360101
Upper Marlboro 0.0075 6.9925 20360101
Spring Valley 0.0075 6.3675 20360101
Gainesville 0.0075 7.2425 20360101
BAYSHORE 0.0075 7.2425 20360101
FORT WORTH 0.0075 8.2425 20360101
Phoenix 0.0075 7.1175 20360101
MANTECA 0.0075 6.1175 20360101
DENVER 0.0075 7.7425 20360101
GERMANTOWN 0.0075 7.2425 20360101
ESSEX 0.0075 6.2425 20360101
MABLETON 0.0075 7.3675 20360101
HOUSTON 0.0075 6.7425 20360101
PHOENIX 0.0075 6.3675 20360101
Memphis 0.0075 5.9925 20351201
CARLSBAD 0.0075 5.9925 20360101
Hebron 0.0075 6.2425 20351101
Jackson 0.0075 8.3675 20360101
SAN ANTONIO 0.0075 6.2425 20360101
SCOTTSDALE 0.0075 6.1175 20360101
BUCKEYE 0.0075 6.7425 20360101
CYPRESS 0.0075 6.9925 20360101
Leesburg 0.0075 6.8675 20360101
SALT LAKE CITY 0.0075 7.3675 20360101
CHICAGO 0.0075 7.2425 20360101
Austin 0.0075 7.2425 20360201
PORT WENTWORTH 0.0075 7.4925 20351201
PUEBLO 0.0075 7.2425 20350701
LOVELAND 0.0075 5.8675 20350701
PUEBLO 0.0075 7.2425 20350701
Clinton 0.0075 6.4925 20351201
Woodbridge 0.0075 6.9925 20351201
Newport News 0.0075 6.4925 20360101
Stafford 0.0075 6.9925 20351201
Leesburg 0.0075 7.2425 20360101
Key West 0.0075 6.9925 20360101
Great Falls 0.0075 5.9925 20351201
Milford 0.0075 6.4925 20360101
Stone Mountain 0.0075 6.2425 20360101
REVA 0.0075 5.6175 20350701
ST. PETERSBURG 0.0075 6.2425 20350601
CHATTANOOGA 0.0075 6.2425 20350701
PEUBLO 0.0075 7.2425 20350701
Paramount 0.0075 6.9925 20351201
DENVER 0.0075 7.8675 20351201
Mesa 0.0075 6.9925 20351201
Parkesburg 0.0075 7.1175 20351201
Malvern 0.0075 6.2425 20360101
Kennett Square 0.0075 6.6175 20360101
DANIA 0.0075 8.2425 20360101
BRYON 0.0075 5.8675 20351001
SARASOTA 0.0075 7.1175 20360101
Queen Creek 0.0075 7.8675 20360101
ATLANTA 0.0075 8.3675 20360101
WHEAT RIDGE 0.0075 5.9925 20360101
ROCKINGHAM 0.0075 6.1175 20360201
RESEDA 0.0075 7.7425 20360101
SALT LAKE CITY 0.0075 6.2425 20360201
LYNDEN 0.0075 6.9925 20360101
SPARKS 0.0075 7.2425 20360201
LOS MOLINOS 0.0075 6.9925 20360101
LAUREL 0.0075 6.4925 20360101
Houston 0.0075 5.9925 20360101
Houston 0.0075 8.4925 20351201
LAUREL 0.0075 6.2425 20360101
SAN ANTONIO 0.0075 7.2425 20360101
PHOENIXVILLE 0.0075 7.3675 20360101
LUTZ 0.0075 6.4925 20360101
GARDEN GROVE 0.0075 7.6175 20360101
NEWARK 0.0075 5.9925 20360101
DRUMS 0.0075 7.2425 20360101
MOUNT CLEMENS 0.0075 7.2425 20360101
MARYSVILLE 0.0075 6.2425 20360201
SPRINGBORO 0.0075 6.9925 20360101
Millville 0.0075 6.3675 20360101
LOGANVILLE 0.0075 6.3675 20350901
EATONTOWN 0.0075 7.2425 20360101
TAYLOR 0.0075 6.9925 20360101
UNION 0.0075 7.6175 20360101
ORLANDO 0.0075 6.9925 20360201
BETHLEHEM 0.0075 7.4925 20360101
UPPER MARLBORO 0.0075 7.3675 20360101
ANN ARBOR 0.0075 7.2425 20360101
Scotts Valley 0.0075 6.7425 20360101
Woodbridge 0.0075 7.6175 20360201
FINKSBURG 0.0075 6.6175 20360101
San Antonio 0.0075 7.4925 20360101
Houston 0.0075 5.9925 20360101
Bakersfield 0.0075 7.6175 20360101
DURHAM 0.0075 7.6175 20360101
Phoenix 0.0075 7.3675 20351201
CAPE CORAL 0.0075 6.9925 20360101
NORFOLK 0.0075 6.8675 20360201
QUEEN CREEK 0.0075 7.4925 20360101
SILVER SPRING 0.0075 6.3675 20360101
MANTECA 0.0075 6.2425 20360201
WEST CHESTER 0.0075 8.6175 20360101
LOCUST GROVE 0.0075 6.3675 20360101
TEMPE 0.0075 6.1175 20360101
SHIP BOTTOM 0.0075 6.7425 20360101
NEOTSU 0.0075 6.1175 20360101
CINCINNATI 0.0075 7.4925 20351201
LAVALLETTE 0.0075 7.1175 20360101
MARYSVILLE 0.0075 6.2425 20360201
WASHINGTON 0.0075 7.2425 20360101
WASHINGTON 0.0075 5.9925 20350501
Duluth 0.0075 5.4925 20350601
CHARLOTTE 0.0075 7.3675 20360101
MIAMI 0.0075 5.9925 20350622
SACRAMENTO 0.0075 7.7425 20360101
Brigham City 0.0075 7.6175 20351201
CLEVELAND 0.0075 7.7425 20360101
PHOENIX 0.0075 6.4925 20360101
Phoenix 0.0075 6.6175 20360201
HOUSTON 0.0075 8.2425 20360101
ROSLINDALE 0.0075 7.4925 20360101
Manassas 0.0075 7.3675 20360101
Queen Creek 0.0075 7.3675 20360101
YORBA LINDA 0.0075 7.4925 20360101
OCEANSIDE 0.0075 9.1175 20360101
CLOVIS 0.0075 7.1175 20360101
DALLAS 0.0075 6.9925 20351201
Santa Cruz 0.0075 5.9925 20360101
Mcallen 0.0075 7.4925 20360101
CHANNAHON 0.0075 6.8675 20360101
KAWKAWLIN 0.0075 6.3675 20360201
CROOKED RIVER RANCH 0.0075 6.2425 20360201
WEST ISLIP 0.0075 6.3675 20360101
WEST ROXBURY 0.0075 7.1175 20360101
CHEYENNE 0.0075 6.4925 20351201
Santa Cruz 0.0075 5.9925 20360101
LOS ANGELES 0.0075 7.2425 20360101
HYATTSVILLE 0.0075 6.9925 20360101
SOUTH PLAINFIELD 0.0075 6.3675 20360101
NAMPA 0.0075 7.1175 20360101
WHITESBURG 0.0075 6.2425 20360101
LAGUNA WOODS 0.0075 8.9925 20360101
DORCHESTER 0.0075 6.9925 20360101
Idaho Falls 0.0075 6.7425 20360101
Missouri City 0.0075 6.9925 20360101
SEATTLE 0.0075 6.3675 20360201
Pickens 0.0075 5.9925 20350901
Milledgeville 0.0075 7.2425 20360201
Katy 0.0075 7.4925 20360101
TULARE 0.0075 7.2425 20360101
Los Angeles 0.0075 6.3675 20351201
BAKERSFIELD 0.0075 6.6175 20360101
DENVER 0.0075 7.9925 20360101
Rowlett 0.0075 7.6175 20360101
SEATTLE 0.0075 7.2425 20351201
Los Angeles 0.0075 6.3675 20351201
LAKE FOREST PARK 0.0075 7.9925 20360101
Sun City 0.0075 6.8675 20360101
CHARLOTTESVILLE 0.0075 5.9925 20360101
nicholasville 0.0075 7.3675 20360101
Wilmington 0.0075 6.1175 20360101
DUNDEE 0.0075 7.1175 20360101
YORKTOWN HEIGHTS 0.0075 6.9925 20360101
Tampa 0.0075 7.3675 20360101
Richmond 0.0075 6.9925 20360201
Garland 0.0075 7.6175 20351201
NICHOLASVILLE 0.0075 7.3675 20360101
JACKSON 0.0075 7.4925 20360101
Barnegat 0.0075 7.2425 20360201
Arlington 0.0075 7.2425 20360101
RICHMOND 0.0075 6.8675 20360101
Peoria 0.0075 7.6175 20360101
BUCKEYE 0.0075 6.6175 20360101
PALM BEACH GARDENS 0.0075 6.6175 20360101
BUCKEYE 0.0075 6.9925 20360101
FREDERICKSBURG 0.0075 6.6175 20360101
PARK CITY 0.0075 6.9925 20360101
Tampa 0.0075 7.6175 20360101
Houston 0.0075 5.9925 20360101
Houston 0.0075 5.9925 20351201
San Diego 0.0075 6.2425 20351201
San Diego 0.0075 6.6175 20360101
CHARLOTTE 0.0075 6.6175 20360101
Myrtle Beach 0.0075 7.1175 20360101
Stafford 0.0075 6.7425 20360101
Brush Creek 0.0075 5.6175 20351201
Grand Junction 0.0075 6.6175 20360101
CHANHASSEN 0.0075 6.8675 20360101
BOYDS 0.0075 6.9925 20360101
Falls Church 0.0075 7.6175 20360101
PEMBROKE PINES 0.0075 7.3675 20360101
SALINAS 0.0075 6.4925 20360101
Cumming 0.0075 6.7425 20360101
JERSEY CITY 0.0075 8.4925 20360101
MADISON 0.0075 7.4925 20360101
MADISON 0.0075 7.4925 20360101
MADISON 0.0075 7.4925 20360101
MADISON 0.0075 7.4925 20360101
Phoenix 0.0075 7.7425 20360101
AURORA 0.0075 7.2425 20351201
HUMBLE 0.0075 7.2425 20360101
TUCSON 0.0075 6.6175 20351201
Kissimmee 0.0075 6.7425 20351201
ROCKVILLE CENTER 0.0075 6.7425 20351201
Lakeway 0.0075 7.6175 20360101
Milford 0.0075 6.9925 20360101
Kansas City 0.0075 7.2425 20351101
Houston 0.0075 6.7425 20351001
Enfield 0.0075 7.3675 20360101
Saint Charles 0.0075 6.6175 20351001
Hunt 0.0075 6.8675 20351001
Conroe 0.0075 6.6175 20351201
Garland 0.0075 7.9925 20351201
Hampton Bays 0.0075 6.6175 20351201
Newport News 0.0075 7.2425 20351101
HOUSTON 0.0075 7.4925 20351101
HUMBLE 0.0075 7.2425 20351201
Saco 0.0075 5.9925 20360101
Montgomery Village 0.0075 7.4925 20351101
Jacksonville 0.0075 7.1175 20351201
BROOMFIELD 0.0075 6.4925 20351201
Humble 0.0075 8.1175 20360101
Harlingen 0.0075 7.6175 20351201
TOWN OF RYE 0.0075 6.1175 20350501
Peroia 0.0075 7.2425 20351201
Houston 0.0075 6.4925 20351101
Wilton 0.0075 5.7425 20351201
Oceanside 0.0075 6.7325 20360101
Tampa 0.0075 6.2425 20360101
Saint Petersburg 0.0075 6.8675 20360101
Stowe 0.0075 5.7425 20201101
POTTSTOWN 0.0075 5.7425 20201101
Tampa 0.0075 6.8675 20351201
Hallandale Beach 0.0075 5.9925 20351201
Charlotte 0.0075 6.8675 20351201
Hogansville 0.0075 6.1175 20350901
Atlanta 0.0075 6.9925 20351201
Marietta 0.0075 6.4925 20360101
Orlando 0.0075 6.8675 20351201
Decatur 0.0075 6.3675 20351201
Marble 0.0075 7.3675 20360101
Palm City 0.0075 6.3675 20360101
Bradenton 0.0075 7.4925 20351201
Homestead 0.0075 7.4925 20351201
Jacksonville 0.0075 7.4925 20351201
Gainesville 0.0075 6.2425 20360101
Garner 0.0075 7.8675 20360101
Decatur 0.0075 6.8675 20351201
SUGAR HILL 0.0075 6.7425 20360101
Atlanta 0.0075 6.7425 20351201
South Bend 0.0075 6.9925 20350901
Bluffton 0.0075 6.6175 20350801
RIVERSIDE 0.0075 6.4925 20360101
BOULDER 0.0075 6.3675 20360101
TOLEDO 0.0075 6.7425 20351201
TOLEDO 0.0075 6.7425 20351201
FORT COLLINS 0.0075 5.4925 20350801
PENSACOLA 0.0075 5.8675 20351101
METAIRIE 0.0075 6.6175 20351201
TOLEDO 0.0075 6.7425 20351201
CHESAPEAKE 0.0075 5.8675 20351201
TOLEDO 0.0075 6.7425 20351201
DOUGLASVILLE 0.0075 6.2425 20351101
BOGALUSA 0.0075 6.7425 20351101
CHESTERFIELD 0.0075 5.9925 20360101
PUNTA GORDA 0.0075 6.9925 20360101
ROSEVILLE 0.0075 5.9925 20360101
HEMET 0.0075 6.1175 20360101
PONTIAC 0.0075 7.2425 20360101
PONTIAC 0.0075 7.2425 20360101
HAMPTON 0.0075 6.7425 20360101
FAIRFAX 0.0075 5.8675 20210101
SAINT LOUIS 0.0075 7.8675 20360101
PEORIA 0.0075 6.8675 20360101
BELTSVILLE 0.0075 6.4925 20360101
WAYNE 0.0075 6.9925 20351201
VIRGINIA BEACH 0.0075 7.4925 20351201
PORT READING 0.0075 5.7425 20360101
CAROL STREAM 0.0075 6.6175 20360101
COLUMBIA 0.0075 6.3675 20360101
LIVERPOOL 0.0075 6.9925 20360101
TARPON SPRINGS 0.0075 5.7425 20351101
OAKLAND 0.0075 5.4925 20351201
MOBILE 0.0075 6.9925 20360101
SAN DIEGO 0.0075 5.9925 20360101
PROVO 0.0075 5.7425 20351101
COON RAPIDS 0.0075 5.8675 20351101
HUGHSON 0.0075 6.2425 20201201
BALTIMORE 0.0075 6.2425 20360101
FAIRFIELD 0.0075 6.1175 20360101
KINGWOOD 0.0075 6.9925 20351101
ST PETERSBURG 0.0075 6.2425 20360101
BEND 0.0075 6.2425 20360101
SALT LAKE CITY 0.0075 6.8675 20360101
DUMFRIES 0.0075 6.3675 20360101
PHILADELPHIA 0.0075 7.3675 20360101
LAS VEGAS 0.0075 5.9925 20351101
OAKLAND 0.0075 5.8675 20351201
PHILADELPHIA 0.0075 7.3675 20360101
PHOENIX 0.0075 6.2425 20351101
BEND 0.0075 6.2425 20360101
SALINAS 0.0075 5.7425 20360101
PETAL 0.0075 6.8675 20360101
COVINGTON 0.0075 6.2425 20350901
HOUSTON 0.0075 7.1175 20351101
BEND 0.0075 6.2425 20360101
SIMI VALLEY 0.0075 5.7425 20351201
OAK RIDGE 0.0075 6.1175 20210101
GARNER 0.0075 5.9925 20351201
BEND 0.0075 6.2425 20360101
SPRINGFIELD 0.0075 6.1175 20351201
WASHINGTON 0.0075 6.4925 20360101
HUNTINGTON STATION 0.0075 6.6175 20360101
MANDEVILLE 0.0075 6.7425 20351101
CHICAGO 0.0075 7.6175 20360101
MEADOW VISTA 0.0075 6.6175 20360101
CASCO 0.0075 6.6175 20351201
NEWPORT NEWS 0.0075 7.3675 20360101
WEBB CITY 0.0075 6.7425 20360101
PUYALLUP 0.0075 5.9925 20351101
HAMILTON 0.0075 5.7425 20351101
TOLEDO 0.0075 7.2425 20360101
LAFAYETTE 0.0075 6.1175 20351001
MERIDIAN 0.0075 6.3675 20360101
WEST LINN 0.0075 6.3675 20360101
THIBODAUX 0.0075 6.6175 20351201
TOLEDO 0.0075 8.1175 20360101
TACOMA 0.0075 7.1175 20360101
DELTONA 0.0075 6.3675 20351201
INDIANAPOLIS 0.0075 6.8675 20360101
PORT RICHEY 0.0075 7.4925 20360101
VERO BEACH 0.0075 5.9925 20351201
KNOXVILLE 0.0075 5.8675 20351201
CHICAGO 0.0075 6.7425 20360101
HOUSTON 0.0075 6.7425 20360101
BALDWINSVILLE 0.0075 6.9925 20360101
TACOMA 0.0075 6.2425 20351201
MISSOURI CITY 0.0075 6.6175 20351101
NAVARRE 0.0075 6.1175 20351001
NASHVILLE 0.0075 5.6175 20360101
AVON LAKE 0.0075 6.1175 20351201
TOLEDO 0.0075 6.1175 20351201
PORTLAND 0.0075 5.8675 20360101
REPUBLIC 0.0075 6.1175 20351201
NORTH CHARLESTON 0.0075 5.6175 20351201
ORANGE PARK 0.0075 6.7425 20360101
MOBILE 0.0075 6.1175 20351101
CHARLOTTE 0.0075 6.2425 20360101
NORTH RICHLAND HILLS 0.0075 7.2425 20351201
TOPSHAM 0.0075 6.9925 20360101
KANSAS CITY 0.0075 7.2425 20360101
COTTAGE GROVE 0.0075 6.2425 20351201
Dallas 0.0075 7.2425 20351201
DUNEDIN 0.0075 6.1175 20351101
NORTH MIAMI 0.0075 6.4925 20360101
MONROE 0.0075 6.1175 20360101
FORT MYERS 0.0075 5.9925 20351201
PATERSON 0.0075 6.6175 20360101
SALEM 0.0075 6.3675 20360101
SAINT LOUIS 0.0075 7.3675 20360101
LONGVIEW 0.0075 6.7425 20360101
PORTSMOUTH 0.0075 6.9925 20351201
BALTIMORE 0.0075 6.1175 20360101
GREENWOOD 0.0075 7.2425 20360101
ELGIN 0.0075 7.2425 20360101
WARREN 0.0075 6.9925 20360101
LAUDERDALE LAKES 0.0075 7.6175 20360101
MIAMI 0.0075 6.1175 20351001
JACKSONVILLE 0.0075 6.4925 20360101
CINCINNATI 0.0075 6.3675 20360101
LOS ANGELES 0.0075 6.6175 20360101
HAVANA 0.0075 6.9925 20360101
LADY LAKE 0.0075 7.1175 20360101
BALTIMORE 0.0075 7.4925 20360101
LONDON 0.0075 6.6175 20360101
FORT PAYNE 0.0075 6.6175 20351201
VALRICO 0.0075 7.3675 20351201
CHICAGO 0.0075 7.2425 20360101
HUMBOLDT 0.0075 6.6175 20360101
ABERDEEN 0.0075 7.4925 20360101
DULUTH 0.0075 6.2425 20360101
SOUTH SAN FRANCISCO 0.0075 5.8675 20360101
ABERDEEN 0.0075 7.4925 20360101
CHARLOTTE 0.0075 5.9925 20351201
OLNEY 0.0075 5.6175 20351201
ABERDEEN 0.0075 7.4925 20360101
PENSACOLA 0.0075 6.1175 20351201
ABERDEEN 0.0075 7.4925 20360101
HILTON HEAD ISLAND 0.0075 5.6175 20351201
ABERDEEN 0.0075 7.4925 20360101
REX 0.0075 5.6175 20351101
MEMPHIS 0.0075 7.4925 20360101
LANGLEY 0.0075 6.2425 20351201
LOUISVILLE 0.0075 7.3675 20360101
MEMPHIS 0.0075 7.3675 20351201
GALVESTON 0.0075 6.3675 20360101
ODESSA 0.0075 7.2425 20360101
HATTIESBURG 0.0075 5.6175 20351101
MEMPHIS 0.0075 7.3675 20351201
TRENTON 0.0075 6.6175 20360101
HATTIESBURG 0.0075 5.6175 20351201
CENTER 0.0075 5.9925 20360101
SAINT JOSEPH 0.0075 7.3675 20360101
SAN MATEO 0.0075 6.3675 20360101
WAXHAW 0.0075 6.1175 20360101
ERIN 0.0075 6.6175 20351201
BERNARDSVILLE 0.0075 6.7425 20360101
MIAMI 0.0075 6.2425 20351201
WAYNE 0.0075 6.9925 20351201
LOS ANGELES 0.0075 5.9925 20351201
DARBY 0.0075 6.6175 20360101
PROVIDENCE 0.0075 6.6175 20360101
ARIZONA CITY 0.0075 6.2425 20351101
MEMPHIS 0.0075 7.3675 20351201
GREEN BAY 0.0075 6.7425 20360101
SILVERDALE 0.0075 5.6175 20351201
CLEVELAND 0.0075 6.2425 20351201
MEMPHIS 0.0075 7.3675 20351201
WALDORF 0.0075 6.2425 20360101
SUFFOLK 0.0075 6.1175 20351201
MEMPHIS 0.0075 7.3675 20351201
MEMPHIS 0.0075 7.3675 20351201
MACEDONIA 0.0075 6.3675 20351201
MEMPHIS 0.0075 7.3675 20351201
LONG BEACH 0.0075 5.9925 20351201
LITTLE FALLS 0.0075 7.4925 20360101
MEMPHIS 0.0075 7.3675 20351201
WASHINGTON 0.0075 5.9925 20351201
PORTLAND 0.0075 6.1175 20351201
JAMAICA BEACH 0.0075 6.4925 20351001
PUYALLUP 0.0075 6.2425 20351201
CHICAGO HEIGHTS 0.0075 6.8675 20360101
MANDEVILLE 0.0075 6.7425 20351101
AMHERST 0.0075 7.3675 20360101
NEW IBERIA 0.0075 6.2425 20351001
MIAMI 0.0075 6.3675 20360101
RIVIERA BEACH 0.0075 7.3675 20360101
LOUISVILLE 0.0075 6.7425 20351201
KANSAS CITY 0.0075 6.8675 20360101
LIVONIA 0.0075 7.1175 20360101
POCATELLO 0.0075 6.6175 20360101
PAWTUCKET 0.0075 7.4925 20360101
LINCOLN 0.0075 6.7425 20360101
WAYNE 0.0075 6.9925 20351201
WILMINGTON 0.0075 6.2425 20360101
GARDEN CITY 0.0075 6.9925 20351201
MACON 0.0075 6.7425 20360101
WAYNE 0.0075 6.9925 20351201
WESTLAND 0.0075 6.9925 20351201
NEW CARROLLTON 0.0075 6.3675 20360101
COCOA BEACH 0.0075 6.2425 20360101
BROWNSTOWN TOWNSHIP 0.0075 8.1175 20360101
CANTON 0.0075 7.7425 20360101
BOULDER 0.0075 6.3675 20360101
DAVIS 0.0075 6.3675 20351201
BOULDER 0.0075 6.3675 20360101
TOLEDO 0.0075 6.7425 20351201
RIVERVIEW 0.0075 6.2425 20351201
DRAPER 0.0075 5.9925 20360101
MADISON 0.0075 6.4925 20351201
CORAL GABLES 0.0075 5.9925 20350901
CHULA VISTA 0.0075 6.3675 20360101
MEMPHIS 0.0075 7.4925 20360101
PONCHATOULA 0.0075 5.6175 20350901
BATON ROUGE 0.0075 6.9925 20360101
MEMPHIS 0.0075 7.4925 20360101
TOMBALL 0.0075 7.1175 20360101
MEMPHIS 0.0075 7.4925 20360101
MEMPHIS 0.0075 7.4925 20360101
TOPPENISH 0.0075 6.8675 20360101
CHATTANOOGA 0.0075 6.7425 20351201
MEMPHIS 0.0075 7.4925 20360101
BALTIMORE 0.0075 6.3675 20360101
MIRAMAR 0.0075 5.6175 20351101
WADSWORTH 0.0075 6.1175 20360101
AIKEN 0.0075 5.9925 20201001
MILFORD 0.0075 7.6175 20360101
HIALEAH 0.0075 5.9925 20351101
MANTEO 0.0075 6.4925 20360101
BOSTON 0.0075 5.9925 20360101
NORMAN 0.0075 6.7425 20360101
SAN JOSE 0.0075 6.4925 20360101
SAINT LOUIS 0.0075 7.1175 20360101
EASTLAKE 0.0075 7.1175 20351201
SANDY 0.0075 6.4925 20360101
COOKEVILLE 0.0075 6.2425 20351201
SPOKANE 0.0075 6.3675 20351201
WINSTON SALEM 0.0075 7.6175 20360101
VANCOUVER 0.0075 6.3675 20360101
SHREVEPORT 0.0075 6.8675 20351201
HIGHLAND 0.0075 6.4925 20360101
SARATOGA SPRINGS 0.0075 6.7425 20360101
MIAMI BEACH 0.0075 6.4925 20350901
COLUMBUS 0.0075 7.1175 20360101
ALBUQUERQUE 0.0075 6.2425 20360101
PHILADELPHIA 0.0075 7.3675 20360101
GLENS FALLS 0.0075 6.7425 20360101
PRAIRIEVILLE 0.0075 6.7425 20360101
KEY LARGO 0.0075 6.4925 20351101
PITTSBURGH 0.0075 6.6175 20360101
NEW HYDE PARK 0.0075 6.8675 20360101
JACKSON 0.0075 5.7425 20360101
HATTIESBURG 0.0075 5.6175 20351101
MIAMI 0.0075 7.4925 20351101
LIVERMORE 0.0075 7.6175 20360101
NEW HAVEN 0.0075 6.6175 20360101
LOS ANGELES 0.0075 6.2425 20351201
LOUISVILLE 0.0075 6.9925 20360101
East Williston 0.0075 5.8675 20360101
DANVILLE 0.0075 6.8675 20360101
PALM COAST 0.0075 6.3675 20351201
FORT WORTH 0.0075 7.2425 20351201
MIAMI 0.0075 7.2425 20351101
METHUEN 0.0075 6.7425 20351201
BOGALUSA 0.0075 6.7425 20351201
HOUSTON 0.0075 6.7425 20351101
KUNA 0.0075 7.1175 20360101
LAFAYETTE 0.0075 6.7425 20351101
HIGHLAND PARK 0.0075 6.7425 20351101
Houston 0.0075 6.9925 20351201
NORFOLK 0.0075 7.2425 20351201
SARATOGA SPRINGS 0.0075 5.6175 20360101
WAXAHACHIE 0.0075 6.2425 20360101
RUSHVILLE 0.0075 5.9925 20351201
MEMPHIS 0.0075 7.4925 20360101
GENEVA 0.0075 6.1175 20360101
NETCONG 0.0075 6.7425 20360101
DOTHAN 0.0075 6.8675 20360101
LIVERMORE 0.0075 6.6175 20360101
CLEARWATER 0.0075 6.4925 20360101
CONCORD 0.0075 7.6175 20360101
UNIONDALE 0.0075 7.3675 20360101
DES PLAINES 0.0075 7.2425 20360101
LOMA LINDA 0.0075 7.4925 20351201
MIAMI LAKES 0.0075 6.8675 20360101
CHICAGO 0.0075 7.3675 20360101
YORK 0.0075 7.7425 20360101
MESA 0.0075 6.6175 20360101
SOMERVILLE 0.0075 6.6175 20360101
NEWPORT 0.0075 6.4925 20351201
EUFUALA 0.0075 7.6175 20351201
SOMERVILLE 0.0075 6.6175 20360101
BELGRADE 0.0075 6.8675 20360101
CUMBERLAND 0.0075 6.7425 20360101
NEW IBERIA 0.0075 6.7425 20351201
EUFUALA 0.0075 7.6175 20351201
SPRINGFIELD 0.0075 7.3675 20360101
COLUMBIA 0.0075 7.3675 20360101
WOODHAVEN 0.0075 6.6175 20360101
PORTSMOUTH 0.0075 7.1175 20360101
NEWBERRY 0.0075 6.8675 20351201
ROGERS 0.0075 6.9925 20351201
MOUNTAIN VIEW 0.0075 7.6175 20360101
TALLAHASSEE 0.0075 6.8675 20351201
RIVERSIDE 0.0075 6.9925 20360101
BAKER 0.0075 6.6175 20351201
NEW ORLEANS 0.0075 6.6175 20351201
PHILADELPHIA 0.0075 8.1175 20360101
ST. LOUIS 0.0075 6.8675 20360101
PHILADELPHIA 0.0075 8.1175 20360101
BALTIMORE 0.0075 7.1175 20360101
JACKSON 0.0075 6.9925 20351201
PHILADELPHIA 0.0075 8.1175 20360101
COVINGTON 0.0075 6.4925 20351201
COATESVILLE 0.0075 7.3675 20351201
ORLANDO 0.0075 6.4925 20360101
LAS VEGAS 0.0075 7.6175 20360101
PAWTUCKET 0.0075 6.6175 20360101
KLAMATH FALLS 0.0075 6.6175 20360101
LOVELAND 0.0075 6.7425 20351201
LAS VEGAS 0.0075 6.4925 20351201
BAKER 0.0075 6.6175 20351201
BAKER 0.0075 6.6175 20351201
BAKER 0.0075 6.6175 20351201
SPRING 0.0075 6.9925 20360101
DETROIT 0.0075 7.2425 20360101
MOUNT PLEASANT 0.0075 6.7425 20360101
PHILADELPHIA 0.0075 8.1175 20360101
MIAMI 0.0075 6.4925 20350901
WEST PALM BEACH 0.0075 6.8675 20360101
RIDGEWOOD 0.0075 6.6175 20360101
SAN DIEGO 0.0075 6.6175 20360101
ROWLAND HEIGHTS 0.0075 6.6175 20351201
VIRGINIA BEACH 0.0075 6.6175 20360101
NEW ORLEANS 0.0075 6.7425 20360101
PALOS HILLS 0.0075 6.9925 20351201
NEW ORLEANS 0.0075 7.2425 20360101
MIAMI 0.0075 6.8675 20360101
CHICAGO 0.0075 7.1175 20360101
OLYMPIA FIELDS 0.0075 6.6175 20360101
JACKSONVILLE 0.0075 7.2425 20360101
RALEIGH 0.0075 7.1175 20351201
CHICAGO 0.0075 7.6175 20360101
ROUND LAKE 0.0075 7.6175 20360101
BRENTWOOD 0.0075 6.6175 20360101
WILMINGTON 0.0075 6.6175 20351201
PERRIS 0.0075 7.2425 20360101
COLUMBIA 0.0075 6.6175 20360101
LAS VEGAS 0.0075 6.9925 20360101
BALTIMORE 0.0075 7.7425 20360101
COVINGTON 0.0075 6.6175 20360101
CHICAGO 0.0075 6.7425 20360101
GALESVILLE 0.0075 6.8675 20360101
MIAMI 0.0075 6.6175 20350901
LAFAYETTE 0.0075 6.8675 20360101
SPANISH FORK 0.0075 6.6175 20360101
PAINESVILLE 0.0075 6.4925 20351201
NORTH WILDWOOD 0.0075 6.8675 20360101
BLAUVELT 0.0075 6.6175 20360101
RESTON 0.0075 6.7425 20360101
CHATTANOOGA 0.0075 7.2425 20360101
RANCHO PALOS VERDES 0.0075 6.8675 20360101
EUGENE 0.0075 6.7425 20360101
HARTFORD 0.0075 6.9925 20360101
JOLIET 0.0075 7.1175 20360101
COCONUT GROVE 0.0075 7.3675 20360101
BERKELEY 0.0075 7.2425 20351201
SEDRO WOOLLEY 0.0075 6.6175 20360101
MANSFIELD 0.0075 6.6175 20360101
CHICAGO 0.0075 7.2425 20360101
WHITMAN 0.0075 6.9925 20360101
BOZEMAN 0.0075 7.3675 20360101
SAINT LOUIS 0.0075 7.2425 20360101
HOUSTON 0.0075 6.9925 20360101
URBANA 0.0075 6.6175 20351201
SEATTLE 0.0075 6.4925 20351201
WILDOMAR 0.0075 6.4925 20351201
OAKLAND 0.0075 6.6175 20360101
ORLANDO 0.0075 6.6175 20351201
MARATHON 0.0075 6.6175 20360101
FAR ROCKAWAY 0.0075 6.6175 20360101
IRVINGTON 0.0075 6.4925 20360101
SAN DIEGO 0.0075 6.6175 20360101
FORT LAUDERDALE 0.0075 7.3675 20360101
FORT LAUDERDALE 0.0075 6.6175 20351101
BROOKLYN 0.0075 7.6175 20360101
LOMBARD 0.0075 7.4925 20360101
BUFFALO GROVE 0.0075 6.8675 20360101
AURORA 0.0075 7.1175 20360101
NORTHLAKE 0.0075 7.1175 20360101
ELGIN 0.0075 6.6175 20360101
MERRIMACK 0.0075 6.6175 20360101
ORANGE PARK 0.0075 6.9925 20360101
ISLE OF PALMS 0.0075 6.6175 20360101
PRINCETON 0.0075 6.8675 20360101
WALESKA 0.0075 7.7425 20360101
ACWORTH 0.0075 7.1175 20360101
CHARLOTTE 0.0075 6.8675 20360101
STONE MOUNTAIN 0.0075 7.1175 20360101
ROUND LAKE BEACH 0.0075 6.6175 20360101
CHARLOTTE 0.0075 7.3675 20360101
VENICE 0.0075 7.3675 20360101
SHASTA LAKE 0.0075 7.2425 20360101
CHICAGO 0.0075 7.2425 20360101
WINSTON SALEM 0.0075 7.3675 20360101
LITHONIA 0.0075 7.1175 20360101
CARROLLTON 0.0075 6.8675 20360101
WILMINGTON 0.0075 6.6175 20360101
CAPE CORAL 0.0075 7.2425 20360101
SPARTANBURG 0.0075 7.7425 20360101
PAWTUCKET 0.0075 6.8675 20360101
LORAIN 0.0075 7.7425 20351201
TAMARAC 0.0075 6.6175 20360101
CHICAGO 0.0075 6.8675 20360101
LEESBURG 0.0075 8.1175 20360101
NEWTOWN 0.0075 6.6175 20360101
STONE MOUNTAIN 0.0075 7.1175 20360101
CARLSBAD 0.0075 6.8675 20360101
PROVIDENCE 0.0075 6.6175 20360101
ROHNERT PARK 0.0075 6.4925 20360101
DEDHAM 0.0075 7.3675 20360101
TACOMA 0.0075 6.4925 20360101
LOS ANGELES 0.0075 6.7425 20360101
SOUTH PORTLAND 0.0075 7.2425 20360101
TOBACCOVILLE 0.0075 6.8675 20360101
ENTERPRISE 0.0075 6.4925 20360101
CHESTERLAND 0.0075 6.4925 20360101
CINCINNATI 0.0075 7.1175 20351201
COLUMBUS 0.0075 7.3675 20360101
BROOKLYN 0.0075 6.7425 20360101
BROOKLYN 0.0075 6.6175 20360101
LEXINGTON 0.0075 6.6175 20351201
PURDYS 0.0075 6.6175 20360101
BROOMFIELD 0.0075 6.6175 20351201
GREER 0.0075 6.6175 20351201
GREER 0.0075 6.6175 20351201
BOCA GRANDE 0.0075 6.6175 20360101
SUN VALLEY 0.0075 7.4925 20360101
DENVER 0.0075 6.6175 20360101
MOBILE 0.0075 6.6175 20360101
COLUMBUS 0.0075 7.3675 20360101
VAIL 0.0075 6.8675 20360101
HIALEAH 0.0075 7.1175 20360101
TAMPA 0.0075 6.4925 20351201
COLUMBUS 0.0075 7.3675 20360101
PEORIA 0.0075 6.7425 20360101
GAINESVILLE 0.0075 7.2425 20360101
PHILADELPHIA 0.0075 8.1175 20360101
ATTLEBORO 0.0075 6.4925 20360101
PHILADELPHIA 0.0075 8.1175 20360101
COLD SPRING 0.0075 6.7425 20360101
WESLEY CHAPEL 0.0075 6.7425 20351201
CHARLOTTE 0.0075 7.9925 20360101
PHILADELPHIA 0.0075 8.1175 20360101
OOLTEWAH 0.0075 6.6175 20351201
NEW BEDFORD 0.0075 6.6175 20360101
SHIRLEY 0.0075 6.7425 20360101
PORT ROYAL 0.0075 6.4925 20360101
GARNERVILLE 0.0075 7.3675 20360101
STONE MOUNTAIN 0.0075 6.4925 20360101
BERKLEY 0.0075 7.2425 20360101
WESTLAND 0.0075 6.7425 20351201
EVANSTON 0.0075 6.6175 20360101
MIAMI BEACH 0.0075 7.4925 20360101
CINCINNATI 0.0075 6.7425 20360101
PALM BAY 0.0075 7.1175 20360101
QUEEN CREEK 0.0075 6.8675 20360101
BREAUX BRIDGE 0.0075 6.6175 20351201
PALM BAY 0.0075 7.4925 20360101
MARRERO 0.0075 6.6175 20360101
DECATUR 0.0075 7.2425 20360101
COLLEGE PARK 0.0075 7.6175 20360101
PANACEA 0.0075 6.6175 20360101
WEST PALM BEACH 0.0075 6.6175 20351201
MAGNOLIA SPRINGS 0.0075 6.6175 20360101
BALTIMORE 0.0075 8.1175 20360101
PENSACOLA 0.0075 7.3675 20360101
SPRING VALLEY 0.0075 6.4925 20360101
LADSON 0.0075 6.8675 20360101
NASHVILLE 0.0075 8.1175 20360101
KANNAPOLIS 0.0075 6.7425 20360101
COVENTRY 0.0075 7.4925 20360101
COMMERCE CITY 0.0075 6.6175 20360101
PENSACOLA 0.0075 6.6175 20360101
PENSACOLA 0.0075 6.6175 20360101
WAYNE 0.0075 6.7425 20351201
COLLEGE PARK 0.0075 6.4925 20360101
HICKSVILLE 0.0075 6.7425 20360101
DACONO 0.0075 6.4925 20360101
SOUTHAMPTON 0.0075 6.6175 20360101
WAYNE 0.0075 6.7425 20351201
COVINGTON 0.0075 6.4925 20351201
VERO BEACH 0.0075 7.6175 20360101
GASTONIA 0.0075 6.6175 20351201
BOILING SPRINGS 0.0075 8.1175 20351201
CHICAGO 0.0075 7.3675 20360101
ST PETERSBURG 0.0075 6.7425 20360101
WATERBURY 0.0075 7.4925 20360101
AURORA 0.0075 6.6175 20360101
SAN LEANDRO 0.0075 7.2425 20360101
PALOS PARK 0.0075 7.4925 20360101
CORNELIUS 0.0075 6.6175 20360101
NAPERVILLE 0.0075 7.2425 20360101
TAYLORSVILLE 0.0075 6.6175 20351201
WINSTON SALEM 0.0075 7.6175 20360101
LOS LUNAS 0.0075 6.8675 20360101
GARDEN CITY 0.0075 6.7425 20351201
BALTIMORE 0.0075 6.4925 20360101
LINCOLN 0.0075 8.1175 20360101
POWDER SPRINGS 0.0075 6.4925 20360101
BLACKLICK 0.0075 7.2425 20360101
BALTIMORE 0.0075 6.6175 20351201
WINSTON SALEM 0.0075 7.6175 20360101
MEMPHIS 0.0075 6.7425 20351201
SUMMERVILLE 0.0075 6.9925 20360101
WINSTON SALEM 0.0075 7.6175 20360101
HAMPTON 0.0075 6.7425 20351201
CLEARWATER 0.0075 6.7425 20360101
GLOCESTER 0.0075 8.1175 20360101
PHILADELPHIA 0.0075 8.1175 20360101
SALISBURY 0.0075 6.4925 20360101
SACRAMENTO 0.0075 6.9925 20360101
PHILADELPHIA 0.0075 7.8675 20351101
STATEN ISLAND 0.0075 6.8675 20360101
ALAMO 0.0075 6.7425 20360101
BATON ROUGE 0.0075 6.7425 20351101
TALLAHASSEE 0.0075 6.6175 20360101
ANDERSON 0.0075 7.6175 20351101
BIRMINGHAM 0.0075 6.9925 20360101
PORT JEFFERSON STATION 0.0075 6.8675 20360101
HOFFMAN ESTATES 0.0075 6.8675 20360101
FALLS CHURCH 0.0075 6.7425 20360101
NORTHBROOK 0.0075 6.6175 20360101
CHICAGO 0.0075 6.4925 20360101
ROANOKE 0.0075 6.6175 20360101
PARKLAND 0.0075 7.6175 20360101
HARVEY 0.0075 6.6175 20351101
LA QUINTA 0.0075 6.6175 20351201
BATON ROUGE 0.0075 6.7425 20351101
ATLANTA 0.0075 7.2425 20360101
BOYNTON BEACH 0.0075 6.6175 20360101
CHICAGO 0.0075 7.2425 20351201
MIAMI 0.0075 6.4925 20360101
CHICAGO 0.0075 7.2425 20351201
MARGATE 0.0075 6.6175 20360101
SANDY 0.0075 6.7425 20351201
WASHINGTON 0.0075 7.1175 20360101
GALLATIN 0.0075 6.7425 20360101
CHESAPEAKE BEACH 0.0075 6.6175 20360101
KISSIMMEE 0.0075 7.4925 20360101
WINSTON SALEM 0.0075 7.2425 20360101
MONTGOMERY 0.0075 6.8675 20360101
DALLAS 0.0075 6.4925 20351201
DES PLAINES 0.0075 7.2425 20360101
OYSTER BAY 0.0075 6.6175 20360101
ATLANTA 0.0075 6.9925 20360101
CHICAGO 0.0075 6.6175 20360101
EAST HAMPTON 0.0075 6.6175 20360101
MANCHESTER 0.0075 6.7425 20360101
CARMEL 0.0075 6.9925 20360101
PALM BEACH 0.0075 6.8675 20360101
SPRINGFIELD 0.0075 7.1175 20360101
MESA 0.0075 7.1175 20360101
Fort Lauderdale 0.0075 6.1175 20351201
KISSIMMEE 0.0075 6.2425 20360101
WILLOUGHBY 0.0075 6.2425 20360101
Lafayette Hill 0.0075 6.1175 20351101
East Hampton 0.0075 5.9925 20351201
Alexandria 0.0075 5.7425 20351201
Los Angeles 0.0075 6.3675 20360101
Montgomery 0.0075 6.9925 20360101
TUPELO 0.0075 7.3675 20351201
MOUNT VERNON 0.0075 6.6175 20351001
Charlotte 0.0075 6.9925 20350701
TUCSON 0.0075 6.7425 20360101
Auburn Hills 0.0075 6.2425 20360201
SILVER SPRING 0.0075 6.4925 20300901
LOUISVILLE 0.0075 6.4925 20360101
SAINT LOUIS 0.0075 7.6175 20351201
NASHVILLE 0.0075 6.8675 20360101
SAINT LOUIS 0.0075 7.6175 20351201
SAINT LOUIS 0.0075 7.4925 20351201
SHERWOOD 0.0075 6.6175 20360101
SAINT LOUIS 0.0075 7.6175 20351201
WAXHAW 0.0075 6.9925 20360101
MORENO VALLEY 0.0075 6.6175 20360101
ANDERSON 0.0075 7.6175 20351101
TOPEKA 0.0075 6.8675 20360101
ANDERSON 0.0075 7.6175 20351101
HATTIESBURG 0.0075 7.4925 20360101
MOUNT AIRY 0.0075 7.6175 20360101
LEXINGTON 0.0075 6.6175 20351101
LEXINGTON 0.0075 6.6175 20351101
RALEIGH 0.0075 6.9925 20351201
RALEIGH 0.0075 6.9925 20351201
CROWN POINT 0.0075 6.4925 20360101
RALEIGH 0.0075 6.8675 20351201
DENVER 0.0075 7.2425 20360101
CHICAGO 0.0075 7.1175 20360101
WOODBRIDGE 0.0075 6.7425 20360101
FORT COLLINS 0.0075 6.9925 20360101
SAN RAFAEL 0.0075 6.7425 20351201
HIGH POINT 0.0075 7.2425 20360101
HUNTINGTON BEACH 0.0075 6.4925 20360101
CHICAGO 0.0075 7.2425 20360101
DENVER 0.0075 6.4925 20360101
ELMHURST 0.0075 6.6175 20360101
KISSIMMEE 0.0075 6.6175 20351201
OAKLAND 0.0075 6.6175 20360101
RALEIGH 0.0075 6.8675 20360101
HIGH POINT 0.0075 7.2425 20360101
TOPEKA 0.0075 6.8675 20360101
NAGS HEAD 0.0075 6.6175 20360101
LYNN 0.0075 6.9925 20360101
SACRAMENTO 0.0075 6.7425 20351201
NEW ORLEANS 0.0075 6.8675 20351201
FALLON 0.0075 6.6175 20351201
GAITHERSBURG 0.0075 6.4925 20351201
SALT LAKE CITY 0.0075 6.6175 20360101
CHARLOTTESVILLE 0.0075 7.2425 20360101
EAST FALMOUTH 0.0075 6.4925 20360101
MINNEAPOLIS 0.0075 7.1175 20360101
DETROIT 0.0075 7.7425 20360101
CHESAPEAKE 0.0075 6.8675 20360101
RIDGEWOOD 0.0075 6.6175 20360101
BROOKLYN 0.0075 7.1175 20360101
SARASOTA 0.0075 6.8675 20360101
Terrell 0.0075 7.2425 20351201
Terrell 0.0075 7.2425 20210101
Fort Worth 0.0075 7.1175 20351201
Fresno 0.0075 7.3675 20351201
Spring 0.0075 7.7425 20351201
Memphis 0.0075 6.8675 20351201
Terrell 0.0075 7.3675 20360101
Terrell 0.0075 7.3675 20360101
Plano 0.0075 8.4925 20360101
Athens 0.0075 7.2425 20351201
Washington 0.0075 7.2425 20251101
Crowley 0.0075 7.1175 20351101
Missouri City 0.0075 6.2425 20360101
Island Park 0.0075 7.7425 20351201
Broken Arrow 0.0075 7.6175 20351201
Aylett 0.0075 6.7425 20360101
WALPOLE 0.0075 6.2425 20350801
AGOURA HILLS 0.0075 5.7425 20350801
LAWRENCEVILLE 0.0075 6.1175 20350801
TUCSON 0.0075 5.2425 20200701
NEWPORT 0.0075 6.2425 20350901
CANTON 0.0075 5.7425 20350801
FORT MYERS 0.0075 5.7425 20350701
Worcester 0.0075 7.8675 20351001
MINNEAPOLIS 0.0075 5.1175 20200801
GILBERTSVILLE 0.0075 7.3675 20360101
REDONDO BEACH 0.0075 5.2425 20350801
Fort Myers 0.0075 6.9925 20350901
HILLSIDE 0.0075 6.3675 20351001
Norwich 0.0075 9.3675 20351001
HARRISBURG 0.0075 6.8675 20351201
GAINESVILLE 0.0075 5.7425 20350801
PORT RICHEY 0.0075 6.1175 20350801
LLANO AREA 0.0075 5.7425 20351101
COLORADO CITY 0.0075 7.1175 20360101
YUMA 0.0075 7.3675 20360101
SAN ANTONIO 0.0075 7.6175 20360101
SAN DIEGO 0.0075 5.2425 20351101
MISSION 0.0075 8.4925 20360101
BRUNSWICK HILLS 0.0075 6.2425 20360101
YPSILANTI 0.0075 6.2425 20360101
OAK GROVE 0.0075 6.9925 20360101
NASHVILLE 0.0075 5.9925 20350701
CAPE CORAL 0.0075 7.1175 20350801
CONCORD 0.0075 5.7425 20350801
JACKSONVILLE 0.0075 5.4925 20350801
HENDERSON 0.0075 6.4925 20351201
BRUNSWICK 0.0075 6.2425 20360101
DALLAS 0.0075 5.9925 20200801
DALLAS 0.0075 5.9925 20200801
EAST MORICHES 0.0075 5.4925 20351101
Cedar Hill 0.0075 6.8675 20351001
Dothan 0.0075 5.9925 20351101
Valley Village 0.0075 6.1175 20360101
Albany 0.0075 7.3675 20351201
Albany 0.0075 7.3675 20351201
Baltimore 0.0075 7.2425 20201201
Hitchcock 0.0075 7.7425 20360101
Oak Leaf 0.0075 7.6175 20360101
Calexico 0.0075 7.2425 20351201
HOUSTON 0.0075 6.8675 20351201
HUMBLE 0.0075 6.8675 20351201
Circle Pines 0.0075 6.9925 20351101
KATY 0.0075 6.9925 20351201
Sunrise 0.0075 7.6175 20360101
CHARLOTTE 0.0075 7.3675 20360101
Dallas 0.0075 7.3675 20351101
El Monte 0.0075 6.4925 20350901
Charlotte 0.0075 6.1175 20351201
WINDSOR 0.0075 6.2425 20350901
Stafford 0.0075 6.8675 20351101
Waterville Valley 0.0075 5.6175 20351201
Granada Hills 0.0075 7.2425 20351201
Maumelle 0.0075 6.3675 20360101
Highland 0.0075 5.6175 20200801
BALTIMORE 0.0075 7.4925 20351201
Falls Church 0.0075 6.4925 20351201
Canton 0.0075 6.2425 20351201
Plano 0.0075 5.9925 20351101
Spring 0.0075 6.9925 20351101
Minneapolis 0.0075 6.7425 20351201
Minneapolis 0.0075 7.2425 20351201
Saint Paul 0.0075 6.7425 20360101
Miami 0.0075 5.9925 20351201
DENTON 0.0075 7.2425 20351201
GAINESVILLE 0.0075 7.6175 20360101
HUNTSVILLE 0.0075 7.3675 20360201
DENTON 0.0075 6.7425 20360101
DALLAS 0.0075 7.1175 20360101
Maywood 0.0075 7.7425 20360101
Tyler 0.0075 7.1175 20351201
Jefferson 0.0075 7.7425 20360101
JACKSONVILLE 0.0075 7.9925 20351201
Phoenixville 0.0075 7.3675 20351201
TYLER 0.0075 7.7425 20360101
HOUSTON 0.0075 7.4925 20351201
Royal Oak 0.0075 7.7425 20360101
Hightstown 0.0075 6.2425 20351201
Belton 0.0075 8.1175 20351201
Ellicott City 0.0075 5.8675 20351201
Paterson 0.0075 6.9925 20351201
MANASSAS 0.0075 6.1175 20360101
Springfield 0.0075 6.1175 20360101
INDIANAPOLIS 0.0075 8.2425 20351201
INDIANAPOLIS 0.0075 8.2425 20351201
LOUISVILLE 0.0075 7.3675 20351201
CONVERSE 0.0075 6.6175 20360101
Austin 0.0075 7.1175 20351201
CHARLOTTE 0.0075 7.7425 20351201
CHANNELVIEW 0.0075 7.3675 20351201
HOUSTON 0.0075 7.2425 20351201
AUSTIN 0.0075 6.9925 20351201
Aurora 0.0075 7.2425 20351101
Saint Louis 0.0075 6.6175 20350901
KATY 0.0075 7.2425 20351201
MOUNT CARMEL 0.0075 7.4925 20360101
LAKE JACKSON 0.0075 8.4925 20360101
Cambridge 0.0075 6.4925 20351201
FORTH WORTH 0.0075 6.6175 20350901
Houston 0.0075 7.9925 20351201
AUSTIN 0.0075 8.2425 20351201
Lubbock 0.0075 8.2425 20351201
DALLAS 0.0075 5.9925 20351201
LOS ANGELES 0.0075 6.1175 20360101
HOUSTON 0.0075 7.2425 20351201
FORT WORTH 0.0075 5.9925 20210101
Longport 0.0075 6.2425 20351001
Providence 0.0075 8.6175 20351001
Edgewater 0.0075 7.2425 20360101
DELMAR 0.0075 6.9925 20351201
Memphis 0.0075 8.2425 20351201
ELIZABETHTON 0.0075 8.4925 20351201
PITTSBURGH 0.0075 7.2425 20360101
Carlisle 0.0075 7.8675 20360101
LANSING 0.0075 7.6175 20351201
LANSING 0.0075 7.6175 20351201
MCKNIGHTSTOWN 0.0075 7.2425 20351201
ABBOTTSTOWN 0.0075 7.1175 20351201
LOCKPORT 0.0075 8.2425 20360101
New Hope 0.0075 7.3675 20351201
GETTYSBURG 0.0075 7.1175 20351201
SALISBURY 0.0075 6.8675 20351201
KNOXVILLE 0.0075 8.3675 20351201
KISSIMMEE 0.0075 6.9925 20351201
Lothian 0.0075 5.8675 20351201
Philadelphia 0.0075 7.1175 20351101
Philadelphia 0.0075 7.1175 20351101
Temple Hills 0.0075 5.9925 20351101
Sevierville 0.0075 6.8675 20351101
Curtis Bay 0.0075 6.3675 20350801
Nashua 0.0075 6.7425 20360101
Brookline 0.0075 7.4925 20360101
Bronx 0.0075 6.8675 20360101
Naples 0.0075 7.2425 20351201
Saint Francis 0.0075 7.2425 20351201
Coon Rapids 0.0075 7.1175 20351101
Columbia Heights 0.0075 7.2425 20351201
Louisville 0.0075 7.6175 20351201
Katy 0.0075 8.1175 20351201
Oneonta 0.0075 8.1175 20351201
PEARLAND 0.0075 7.3675 20351201
De Soto 0.0075 6.6175 20350901
Houston 0.0075 6.9925 20350901
Cleveland 0.0075 7.4925 20351101
SAN BERNARDINO 0.0075 6.1175 20351001
SAN BERNARDINO 0.0075 6.1175 20351001
Dallas 0.0075 8.3675 20351201
San Antonio 0.0075 8.4925 20360101
Laguna Vista 0.0075 6.6175 20351201
Mansfield 0.0075 7.7425 20351201
Mesquite 0.0075 7.1175 20351201
Lake Jackson 0.0075 7.4925 20351201
Houston 0.0075 6.6175 20351201
Corpus Christi 0.0075 7.8675 20351201
FENWICK ISLAND 0.0075 5.8675 20201101
LAFAYETTE 0.0075 8.4925 20351201
MALIBU 0.0075 5.6175 20350801
IRVINE 0.0075 6.7425 20360101
TYLER 0.0075 8.2425 20351201
MONTGOMERY 0.0075 7.4925 20360101
GARLAND 0.0075 6.8675 20351201
Garland 0.0075 6.6175 20351201
FARMERSVILLE 0.0075 6.2425 20351001
GILBERT 0.0075 5.6175 20350801
San Francisco 0.0075 6.3675 20360101
FORT MEYERS 0.0075 5.7425 20350901
Lorton 0.0075 5.7425 20351101
UNIONVILLE 0.0075 6.4925 20351201
Dover 0.0075 6.7425 20360101
Aldan 0.0075 6.4925 20360101
Newtown 0.0075 6.7425 20351201
Pennsauken 0.0075 7.1175 20360101
YUCCA VALLEY 0.0075 5.7425 20351201
TAVARES 0.0075 7.4925 20360101
ABERDEEN 0.0075 7.4925 20360101
WALDEN 0.0075 6.3675 20360101
FALL RIVER 0.0075 6.4925 20360101
BONITA SPRINGS 0.0075 6.7425 20351101
ISSAQUAH 0.0075 6.1175 20351201
MISSOURI CITY 0.0075 6.1175 20360101
IDAHO FALLS 0.0075 6.9925 20360101
MEDINA 0.0075 7.3675 20360101
SNOHOMISH 0.0075 6.1175 20351201
SEATTLE 0.0075 5.9925 20351201
THOMASTON 0.0075 7.9925 20351201
MOORESVILLE 0.0075 6.2425 20351201
THOMASTON 0.0075 7.9925 20351201
SAN ANTONIO 0.0075 5.6175 20351201
RENO 0.0075 6.4925 20360101
NORTH AURORA 0.0075 6.6175 20360101
SPOKANE 0.0075 6.6175 20351201
DICKINSON 0.0075 5.6175 20191201
SYRACUSE 0.0075 6.1175 20360101
MOUNT SINAI 0.0075 7.9925 20360101
SPRINGFIELD 0.0075 6.3675 20360101
SPRINGFIELD 0.0075 6.3675 20360101
SYRACUSE 0.0075 6.8675 20360101
CATHEDRAL CITY 0.0075 6.2425 20351201
RIVERDALE 0.0075 6.6175 20360101
PHILADELPHIA 0.0075 6.4925 20360101
ATLANTA 0.0075 6.4925 20360101
MIAMI 0.0075 5.9925 20350701
HIDDEN VALLEY 0.0075 7.3675 20360101
BALTIMORE 0.0075 6.1175 20360101
BRONX 0.0075 7.7425 20360101
BROOKLYN 0.0075 6.8675 20360101
WOOD DALE 0.0075 6.2425 20360101
CORAL SPRINGS 0.0075 5.8675 20350901
COVINGTON 0.0075 6.4925 20351201
JAMAICA 0.0075 7.1175 20360101
DALLAS 0.0075 6.7425 20360101
GERMANTOWN 0.0075 6.2425 20351201
HALETHORPE 0.0075 6.6175 20360101
OSPREY 0.0075 6.4925 20360101
LAS VEGAS 0.0075 5.4925 20350801
PACOLET 0.0075 7.3675 20360101
FRANKLINTON 0.0075 7.1175 20360101
FOUNTAIN HILLS 0.0075 5.8675 20351201
PIKESVILLE 0.0075 6.2425 20351201
NORTHAMPTON 0.0075 6.9925 20360101
MENIFEE 0.0075 6.2425 20351201
SPOKANE VALLEY 0.0075 6.2425 20360101
YOUNGSTOWN 0.0075 5.7425 20351201
NORTHBROOK 0.0075 6.1175 20351201
WALDORF 0.0075 6.2425 20360101
SEFFNER 0.0075 6.7425 20351201
MANDEVILLE 0.0075 5.4925 20350801
CARLSBAD 0.0075 6.4925 20360101
LAUDERDALE LAKES 0.0075 6.6175 20351101
GULFPORT 0.0075 7.1175 20360101
MIAMI 0.0075 6.2425 20350901
LAUDERDALE LAKES 0.0075 6.6175 20351101
TAMPA 0.0075 6.8675 20360101
COLUMBIA FALLS 0.0075 7.1175 20360101
FULTON 0.0075 6.3675 20360101
LAUDERDALE LAKES 0.0075 6.6175 20351101
MENTOR 0.0075 6.2425 20351201
BRANDON 0.0075 5.7425 20360101
ALVA 0.0075 5.6175 20351101
WILTON 0.0075 6.7425 20360101
GRANTS PASS 0.0075 6.6175 20360101
LOUISVILLE 0.0075 7.6175 20360101
CHELSEA 0.0075 6.2425 20351201
MCHENRY 0.0075 6.6175 20360101
CALIMESA 0.0075 5.8675 20360101
HAMMOND 0.0075 6.6175 20351201
CHOCTAW 0.0075 6.7425 20360101
LODI 0.0075 5.9925 20351201
LAS VEGAS 0.0075 6.1175 20351201
MIAMI 0.0075 5.2425 20351001
UNIVERSITY PLACE 0.0075 6.3675 20360101
BEAVERCREEK 0.0075 6.6175 20360101
KINGSTON 0.0075 6.2425 20351201
SAN JUAN CAPISTRANO 0.0075 6.7425 20360101
CHICAGO 0.0075 7.1175 20360101
BOYNE CITY 0.0075 6.8675 20360101
PAWLEYS ISLAND 0.0075 6.3675 20360101
GRETNA 0.0075 6.4925 20350901
GRETNA 0.0075 6.4925 20350901
HIALEAH 0.0075 5.8675 20351101
RIVERDALE 0.0075 6.4925 20360101
CAPTIVA 0.0075 6.3675 20351101
TOLEDO 0.0075 7.2425 20360101
TAMPA 0.0075 6.3675 20351201
MARKHAM 0.0075 6.4925 20360101
MAGNOLIA 0.0075 6.2425 20360101
WASHINGTON 0.0075 6.7425 20360101
BREMERTON 0.0075 6.2425 20351201
MONTGOMERY 0.0075 7.8675 20360101
MIAMI 0.0075 5.8675 20351001
HEMET 0.0075 6.2425 20351201
CHARDON 0.0075 5.6175 20351201
THOMASTON 0.0075 7.9925 20351201
LOUISVILLE 0.0075 6.6175 20360101
NORTH LAS VEGAS 0.0075 5.6175 20351201
BOSTON 0.0075 5.9925 20351201
FRIENDSWOOD 0.0075 6.4925 20351201
LAKE WALES 0.0075 5.9925 20360101
HUTTO 0.0075 6.3675 20351201
CHICAGO 0.0075 6.1175 20360101
MANDEVILLE 0.0075 6.1175 20351201
FLORENCE 0.0075 6.6175 20360101
SAN BERNARDINO 0.0075 5.9925 20360101
ASHEVILLE 0.0075 7.2425 20360101
COACHELLA 0.0075 6.1175 20360101
FLORENCE 0.0075 6.6175 20351201
FLATWOODS 0.0075 7.7425 20360101
SEATTLE 0.0075 5.9925 20351201
SAN RAMON 0.0075 6.3675 20360101
BOSTON 0.0075 5.9925 20351201
PITTSBURG 0.0075 7.6175 20360101
COLUMBUS 0.0075 5.9925 20351201
HATTIESBURG 0.0075 6.3675 20351201
PHOENIX 0.0075 6.1175 20351201
GREER 0.0075 6.3675 20351201
SPRINGFIELD 0.0075 6.6175 20360101
PITTSBURG 0.0075 6.2425 20360101
RANDALLSTOWN 0.0075 5.9925 20360101
MISSION 0.0075 6.6175 20360101
POLLOCK PINES 0.0075 6.2425 20360101
FORT MOHAVE 0.0075 6.2425 20351201
WELCH 0.0075 6.1175 20351201
CARBONDALE 0.0075 5.9925 20351201
FORT MOHAVE 0.0075 6.2425 20351201
GREER 0.0075 6.3675 20351201
SAN BERNARDINO 0.0075 6.2425 20360101
SARASOTA 0.0075 7.3675 20360101
HOPEWELL JUNCTION 0.0075 6.6175 20360101
CHARLOTTE 0.0075 6.3675 20351201
SARASOTA 0.0075 7.3675 20360101
KENSINGTON 0.0075 6.2425 20360101
BEAVERTON 0.0075 6.2425 20360101
PUTNAM 0.0075 6.7425 20351201
ORLANDO 0.0075 6.8675 20360101
SARASOTA 0.0075 7.3675 20360101
EVERETT 0.0075 5.7425 20351201
DECATUR 0.0075 5.7425 20351101
GREENSBORO 0.0075 7.1175 20360101
CHICAGO 0.0075 5.9925 20351201
JACKSONVILLE 0.0075 6.6175 20360101
MANDEVILLE 0.0075 5.7425 20351101
PAINESVILLE 0.0075 6.6175 20360101
JACKSONVILLE 0.0075 6.2425 20360101
JONESBORO 0.0075 5.4925 20351201
WOODLAKE 0.0075 5.8675 20351201
COVINGTON 0.0075 7.3675 20360101
STREETSBORO 0.0075 5.9925 20360101
ERIE 0.0075 5.9925 20351201
FLORENCE 0.0075 6.6175 20351201
SPRING 0.0075 5.4925 20351101
OAKDALE 0.0075 6.2425 20210101
MOUNT JULIET 0.0075 6.1175 20360101
PEORIA 0.0075 6.3675 20360101
FLORENCE 0.0075 6.6175 20351201
RALEIGH 0.0075 6.6175 20360101
SPRINGFIELD 0.0075 6.4925 20351101
FOUNTAIN INN 0.0075 6.2425 20360101
MIAMI 0.0075 5.4925 20351201
PROVO 0.0075 6.2425 20360101
FLORENCE 0.0075 6.6175 20351201
DAVENPORT 0.0075 6.1175 20351201
BAKERSFIELD 0.0075 5.6175 20351101
WASHINGTON 0.0075 6.1175 20360101
FLORENCE 0.0075 6.6175 20351201
CHESTER 0.0075 7.3675 20360101
BREAUX BRIDGE 0.0075 6.3675 20351201
IRVINGTON 0.0075 6.3675 20360101
FLORISSANT 0.0075 7.3675 20360101
KILL DEVIL HILLS 0.0075 5.9925 20210101
SUNRISE BEACH 0.0075 6.9925 20360101
FLORENCE 0.0075 6.6175 20351201
WHITE HALL 0.0075 6.2425 20360101
BATON ROUGE 0.0075 6.6175 20351201
OLD HICKORY 0.0075 5.7425 20360101
JOPLIN 0.0075 7.4925 20360101
SANDY 0.0075 6.8675 20360101
PORT SAINT LUCIE 0.0075 5.8675 20360101
KANSAS CITY 0.0075 6.7425 20360101
SACRAMENTO 0.0075 5.8675 20351201
WARREN 0.0075 6.4925 20360101
KENT 0.0075 5.7425 20351101
GREENVILLE 0.0075 7.1175 20360101
HOMEWOOD 0.0075 6.1175 20351201
MESA 0.0075 5.9925 20351101
HUNTINGTON BEACH 0.0075 6.4925 20360101
FREDERICK 0.0075 6.8675 20360101
SOUTH LAKE TAHOE 0.0075 5.4925 20351101
CORAL SPRINGS 0.0075 6.1175 20360101
CTY OF CMMRCE 0.0075 5.8675 20351201
SAN DIEGO 0.0075 5.6175 20351101
HAMPTON 0.0075 6.2425 20351201
MIAMI 0.0075 6.8675 20360101
SCHENECTADY 0.0075 6.3675 20360101
LOS ANGELES 0.0075 5.8675 20351201
LAFAYETTE 0.0075 6.7425 20351101
ELK GROVE 0.0075 5.8675 20360101
NEWPORT NEWS 0.0075 7.2425 20351201
CLEARWATER 0.0075 7.2425 20360101
PORTSMOUTH 0.0075 7.3675 20360101
AVON 0.0075 6.1175 20351201
HOLLYWOOD 0.0075 6.2425 20360101
WEST LEBANON 0.0075 6.2425 20360101
TOLEDO 0.0075 6.3675 20360101
GAUTIER 0.0075 6.3675 20360101
MIAMI 0.0075 5.6175 20360101
CANTON 0.0075 5.7425 20351201
BUSHKILL 0.0075 7.3675 20360101
MANDEVILLE 0.0075 6.7425 20360101
RICHARDSON 0.0075 5.8675 20351201
ACTON 0.0075 7.1175 20351201
AUBURN 0.0075 7.3675 20360101
MOUNT JULIET 0.0075 5.8675 20360101
ROCKVILLE 0.0075 5.6175 20351201
AURORA 0.0075 6.7425 20360101
SALT LAKE CITY 0.0075 6.3675 20351201
Clarkston 0.0075 6.4925 20360101
Ferndale 0.0075 7.1175 20351201
6.8089
CITY1 STATED_ORIGINAL_TERM ORIGINAL_AMORTIZATION_TERM
-------------------------------------------------------------------------------------------
SHREWSBURY 360 360
UPLAND 360 360
WRIGHTWOOD 360 360
RALEIGH 360 360
MAGALIA 360 360
Lilburn 360 360
EVANS 360 360
FRESNO 360 360
HILLSBORO 360 360
IRVING 360 360
NORTH LAS VEGAS 360 360
Spring Hill 360 360
NORTH PORT 360 360
Union City 360 360
NAMPA 360 360
PATERSON 360 360
WOODSTOCK 360 360
Midlothian 360 360
Suprise 360 360
Phoenix 360 360
Las Vegas 360 360
TOMBALL 360 360
Lahaina 360 360
CYPRESS 360 360
Rowland Heights 360 360
Tucson 360 360
Scottsdale 360 360
Gaithersburg 360 360
Area of Duarte 360 360
Hutchinson 360 360
Sanger 360 360
Trenton 360 360
Los Angeles 360 480
Riverdale 360 360
Henrietta 360 360
Round Rock 360 360
TULARE 360 360
LOUISVILLE 360 360
SANTA ANA 360 360
jonesboro 360 360
Mitchellville 360 360
Chaska 360 360
Fairfield 360 360
Tucson 360 360
Willow Spring 360 360
Cypress 360 360
PEORIA 360 360
Dallas 360 360
McDOnough 360 360
ROCKMART 360 360
LOS ANGELES 360 360
FRIDLEY 360 360
Hammond 360 360
Cincinnati 360 360
LAS VEGAS 360 360
Colorado Springs 360 360
Burns Township 360 360
CHARLOTTE 360 360
MCDONOUGH 360 360
RYDAL 360 360
RIVERDALE 360 360
MCDONOUGH 360 360
Westlake Village 360 360
Berkley 360 360
San Antonio 360 360
San Leandro 360 360
Norfolk 360 360
Rising Sun 360 360
Modesto 360 360
Baltimore 360 360
Baton Rouge 360 360
Valley Village Area 360 360
Tallahassee 360 360
HUNTSVILLE 360 360
Hahira 360 360
Dallas 360 360
Bloomfield 360 360
Elizabeth 360 360
Colorado Springs 360 360
Huntington Beach 360 360
Rockland 360 360
Gilbert 360 360
RIALTO 360 360
San Antonio 360 360
KISSIMMEE 360 360
SACRAMENTO 360 360
Georgetown 360 360
TROY 360 360
WESTFIELD 360 360
LAKE ELSINORE 360 360
KISSIMMEE 360 360
ORLANDO 360 360
Surprise 360 360
Greensburg 360 360
Mcdonough 360 360
PALM DESERT 360 360
CHULA VISTA 360 360
Glendale 360 360
Temple 360 360
College Station 360 360
MISSOURI CITY 360 360
OCEAN CITY 360 360
Tomball 360 360
Valdosta 360 360
Arlington 360 360
Van Nuys 360 360
DOUGLASVILLE 360 360
Hinesville 360 360
CONYERS 360 360
CHARLOTTE 360 360
Peroia 360 360
Los Lunas 360 360
Charlotte 360 360
WASHINGTON 360 360
Riverdale 360 360
LOMITA 360 360
CARTERSVILLE 360 360
Grand Junction 360 360
Scottdale 360 360
Valdosta 360 360
Queen Creek 360 360
Gilbert 360 360
SOMERTON 360 360
Dundalk 360 360
Clinton 360 360
Glen Burnie 360 360
Coral Springs 360 360
COVINGTON 360 360
HUXLEY 360 360
CHESAPEAKE 360 360
Center Point 360 360
Waldorf 360 360
Upper Marlboro 360 360
DECATUR 360 360
AUSTELL 360 360
Cape Charles 360 360
Charlotte 360 360
Tulare 360 360
Madison 360 360
Ocoee 360 360
Kendall Park 360 360
Bryan 360 360
West Valley City 360 360
Tavares 360 360
Panama City Beach 360 360
PIQUA 360 360
San Jose 360 360
SHOREHAM 360 360
Kingston 360 360
Miami 360 360
Olathe 360 360
BUCKEYE 360 360
Fort Myers 360 360
Cape Coral 360 360
BRIDGEWATER 360 360
TAMPA 360 360
BAKERSFIELD 360 360
Cape Coral 360 360
San Marcos 360 360
CIBOLO 360 360
De Soto 360 360
POWAY 360 360
BOUND BROOK 360 360
Clearwater 360 360
PHOENIXVILLE 360 360
Frisco 360 360
FREDERICKSBURG 360 360
New Albany 360 360
CINCINNATI 360 360
SPOTSYLVANIA 360 360
POTTSTOWN 360 360
CONROE 360 360
PHOENIXVILLE 360 360
BELLEVUE 360 360
UNION BRIDGE 360 360
Baltimore 360 360
RIO RANCHO 360 360
NEW OXFORD 360 360
FREDERICKSBURG 360 360
Roosevelt 360 360
Orem 360 360
Anamosa 360 360
BALDWIN PARK 360 360
NOVI 360 360
North Webster 360 360
LORTON 360 360
BOISE 360 360
CARTERSVILLE 360 360
ELKHART 360 360
Wyandotte 360 360
SHAKER HEIGHTS 360 360
HATTIESBURG 360 360
AUSTELL 360 360
Long Beach 360 360
College Park 360 360
Baltimore 360 360
VILLA RICA 360 360
Sugar Land 360 360
East Orange 360 360
OKLAHOMA CITY 360 360
ROCKMART 360 360
CIBOLO 360 360
MONROE 360 360
WOODBURN 360 360
ROCKVILLE 360 360
Sterling 360 360
ELLICOTT CITY 360 360
Centreville 360 360
Aurora 360 360
HAMILTON 360 360
MEDFORD 360 360
DUNDALK 360 360
MILWAUKEE 360 360
SCOTTSDALE 360 360
SUMTER 360 360
GERMANTOWN 360 360
SILVER SPRING 360 360
HOUSTON 360 360
CAPE CORAL 360 360
ANTHEM 360 360
Newark 360 360
Meridian 360 360
Havelock 360 360
Port Saint Lucie 360 360
Denver 360 360
REDMOND 360 360
ST. JAMES 360 360
ALEXANDRIA 360 360
Gilbert 360 360
KANSAS CITY 360 360
GARDEN CITY PARK 360 360
NORFOLK 360 360
OCEAN VIEW 360 360
Salem 360 360
Spokane Valley 360 360
Tallahassee 360 360
Miami 360 360
Scottsdale 360 360
EAST WILLISTON 360 360
BAKERSFIELD 360 360
FOUNTAIN 360 360
KALAMAZOO 360 360
STOCKTON 360 360
Milford 360 360
SEVERNA PARK 360 360
FREDERICK 360 360
TUCSON 360 360
Beltsville 360 360
Long Beach 360 360
Gloucester City 360 360
Oakland 360 360
BAKERSFIELD 360 360
DECATUR 360 360
LITITZ 360 360
LACEY 360 360
TAVERNIER 360 360
BALTIMORE 360 360
Woodbridge 360 360
OLIVEHURST 360 360
FRESNO 360 360
Saint Ann 360 360
PHOENIX 360 360
FREDERICK 360 360
Tarzana 360 360
Surprise 360 360
DECATUR 360 360
LAUDERHILL 360 360
DEERFIELD 360 360
Gilbert 360 360
GAMBRILLS 360 360
Imperial Beach 360 360
FATE 360 360
Lees Summit 360 360
OLYMPIA 360 360
FORT WORTH 360 360
Katy 360 360
MYRTLE BEACH 360 360
GAITHERSBURG 360 360
Fairfax Station 360 360
Huntington Beach 360 360
SAN JOSE 360 360
LAS VEGAS 360 360
LANHAM 360 360
DAVIDSONVILLE 360 360
SNOHOMISH 360 360
FREDERICK 360 360
BOSTON 360 360
Pensacola 360 360
MONROE 360 360
Goodyear 360 360
SANTA ANA 360 360
LOUISVILLE 360 360
DELMAR 360 360
Punta Gorda 360 360
CROSBY 360 360
LEAGUE CITY 360 360
PAINESVILLE 360 360
BELL GARDENS 360 360
COLEMAN 360 360
DOVER 360 360
HARVEST 360 360
Boyertown 360 360
Hampshire 360 360
FORT WORTH 360 360
Batesville 360 360
TULARE 360 360
GALLATIN GATEWAY 360 360
FOUNTAIN HILLS 360 360
FREDERICK 360 360
ORLANDO 360 360
ATLANTA 360 360
ROSEBURG 360 360
SAN ANTONIO 360 360
SCOTTSDALE 360 360
BARTLETT 360 360
Clovis 360 360
LEXINGTON 360 360
San Bernardino 360 360
Montgomery Village 360 360
SAN ANTONIO 360 360
Shady Side 360 360
Lancaster 360 360
riverside 360 360
Idledale 360 360
Mckinney 360 360
Lexington 360 360
Sacramento 360 360
GULF SHORES 360 360
Littleton 360 360
Kissimmee 360 360
GREENSBORO 360 360
OKLAHOMA CITY 360 360
Quincy 360 360
Whitesboro 360 360
Saint Louis 360 360
Spring 360 360
Beetown 360 360
Elizabethtown 360 360
Manchester 360 360
Gore 360 360
Yorktown 360 360
Orlando 360 360
Newport News 360 360
RICHMOND 360 360
Jasper 360 360
PALMDALE 360 360
LAKE ELSINORE 360 360
SAHUARITA 360 360
LINCOLN 360 360
Queen Creek 360 360
Destin 360 360
Woodstock 360 360
Salem 360 360
Miramar 360 360
Hialeah 360 360
Miami 360 360
SPRING 360 360
BUCKEYE 360 360
Baltimore 360 360
Cano Park Area 360 360
MUNDELEIN 360 360
HENDERSON 360 360
WAXAHACHIE 360 360
Flint 360 360
SUNNYVALE 360 360
CAMINO 360 360
Santa Ana 360 360
Annapolis 360 360
Annapolis 360 360
Annapolis 360 360
WINSTON SALEM 360 360
ABINGDON 360 360
Vienna 360 360
PRESTON 360 360
Nashua 360 360
Gilbertsville 360 360
FATE 360 360
Gulfport 360 360
FORNEY 360 360
RAMONA 360 360
Wylie 360 360
Nashville 360 360
Queen Creek 360 360
Buckeye 360 360
Glendale 360 360
Tucson 360 360
Avondale 360 360
Strasburg 360 360
SAVANNAH 360 360
LOUISVILLE 360 360
LOUISVILLE 360 360
NEWNAN 360 360
Rochester 360 360
Rockwall 360 360
Avondale 360 360
Queen Creek 360 360
Avondale 360 360
Avondale 360 360
Dallas 360 360
Phoenix 360 360
Herndon 360 360
Rio Rancho 360 360
Fairburn 360 360
Shaver Lake 360 360
Phoenix 360 360
Palm Springs 360 360
Grayson 360 360
Lancaster 360 360
Upper Marlboro 360 360
ESCONDIDO 360 360
ALGONQUIN 360 360
Eagle Mountain 360 360
Schertz 360 360
Maricopa 360 360
LOMA LINDA 360 360
CAMBRIDGE 360 360
Beltsville 360 360
Las Vegas 360 480
Peabody 360 360
ANNAPOLIS 360 360
N LAUDERDALE 360 360
Bakersfield 360 360
Avondale 360 360
Piscataway 360 360
Hiram 360 360
Enfield 360 360
Atlanta 360 360
Dallas 360 360
MIDDLETOWN 360 360
DESOTO 360 360
FORT MILL 360 360
Lawrenceville 360 360
LAS VEGAS 360 360
MORENO VALLEY 360 360
District Heights 360 360
Gilbert 360 360
TALLAHASSEE 360 360
SHERMAN OAKS 360 360
ATLANTA 360 360
Surprise 360 360
Ocala 360 360
LOUISVILLE 360 360
San Clemente 360 360
Laguna Niguel 360 360
Houston 360 360
MONROE TOWNSHIP 360 360
Trussville 360 360
Miami 360 360
Summerville 360 360
Las Vegas 360 360
Azle 360 360
CARTERSVILLE 360 360
MOORESVILLE 360 360
Florence 360 360
El Mirage 360 360
North Canton 360 360
FRANKLIN TOWNSHIP 360 360
CHINO HILLS 360 360
Kansas City 360 360
Mount Dora 360 360
Gilbert 360 360
Rio Vista 360 360
Scottsdale 360 360
Eustis 360 360
Plano 360 360
Boerne 360 360
Clayton 360 360
CLAYTON 360 360
BALTIMORE 360 360
Phoenix 360 360
BELTSVILLE 360 360
FAIRFIELD 360 360
Baltimore 360 360
Inglewood 360 360
CONCORD 360 360
Santa Cruz 360 360
COVINGTON 360 360
COVINGTON 360 360
LOGANVILLE 360 360
ACWORTH 360 360
Charlotte 360 360
Charlotte 360 360
Birmingham 360 360
Rockville 360 360
Santa Rosa Beach 360 360
Hilton Head 360 360
LAKEWOOD 360 360
Hapeville 360 360
Carrollton 360 360
columbus 360 360
Acworth 360 360
Stone Mountain 360 360
CLEARFIELD 360 360
Mountain View 360 360
WYLIE 360 360
MCDONOUGH 360 360
N LAS VEGAS 360 360
Nyssa 360 360
CLEARFIELD 360 360
OPA LOCKA 360 360
Bensalem 360 360
DORCHESTER 360 360
RIALTO 360 360
JERSEY CITY 360 360
Kennewick 360 360
Culpeper 360 360
KISSIMMEE 360 360
DECATUR 360 360
Corpus Christi 360 360
Chicago 360 360
LAUREL 360 360
Spartanburg 360 360
Washington 360 360
Katy 360 360
BOSTON 360 360
GOOD HOPE 360 360
APOLLO BEACH 360 360
Lamont 360 360
Joliet 360 360
Wesley Chapel 360 360
Marina Del Rey 360 360
Canton 360 360
Duluth 360 360
San Antonio 360 360
Denton 360 360
Fairburn 360 360
Sachse 360 360
Hahira 360 360
Newnan 360 360
Tampa 360 360
Springfield 360 360
Riverview 360 360
Blue Rock 360 360
NEWPORT NEWS 360 360
Miami 360 360
Brandon 360 360
Acworth 360 360
Fort Worth 360 360
MINOOKA 360 360
Winston Salem 360 360
Summerville 360 360
GAMBRILLS 360 360
BLYTHEWOOD 360 360
Hurst 360 360
SCOTTSDALE 360 360
BOSTON 360 360
SAN DIEGO 360 360
Bakersfield 360 360
Colorado Springs 360 360
NASHVILLE 360 360
ATHENS 360 360
South Bend 360 360
Forney 360 360
Albuquerque 360 360
Riverside 360 360
Mount Pleasant 360 360
BENICIA 360 360
Washington 360 360
Pueblo 360 360
Needham 360 360
Manassas Park 360 360
PATERSON 360 360
Philadelphia 360 360
Austin 360 360
Clayton 360 360
Pfafftown 360 360
Norcross 360 360
Gaithersburg 360 360
Humble 360 360
Tucson 360 360
DAYTON 360 360
Tacoma 360 360
CONCORD 360 360
BAYONNE 360 360
Winston Salem 360 360
MURRIETA 360 360
Stockbridge 360 360
Tampa 360 360
Dallas 360 360
Phoenix 360 360
Ocala 360 360
Hanover Park 360 360
Jonesboro 360 360
Clearwater 360 360
Mesa 360 360
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BOILING SPRINGS 360 360
CHICAGO 360 360
ST PETERSBURG 360 360
WATERBURY 360 360
AURORA 360 360
SAN LEANDRO 360 360
PALOS PARK 360 360
CORNELIUS 360 360
NAPERVILLE 360 360
TAYLORSVILLE 360 360
WINSTON SALEM 360 360
LOS LUNAS 360 360
GARDEN CITY 360 360
BALTIMORE 360 360
LINCOLN 360 360
POWDER SPRINGS 360 360
BLACKLICK 360 360
BALTIMORE 360 360
WINSTON SALEM 360 360
MEMPHIS 360 360
SUMMERVILLE 360 360
WINSTON SALEM 360 360
HAMPTON 360 360
CLEARWATER 360 360
GLOCESTER 360 360
PHILADELPHIA 360 360
SALISBURY 360 360
SACRAMENTO 360 360
PHILADELPHIA 360 360
STATEN ISLAND 360 360
ALAMO 360 360
BATON ROUGE 360 360
TALLAHASSEE 360 360
ANDERSON 360 360
BIRMINGHAM 360 360
PORT JEFFERSON STATION 360 360
HOFFMAN ESTATES 360 360
FALLS CHURCH 360 360
NORTHBROOK 360 360
CHICAGO 360 360
ROANOKE 360 360
PARKLAND 360 360
HARVEY 360 360
LA QUINTA 360 360
BATON ROUGE 360 360
ATLANTA 360 360
BOYNTON BEACH 360 360
CHICAGO 360 360
MIAMI 360 360
CHICAGO 360 360
MARGATE 360 360
SANDY 360 360
WASHINGTON 360 360
GALLATIN 360 360
CHESAPEAKE BEACH 360 360
KISSIMMEE 360 360
WINSTON SALEM 360 360
MONTGOMERY 360 360
DALLAS 360 360
DES PLAINES 360 360
OYSTER BAY 360 360
ATLANTA 360 360
CHICAGO 360 360
EAST HAMPTON 360 360
MANCHESTER 360 360
CARMEL 360 360
PALM BEACH 360 360
SPRINGFIELD 360 360
MESA 360 360
Fort Lauderdale 360 360
KISSIMMEE 360 360
WILLOUGHBY 360 360
Lafayette Hill 360 360
East Hampton 360 360
Alexandria 360 360
Los Angeles 360 360
Montgomery 360 360
TUPELO 360 360
MOUNT VERNON 360 360
Charlotte 360 360
TUCSON 360 360
Auburn Hills 360 360
SILVER SPRING 300 300
LOUISVILLE 360 360
SAINT LOUIS 360 360
NASHVILLE 360 360
SAINT LOUIS 360 360
SAINT LOUIS 360 360
SHERWOOD 360 360
SAINT LOUIS 360 360
WAXHAW 360 360
MORENO VALLEY 360 360
ANDERSON 360 360
TOPEKA 360 360
ANDERSON 360 360
HATTIESBURG 360 360
MOUNT AIRY 360 360
LEXINGTON 360 360
LEXINGTON 360 360
RALEIGH 360 360
RALEIGH 360 360
CROWN POINT 360 360
RALEIGH 360 360
DENVER 360 360
CHICAGO 360 360
WOODBRIDGE 360 360
FORT COLLINS 360 360
SAN RAFAEL 360 360
HIGH POINT 360 360
HUNTINGTON BEACH 360 360
CHICAGO 360 360
DENVER 360 360
ELMHURST 360 360
KISSIMMEE 360 360
OAKLAND 360 360
RALEIGH 360 360
HIGH POINT 360 360
TOPEKA 360 360
NAGS HEAD 360 360
LYNN 360 360
SACRAMENTO 360 360
NEW ORLEANS 360 360
FALLON 360 360
GAITHERSBURG 360 360
SALT LAKE CITY 360 360
CHARLOTTESVILLE 360 360
EAST FALMOUTH 360 360
MINNEAPOLIS 360 360
DETROIT 360 360
CHESAPEAKE 360 360
RIDGEWOOD 360 360
BROOKLYN 360 360
SARASOTA 360 360
Terrell 360 360
Terrell 180 180
Fort Worth 360 360
Fresno 360 360
Spring 360 360
Memphis 360 360
Terrell 360 360
Terrell 360 360
Plano 360 360
Athens 360 360
Washington 240 240
Crowley 360 360
Missouri City 360 360
Island Park 360 360
Broken Arrow 360 360
Aylett 360 360
WALPOLE 360 360
AGOURA HILLS 360 360
LAWRENCEVILLE 360 360
TUCSON 180 180
NEWPORT 360 360
CANTON 360 360
FORT MYERS 360 360
Worcester 360 360
MINNEAPOLIS 180 180
GILBERTSVILLE 360 360
REDONDO BEACH 360 360
Fort Myers 360 360
HILLSIDE 360 360
Norwich 360 360
HARRISBURG 360 360
GAINESVILLE 360 360
PORT RICHEY 360 360
LLANO AREA 360 360
COLORADO CITY 360 360
YUMA 360 360
SAN ANTONIO 360 360
SAN DIEGO 360 360
MISSION 360 360
BRUNSWICK HILLS 360 360
YPSILANTI 360 360
OAK GROVE 360 360
NASHVILLE 360 360
CAPE CORAL 360 360
CONCORD 360 360
JACKSONVILLE 360 360
HENDERSON 360 360
BRUNSWICK 360 360
DALLAS 180 180
DALLAS 180 180
EAST MORICHES 360 360
Cedar Hill 360 360
Dothan 360 360
Valley Village 360 360
Albany 360 360
Albany 360 360
Baltimore 180 180
Hitchcock 360 360
Oak Leaf 360 360
Calexico 360 360
HOUSTON 360 360
HUMBLE 360 360
Circle Pines 360 360
KATY 360 360
Sunrise 360 360
CHARLOTTE 360 360
Dallas 360 360
El Monte 360 360
Charlotte 360 360
WINDSOR 360 360
Stafford 360 360
Waterville Valley 360 360
Granada Hills 360 360
Maumelle 360 360
Highland 180 180
BALTIMORE 360 360
Falls Church 360 360
Canton 360 360
Plano 360 360
Spring 360 360
Minneapolis 360 360
Minneapolis 360 360
Saint Paul 360 360
Miami 360 360
DENTON 360 360
GAINESVILLE 360 360
HUNTSVILLE 360 360
DENTON 360 360
DALLAS 360 360
Maywood 360 360
Tyler 360 360
Jefferson 360 360
JACKSONVILLE 360 360
Phoenixville 360 360
TYLER 360 360
HOUSTON 360 360
Royal Oak 360 360
Hightstown 360 360
Belton 360 360
Ellicott City 360 360
Paterson 360 360
MANASSAS 360 360
Springfield 360 360
INDIANAPOLIS 360 360
INDIANAPOLIS 360 360
LOUISVILLE 360 360
CONVERSE 360 360
Austin 360 360
CHARLOTTE 360 360
CHANNELVIEW 360 360
HOUSTON 360 360
AUSTIN 360 360
Aurora 360 360
Saint Louis 360 360
KATY 360 360
MOUNT CARMEL 360 360
LAKE JACKSON 360 360
Cambridge 360 360
FORTH WORTH 360 360
Houston 360 360
AUSTIN 360 360
Lubbock 360 360
DALLAS 360 360
LOS ANGELES 360 360
HOUSTON 360 360
FORT WORTH 180 180
Longport 360 360
Providence 360 360
Edgewater 360 360
DELMAR 360 360
Memphis 360 360
ELIZABETHTON 360 360
PITTSBURGH 360 360
Carlisle 360 360
LANSING 360 360
LANSING 360 360
MCKNIGHTSTOWN 360 360
ABBOTTSTOWN 360 360
LOCKPORT 360 360
New Hope 360 360
GETTYSBURG 360 360
SALISBURY 360 360
KNOXVILLE 360 360
KISSIMMEE 360 360
Lothian 360 360
Philadelphia 360 360
Philadelphia 360 360
Temple Hills 360 360
Sevierville 360 360
Curtis Bay 360 360
Nashua 360 360
Brookline 360 360
Bronx 360 360
Naples 360 360
Saint Francis 360 360
Coon Rapids 360 360
Columbia Heights 360 360
Louisville 360 360
Katy 360 360
Oneonta 360 360
PEARLAND 360 360
De Soto 360 360
Houston 360 360
Cleveland 360 360
SAN BERNARDINO 360 360
SAN BERNARDINO 360 360
Dallas 360 360
San Antonio 360 360
Laguna Vista 360 360
Mansfield 360 360
Mesquite 360 360
Lake Jackson 360 360
Houston 360 360
Corpus Christi 360 360
FENWICK ISLAND 180 180
LAFAYETTE 360 360
MALIBU 360 360
IRVINE 360 360
TYLER 360 360
MONTGOMERY 360 360
GARLAND 360 360
Garland 360 360
FARMERSVILLE 360 360
GILBERT 360 360
San Francisco 360 360
FORT MEYERS 360 360
Lorton 360 360
UNIONVILLE 360 360
Dover 360 360
Aldan 360 360
Newtown 360 360
Pennsauken 360 360
YUCCA VALLEY 360 360
TAVARES 360 360
ABERDEEN 360 360
WALDEN 360 360
FALL RIVER 360 360
BONITA SPRINGS 360 360
ISSAQUAH 360 360
MISSOURI CITY 360 360
IDAHO FALLS 360 360
MEDINA 360 360
SNOHOMISH 360 360
SEATTLE 360 360
THOMASTON 360 360
MOORESVILLE 360 360
THOMASTON 360 360
SAN ANTONIO 360 360
RENO 360 360
NORTH AURORA 360 360
SPOKANE 360 360
DICKINSON 180 180
SYRACUSE 360 360
MOUNT SINAI 360 360
SPRINGFIELD 360 360
SPRINGFIELD 360 360
SYRACUSE 360 360
CATHEDRAL CITY 360 360
RIVERDALE 360 360
PHILADELPHIA 360 360
ATLANTA 360 360
MIAMI 360 360
HIDDEN VALLEY 360 360
BALTIMORE 360 360
BRONX 360 360
BROOKLYN 360 360
WOOD DALE 360 360
CORAL SPRINGS 360 360
COVINGTON 360 360
JAMAICA 360 360
DALLAS 360 360
GERMANTOWN 360 360
HALETHORPE 360 360
OSPREY 360 360
LAS VEGAS 360 360
PACOLET 360 360
FRANKLINTON 360 360
FOUNTAIN HILLS 360 360
PIKESVILLE 360 360
NORTHAMPTON 360 360
MENIFEE 360 360
SPOKANE VALLEY 360 360
YOUNGSTOWN 360 360
NORTHBROOK 360 360
WALDORF 360 360
SEFFNER 360 360
MANDEVILLE 360 360
CARLSBAD 360 360
LAUDERDALE LAKES 360 360
GULFPORT 360 360
MIAMI 360 360
LAUDERDALE LAKES 360 360
TAMPA 360 360
COLUMBIA FALLS 360 360
FULTON 360 360
LAUDERDALE LAKES 360 360
MENTOR 360 360
BRANDON 360 360
ALVA 360 360
WILTON 360 360
GRANTS PASS 360 360
LOUISVILLE 360 360
CHELSEA 360 360
MCHENRY 360 360
CALIMESA 360 360
HAMMOND 360 360
CHOCTAW 360 360
LODI 360 360
LAS VEGAS 360 360
MIAMI 360 360
UNIVERSITY PLACE 360 360
BEAVERCREEK 360 360
KINGSTON 360 360
SAN JUAN CAPISTRANO 360 360
CHICAGO 360 360
BOYNE CITY 360 360
PAWLEYS ISLAND 360 360
GRETNA 360 360
GRETNA 360 360
HIALEAH 360 360
RIVERDALE 360 360
CAPTIVA 360 360
TOLEDO 360 360
TAMPA 360 360
MARKHAM 360 360
MAGNOLIA 360 360
WASHINGTON 360 360
BREMERTON 360 360
MONTGOMERY 360 360
MIAMI 360 360
HEMET 360 360
CHARDON 360 360
THOMASTON 360 360
LOUISVILLE 360 360
NORTH LAS VEGAS 360 360
BOSTON 360 360
FRIENDSWOOD 360 360
LAKE WALES 360 360
HUTTO 360 360
CHICAGO 360 360
MANDEVILLE 360 360
FLORENCE 360 360
SAN BERNARDINO 360 360
ASHEVILLE 360 360
COACHELLA 360 360
FLORENCE 360 360
FLATWOODS 360 360
SEATTLE 360 360
SAN RAMON 360 360
BOSTON 360 360
PITTSBURG 360 360
COLUMBUS 360 360
HATTIESBURG 360 360
PHOENIX 360 360
GREER 360 360
SPRINGFIELD 360 360
PITTSBURG 360 360
RANDALLSTOWN 360 360
MISSION 360 360
POLLOCK PINES 360 360
FORT MOHAVE 360 360
WELCH 360 360
CARBONDALE 360 360
FORT MOHAVE 360 360
GREER 360 360
SAN BERNARDINO 360 360
SARASOTA 360 360
HOPEWELL JUNCTION 360 360
CHARLOTTE 360 360
SARASOTA 360 360
KENSINGTON 360 360
BEAVERTON 360 360
PUTNAM 360 360
ORLANDO 360 360
SARASOTA 360 360
EVERETT 360 360
DECATUR 360 360
GREENSBORO 360 360
CHICAGO 360 360
JACKSONVILLE 360 360
MANDEVILLE 360 360
PAINESVILLE 360 360
JACKSONVILLE 360 360
JONESBORO 360 360
WOODLAKE 360 360
COVINGTON 360 360
STREETSBORO 360 360
ERIE 360 360
FLORENCE 360 360
SPRING 360 360
OAKDALE 180 180
MOUNT JULIET 360 360
PEORIA 360 360
FLORENCE 360 360
RALEIGH 360 360
SPRINGFIELD 360 360
FOUNTAIN INN 360 360
MIAMI 360 360
PROVO 360 360
FLORENCE 360 360
DAVENPORT 360 360
BAKERSFIELD 360 360
WASHINGTON 360 360
FLORENCE 360 360
CHESTER 360 360
BREAUX BRIDGE 360 360
IRVINGTON 360 360
FLORISSANT 360 360
KILL DEVIL HILLS 180 180
SUNRISE BEACH 360 360
FLORENCE 360 360
WHITE HALL 360 360
BATON ROUGE 360 360
OLD HICKORY 360 360
JOPLIN 360 360
SANDY 360 360
PORT SAINT LUCIE 360 360
KANSAS CITY 360 360
SACRAMENTO 360 360
WARREN 360 360
KENT 360 360
GREENVILLE 360 360
HOMEWOOD 360 360
MESA 360 360
HUNTINGTON BEACH 360 360
FREDERICK 360 360
SOUTH LAKE TAHOE 360 360
CORAL SPRINGS 360 360
CTY OF CMMRCE 360 360
SAN DIEGO 360 360
HAMPTON 360 360
MIAMI 360 360
SCHENECTADY 360 360
LOS ANGELES 360 360
LAFAYETTE 360 360
ELK GROVE 360 360
NEWPORT NEWS 360 360
CLEARWATER 360 360
PORTSMOUTH 360 360
AVON 360 360
HOLLYWOOD 360 360
WEST LEBANON 360 360
TOLEDO 360 360
GAUTIER 360 360
MIAMI 360 360
CANTON 360 360
BUSHKILL 360 360
MANDEVILLE 360 360
RICHARDSON 360 360
ACTON 360 360
AUBURN 360 360
MOUNT JULIET 360 360
ROCKVILLE 360 360
AURORA 360 360
SALT LAKE CITY 360 360
Clarkston 360 360
Ferndale 360 360
357.8420296 357.9237525
CITY1 ORIGINAL_BALANCE FIRST_PAY_DATE PAYMENT
-------------------------------------------------------------------------------------------------------
SHREWSBURY 189,000.00 20060201 1,043.44
UPLAND 487,500.00 20051201 2,843.75
WRIGHTWOOD 224,000.00 20051201 1,306.31
RALEIGH 94,600.00 20060201 670.08
MAGALIA 126,750.00 20060201 780.43
Lilburn 232,000.00 20060201 1,642.08
EVANS 173,600.00 20060201 1,097.28
FRESNO 105,000.00 20060201 601.56
HILLSBORO 167,920.00 20060201 1,084.48
IRVING 222,000.00 20060301 1,439.89
NORTH LAS VEGAS 236,000.00 20060201 1,352.08
Spring Hill 108,000.00 20060201 731.25
NORTH PORT 160,000.00 20060201 916.67
Union City 83,433.00 20060101 495.38
NAMPA 94,000.00 20060201 567.92
PATERSON 297,500.00 20060301 2,014.32
WOODSTOCK 148,000.00 20060201 955.83
Midlothian 115,238.00 20060201 718.94
Suprise 227,200.00 20060201 1,491.00
Phoenix 176,000.00 20060201 1,246.67
Las Vegas 277,500.00 20060201 1,708.62
TOMBALL 111,775.00 20060101 745.17
Lahaina 1,625,000.00 20060101 8,957.55
CYPRESS 91,800.00 20060201 583.31
Rowland Heights 645,000.00 20060101 4,076.84
Tucson 120,000.00 20060301 712.50
Scottsdale 555,000.00 20060101 3,417.23
Gaithersburg 440,000.00 20060301 3,025.00
Area of Duarte 150,000.00 20060101 997.95
Hutchinson 108,750.00 20060201 747.66
Sanger 140,800.00 20060201 901.56
Trenton 95,600.00 20060101 604.26
Los Angeles 293,000.00 20060201 1,689.36
Riverdale 88,975.00 20060201 556.09
Henrietta 161,991.00 20060201 1,023.89
Round Rock 114,000.00 20060201 748.90
TULARE 444,000.00 20060301 2,497.50
LOUISVILLE 399,000.07 20060301 2,452.19
SANTA ANA 227,200.00 20060201 1,726.88
jonesboro 120,056.00 20060201 768.74
Mitchellville 511,305.00 20060201 3,621.74
Chaska 119,000.00 20060201 718.96
Fairfield 103,200.00 20060301 730.44
Tucson 207,200.00 20060301 1,359.75
Willow Spring 44,400.00 20060201 325.79
Cypress 288,934.00 20060201 1,898.10
PEORIA 541,400.00 20060101 3,045.38
Dallas 213,600.00 20060201 1,335.00
McDOnough 145,120.00 20060201 846.53
ROCKMART 80,960.00 20060201 514.43
LOS ANGELES 256,000.00 20060101 1,386.67
FRIDLEY 444,613.00 20060201 2,995.44
Hammond 68,000.00 20060301 510.86
Cincinnati 104,000.00 20060301 650.00
LAS VEGAS 348,588.00 20060201 1,888.19
Colorado Springs 118,400.00 20060201 678.33
Burns Township 594,075.00 20060201 3,465.44
CHARLOTTE 133,592.00 20060201 807.12
MCDONOUGH 103,120.00 20060201 687.47
RYDAL 140,000.00 20060201 787.50
RIVERDALE 119,192.00 20060201 682.87
MCDONOUGH 85,200.00 20060201 497.00
Westlake Village 1,000,000.00 20060201 6,354.17
Berkley 220,000.00 20060201 1,191.67
San Antonio 312,000.00 20060201 1,950.00
San Leandro 312,000.00 20060101 2,049.62
Norfolk 63,920.00 20060101 366.21
Rising Sun 210,000.00 20060101 1,468.36
Modesto 276,000.00 20060101 1,811.25
Baltimore 64,000.00 20060101 497.79
Baton Rouge 100,800.00 20051101 724.50
Valley Village Area 600,000.00 20060201 3,792.41
Tallahassee 101,764.00 20060201 636.03
HUNTSVILLE 123,200.00 20060201 799.07
Hahira 91,120.00 20060201 591.00
Dallas 134,000.00 20060201 948.44
Bloomfield 416,000.00 20050601 2,629.41
Elizabeth 120,000.00 20060101 787.50
Colorado Springs 243,969.00 20060101 1,285.88
Huntington Beach 1,820,000.00 20060101 12,261.68
Rockland 251,900.00 20051201 1,626.85
Gilbert 213,500.00 20051201 1,490.05
RIALTO 400,000.00 20060201 2,458.33
San Antonio 228,000.00 20060201 1,441.12
KISSIMMEE 219,632.00 20060201 1,395.58
SACRAMENTO 522,768.00 20060201 3,390.67
Georgetown 400,000.00 20060101 2,291.67
TROY 625,552.00 20060101 4,427.62
WESTFIELD 169,252.00 20060201 1,111.87
LAKE ELSINORE 430,704.00 20060101 2,647.03
KISSIMMEE 151,712.00 20060101 995.61
ORLANDO 223,920.00 20060301 1,586.10
Surprise 575,500.00 20060101 3,476.98
Greensburg 168,000.00 20060301 1,103.64
Mcdonough 166,200.00 20060301 1,219.52
PALM DESERT 268,000.00 20060201 1,675.00
CHULA VISTA 450,000.00 20060201 2,918.69
Glendale 67,875.00 20060101 410.08
Temple 47,200.00 20060201 367.12
College Station 88,000.00 20060101 476.67
MISSOURI CITY 95,172.00 20060101 681.82
OCEAN CITY 770,750.00 20060201 4,656.61
Tomball 105,300.00 20060201 763.50
Valdosta 111,280.00 20060201 836.01
Arlington 68,400.00 20060201 466.61
Van Nuys 450,000.00 20060201 2,918.69
DOUGLASVILLE 121,200.00 20060101 899.91
Hinesville 80,000.00 20060101 483.33
CONYERS 111,999.00 20060101 676.66
CHARLOTTE 200,000.00 20060101 1,395.83
Peroia 788,000.00 20060101 4,432.50
Los Lunas 119,200.00 20060301 695.33
Charlotte 81,600.00 20060201 570.56
WASHINGTON 406,400.00 20060201 2,921.00
Riverdale 140,850.00 20060201 924.33
LOMITA 422,500.00 20060201 2,332.55
CARTERSVILLE 82,320.00 20060101 514.50
Grand Junction 98,150.00 20060201 613.44
Scottdale 78,400.00 20060201 528.20
Valdosta 75,920.00 20060101 474.50
Queen Creek 325,000.00 20060101 1,861.98
Gilbert 150,000.00 20060101 890.63
SOMERTON 220,800.00 20060201 1,357.00
Dundalk 225,000.00 20060201 1,453.13
Clinton 89,200.00 20060201 623.70
Glen Burnie 432,250.00 20060201 2,696.68
Coral Springs 495,200.00 20060201 2,630.75
COVINGTON 235,920.00 20060201 1,499.08
HUXLEY 138,720.00 20060201 852.55
CHESAPEAKE 119,600.00 20060201 784.88
Center Point 164,800.00 20060201 1,012.83
Waldorf 177,500.00 20060101 1,064.21
Upper Marlboro 312,896.00 20060101 1,923.01
DECATUR 192,000.00 20060101 1,408.83
AUSTELL 70,650.00 20060101 464.12
Cape Charles 174,230.00 20060101 925.60
Charlotte 99,200.00 20051201 536.46
Tulare 72,000.00 20051201 547.25
Madison 404,000.00 20060201 2,525.00
Ocoee 147,000.00 20060101 826.88
Kendall Park 258,500.00 20060201 1,561.77
Bryan 73,200.00 20060301 480.38
West Valley City 58,800.00 20060201 343.00
Tavares 50,000.00 20060301 332.66
Panama City Beach 500,000.00 20060201 3,496.08
PIQUA 106,320.00 20060201 725.29
San Jose 450,000.00 20060101 2,770.73
SHOREHAM 296,330.00 20060201 1,873.01
Kingston 132,000.00 20060201 867.15
Miami 1,000,000.00 20060101 5,937.50
Olathe 116,000.00 20051201 725.00
BUCKEYE 184,201.00 20060201 1,170.44
Fort Myers 1,075,900.00 20060201 7,248.54
Cape Coral 155,000.00 20060101 888.02
BRIDGEWATER 360,000.00 20060201 2,062.50
TAMPA 82,800.00 20060201 465.54
BAKERSFIELD 276,000.00 20060201 1,581.23
Cape Coral 112,000.00 20060101 653.33
San Marcos 118,000.00 20060201 804.97
CIBOLO 78,934.00 20060201 476.89
De Soto 364,000.00 20060201 2,545.14
POWAY 525,000.00 20060201 2,843.75
BOUND BROOK 292,000.00 20060201 1,672.92
Clearwater 500,000.00 20060101 3,201.55
PHOENIXVILLE 188,613.00 20060201 1,198.48
Frisco 801,600.00 20060201 5,177.00
FREDERICKSBURG 501,926.00 20060201 3,213.89
New Albany 92,240.00 20060101 480.42
CINCINNATI 96,000.00 20060101 780.00
SPOTSYLVANIA 493,500.00 20060201 3,084.38
POTTSTOWN 175,557.00 20060201 1,115.52
CONROE 86,000.00 20060201 572.16
PHOENIXVILLE 188,613.00 20060201 1,198.48
BELLEVUE 1,300,000.00 20060101 7,041.67
UNION BRIDGE 287,920.00 20060201 1,679.53
Baltimore 73,600.00 20060201 452.33
RIO RANCHO 92,000.00 20060301 555.83
NEW OXFORD 222,000.00 20060301 1,225.63
FREDERICKSBURG 419,935.00 20060201 2,274.65
Roosevelt 272,000.00 20060201 1,785.00
Orem 360,000.00 20060301 2,175.00
Anamosa 80,000.00 20060301 545.74
BALDWIN PARK 125,000.00 20060201 716.15
NOVI 129,677.00 20060201 756.45
North Webster 124,000.00 20051201 888.35
LORTON 500,000.00 20060201 3,284.64
BOISE 446,400.00 20060201 2,418.00
CARTERSVILLE 57,280.00 20060101 358.00
ELKHART 106,800.00 20060301 692.70
Wyandotte 96,960.00 20060201 719.93
SHAKER HEIGHTS 194,000.00 20060301 1,252.92
HATTIESBURG 52,000.00 20060301 325.00
AUSTELL 100,000.00 20060201 687.50
Long Beach 297,000.00 20051201 1,546.88
College Park 131,920.00 20060101 812.25
Baltimore 480,000.00 20060201 2,750.00
VILLA RICA 142,000.00 20060101 843.13
Sugar Land 288,000.00 20060201 1,980.00
East Orange 180,000.00 20060201 1,275.00
OKLAHOMA CITY 78,400.00 20060201 441.00
ROCKMART 92,800.00 20060101 551.00
CIBOLO 78,934.00 20060201 476.89
MONROE 133,992.00 20060101 823.49
WOODBURN 117,800.00 20060201 687.17
ROCKVILLE 365,000.00 20060301 2,489.95
Sterling 220,000.00 20060201 1,375.00
ELLICOTT CITY 314,400.00 20060301 2,030.50
Centreville 256,000.00 20060201 1,600.00
Aurora 365,446.00 20060101 2,131.77
HAMILTON 241,044.00 20060301 1,782.72
MEDFORD 259,000.00 20060201 1,618.75
DUNDALK 163,200.00 20060201 918.00
MILWAUKEE 105,300.00 20060201 669.09
SCOTTSDALE 752,000.00 20060301 4,386.67
SUMTER 240,000.00 20060201 1,375.00
GERMANTOWN 287,200.00 20060101 1,795.00
SILVER SPRING 340,160.00 20060201 2,090.57
HOUSTON 69,596.00 20060201 456.72
CAPE CORAL 151,450.00 20060201 946.56
ANTHEM 527,600.00 20060201 2,912.79
Newark 140,800.00 20060201 913.23
Meridian 250,000.00 20060201 1,614.58
Havelock 86,300.00 20060201 521.40
Port Saint Lucie 252,000.00 20060201 1,653.75
Denver 160,000.00 20060201 950.00
REDMOND 184,130.00 20060301 1,131.63
ST. JAMES 500,000.00 20060301 3,119.35
ALEXANDRIA 315,000.00 20060201 1,771.88
Gilbert 202,000.00 20060201 1,262.50
KANSAS CITY 70,000.00 20060201 544.45
GARDEN CITY PARK 436,000.00 20060201 2,755.82
NORFOLK 101,120.00 20060201 674.13
OCEAN VIEW 484,604.00 20060201 3,305.85
Salem 160,000.00 20060201 1,033.33
Spokane Valley 124,800.00 20060201 894.08
Tallahassee 81,250.00 20060201 567.06
Miami 180,800.00 20060201 1,092.33
Scottsdale 1,800,000.00 20060201 10,875.00
EAST WILLISTON 500,000.00 20060301 2,864.58
BAKERSFIELD 191,200.00 20060201 1,274.67
FOUNTAIN 111,008.00 20060201 635.98
KALAMAZOO 85,800.00 20060301 554.13
STOCKTON 760,000.00 20060201 4,866.37
Milford 156,000.00 20060201 998.89
SEVERNA PARK 800,000.00 20060301 5,166.67
FREDERICK 526,440.00 20060201 3,509.60
TUCSON 140,000.00 20060201 918.75
Beltsville 496,350.00 20060201 2,998.78
Long Beach 925,000.00 20060101 5,299.48
Gloucester City 161,600.00 20060201 1,043.67
Oakland 495,000.00 20051201 3,300.00
BAKERSFIELD 228,000.00 20060201 1,472.50
DECATUR 140,000.00 20060301 802.08
LITITZ 160,000.00 20060201 916.67
LACEY 436,875.00 20060201 2,943.31
TAVERNIER 448,000.00 20060301 2,800.00
BALTIMORE 103,840.00 20060201 649.00
Woodbridge 331,600.00 20060301 2,141.58
OLIVEHURST 198,250.00 20060201 1,135.81
FRESNO 286,000.00 20060201 1,638.54
Saint Ann 92,720.00 20060201 721.17
PHOENIX 632,000.00 20060201 4,046.77
FREDERICK 215,920.00 20060201 1,439.47
Tarzana 1,600,000.00 20060101 9,166.67
Surprise 461,982.00 20060101 2,646.77
DECATUR 192,000.00 20060301 1,200.00
LAUDERHILL 112,000.00 20060201 746.67
DEERFIELD 164,000.00 20060201 939.58
Gilbert 496,000.00 20060201 3,151.67
GAMBRILLS 648,000.00 20060201 4,050.00
Imperial Beach 650,000.00 20060101 3,656.25
FATE 119,232.00 20060201 757.62
Lees Summit 101,250.00 20060101 653.91
OLYMPIA 180,000.00 20060201 1,143.75
FORT WORTH 96,600.00 20060201 684.25
Katy 92,462.00 20050901 615.15
MYRTLE BEACH 160,000.00 20060201 1,024.50
GAITHERSBURG 260,000.00 20060201 1,597.92
Fairfax Station 490,000.00 20060301 2,756.25
Huntington Beach 508,000.00 20060101 3,169.26
SAN JOSE 150,000.00 20060201 875.00
LAS VEGAS 230,000.00 20060201 1,510.94
LANHAM 328,000.00 20060201 2,152.50
DAVIDSONVILLE 285,808.00 20060201 1,548.13
SNOHOMISH 227,440.00 20060201 1,326.73
FREDERICK 230,000.00 20060201 1,293.75
BOSTON 404,000.00 20051201 2,567.08
Pensacola 128,800.00 20060201 764.75
MONROE 368,550.00 20060201 1,919.53
Goodyear 194,787.00 20060201 1,197.13
SANTA ANA 596,500.00 20060201 3,168.91
LOUISVILLE 58,400.00 20060201 352.83
DELMAR 164,400.00 20060101 976.13
Punta Gorda 509,600.00 20060301 3,131.92
CROSBY 185,600.00 20060201 1,063.33
LEAGUE CITY 92,876.00 20060301 580.48
PAINESVILLE 40,300.00 20060301 285.46
BELL GARDENS 280,000.00 20060201 1,691.67
COLEMAN 72,200.00 20060201 425.72
DOVER 268,000.00 20060301 1,786.67
HARVEST 198,320.00 20060201 1,528.72
Boyertown 120,000.00 20060201 762.50
Hampshire 149,600.00 20051201 919.42
FORT WORTH 46,720.00 20060201 248.20
Batesville 56,600.00 20060301 395.76
TULARE 200,808.00 20060201 1,234.13
GALLATIN GATEWAY 178,750.00 20060201 1,042.71
FOUNTAIN HILLS 750,000.00 20060201 4,218.75
FREDERICK 200,000.00 20060201 1,250.00
ORLANDO 239,900.00 20060301 1,449.40
ATLANTA 83,250.00 20060301 528.98
ROSEBURG 650,000.00 20060301 4,215.89
SAN ANTONIO 104,992.00 20060201 656.20
SCOTTSDALE 362,398.00 20060201 2,453.74
BARTLETT 359,650.00 20060201 2,734.84
Clovis 256,000.00 20051201 1,546.67
LEXINGTON 75,600.00 20060301 480.38
San Bernardino 170,400.00 20060201 1,136.00
Montgomery Village 334,000.00 20060201 1,983.13
SAN ANTONIO 42,250.00 20060201 324.87
Shady Side 225,000.00 20060301 1,406.25
Lancaster 67,892.00 20060301 510.05
riverside 249,000.00 20051101 1,322.81
Idledale 96,000.00 20051201 575.57
Mckinney 517,600.00 20060201 3,663.54
Lexington 53,900.00 20060201 381.50
Sacramento 215,000.00 20060201 1,394.49
GULF SHORES 185,000.00 20060201 1,194.79
Littleton 580,000.00 20060301 3,685.42
Kissimmee 243,000.00 20051101 1,846.98
GREENSBORO 99,500.00 20060201 570.05
OKLAHOMA CITY 85,850.00 20060201 518.68
Quincy 67,600.00 20060201 490.15
Whitesboro 104,000.00 20060201 628.33
Saint Louis 103,000.00 20060201 718.85
Spring 74,392.00 20060101 472.70
Beetown 117,000.00 20060101 868.72
Elizabethtown 72,800.00 20060201 521.55
Manchester 199,900.00 20060101 1,249.38
Gore 116,000.00 20060101 664.58
Yorktown 82,000.00 20060101 504.89
Orlando 240,000.00 20060201 1,500.00
Newport News 108,500.00 20060101 712.77
RICHMOND 97,050.00 20051201 737.65
Jasper 59,200.00 20060201 413.94
PALMDALE 313,200.00 20060201 1,892.25
LAKE ELSINORE 516,000.00 20060101 2,902.50
SAHUARITA 178,900.00 20060201 1,080.85
LINCOLN 430,276.00 20060201 2,509.94
Queen Creek 180,800.00 20060201 1,148.83
Destin 1,725,500.00 20060101 11,503.33
Woodstock 150,012.00 20051201 887.38
Salem 94,050.00 20051201 739.89
Miramar 215,000.00 20051201 1,230.74
Hialeah 132,000.00 20060201 770.00
Miami 172,500.00 20060201 1,114.06
SPRING 103,125.00 20060101 634.96
BUCKEYE 147,921.00 20060101 1,016.96
Baltimore 98,250.00 20060301 720.92
Cano Park Area 417,000.00 20060201 2,606.25
MUNDELEIN 500,392.00 20060301 3,231.70
HENDERSON 553,532.00 20060301 3,286.60
WAXAHACHIE 110,552.00 20060201 667.92
Flint 92,000.00 20060301 659.10
SUNNYVALE 450,000.00 20060201 2,956.18
CAMINO 485,000.00 20060201 3,226.72
Santa Ana 260,000.00 20060201 1,643.38
Annapolis 550,000.00 20060201 3,093.75
Annapolis 550,000.00 20060201 3,093.75
Annapolis 3,535,000.00 20060201 22,093.75
WINSTON SALEM 64,000.00 20060201 480.81
ABINGDON 192,000.00 20060201 1,020.00
Vienna 440,000.00 20060301 2,750.00
PRESTON 267,850.00 20060201 1,674.06
Nashua 196,000.00 20060201 1,303.99
Gilbertsville 108,000.00 20060201 618.75
FATE 124,738.00 20060201 792.61
Gulfport 173,920.00 20060201 1,321.92
FORNEY 124,336.00 20060201 803.00
RAMONA 360,000.00 20060201 2,212.50
Wylie 119,035.00 20060201 768.77
Nashville 42,750.00 20060301 309.96
Queen Creek 163,500.00 20060201 987.81
Buckeye 160,000.00 20060201 1,066.67
Glendale 216,000.00 20060201 1,462.50
Tucson 117,600.00 20060201 747.25
Avondale 219,072.00 20060101 1,437.66
Strasburg 317,550.00 20060201 1,984.69
SAVANNAH 73,500.00 20060301 490.00
LOUISVILLE 51,300.00 20060201 399.01
LOUISVILLE 35,200.00 20060201 273.78
NEWNAN 128,660.00 20060201 944.06
Rochester 98,000.00 20060201 710.57
Rockwall 124,800.00 20060201 793.00
Avondale 135,000.00 20060101 815.63
Queen Creek 182,250.00 20060201 1,101.09
Avondale 135,000.00 20060101 815.63
Avondale 138,750.00 20060101 838.28
Dallas 388,000.00 20060201 2,263.33
Phoenix 183,300.00 20060101 1,107.44
Herndon 316,000.00 20060201 2,172.50
Rio Rancho 112,000.00 20060201 723.33
Fairburn 105,437.00 20060201 571.12
Shaver Lake 637,500.00 20060201 4,050.78
Phoenix 81,750.00 20060201 587.58
Palm Springs 471,000.00 20060201 3,094.13
Grayson 172,000.00 20060201 1,110.83
Lancaster 73,600.00 20060201 483.00
Upper Marlboro 494,217.00 20060301 3,449.22
ESCONDIDO 384,584.00 20060201 2,203.35
ALGONQUIN 296,000.00 20060201 1,757.50
Eagle Mountain 74,800.00 20060201 498.67
Schertz 110,800.00 20060201 755.85
Maricopa 264,000.00 20060101 1,705.00
LOMA LINDA 351,769.00 20060201 2,088.63
CAMBRIDGE 322,368.00 20060201 1,981.22
Beltsville 320,000.00 20060301 1,900.00
Las Vegas 174,750.00 20060201 1,070.12
Peabody 310,000.00 20060201 2,036.48
ANNAPOLIS 480,000.00 20060201 3,153.26
N LAUDERDALE 178,500.00 20060201 1,232.86
Bakersfield 247,500.00 20060201 1,495.31
Avondale 207,106.00 20060201 1,359.13
Piscataway 310,000.00 20060301 2,002.08
Hiram 101,200.00 20060201 566.46
Enfield 211,200.00 20060201 1,276.00
Atlanta 184,000.00 20060201 1,150.00
Dallas 208,000.00 20060201 1,343.33
MIDDLETOWN 117,000.00 20060201 788.25
DESOTO 80,000.00 20060201 573.13
FORT MILL 122,150.00 20060201 788.89
Lawrenceville 141,600.00 20060201 885.00
LAS VEGAS 431,200.00 20060201 2,425.50
MORENO VALLEY 219,700.00 20060201 1,352.73
District Heights 207,750.00 20060201 1,341.72
Gilbert 211,600.00 20060301 1,390.06
TALLAHASSEE 121,600.00 20060201 839.86
SHERMAN OAKS 1,275,000.00 20060201 7,304.69
ATLANTA 112,650.00 20060101 727.53
Surprise 193,200.00 20060201 1,187.38
Ocala 100,000.00 20060201 786.70
LOUISVILLE 56,991.00 20060201 368.07
San Clemente 515,000.00 20060101 2,735.94
Laguna Niguel 924,000.00 20060101 5,293.75
Houston 89,912.00 20060201 651.92
MONROE TOWNSHIP 294,400.00 20060201 1,962.67
Trussville 181,280.00 20060201 1,206.06
Miami 139,600.00 20060201 872.50
Summerville 105,520.00 20060201 714.46
Las Vegas 245,264.00 20060101 1,405.16
Azle 61,550.00 20060201 440.95
CARTERSVILLE 420,000.00 20060101 2,450.00
MOORESVILLE 161,854.00 20060101 1,011.59
Florence 153,498.00 20051201 911.39
El Mirage 268,800.00 20051201 1,596.00
North Canton 268,000.00 20060201 1,716.03
FRANKLIN TOWNSHIP 259,000.00 20060201 1,645.73
CHINO HILLS 532,000.00 20060101 3,629.18
Kansas City 204,000.00 20060201 1,211.25
Mount Dora 171,200.00 20060201 1,087.83
Gilbert 345,600.00 20060101 2,556.00
Rio Vista 384,528.00 20060201 2,203.03
Scottsdale 1,158,750.00 20060201 7,483.59
Eustis 144,000.00 20060201 915.00
Plano 376,000.00 20060101 2,741.67
Boerne 224,800.00 20060301 1,649.50
Clayton 124,150.00 20060201 814.73
CLAYTON 81,200.00 20060201 507.50
BALTIMORE 160,000.00 20051201 866.67
Phoenix 156,000.00 20051201 877.43
BELTSVILLE 503,936.00 20060201 3,202.09
FAIRFIELD 509,213.00 20060201 3,648.06
Baltimore 68,000.00 20060101 441.05
Inglewood 224,000.00 20050801 1,307.20
CONCORD 56,000.00 20060101 379.17
Santa Cruz 1,750,000.00 20051201 9,473.75
COVINGTON 101,000.00 20060101 599.69
COVINGTON 161,818.00 20060101 1,061.93
LOGANVILLE 156,632.00 20060101 946.32
ACWORTH 204,000.00 20060101 1,147.50
Charlotte 125,600.00 20060101 680.33
Charlotte 250,000.00 20060101 1,354.17
Birmingham 191,800.00 20051201 939.02
Rockville 388,000.00 20060201 2,142.08
Santa Rosa Beach 639,000.00 20051101 3,527.81
Hilton Head 98,000.00 20060201 541.04
LAKEWOOD 460,800.00 20060101 2,399.74
Hapeville 77,600.00 20060201 562.65
Carrollton 108,000.00 20060201 783.07
columbus 75,750.00 20060301 582.45
Acworth 135,100.00 20060201 858.45
Stone Mountain 108,000.00 20060201 755.15
CLEARFIELD 104,000.00 20060201 639.17
Mountain View 246,400.00 20051101 1,437.33
WYLIE 133,743.00 20060201 863.76
MCDONOUGH 111,020.00 20060201 720.07
N LAS VEGAS 247,992.00 20060201 1,524.12
Nyssa 53,600.00 20060201 334.39
CLEARFIELD 98,400.00 20060201 604.75
OPA LOCKA 144,000.00 20060101 885.00
Bensalem 160,000.00 20060201 1,037.76
DORCHESTER 489,600.00 20051201 3,213.00
RIALTO 280,000.00 20060201 1,429.17
JERSEY CITY 601,250.00 20060201 3,569.92
Kennewick 191,200.00 20060201 1,135.25
Culpeper 242,900.00 20060201 1,391.61
KISSIMMEE 154,632.00 20060201 982.56
DECATUR 82,500.00 20060201 446.88
Corpus Christi 125,000.00 20051201 863.34
Chicago 176,000.00 20060201 1,008.33
LAUREL 867,500.00 20060201 4,970.05
Spartanburg 45,600.00 20060201 350.62
Washington 120,000.00 20060301 839.06
Katy 101,242.00 20060201 622.22
BOSTON 520,000.00 20060201 3,250.00
GOOD HOPE 330,000.00 20060201 2,028.13
APOLLO BEACH 399,487.00 20060101 2,163.89
Lamont 148,000.00 20060201 935.46
Joliet 173,550.00 20060201 1,084.69
Wesley Chapel 508,600.00 20060201 2,807.90
Marina Del Rey 477,000.00 20060101 2,783.64
Canton 148,400.00 20050901 850.21
Duluth 173,000.00 20060101 1,194.87
San Antonio 83,600.00 20060101 514.74
Denton 51,000.00 20060101 314.02
Fairburn 107,920.00 20060101 607.05
Sachse 179,120.00 20060101 1,026.21
Hahira 87,920.00 20060201 540.34
Newnan 40,000.00 20051201 272.87
Tampa 152,000.00 20051101 868.92
Springfield 89,600.00 20060101 641.91
Riverview 149,772.00 20060101 1,123.29
Blue Rock 92,000.00 20060201 604.37
NEWPORT NEWS 129,600.00 20060101 850.50
Miami 117,600.00 20060101 747.25
Brandon 118,800.00 20050901 680.63
Acworth 121,200.00 20060101 770.13
Fort Worth 196,760.00 20051101 1,147.77
MINOOKA 440,000.00 20060201 2,612.50
Winston Salem 42,250.00 20060201 250.86
Summerville 133,911.00 20060101 641.66
GAMBRILLS 712,000.00 20060201 3,708.33
BLYTHEWOOD 52,000.00 20060201 409.08
Hurst 80,550.00 20060201 626.51
SCOTTSDALE 504,000.00 20060101 3,097.50
BOSTON 422,500.00 20060201 2,640.63
SAN DIEGO 344,900.00 20060201 1,796.35
Bakersfield 180,000.00 20060101 956.25
Colorado Springs 100,000.00 20060101 687.50
NASHVILLE 116,000.00 20060201 809.58
ATHENS 102,960.00 20060101 650.78
South Bend 56,400.00 20060201 370.51
Forney 123,594.00 20060201 785.34
Albuquerque 162,750.00 20060201 915.47
Riverside 277,500.00 20060101 1,846.21
Mount Pleasant 991,250.00 20060201 6,347.08
BENICIA 773,300.00 20060201 4,752.57
Washington 417,000.00 20060201 2,519.38
Pueblo 95,200.00 20060101 617.47
Needham 845,000.00 20060201 5,281.25
Manassas Park 272,000.00 20060201 1,671.67
PATERSON 160,300.00 20060101 1,107.15
Philadelphia 67,000.00 20060201 404.79
Austin 147,900.00 20060101 908.97
Clayton 99,900.00 20060201 603.56
Pfafftown 71,850.00 20060101 403.91
Norcross 151,100.00 20051001 786.98
Gaithersburg 776,000.00 20060201 4,122.50
Humble 129,696.00 20060101 1,008.76
Tucson 150,000.00 20060201 937.50
DAYTON 276,000.00 20060101 1,983.75
Tacoma 99,800.00 20051201 634.14
CONCORD 52,500.00 20051201 366.41
BAYONNE 326,250.00 20060101 2,566.61
Winston Salem 79,560.00 20060101 472.39
MURRIETA 311,935.00 20060101 1,997.35
Stockbridge 298,683.00 20060101 1,962.14
Tampa 198,400.00 20060201 1,364.00
Dallas 110,000.00 20060201 731.83
Phoenix 184,000.00 20060201 1,207.50
Ocala 131,200.00 20060201 970.33
Hanover Park 159,920.00 20060101 1,201.43
Jonesboro 78,825.00 20060101 541.92
Clearwater 840,000.00 20060101 5,425.00
Mesa 129,600.00 20060101 756.00
Rockwall 143,200.00 20060101 880.08
Mount Juliet 219,430.00 20051201 1,120.01
ALBUQUERQUE 154,500.00 20060101 869.06
Staten Island 437,380.00 20060201 3,020.87
Austin 84,000.00 20060101 530.94
Annandale 252,000.00 20060101 1,653.75
Reston 165,000.00 20060201 928.13
Meridian 191,920.00 20060201 1,099.54
Springfield 427,500.00 20060201 2,952.64
Cedar Rapids 88,000.00 20060201 623.33
Cave Creek 283,500.00 20060101 2,008.13
SAN DIEGO 432,250.00 20060101 2,380.86
ALB 148,800.00 20060101 837.00
Rio Rancho 163,680.00 20060101 937.75
ALBUQUERQUE 177,500.00 20060201 998.44
ALBUQUERQUE 155,000.00 20060201 871.88
ALBUQUERQUE 107,625.00 20060201 605.39
Aurora 120,000.00 20060201 725.00
Lorton 468,900.00 20060101 3,126.00
Paia 1,296,400.00 20050701 6,617.04
BROOKLYN CENTER 323,400.00 20050901 1,718.06
CHICAGO 224,000.00 20060201 1,376.67
Bradbury 1,450,294.00 20051201 7,553.61
Fort Myers 297,255.00 20060201 1,857.84
Sterling 511,700.00 20060201 2,825.01
Carson City 253,500.00 20060201 1,320.31
Lewisburg 86,154.00 20060101 538.46
TWENTYNINE PALMS 65,600.00 20051201 430.95
HERNDON 428,000.00 20060101 2,273.75
Charlotte 224,000.00 20060101 1,260.00
Vienna 190,000.00 20060101 1,009.38
WALDORF 172,000.00 20060101 1,057.08
SATELLITE BCH 300,000.00 20060201 1,781.25
Trenton 54,600.00 20060101 358.31
Brooklyn 712,500.00 20060201 4,007.81
Oklahoma City 28,000.00 20051001 217.78
Austin 143,900.00 20060201 884.39
KATY 94,112.00 20060201 607.81
ROSENBERG 140,000.00 20060201 889.58
KATY 98,950.00 20051201 587.52
URBANA 58,800.00 20060201 367.50
URBANA 58,800.00 20060201 367.50
URBANA 58,800.00 20060201 367.50
NORTH LAS VEGAS 140,000.00 20050801 787.50
CONROE 106,219.00 20060101 686.00
HOUSTON 75,593.00 20060101 541.56
LANCASTER 135,992.00 20060201 986.04
HOUSTON 80,400.00 20060101 604.02
Humble 89,276.00 20060101 557.98
Pearland 130,516.00 20060201 912.59
Kenner 104,000.00 20060101 718.30
Loveland 155,840.00 20060101 974.00
Baltimore 261,600.00 20060101 1,389.75
BALTIMORE 68,400.00 20060201 406.13
SEVIERVILLE 246,320.00 20060101 1,693.45
NEWPORT NEWS 99,200.00 20060201 627.01
OCEAN CITY 650,000.00 20060201 3,520.83
BALTIMORE 76,000.00 20060101 546.25
Fargo 68,600.00 20060301 416.82
FARGO 68,600.00 20060301 416.82
FARGO 68,600.00 20060301 416.82
Hamilton 74,400.00 20060201 441.75
RICHMOND 69,000.00 20051201 445.62
WASHINGTON 311,950.00 20060101 2,014.68
BALTIMORE 112,500.00 20060101 740.33
Waldorf 276,000.00 20060201 1,677.01
SAINT AUGUSTINE 431,250.00 20060101 2,605.47
BOUNTIFUL 200,000.00 20060201 1,208.33
Scottsdale 172,000.00 20060101 1,075.00
Atlanta 80,000.00 20060101 500.00
Avondale 289,175.00 20051201 1,807.34
Nampa 171,880.00 20060101 1,074.25
Tucson 122,400.00 20060101 701.25
Glendale 290,770.00 20060101 1,877.89
Maricopa 238,820.00 20060101 1,666.76
Phoenix 168,000.00 20060101 1,137.50
Phoenix 160,000.00 20060101 1,066.67
Chandler 400,000.00 20060201 2,441.65
Avondale 321,688.00 20060201 2,211.61
Rio Rancho 197,384.00 20060101 1,357.02
Tucson 101,600.00 20060201 656.17
Cambridge 634,280.00 20060201 4,765.13
Dallas 280,950.00 20060101 1,784.69
East Hanover 522,000.00 20060201 3,429.17
Roosevelt 296,000.00 20060101 1,850.00
HUDSON 212,000.00 20060101 1,523.75
Milwaukee 71,250.00 20060101 497.27
Islip 875,000.00 20060101 5,833.33
Hollywood 117,600.00 20051201 735.00
HUMBLE 82,192.00 20060201 462.33
NOTASULGA 50,250.00 20060101 352.80
Virginia Beach 127,120.00 20060101 794.50
Ocoee 147,000.00 20060101 990.37
Lubbock 55,200.00 20060101 390.70
Gulfport 65,520.00 20060101 480.76
NASHVILLE 68,120.00 20060201 511.76
SAN FERNANDO 255,000.00 20060201 1,407.81
PHOENIX 364,000.00 20060201 2,237.08
PEORIA 159,920.00 20060201 1,090.94
Katy 102,160.00 20060201 723.08
Saint Louis 50,000.00 20060101 327.61
Denham Springs 73,710.00 20060201 445.33
Milwaukee 84,500.00 20060201 554.53
Milwaukee 81,250.00 20060201 533.20
Milwaukee 82,550.00 20060201 541.73
Milwaukee 92,625.00 20060201 607.85
Anaheim 464,000.00 20060201 2,610.00
Las Vegas 172,000.00 20060201 1,003.33
Winder 106,400.00 20060101 653.92
LINCOLN 445,360.00 20060201 2,925.70
Jersey City 338,000.00 20060301 2,077.29
Titusville 99,200.00 20060201 719.27
Indianapolis 52,840.00 20060201 341.26
HEMPSTEAD 384,000.00 20060201 2,120.00
Portsmouth 108,000.00 20060201 708.75
LEAGUE CITY 94,276.00 20060301 608.87
MONROE 118,400.00 20050801 740.00
McDONOUGH 115,000.00 20050801 622.92
LAWRENCEVILLE 133,200.00 20060101 874.08
HOUSTON 71,400.00 20060201 536.40
Garland 77,373.00 20060201 521.28
MONTGOMERY VILLAGE 280,000.00 20060201 1,720.83
GALLATIN GATEWAY 143,000.00 20060301 834.17
Houston 98,392.00 20060201 594.45
YORBA LINDA 439,000.00 20050901 2,057.81
NORTH POTOMAC 440,000.00 20050901 2,193.95
FORT MEYERS 140,000.00 20050801 698.93
BRANDON 175,750.00 20050801 933.67
GILBERT 303,200.00 20060201 1,895.00
SMYRNA 212,000.00 20060201 1,192.50
PALOS HEIGHTS 530,999.00 20060201 3,989.22
CHICAGO 203,200.00 20060201 1,354.67
DOWNEY 376,800.00 20060301 2,472.75
Casa Grande 243,350.00 20060201 1,596.98
tallahassee 460,000.00 20060201 3,060.39
Laveen 190,375.00 20051101 1,170.01
NORTH LAS VEGAS 180,000.00 20060301 1,012.50
DEPTFORD 92,000.00 20060201 546.25
CORPUS CHRISTI 195,920.00 20060201 1,270.73
FREDERICK 276,000.00 20060201 1,782.50
CINCINNATI 108,000.00 20060201 663.75
LACEY 172,800.00 20060201 1,044.00
HOUSTON 98,143.00 20060201 644.06
SCOTTSDALE 465,000.00 20060201 3,211.64
NORFOLK 88,000.00 20060301 540.83
ASTORIA 665,000.00 20060301 4,368.58
ROCKVILLE 980,000.00 20060301 6,227.08
ATLANTA 220,800.00 20060301 1,380.00
Cape Coral 242,077.00 20051001 1,361.68
ATLANTA 220,800.00 20060301 1,380.00
SPOKANE 60,000.00 20060201 381.25
Pittsburgh 57,600.00 20060301 378.39
LITTLE RIVER 155,900.00 20060301 893.18
Newark 180,000.00 20060201 1,162.50
Alpharetta 210,000.00 20060301 1,225.00
RENO 307,128.00 20060201 1,887.56
DOVER TWP 272,000.00 20060201 1,728.33
Rowley 596,000.00 20060201 4,015.36
WASHINGTON 72,100.00 20060101 455.72
PALM DESERT 244,000.00 20060201 1,296.25
BEND 481,000.00 20060301 2,555.31
ACWORTH 80,000.00 20060101 492.57
MARIETTA 94,875.00 20060101 631.21
RIVERDALE 79,450.00 20060101 571.05
COLUMBIA 113,600.00 20060301 745.50
Newark 216,000.00 20051001 1,507.50
HUNTINGTOWN 599,580.00 20060301 3,247.73
Succasunna 255,200.00 20051201 1,515.25
San Diego 513,850.00 20060201 3,158.04
CONCORD 56,000.00 20060101 379.17
TUCSON 437,500.00 20060201 2,693.76
CLOVIS 203,670.00 20060201 1,230.51
SNELLVILLE 135,750.00 20060101 848.44
RICHMOND 103,200.00 20060201 602.00
PARKER 431,000.00 20060201 2,244.79
ATLANTA 308,000.00 20060301 1,860.83
Roswell 308,247.00 20060301 1,637.56
Acworth 109,500.00 20060101 650.16
Mastic 171,360.00 20060201 1,195.95
LAMONT 144,000.00 20060201 900.00
Denver 320,000.00 20060201 1,766.67
Orlando 210,000.00 20060301 1,379.55
LYNDEN 140,000.00 20060101 845.83
Miami 248,000.00 20060201 1,608.90
FREDERICKSBURG 252,000.00 20060201 1,391.25
Denton 194,000.00 20060301 1,226.21
College Park 103,465.00 20060201 741.24
SCRANTON 71,200.00 20060201 519.17
COLLEGE PARK 194,192.00 20060201 1,274.39
MANTECA 516,615.00 20060201 2,798.33
TAYLORSVILLE 139,680.00 20060201 902.10
LAS VEGAS 204,000.00 20051201 1,551.25
Washington 192,000.00 20060201 1,300.00
NORCO 524,800.00 20060201 3,170.67
CLOVIS 532,000.00 20060101 3,269.58
Miami 788,000.00 20060201 5,577.42
Germantown 496,000.00 20060101 3,255.00
Ellsworth 138,400.00 20060201 865.00
Umatilla 129,600.00 20060201 742.50
Costa Mesa 616,000.00 20060201 3,785.83
Casa Grande 196,500.00 20060201 1,248.59
ATLANTA 71,200.00 20060301 556.25
Houston 72,000.00 20060201 517.50
Glenn Dale 552,000.00 20060301 2,875.00
San Antonio 160,000.00 20060201 1,050.00
DeSoto 71,392.00 20060201 468.99
Kannapolis 111,304.00 20060201 749.88
Covington 129,600.00 20060201 769.50
Bakersfield 206,120.00 20060201 1,159.43
Phoenix 900,000.00 20060301 5,718.75
Warner Robins 53,000.00 20060101 418.90
GARLAND 102,800.00 20060201 683.93
CELINA 69,239.00 20060201 396.68
DESOTO 99,200.00 20060101 702.67
PASADENA 465,000.00 20060101 3,015.98
Saint Louis 75,200.00 20060201 584.90
EVERETT 233,600.00 20060201 1,508.67
CLOVIS 270,759.00 20060201 1,635.84
KALAMAZOO 128,000.00 20060201 800.00
CAMDEN 202,400.00 20060201 1,560.17
ALBUQUERQUE 104,000.00 20060201 736.67
GAINESVILLE 980,000.00 20060201 6,125.00
GRASONVILLE 368,000.00 20060201 2,185.00
CARTERSVILLE 233,600.00 20060101 1,460.00
PROSPERITY 130,000.00 20060201 920.14
Glendale Heights 84,375.00 20060301 492.19
New Port Richey 96,000.00 20060101 530.00
CHARLOTESVILLE 150,400.00 20060201 783.33
LAGUNA BEACH 1,500,000.00 20060201 8,437.50
WEST HAMPTON 188,000.00 20060201 1,096.67
SCOTTSDALE 650,000.00 20060301 3,588.54
Richmond 193,600.00 20060201 1,189.83
Tempe 170,400.00 20051201 798.75
REHOBOTH BEACH 3,680,000.00 20060201 24,792.84
LEWISTON 200,000.00 20060201 1,208.33
GERMANTOWN 200,000.00 20060201 1,229.17
VANCOUVER 177,900.00 20060201 1,066.61
MESA 117,600.00 20060201 735.00
STAFFORD 509,250.00 20060201 3,395.00
PENN VALLEY 522,500.00 20060201 3,653.40
Jacksonville 136,800.00 20060201 798.00
RICHMOND 215,544.00 20060201 1,369.60
Leesburg 190,000.00 20060201 989.58
San Bernardino 475,000.00 20060201 2,721.35
FREDERICKSBURG 321,600.00 20060301 1,842.50
CLEVELAND 56,550.00 20060301 400.56
OAK POINT 93,236.00 20060201 602.15
Baltimore 55,920.00 20060201 343.68
Jersey City 302,250.00 20060201 1,857.58
WEST PALM BEACH 107,920.00 20060101 741.95
PATERSON 387,280.00 20060301 2,501.18
La Canada Flintridge 460,000.00 20060201 2,945.43
SANDY 136,000.00 20060201 821.67
Ridgecrest 150,430.00 20060201 934.82
Westborough 312,000.00 20060201 1,982.50
TUCSON 185,600.00 20060201 1,102.00
SANTA ANA 496,000.00 20060201 3,203.33
Saint Paul 107,250.00 20060301 625.63
Hopewell 47,600.00 20060201 341.02
AZLE 71,232.00 20060201 474.88
NORCROSS 220,000.00 20060301 1,741.67
PORTLAND 600,000.00 20060201 4,042.32
HARVARD 440,000.00 20060201 2,890.49
ROCKVILLE 516,000.00 20060201 3,171.25
UPPER MARLBORO 482,871.00 20060201 2,967.64
Colorado Springs 82,950.00 20060301 518.44
Midlothian 112,248.00 20060201 700.28
EATONTOWN 197,960.00 20060301 1,092.90
SCOTTSDALE 831,811.00 20060201 5,534.06
OAK POINT 99,496.00 20060201 642.58
MOONACHIE 296,000.00 20060201 1,907.06
SCOTTSDALE 702,254.00 20060201 3,803.88
OLYMPIA 172,800.00 20060201 953.06
TULARE 128,000.00 20060201 840.00
Media 435,000.00 20060201 2,821.40
BIDDEFORD 252,000.00 20060201 1,995.00
ALBUQUERQUE 131,200.00 20060201 846.69
TUCSON 137,600.00 20060201 960.33
Monument 443,236.00 20060201 2,874.82
LOUISVILLE 640,000.00 20060201 3,866.67
Acworth 242,400.00 20060101 1,540.25
Brooklyn 750,000.00 20060301 4,218.75
TULARE 172,000.00 20060201 1,092.92
Branson 159,920.00 20060201 1,032.82
N Lauderdale 156,800.00 20060201 940.10
CLEVELAND 66,500.00 20060201 443.33
BOZEMAN 112,000.00 20060201 723.33
YORKTOWN HEIGHTS 828,500.00 20060201 5,005.52
Los Angeles 715,000.00 20060201 4,319.79
Denver 135,920.00 20060201 792.87
HENDERSONVILLE 110,000.00 20060201 756.25
JERSEY CITY 222,400.00 20060201 1,482.67
SANTA ROSA BEACH 760,000.00 20060301 4,591.67
ATLANTIC CITY 144,000.00 20060201 1,094.51
ODENTON 227,500.00 20060201 1,398.11
TAYLOR 38,000.00 20060201 229.58
KATY 119,600.00 20060201 610.46
CYPRESS 114,872.00 20060201 598.29
Palmyra 208,000.00 20060101 1,321.67
PATERSON 242,900.00 20060201 1,492.82
STREETSBORO 94,000.00 20060201 548.33
Iuka 639,000.00 20060101 3,986.53
Memphis 50,400.00 20060101 392.01
PERRY HALL 522,400.00 20060201 3,591.50
HOUSTON 122,792.00 20060201 639.54
Newtown 640,000.00 20060301 3,992.77
SILVER SPRING 604,600.00 20060201 3,722.63
Laguna Niguel 682,000.00 20060201 3,694.17
TUSTIN 936,000.00 20060201 5,460.00
Franklin 472,000.00 20060201 2,753.33
MORELAND 138,400.00 20060201 965.92
CHANDLER 144,000.00 20060201 885.00
Pharr 59,280.00 20060301 414.49
REDDING 136,500.00 20060201 838.91
Gaithersburg 295,000.00 20060301 1,690.10
VANVOUVER 244,800.00 20060201 1,989.00
Glendale Heights 70,125.00 20060301 409.06
RAMAPO 455,000.00 20060201 2,878.44
Township of South Brunswi 504,000.00 20060201 3,438.17
CLOVIS 340,000.00 20060201 1,806.25
Upper Marlboro 221,800.00 20060201 1,340.04
Spring Valley 128,500.00 20060201 709.43
Gainesville 505,750.00 20060201 3,160.94
BAYSHORE 344,000.00 20060201 2,150.00
FORT WORTH 87,750.00 20060201 621.56
Phoenix 210,000.00 20060201 1,290.63
MANTECA 447,653.00 20060201 2,792.78
DENVER 285,600.00 20060201 1,904.00
GERMANTOWN 199,000.00 20060201 1,243.75
ESSEX 175,000.00 20060201 1,106.12
MABLETON 170,720.00 20060201 1,084.78
HOUSTON 88,400.00 20060201 588.13
PHOENIX 320,000.00 20060201 1,766.67
Memphis 494,000.00 20060101 2,572.78
CARLSBAD 845,000.00 20060201 4,375.00
Hebron 328,800.00 20051201 1,779.59
Jackson 58,320.00 20060201 453.61
SAN ANTONIO 100,760.00 20060201 545.78
SCOTTSDALE 650,000.00 20060201 4,055.15
BUCKEYE 167,962.00 20060201 979.78
CYPRESS 551,852.00 20060201 3,334.11
Leesburg 285,600.00 20060201 1,695.75
SALT LAKE CITY 322,000.00 20060201 2,046.04
CHICAGO 139,750.00 20060201 873.44
Austin 141,728.00 20060301 990.98
PORT WENTWORTH 102,300.00 20060101 732.89
PUEBLO 62,400.00 20050801 389.86
LOVELAND 180,000.00 20050801 916.16
PUEBLO 54,700.00 20050801 341.88
Clinton 376,000.00 20060101 2,115.00
Woodbridge 361,600.00 20060101 2,184.67
Newport News 180,000.00 20060201 1,012.50
Stafford 344,000.00 20060101 2,078.33
Leesburg 281,200.00 20060201 1,757.50
Key West 669,306.00 20060201 4,043.72
Great Falls 444,000.00 20060101 2,312.50
Milford 321,600.00 20060201 1,809.00
Stone Mountain 213,750.00 20060201 1,157.81
REVA 400,000.00 20050801 1,957.87
ST. PETERSBURG 202,300.00 20050701 1,095.79
CHATTANOOGA 78,100.00 20050801 423.04
PEUBLO 81,600.00 20050801 509.81
Paramount 480,000.00 20060101 2,900.00
DENVER 116,250.00 20060101 787.11
Mesa 100,000.00 20060101 604.17
Parkesburg 132,000.00 20060101 811.25
Malvern 800,000.00 20060201 4,333.33
Kennett Square 464,000.00 20060201 3,048.15
DANIA 148,000.00 20060201 1,048.33
BRYON 183,900.00 20051101 938.66
SARASOTA 223,120.00 20060201 1,371.26
Queen Creek 192,900.00 20060201 1,306.09
ATLANTA 96,000.00 20060201 690.00
WHEAT RIDGE 500,000.00 20060201 2,604.17
ROCKINGHAM 142,960.00 20060301 759.48
RESEDA 483,750.00 20060201 3,225.00
SALT LAKE CITY 246,400.00 20060301 1,334.67
LYNDEN 200,800.00 20060201 1,213.17
SPARKS 160,000.00 20060301 1,000.00
LOS MOLINOS 50,001.00 20060201 341.10
LAUREL 190,000.00 20060201 1,068.75
Houston 92,000.00 20060201 479.17
Houston 137,440.00 20060101 1,002.17
LAUREL 460,000.00 20060201 2,491.53
SAN ANTONIO 120,000.00 20060201 839.06
PHOENIXVILLE 214,212.00 20060201 1,361.14
LUTZ 225,200.00 20060201 1,266.75
GARDEN GROVE 444,000.00 20060201 2,913.75
NEWARK 560,000.00 20060201 3,448.02
DRUMS 68,000.00 20060201 425.00
MOUNT CLEMENS 146,400.00 20060201 915.00
MARYSVILLE 138,462.00 20060301 750.00
SPRINGBORO 209,796.00 20060201 1,267.52
Millville 188,800.00 20060201 1,042.33
LOGANVILLE 439,900.00 20051001 2,428.61
EATONTOWN 227,500.00 20060201 1,421.56
TAYLOR 41,040.00 20060201 247.95
UNION 85,000.00 20060201 557.81
ORLANDO 192,800.00 20060301 1,164.83
BETHLEHEM 355,200.00 20060201 2,294.00
UPPER MARLBORO 586,325.00 20060201 3,725.61
ANN ARBOR 800,000.00 20060201 5,000.00
Scotts Valley 733,000.00 20060201 4,275.83
Woodbridge 342,400.00 20060301 2,247.00
FINKSBURG 690,350.00 20060201 3,955.13
San Antonio 680,000.00 20060201 4,871.60
Houston 92,000.00 20060201 479.17
Bakersfield 195,000.00 20060201 1,279.69
DURHAM 63,200.00 20060201 414.75
Phoenix 147,000.00 20060101 934.06
CAPE CORAL 279,500.00 20060201 1,688.64
NORFOLK 200,000.00 20060301 1,187.50
QUEEN CREEK 222,069.00 20060201 1,434.20
SILVER SPRING 458,550.00 20060201 2,936.15
MANTECA 534,346.00 20060301 2,894.37
WEST CHESTER 389,000.00 20060201 2,876.98
LOCUST GROVE 450,000.00 20060201 2,881.40
TEMPE 1,365,000.00 20060201 7,240.94
SHIP BOTTOM 646,750.00 20060201 3,772.71
NEOTSU 232,000.00 20060201 1,232.50
CINCINNATI 92,000.00 20060101 594.17
LAVALLETTE 265,000.00 20060201 1,628.65
MARYSVILLE 190,400.00 20060301 1,031.33
WASHINGTON 203,000.00 20060201 1,268.75
WASHINGTON 436,000.00 20050601 2,270.83
Duluth 741,050.00 20050701 4,324.57
CHARLOTTE 107,200.00 20060201 681.17
MIAMI 308,500.00 20050722 1,899.49
SACRAMENTO 290,800.00 20060201 1,938.67
Brigham City 109,200.00 20060101 716.63
CLEVELAND 77,000.00 20060201 513.33
PHOENIX 55,250.00 20060201 310.78
Phoenix 210,400.00 20060301 1,205.42
HOUSTON 95,200.00 20060201 732.01
ROSLINDALE 208,000.00 20060201 1,490.14
Manassas 264,000.00 20060201 1,677.50
Queen Creek 461,214.00 20060201 2,930.63
YORBA LINDA 650,000.00 20060201 4,197.92
OCEANSIDE 544,000.00 20060201 4,524.72
CLOVIS 228,800.00 20060201 1,406.17
DALLAS 101,500.00 20060101 692.41
Santa Cruz 470,000.00 20060201 2,893.87
Mcallen 50,040.00 20060201 358.49
CHANNAHON 220,247.00 20060201 1,307.72
KAWKAWLIN 188,000.00 20060301 1,203.79
CROOKED RIVER RANCH 176,000.00 20060301 953.33
WEST ISLIP 600,000.00 20060201 3,312.50
WEST ROXBURY 356,800.00 20060201 2,192.83
CHEYENNE 120,000.00 20060101 778.32
Santa Cruz 650,000.00 20060201 4,002.16
LOS ANGELES 352,000.00 20060201 2,200.00
HYATTSVILLE 299,200.00 20060201 1,807.67
SOUTH PLAINFIELD 180,000.00 20060201 993.75
NAMPA 127,000.00 20060201 780.52
WHITESBURG 172,400.00 20060201 933.83
LAGUNA WOODS 299,000.00 20060201 2,304.79
DORCHESTER 455,000.00 20060201 2,748.96
Idaho Falls 86,175.00 20060201 502.69
Missouri City 113,186.00 20060201 683.83
SEATTLE 1,500,000.00 20060301 8,281.25
Pickens 156,000.00 20051001 812.50
Milledgeville 63,350.00 20060301 442.95
Katy 109,249.00 20060201 705.57
TULARE 228,000.00 20060201 1,425.00
Los Angeles 456,300.00 20060101 2,519.16
BAKERSFIELD 164,000.00 20060201 939.58
DENVER 109,599.00 20060201 753.49
Rowlett 90,000.00 20060201 590.63
SEATTLE 252,000.00 20060101 1,574.99
Los Angeles 456,300.00 20060101 2,519.16
LAKE FOREST PARK 196,000.00 20060201 1,347.50
Sun City 341,000.00 20060201 2,024.69
CHARLOTTESVILLE 74,400.00 20060201 387.50
nicholasville 56,000.00 20060201 355.83
Wilmington 609,270.00 20060201 3,801.05
DUNDEE 153,850.00 20060201 945.54
YORKTOWN HEIGHTS 750,000.00 20060201 5,116.33
Tampa 357,200.00 20060201 2,269.71
Richmond 112,500.00 20060301 679.69
Garland 112,800.00 20060101 740.25
NICHOLASVILLE 56,000.00 20060201 355.83
JACKSON 428,000.00 20060201 2,763.94
Barnegat 152,800.00 20060301 955.00
Arlington 93,300.00 20060201 652.37
RICHMOND 133,600.00 20060201 793.25
Peoria 169,750.00 20060201 1,113.98
BUCKEYE 147,960.00 20060201 847.69
PALM BEACH GARDENS 176,250.00 20060201 1,009.77
BUCKEYE 167,072.00 20060201 1,009.39
FREDERICKSBURG 590,408.00 20060201 3,382.54
PARK CITY 630,000.00 20060201 3,806.25
Tampa 192,000.00 20060201 1,260.00
Houston 122,440.00 20060201 637.71
Houston 454,400.00 20060101 2,365.79
San Diego 96,000.00 20060101 520.00
San Diego 536,000.00 20060201 3,070.83
CHARLOTTE 192,064.00 20060201 1,100.37
Myrtle Beach 150,000.00 20060201 921.88
Stafford 150,000.00 20060201 875.00
Brush Creek 118,000.00 20060101 698.02
Grand Junction 273,600.00 20060201 1,567.50
CHANHASSEN 122,400.00 20060201 726.75
BOYDS 427,410.00 20060201 2,582.27
Falls Church 408,000.00 20060201 2,677.50
PEMBROKE PINES 259,200.00 20060201 1,647.00
SALINAS 585,000.00 20060201 3,290.63
Cumming 99,400.00 20060201 579.83
JERSEY CITY 255,500.00 20060201 1,863.02
MADISON 97,500.00 20060201 629.69
MADISON 97,500.00 20060201 629.69
MADISON 97,500.00 20060201 629.69
MADISON 97,500.00 20060201 629.69
Phoenix 146,000.00 20060201 1,071.30
AURORA 137,120.00 20060101 958.76
HUMBLE 91,292.00 20060201 638.33
TUCSON 217,000.00 20060101 1,425.54
Kissimmee 118,300.00 20060101 787.05
ROCKVILLE CENTER 468,000.00 20060101 3,113.62
Lakeway 332,500.00 20060201 2,410.86
Milford 272,000.00 20060201 1,855.52
Kansas City 52,800.00 20051201 369.19
Houston 72,000.00 20051101 479.02
Enfield 167,200.00 20060201 1,183.43
Saint Charles 128,700.00 20051101 845.47
Hunt 75,100.00 20051101 505.96
Conroe 106,400.00 20060101 609.58
Garland 96,000.00 20060101 721.22
Hampton Bays 448,000.00 20060101 2,566.67
Newport News 164,000.00 20051201 1,146.71
HOUSTON 93,432.00 20051201 669.36
HUMBLE 93,592.00 20060101 654.41
Saco 160,000.00 20060201 985.15
Montgomery Village 168,000.00 20051201 1,203.57
Jacksonville 84,800.00 20060101 521.17
BROOMFIELD 109,697.00 20060101 711.49
Humble 68,000.00 20060201 516.85
Harlingen 131,200.00 20060101 951.29
TOWN OF RYE 479,900.00 20050601 2,993.96
Peroia 128,000.00 20060101 894.99
Houston 96,989.00 20051201 629.07
Wilton 552,000.00 20060101 2,760.00
Oceanside 70,000.00 20060201 465.24
Tampa 60,000.00 20060201 379.25
Saint Petersburg 75,300.00 20060201 507.32
Stowe 52,650.00 20051201 444.30
POTTSTOWN 53,950.00 20051201 455.27
Tampa 246,750.00 20060101 1,662.41
Hallandale Beach 77,600.00 20060101 477.80
Charlotte 137,600.00 20060101 927.04
Hogansville 110,400.00 20051001 688.76
Atlanta 177,600.00 20060101 1,211.55
Marietta 163,900.00 20060201 1,063.06
Orlando 162,400.00 20060101 1,094.12
Decatur 536,000.00 20060101 3,432.07
Marble 81,100.00 20060201 574.03
Palm City 476,000.00 20060201 3,047.88
Bradenton 367,100.00 20060101 2,629.95
Homestead 267,550.00 20060101 1,916.77
Jacksonville 84,000.00 20060101 601.79
Gainesville 457,500.00 20060201 2,891.71
Garner 91,920.00 20060201 682.50
Decatur 95,000.00 20060101 640.03
SUGAR HILL 252,000.00 20060201 1,676.56
Atlanta 103,000.00 20060101 685.26
South Bend 67,500.00 20051001 460.47
Bluffton 52,800.00 20050901 346.86
RIVERSIDE 514,650.00 20060201 2,894.91
BOULDER 217,000.00 20060201 1,198.02
TOLEDO 43,890.00 20060101 292.00
TOLEDO 43,890.00 20060101 292.00
FORT COLLINS 128,800.00 20050901 617.17
PENSACOLA 98,980.00 20051201 505.21
METAIRIE 147,920.00 20060101 971.73
TOLEDO 43,890.00 20060101 292.00
CHESAPEAKE 195,930.00 20060101 1,000.06
TOLEDO 43,890.00 20060101 292.00
DOUGLASVILLE 206,243.00 20051201 1,117.15
BOGALUSA 103,920.00 20051201 691.38
CHESTERFIELD 134,750.00 20060201 701.31
PUNTA GORDA 620,000.00 20060201 4,229.49
ROSEVILLE 107,800.00 20060201 561.26
HEMET 59,900.00 20060201 318.22
PONTIAC 68,000.00 20060201 475.46
PONTIAC 66,400.00 20060201 464.27
HAMPTON 102,000.00 20060201 678.60
FAIRFAX 649,000.00 20060201 5,520.56
SAINT LOUIS 42,000.00 20060201 311.85
PEORIA 423,500.00 20060201 2,853.20
BELTSVILLE 440,800.00 20060201 2,859.02
WAYNE 86,700.00 20060101 591.44
VIRGINIA BEACH 61,200.00 20060101 438.44
PORT READING 288,000.00 20060201 1,726.71
CAROL STREAM 101,500.00 20060201 666.78
COLUMBIA 116,200.00 20060201 744.04
LIVERPOOL 77,600.00 20060201 529.37
TARPON SPRINGS 169,600.00 20051201 848.00
OAKLAND 330,000.00 20060101 1,578.85
MOBILE 130,200.00 20060201 888.19
SAN DIEGO 352,100.00 20060201 1,833.85
PROVO 231,000.00 20051201 1,155.00
COON RAPIDS 156,000.00 20051201 796.25
HUGHSON 650,000.00 20060101 5,662.20
BALTIMORE 97,000.00 20060201 525.42
FAIRFIELD 479,500.00 20060201 2,991.46
KINGWOOD 420,000.00 20051201 2,865.14
ST PETERSBURG 70,000.00 20060201 379.17
BEND 174,000.00 20060201 942.50
SALT LAKE CITY 130,500.00 20060201 879.20
DUMFRIES 284,000.00 20060201 1,567.92
PHILADELPHIA 50,250.00 20060201 355.67
LAS VEGAS 176,000.00 20051201 916.67
OAKLAND 258,300.00 20060101 1,318.41
PHILADELPHIA 39,000.00 20060201 276.04
PHOENIX 182,000.00 20051201 985.83
BEND 172,500.00 20060201 934.38
SALINAS 489,000.00 20060201 2,445.00
PETAL 71,900.00 20060201 484.40
COVINGTON 155,000.00 20051001 839.58
HOUSTON 280,000.00 20051201 1,933.89
BEND 173,500.00 20060201 939.79
SIMI VALLEY 359,000.00 20060101 1,795.00
OAK RIDGE 626,000.00 20060201 5,410.21
GARNER 199,250.00 20060101 1,226.82
BEND 174,000.00 20060201 942.50
SPRINGFIELD 359,500.00 20060101 1,909.84
WASHINGTON 631,280.00 20060201 3,550.95
HUNTINGTON STATION 406,000.00 20060201 2,667.13
MANDEVILLE 272,000.00 20051201 1,809.62
CHICAGO 157,500.00 20060201 1,141.98
MEADOW VISTA 483,000.00 20060201 3,172.97
CASCO 150,000.00 20060101 985.39
NEWPORT NEWS 86,100.00 20060201 609.41
WEBB CITY 72,000.00 20060201 479.02
PUYALLUP 155,400.00 20051201 809.37
HAMILTON 81,800.00 20051201 409.00
TOLEDO 65,600.00 20060201 458.68
LAFAYETTE 89,520.00 20051101 475.57
MERIDIAN 202,400.00 20060201 1,117.42
WEST LINN 257,200.00 20060201 1,419.96
THIBODAUX 167,300.00 20060101 1,099.04
TOLEDO 149,962.00 20060201 1,139.81
TACOMA 116,800.00 20060201 806.71
DELTONA 178,500.00 20060101 985.47
INDIANAPOLIS 77,000.00 20060201 518.76
PORT RICHEY 91,700.00 20060201 656.95
VERO BEACH 405,900.00 20060101 2,114.06
KNOXVILLE 95,620.00 20060101 488.06
CHICAGO 332,500.00 20060201 2,212.13
HOUSTON 650,000.00 20060201 4,324.47
BALDWINSVILLE 65,600.00 20060201 447.51
TACOMA 144,000.00 20060101 780.00
MISSOURI CITY 1,330,000.00 20051201 8,737.15
NAVARRE 185,500.00 20051101 985.47
NASHVILLE 230,400.00 20060201 1,128.00
AVON LAKE 144,900.00 20060101 769.78
TOLEDO 54,000.00 20060101 286.88
PORTLAND 136,500.00 20060201 696.21
REPUBLIC 175,000.00 20060101 929.69
NORTH CHARLESTON 413,000.00 20060101 2,021.98
ORANGE PARK 68,950.00 20060201 458.73
MOBILE 96,950.00 20051201 515.05
CHARLOTTE 279,750.00 20060201 1,515.31
NORTH RICHLAND HILLS 117,200.00 20060101 819.48
TOPSHAM 120,400.00 20060201 821.34
KANSAS CITY 93,800.00 20060201 655.86
COTTAGE GROVE 118,500.00 20060101 641.88
Dallas 144,000.00 20060101 1,006.87
DUNEDIN 290,500.00 20051201 1,543.28
NORTH MIAMI 718,500.00 20060201 4,041.56
MONROE 96,600.00 20060201 513.19
FORT MYERS 250,000.00 20060101 1,302.08
PATERSON 307,500.00 20060201 2,020.06
SALEM 193,500.00 20060201 1,068.28
SAINT LOUIS 52,500.00 20060201 371.59
LONGVIEW 143,000.00 20060201 951.38
PORTSMOUTH 116,000.00 20060101 791.32
BALTIMORE 91,000.00 20060201 483.44
GREENWOOD 121,520.00 20060201 849.69
ELGIN 115,500.00 20060201 807.59
WARREN 116,000.00 20060201 791.32
LAUDERDALE LAKES 53,600.00 20060201 388.64
MIAMI 187,600.00 20051101 996.62
JACKSONVILLE 136,500.00 20060201 885.34
CINCINNATI 126,400.00 20060201 809.35
LOS ANGELES 780,000.00 20060201 5,124.04
HAVANA 100,500.00 20060201 685.58
LADY LAKE 93,000.00 20060201 642.33
BALTIMORE 49,550.00 20060201 354.98
LONDON 92,000.00 20060201 604.37
FORT PAYNE 128,000.00 20060101 840.87
VALRICO 108,900.00 20060101 770.79
CHICAGO 228,000.00 20060201 1,594.21
HUMBOLDT 55,300.00 20060201 363.28
ABERDEEN 110,000.00 20060201 788.05
DULUTH 109,900.00 20060201 595.29
SOUTH SAN FRANCISCO 494,000.00 20060201 2,521.46
ABERDEEN 110,000.00 20060201 788.05
CHARLOTTE 152,000.00 20060101 791.67
OLNEY 95,000.00 20060101 465.10
ABERDEEN 101,700.00 20060201 728.59
PENSACOLA 80,500.00 20060101 427.66
ABERDEEN 110,800.00 20060201 793.78
HILTON HEAD ISLAND 147,000.00 20060101 719.69
ABERDEEN 110,800.00 20060201 793.78
REX 89,193.00 20051201 436.67
MEMPHIS 54,400.00 20060201 389.73
LANGLEY 259,000.00 20060101 1,402.92
LOUISVILLE 54,400.00 20060201 385.04
MEMPHIS 51,000.00 20060101 360.97
GALVESTON 134,400.00 20060201 860.58
ODESSA 90,320.00 20060201 631.53
HATTIESBURG 87,600.00 20051201 518.19
MEMPHIS 50,150.00 20060101 354.96
TRENTON 53,200.00 20060201 349.49
HATTIESBURG 87,600.00 20060101 518.19
CENTER 129,600.00 20060201 674.48
SAINT JOSEPH 156,800.00 20060201 1,109.82
SAN MATEO 460,000.00 20060201 2,945.43
WAXHAW 236,600.00 20060201 1,256.94
ERIN 68,000.00 20060101 446.71
BERNARDSVILLE 379,000.00 20060201 2,521.50
MIAMI 164,000.00 20060101 888.33
WAYNE 85,850.00 20060101 585.64
LOS ANGELES 317,000.00 20060101 1,651.04
DARBY 947,800.00 20060201 6,226.37
PROVIDENCE 220,675.00 20060201 1,449.68
ARIZONA CITY 142,000.00 20051201 769.17
MEMPHIS 58,225.00 20060101 412.11
GREEN BAY 262,500.00 20060201 1,746.42
SILVERDALE 285,000.00 20060101 1,395.31
CLEVELAND 70,400.00 20060101 381.33
MEMPHIS 59,500.00 20060101 421.14
WALDORF 192,800.00 20060201 1,044.33
SUFFOLK 289,000.00 20060101 1,534.92
MEMPHIS 55,250.00 20060101 391.06
MEMPHIS 45,900.00 20060101 324.88
MACEDONIA 220,500.00 20060101 1,214.58
MEMPHIS 58,300.00 20060101 412.64
LONG BEACH 245,000.00 20060101 1,276.04
LITTLE FALLS 52,800.00 20060201 378.27
MEMPHIS 55,250.00 20060101 391.06
WASHINGTON 298,200.00 20060101 1,553.12
PORTLAND 162,300.00 20060101 861.98
JAMAICA BEACH 441,000.00 20051101 2,480.63
PUYALLUP 163,000.00 20060101 882.92
CHICAGO HEIGHTS 57,400.00 20060201 386.71
MANDEVILLE 172,800.00 20051201 1,149.64
AMHERST 112,000.00 20060201 792.73
NEW IBERIA 88,560.00 20051101 479.70
MIAMI 238,000.00 20060201 1,313.96
RIVIERA BEACH 138,750.00 20060201 982.06
LOUISVILLE 81,200.00 20060101 540.23
KANSAS CITY 46,900.00 20060201 315.97
LIVONIA 94,822.00 20060201 654.91
POCATELLO 156,000.00 20060201 1,024.81
PAWTUCKET 185,500.00 20060201 1,328.94
LINCOLN 462,000.00 20060201 3,073.70
WAYNE 86,700.00 20060101 591.44
WILMINGTON 101,500.00 20060201 549.79
GARDEN CITY 79,900.00 20060101 545.05
MACON 53,970.00 20060201 359.06
WAYNE 85,000.00 20060101 579.84
WESTLAND 73,100.00 20060101 498.67
NEW CARROLLTON 108,800.00 20060201 600.67
COCOA BEACH 276,000.00 20060201 1,495.00
BROWNSTOWN TOWNSHIP 101,500.00 20060201 771.47
CANTON 50,250.00 20060201 368.72
BOULDER 199,500.00 20060201 1,101.41
DAVIS 346,500.00 20060101 1,912.97
BOULDER 324,800.00 20060201 1,793.17
TOLEDO 43,890.00 20060101 292.00
RIVERVIEW 140,556.00 20060101 888.41
DRAPER 270,800.00 20060201 1,410.42
MADISON 112,035.00 20060101 726.66
CORAL GABLES 650,000.00 20051001 3,385.41
CHULA VISTA 393,000.00 20060201 2,169.69
MEMPHIS 48,000.00 20060201 343.88
PONCHATOULA 98,000.00 20051001 579.71
BATON ROUGE 82,880.00 20060201 565.39
MEMPHIS 48,000.00 20060201 343.88
TOMBALL 44,240.00 20060201 305.55
MEMPHIS 50,050.00 20060201 358.56
MEMPHIS 51,040.00 20060201 365.66
TOPPENISH 80,000.00 20060201 538.97
CHATTANOOGA 61,500.00 20060101 409.16
MEMPHIS 50,000.00 20060201 358.21
BALTIMORE 95,900.00 20060201 529.45
MIRAMAR 175,000.00 20051201 856.77
WADSWORTH 97,000.00 20060201 515.31
AIKEN 50,400.00 20051101 432.14
MILFORD 120,000.00 20060201 870.08
HIALEAH 495,200.00 20051201 3,049.03
MANTEO 750,000.00 20060201 4,864.49
BOSTON 450,000.00 20060201 2,770.73
NORMAN 78,992.00 20060201 525.54
SAN JOSE 449,000.00 20060201 2,912.21
SAINT LOUIS 63,000.00 20060201 435.13
EASTLAKE 71,000.00 20060101 490.38
SANDY 150,500.00 20060201 976.14
COOKEVILLE 91,000.00 20060101 492.92
SPOKANE 104,000.00 20060101 574.17
WINSTON SALEM 53,625.00 20060201 388.82
VANCOUVER 192,000.00 20060201 1,060.00
SHREVEPORT 112,000.00 20060101 754.56
HIGHLAND 479,500.00 20060201 2,697.19
SARATOGA SPRINGS 82,915.00 20060201 551.64
MIAMI BEACH 284,250.00 20051001 1,598.91
COLUMBUS 80,000.00 20060201 552.54
ALBUQUERQUE 149,600.00 20060201 810.33
PHILADELPHIA 40,000.00 20060201 283.12
GLENS FALLS 129,500.00 20060201 861.57
PRAIRIEVILLE 239,200.00 20060201 1,591.40
KEY LARGO 970,000.00 20051201 5,456.25
PITTSBURGH 46,900.00 20060201 308.10
NEW HYDE PARK 472,500.00 20060201 3,183.32
JACKSON 50,272.00 20060201 301.41
HATTIESBURG 67,650.00 20051201 400.18
MIAMI 332,000.00 20051201 2,378.49
LIVERMORE 675,500.00 20060201 4,897.84
NEW HAVEN 147,875.00 20060201 971.43
LOS ANGELES 305,200.00 20060101 1,653.17
LOUISVILLE 106,000.00 20060201 723.11
East Williston 735,000.00 20060201 4,465.94
DANVILLE 103,600.00 20060201 697.97
PALM COAST 192,500.00 20060101 1,062.76
FORT WORTH 110,600.00 20060101 773.33
MIAMI 150,000.00 20051201 1,048.82
METHUEN 308,000.00 20060101 2,049.13
BOGALUSA 63,000.00 20060101 419.14
HOUSTON 86,500.00 20051201 575.49
KUNA 97,900.00 20060201 676.17
LAFAYETTE 54,800.00 20051201 364.59
HIGHLAND PARK 889,000.00 20051201 5,914.54
Houston 98,085.00 20060101 669.11
NORFOLK 202,500.00 20060101 1,265.63
SARATOGA SPRINGS 129,500.00 20060201 634.01
WAXAHACHIE 336,000.00 20060201 1,820.00
RUSHVILLE 190,500.00 20060101 992.15
MEMPHIS 48,000.00 20060201 343.88
GENEVA 139,300.00 20060201 740.03
NETCONG 297,500.00 20060201 1,735.42
DOTHAN 136,000.00 20060201 807.50
LIVERMORE 997,500.00 20060201 5,714.84
CLEARWATER 128,520.00 20060201 722.93
CONCORD 548,000.00 20060201 3,596.25
UNIONDALE 324,450.00 20060201 2,061.61
DES PLAINES 251,200.00 20060201 1,570.00
LOMA LINDA 119,200.00 20060101 769.83
MIAMI LAKES 647,500.00 20060201 3,844.53
CHICAGO 115,500.00 20060201 733.91
YORK 1,387,500.00 20060201 9,250.00
MESA 135,000.00 20060201 773.44
SOMERVILLE 369,600.00 20060201 2,117.50
NEWPORT 64,500.00 20060101 362.81
EUFUALA 46,000.00 20060101 301.87
SOMERVILLE 375,900.00 20060201 2,153.59
BELGRADE 416,000.00 20060201 2,470.00
CUMBERLAND 61,500.00 20060201 358.75
NEW IBERIA 76,000.00 20060101 443.33
EUFUALA 45,493.00 20060101 298.55
SPRINGFIELD 137,900.00 20060201 876.24
COLUMBIA 85,750.00 20060201 544.87
WOODHAVEN 120,400.00 20060201 689.79
PORTSMOUTH 124,000.00 20060201 762.08
NEWBERRY 123,655.00 20060101 734.20
ROGERS 122,364.00 20060101 739.28
MOUNTAIN VIEW 841,500.00 20060201 5,522.34
TALLAHASSEE 120,750.00 20060101 716.95
RIVERSIDE 650,000.00 20060201 3,927.08
BAKER 61,520.00 20060101 352.46
NEW ORLEANS 129,500.00 20060101 741.93
PHILADELPHIA 39,525.00 20060201 275.85
ST. LOUIS 64,400.00 20060201 382.38
PHILADELPHIA 39,525.00 20060201 275.85
BALTIMORE 80,500.00 20060201 494.74
JACKSON 177,600.00 20060101 1,073.00
PHILADELPHIA 39,525.00 20060201 275.85
COVINGTON 64,500.00 20060101 362.81
COATESVILLE 66,400.00 20060101 421.92
ORLANDO 124,950.00 20060201 702.84
LAS VEGAS 596,250.00 20060201 3,912.89
PAWTUCKET 217,000.00 20060201 1,243.23
KLAMATH FALLS 500,000.00 20060201 2,864.58
LOVELAND 152,000.00 20060101 886.67
LAS VEGAS 166,600.00 20060101 937.12
BAKER 61,520.00 20060101 352.46
BAKER 56,000.00 20060101 320.83
BAKER 56,000.00 20060101 320.83
SPRING 87,500.00 20060201 528.65
DETROIT 52,500.00 20060201 328.13
MOUNT PLEASANT 588,000.00 20060201 3,430.00
PHILADELPHIA 59,200.00 20060201 413.17
MIAMI 160,792.00 20051001 904.45
WEST PALM BEACH 241,500.00 20060201 1,433.91
RIDGEWOOD 497,140.00 20060201 2,848.20
SAN DIEGO 602,000.00 20060201 3,448.96
ROWLAND HEIGHTS 351,200.00 20060101 2,012.08
VIRGINIA BEACH 980,000.00 20060201 5,614.57
NEW ORLEANS 101,388.00 20060201 591.43
PALOS HILLS 128,100.00 20060101 773.94
NEW ORLEANS 120,050.00 20060201 750.31
MIAMI 84,630.00 20060201 502.49
CHICAGO 145,000.00 20060201 891.15
OLYMPIA FIELDS 206,400.00 20060201 1,182.50
JACKSONVILLE 75,225.00 20060201 470.16
RALEIGH 86,400.00 20060101 531.00
CHICAGO 102,900.00 20060201 675.28
ROUND LAKE 280,000.00 20060201 1,837.50
BRENTWOOD 455,000.00 20060201 2,606.77
WILMINGTON 69,750.00 20060101 399.61
PERRIS 604,000.00 20060201 3,775.00
COLUMBIA 281,600.00 20060201 1,613.33
LAS VEGAS 1,000,000.00 20060201 6,041.67
BALTIMORE 34,500.00 20060201 230.00
COVINGTON 63,750.00 20060201 365.23
CHICAGO 878,472.00 20060201 5,124.42
GALESVILLE 750,000.00 20060201 4,453.13
MIAMI 218,400.00 20051001 1,251.25
LAFAYETTE 89,600.00 20060201 532.00
SPANISH FORK 113,300.00 20060201 649.11
PAINESVILLE 134,400.00 20060101 756.00
NORTH WILDWOOD 230,250.00 20060201 1,367.02
BLAUVELT 359,650.00 20060201 2,060.49
RESTON 203,000.00 20060201 1,184.17
CHATTANOOGA 126,000.00 20060201 787.50
RANCHO PALOS VERDES 843,750.00 20060201 5,009.77
EUGENE 618,000.00 20060201 3,605.00
HARTFORD 165,900.00 20060201 1,002.31
JOLIET 203,000.00 20060201 1,247.60
COCONUT GROVE 770,000.00 20060201 4,892.71
BERKELEY 637,500.00 20060101 3,984.37
SEDRO WOOLLEY 258,000.00 20060201 1,478.13
MANSFIELD 71,400.00 20060201 409.06
CHICAGO 124,000.00 20060201 775.00
WHITMAN 224,700.00 20060201 1,357.56
BOZEMAN 630,000.00 20060201 4,003.12
SAINT LOUIS 47,950.00 20060201 299.69
HOUSTON 59,500.00 20060201 359.48
URBANA 60,900.00 20060101 348.91
SEATTLE 112,350.00 20060101 631.97
WILDOMAR 297,800.00 20060101 1,675.12
OAKLAND 312,000.00 20060201 1,787.50
ORLANDO 207,920.00 20060101 1,191.21
MARATHON 276,500.00 20060201 1,584.11
FAR ROCKAWAY 455,000.00 20060201 2,606.77
IRVINGTON 185,500.00 20060201 1,043.44
SAN DIEGO 840,000.00 20060201 4,812.50
FORT LAUDERDALE 1,690,000.00 20060201 10,738.54
FORT LAUDERDALE 144,800.00 20051201 829.58
BROOKLYN 647,500.00 20060201 4,249.22
LOMBARD 184,800.00 20060201 1,193.50
BUFFALO GROVE 89,600.00 20060201 532.00
AURORA 128,000.00 20060201 786.67
NORTHLAKE 175,000.00 20060201 1,075.37
ELGIN 137,200.00 20060201 786.04
MERRIMACK 149,800.00 20060201 858.23
ORANGE PARK 180,000.00 20060201 1,087.50
ISLE OF PALMS 2,000,000.00 20060201 11,458.33
PRINCETON 399,000.00 20060201 2,369.06
WALESKA 188,000.00 20060201 1,253.33
ACWORTH 120,000.00 20060201 737.50
CHARLOTTE 85,050.00 20060201 504.98
STONE MOUNTAIN 92,250.00 20060201 566.95
ROUND LAKE BEACH 128,800.00 20060201 737.92
CHARLOTTE 50,400.00 20060201 320.25
VENICE 716,250.00 20060201 4,551.17
SHASTA LAKE 209,925.00 20060201 1,312.03
CHICAGO 128,000.00 20060201 800.00
WINSTON SALEM 76,300.00 20060201 484.82
LITHONIA 71,250.00 20060201 437.89
CARROLLTON 98,000.00 20060201 581.88
WILMINGTON 67,200.00 20060201 385.00
CAPE CORAL 458,500.00 20060201 2,865.63
SPARTANBURG 71,400.00 20060201 476.00
PAWTUCKET 204,400.00 20060201 1,213.63
LORAIN 34,300.00 20060101 228.67
TAMARAC 130,193.00 20060201 745.90
CHICAGO 363,930.00 20060201 2,160.83
LEESBURG 763,390.00 20060201 5,327.83
NEWTOWN 805,000.00 20060201 4,611.98
STONE MOUNTAIN 105,000.00 20060201 645.31
CARLSBAD 529,375.00 20060201 3,143.16
PROVIDENCE 122,500.00 20060201 701.82
ROHNERT PARK 214,500.00 20060201 1,206.56
DEDHAM 2,324,400.00 20060201 14,769.62
TACOMA 136,000.00 20060201 765.00
LOS ANGELES 550,000.00 20060201 3,208.33
SOUTH PORTLAND 144,000.00 20060201 900.00
TOBACCOVILLE 105,600.00 20060201 627.00
ENTERPRISE 81,130.00 20060201 456.36
CHESTERLAND 220,800.00 20060201 1,242.00
CINCINNATI 73,600.00 20060101 452.33
COLUMBUS 207,000.00 20060201 1,315.31
BROOKLYN 650,000.00 20060201 3,791.67
BROOKLYN 399,000.00 20060201 2,285.94
LEXINGTON 92,400.00 20060101 529.37
PURDYS 321,600.00 20060201 1,842.50
BROOMFIELD 275,000.00 20060101 1,575.52
GREER 52,430.00 20060101 300.38
GREER 52,430.00 20060101 300.38
BOCA GRANDE 385,000.00 20060201 2,205.73
SUN VALLEY 216,000.00 20060201 1,395.00
DENVER 131,600.00 20060201 753.96
MOBILE 115,430.00 20060201 661.32
COLUMBUS 175,500.00 20060201 1,115.16
VAIL 511,000.00 20060201 3,034.06
HIALEAH 117,600.00 20060201 722.75
TAMPA 105,000.00 20060101 590.62
COLUMBUS 166,500.00 20060201 1,057.97
PEORIA 423,500.00 20060201 2,470.42
GAINESVILLE 492,030.00 20060201 3,075.19
PHILADELPHIA 35,275.00 20060201 246.19
ATTLEBORO 166,950.00 20060201 939.09
PHILADELPHIA 35,275.00 20060201 246.19
COLD SPRING 108,640.00 20060201 633.73
WESLEY CHAPEL 238,000.00 20060101 1,388.33
CHARLOTTE 750,000.00 20060201 5,156.25
PHILADELPHIA 39,525.00 20060201 275.85
OOLTEWAH 92,000.00 20060101 527.08
NEW BEDFORD 118,930.00 20060201 681.37
SHIRLEY 259,000.00 20060201 1,510.83
PORT ROYAL 83,300.00 20060201 468.56
GARNERVILLE 196,000.00 20060201 1,245.42
STONE MOUNTAIN 164,500.00 20060201 925.31
BERKLEY 164,500.00 20060201 1,028.13
WESTLAND 115,500.00 20060101 673.75
EVANSTON 268,000.00 20060201 1,535.42
MIAMI BEACH 1,500,000.00 20060201 9,687.50
CINCINNATI 63,000.00 20060201 367.50
PALM BAY 81,900.00 20060201 503.34
QUEEN CREEK 192,500.00 20060201 1,142.97
BREAUX BRIDGE 123,600.00 20060101 708.12
PALM BAY 256,000.00 20060201 1,653.33
MARRERO 117,600.00 20060201 673.75
DECATUR 156,000.00 20060201 975.00
COLLEGE PARK 208,000.00 20060201 1,365.00
PANACEA 875,000.00 20060201 5,013.02
WEST PALM BEACH 105,000.00 20060101 601.56
MAGNOLIA SPRINGS 455,000.00 20060201 2,606.77
BALTIMORE 30,850.00 20060201 215.31
PENSACOLA 44,800.00 20060201 284.67
SPRING VALLEY 413,000.00 20060201 2,323.13
LADSON 63,000.00 20060201 374.06
NASHVILLE 52,000.00 20060201 362.92
KANNAPOLIS 75,250.00 20060201 438.96
COVENTRY 210,000.00 20060201 1,356.25
COMMERCE CITY 141,528.00 20060201 810.84
PENSACOLA 101,500.00 20060201 581.51
PENSACOLA 101,500.00 20060201 581.51
WAYNE 102,000.00 20060101 595.00
COLLEGE PARK 74,900.00 20060201 421.31
HICKSVILLE 448,500.00 20060201 2,616.25
DACONO 179,755.00 20060201 1,011.12
SOUTHAMPTON 567,000.00 20060201 3,248.44
WAYNE 84,000.00 20060101 490.00
COVINGTON 64,800.00 20060101 364.50
VERO BEACH 231,750.00 20060201 1,520.86
GASTONIA 64,800.00 20060101 371.25
BOILING SPRINGS 128,350.00 20060101 895.78
CHICAGO 474,000.00 20060201 3,011.88
ST PETERSBURG 176,680.00 20060201 1,030.63
WATERBURY 185,500.00 20060201 1,198.02
AURORA 118,300.00 20060201 677.76
SAN LEANDRO 446,250.00 20060201 2,789.06
PALOS PARK 696,500.00 20060201 4,498.23
CORNELIUS 283,500.00 20060201 1,624.22
NAPERVILLE 143,500.00 20060201 896.88
TAYLORSVILLE 200,000.00 20060101 1,145.83
WINSTON SALEM 83,250.00 20060201 546.33
LOS LUNAS 92,000.00 20060201 546.25
GARDEN CITY 81,000.00 20060101 472.50
BALTIMORE 70,000.00 20060201 393.75
LINCOLN 900,000.00 20060201 6,281.25
POWDER SPRINGS 141,050.00 20060201 793.41
BLACKLICK 87,850.00 20060201 549.06
BALTIMORE 101,250.00 20060101 576.27
WINSTON SALEM 45,800.00 20060201 300.56
MEMPHIS 66,375.00 20060101 387.19
SUMMERVILLE 131,310.00 20060201 793.33
WINSTON SALEM 66,000.00 20060201 433.13
HAMPTON 228,900.00 20060101 1,335.25
CLEARWATER 117,600.00 20060201 686.00
GLOCESTER 618,000.00 20060201 4,313.13
PHILADELPHIA 43,500.00 20060201 303.59
SALISBURY 204,000.00 20060201 1,147.50
SACRAMENTO 533,000.00 20060201 3,220.21
PHILADELPHIA 46,400.00 20051201 314.17
STATEN ISLAND 469,000.00 20060201 2,784.69
ALAMO 1,000,000.00 20060201 5,250.00
BATON ROUGE 55,920.00 20051201 326.20
TALLAHASSEE 114,800.00 20060201 657.71
ANDERSON 103,600.00 20051201 679.87
BIRMINGHAM 47,150.00 20060201 284.86
PORT JEFFERSON STATION 255,000.00 20060201 1,514.06
HOFFMAN ESTATES 70,400.00 20060201 418.00
FALLS CHURCH 435,000.00 20060201 2,537.50
NORTHBROOK 333,600.00 20060201 1,911.25
CHICAGO 126,000.00 20060201 708.75
ROANOKE 117,200.00 20060201 671.46
PARKLAND 1,000,000.00 20060201 6,562.50
HARVEY 87,500.00 20051201 501.30
LA QUINTA 350,000.00 20060101 2,005.15
BATON ROUGE 55,920.00 20051201 326.20
ATLANTA 450,000.00 20060201 2,812.50
BOYNTON BEACH 141,400.00 20060201 810.10
CHICAGO 81,900.00 20060101 511.87
MIAMI 265,000.00 20060201 1,490.63
CHICAGO 81,900.00 20060101 511.87
MARGATE 240,000.00 20060201 1,375.00
SANDY 201,177.00 20060101 1,173.53
WASHINGTON 304,000.00 20060201 1,868.33
GALLATIN 65,625.00 20060201 382.77
CHESAPEAKE BEACH 372,000.00 20060201 2,131.25
KISSIMMEE 379,350.00 20060201 2,449.97
WINSTON SALEM 53,500.00 20060201 334.38
MONTGOMERY 226,000.00 20060201 1,341.88
DALLAS 66,400.00 20060101 373.50
DES PLAINES 116,900.00 20060201 730.63
OYSTER BAY 409,500.00 20060201 2,346.09
ATLANTA 175,000.00 20060201 1,057.29
CHICAGO 197,750.00 20060201 1,132.93
EAST HAMPTON 552,790.00 20060201 3,167.03
MANCHESTER 133,000.00 20060201 775.83
CARMEL 409,500.00 20060201 2,474.06
PALM BEACH 1,190,000.00 20060201 7,065.63
SPRINGFIELD 150,500.00 20060201 924.95
MESA 94,500.00 20060201 580.78
Fort Lauderdale 461,000.00 20060101 2,449.06
KISSIMMEE 96,000.00 20060201 520.00
WILLOUGHBY 90,930.00 20060201 492.54
Lafayette Hill 640,000.00 20051201 3,992.77
East Hampton 600,000.00 20060101 3,125.00
Alexandria 501,000.00 20060101 3,003.75
Los Angeles 266,500.00 20060201 1,706.43
Montgomery 83,200.00 20060201 502.67
TUPELO 90,000.00 20060101 571.88
MOUNT VERNON 1,000,000.00 20051101 5,729.17
Charlotte 189,000.00 20050801 1,289.31
TUCSON 113,012.00 20060201 751.88
Auburn Hills 144,000.00 20060301 910.18
SILVER SPRING 212,000.00 20051001 1,192.50
LOUISVILLE 68,950.00 20060201 387.84
SAINT LOUIS 93,750.00 20060101 615.23
NASHVILLE 118,982.00 20060201 706.43
SAINT LOUIS 93,750.00 20060101 615.23
SAINT LOUIS 93,750.00 20060101 605.47
SHERWOOD 350,647.00 20060201 2,008.92
SAINT LOUIS 93,750.00 20060101 615.23
WAXHAW 975,000.00 20060201 5,890.63
MORENO VALLEY 257,500.00 20060201 1,475.26
ANDERSON 103,600.00 20051201 679.87
TOPEKA 147,000.00 20060201 872.81
ANDERSON 112,800.00 20051201 740.25
HATTIESBURG 51,800.00 20060201 334.54
MOUNT AIRY 507,500.00 20060201 3,330.47
LEXINGTON 94,500.00 20051201 541.41
LEXINGTON 84,000.00 20051201 481.25
RALEIGH 85,600.00 20060101 517.17
RALEIGH 82,400.00 20060101 497.83
CROWN POINT 98,000.00 20060201 551.25
RALEIGH 86,400.00 20060101 513.00
DENVER 862,500.00 20060201 5,390.63
CHICAGO 780,000.00 20060201 4,793.75
WOODBRIDGE 410,200.00 20060201 2,392.83
FORT COLLINS 155,400.00 20060201 938.88
SAN RAFAEL 165,000.00 20060101 962.50
HIGH POINT 35,700.00 20060201 223.13
HUNTINGTON BEACH 332,000.00 20060201 1,867.50
CHICAGO 264,800.00 20060201 1,655.00
DENVER 115,500.00 20060201 649.69
ELMHURST 650,000.00 20060201 3,723.96
KISSIMMEE 158,900.00 20060101 909.19
OAKLAND 388,000.00 20060201 2,222.92
RALEIGH 89,600.00 20060201 532.00
HIGH POINT 36,050.00 20060201 225.31
TOPEKA 147,000.00 20060201 872.81
NAGS HEAD 503,750.00 20060201 2,886.07
LYNN 228,000.00 20060201 1,377.50
SACRAMENTO 258,400.00 20060101 1,507.33
NEW ORLEANS 308,000.00 20060101 1,828.75
FALLON 147,000.00 20060101 842.19
GAITHERSBURG 296,000.00 20060101 1,665.00
SALT LAKE CITY 115,150.00 20060201 659.71
CHARLOTTESVILLE 497,250.00 20060201 3,107.81
EAST FALMOUTH 201,600.00 20060201 1,134.00
MINNEAPOLIS 174,919.00 20060201 1,075.02
DETROIT 75,600.00 20060201 504.00
CHESAPEAKE 168,000.00 20060201 997.50
RIDGEWOOD 490,000.00 20060201 2,807.29
BROOKLYN 396,900.00 20060201 2,439.28
SARASOTA 660,000.00 20060201 3,918.75
Terrell 93,280.00 20060101 652.23
Terrell 87,592.00 20060201 811.99
Fort Worth 136,280.00 20060101 941.25
Fresno 122,900.00 20060101 869.88
Spring 128,114.00 20060101 940.06
Memphis 108,000.00 20060101 727.62
Terrell 77,600.00 20060201 549.25
Terrell 85,212.00 20060201 603.13
Plano 136,000.00 20060201 1,069.91
Athens 53,600.00 20060101 374.78
Washington 63,920.00 20051201 514.94
Crowley 108,000.00 20051201 663.75
Missouri City 119,176.00 20060201 753.27
Island Park 948,452.00 20060101 6,959.40
Broken Arrow 66,000.00 20060101 478.55
Aylett 120,000.00 20060201 798.36
WALPOLE 520,000.00 20050901 3,286.75
AGOURA HILLS 455,000.00 20050901 2,727.95
LAWRENCEVILLE 115,920.00 20050901 723.19
TUCSON 1,000,000.00 20050801 8,170.83
NEWPORT 645,000.00 20051001 4,076.84
CANTON 420,000.00 20050901 2,518.11
FORT MYERS 165,600.00 20050801 992.86
Worcester 280,000.00 20051101 2,078.99
MINNEAPOLIS 140,800.00 20050901 630.67
GILBERTSVILLE 320,000.00 20060201 2,264.94
REDONDO BEACH 650,000.00 20050901 3,690.63
Fort Myers 117,520.00 20051001 801.69
HILLSIDE 200,000.00 20051101 1,280.63
Norwich 223,900.00 20051101 1,903.13
HARRISBURG 117,250.00 20060101 696.17
GAINESVILLE 455,000.00 20050901 2,727.95
PORT RICHEY 158,650.00 20050901 842.83
LLANO AREA 408,000.00 20051201 2,446.17
COLORADO CITY 65,662.00 20060201 453.52
YUMA 192,800.00 20060201 1,364.63
SAN ANTONIO 120,000.00 20060201 870.09
SAN DIEGO 309,250.00 20051201 1,755.89
MISSION 103,000.00 20060201 810.31
BRUNSWICK HILLS 167,280.00 20060201 1,057.33
YPSILANTI 170,712.00 20060201 1,079.02
OAK GROVE 71,200.00 20060201 430.17
NASHVILLE 129,100.00 20050801 672.40
CAPE CORAL 480,000.00 20050901 2,950.00
CONCORD 430,000.00 20050901 2,150.00
JACKSONVILLE 476,000.00 20050901 2,280.83
HENDERSON 629,600.00 20060101 4,083.58
BRUNSWICK 202,448.00 20060201 1,279.61
DALLAS 74,750.00 20050901 640.92
DALLAS 65,000.00 20050901 557.32
EAST MORICHES 1,330,000.00 20051201 7,761.52
Cedar Hill 80,000.00 20051101 538.97
Dothan 195,000.00 20051201 1,200.65
Valley Village 347,700.00 20060201 1,847.16
Albany 57,400.00 20060101 406.27
Albany 67,050.00 20060101 474.58
Baltimore 59,250.00 20060101 549.25
Hitchcock 54,400.00 20060201 399.17
Oak Leaf 154,400.00 20060201 1,119.51
Calexico 230,617.00 20060101 1,612.51
HOUSTON 100,272.00 20060101 675.55
HUMBLE 106,124.00 20060101 714.98
Circle Pines 130,050.00 20051201 887.17
KATY 101,312.00 20060101 691.13
Sunrise 308,000.00 20060201 2,233.21
CHARLOTTE 365,749.00 20060201 2,588.75
Dallas 51,000.00 20051201 360.97
El Monte 372,000.00 20051001 2,092.50
Charlotte 92,800.00 20060101 578.95
WINDSOR 516,000.00 20051001 3,261.47
Stafford 224,000.00 20051201 1,330.00
Waterville Valley 500,000.00 20060101 2,957.69
Granada Hills 555,000.00 20060101 3,880.64
Maumelle 179,600.00 20060201 1,150.00
Highland 215,000.00 20050901 1,799.80
BALTIMORE 87,000.00 20060101 623.28
Falls Church 95,000.00 20060101 616.17
Canton 112,000.00 20060101 707.92
Plano 163,000.00 20051201 1,003.62
Spring 96,000.00 20051201 654.89
Minneapolis 269,750.00 20060101 1,794.65
Minneapolis 170,000.00 20060101 1,188.66
Saint Paul 265,600.00 20060201 1,767.04
Miami 1,452,500.00 20060101 8,943.29
DENTON 94,760.00 20060101 662.58
GAINESVILLE 60,960.00 20060201 442.00
HUNTSVILLE 194,850.00 20060301 1,379.14
DENTON 90,320.00 20060201 600.90
DALLAS 50,400.00 20060201 348.10
Maywood 63,050.00 20060201 462.64
Tyler 43,645.00 20060101 301.45
Jefferson 241,200.00 20060201 1,769.84
JACKSONVILLE 63,750.00 20060101 478.93
Phoenixville 44,640.00 20060101 315.96
TYLER 27,650.00 20060201 202.89
HOUSTON 118,400.00 20060101 848.23
Royal Oak 114,000.00 20060201 836.49
Hightstown 280,000.00 20060101 1,769.80
Belton 102,320.00 20060101 777.71
Ellicott City 446,550.00 20060101 2,713.29
Paterson 336,000.00 20060101 2,292.12
MANASSAS 282,750.00 20060201 1,764.00
Springfield 182,500.00 20060201 1,138.57
INDIANAPOLIS 52,000.00 20060101 399.84
INDIANAPOLIS 52,000.00 20060101 399.84
LOUISVILLE 68,310.00 20060101 483.49
CONVERSE 68,000.00 20060201 446.71
Austin 89,450.00 20060101 617.81
CHARLOTTE 44,000.00 20060101 322.86
CHANNELVIEW 74,250.00 20060101 525.54
HOUSTON 75,200.00 20060101 525.81
AUSTIN 63,350.00 20060101 432.16
Aurora 121,200.00 20051201 847.45
Saint Louis 97,500.00 20051001 558.59
KATY 98,400.00 20060101 688.03
MOUNT CARMEL 92,160.00 20060201 660.25
LAKE JACKSON 249,672.00 20060201 1,964.17
Cambridge 550,000.00 20060101 3,567.29
FORTH WORTH 89,112.00 20051001 510.54
Houston 69,800.00 20060101 524.38
AUSTIN 101,520.00 20060101 780.60
Lubbock 54,000.00 20060101 415.21
DALLAS 70,680.00 20060101 435.19
LOS ANGELES 399,750.00 20060201 2,123.67
HOUSTON 67,600.00 20060101 472.67
FORT WORTH 50,001.00 20060201 428.72
Longport 730,000.00 20051101 4,614.10
Providence 276,000.00 20051101 2,195.98
Edgewater 420,000.00 20060201 2,625.00
DELMAR 164,000.00 20060101 1,118.77
Memphis 46,400.00 20060101 356.78
ELIZABETHTON 59,200.00 20060101 465.73
PITTSBURGH 68,800.00 20060201 481.06
Carlisle 64,000.00 20060201 475.20
LANSING 54,320.00 20060101 393.86
LANSING 53,520.00 20060101 388.06
MCKNIGHTSTOWN 260,000.00 20060101 1,817.96
ABBOTTSTOWN 151,920.00 20060101 1,049.27
LOCKPORT 126,000.00 20060201 968.83
New Hope 350,000.00 20060101 2,477.28
GETTYSBURG 207,920.00 20060101 1,436.05
SALISBURY 143,900.00 20060101 969.48
KNOXVILLE 77,628.00 20060101 603.78
KISSIMMEE 159,200.00 20060101 1,086.02
Lothian 481,000.00 20060101 2,455.10
Philadelphia 46,400.00 20051201 320.47
Philadelphia 44,800.00 20051201 309.42
Temple Hills 148,000.00 20051201 911.26
Sevierville 206,000.00 20051201 1,387.86
Curtis Bay 220,800.00 20050901 1,219.00
Nashua 125,900.00 20060201 837.62
Brookline 312,000.00 20060201 2,235.21
Bronx 424,000.00 20060201 2,856.57
Naples 296,000.00 20060101 2,069.67
Saint Francis 142,400.00 20060101 995.69
Coon Rapids 172,720.00 20051201 1,192.94
Columbia Heights 259,880.00 20060101 1,624.25
Louisville 112,800.00 20060101 817.88
Katy 104,800.00 20060101 796.56
Oneonta 135,120.00 20060101 1,027.01
PEARLAND 106,935.00 20060101 756.88
De Soto 180,800.00 20051001 1,187.73
Houston 113,396.00 20051001 773.56
Cleveland 124,000.00 20051201 888.35
SAN BERNARDINO 195,000.00 20051101 1,034.38
SAN BERNARDINO 213,000.00 20051101 1,129.18
Dallas 48,750.00 20060101 379.17
San Antonio 74,400.00 20060201 585.31
Laguna Vista 260,000.00 20060101 1,708.01
Mansfield 46,150.00 20060101 338.63
Mesquite 65,600.00 20060101 453.08
Lake Jackson 78,000.00 20060101 558.80
Houston 168,000.00 20060101 1,103.64
Corpus Christi 51,675.00 20060101 383.69
FENWICK ISLAND 948,000.00 20051201 8,063.92
LAFAYETTE 51,000.00 20060101 401.22
MALIBU 741,750.00 20050901 3,631.48
IRVINE 590,677.00 20060201 3,929.79
TYLER 120,000.00 20060101 922.70
MONTGOMERY 473,500.00 20060201 3,392.21
GARLAND 65,920.00 20060101 444.12
Garland 144,000.00 20060101 945.98
FARMERSVILLE 86,250.00 20051101 545.16
GILBERT 486,000.00 20050901 2,874.87
San Francisco 551,500.00 20060201 3,531.31
FORT MEYERS 504,000.00 20051001 2,520.00
Lorton 134,700.00 20051201 807.60
UNIONVILLE 280,000.00 20060101 1,816.07
Dover 213,675.00 20060201 1,421.59
Aldan 188,000.00 20060201 1,219.36
Newtown 207,200.00 20060101 1,378.51
Pennsauken 146,400.00 20060201 1,011.15
YUCCA VALLEY 125,000.00 20060101 625.00
TAVARES 136,493.00 20060201 977.85
ABERDEEN 105,000.00 20060201 752.23
WALDEN 234,500.00 20060201 1,294.64
FALL RIVER 206,000.00 20060201 1,336.11
BONITA SPRINGS 136,500.00 20051201 908.14
ISSAQUAH 354,800.00 20060101 1,884.87
MISSOURI CITY 84,400.00 20060201 526.55
IDAHO FALLS 101,500.00 20060201 692.41
MEDINA 144,800.00 20060201 1,024.89
SNOHOMISH 297,951.00 20060101 1,582.86
SEATTLE 359,200.00 20060101 1,870.83
THOMASTON 31,000.00 20060101 232.89
MOORESVILLE 150,500.00 20060101 814.12
THOMASTON 31,000.00 20060101 232.89
SAN ANTONIO 94,150.00 20060101 460.94
RENO 256,000.00 20060201 1,440.00
NORTH AURORA 127,400.00 20060201 836.93
SPOKANE 106,500.00 20060101 699.63
DICKINSON 72,000.00 20050101 602.73
SYRACUSE 70,000.00 20060201 436.71
MOUNT SINAI 445,840.00 20060201 3,349.45
SPRINGFIELD 137,250.00 20060201 757.73
SPRINGFIELD 137,250.00 20060201 757.73
SYRACUSE 37,450.00 20060201 252.31
CATHEDRAL CITY 203,000.00 20060101 1,099.58
RIVERDALE 130,400.00 20060201 856.64
PHILADELPHIA 63,000.00 20060201 408.62
ATLANTA 105,000.00 20060201 681.03
MIAMI 129,500.00 20050801 674.48
HIDDEN VALLEY 149,600.00 20060201 1,058.86
BALTIMORE 91,000.00 20060201 483.44
BRONX 360,000.00 20060201 2,641.55
BROOKLYN 367,500.00 20060201 2,475.92
WOOD DALE 197,400.00 20060201 1,069.25
CORAL SPRINGS 151,200.00 20051001 771.75
COVINGTON 141,340.00 20060101 916.73
JAMAICA 409,500.00 20060201 2,828.31
DALLAS 138,400.00 20060201 920.78
GERMANTOWN 225,000.00 20060101 1,218.37
HALETHORPE 91,000.00 20060201 597.81
OSPREY 497,000.00 20060201 2,795.63
LAS VEGAS 182,000.00 20050901 872.08
PACOLET 113,900.00 20060201 806.18
FRANKLINTON 85,400.00 20060201 589.84
FOUNTAIN HILLS 307,220.00 20060101 1,568.10
PIKESVILLE 191,999.00 20060101 1,039.78
NORTHAMPTON 279,000.00 20060201 1,903.27
MENIFEE 350,000.00 20060101 1,895.83
SPOKANE VALLEY 95,000.00 20060201 514.58
YOUNGSTOWN 187,200.00 20060101 936.00
NORTHBROOK 294,000.00 20060101 1,561.87
WALDORF 179,120.00 20060201 970.23
SEFFNER 73,500.00 20060101 489.00
MANDEVILLE 177,000.00 20050901 1,032.92
CARLSBAD 652,762.00 20060201 3,671.79
LAUDERDALE LAKES 46,900.00 20051201 308.10
GULFPORT 62,650.00 20060201 432.71
MIAMI 425,000.00 20051001 2,302.08
LAUDERDALE LAKES 46,900.00 20051201 308.10
TAMPA 99,400.00 20060201 669.68
COLUMBIA FALLS 40,000.00 20060201 276.27
FULTON 574,875.00 20060201 3,173.79
LAUDERDALE LAKES 46,900.00 20051201 308.10
MENTOR 153,300.00 20060101 830.37
BRANDON 76,969.00 20060201 461.47
ALVA 493,000.00 20051201 2,413.65
WILTON 672,000.00 20060201 4,470.83
GRANTS PASS 514,500.00 20060201 3,379.90
LOUISVILLE 66,000.00 20060201 478.55
CHELSEA 107,100.00 20060101 580.12
MCHENRY 108,500.00 20060201 712.77
CALIMESA 250,000.00 20060201 1,276.04
HAMMOND 70,000.00 20060101 459.85
CHOCTAW 84,700.00 20060201 563.51
LODI 289,000.00 20060101 1,505.21
LAS VEGAS 141,000.00 20060101 748.96
MIAMI 97,930.00 20051101 448.85
UNIVERSITY PLACE 204,000.00 20060201 1,126.25
BEAVERCREEK 700,000.00 20060201 4,598.50
KINGSTON 153,000.00 20060101 828.71
SAN JUAN CAPISTRANO 595,000.00 20060201 3,958.55
CHICAGO 231,000.00 20060201 1,595.46
BOYNE CITY 87,500.00 20060201 589.50
PAWLEYS ISLAND 500,000.00 20060201 2,760.42
GRETNA 156,800.00 20051001 1,017.00
GRETNA 156,800.00 20051001 1,017.00
HIALEAH 126,000.00 20051201 643.12
RIVERDALE 93,750.00 20060201 608.06
CAPTIVA 987,000.00 20051201 6,319.87
TOLEDO 52,000.00 20060201 363.59
TAMPA 131,750.00 20060101 727.37
MARKHAM 82,400.00 20060201 534.44
MAGNOLIA 464,000.00 20060201 2,932.80
WASHINGTON 343,625.00 20060201 2,286.15
BREMERTON 158,550.00 20060101 858.81
MONTGOMERY 46,400.00 20060201 344.52
MIAMI 312,900.00 20051101 1,901.21
HEMET 296,175.00 20060101 1,604.28
CHARDON 57,000.00 20060101 279.06
THOMASTON 33,800.00 20060101 253.92
LOUISVILLE 101,500.00 20060201 666.78
NORTH LAS VEGAS 332,500.00 20060101 1,627.86
BOSTON 476,000.00 20060101 2,479.17
FRIENDSWOOD 100,000.00 20060101 648.60
LAKE WALES 272,300.00 20060201 1,418.23
HUTTO 102,522.00 20060101 566.01
CHICAGO 77,000.00 20060201 480.38
MANDEVILLE 158,760.00 20060101 990.46
FLORENCE 106,800.00 20060201 701.60
SAN BERNARDINO 188,300.00 20060201 980.73
ASHEVILLE 78,750.00 20060201 550.63
COACHELLA 292,750.00 20060201 1,555.23
FLORENCE 82,000.00 20060101 538.68
FLATWOODS 38,250.00 20060201 280.66
SEATTLE 266,000.00 20060101 1,385.42
SAN RAMON 690,000.00 20060201 3,809.38
BOSTON 490,000.00 20060101 2,552.08
PITTSBURG 115,500.00 20060201 837.46
COLUMBUS 135,750.00 20060101 707.03
HATTIESBURG 59,500.00 20060101 380.99
PHOENIX 112,000.00 20060101 698.73
GREER 51,030.00 20060101 281.73
SPRINGFIELD 97,600.00 20060201 641.16
PITTSBURG 385,000.00 20060201 2,085.42
RANDALLSTOWN 231,200.00 20060201 1,204.17
MISSION 56,000.00 20060201 367.88
POLLOCK PINES 479,500.00 20060201 2,597.29
FORT MOHAVE 215,600.00 20060101 1,167.83
WELCH 330,050.00 20060101 1,753.39
CARBONDALE 61,600.00 20060101 320.83
FORT MOHAVE 226,100.00 20060101 1,224.71
GREER 50,330.00 20060101 277.86
SAN BERNARDINO 271,544.00 20060201 1,460.15
SARASOTA 119,000.00 20060201 842.27
HOPEWELL JUNCTION 492,000.00 20060201 3,232.09
CHARLOTTE 58,100.00 20060101 320.76
SARASOTA 203,000.00 20060201 1,436.82
KENSINGTON 577,500.00 20060201 3,128.13
BEAVERTON 352,300.00 20060201 1,908.29
PUTNAM 112,000.00 20060101 745.14
ORLANDO 119,000.00 20060201 801.73
SARASOTA 297,500.00 20060201 2,105.69
EVERETT 168,000.00 20060101 840.00
DECATUR 148,000.00 20051201 740.00
GREENSBORO 43,400.00 20060201 299.75
CHICAGO 208,000.00 20060101 1,083.33
JACKSONVILLE 63,000.00 20060201 413.87
MANDEVILLE 206,400.00 20051201 1,237.47
PAINESVILLE 90,930.00 20060201 597.35
JACKSONVILLE 93,750.00 20060201 507.81
JONESBORO 98,640.00 20060101 472.65
WOODLAKE 170,000.00 20060101 867.71
COVINGTON 132,000.00 20060201 934.29
STREETSBORO 82,915.00 20060201 431.85
ERIE 221,600.00 20060101 1,154.17
FLORENCE 57,700.00 20060101 379.05
SPRING 112,762.00 20051201 540.32
OAKDALE 555,800.00 20060201 4,841.61
MOUNT JULIET 205,650.00 20060201 1,092.52
PEORIA 137,900.00 20060201 761.32
FLORENCE 82,000.00 20060101 538.68
RALEIGH 114,100.00 20060201 749.56
SPRINGFIELD 50,400.00 20051201 326.89
FOUNTAIN INN 92,400.00 20060201 584.03
MIAMI 82,530.00 20060101 395.46
PROVO 133,700.00 20060201 724.21
FLORENCE 82,000.00 20060101 538.68
DAVENPORT 150,500.00 20060101 799.53
BAKERSFIELD 291,000.00 20051201 1,424.69
WASHINGTON 252,000.00 20060201 1,338.75
FLORENCE 83,000.00 20060101 545.25
CHESTER 37,600.00 20060201 266.13
BREAUX BRIDGE 81,900.00 20060101 524.41
IRVINGTON 157,500.00 20060201 1,008.49
FLORISSANT 152,800.00 20060201 1,081.51
KILL DEVIL HILLS 1,000,000.00 20060201 8,574.23
SUNRISE BEACH 105,000.00 20060201 716.29
FLORENCE 82,000.00 20060101 538.68
WHITE HALL 528,500.00 20060201 2,862.71
BATON ROUGE 101,520.00 20060101 666.91
OLD HICKORY 63,000.00 20060201 315.00
JOPLIN 71,200.00 20060201 510.09
SANDY 675,000.00 20060201 4,547.60
PORT SAINT LUCIE 126,000.00 20060201 643.13
KANSAS CITY 40,600.00 20060201 270.11
SACRAMENTO 213,500.00 20060101 1,089.74
WARREN 439,000.00 20060201 2,847.35
KENT 242,900.00 20051201 1,214.50
GREENVILLE 70,000.00 20060201 483.47
HOMEWOOD 300,000.00 20060101 1,593.75
MESA 147,000.00 20051201 765.62
HUNTINGTON BEACH 830,000.00 20060201 5,383.36
FREDERICK 102,200.00 20060201 688.54
SOUTH LAKE TAHOE 297,500.00 20051201 1,425.52
CORAL SPRINGS 195,000.00 20060201 1,033.47
CTY OF CMMRCE 310,000.00 20060101 1,582.29
SAN DIEGO 359,650.00 20051201 1,760.79
HAMPTON 76,230.00 20060101 412.91
MIAMI 142,100.00 20060201 957.35
SCHENECTADY 68,000.00 20060201 435.41
LOS ANGELES 245,000.00 20060101 1,250.02
LAFAYETTE 54,800.00 20051201 364.59
ELK GROVE 410,400.00 20060201 2,094.75
NEWPORT NEWS 95,500.00 20060101 667.75
CLEARWATER 82,530.00 20060201 577.06
PORTSMOUTH 81,000.00 20060201 573.31
AVON 207,500.00 20060101 1,101.81
HOLLYWOOD 171,500.00 20060201 928.96
WEST LEBANON 650,000.00 20060201 3,520.83
TOLEDO 73,600.00 20060201 471.27
GAUTIER 126,000.00 20060201 806.79
MIAMI 107,000.00 20060201 523.85
CANTON 358,000.00 20060101 1,790.00
BUSHKILL 159,250.00 20060201 1,127.16
MANDEVILLE 88,900.00 20060201 591.45
RICHARDSON 135,600.00 20060101 692.12
ACTON 218,400.00 20060101 1,508.43
AUBURN 45,000.00 20060201 318.51
MOUNT JULIET 188,300.00 20060201 961.11
ROCKVILLE 228,200.00 20060101 1,117.23
AURORA 60,690.00 20060201 403.77
SALT LAKE CITY 109,900.00 20060101 606.73
Clarkston 461,108.00 20060201 2,990.74
Ferndale 106,320.00 20060101 734.33
539,686,632.07 3,328,854.59
CITY1 CURRENT_BALANCE ORIGINAL_LTV MI
------------------------------------------------------------------------------------------
SHREWSBURY 189,000.00 70.00 No MI
UPLAND 487,500.00 75.00 No MI
WRIGHTWOOD 223,938.74 80.00 No MI
RALEIGH 94,600.00 79.97 No MI
MAGALIA 126,629.73 75.00 No MI
Lilburn 231,832.09 80.00 No MI
EVANS 173,443.05 80.00 No MI
FRESNO 105,000.00 45.65 No MI
HILLSBORO 167,920.00 80.00 No MI
IRVING 222,000.00 43.11 No MI
NORTH LAS VEGAS 236,000.00 80.00 No MI
Spring Hill 108,000.00 69.90 No MI
NORTH PORT 160,000.00 61.54 No MI
Union City 83,433.00 70.00 No MI
NAMPA 94,000.00 67.63 No MI
PATERSON 297,500.00 70.00 No MI
WOODSTOCK 148,000.00 80.00 No MI
Midlothian 115,131.26 80.00 No MI
Suprise 227,200.00 80.00 No MI
Phoenix 176,000.00 80.00 No MI
Las Vegas 277,236.69 75.00 No MI
TOMBALL 111,775.00 80.00 No MI
Lahaina 1,622,500.00 67.71 No MI
CYPRESS 91,800.00 79.98 No MI
Rowland Heights 643,830.66 75.00 No MI
Tucson 120,000.00 75.00 No MI
Scottsdale 553,944.04 60.00 No MI
Gaithersburg 440,000.00 80.00 No MI
Area of Duarte 149,753.38 38.46 No MI
Hutchinson 108,750.00 75.00 No MI
Sanger 140,675.77 80.00 No MI
Trenton 95,424.44 80.00 No MI
Los Angeles 292,867.20 45.92 No MI
Riverdale 88,975.00 74.15 No MI
Henrietta 161,844.56 79.02 No MI
Round Rock 113,904.22 75.00 No MI
TULARE 444,000.00 80.00 No MI
LOUISVILLE 399,000.07 70.00 No MI
SANTA ANA 227,058.78 80.00 No MI
jonesboro 120,056.00 95.00 Republic MIC
Mitchellville 511,305.00 80.00 No MI
Chaska 119,000.00 70.00 No MI
Fairfield 103,200.00 80.00 No MI
Tucson 207,200.00 80.00 No MI
Willow Spring 44,370.21 80.00 No MI
Cypress 288,691.26 80.00 No MI
PEORIA 541,400.00 64.99 No MI
Dallas 213,600.00 80.00 No MI
McDOnough 145,120.00 80.00 No MI
ROCKMART 80,960.00 80.00 No MI
LOS ANGELES 256,000.00 80.00 No MI
FRIDLEY 444,257.45 80.00 No MI
Hammond 68,000.00 79.07 No MI
Cincinnati 104,000.00 80.00 No MI
LAS VEGAS 348,588.00 80.00 No MI
Colorado Springs 118,400.00 80.00 No MI
Burns Township 594,075.00 76.65 No MI
CHARLOTTE 133,592.00 80.00 No MI
MCDONOUGH 103,120.00 80.00 No MI
RYDAL 140,000.00 80.00 No MI
RIVERDALE 119,192.00 80.00 No MI
MCDONOUGH 85,200.00 80.00 No MI
Westlake Village 1,000,000.00 55.87 No MI
Berkley 219,999.70 80.00 No MI
San Antonio 312,000.00 80.00 No MI
San Leandro 311,474.26 65.00 No MI
Norfolk 63,920.00 80.00 No MI
Rising Sun 209,687.33 73.68 No MI
Modesto 276,000.00 80.00 No MI
Baltimore 63,924.15 80.00 No MI
Baton Rouge 100,800.00 80.00 No MI
Valley Village Area 599,457.59 62.50 No MI
Tallahassee 101,764.00 64.99 No MI
HUNTSVILLE 123,093.93 80.00 No MI
Hahira 91,041.55 80.00 No MI
Dallas 133,903.02 70.90 No MI
Bloomfield 412,541.04 80.00 No MI
Elizabeth 120,000.00 80.00 No MI
Colorado Springs 242,047.40 80.00 No MI
Huntington Beach 1,817,080.50 65.00 No MI
Rockland 251,900.00 79.99 No MI
Gilbert 213,500.00 74.91 No MI
RIALTO 400,000.00 80.00 No MI
San Antonio 227,793.88 80.00 No MI
KISSIMMEE 219,632.00 80.00 No MI
SACRAMENTO 522,317.91 80.00 No MI
Georgetown 400,000.00 80.00 No MI
TROY 624,643.60 80.00 No MI
WESTFIELD 169,109.80 80.00 No MI
LAKE ELSINORE 430,703.99 80.00 No MI
KISSIMMEE 151,712.00 80.00 No MI
ORLANDO 223,920.00 80.00 No MI
Surprise 575,500.00 79.99 No MI
Greensburg 168,000.00 80.00 No MI
Mcdonough 166,200.00 80.00 No MI
PALM DESERT 268,000.00 80.00 No MI
CHULA VISTA 449,612.56 68.18 No MI
Glendale 67,875.00 75.00 No MI
Temple 47,172.13 80.00 No MI
College Station 88,000.00 80.00 No MI
MISSOURI CITY 95,037.23 80.00 No MI
OCEAN CITY 770,750.00 80.00 No MI
Tomball 105,227.53 81.00 PMI
Valdosta 111,209.04 80.00 No MI
Arlington 68,346.64 80.00 No MI
Van Nuys 449,612.56 62.07 No MI
DOUGLASVILLE 121,040.63 80.00 No MI
Hinesville 79,999.33 80.00 No MI
CONYERS 111,999.00 80.00 No MI
CHARLOTTE 200,000.00 80.00 No MI
Peroia 788,000.00 80.00 No MI
Los Lunas 119,200.00 80.00 No MI
Charlotte 81,539.44 80.00 No MI
WASHINGTON 406,400.00 80.00 No MI
Riverdale 140,850.00 79.99 No MI
LOMITA 422,500.00 65.00 No MI
CARTERSVILLE 82,320.00 80.00 No MI
Grand Junction 98,150.00 74.98 No MI
Scottdale 78,337.30 80.00 No MI
Valdosta 75,920.00 80.00 No MI
Queen Creek 325,000.00 46.43 No MI
Gilbert 150,000.00 44.25 No MI
SOMERTON 220,800.00 79.86 No MI
Dundalk 225,000.00 67.98 No MI
Clinton 89,133.80 80.00 No MI
Glen Burnie 431,849.65 70.00 No MI
Coral Springs 495,200.00 79.87 No MI
COVINGTON 235,920.00 80.00 No MI
HUXLEY 138,720.00 80.00 No MI
CHESAPEAKE 119,600.00 80.00 No MI
Center Point 164,800.00 80.00 No MI
Waldorf 177,145.72 74.89 No MI
Upper Marlboro 312,896.00 80.00 No MI
DECATUR 191,741.48 80.00 No MI
AUSTELL 70,530.96 50.46 No MI
Cape Charles 174,230.00 58.08 No MI
Charlotte 99,038.49 80.00 No MI
Tulare 71,864.81 80.00 No MI
Madison 404,000.00 79.92 No MI
Ocoee 147,000.00 79.03 No MI
Kendall Park 258,500.00 57.44 No MI
Bryan 73,200.00 80.00 No MI
West Valley City 58,800.00 80.00 No MI
Tavares 50,000.00 62.50 No MI
Panama City Beach 499,628.93 74.96 No MI
PIQUA 106,237.06 80.00 No MI
San Jose 449,143.82 60.81 No MI
SHOREHAM 296,062.11 69.72 No MI
Kingston 131,889.10 80.00 No MI
Miami 1,000,000.00 80.00 No MI
Olathe 116,000.00 80.00 No MI
BUCKEYE 184,201.00 80.00 No MI
Fort Myers 1,075,039.62 70.00 No MI
Cape Coral 155,000.00 63.27 No MI
BRIDGEWATER 360,000.00 80.00 No MI
TAMPA 82,763.24 80.00 No MI
BAKERSFIELD 275,996.25 80.00 No MI
Cape Coral 112,000.00 80.00 No MI
San Marcos 117,907.95 80.00 No MI
CIBOLO 78,934.00 80.00 No MI
De Soto 363,729.86 80.00 No MI
POWAY 525,000.00 56.76 No MI
BOUND BROOK 292,000.00 62.13 No MI
Clearwater 499,115.29 54.05 No MI
PHOENIXVILLE 188,613.00 80.00 No MI
Frisco 801,600.00 80.00 No MI
FREDERICKSBURG 501,483.16 79.00 No MI
New Albany 92,240.00 80.00 No MI
CINCINNATI 96,000.00 80.00 No MI
SPOTSYLVANIA 493,500.00 75.00 No MI
POTTSTOWN 175,557.00 80.00 No MI
CONROE 85,929.51 79.63 No MI
PHOENIXVILLE 188,613.00 80.00 No MI
BELLEVUE 1,300,000.00 65.00 No MI
UNION BRIDGE 287,920.00 80.00 No MI
Baltimore 73,600.00 80.00 No MI
RIO RANCHO 92,000.00 80.00 No MI
NEW OXFORD 222,000.00 69.38 No MI
FREDERICKSBURG 419,935.00 80.00 No MI
Roosevelt 272,000.00 80.00 No MI
Orem 360,000.00 80.00 No MI
Anamosa 80,000.00 80.00 No MI
BALDWIN PARK 125,000.00 43.86 No MI
NOVI 129,677.00 80.00 No MI
North Webster 123,735.75 80.00 No MI
LORTON 499,579.94 57.99 No MI
BOISE 446,400.00 72.00 No MI
CARTERSVILLE 57,280.00 80.00 No MI
ELKHART 106,800.00 80.00 No MI
Wyandotte 96,896.57 80.00 No MI
SHAKER HEIGHTS 194,000.00 74.90 No MI
HATTIESBURG 52,000.00 80.00 No MI
AUSTELL 100,000.00 80.00 No MI
Long Beach 297,000.00 90.00 United Guaranty
College Park 131,669.01 80.00 No MI
Baltimore 480,000.00 56.47 No MI
VILLA RICA 142,000.00 80.00 No MI
Sugar Land 288,000.00 80.00 No MI
East Orange 180,000.00 80.00 No MI
OKLAHOMA CITY 78,400.00 80.00 No MI
ROCKMART 92,800.00 80.00 No MI
CIBOLO 78,934.00 80.00 No MI
MONROE 133,992.00 80.00 No MI
WOODBURN 117,800.00 69.99 No MI
ROCKVILLE 365,000.00 78.49 No MI
Sterling 220,000.00 80.00 No MI
ELLICOTT CITY 314,400.00 80.00 No MI
Centreville 256,000.00 80.00 No MI
Aurora 365,446.00 80.00 No MI
HAMILTON 241,044.00 75.00 No MI
MEDFORD 259,000.00 69.07 No MI
DUNDALK 163,200.00 80.00 No MI
MILWAUKEE 105,300.00 65.00 No MI
SCOTTSDALE 752,000.00 80.00 No MI
SUMTER 240,000.00 80.00 No MI
GERMANTOWN 287,200.00 80.00 No MI
SILVER SPRING 340,160.00 80.00 No MI
HOUSTON 69,596.00 80.00 No MI
CAPE CORAL 151,450.00 65.00 No MI
ANTHEM 527,600.00 65.95 No MI
Newark 140,678.77 80.00 No MI
Meridian 250,000.00 66.67 No MI
Havelock 86,300.00 79.98 No MI
Port Saint Lucie 252,000.00 80.00 No MI
Denver 160,000.00 80.00 No MI
REDMOND 184,130.00 63.49 No MI
ST. JAMES 500,000.00 66.67 No MI
ALEXANDRIA 315,000.00 20.32 No MI
Gilbert 201,999.99 66.89 No MI
KANSAS CITY 69,958.68 80.00 No MI
GARDEN CITY PARK 435,605.85 80.00 No MI
NORFOLK 101,120.00 80.00 No MI
OCEAN VIEW 484,225.96 80.00 No MI
Salem 160,000.00 80.00 No MI
Spokane Valley 124,711.92 80.00 No MI
Tallahassee 81,250.00 65.00 No MI
Miami 180,800.00 80.00 No MI
Scottsdale 1,800,000.00 60.00 No MI
EAST WILLISTON 500,000.00 64.94 No MI
BAKERSFIELD 191,200.00 80.00 No MI
FOUNTAIN 111,008.00 80.00 No MI
KALAMAZOO 85,800.00 65.00 No MI
STOCKTON 759,329.46 76.00 No MI
Milford 155,862.36 80.00 No MI
SEVERNA PARK 800,000.00 80.00 No MI
FREDERICK 526,440.00 80.00 No MI
TUCSON 140,000.00 80.00 No MI
Beltsville 496,350.00 73.50 No MI
Long Beach 925,000.00 50.00 No MI
Gloucester City 161,600.00 80.00 No MI
Oakland 495,000.00 75.00 No MI
BAKERSFIELD 228,000.00 80.00 No MI
DECATUR 140,000.00 80.00 No MI
LITITZ 160,000.00 80.00 No MI
LACEY 436,525.64 75.00 No MI
TAVERNIER 448,000.00 80.00 No MI
BALTIMORE 103,840.00 80.00 No MI
Woodbridge 331,600.00 80.00 No MI
OLIVEHURST 198,250.00 72.09 No MI
FRESNO 286,000.00 65.00 No MI
Saint Ann 92,665.26 80.00 No MI
PHOENIX 631,442.40 80.00 No MI
FREDERICK 215,920.00 80.00 No MI
Tarzana 1,600,000.00 60.38 No MI
Surprise 461,982.00 90.00 Mortgage Guaranty In
DECATUR 192,000.00 80.00 No MI
LAUDERHILL 112,000.00 80.00 No MI
DEERFIELD 164,000.00 80.00 No MI
Gilbert 496,000.00 80.00 No MI
GAMBRILLS 648,000.00 80.00 No MI
Imperial Beach 650,000.00 65.00 No MI
FATE 119,232.00 80.00 No MI
Lees Summit 101,250.00 75.00 No MI
OLYMPIA 180,000.00 80.00 No MI
FORT WORTH 96,600.00 70.00 No MI
Katy 92,000.58 80.00 No MI
MYRTLE BEACH 159,858.83 59.26 No MI
GAITHERSBURG 260,000.00 77.61 No MI
Fairfax Station 490,000.00 40.83 No MI
Huntington Beach 507,056.48 80.00 No MI
SAN JOSE 150,000.00 35.29 No MI
LAS VEGAS 229,806.77 64.79 No MI
LANHAM 328,000.00 80.00 No MI
DAVIDSONVILLE 285,808.00 42.34 No MI
SNOHOMISH 227,440.00 80.00 No MI
FREDERICK 230,000.00 76.67 No MI
BOSTON 404,000.00 80.00 No MI
Pensacola 128,800.00 70.00 No MI
MONROE 368,550.00 65.00 No MI
Goodyear 194,787.00 80.00 No MI
SANTA ANA 596,500.00 56.81 No MI
LOUISVILLE 58,400.00 80.00 No MI
DELMAR 164,400.00 79.98 No MI
Punta Gorda 509,600.00 80.00 No MI
CROSBY 185,600.00 80.00 No MI
LEAGUE CITY 92,876.00 70.00 No MI
PAINESVILLE 40,300.00 65.00 No MI
BELL GARDENS 280,000.00 67.47 No MI
COLEMAN 71,700.00 79.96 No MI
DOVER 268,000.00 80.00 No MI
HARVEST 198,320.00 80.00 No MI
Boyertown 120,000.00 80.00 No MI
Hampshire 149,600.00 80.00 No MI
FORT WORTH 46,720.00 80.00 No MI
Batesville 56,600.00 80.00 No MI
TULARE 200,808.00 80.00 No MI
GALLATIN GATEWAY 178,750.00 65.00 No MI
FOUNTAIN HILLS 750,000.00 73.17 No MI
FREDERICK 200,000.00 80.00 No MI
ORLANDO 239,900.00 79.99 No MI
ATLANTA 83,250.00 75.00 No MI
ROSEBURG 650,000.00 69.52 No MI
SAN ANTONIO 104,992.00 80.00 No MI
SCOTTSDALE 362,398.00 80.00 No MI
BARTLETT 359,650.00 73.94 No MI
Clovis 256,000.00 80.00 No MI
LEXINGTON 75,600.00 80.00 No MI
San Bernardino 170,400.00 80.00 No MI
Montgomery Village 334,000.00 80.00 No MI
SAN ANTONIO 42,224.40 76.82 No MI
Shady Side 225,000.00 75.00 No MI
Lancaster 67,892.00 80.00 No MI
riverside 249,000.00 79.98 No MI
Idledale 95,711.86 48.73 No MI
Mckinney 517,225.38 80.00 No MI
Lexington 53,860.99 70.00 No MI
Sacramento 214,814.89 47.78 No MI
GULF SHORES 185,000.00 34.26 No MI
Littleton 580,000.00 80.00 No MI
Kissimmee 242,301.53 90.00 No MI
GREENSBORO 99,500.00 79.98 No MI
OKLAHOMA CITY 85,850.00 74.99 No MI
Quincy 67,553.48 80.00 No MI
Whitesboro 104,000.00 80.00 No MI
Saint Louis 103,000.00 80.00 No MI
Spring 74,392.00 80.00 No MI
Beetown 116,846.42 78.00 No MI
Elizabethtown 72,748.62 80.00 No MI
Manchester 199,900.00 79.99 No MI
Gore 115,999.31 80.00 No MI
Yorktown 81,843.98 64.06 No MI
Orlando 240,000.00 80.00 No MI
Newport News 108,317.17 70.00 No MI
RICHMOND 96,867.77 89.98 Mortgage Guaranty In
Jasper 59,156.06 80.00 No MI
PALMDALE 313,200.00 79.95 No MI
LAKE ELSINORE 516,000.00 79.99 No MI
SAHUARITA 178,900.00 80.00 No MI
LINCOLN 430,276.00 80.00 No MI
Queen Creek 180,800.00 80.00 No MI
Destin 1,725,500.00 70.00 No MI
Woodstock 149,395.71 80.00 No MI
Salem 93,886.48 90.00 Mortgage Guaranty In
Miramar 214,819.37 79.63 No MI
Hialeah 132,000.00 80.00 No MI
Miami 172,500.00 75.00 No MI
SPRING 102,928.79 75.00 No MI
BUCKEYE 147,921.00 80.00 No MI
Baltimore 98,250.00 75.00 No MI
Cano Park Area 417,000.00 79.43 No MI
MUNDELEIN 500,392.00 80.00 No MI
HENDERSON 553,532.00 80.00 No MI
WAXAHACHIE 110,552.00 80.00 No MI
Flint 92,000.00 80.00 No MI
SUNNYVALE 449,621.95 60.00 No MI
CAMINO 484,602.45 74.62 No MI
Santa Ana 259,764.95 45.38 No MI
Annapolis 550,000.00 58.64 No MI
Annapolis 550,000.00 58.64 No MI
Annapolis 3,535,000.00 58.72 No MI
WINSTON SALEM 63,959.19 80.00 No MI
ABINGDON 192,000.00 80.00 No MI
Vienna 440,000.00 80.00 No MI
PRESTON 267,850.00 79.99 No MI
Nashua 195,839.34 80.00 No MI
Gilbertsville 108,000.00 80.00 No MI
FATE 124,738.00 80.00 No MI
Gulfport 173,811.90 80.00 No MI
FORNEY 124,336.00 80.00 No MI
RAMONA 360,000.00 80.00 No MI
Wylie 119,035.00 80.00 No MI
Nashville 42,750.00 75.00 No MI
Queen Creek 163,500.00 75.00 No MI
Buckeye 160,000.00 80.00 No MI
Glendale 216,000.00 80.00 No MI
Tucson 117,600.00 80.00 No MI
Avondale 219,072.00 80.00 No MI
Strasburg 317,550.00 79.99 No MI
SAVANNAH 73,500.00 70.00 No MI
LOUISVILLE 51,269.71 90.00 Republic MIC
LOUISVILLE 35,179.22 80.00 No MI
NEWNAN 128,573.67 80.00 No MI
Rochester 97,932.56 70.00 No MI
Rockwall 124,800.00 80.00 No MI
Avondale 135,000.00 75.00 No MI
Queen Creek 182,250.00 75.00 No MI
Avondale 135,000.00 75.00 No MI
Avondale 138,750.00 75.00 No MI
Dallas 388,000.00 80.00 No MI
Phoenix 183,300.00 75.00 No MI
Herndon 316,000.00 80.00 No MI
Rio Rancho 112,000.00 80.00 No MI
Fairburn 105,437.00 80.00 No MI
Shaver Lake 637,500.00 75.00 No MI
Phoenix 81,750.00 75.00 No MI
Palm Springs 470,604.31 58.88 No MI
Grayson 172,000.00 80.00 No MI
Lancaster 73,600.00 80.00 No MI
Upper Marlboro 494,217.00 80.00 No MI
ESCONDIDO 384,584.00 80.00 No MI
ALGONQUIN 296,000.00 80.00 No MI
Eagle Mountain 74,800.00 80.00 No MI
Schertz 110,713.57 80.00 No MI
Maricopa 264,000.00 80.00 No MI
LOMA LINDA 351,769.00 80.00 No MI
CAMBRIDGE 322,368.00 80.00 No MI
Beltsville 320,000.00 80.00 No MI
Las Vegas 174,681.05 74.36 No MI
Peabody 309,739.56 56.36 No MI
ANNAPOLIS 479,596.74 73.85 No MI
N LAUDERDALE 178,364.17 70.00 No MI
Bakersfield 247,500.00 75.00 No MI
Avondale 207,106.00 80.00 No MI
Piscataway 310,000.00 77.50 No MI
Hiram 100,703.50 80.00 No MI
Enfield 211,200.00 80.00 No MI
Atlanta 184,000.00 80.00 No MI
Dallas 208,000.00 80.00 No MI
MIDDLETOWN 116,906.44 75.48 No MI
DESOTO 79,943.54 80.00 No MI
FORT MILL 122,150.00 79.98 No MI
Lawrenceville 141,600.00 80.00 No MI
LAS VEGAS 431,200.00 80.00 No MI
MORENO VALLEY 219,491.54 65.00 No MI
District Heights 207,750.00 75.00 No MI
Gilbert 211,600.00 80.00 No MI
TALLAHASSEE 121,507.47 80.00 No MI
SHERMAN OAKS 1,275,000.00 75.00 No MI
ATLANTA 112,650.00 78.23 No MI
Surprise 193,200.00 80.00 No MI
Ocala 99,942.47 80.00 No MI
LOUISVILLE 56,991.00 89.57 Republic MIC
San Clemente 515,000.00 59.54 No MI
Laguna Niguel 924,000.00 80.00 No MI
Houston 89,850.13 80.00 No MI
MONROE TOWNSHIP 294,400.00 80.00 No MI
Trussville 179,659.41 80.00 No MI
Miami 139,600.00 80.00 No MI
Summerville 105,520.00 80.00 No MI
Las Vegas 245,264.00 80.00 No MI
Azle 61,506.56 77.42 No MI
CARTERSVILLE 420,000.00 62.22 No MI
MOORESVILLE 161,854.00 80.00 No MI
Florence 153,498.00 80.00 No MI
El Mirage 268,800.00 80.00 No MI
North Canton 267,763.55 80.00 No MI
FRANKLIN TOWNSHIP 259,000.00 70.00 No MI
CHINO HILLS 531,167.47 70.00 No MI
Kansas City 204,000.00 80.00 No MI
Mount Dora 171,200.00 80.00 No MI
Gilbert 345,600.00 80.00 No MI
Rio Vista 384,528.00 80.00 No MI
Scottsdale 1,158,750.00 75.00 No MI
Eustis 144,000.00 80.00 No MI
Plano 376,000.00 63.19 No MI
Boerne 224,800.00 80.00 No MI
Clayton 124,150.00 79.99 No MI
CLAYTON 81,200.00 70.00 No MI
BALTIMORE 160,000.00 80.00 No MI
Phoenix 155,988.03 80.00 No MI
BELTSVILLE 503,936.00 80.00 No MI
FAIRFIELD 508,853.60 80.00 No MI
Baltimore 67,732.20 80.00 No MI
Inglewood 222,037.40 81.45 No MI
CONCORD 56,000.00 80.00 No MI
Santa Cruz 1,749,000.00 70.00 No MI
COVINGTON 101,000.00 80.00 No MI
COVINGTON 161,818.00 80.00 No MI
LOGANVILLE 156,632.00 80.00 No MI
ACWORTH 204,000.00 63.35 No MI
Charlotte 125,600.00 80.00 No MI
Charlotte 250,000.00 18.52 No MI
Birmingham 191,800.00 80.00 No MI
Rockville 388,000.00 80.00 No MI
Santa Rosa Beach 639,000.00 55.57 No MI
Hilton Head 98,000.00 30.63 No MI
LAKEWOOD 460,750.00 80.00 No MI
Hapeville 77,546.60 80.00 No MI
Carrollton 107,925.68 79.41 No MI
columbus 75,750.00 75.00 No MI
Acworth 135,100.00 79.99 No MI
Stone Mountain 107,919.85 80.00 No MI
CLEARFIELD 104,000.00 80.00 No MI
Mountain View 246,400.00 80.00 No MI
WYLIE 133,743.00 80.00 No MI
MCDONOUGH 110,924.42 80.00 No MI
N LAS VEGAS 247,992.00 80.00 No MI
Nyssa 53,549.75 73.42 No MI
CLEARFIELD 98,400.00 80.00 No MI
OPA LOCKA 144,000.00 80.00 No MI
Bensalem 159,862.24 72.73 No MI
DORCHESTER 489,600.00 80.00 No MI
RIALTO 280,000.00 70.00 No MI
JERSEY CITY 601,250.00 65.00 No MI
Kennewick 191,200.00 80.00 No MI
Culpeper 242,900.00 80.00 No MI
KISSIMMEE 154,632.00 80.00 No MI
DECATUR 82,500.00 75.00 No MI
Corpus Christi 124,712.91 80.00 No MI
Chicago 176,000.00 80.00 No MI
LAUREL 867,500.00 80.00 No MI
Spartanburg 45,572.38 80.00 No MI
Washington 120,000.00 80.00 No MI
Katy 101,242.00 75.00 No MI
BOSTON 520,000.00 65.00 No MI
GOOD HOPE 330,000.00 75.00 No MI
APOLLO BEACH 399,487.00 75.00 No MI
Lamont 147,866.21 80.00 No MI
Joliet 173,550.00 65.00 No MI
Wesley Chapel 508,600.00 79.16 No MI
Marina Del Rey 476,001.58 68.63 No MI
Canton 148,400.00 80.00 No MI
Duluth 172,452.40 80.00 No MI
San Antonio 83,440.94 80.00 No MI
Denton 50,880.19 77.86 No MI
Fairburn 107,920.00 80.00 No MI
Sachse 179,120.00 80.00 No MI
Hahira 87,920.00 80.00 No MI
Newnan 39,905.83 51.28 No MI
Tampa 151,666.22 95.00 No MI
Springfield 89,473.11 80.00 No MI
Riverview 149,772.00 80.00 No MI
Blue Rock 91,922.71 76.67 No MI
NEWPORT NEWS 129,599.99 80.00 No MI
Miami 117,600.00 80.00 No MI
Brandon 118,800.00 80.00 No MI
Acworth 121,200.00 80.00 No MI
Fort Worth 196,760.00 80.00 No MI
MINOOKA 440,000.00 80.00 No MI
Winston Salem 42,250.00 65.00 No MI
Summerville 133,911.00 80.00 No MI
GAMBRILLS 712,000.00 53.53 No MI
BLYTHEWOOD 51,970.09 83.87 No MI
Hurst 80,502.44 90.00 PMI
SCOTTSDALE 504,000.00 80.00 No MI
BOSTON 422,500.00 65.00 No MI
SAN DIEGO 344,900.00 53.48 No MI
Bakersfield 180,000.00 78.26 No MI
Colorado Springs 100,000.00 80.00 No MI
NASHVILLE 116,000.00 80.00 No MI
ATHENS 102,773.34 80.00 No MI
South Bend 56,352.61 79.44 No MI
Forney 123,594.00 80.00 No MI
Albuquerque 162,750.00 75.00 No MI
Riverside 277,043.75 75.00 No MI
Mount Pleasant 990,375.45 65.00 No MI
BENICIA 773,300.00 80.00 No MI
Washington 417,000.00 67.80 No MI
Pueblo 95,035.60 80.00 No MI
Needham 845,000.00 65.00 No MI
Manassas Park 272,000.00 80.00 No MI
PATERSON 160,055.31 70.00 No MI
Philadelphia 67,000.00 74.44 No MI
Austin 147,900.00 79.99 No MI
Clayton 99,900.00 79.98 No MI
Pfafftown 71,805.52 73.69 No MI
Norcross 151,100.00 79.99 No MI
Gaithersburg 776,000.00 80.00 No MI
Humble 129,542.31 80.00 No MI
Tucson 150,000.00 75.00 No MI
DAYTON 276,000.00 80.00 No MI
Tacoma 99,798.72 79.97 No MI
CONCORD 52,500.00 75.00 No MI
BAYONNE 325,873.23 75.00 No MI
Winston Salem 79,560.00 65.00 No MI
MURRIETA 311,384.37 65.00 No MI
Stockbridge 298,179.71 77.00 No MI
Tampa 198,400.00 80.00 No MI
Dallas 109,866.67 72.85 No MI
Phoenix 184,000.00 80.00 No MI
Ocala 131,200.00 80.00 No MI
Hanover Park 159,715.34 80.00 No MI
Jonesboro 78,825.00 75.00 No MI
Clearwater 840,000.00 80.00 No MI
Mesa 129,600.00 80.00 No MI
Rockwall 143,200.00 80.00 No MI
Mount Juliet 219,430.00 80.00 No MI
ALBUQUERQUE 154,500.00 75.00 No MI
Staten Island 437,047.19 95.00 GE Capital MI
Austin 83,847.71 80.00 No MI
Annandale 252,000.00 90.00 No MI
Reston 165,000.00 57.89 No MI
Meridian 191,920.00 80.00 No MI
Springfield 427,174.70 95.00 PMI
Cedar Rapids 88,000.00 80.00 No MI
Cave Creek 283,500.00 70.00 No MI
SAN DIEGO 431,250.00 65.00 No MI
ALB 148,800.00 74.98 No MI
Rio Rancho 163,680.00 75.00 No MI
ALBUQUERQUE 177,500.00 80.00 No MI
ALBUQUERQUE 155,000.00 70.14 No MI
ALBUQUERQUE 107,625.00 75.00 No MI
Aurora 120,000.00 80.00 No MI
Lorton 468,900.00 90.00 Mortgage Guaranty In
Paia 1,296,400.00 63.55 No MI
BROOKLYN CENTER 323,400.00 80.00 No MI
CHICAGO 224,000.00 80.00 No MI
Bradbury 1,450,294.00 38.17 No MI
Fort Myers 297,255.00 80.00 No MI
Sterling 511,700.00 74.27 No MI
Carson City 253,500.00 65.00 No MI
Lewisburg 86,153.71 80.00 No MI
TWENTYNINE PALMS 65,434.53 80.00 No MI
HERNDON 428,000.00 80.00 No MI
Charlotte 224,000.00 80.00 No MI
Vienna 190,000.00 50.28 No MI
WALDORF 172,000.00 80.00 No MI
SATELLITE BCH 300,000.00 80.00 No MI
Trenton 54,600.00 70.00 No MI
Brooklyn 712,500.00 75.00 No MI
Oklahoma City 27,916.15 80.00 No MI
Austin 143,900.00 79.99 No MI
KATY 94,112.00 80.00 No MI
ROSENBERG 140,000.00 80.00 No MI
KATY 98,950.00 79.99 No MI
URBANA 58,800.00 80.00 No MI
URBANA 58,800.00 80.00 No MI
URBANA 58,800.00 80.00 No MI
NORTH LAS VEGAS 140,000.00 80.00 No MI
CONROE 106,219.00 75.00 No MI
HOUSTON 75,485.94 70.00 No MI
LANCASTER 135,898.41 80.00 No MI
HOUSTON 80,297.11 80.00 No MI
Humble 89,276.00 75.00 No MI
Pearland 130,419.14 80.00 No MI
Kenner 103,838.79 80.00 No MI
Loveland 155,840.00 80.00 No MI
Baltimore 261,599.58 80.00 No MI
BALTIMORE 68,400.00 80.00 No MI
SEVIERVILLE 246,320.00 80.00 No MI
NEWPORT NEWS 99,110.32 80.00 No MI
OCEAN CITY 650,000.00 30.81 No MI
BALTIMORE 76,000.00 80.00 No MI
Fargo 68,600.00 70.00 No MI
FARGO 68,600.00 70.00 No MI
FARGO 68,600.00 70.00 No MI
Hamilton 74,400.00 80.00 No MI
RICHMOND 68,999.99 84.15 Radian Guaranty
WASHINGTON 311,950.00 80.00 No MI
BALTIMORE 112,425.36 75.00 No MI
Waldorf 275,681.72 80.00 No MI
SAINT AUGUSTINE 431,250.00 75.00 No MI
BOUNTIFUL 200,000.00 80.00 No MI
Scottsdale 172,000.00 80.00 No MI
Atlanta 80,000.00 80.00 No MI
Avondale 289,175.00 80.00 No MI
Nampa 171,880.00 80.00 No MI
Tucson 122,400.00 80.00 No MI
Glendale 290,770.00 80.00 No MI
Maricopa 238,820.00 80.00 No MI
Phoenix 168,000.00 80.00 No MI
Phoenix 160,000.00 80.00 No MI
Chandler 397,285.62 80.00 No MI
Avondale 321,688.00 80.00 No MI
Rio Rancho 197,384.00 80.00 No MI
Tucson 101,600.00 80.00 No MI
Cambridge 633,875.55 80.00 No MI
Dallas 280,868.83 79.99 No MI
East Hanover 521,561.45 72.00 No MI
Roosevelt 296,000.00 80.00 No MI
HUDSON 212,000.00 80.00 No MI
Milwaukee 71,250.00 75.00 No MI
Islip 875,000.00 70.00 No MI
Hollywood 117,600.00 80.00 No MI
HUMBLE 82,192.00 80.00 No MI
NOTASULGA 50,025.42 67.00 No MI
Virginia Beach 127,120.00 80.00 No MI
Ocoee 146,764.18 51.76 No MI
Lubbock 55,119.85 80.00 No MI
Gulfport 65,431.79 80.00 No MI
NASHVILLE 68,076.57 80.00 No MI
SAN FERNANDO 255,000.00 53.68 No MI
PHOENIX 364,000.00 80.00 No MI
PEORIA 159,795.24 80.00 No MI
Katy 102,086.06 80.00 No MI
Saint Louis 49,922.08 33.33 No MI
Denham Springs 73,710.00 65.00 No MI
Milwaukee 84,500.00 65.00 No MI
Milwaukee 81,250.00 65.00 No MI
Milwaukee 82,550.00 65.00 No MI
Milwaukee 92,625.00 65.00 No MI
Anaheim 464,000.00 76.69 No MI
Las Vegas 172,000.00 80.00 No MI
Winder 106,400.00 80.00 No MI
LINCOLN 444,985.84 80.00 No MI
Jersey City 338,000.00 78.60 No MI
Titusville 99,131.73 80.00 No MI
Indianapolis 52,840.00 80.00 No MI
HEMPSTEAD 384,000.00 80.00 No MI
Portsmouth 108,000.00 80.00 No MI
LEAGUE CITY 94,276.00 70.00 No MI
MONROE 118,400.00 80.00 No MI
McDONOUGH 115,000.00 79.23 No MI
LAWRENCEVILLE 133,193.53 80.00 No MI
HOUSTON 71,354.48 80.00 No MI
Garland 77,311.12 80.00 No MI
MONTGOMERY VILLAGE 280,000.00 80.00 No MI
GALLATIN GATEWAY 143,000.00 65.00 No MI
Houston 98,391.99 80.00 No MI
YORBA LINDA 439,000.00 59.40 No MI
NORTH POTOMAC 438,790.97 63.77 No MI
FORT MEYERS 139,786.14 80.00 No MI
BRANDON 175,750.00 95.00 Mortgage Guaranty In
GILBERT 303,200.00 80.00 No MI
SMYRNA 212,000.00 80.00 No MI
PALOS HEIGHTS 530,660.40 80.00 No MI
CHICAGO 203,200.00 80.00 No MI
DOWNEY 376,800.00 80.00 No MI
Casa Grande 243,350.00 80.00 No MI
tallahassee 459,622.94 80.00 No MI
Laveen 190,375.00 80.00 No MI
NORTH LAS VEGAS 180,000.00 80.00 No MI
DEPTFORD 92,000.00 80.00 No MI
CORPUS CHRISTI 195,751.32 80.00 No MI
FREDERICK 276,000.00 80.00 No MI
CINCINNATI 108,000.00 80.00 No MI
LACEY 172,800.00 80.00 No MI
HOUSTON 98,143.00 80.02 PMI
SCOTTSDALE 464,646.17 75.00 No MI
NORFOLK 88,000.00 67.18 No MI
ASTORIA 665,000.00 70.00 No MI
ROCKVILLE 980,000.00 70.00 No MI
ATLANTA 220,800.00 80.00 No MI
Cape Coral 242,077.00 80.00 No MI
ATLANTA 220,800.00 80.00 No MI
SPOKANE 60,000.00 80.00 No MI
Pittsburgh 57,600.00 80.00 No MI
LITTLE RIVER 155,900.00 79.99 No MI
Newark 180,000.00 80.00 No MI
Alpharetta 210,000.00 73.68 No MI
RENO 307,128.00 80.00 No MI
DOVER TWP 272,000.00 80.00 No MI
Rowley 595,523.39 80.00 No MI
WASHINGTON 71,969.29 80.00 No MI
PALM DESERT 244,000.00 80.00 No MI
BEND 481,000.00 65.00 No MI
ACWORTH 79,847.79 80.00 No MI
MARIETTA 94,719.00 75.00 No MI
RIVERDALE 79,450.00 70.00 No MI
COLUMBIA 113,600.00 80.00 No MI
Newark 216,000.00 80.00 No MI
HUNTINGTOWN 599,580.00 76.87 No MI
Succasunna 255,200.00 80.00 No MI
San Diego 513,850.00 80.00 No MI
CONCORD 56,000.00 80.00 No MI
TUCSON 437,084.89 70.00 No MI
CLOVIS 203,670.00 80.00 No MI
SNELLVILLE 135,750.00 79.99 No MI
RICHMOND 103,200.00 80.00 No MI
PARKER 431,000.00 64.33 No MI
ATLANTA 308,000.00 80.00 No MI
Roswell 308,247.00 80.00 No MI
Acworth 109,500.00 79.99 No MI
Mastic 171,360.00 80.00 No MI
LAMONT 144,000.00 80.00 No MI
Denver 320,000.00 80.00 No MI
Orlando 210,000.00 71.19 No MI
LYNDEN 140,000.00 70.00 No MI
Miami 248,000.00 80.00 No MI
FREDERICKSBURG 252,000.00 80.00 No MI
Denton 194,000.00 68.07 No MI
College Park 103,391.97 80.00 No MI
SCRANTON 71,200.00 80.00 No MI
COLLEGE PARK 194,192.00 80.00 No MI
MANTECA 516,615.00 80.00 No MI
TAYLORSVILLE 139,680.00 80.00 No MI
LAS VEGAS 204,000.00 80.00 No MI
Washington 192,000.00 80.00 No MI
NORCO 524,800.00 80.00 No MI
CLOVIS 532,000.00 80.00 No MI
Miami 787,429.67 80.00 No MI
Germantown 496,000.00 80.00 No MI
Ellsworth 138,400.00 80.00 No MI
Umatilla 129,600.00 80.00 No MI
Costa Mesa 616,000.00 80.00 No MI
Casa Grande 196,500.00 80.00 No MI
ATLANTA 71,200.00 80.00 No MI
Houston 72,000.00 80.00 No MI
Glenn Dale 552,000.00 80.00 No MI
San Antonio 160,000.00 80.00 No MI
DeSoto 71,332.03 80.00 No MI
Kannapolis 111,214.99 79.97 No MI
Covington 129,600.00 80.00 No MI
Bakersfield 206,120.00 80.00 No MI
Phoenix 900,000.00 75.00 No MI
Warner Robins 52,802.02 61.99 No MI
GARLAND 102,715.74 80.00 No MI
CELINA 69,239.00 75.67 No MI
DESOTO 99,200.00 80.00 No MI
PASADENA 464,197.03 78.81 No MI
Saint Louis 75,155.60 80.00 No MI
EVERETT 233,600.00 80.00 No MI
CLOVIS 270,759.00 80.00 No MI
KALAMAZOO 128,000.00 80.00 No MI
CAMDEN 202,400.00 80.00 No MI
ALBUQUERQUE 104,000.00 80.00 No MI
GAINESVILLE 980,000.00 70.00 No MI
GRASONVILLE 368,000.00 80.00 No MI
CARTERSVILLE 233,600.00 80.00 No MI
PROSPERITY 129,905.90 52.00 No MI
Glendale Heights 84,375.00 75.00 No MI
New Port Richey 96,000.00 64.86 No MI
CHARLOTESVILLE 150,400.00 80.00 No MI
LAGUNA BEACH 1,500,000.00 12.50 No MI
WEST HAMPTON 188,000.00 63.95 No MI
SCOTTSDALE 650,000.00 76.47 No MI
Richmond 193,600.00 79.02 No MI
Tempe 170,400.00 80.00 No MI
REHOBOTH BEACH 3,677,057.16 54.93 No MI
LEWISTON 200,000.00 80.00 No MI
GERMANTOWN 200,000.00 80.00 No MI
VANCOUVER 177,722.89 78.72 No MI
MESA 117,600.00 80.00 No MI
STAFFORD 509,250.00 80.00 No MI
PENN VALLEY 522,112.23 95.00 United Guaranty
Jacksonville 136,800.00 80.00 No MI
RICHMOND 215,543.99 80.00 No MI
Leesburg 190,000.00 80.00 No MI
San Bernardino 475,000.00 79.97 No MI
FREDERICKSBURG 321,600.00 80.00 No MI
CLEVELAND 56,550.00 65.00 No MI
OAK POINT 93,236.00 80.00 No MI
Baltimore 55,920.00 80.00 No MI
Jersey City 302,250.00 65.00 No MI
WEST PALM BEACH 107,920.00 80.00 No MI
PATERSON 387,280.00 80.00 No MI
La Canada Flintridge 459,594.15 27.14 No MI
SANDY 136,000.00 80.00 No MI
Ridgecrest 150,372.69 70.00 No MI
Westborough 312,000.00 80.00 No MI
TUCSON 185,600.00 80.00 No MI
SANTA ANA 496,000.00 80.00 No MI
Saint Paul 107,250.00 75.00 No MI
Hopewell 47,566.41 80.00 No MI
AZLE 71,232.00 80.00 No MI
NORCROSS 220,000.00 80.00 No MI
PORTLAND 599,520.18 75.00 No MI
HARVARD 439,630.34 64.71 No MI
ROCKVILLE 516,000.00 80.00 No MI
UPPER MARLBORO 482,871.00 80.00 No MI
Colorado Springs 82,950.00 70.00 No MI
Midlothian 112,144.04 80.00 No MI
EATONTOWN 197,960.00 80.00 No MI
SCOTTSDALE 831,129.17 79.98 No MI
OAK POINT 99,496.00 80.00 No MI
MOONACHIE 295,287.06 80.00 No MI
SCOTTSDALE 702,254.00 54.86 No MI
OLYMPIA 172,630.26 80.00 No MI
TULARE 128,000.00 80.00 No MI
Media 434,625.48 56.42 No MI
BIDDEFORD 252,000.00 80.00 No MI
ALBUQUERQUE 131,100.00 80.00 No MI
TUCSON 137,600.00 80.00 No MI
Monument 442,854.38 80.00 No MI
LOUISVILLE 640,000.00 79.60 No MI
Acworth 242,400.00 80.00 No MI
Brooklyn 750,000.00 53.57 No MI
TULARE 172,000.00 80.00 No MI
Branson 159,920.00 80.00 No MI
N Lauderdale 156,643.90 80.00 No MI
CLEVELAND 66,500.00 70.00 No MI
BOZEMAN 112,000.00 80.00 No MI
YORKTOWN HEIGHTS 828,500.00 59.18 No MI
Los Angeles 715,000.00 73.33 No MI
Denver 135,920.00 80.00 No MI
HENDERSONVILLE 110,000.00 80.00 No MI
JERSEY CITY 222,400.00 80.00 No MI
SANTA ROSA BEACH 760,000.00 80.00 No MI
ATLANTIC CITY 143,910.49 80.00 No MI
ODENTON 227,489.21 69.36 No MI
TAYLOR 38,000.00 80.00 No MI
KATY 119,600.00 80.00 No MI
CYPRESS 114,871.99 79.80 No MI
Palmyra 208,000.00 80.00 No MI
PATERSON 242,900.00 70.00 No MI
STREETSBORO 94,000.00 80.00 No MI
Iuka 637,813.17 53.25 No MI
Memphis 50,340.27 80.00 No MI
PERRY HALL 522,400.00 80.00 No MI
HOUSTON 122,791.99 80.00 No MI
Newtown 640,000.00 72.48 No MI
SILVER SPRING 604,026.33 79.03 No MI
Laguna Niguel 682,000.00 78.75 No MI
TUSTIN 936,000.00 78.79 No MI
Franklin 472,000.00 80.00 No MI
MORELAND 138,400.00 80.00 No MI
CHANDLER 144,000.00 80.00 No MI
Pharr 59,280.00 80.00 No MI
REDDING 136,500.00 70.00 No MI
Gaithersburg 295,000.00 77.63 No MI
VANVOUVER 244,800.00 80.00 No MI
Glendale Heights 70,125.00 75.00 No MI
RAMAPO 453,000.00 65.00 No MI
Township of South Brunswi 503,606.83 80.00 No MI
CLOVIS 340,000.00 80.00 No MI
Upper Marlboro 221,800.00 80.00 No MI
Spring Valley 128,500.00 28.56 No MI
Gainesville 505,750.00 80.00 No MI
BAYSHORE 343,999.99 80.00 No MI
FORT WORTH 87,750.00 65.00 No MI
Phoenix 210,000.00 70.00 No MI
MANTECA 447,238.38 65.00 No MI
DENVER 285,600.00 80.00 No MI
GERMANTOWN 199,000.00 69.82 No MI
ESSEX 174,841.80 94.09 No MI
MABLETON 170,720.00 80.00 No MI
HOUSTON 88,327.54 80.00 No MI
PHOENIX 320,000.00 80.00 No MI
Memphis 493,972.92 80.00 No MI
CARLSBAD 840,000.00 65.00 No MI
Hebron 328,539.12 94.97 PMI
Jackson 58,235.57 80.00 No MI
SAN ANTONIO 100,760.00 80.00 No MI
SCOTTSDALE 649,397.98 40.63 No MI
BUCKEYE 167,962.00 80.00 No MI
CYPRESS 551,852.00 80.00 No MI
Leesburg 285,600.00 80.00 No MI
SALT LAKE CITY 322,000.00 80.00 No MI
CHICAGO 139,750.00 65.00 No MI
Austin 141,728.00 80.00 No MI
PORT WENTWORTH 102,155.13 79.99 No MI
PUEBLO 62,376.84 78.99 No MI
LOVELAND 179,491.62 80.00 No MI
PUEBLO 54,700.00 79.28 No MI
Clinton 376,000.00 80.00 No MI
Woodbridge 361,600.00 80.00 No MI
Newport News 180,000.00 80.00 No MI
Stafford 344,000.00 80.00 No MI
Leesburg 281,200.00 80.00 No MI
Key West 669,306.00 70.00 No MI
Great Falls 443,999.99 80.00 No MI
Milford 321,600.00 80.00 No MI
Stone Mountain 213,750.00 95.00 PMI
REVA 399,906.05 76.19 No MI
ST. PETERSBURG 202,300.00 79.99 No MI
CHATTANOOGA 78,100.00 89.98 Mortgage Guaranty In
PEUBLO 81,569.05 80.00 No MI
Paramount 480,000.00 80.00 No MI
DENVER 116,250.00 75.00 No MI
Mesa 100,000.00 80.00 No MI
Parkesburg 132,000.00 80.00 No MI
Malvern 800,000.00 58.39 No MI
Kennett Square 463,610.18 80.00 No MI
DANIA 148,000.00 80.00 No MI
BRYON 183,899.98 79.99 No MI
SARASOTA 223,120.00 80.00 No MI
Queen Creek 192,900.00 79.99 No MI
ATLANTA 96,000.00 80.00 No MI
WHEAT RIDGE 500,000.00 80.00 No MI
ROCKINGHAM 142,960.00 80.00 No MI
RESEDA 483,750.00 75.00 No MI
SALT LAKE CITY 246,400.00 80.00 No MI
LYNDEN 200,800.00 80.00 No MI
SPARKS 160,000.00 80.00 No MI
LOS MOLINOS 49,961.99 25.91 No MI
LAUREL 190,000.00 57.58 No MI
Houston 92,000.00 80.00 No MI
Houston 137,440.00 80.00 No MI
LAUREL 459,975.00 61.33 No MI
SAN ANTONIO 119,910.94 80.00 No MI
PHOENIXVILLE 214,212.00 80.00 No MI
LUTZ 225,200.00 80.00 No MI
GARDEN GROVE 444,000.00 80.00 No MI
NEWARK 559,468.65 80.00 No MI
DRUMS 68,000.00 80.00 No MI
MOUNT CLEMENS 146,400.00 80.00 No MI
MARYSVILLE 138,462.00 72.87 No MI
SPRINGBORO 209,796.00 80.00 No MI
Millville 188,800.00 80.00 No MI
LOGANVILLE 439,900.00 80.00 No MI
EATONTOWN 227,448.87 65.00 No MI
TAYLOR 41,040.00 80.00 No MI
UNION 85,000.00 19.10 No MI
ORLANDO 192,800.00 80.00 No MI
BETHLEHEM 355,200.00 80.00 No MI
UPPER MARLBORO 586,325.00 80.00 No MI
ANN ARBOR 800,000.00 80.00 No MI
Scotts Valley 733,000.00 79.67 No MI
Woodbridge 342,400.00 80.00 No MI
FINKSBURG 690,350.00 75.00 No MI
San Antonio 679,520.07 80.00 No MI
Houston 92,000.00 80.00 No MI
Bakersfield 195,000.00 75.00 No MI
DURHAM 63,200.00 80.00 No MI
Phoenix 147,000.00 70.00 No MI
CAPE CORAL 279,499.84 65.00 No MI
NORFOLK 200,000.00 80.00 No MI
QUEEN CREEK 222,069.00 80.00 No MI
SILVER SPRING 458,145.43 61.14 No MI
MANTECA 534,346.00 70.00 No MI
WEST CHESTER 389,000.00 80.00 No MI
LOCUST GROVE 449,602.97 64.29 No MI
TEMPE 1,363,000.00 65.00 No MI
SHIP BOTTOM 646,750.00 65.00 No MI
NEOTSU 232,000.00 70.30 No MI
CINCINNATI 92,000.00 79.31 No MI
LAVALLETTE 265,000.00 64.63 No MI
MARYSVILLE 190,400.00 80.00 No MI
WASHINGTON 203,000.00 34.29 No MI
WASHINGTON 436,000.00 80.00 No MI
Duluth 734,755.55 70.00 No MI
CHARLOTTE 107,200.00 79.93 No MI
MIAMI 306,418.66 70.76 No MI
SACRAMENTO 290,800.00 80.00 No MI
Brigham City 109,200.00 80.00 No MI
CLEVELAND 77,000.00 64.98 No MI
PHOENIX 55,249.99 65.00 No MI
Phoenix 210,400.00 80.00 No MI
HOUSTON 95,142.32 80.00 No MI
ROSLINDALE 207,853.19 80.00 No MI
Manassas 264,000.00 78.81 No MI
Queen Creek 461,214.00 80.00 No MI
YORBA LINDA 650,000.00 59.09 No MI
OCEANSIDE 543,725.28 80.00 No MI
CLOVIS 228,800.00 80.00 No MI
DALLAS 101,341.16 79.98 No MI
Santa Cruz 469,554.05 52.22 No MI
Mcallen 50,004.68 90.00 United Guaranty
CHANNAHON 220,247.00 80.00 No MI
KAWKAWLIN 188,000.00 80.00 No MI
CROOKED RIVER RANCH 176,000.00 80.00 No MI
WEST ISLIP 600,000.00 80.00 No MI
WEST ROXBURY 356,800.00 80.00 No MI
CHEYENNE 119,792.78 80.00 No MI
Santa Cruz 649,383.26 48.11 No MI
LOS ANGELES 352,000.00 80.00 No MI
HYATTSVILLE 299,200.00 80.00 No MI
SOUTH PLAINFIELD 180,000.00 41.57 No MI
NAMPA 127,000.00 67.81 No MI
WHITESBURG 172,400.00 80.00 No MI
LAGUNA WOODS 299,000.00 74.94 No MI
DORCHESTER 455,000.00 70.00 No MI
Idaho Falls 86,175.00 75.00 No MI
Missouri City 113,186.00 80.00 No MI
SEATTLE 1,500,000.00 58.94 No MI
Pickens 156,000.00 80.00 No MI
Milledgeville 63,350.00 68.12 No MI
Katy 109,249.00 80.00 No MI
TULARE 228,000.00 80.00 No MI
Los Angeles 456,300.00 65.00 No MI
BAKERSFIELD 164,000.00 80.00 No MI
DENVER 109,599.00 70.00 No MI
Rowlett 90,000.00 80.00 No MI
SEATTLE 251,999.12 80.00 No MI
Los Angeles 456,300.00 65.00 No MI
LAKE FOREST PARK 196,000.00 80.00 No MI
Sun City 341,000.00 79.98 No MI
CHARLOTTESVILLE 74,400.00 80.00 No MI
nicholasville 56,000.00 80.00 No MI
Wilmington 608,705.70 69.00 No MI
DUNDEE 153,850.00 79.98 No MI
YORKTOWN HEIGHTS 749,414.92 68.18 No MI
Tampa 357,200.00 79.99 No MI
Richmond 112,500.00 72.58 No MI
Garland 112,800.00 80.00 No MI
NICHOLASVILLE 56,000.00 80.00 No MI
JACKSON 427,964.17 80.00 No MI
Barnegat 152,800.00 80.00 No MI
Arlington 92,991.10 93.30 PMI
RICHMOND 133,600.00 80.00 No MI
Peoria 169,750.00 70.00 No MI
BUCKEYE 147,960.00 80.00 No MI
PALM BEACH GARDENS 176,250.00 75.00 No MI
BUCKEYE 167,072.00 80.00 No MI
FREDERICKSBURG 590,406.88 80.00 No MI
PARK CITY 630,000.00 70.00 No MI
Tampa 192,000.00 80.00 No MI
Houston 122,440.00 80.00 No MI
Houston 454,231.99 80.00 No MI
San Diego 96,000.00 30.97 No MI
San Diego 536,000.00 80.00 No MI
CHARLOTTE 192,064.00 80.00 No MI
Myrtle Beach 150,000.00 80.00 No MI
Stafford 150,000.00 67.26 No MI
Brush Creek 117,758.80 89.39 Republic MIC
Grand Junction 273,600.00 80.00 No MI
CHANHASSEN 122,400.00 80.00 No MI
BOYDS 427,410.00 90.00 GE Capital MI
Falls Church 408,000.00 80.00 No MI
PEMBROKE PINES 259,200.00 80.00 No MI
SALINAS 585,000.00 78.00 No MI
Cumming 99,400.00 80.00 No MI
JERSEY CITY 255,500.00 70.00 No MI
MADISON 97,500.00 75.00 No MI
MADISON 97,500.00 75.00 No MI
MADISON 97,500.00 75.00 No MI
MADISON 97,500.00 75.00 No MI
Phoenix 145,902.03 80.00 No MI
AURORA 136,915.84 80.00 No MI
HUMBLE 91,224.25 80.00 No MI
TUCSON 216,634.33 70.00 No MI
Kissimmee 118,105.50 70.00 No MI
ROCKVILLE CENTER 467,230.52 80.00 No MI
Lakeway 332,271.17 70.00 No MI
Milford 271,787.81 80.00 No MI
Kansas City 52,681.70 75.43 No MI
Houston 71,761.84 80.00 No MI
Enfield 167,078.99 80.00 No MI
Saint Charles 128,263.75 65.00 No MI
Hunt 74,857.29 78.23 No MI
Conroe 106,400.00 80.00 No MI
Garland 95,877.14 80.00 No MI
Hampton Bays 448,000.00 80.00 No MI
Newport News 163,632.58 80.00 No MI
HOUSTON 93,232.89 80.00 No MI
HUMBLE 92,690.91 80.00 No MI
Saco 159,848.18 45.71 No MI
Montgomery Village 167,641.98 80.00 No MI
Jacksonville 84,800.00 80.00 No MI
BROOMFIELD 109,407.03 70.00 No MI
Humble 67,957.73 80.00 No MI
Harlingen 131,018.83 80.00 No MI
TOWN OF RYE 475,813.51 79.98 No MI
Peroia 127,809.41 80.00 No MI
Houston 96,737.06 65.00 No MI
Wilton 552,000.00 80.00 No MI
Oceanside 69,942.51 16.09 No MI
Tampa 59,925.00 47.62 No MI
Saint Petersburg 75,239.77 64.91 No MI
Stowe 52,104.15 65.00 No MI
POTTSTOWN 53,390.67 65.00 No MI
Tampa 246,354.19 75.00 No MI
Hallandale Beach 77,452.35 80.00 No MI
Charlotte 137,379.27 80.00 No MI
Hogansville 109,074.72 80.58 No MI
Atlanta 177,322.06 80.00 No MI
Marietta 163,758.88 79.99 No MI
Orlando 162,139.49 64.99 No MI
Decatur 535,051.59 79.06 No MI
Marble 81,041.30 79.98 No MI
Palm City 475,580.04 80.00 No MI
Bradenton 366,580.13 74.99 No MI
Homestead 267,171.11 95.00 Republic MIC
Jacksonville 83,881.04 80.00 No MI
Gainesville 457,086.42 75.00 No MI
Garner 91,859.87 80.00 No MI
Decatur 94,847.61 47.74 No MI
SUGAR HILL 251,793.44 80.00 No MI
Atlanta 102,830.65 57.22 No MI
South Bend 67,233.50 90.00 Republic MIC
Bluffton 52,529.99 80.00 No MI
RIVERSIDE 514,649.99 80.00 No MI
BOULDER 217,000.00 70.00 No MI
TOLEDO 43,817.84 70.00 No MI
TOLEDO 43,817.84 70.00 No MI
FORT COLLINS 128,799.99 70.00 No MI
PENSACOLA 98,980.00 70.00 No MI
METAIRIE 147,670.75 80.00 No MI
TOLEDO 43,817.84 70.00 No MI
CHESAPEAKE 195,929.99 70.00 No MI
TOLEDO 43,817.84 70.00 No MI
DOUGLASVILLE 206,242.99 80.00 No MI
BOGALUSA 103,662.96 80.00 No MI
CHESTERFIELD 134,651.82 70.00 No MI
PUNTA GORDA 619,516.34 80.00 No MI
ROSEVILLE 107,761.45 70.00 No MI
HEMET 59,900.00 16.64 No MI
PONTIAC 67,949.54 80.00 No MI
PONTIAC 66,350.73 80.00 No MI
HAMPTON 101,916.40 80.00 No MI
FAIRFAX 646,792.04 69.78 No MI
SAINT LOUIS 41,972.52 80.00 No MI
PEORIA 423,161.33 70.00 No MI
BELTSVILLE 440,420.48 80.00 No MI
WAYNE 86,564.33 85.00 Radian Guaranty
VIRGINIA BEACH 61,113.33 85.00 Mortgage Guaranty In
PORT READING 287,713.29 80.00 No MI
CAROL STREAM 101,414.73 70.00 No MI
COLUMBIA 116,097.48 70.00 No MI
LIVERPOOL 77,539.46 80.00 No MI
TARPON SPRINGS 169,600.00 80.00 No MI
OAKLAND 329,500.00 46.81 No MI
MOBILE 130,098.44 70.00 No MI
SAN DIEGO 352,100.00 70.00 No MI
PROVO 230,999.09 70.00 No MI
COON RAPIDS 156,000.00 80.00 No MI
HUGHSON 645,705.66 69.97 No MI
BALTIMORE 97,000.00 74.62 No MI
FAIRFIELD 479,055.88 70.00 No MI
KINGWOOD 419,011.13 80.00 No MI
ST PETERSBURG 70,000.00 70.00 No MI
BEND 174,000.00 79.09 No MI
SALT LAKE CITY 130,395.64 77.68 No MI
DUMFRIES 284,000.00 80.00 No MI
PHILADELPHIA 50,213.63 75.00 No MI
LAS VEGAS 175,999.99 80.00 No MI
OAKLAND 258,299.99 67.97 No MI
PHILADELPHIA 38,971.77 75.00 No MI
PHOENIX 182,000.00 70.00 No MI
BEND 172,500.00 77.01 No MI
SALINAS 489,000.00 54.64 No MI
PETAL 71,842.51 79.98 No MI
COVINGTON 155,000.00 82.45 Radian Guaranty
HOUSTON 279,356.89 70.00 No MI
BEND 173,500.00 77.46 No MI
SIMI VALLEY 359,000.00 69.04 No MI
OAK RIDGE 620,007.73 74.52 No MI
GARNER 199,060.94 74.98 No MI
BEND 174,000.00 77.68 No MI
SPRINGFIELD 359,500.00 79.89 No MI
WASHINGTON 631,280.00 80.00 No MI
HUNTINGTON STATION 405,658.91 70.00 No MI
MANDEVILLE 271,327.24 80.00 No MI
CHICAGO 157,391.61 70.00 No MI
MEADOW VISTA 482,594.22 70.00 No MI
CASCO 149,747.25 68.49 No MI
NEWPORT NEWS 86,037.68 70.00 No MI
WEBB CITY 71,940.98 80.00 No MI
PUYALLUP 155,399.99 70.00 No MI
HAMILTON 81,800.00 69.91 No MI
TOLEDO 65,467.39 80.00 No MI
LAFAYETTE 89,519.99 80.00 No MI
MERIDIAN 202,400.00 80.00 No MI
WEST LINN 257,200.00 80.00 No MI
THIBODAUX 167,018.09 70.00 No MI
TOLEDO 149,868.80 90.00 Triad Guaranty
TACOMA 116,711.12 80.00 No MI
DELTONA 178,499.99 70.00 No MI
INDIANAPOLIS 76,938.43 70.00 No MI
PORT RICHEY 91,635.28 70.00 No MI
VERO BEACH 405,900.00 73.81 No MI
KNOXVILLE 95,620.00 70.00 No MI
CHICAGO 332,227.45 70.00 No MI
HOUSTON 649,467.20 68.71 No MI
BALDWINSVILLE 65,548.82 80.00 No MI
TACOMA 144,000.00 80.00 No MI
MISSOURI CITY 1,326,628.68 70.00 No MI
NAVARRE 185,499.99 77.62 No MI
NASHVILLE 230,399.99 80.00 No MI
AVON LAKE 144,900.00 70.00 No MI
TOLEDO 54,000.00 90.00 Mortgage Guaranty In
PORTLAND 136,400.00 70.00 No MI
REPUBLIC 174,999.99 50.00 No MI
NORTH CHARLESTON 412,999.99 70.00 No MI
ORANGE PARK 68,893.48 70.00 No MI
MOBILE 96,949.99 70.00 No MI
CHARLOTTE 279,750.00 75.00 No MI
NORTH RICHLAND HILLS 117,025.50 80.00 No MI
TOPSHAM 120,306.08 70.00 No MI
KANSAS CITY 93,730.39 70.00 No MI
COTTAGE GROVE 118,500.00 75.00 No MI
Dallas 143,785.59 80.00 No MI
DUNEDIN 290,500.00 70.00 No MI
NORTH MIAMI 718,500.00 49.55 No MI
MONROE 96,600.00 70.00 No MI
FORT MYERS 250,000.00 74.50 No MI
PATERSON 307,241.66 74.10 No MI
SALEM 193,500.00 79.99 No MI
SAINT LOUIS 52,462.00 75.00 No MI
LONGVIEW 142,882.79 78.14 No MI
PORTSMOUTH 115,818.48 80.00 No MI
BALTIMORE 91,000.00 70.00 No MI
GREENWOOD 121,429.81 70.00 No MI
ELGIN 115,414.29 70.00 No MI
WARREN 115,909.51 80.00 No MI
LAUDERDALE LAKES 53,563.11 80.00 No MI
MIAMI 187,599.99 70.00 No MI
JACKSONVILLE 136,381.37 70.00 No MI
CINCINNATI 126,288.48 80.00 No MI
LOS ANGELES 779,344.71 65.00 No MI
HAVANA 100,407.19 75.00 No MI
LADY LAKE 92,929.23 75.00 No MI
BALTIMORE 49,515.03 73.96 No MI
LONDON 91,922.71 80.00 No MI
FORT PAYNE 127,784.29 77.11 No MI
VALRICO 108,741.86 90.00 Mortgage Guaranty In
CHICAGO 227,830.79 80.00 No MI
HUMBOLDT 55,253.54 70.00 No MI
ABERDEEN 108,597.32 75.86 No MI
DULUTH 109,900.00 70.00 No MI
SOUTH SAN FRANCISCO 494,000.00 67.21 No MI
ABERDEEN 108,445.16 75.86 No MI
CHARLOTTE 151,999.99 80.00 No MI
OLNEY 95,000.00 35.85 No MI
ABERDEEN 101,199.85 70.14 No MI
PENSACOLA 80,499.99 70.00 No MI
ABERDEEN 109,401.25 76.41 No MI
HILTON HEAD ISLAND 146,999.99 70.00 No MI
ABERDEEN 109,794.78 76.41 No MI
REX 89,193.00 59.46 No MI
MEMPHIS 54,361.60 85.00 Radian Guaranty
LANGLEY 258,999.99 70.00 No MI
LOUISVILLE 54,360.63 80.00 No MI
MEMPHIS 50,925.95 85.00 Radian Guaranty
GALVESTON 134,281.42 70.00 No MI
ODESSA 90,252.97 80.00 No MI
HATTIESBURG 87,330.74 69.98 No MI
MEMPHIS 50,077.17 85.00 Radian Guaranty
TRENTON 53,155.30 70.00 No MI
HATTIESBURG 87,420.93 68.88 No MI
CENTER 129,499.99 80.00 No MI
SAINT JOSEPH 156,686.51 70.00 No MI
SAN MATEO 459,594.15 59.74 No MI
WAXHAW 236,600.00 70.00 No MI
ERIN 67,885.42 80.00 No MI
BERNARDSVILLE 378,689.33 65.91 No MI
MIAMI 164,000.00 80.00 No MI
WAYNE 85,715.67 85.00 Mortgage Guaranty In
LOS ANGELES 317,000.00 51.38 No MI
DARBY 947,003.73 70.00 No MI
PROVIDENCE 220,489.60 70.00 No MI
ARIZONA CITY 141,999.99 66.98 No MI
MEMPHIS 58,140.45 85.00 Radian Guaranty
GREEN BAY 262,284.83 70.00 No MI
SILVERDALE 285,000.00 68.02 No MI
CLEVELAND 70,400.00 76.52 No MI
MEMPHIS 59,413.59 85.00 Radian Guaranty
WALDORF 192,800.00 80.00 No MI
SUFFOLK 288,926.20 85.00 Triad Guaranty
MEMPHIS 55,169.76 85.00 Radian Guaranty
MEMPHIS 45,833.35 85.00 Radian Guaranty
MACEDONIA 219,998.74 70.00 No MI
MEMPHIS 58,215.35 84.37 Radian Guaranty
LONG BEACH 245,000.00 70.00 No MI
LITTLE FALLS 52,762.73 80.00 No MI
MEMPHIS 55,169.76 85.00 Radian Guaranty
WASHINGTON 298,199.99 70.00 No MI
PORTLAND 162,254.22 69.99 No MI
JAMAICA BEACH 441,000.00 70.00 No MI
PUYALLUP 162,999.99 65.20 No MI
CHICAGO HEIGHTS 57,354.10 70.00 No MI
MANDEVILLE 172,372.59 80.00 No MI
AMHERST 111,718.94 80.00 No MI
NEW IBERIA 88,560.00 80.00 No MI
MIAMI 238,000.00 70.00 No MI
RIVIERA BEACH 138,649.58 75.00 No MI
LOUISVILLE 81,066.49 70.00 No MI
KANSAS CITY 46,862.50 70.00 No MI
LIVONIA 94,749.85 70.00 No MI
POCATELLO 155,868.94 80.00 No MI
PAWTUCKET 185,369.08 70.00 No MI
LINCOLN 461,621.30 79.30 No MI
WAYNE 86,564.33 85.00 Radian Guaranty
WILMINGTON 101,500.00 70.00 No MI
GARDEN CITY 79,774.98 85.00 Triad Guaranty
MACON 53,925.76 36.08 No MI
WAYNE 84,867.00 85.00 Mortgage Guaranty In
WESTLAND 72,985.61 85.00 Triad Guaranty
NEW CARROLLTON 108,800.00 80.00 No MI
COCOA BEACH 276,000.00 79.77 No MI
BROWNSTOWN TOWNSHIP 101,436.92 70.00 No MI
CANTON 50,216.28 75.00 No MI
BOULDER 199,500.00 70.00 No MI
DAVIS 346,499.98 70.00 No MI
BOULDER 324,800.00 70.00 No MI
TOLEDO 43,817.84 70.00 No MI
RIVERVIEW 140,301.19 80.00 No MI
DRAPER 270,800.00 80.00 No MI
MADISON 111,841.53 70.00 No MI
CORAL GABLES 649,999.19 72.22 No MI
CHULA VISTA 393,000.00 76.76 No MI
MEMPHIS 47,966.12 80.00 No MI
PONCHATOULA 97,274.11 70.00 No MI
BATON ROUGE 82,815.34 70.00 No MI
MEMPHIS 47,966.12 80.00 No MI
TOMBALL 44,206.34 70.00 No MI
MEMPHIS 50,014.68 76.06 No MI
MEMPHIS 51,003.97 80.00 No MI
TOPPENISH 79,936.03 80.00 No MI
CHATTANOOGA 61,398.89 75.00 No MI
MEMPHIS 49,964.71 80.00 No MI
BALTIMORE 95,900.00 70.00 No MI
MIRAMAR 175,000.00 70.00 No MI
WADSWORTH 97,000.00 63.40 No MI
AIKEN 49,716.13 80.00 No MI
MILFORD 119,917.42 80.00 No MI
HIALEAH 493,159.57 80.00 No MI
MANTEO 749,354.26 69.77 No MI
BOSTON 449,573.02 24.32 No MI
NORMAN 78,927.25 70.00 No MI
SAN JOSE 448,613.42 69.08 No MI
SAINT LOUIS 62,952.06 70.00 No MI
EASTLAKE 70,891.61 80.00 No MI
SANDY 150,370.42 70.00 No MI
COOKEVILLE 90,999.99 70.00 No MI
SPOKANE 103,999.99 65.00 No MI
WINSTON SALEM 53,588.09 75.00 No MI
VANCOUVER 192,000.00 75.29 No MI
SHREVEPORT 111,820.35 80.00 No MI
HIGHLAND 479,500.00 70.00 No MI
SARATOGA SPRINGS 82,847.03 70.00 No MI
MIAMI BEACH 284,249.99 75.00 No MI
COLUMBUS 79,939.13 86.96 Radian Guaranty
ALBUQUERQUE 149,600.00 80.00 No MI
PHILADELPHIA 39,971.05 80.00 No MI
GLENS FALLS 129,393.85 70.00 No MI
PRAIRIEVILLE 239,003.93 80.00 No MI
KEY LARGO 970,000.00 74.62 No MI
PITTSBURGH 46,860.60 70.00 No MI
NEW HYDE PARK 472,122.15 75.00 No MI
JACKSON 50,221.95 69.82 No MI
HATTIESBURG 67,442.06 69.98 No MI
MIAMI 331,292.48 80.00 No MI
LIVERMORE 675,035.13 70.00 No MI
NEW HAVEN 147,750.77 70.00 No MI
LOS ANGELES 305,199.99 70.00 No MI
LOUISVILLE 105,917.31 69.98 No MI
East Williston 734,285.62 66.82 No MI
DANVILLE 103,517.16 70.00 No MI
PALM COAST 192,500.00 70.00 No MI
FORT WORTH 110,435.33 70.00 No MI
MIAMI 149,573.38 75.00 No MI
METHUEN 307,493.60 70.00 No MI
BOGALUSA 62,896.42 70.00 No MI
HOUSTON 86,286.03 77.23 No MI
KUNA 97,825.51 69.94 No MI
LAFAYETTE 54,664.44 80.00 No MI
HIGHLAND PARK 886,801.10 70.00 No MI
Houston 97,931.51 65.00 No MI
NORFOLK 202,500.00 90.00 Mortgage Guaranty In
SARATOGA SPRINGS 129,500.00 70.00 No MI
WAXAHACHIE 336,000.00 80.00 No MI
RUSHVILLE 190,492.18 74.41 No MI
MEMPHIS 47,966.12 80.00 No MI
GENEVA 139,300.00 70.00 No MI
NETCONG 297,500.00 70.00 No MI
DOTHAN 136,000.00 79.53 No MI
LIVERMORE 997,500.00 67.63 No MI
CLEARWATER 128,520.00 68.00 No MI
CONCORD 548,000.00 80.00 No MI
UNIONDALE 324,450.00 75.00 No MI
DES PLAINES 251,200.00 80.00 No MI
LOMA LINDA 119,200.00 80.00 No MI
MIAMI LAKES 647,500.00 70.00 No MI
CHICAGO 115,500.00 70.00 No MI
YORK 1,387,500.00 75.12 No MI
MESA 134,999.99 90.00 Radian Guaranty
SOMERVILLE 369,600.00 70.00 No MI
NEWPORT 64,500.00 75.00 No MI
EUFUALA 45,999.99 74.19 No MI
SOMERVILLE 375,900.00 70.00 No MI
BELGRADE 416,000.00 46.22 No MI
CUMBERLAND 61,500.00 75.00 No MI
NEW IBERIA 76,000.00 80.00 No MI
EUFUALA 45,492.99 69.99 No MI
SPRINGFIELD 137,900.00 70.00 No MI
COLUMBIA 85,750.00 70.00 No MI
WOODHAVEN 120,400.00 70.00 No MI
PORTSMOUTH 124,000.00 80.00 No MI
NEWBERRY 123,655.00 70.00 No MI
ROGERS 122,364.00 80.00 No MI
MOUNTAIN VIEW 841,500.00 75.00 No MI
TALLAHASSEE 120,750.00 75.00 No MI
RIVERSIDE 650,000.00 78.60 No MI
BAKER 61,519.99 80.00 No MI
NEW ORLEANS 129,499.99 79.45 No MI
PHILADELPHIA 39,525.00 85.00 Radian Guaranty
ST. LOUIS 64,400.00 70.00 No MI
PHILADELPHIA 39,525.00 85.00 Mortgage Guaranty In
BALTIMORE 80,500.00 70.00 No MI
JACKSON 177,600.00 80.00 No MI
PHILADELPHIA 39,525.00 85.00 Mortgage Guaranty In
COVINGTON 64,500.00 75.00 No MI
COATESVILLE 66,399.99 80.00 No MI
ORLANDO 124,950.00 70.00 No MI
LAS VEGAS 596,250.00 75.00 No MI
PAWTUCKET 216,999.99 70.00 No MI
KLAMATH FALLS 500,000.00 80.00 No MI
LOVELAND 151,999.99 80.00 No MI
LAS VEGAS 166,599.99 70.00 No MI
BAKER 61,519.98 80.00 No MI
BAKER 56,000.00 80.00 No MI
BAKER 56,000.00 80.00 No MI
SPRING 87,500.00 70.00 No MI
DETROIT 52,500.00 75.00 No MI
MOUNT PLEASANT 588,000.00 70.00 No MI
PHILADELPHIA 59,200.00 80.00 No MI
MIAMI 160,791.99 80.00 No MI
WEST PALM BEACH 241,500.00 70.00 No MI
RIDGEWOOD 497,140.00 70.00 No MI
SAN DIEGO 602,000.00 70.00 No MI
ROWLAND HEIGHTS 351,200.00 80.00 No MI
VIRGINIA BEACH 979,997.39 69.50 No MI
NEW ORLEANS 101,388.00 70.00 No MI
PALOS HILLS 128,099.99 70.00 No MI
NEW ORLEANS 120,050.00 70.00 No MI
MIAMI 84,630.00 70.00 No MI
CHICAGO 145,000.00 67.76 No MI
OLYMPIA FIELDS 206,400.00 80.00 No MI
JACKSONVILLE 75,225.00 85.00 Mortgage Guaranty In
RALEIGH 86,399.99 80.00 No MI
CHICAGO 102,900.00 70.00 No MI
ROUND LAKE 280,000.00 80.00 No MI
BRENTWOOD 455,000.00 70.00 No MI
WILMINGTON 69,749.99 75.00 No MI
PERRIS 604,000.00 80.00 No MI
COLUMBIA 281,600.00 80.00 No MI
LAS VEGAS 1,000,000.00 66.67 No MI
BALTIMORE 34,500.00 72.63 No MI
COVINGTON 63,750.00 75.00 No MI
CHICAGO 878,472.00 70.00 No MI
GALESVILLE 750,000.00 60.00 No MI
MIAMI 218,400.00 80.00 No MI
LAFAYETTE 89,600.00 80.00 No MI
SPANISH FORK 113,300.00 69.98 No MI
PAINESVILLE 134,400.00 80.00 No MI
NORTH WILDWOOD 230,235.25 75.00 No MI
BLAUVELT 359,650.00 78.18 No MI
RESTON 203,000.00 69.76 No MI
CHATTANOOGA 126,000.00 70.00 No MI
RANCHO PALOS VERDES 843,750.00 75.00 No MI
EUGENE 618,000.00 69.99 No MI
HARTFORD 165,900.00 70.00 No MI
JOLIET 203,000.00 70.00 No MI
COCONUT GROVE 769,999.99 70.00 No MI
BERKELEY 637,499.99 75.00 No MI
SEDRO WOOLLEY 258,000.00 75.00 No MI
MANSFIELD 71,400.00 70.00 No MI
CHICAGO 124,000.00 80.00 No MI
WHITMAN 224,700.00 70.00 No MI
BOZEMAN 629,999.99 70.00 No MI
SAINT LOUIS 47,950.00 70.00 No MI
HOUSTON 59,500.00 70.00 No MI
URBANA 60,899.99 70.00 No MI
SEATTLE 112,349.99 70.00 No MI
WILDOMAR 297,799.98 80.00 No MI
OAKLAND 312,000.00 80.00 No MI
ORLANDO 207,919.99 80.00 No MI
MARATHON 276,500.00 70.00 No MI
FAR ROCKAWAY 455,000.00 70.00 No MI
IRVINGTON 185,500.00 70.00 No MI
SAN DIEGO 840,000.00 70.00 No MI
FORT LAUDERDALE 1,690,000.00 65.00 No MI
FORT LAUDERDALE 144,800.00 80.00 No MI
BROOKLYN 647,500.00 69.62 No MI
LOMBARD 184,800.00 70.00 No MI
BUFFALO GROVE 89,600.00 70.00 No MI
AURORA 128,000.00 80.00 No MI
NORTHLAKE 174,975.52 70.00 No MI
ELGIN 137,200.00 70.00 No MI
MERRIMACK 149,800.00 68.72 No MI
ORANGE PARK 180,000.00 80.00 No MI
ISLE OF PALMS 2,000,000.00 57.14 No MI
PRINCETON 399,000.00 70.00 No MI
WALESKA 188,000.00 80.00 No MI
ACWORTH 120,000.00 80.00 No MI
CHARLOTTE 85,050.00 69.97 No MI
STONE MOUNTAIN 92,250.00 75.00 No MI
ROUND LAKE BEACH 128,800.00 68.88 No MI
CHARLOTTE 50,400.00 80.00 No MI
VENICE 716,250.00 75.00 No MI
SHASTA LAKE 209,925.00 75.00 No MI
CHICAGO 128,000.00 80.00 No MI
WINSTON SALEM 76,300.00 70.00 No MI
LITHONIA 71,250.00 75.00 No MI
CARROLLTON 98,000.00 70.00 No MI
WILMINGTON 67,200.00 80.00 No MI
CAPE CORAL 458,500.00 70.00 No MI
SPARTANBURG 71,400.00 85.00 Radian Guaranty
PAWTUCKET 204,400.00 70.00 No MI
LORAIN 34,299.99 70.00 No MI
TAMARAC 130,193.00 70.00 No MI
CHICAGO 363,930.00 70.00 No MI
LEESBURG 763,390.00 75.00 No MI
NEWTOWN 805,000.00 70.00 No MI
STONE MOUNTAIN 105,000.00 75.00 No MI
CARLSBAD 529,375.00 70.00 No MI
PROVIDENCE 122,500.00 70.00 No MI
ROHNERT PARK 214,500.00 65.00 No MI
DEDHAM 2,324,399.99 64.57 No MI
TACOMA 136,000.00 80.00 No MI
LOS ANGELES 550,000.00 64.71 No MI
SOUTH PORTLAND 144,000.00 80.00 No MI
TOBACCOVILLE 105,600.00 77.08 No MI
ENTERPRISE 81,130.00 69.99 No MI
CHESTERLAND 220,800.00 80.00 No MI
CINCINNATI 73,600.00 80.00 No MI
COLUMBUS 207,000.00 90.00 Mortgage Guaranty In
BROOKLYN 650,000.00 68.42 No MI
BROOKLYN 399,000.00 70.00 No MI
LEXINGTON 92,399.99 80.00 No MI
PURDYS 321,600.00 80.00 No MI
BROOMFIELD 275,000.00 73.33 No MI
GREER 52,430.00 70.00 No MI
GREER 52,430.00 70.00 No MI
BOCA GRANDE 385,000.00 70.00 No MI
SUN VALLEY 216,000.00 80.00 No MI
DENVER 131,600.00 70.00 No MI
MOBILE 115,430.00 70.00 No MI
COLUMBUS 175,500.00 90.00 Radian Guaranty
VAIL 511,000.00 70.00 No MI
HIALEAH 117,600.00 70.00 No MI
TAMPA 104,999.99 70.00 No MI
COLUMBUS 166,500.00 87.63 Mortgage Guaranty In
PEORIA 423,500.00 70.00 No MI
GAINESVILLE 492,030.00 70.00 No MI
PHILADELPHIA 35,275.00 85.00 Radian Guaranty
ATTLEBORO 166,949.44 70.00 No MI
PHILADELPHIA 35,275.00 85.00 Radian Guaranty
COLD SPRING 108,640.00 70.00 No MI
WESLEY CHAPEL 238,000.00 70.00 No MI
CHARLOTTE 750,000.00 68.18 No MI
PHILADELPHIA 39,525.00 85.00 Mortgage Guaranty In
OOLTEWAH 92,000.00 80.00 No MI
NEW BEDFORD 118,929.99 70.00 No MI
SHIRLEY 259,000.00 70.00 No MI
PORT ROYAL 83,300.00 70.00 No MI
GARNERVILLE 196,000.00 80.00 No MI
STONE MOUNTAIN 164,500.00 70.00 No MI
BERKLEY 164,500.00 70.00 No MI
WESTLAND 115,499.99 70.00 No MI
EVANSTON 268,000.00 78.82 No MI
MIAMI BEACH 1,500,000.00 60.00 No MI
CINCINNATI 63,000.00 61.76 No MI
PALM BAY 81,900.00 70.00 No MI
QUEEN CREEK 192,500.00 70.00 No MI
BREAUX BRIDGE 123,599.99 80.00 No MI
PALM BAY 256,000.00 80.00 No MI
MARRERO 117,600.00 80.00 No MI
DECATUR 156,000.00 80.00 No MI
COLLEGE PARK 208,000.00 80.00 No MI
PANACEA 875,000.00 70.00 No MI
WEST PALM BEACH 105,000.00 70.00 No MI
MAGNOLIA SPRINGS 455,000.00 70.00 No MI
BALTIMORE 30,850.00 71.74 No MI
PENSACOLA 44,800.00 70.00 No MI
SPRING VALLEY 413,000.00 70.00 No MI
LADSON 63,000.00 68.11 No MI
NASHVILLE 52,000.00 80.00 No MI
KANNAPOLIS 75,250.00 70.00 No MI
COVENTRY 210,000.00 70.00 No MI
COMMERCE CITY 141,528.00 80.00 No MI
PENSACOLA 101,500.00 70.00 No MI
PENSACOLA 101,500.00 70.00 No MI
WAYNE 101,999.99 75.00 No MI
COLLEGE PARK 74,900.00 65.13 No MI
HICKSVILLE 448,500.00 78.68 No MI
DACONO 179,755.00 80.00 No MI
SOUTHAMPTON 567,000.00 70.00 No MI
WAYNE 83,999.99 75.00 No MI
COVINGTON 64,800.00 80.00 No MI
VERO BEACH 231,750.00 75.00 No MI
GASTONIA 64,800.00 80.00 No MI
BOILING SPRINGS 128,349.99 85.00 Triad Guaranty
CHICAGO 474,000.00 80.00 No MI
ST PETERSBURG 176,680.00 70.00 No MI
WATERBURY 185,500.00 70.00 No MI
AURORA 118,299.40 70.00 No MI
SAN LEANDRO 446,250.00 75.00 No MI
PALOS PARK 696,500.00 70.00 No MI
CORNELIUS 283,500.00 69.15 No MI
NAPERVILLE 143,500.00 70.00 No MI
TAYLORSVILLE 200,000.00 80.00 No MI
WINSTON SALEM 83,250.00 75.00 No MI
LOS LUNAS 92,000.00 80.00 No MI
GARDEN CITY 80,999.99 75.00 No MI
BALTIMORE 70,000.00 40.46 No MI
LINCOLN 900,000.00 74.21 No MI
POWDER SPRINGS 141,050.00 70.00 No MI
BLACKLICK 87,850.00 70.00 No MI
BALTIMORE 100,585.24 90.00 Radian Guaranty
WINSTON SALEM 45,800.00 73.87 No MI
MEMPHIS 66,374.99 75.00 No MI
SUMMERVILLE 131,310.00 79.81 No MI
WINSTON SALEM 66,000.00 75.00 No MI
HAMPTON 228,899.99 70.00 No MI
CLEARWATER 117,600.00 70.00 No MI
GLOCESTER 618,000.00 75.00 No MI
PHILADELPHIA 43,500.00 75.00 No MI
SALISBURY 204,000.00 80.00 No MI
SACRAMENTO 533,000.00 73.52 No MI
PHILADELPHIA 46,399.99 80.00 No MI
STATEN ISLAND 469,000.00 70.00 No MI
ALAMO 900,000.00 69.01 No MI
BATON ROUGE 55,920.00 80.00 No MI
TALLAHASSEE 114,800.00 70.00 No MI
ANDERSON 103,599.99 80.00 No MI
BIRMINGHAM 47,150.00 74.25 No MI
PORT JEFFERSON STATION 255,000.00 69.86 No MI
HOFFMAN ESTATES 70,400.00 66.42 No MI
FALLS CHURCH 435,000.00 75.00 No MI
NORTHBROOK 333,600.00 80.00 No MI
CHICAGO 126,000.00 53.62 No MI
ROANOKE 117,200.00 80.00 No MI
PARKLAND 1,000,000.00 71.43 No MI
HARVEY 87,500.00 64.81 No MI
LA QUINTA 349,989.99 70.00 No MI
BATON ROUGE 55,920.00 80.00 No MI
ATLANTA 450,000.00 75.00 No MI
BOYNTON BEACH 141,400.00 70.00 No MI
CHICAGO 81,899.99 70.00 No MI
MIAMI 265,000.00 67.95 No MI
CHICAGO 81,899.99 70.00 No MI
MARGATE 240,000.00 80.00 No MI
SANDY 201,177.00 80.00 No MI
WASHINGTON 304,000.00 80.00 No MI
GALLATIN 65,617.88 70.00 No MI
CHESAPEAKE BEACH 372,000.00 80.00 No MI
KISSIMMEE 379,350.00 79.99 No MI
WINSTON SALEM 53,500.00 74.31 No MI
MONTGOMERY 226,000.00 79.30 No MI
DALLAS 66,400.00 80.00 No MI
DES PLAINES 116,900.00 70.00 No MI
OYSTER BAY 409,500.00 70.00 No MI
ATLANTA 175,000.00 70.00 No MI
CHICAGO 197,747.12 64.84 No MI
EAST HAMPTON 552,790.00 70.00 No MI
MANCHESTER 133,000.00 70.00 No MI
CARMEL 409,500.00 70.00 No MI
PALM BEACH 1,190,000.00 70.00 No MI
SPRINGFIELD 150,500.00 70.00 No MI
MESA 94,500.00 70.00 No MI
Fort Lauderdale 461,000.00 34.79 No MI
KISSIMMEE 96,000.00 44.65 No MI
WILLOUGHBY 90,930.00 70.00 No MI
Lafayette Hill 638,212.23 78.05 No MI
East Hampton 600,000.00 22.56 No MI
Alexandria 500,000.01 45.55 No MI
Los Angeles 266,264.87 65.00 No MI
Montgomery 83,200.00 80.00 No MI
TUPELO 90,000.00 75.00 No MI
MOUNT VERNON 1,000,000.00 71.43 No MI
Charlotte 187,877.52 90.00 GE Capital MI
TUCSON 112,919.36 65.00 No MI
Auburn Hills 144,000.00 80.00 No MI
SILVER SPRING 212,000.00 80.00 No MI
LOUISVILLE 68,950.00 70.00 No MI
SAINT LOUIS 93,750.00 75.00 No MI
NASHVILLE 118,978.45 70.00 No MI
SAINT LOUIS 93,750.00 75.00 No MI
SAINT LOUIS 93,749.99 75.00 No MI
SHERWOOD 350,647.00 70.00 No MI
SAINT LOUIS 93,750.00 75.00 No MI
WAXHAW 975,000.00 75.00 No MI
MORENO VALLEY 257,500.00 69.78 No MI
ANDERSON 103,599.99 80.00 No MI
TOPEKA 147,000.00 70.00 No MI
ANDERSON 112,800.00 80.00 No MI
HATTIESBURG 51,800.00 70.00 No MI
MOUNT AIRY 507,500.00 70.00 No MI
LEXINGTON 94,500.00 70.00 No MI
LEXINGTON 84,000.00 70.00 No MI
RALEIGH 85,599.99 80.00 No MI
RALEIGH 82,400.00 80.00 No MI
CROWN POINT 98,000.00 70.00 No MI
RALEIGH 86,400.00 80.00 No MI
DENVER 862,500.00 75.00 No MI
CHICAGO 780,000.00 59.54 No MI
WOODBRIDGE 410,200.00 70.00 No MI
FORT COLLINS 155,400.00 79.29 No MI
SAN RAFAEL 164,999.99 20.37 No MI
HIGH POINT 35,700.00 70.00 No MI
HUNTINGTON BEACH 332,000.00 80.00 No MI
CHICAGO 264,800.00 80.00 No MI
DENVER 115,500.00 70.00 No MI
ELMHURST 650,000.00 78.79 No MI
KISSIMMEE 158,695.27 70.00 No MI
OAKLAND 388,000.00 80.00 No MI
RALEIGH 89,600.00 80.00 No MI
HIGH POINT 36,050.00 70.00 No MI
TOPEKA 147,000.00 70.00 No MI
NAGS HEAD 503,750.00 65.00 No MI
LYNN 228,000.00 80.00 No MI
SACRAMENTO 258,400.00 80.00 No MI
NEW ORLEANS 308,000.00 80.00 No MI
FALLON 146,999.83 70.00 No MI
GAITHERSBURG 296,000.00 80.00 No MI
SALT LAKE CITY 115,150.00 69.79 No MI
CHARLOTTESVILLE 497,250.00 65.00 No MI
EAST FALMOUTH 201,600.00 70.00 No MI
MINNEAPOLIS 174,919.00 70.00 No MI
DETROIT 75,600.00 70.00 No MI
CHESAPEAKE 168,000.00 80.00 No MI
RIDGEWOOD 490,000.00 70.00 No MI
BROOKLYN 396,900.00 69.99 No MI
SARASOTA 660,000.00 62.86 No MI
Terrell 93,141.11 80.00 No MI
Terrell 87,327.46 80.00 No MI
Fort Worth 136,071.97 80.00 No MI
Fresno 122,721.53 80.00 No MI
Spring 127,941.49 79.82 No MI
Memphis 107,826.74 80.00 No MI
Terrell 77,543.83 80.00 No MI
Terrell 85,150.32 80.00 No MI
Plano 135,921.76 80.00 No MI
Athens 53,385.88 80.00 No MI
Washington 63,571.52 80.00 No MI
Crowley 108,000.00 80.00 No MI
Missouri City 119,068.27 80.00 No MI
Island Park 939,574.66 80.00 No MI
Broken Arrow 65,908.86 80.00 No MI
Aylett 119,901.64 72.29 No MI
WALPOLE 517,141.04 80.00 No MI
AGOURA HILLS 452,248.10 65.00 No MI
LAWRENCEVILLE 115,267.19 80.00 No MI
TUCSON 974,539.57 74.07 No MI
NEWPORT 642,052.79 75.00 No MI
CANTON 417,337.40 80.00 No MI
FORT MYERS 164,428.53 80.00 No MI
Worcester 279,259.35 80.00 No MI
MINNEAPOLIS 140,800.00 80.00 No MI
GILBERTSVILLE 319,768.39 80.00 No MI
REDONDO BEACH 645,496.64 55.32 No MI
Fort Myers 117,016.13 80.00 No MI
HILLSIDE 199,288.28 80.00 No MI
Norwich 223,465.74 79.99 No MI
HARRISBURG 117,250.00 70.00 No MI
GAINESVILLE 449,336.18 78.45 No MI
PORT RICHEY 158,650.00 95.00 Mortgage Guaranty In
LLANO AREA 406,775.39 80.00 No MI
COLORADO CITY 65,612.03 75.00 No MI
YUMA 191,116.51 80.00 No MI
SAN ANTONIO 119,917.41 80.00 No MI
SAN DIEGO 308,229.86 60.73 No MI
MISSION 102,940.73 80.00 No MI
BRUNSWICK HILLS 167,128.78 80.00 No MI
YPSILANTI 170,557.67 80.00 No MI
OAK GROVE 71,200.00 80.00 No MI
NASHVILLE 129,100.00 94.93 PMI
CAPE CORAL 480,000.00 80.00 No MI
CONCORD 430,000.00 74.78 No MI
JACKSONVILLE 476,000.00 70.00 No MI
HENDERSON 628,512.81 80.00 No MI
BRUNSWICK 202,264.98 80.00 No MI
DALLAS 73,220.62 65.00 No MI
DALLAS 63,670.12 65.00 No MI
EAST MORICHES 1,325,814.20 70.00 No MI
Cedar Hill 79,741.82 80.00 No MI
Dothan 194,442.03 79.59 No MI
Valley Village 347,700.00 64.99 No MI
Albany 57,313.98 70.00 No MI
Albany 66,952.21 70.00 No MI
Baltimore 58,891.00 75.00 No MI
Hitchcock 54,363.50 80.00 No MI
Oak Leaf 154,293.74 80.00 No MI
Calexico 230,273.63 75.00 No MI
HOUSTON 100,111.16 80.00 No MI
HUMBLE 105,953.76 80.00 No MI
Circle Pines 129,743.81 79.98 No MI
KATY 101,153.45 80.00 No MI
Sunrise 307,788.04 80.00 No MI
CHARLOTTE 365,484.28 80.00 No MI
Dallas 50,888.57 67.11 No MI
El Monte 372,000.00 80.00 No MI
Charlotte 92,627.64 80.00 No MI
WINDSOR 513,642.24 75.63 No MI
Stafford 224,000.00 80.00 No MI
Waterville Valley 498,977.96 61.73 No MI
Granada Hills 554,173.65 69.38 No MI
Maumelle 179,441.54 80.00 No MI
Highland 210,461.37 59.23 No MI
BALTIMORE 86,876.79 75.00 No MI
Falls Church 94,835.95 39.58 No MI
Canton 111,796.95 74.67 No MI
Plano 162,533.59 70.87 No MI
Spring 95,773.97 80.00 No MI
Minneapolis 269,306.49 65.00 No MI
Minneapolis 169,746.89 80.00 No MI
Saint Paul 265,382.29 80.00 No MI
Miami 1,449,736.45 70.00 No MI
DENTON 94,618.90 80.00 No MI
GAINESVILLE 60,918.05 80.00 No MI
HUNTSVILLE 194,850.00 90.00 PMI
DENTON 90,245.97 80.00 No MI
DALLAS 50,361.65 80.00 No MI
Maywood 63,007.69 65.00 No MI
Tyler 43,578.36 70.00 No MI
Jefferson 241,038.16 90.00 GE Capital MI
JACKSONVILLE 63,668.42 75.00 No MI
Phoenixville 44,575.17 80.00 No MI
TYLER 27,631.44 70.00 No MI
HOUSTON 118,232.34 80.00 No MI
Royal Oak 113,923.51 80.00 No MI
Hightstown 279,492.38 80.00 No MI
Belton 102,192.35 80.00 No MI
Ellicott City 445,679.75 65.00 No MI
Paterson 335,474.19 80.00 No MI
MANASSAS 282,488.11 61.47 No MI
Springfield 182,330.97 48.54 No MI
INDIANAPOLIS 51,936.76 80.00 No MI
INDIANAPOLIS 51,936.76 80.00 No MI
LOUISVILLE 68,210.81 90.00 Triad Guaranty
CONVERSE 67,942.87 80.00 No MI
Austin 89,313.45 78.12 No MI
CHARLOTTE 43,940.75 80.00 No MI
CHANNELVIEW 74,142.18 75.00 No MI
HOUSTON 75,088.03 80.00 No MI
AUSTIN 63,250.86 74.97 No MI
Aurora 120,899.17 80.00 No MI
Saint Louis 97,500.00 65.00 No MI
KATY 98,253.48 80.00 No MI
MOUNT CARMEL 92,094.95 80.00 No MI
LAKE JACKSON 249,528.35 80.00 No MI
Cambridge 549,050.26 56.12 No MI
FORTH WORTH 89,112.00 80.00 No MI
Houston 69,710.69 80.00 No MI
AUSTIN 101,396.56 80.00 No MI
Lubbock 53,934.35 80.00 No MI
DALLAS 70,545.52 80.00 No MI
LOS ANGELES 399,750.00 65.21 No MI
HOUSTON 67,499.35 80.00 No MI
FORT WORTH 49,832.70 59.53 No MI
Longport 722,108.30 80.75 Republic MIC
Providence 275,374.18 80.00 No MI
Edgewater 420,000.00 79.25 No MI
DELMAR 163,743.35 80.00 No MI
Memphis 46,343.58 80.00 No MI
ELIZABETHTON 59,131.63 80.00 No MI
PITTSBURGH 68,748.94 80.00 No MI
Carlisle 63,958.13 80.00 No MI
LANSING 54,244.99 80.00 No MI
LANSING 53,446.09 80.00 No MI
MCKNIGHTSTOWN 259,612.87 76.47 No MI
ABBOTTSTOWN 151,688.09 80.00 No MI
LOCKPORT 125,923.67 70.00 No MI
New Hope 349,491.75 45.16 No MI
GETTYSBURG 207,602.61 80.00 No MI
SALISBURY 143,669.17 79.99 No MI
KNOXVILLE 77,536.01 80.00 No MI
KISSIMMEE 158,950.87 80.00 No MI
Lothian 481,000.00 65.00 No MI
Philadelphia 46,293.43 80.00 No MI
Philadelphia 44,697.10 80.00 No MI
Temple Hills 147,576.52 80.00 No MI
Sevierville 205,502.85 80.00 No MI
Curtis Bay 220,800.00 80.00 No MI
Nashua 125,796.80 69.98 No MI
Brookline 311,779.79 80.00 No MI
Bronx 423,660.93 80.00 No MI
Naples 295,559.29 80.00 No MI
Saint Francis 142,187.96 80.00 No MI
Coon Rapids 172,323.30 80.00 No MI
Columbia Heights 259,880.00 80.00 No MI
Louisville 112,644.23 80.00 No MI
Katy 104,669.26 80.00 No MI
Oneonta 134,951.45 80.00 No MI
PEARLAND 106,779.71 80.00 No MI
De Soto 180,031.76 80.00 No MI
Houston 112,948.33 75.00 No MI
Cleveland 123,735.75 80.00 No MI
SAN BERNARDINO 194,706.77 60.00 No MI
SAN BERNARDINO 212,552.35 60.00 No MI
Dallas 48,641.51 75.00 No MI
San Antonio 74,357.19 80.00 No MI
Laguna Vista 259,561.89 77.61 No MI
Mansfield 46,087.87 65.00 No MI
Mesquite 65,499.87 80.00 No MI
Lake Jackson 77,889.54 80.00 No MI
Houston 167,716.91 80.00 No MI
Corpus Christi 51,607.15 65.00 No MI
FENWICK ISLAND 938,286.89 60.00 No MI
LAFAYETTE 50,941.10 75.00 No MI
MALIBU 741,750.00 75.00 No MI
IRVINE 590,192.83 80.00 No MI
TYLER 119,854.09 80.00 No MI
MONTGOMERY 473,165.81 78.92 No MI
GARLAND 65,814.25 80.00 No MI
Garland 143,757.35 80.00 No MI
FARMERSVILLE 85,925.84 71.88 No MI
GILBERT 482,705.45 74.20 No MI
San Francisco 551,013.43 52.52 No MI
FORT MEYERS 504,000.00 61.09 No MI
Lorton 134,295.71 42.09 No MI
UNIONVILLE 279,516.50 80.00 No MI
Dover 213,499.85 77.00 No MI
Aldan 187,838.14 80.00 No MI
Newtown 206,859.33 80.00 No MI
Pennsauken 146,288.60 80.00 No MI
YUCCA VALLEY 125,000.00 58.41 No MI
TAVARES 136,396.67 70.00 No MI
ABERDEEN 104,716.78 67.09 No MI
WALDEN 234,500.00 70.00 No MI
FALL RIVER 205,822.64 68.67 No MI
BONITA SPRINGS 136,162.05 70.00 No MI
ISSAQUAH 354,799.99 80.00 No MI
MISSOURI CITY 84,321.83 79.62 No MI
IDAHO FALLS 101,420.82 70.00 No MI
MEDINA 144,695.19 80.00 No MI
SNOHOMISH 297,951.00 80.00 No MI
SEATTLE 359,200.00 80.00 No MI
THOMASTON 30,960.34 72.09 No MI
MOORESVILLE 150,299.99 70.00 No MI
THOMASTON 30,960.34 72.09 No MI
SAN ANTONIO 94,150.00 70.00 No MI
RENO 256,000.00 80.00 No MI
NORTH AURORA 127,292.97 70.00 No MI
SPOKANE 106,320.24 75.00 No MI
DICKINSON 67,767.74 76.60 No MI
SYRACUSE 69,935.17 70.00 No MI
MOUNT SINAI 445,555.70 80.00 No MI
SPRINGFIELD 137,250.00 75.00 No MI
SPRINGFIELD 137,250.00 75.00 No MI
SYRACUSE 37,420.05 70.00 No MI
CATHEDRAL CITY 203,000.00 70.00 No MI
RIVERDALE 130,290.44 80.00 No MI
PHILADELPHIA 62,945.76 70.00 No MI
ATLANTA 104,909.60 70.00 No MI
MIAMI 129,499.99 70.00 No MI
HIDDEN VALLEY 149,491.72 80.00 No MI
BALTIMORE 91,000.00 70.00 No MI
BRONX 359,758.45 75.00 No MI
BROOKLYN 367,206.11 70.00 No MI
WOOD DALE 197,400.00 70.00 No MI
CORAL SPRINGS 151,200.00 70.00 No MI
COVINGTON 141,095.93 71.38 No MI
JAMAICA 409,188.41 70.00 No MI
DALLAS 138,286.55 80.00 No MI
GERMANTOWN 224,930.50 62.50 No MI
HALETHORPE 90,923.54 70.00 No MI
OSPREY 497,000.00 70.00 No MI
LAS VEGAS 182,000.00 70.00 No MI
PACOLET 113,817.56 85.00 Mortgage Guaranty In
FRANKLINTON 85,335.01 79.07 No MI
FOUNTAIN HILLS 307,220.00 55.86 No MI
PIKESVILLE 191,959.81 80.00 No MI
NORTHAMPTON 278,782.36 75.00 No MI
MENIFEE 350,000.00 70.00 No MI
SPOKANE VALLEY 95,000.00 68.35 No MI
YOUNGSTOWN 187,200.00 80.00 No MI
NORTHBROOK 293,999.99 70.00 No MI
WALDORF 179,120.00 80.00 No MI
SEFFNER 73,379.15 70.00 No MI
MANDEVILLE 175,877.88 42.34 No MI
CARLSBAD 652,762.00 65.00 No MI
LAUDERDALE LAKES 46,781.12 70.00 No MI
GULFPORT 62,602.33 70.00 No MI
MIAMI 425,000.00 53.13 No MI
LAUDERDALE LAKES 46,781.12 70.00 No MI
TAMPA 99,320.51 70.00 No MI
COLUMBIA FALLS 39,969.56 80.00 No MI
FULTON 574,875.00 70.00 No MI
LAUDERDALE LAKES 46,781.12 70.00 No MI
MENTOR 153,299.99 69.68 No MI
BRANDON 76,892.38 69.97 No MI
ALVA 492,999.99 79.77 No MI
WILTON 671,449.17 70.00 No MI
GRANTS PASS 514,067.76 70.00 No MI
LOUISVILLE 65,954.58 80.00 No MI
CHELSEA 107,099.99 70.00 No MI
MCHENRY 108,308.84 70.00 No MI
CALIMESA 250,000.00 54.70 No MI
HAMMOND 69,882.04 70.00 No MI
CHOCTAW 84,630.57 70.00 No MI
LODI 288,999.99 63.52 No MI
LAS VEGAS 140,980.44 64.68 No MI
MIAMI 97,930.00 70.00 No MI
UNIVERSITY PLACE 204,000.00 80.00 No MI
BEAVERCREEK 699,411.92 70.00 No MI
KINGSTON 152,992.07 79.27 No MI
SAN JUAN CAPISTRANO 594,512.28 70.00 No MI
CHICAGO 230,824.23 70.00 No MI
BOYNE CITY 87,430.03 70.00 No MI
PAWLEYS ISLAND 500,000.00 48.19 No MI
GRETNA 156,117.35 80.00 No MI
GRETNA 156,117.35 80.00 No MI
HIALEAH 125,999.99 70.00 No MI
RIVERDALE 93,669.28 75.00 No MI
CAPTIVA 984,373.12 70.00 No MI
TOLEDO 51,961.41 80.00 No MI
TAMPA 131,749.99 79.90 No MI
MARKHAM 82,329.06 80.00 No MI
MAGNOLIA 463,580.53 80.00 No MI
WASHINGTON 343,343.33 78.10 No MI
BREMERTON 158,549.42 70.00 No MI
MONTGOMERY 46,369.65 80.00 No MI
MIAMI 311,674.18 70.00 No MI
HEMET 296,175.00 75.00 No MI
CHARDON 57,000.00 38.00 No MI
THOMASTON 33,756.77 78.60 No MI
LOUISVILLE 101,414.73 70.00 No MI
NORTH LAS VEGAS 332,500.00 70.00 No MI
BOSTON 475,999.99 70.00 No MI
FRIENDSWOOD 99,827.32 80.00 No MI
LAKE WALES 272,300.00 69.83 No MI
HUTTO 102,521.99 70.00 No MI
CHICAGO 76,928.68 70.00 No MI
MANDEVILLE 158,465.12 70.00 No MI
FLORENCE 106,710.28 69.83 No MI
SAN BERNARDINO 188,300.00 70.00 No MI
ASHEVILLE 78,691.56 75.00 No MI
COACHELLA 292,750.00 79.99 No MI
FLORENCE 81,749.87 73.21 No MI
FLATWOODS 38,224.34 85.00 Triad Guaranty
SEATTLE 265,999.99 70.00 No MI
SAN RAMON 690,000.00 68.05 No MI
BOSTON 490,000.00 70.00 No MI
PITTSBURG 115,420.51 70.00 No MI
COLUMBUS 135,750.00 75.00 No MI
HATTIESBURG 59,394.71 70.00 No MI
PHOENIX 111,791.99 70.00 No MI
GREER 51,029.99 70.00 No MI
SPRINGFIELD 97,518.01 80.00 No MI
PITTSBURG 385,000.00 70.00 No MI
RANDALLSTOWN 231,200.00 80.00 No MI
MISSION 55,952.95 70.00 No MI
POLLOCK PINES 479,500.00 70.00 No MI
FORT MOHAVE 215,600.00 70.00 No MI
WELCH 330,050.00 70.00 No MI
CARBONDALE 61,600.00 80.00 No MI
FORT MOHAVE 226,099.99 70.00 No MI
GREER 50,330.00 70.00 No MI
SAN BERNARDINO 269,565.70 73.39 No MI
SARASOTA 118,913.88 70.00 No MI
HOPEWELL JUNCTION 491,586.66 80.00 No MI
CHARLOTTE 58,100.00 70.00 No MI
SARASOTA 202,853.08 70.00 No MI
KENSINGTON 577,500.00 70.00 No MI
BEAVERTON 352,300.00 65.00 No MI
PUTNAM 111,815.85 70.00 No MI
ORLANDO 118,904.83 70.00 No MI
SARASOTA 297,284.67 68.39 No MI
EVERETT 168,000.00 71.49 No MI
DECATUR 148,000.00 80.00 No MI
GREENSBORO 43,366.98 70.00 No MI
CHICAGO 208,000.00 79.39 No MI
JACKSONVILLE 62,947.07 64.95 No MI
MANDEVILLE 205,780.50 80.00 No MI
PAINESVILLE 90,853.60 70.00 No MI
JACKSONVILLE 93,750.00 75.00 No MI
JONESBORO 98,640.00 80.00 No MI
WOODLAKE 169,999.99 53.29 No MI
COVINGTON 131,904.46 80.00 No MI
STREETSBORO 82,915.00 70.00 No MI
ERIE 221,599.99 80.00 No MI
FLORENCE 57,481.12 73.04 No MI
SPRING 112,761.99 75.00 No MI
OAKDALE 553,968.97 42.75 No MI
MOUNT JULIET 205,650.00 79.98 No MI
PEORIA 137,900.00 70.00 No MI
FLORENCE 81,749.87 73.21 No MI
RALEIGH 114,004.14 70.00 No MI
SPRINGFIELD 50,269.10 80.00 No MI
FOUNTAIN INN 92,316.47 80.00 No MI
MIAMI 82,529.99 70.00 No MI
PROVO 133,700.00 70.00 No MI
FLORENCE 81,749.87 73.21 No MI
DAVENPORT 150,500.00 70.00 No MI
BAKERSFIELD 291,000.00 79.73 No MI
WASHINGTON 252,000.00 70.00 No MI
FLORENCE 82,754.79 74.11 No MI
CHESTER 37,272.79 80.00 No MI
BREAUX BRIDGE 81,755.10 90.00 Mortgage Guaranty In
IRVINGTON 157,359.41 70.00 No MI
FLORISSANT 152,689.41 80.00 No MI
KILL DEVIL HILLS 996,634.10 62.50 No MI
SUNRISE BEACH 104,918.09 70.00 No MI
FLORENCE 81,749.87 73.21 No MI
WHITE HALL 528,500.00 70.00 No MI
BATON ROUGE 101,348.95 80.00 No MI
OLD HICKORY 63,000.00 70.00 No MI
JOPLIN 71,149.74 80.00 No MI
SANDY 674,460.21 75.00 No MI
PORT SAINT LUCIE 126,000.00 70.00 No MI
KANSAS CITY 40,566.72 70.00 No MI
SACRAMENTO 213,499.98 70.00 No MI
WARREN 438,622.03 60.55 No MI
KENT 242,900.00 70.00 No MI
GREENVILLE 69,946.74 70.00 No MI
HOMEWOOD 300,000.00 55.56 No MI
MESA 146,999.99 70.00 No MI
HUNTINGTON BEACH 829,285.39 66.40 No MI
FREDERICK 102,118.27 70.00 No MI
SOUTH LAKE TAHOE 297,500.00 66.11 No MI
CORAL SPRINGS 194,535.93 75.00 No MI
CTY OF CMMRCE 310,000.00 51.67 No MI
SAN DIEGO 359,650.00 53.28 No MI
HAMPTON 76,230.00 70.00 No MI
MIAMI 141,986.37 70.00 No MI
SCHENECTADY 67,940.01 69.39 No MI
LOS ANGELES 244,902.25 68.06 No MI
LAFAYETTE 54,664.44 80.00 No MI
ELK GROVE 410,400.00 76.00 No MI
NEWPORT NEWS 95,357.81 74.96 No MI
CLEARWATER 82,468.75 70.00 No MI
PORTSMOUTH 80,941.38 90.00 Radian Guaranty
AVON 207,400.00 54.61 No MI
HOLLYWOOD 171,499.99 70.00 No MI
WEST LEBANON 650,000.00 76.56 No MI
TOLEDO 73,535.06 80.00 No MI
GAUTIER 125,888.83 70.00 No MI
MIAMI 107,000.00 61.85 No MI
CANTON 358,000.00 80.00 No MI
BUSHKILL 159,134.74 70.00 No MI
MANDEVILLE 88,827.13 70.00 No MI
RICHARDSON 135,599.99 80.00 No MI
ACTON 218,066.62 80.00 No MI
AUBURN 44,967.43 75.00 No MI
MOUNT JULIET 188,300.00 70.00 No MI
ROCKVILLE 228,200.00 70.00 No MI
AURORA 60,640.25 70.00 No MI
SALT LAKE CITY 109,898.31 70.00 No MI
Clarkston 460,710.99 80.00 No MI
Ferndale 106,157.69 80.00 No MI
539,233,035.48 72.74
CITY1 MERS GROUP_ID LIEN BALLOON
------------------------------------------------------------------------------------------------------------
SHREWSBURY 100102600400496800 I First Lien No
UPLAND 100079620060050271 I First Lien No
WRIGHTWOOD 100079600600503032 I First Lien No
RALEIGH 100245400024439486 I First Lien No
MAGALIA 100245400024157880 I First Lien No
Lilburn 100229330000095954 I First Lien No
EVANS 100245400024165222 I First Lien No
FRESNO 100245400024416336 I First Lien No
HILLSBORO 100245400024435054 I First Lien No
IRVING 100204100000679860 I First Lien No
NORTH LAS VEGAS 100245400024165370 I First Lien No
Spring Hill 100263700000957287 I First Lien No
NORTH PORT 100245400024448875 I First Lien No
Union City 100135813080041173 I First Lien No
NAMPA 100097700070026908 I First Lien No
PATERSON 100246605122000027 I First Lien No
WOODSTOCK 100245400024429271 I First Lien No
Midlothian 100404400000019101 I First Lien No
Suprise 100070705120075764 I First Lien No
Phoenix 100194972150413387 I First Lien No
Las Vegas 100194924150413941 I First Lien No
TOMBALL 100414001000124665 I First Lien No
Lahaina 100095300633340276 I First Lien No
CYPRESS 100414001000128229 I First Lien No
Rowland Heights 100176700002010008 I First Lien No
Tucson 100194972150407462 I First Lien No
Scottsdale 100188601000060548 I First Lien No
Gaithersburg 100271100000189306 I First Lien No
Area of Duarte 100067307000281776 I First Lien No
Hutchinson 100271100000185825 I First Lien No
Sanger 100259810000000636 I First Lien No
Trenton 100133001000517868 I First Lien No
Los Angeles 100311300050033527 I First Lien Yes
Riverdale 100135813130033543 I First Lien No
Henrietta 100098900050629676 I First Lien No
Round Rock 100098900051203281 I First Lien No
TULARE 100311300050035480 I First Lien No
LOUISVILLE 100330705120100527 I First Lien No
SANTA ANA 100183300000262338 I First Lien No
jonesboro 100431900103406979 I First Lien No
Mitchellville 100289400000032641 I First Lien No
Chaska 100431500000001939 I First Lien No
Fairfield 100198900000036203 I First Lien No
Tucson 100101300000010900 I First Lien No
Willow Spring 100196368000695935 I First Lien No
Cypress 100431900103434559 I First Lien No
PEORIA 100199500129894067 I First Lien No
Dallas 100307100000143509 I First Lien No
McDOnough 100032100000613529 I First Lien No
ROCKMART 100032100000620193 I First Lien No
LOS ANGELES 100183300000251141 I First Lien No
FRIDLEY 100200710000107231 I First Lien No
Hammond 100265600004817438 I First Lien No
Cincinnati 100330705120102028 I First Lien No
LAS VEGAS 100062500080566567 I First Lien No
Colorado Springs 100124700070085968 I First Lien No
Burns Township 100431500000002028 I First Lien No
CHARLOTTE 100032100000629047 I First Lien No
MCDONOUGH 100032100000553535 I First Lien No
RYDAL 100032100000623791 I First Lien No
RIVERDALE 10003210000619989 I First Lien No
MCDONOUGH 100032100000613321 I First Lien No
Westlake Village 100101300000010819 I First Lien No
Berkley 100015902222101329 I First Lien No
San Antonio 100102373335104259 I First Lien No
San Leandro 100102373595338704 I First Lien No
Norfolk 100102373570112090 I First Lien No
Rising Sun I First Lien No
Modesto 100030200010105961 I First Lien No
Baltimore 100238500002020544 I First Lien No
Baton Rouge 100039221550016302 I First Lien No
Valley Village Area 100096000005006062 I First Lien No
Tallahassee 100263700000957618 I First Lien No
HUNTSVILLE 100198900000034679 I First Lien No
Hahira 100098900051129031 I First Lien No
Dallas 100098900051155952 I First Lien No
Bloomfield 100022405495112610 I First Lien No
Elizabeth 100034200003997099 I First Lien No
Colorado Springs 100062500080613062 I First Lien No
Huntington Beach 100034200005404177 I First Lien No
Rockland 100307601000034226 I First Lien No
Gilbert 100101309050913301 I First Lien No
RIALTO 10018330000247131 I First Lien No
San Antonio 100102373335105512 I First Lien No
KISSIMMEE 100057400002497305 I First Lien No
SACRAMENTO 100057400002532242 I First Lien No
Georgetown 100057400002398354 I First Lien No
TROY 100057400002319665 I First Lien No
WESTFIELD I First Lien No
LAKE ELSINORE 100057400002507095 I First Lien No
KISSIMMEE 100057400002511246 I First Lien No
ORLANDO 100246605122100009 I First Lien No
Surprise I First Lien No
Greensburg 100022100133385955 I First Lien No
Mcdonough 100135813040071765 I First Lien No
PALM DESERT 100183300000262544 I First Lien No
CHULA VISTA 1007350011605614 I First Lien No
Glendale 100034200005427327 I First Lien No
Temple 100424905110011406 I First Lien No
College Station 100075900735001330 I First Lien No
MISSOURI CITY 100016900059222654 I First Lien No
OCEAN CITY 100027605070704633 I First Lien No
Tomball 100098900051113357 I First Lien No
Valdosta 100098900051142356 I First Lien No
Arlington 100265600004425851 I First Lien No
Van Nuys 100079600710502700 I First Lien No
DOUGLASVILLE 100032100000603942 I First Lien No
Hinesville 100032100000606812 I First Lien No
CONYERS 100032100000607505 I First Lien No
CHARLOTTE 100032100000607844 I First Lien No
Peroia 100070705110074124 I First Lien No
Los Lunas 100124700070095314 I First Lien No
Charlotte 100265600004418872 I First Lien No
WASHINGTON 100212504000226442 I First Lien No
Riverdale 100135813040069504 I First Lien No
LOMITA 100068300111539467 I First Lien No
CARTERSVILLE 10003210000606770 I First Lien No
Grand Junction 100204100000677823 I First Lien No
Scottdale I First Lien No
Valdosta 100098900051132472 I First Lien No
Queen Creek 100101310051000924 I First Lien No
Gilbert 100101309051100528 I First Lien No
SOMERTON 100414001000130175 I First Lien No
Dundalk 100035011300219338 I First Lien No
Clinton 100035020100305528 I First Lien No
Glen Burnie 100035011300220534 I First Lien No
Coral Springs I First Lien No
COVINGTON 100293000131396545 I First Lien No
HUXLEY 100293000131443651 I First Lien No
CHESAPEAKE 100293000131595534 I First Lien No
Center Point 100293000131743621 I First Lien No
Waldorf 100102373385413386 I First Lien No
Upper Marlboro 100218000000159323 I First Lien No
DECATUR 100184609050502008 I First Lien No
AUSTELL 100184601151021012 I First Lien No
Cape Charles 100015305351160993 I First Lien No
Charlotte 100102373505120028 I First Lien No
Tulare 100059400000004143 I First Lien No
Madison 100022100132791955 I First Lien No
Ocoee 100022100132792375 I First Lien No
Kendall Park 100246605120200132 I First Lien No
Bryan 100098900051203315 I First Lien No
West Valley City 100124700070084730 I First Lien No
Tavares 100035010100442132 I First Lien No
Panama City Beach 100022100132792946 I First Lien No
PIQUA 100086600119002832 I First Lien No
San Jose 100034200005402791 I First Lien No
SHOREHAM 100245400023703726 I First Lien No
Kingston 100022100132181363 I First Lien No
Miami 100034200005433077 I First Lien No
Olathe I First Lien No
BUCKEYE 100245400022395078 I First Lien No
Fort Myers I First Lien No
Cape Coral 100022100132793852 I First Lien No
BRIDGEWATER 100102600400493013 I First Lien No
TAMPA 100386100002040657 I First Lien No
BAKERSFIELD 100245400024162997 I First Lien No
Cape Coral I First Lien No
San Marcos 100265600004415381 I First Lien No
CIBOLO 100245400024168663 I First Lien No
De Soto 100265600004419169 I First Lien No
POWAY 100245400024430022 I First Lien No
BOUND BROOK 100245400024425345 I First Lien No
Clearwater 100022100132795006 I First Lien No
PHOENIXVILLE 100367901000017834 I First Lien No
Frisco 100211604000000002 I First Lien No
FREDERICKSBURG 100239100005028419 I First Lien No
New Albany 100022100132795345 I First Lien No
CINCINNATI 100245400024410883 I First Lien No
SPOTSYLVANIA I First Lien No
POTTSTOWN I First Lien No
CONROE 100251800000004777 I First Lien No
PHOENIXVILLE 100367901000017909 I First Lien No
BELLEVUE 100188300350903908 I First Lien No
UNION BRIDGE 100245400024450616 I First Lien No
Baltimore 100127800007257719 I First Lien No
RIO RANCHO 100245400024462744 I First Lien No
NEW OXFORD 100245400024456647 I First Lien No
FREDERICKSBURG 100239100005066914 I First Lien No
Roosevelt 100129810013011008 I First Lien No
Orem 100124700070096767 I First Lien No
Anamosa 100293000131797429 I First Lien No
BALDWIN PARK 100184750511080034 I First Lien No
NOVI 100057400002527382 I First Lien No
North Webster 100039244550008202 I First Lien No
LORTON 100057400002391284 I First Lien No
BOISE 100097700070027963 I First Lien No
CARTERSVILLE 100032100000613438 I First Lien No
ELKHART 100330705120102135 I First Lien No
Wyandotte 100265600004421082 I First Lien No
SHAKER HEIGHTS 100245400024459542 I First Lien No
HATTIESBURG 100245400024465481 I First Lien No
AUSTELL 100245400024412251 I First Lien No
Long Beach 100034200002603458 I First Lien No
College Park 100032100000600211 I First Lien No
Baltimore 100271100000191559 I First Lien No
VILLA RICA 100032100000540516 I First Lien No
Sugar Land 100146850105057070 I First Lien No
East Orange I First Lien No
OKLAHOMA CITY 100245400024165255 I First Lien No
ROCKMART 100032100000614246 I First Lien No
CIBOLO 100245400024168416 I First Lien No
MONROE 100032100000608982 I First Lien No
WOODBURN 100097700070029514 I First Lien No
ROCKVILLE 100245400024471919 I First Lien No
Sterling 100218000000163168 I First Lien No
ELLICOTT CITY 100245400024465515 I First Lien No
Centreville 100218000000163242 I First Lien No
Aurora 100022100131737371 I First Lien No
HAMILTON 100245400024399169 I First Lien No
MEDFORD 100245400024442969 I First Lien No
DUNDALK 100212504000232325 I First Lien No
MILWAUKEE 100272405121361018 I First Lien No
SCOTTSDALE 100245400022418771 I First Lien No
SUMTER 100251800000003852 I First Lien No
GERMANTOWN 100177399051011543 I First Lien No
SILVER SPRING 100177399051112044 I First Lien No
HOUSTON 100245400024166063 I First Lien No
CAPE CORAL 100245400024443454 I First Lien No
ANTHEM 100245400022413764 I First Lien No
Newark 100022100132354945 I First Lien No
Meridian 100034200005445717 I First Lien No
Havelock 100127800007255895 I First Lien No
Port Saint Lucie 100034200005452069 I First Lien No
Denver 100399600000110928 I First Lien No
REDMOND 100245400024168952 I First Lien No
ST. JAMES 100245400023710606 I First Lien No
ALEXANDRIA 100245400024425550 I First Lien No
Gilbert 100194972150414773 I First Lien No
KANSAS CITY 100060800000248326 I First Lien No
GARDEN CITY PARK 100245400023695682 I First Lien No
NORFOLK 100126300000128471 I First Lien No
OCEAN VIEW 100027605121207155 I First Lien No
Salem 100038500010111519 I First Lien No
Spokane Valley 100030200564041257 I First Lien No
Tallahassee 100424905120013384 I First Lien No
Miami 100022100131916223 I First Lien No
Scottsdale 100034200005464445 I First Lien No
EAST WILLISTON 100245400023682235 I First Lien No
BAKERSFIELD 100245400024459054 I First Lien No
FOUNTAIN 100057400002535377 I First Lien No
KALAMAZOO 100245400024455573 I First Lien No
STOCKTON 100086850051000233 I First Lien No
Milford 100102373590149064 I First Lien No
SEVERNA PARK 100245400024461985 I First Lien No
FREDERICK 100027605070501856 I First Lien No
TUCSON 100149413051130040 I First Lien No
Beltsville 100027604062915293 I First Lien No
Long Beach 100034200005401736 I First Lien No
Gloucester City 100238400000460836 I First Lien No
Oakland 100034200005408335 I First Lien No
BAKERSFIELD 100245400024421179 I First Lien No
DECATUR 100245400024459880 I First Lien No
LITITZ 100086817051100503 I First Lien No
LACEY 100416100001237902 I First Lien No
TAVERNIER 100245400023686160 I First Lien No
BALTIMORE 100245400024468626 I First Lien No
Woodbridge 100218000000167607 I First Lien No
OLIVEHURST 100245400024158920 I First Lien No
FRESNO 100245400023913622 I First Lien No
Saint Ann 100404400000016958 I First Lien No
PHOENIX 100245400022415660 I First Lien No
FREDERICK 100297130511220068 I First Lien No
Tarzana 100034200005419837 I First Lien No
Surprise 100062500080614342 I First Lien No
DECATUR 100245400024463262 I First Lien No
LAUDERHILL 100245400024449725 I First Lien No
DEERFIELD 100245400023026144 I First Lien No
Gilbert 100187100511272073 I First Lien No
GAMBRILLS 100386100002064962 I First Lien No
Imperial Beach 100034200005422443 I First Lien No
FATE 100075900125051614 I First Lien No
Lees Summit 100101300000006684 I First Lien No
OLYMPIA 100416100001238090 I First Lien No
FORT WORTH 100245400024445798 I First Lien No
Katy 100016900049337356 I First Lien No
MYRTLE BEACH 100245400024455953 I First Lien No
GAITHERSBURG 100177399051011154 I First Lien No
Fairfax Station 100271100000193324 I First Lien No
Huntington Beach 100034200005431261 I First Lien No
SAN JOSE 100145900029072068 I First Lien No
LAS VEGAS 100145900029071441 I First Lien No
LANHAM 100177399051212620 I First Lien No
DAVIDSONVILLE 100245400022013879 I First Lien No
SNOHOMISH 100245400024457207 I First Lien No
FREDERICK 100245400024374881 I First Lien No
BOSTON 100091805005774500 I First Lien No
Pensacola 100399600000110563 I First Lien No
MONROE 100386100002063600 I First Lien No
Goodyear 100101309051109057 I First Lien No
SANTA ANA 100245400024461373 I First Lien No
LOUISVILLE 100330705120099695 I First Lien No
DELMAR 100245400024428000 I First Lien No
Punta Gorda 100086850051200148 I First Lien No
CROSBY 100245400024170586 I First Lien No
LEAGUE CITY 100245400024168028 I First Lien No
PAINESVILLE 100245400024468154 I First Lien No
BELL GARDENS 100151400805100424 I First Lien No
COLEMAN 100061500001039604 I First Lien No
DOVER 100246606010400022 I First Lien No
HARVEST 100245400024392875 I First Lien No
Boyertown 100035011300221193 I First Lien No
Hampshire 100016900058894230 I First Lien No
FORT WORTH 100245400024165115 I First Lien No
Batesville 100198900000034554 I First Lien No
TULARE 100245400024442167 I First Lien No
GALLATIN GATEWAY 100245400024389053 I First Lien No
FOUNTAIN HILLS 100245400024388253 I First Lien No
FREDERICK 100177399050910752 I First Lien No
ORLANDO 100245400024429636 I First Lien No
ATLANTA 100245400024465879 I First Lien No
ROSEBURG 100073500011620142 I First Lien No
SAN ANTONIO 100245400022896505 I First Lien No
SCOTTSDALE 100245400022417278 I First Lien No
BARTLETT 100097700001051074 I First Lien No
Clovis 10017190000317829* I First Lien No
LEXINGTON 100330705120102234 I First Lien No
San Bernardino 100034200005449131 I First Lien No
Montgomery Village 100031458005122743 I First Lien No
SAN ANTONIO 100075900495017369 I First Lien No
Shady Side 100271100000197820 I First Lien No
Lancaster I First Lien No
riverside 100431900103192389 I First Lien No
Idledale 100058900103060596 I First Lien No
Mckinney 10030710000143707 I First Lien No
Lexington 100378000003106079 I First Lien No
Sacramento 100067301000281667 I First Lien No
GULF SHORES 100229330000099402 I First Lien No
Littleton 100196368000694805 I First Lien No
Kissimmee 100202930509090132 I First Lien No
GREENSBORO 100031449005103684 I First Lien No
OKLAHOMA CITY 100031449005111778 I First Lien No
Quincy 100404400000015042 I First Lien No
Whitesboro 100404400000011017 I First Lien No
Saint Louis 100404400000012890 I First Lien No
Spring 100404400000014441 I First Lien No
Beetown 100404400000011785 I First Lien No
Elizabethtown 100404400000012478 I First Lien No
Manchester 100038500010108366 I First Lien No
Gore I First Lien No
Yorktown 100038500010105685 I First Lien No
Orlando 100038500010106352 I First Lien No
Newport News 100038500010108465 I First Lien No
RICHMOND 100078200000188673 I First Lien No
Jasper 100038500010103938 I First Lien No
PALMDALE 100057400002318253 I First Lien No
LAKE ELSINORE 100057400002426718 I First Lien No
SAHUARITA 100057400002171538 I First Lien No
LINCOLN 100057400002314823 I First Lien No
Queen Creek 100101309051200013 I First Lien No
Destin 100184626150906020 I First Lien No
Woodstock 100148700000155552 I First Lien No
Salem 100142000000205929 I First Lien No
Miramar 100142000000206042 I First Lien No
Hialeah I First Lien No
Miami 100185400251101843 I First Lien No
SPRING 100057400002464172 I First Lien No
BUCKEYE 100057400002196683 I First Lien No
Baltimore 100246605122000134 I First Lien No
Cano Park Area 100096000005006088 I First Lien No
MUNDELEIN 100057400002509638 I First Lien No
HENDERSON 100057400002246082 I First Lien No
WAXAHACHIE 100251800000005220 I First Lien No
Flint 100092704305120731 I First Lien No
SUNNYVALE 100068300111542776 I First Lien No
CAMINO 100068300111540812 I First Lien No
Santa Ana 100067307000283041 I First Lien No
Annapolis 100212504000233349 I First Lien No
Annapolis 100212504000233141 I First Lien No
Annapolis 100212504000087752 I First Lien No
WINSTON SALEM 100198900000036880 I First Lien No
ABINGDON 100183300000253949 I First Lien No
Vienna 100218000000166831 I First Lien No
PRESTON 100031458005092771 I First Lien No
Nashua 100196600000296003 I First Lien No
Gilbertsville 100035011300219577 I First Lien No
FATE 100075900125053610 I First Lien No
Gulfport 100265600004813353 I First Lien No
FORNEY 100075900125053222 I First Lien No
RAMONA 100183300000257700 I First Lien No
Wylie 100075900125053537 I First Lien No
Nashville 100038500010113440 I First Lien No
Queen Creek 100101309051012350 I First Lien No
Buckeye 100101309051109685 I First Lien No
Glendale 100101309051108265 I First Lien No
Tucson 100101309050911099 I First Lien No
Avondale 100101309050809178 I First Lien No
Strasburg 100031458005120994 I First Lien No
SAVANNAH 100263700001057905 I First Lien No
LOUISVILLE 100330705120100444 I First Lien No
LOUISVILLE 100330705120100519 I First Lien No
NEWNAN 100184698151213078 I First Lien No
Rochester 100431500000001913 I First Lien No
Rockwall 100098900051140285 I First Lien No
Avondale 100101030905100896 I First Lien No
Queen Creek 100101309051008903 I First Lien No
Avondale 100101309051009067 I First Lien No
Avondale 100101309051009026 I First Lien No
Dallas 100098900051221788 I First Lien No
Phoenix 100101309051008986 I First Lien No
Herndon 100218000000166435 I First Lien No
Rio Rancho 100034200005454743 I First Lien No
Fairburn 100098900051208751 I First Lien No
Shaver Lake 100034200005471531 I First Lien No
Phoenix 100034200005441310 I First Lien No
Palm Springs 100034200005467059 I First Lien No
Grayson 100098900051209312 I First Lien No
Lancaster 100098900051207266 I First Lien No
Upper Marlboro 100218000000168688 I First Lien No
ESCONDIDO 100062500080612338 I First Lien No
ALGONQUIN 100057400002574335 I First Lien No
Eagle Mountain 100124700070081348 I First Lien No
Schertz 100102373335105582 I First Lien No
Maricopa 100015902321056606 I First Lien No
LOMA LINDA 10006250080622873 I First Lien No
CAMBRIDGE 100032500080442686 I First Lien No
Beltsville 100265600004812926 I First Lien No
Las Vegas 100161200000243997 I First Lien Yes
Peabody 100102373590151227 I First Lien No
ANNAPOLIS 100183300000248279 I First Lien No
N LAUDERDALE 100198900000024464 I First Lien No
Bakersfield 100102373595341583 I First Lien No
Avondale 100101309051202878 I First Lien No
Piscataway 100271100000195527 I First Lien No
Hiram 100229330000093744 I First Lien No
Enfield 100102373590150088 I First Lien No
Atlanta 100229330000095699 I First Lien No
Dallas 100307100000143079 I First Lien No
MIDDLETOWN 100330705120101657 I First Lien No
DESOTO 10019890000034885 I First Lien No
FORT MILL 100031458005121067 I First Lien No
Lawrenceville 100187100511284821 I First Lien No
LAS VEGAS 100062500080497383 I First Lien No
MORENO VALLEY 100086600484016029 I First Lien No
District Heights 100173250010031896 I First Lien No
Gilbert 100124700070093632 I First Lien No
TALLAHASSEE 100102600400493054 I First Lien No
SHERMAN OAKS 100386100002060309 I First Lien No
ATLANTA 100184698151118004 I First Lien No
Surprise 100188601000102605 I First Lien No
Ocala 100022100132135179 I First Lien No
LOUISVILLE 100330105120098374 I First Lien No
San Clemente 100034200005422658 I First Lien No
Laguna Niguel 100034200005421411 I First Lien No
Houston 100101309051109388 I First Lien No
MONROE TOWNSHIP 100271100000189918 I First Lien No
Trussville 100038500010111477 I First Lien No
Miami I First Lien No
Summerville 100146850105066444 I First Lien No
Las Vegas 100062500080611165 I First Lien No
Azle 100075900245023188 I First Lien No
CARTERSVILLE 100032100000617967 I First Lien No
MOORESVILLE 100032100000605202 I First Lien No
Florence 100101300905055737 I First Lien No
El Mirage 100101305050801538 I First Lien No
North Canton 100022100131987422 I First Lien No
FRANKLIN TOWNSHIP I First Lien No
CHINO HILLS 100183300000254574 I First Lien No
Kansas City 100404400000016503 I First Lien No
Mount Dora 100199105110027352 I First Lien No
Gilbert 100199105100245311 I First Lien No
Rio Vista 100047132250601477 I First Lien No
Scottsdale 100040700605010078 I First Lien No
Eustis 100199105110026594 I First Lien No
Plano 100199105100024260 I First Lien No
Boerne 100052100005051241 I First Lien No
Clayton 100127800007251407 I First Lien No
CLAYTON 100127800007255291 I First Lien No
BALTIMORE 100127800007248957 I First Lien No
Phoenix 100092047101710968 I First Lien No
BELTSVILLE 100027605030100021 I First Lien No
FAIRFIELD 100027605072514311 I First Lien No
Baltimore 100127800007239634 I First Lien No
Inglewood 100356805060031184 I First Lien No
CONCORD 100246605102400023 I First Lien No
Santa Cruz I First Lien No
COVINGTON 100032100000603488 I First Lien No
COVINGTON 100032100000610293 I First Lien No
LOGANVILLE 100032100000548683 I First Lien No
ACWORTH 100032100000553709 I First Lien No
Charlotte 100102373505120051 I First Lien No
Charlotte I First Lien No
Birmingham I First Lien No
Rockville 100127800007252157 I First Lien No
Santa Rosa Beach I First Lien No
Hilton Head I First Lien No
LAKEWOOD I First Lien No
Hapeville 100098900051218768 I First Lien No
Carrollton 100098900051131920 I First Lien No
columbus 100330705120102465 I First Lien No
Acworth 100229330000087506 I First Lien No
Stone Mountain 100098900051221515 I First Lien No
CLEARFIELD 100060805120032476 I First Lien No
Mountain View 100101309050808380 I First Lien No
WYLIE 100075900125053008 I First Lien No
MCDONOUGH 100184622051108022 I First Lien No
N LAS VEGAS I First Lien No
Nyssa 100124700070088467 I First Lien No
CLEARFIELD 100060805120032963 I First Lien No
OPA LOCKA 100246605110400007 I First Lien No
Bensalem 100053400555292495 I First Lien No
DORCHESTER I First Lien No
RIALTO 100086600484016227 I First Lien No
JERSEY CITY 100246605121200297 I First Lien No
Kennewick 100016900062893269 I First Lien No
Culpeper I First Lien No
KISSIMMEE 100057400002390559 I First Lien No
DECATUR 100184609051109019 I First Lien No
Corpus Christi 100098900050902610 I First Lien No
Chicago 100113200132570928 I First Lien No
LAUREL 100027605070603231 I First Lien No
Spartanburg 100251800000004355 I First Lien No
Washington 100218000000166542 I First Lien No
Katy 100198900000018649 I First Lien No
BOSTON 100022100132550054 I First Lien No
GOOD HOPE 100184622151022016 I First Lien No
APOLLO BEACH 100016900053903077 I First Lien No
Lamont 100431900103372056 I First Lien No
Joliet 10042490512014879 I First Lien No
Wesley Chapel 100022100132424581 I First Lien No
Marina Del Rey 100115600098809491 I First Lien No
Canton 100013900799516798 I First Lien No
Duluth 100098900051100636 I First Lien No
San Antonio 100098900051121749 I First Lien No
Denton 100098900051055301 I First Lien No
Fairburn 100098900051055343 I First Lien No
Sachse 100098900051008664 I First Lien No
Hahira 100098900051018911 I First Lien No
Newnan 100098900051005686 I First Lien No
Tampa I First Lien No
Springfield I First Lien No
Riverview I First Lien No
Blue Rock 100022100131536146 I First Lien No
NEWPORT NEWS 100126300000121963 I First Lien No
Miami I First Lien No
Brandon 100013900799295435 I First Lien No
Acworth 100229330000091482 I First Lien No
Fort Worth 100060800000245967 I First Lien No
MINOOKA 100212504000235260 I First Lien No
Winston Salem 13231725 I First Lien No
Summerville 100065500000225374 I First Lien No
GAMBRILLS 100289400000031536 I First Lien No
BLYTHEWOOD 100246605112200009 I First Lien No
Hurst 10025981000000750 I First Lien No
SCOTTSDALE 100101309051010529 I First Lien No
BOSTON 100022100132139544 I First Lien No
SAN DIEGO 100208806000234870 I First Lien No
Bakersfield 100034200005396613 I First Lien No
Colorado Springs 100124700070082676 I First Lien No
NASHVILLE 100330705120098507 I First Lien No
ATHENS 100032100000610418 I First Lien No
South Bend 100119500512000776 I First Lien No
Forney 100075900125050616 I First Lien No
Albuquerque 100070705120076648 I First Lien No
Riverside 100067307000282183 I First Lien No
Mount Pleasant 100229330000086474 I First Lien No
BENICIA 100047131250801269 I First Lien No
Washington 100218000000165577 I First Lien No
Pueblo 100030200012027064 I First Lien No
Needham 100102373590149262 I First Lien No
Manassas Park 100015305351271618 I First Lien No
PATERSON 100246605100300001 I First Lien No
Philadelphia 100086801051001770 I First Lien No
Austin 100177015000031784 I First Lien No
Clayton 100127800007254955 I First Lien No
Pfafftown 100065500000224989 I First Lien No
Norcross I First Lien No
Gaithersburg 100015305850628961 I First Lien No
Humble 100404400000015604 I First Lien No
Tucson 100101309051110188 I First Lien No
DAYTON 100204100000672220 I First Lien No
Tacoma 100028510000925770 I First Lien No
CONCORD 100022100131671760 I First Lien No
BAYONNE 100246605101400115 I First Lien No
Winston Salem 100065500000226356 I First Lien No
MURRIETA 100086600210054849 I First Lien No
Stockbridge 100065500000225101 I First Lien No
Tampa 100127800007255366 I First Lien No
Dallas 100052100005050888 I First Lien No
Phoenix 100101309051104280 I First Lien No
Ocala 100199105100026067 I First Lien No
Hanover Park 1002656-0000441449 I First Lien No
Jonesboro 100034200005414093 I First Lien No
Clearwater 100034200005428853 I First Lien No
Mesa 100101310051000676 I First Lien No
Rockwall 100075900125047968 I First Lien No
Mount Juliet 100022100131204075 I First Lien No
ALBUQUERQUE 100070705110072482 I First Lien No
Staten Island 100314507700773719 I First Lien No
Austin 100098900051034835 I First Lien No
Annandale 100015305351242833 I First Lien No
Reston 100015305351262211 I First Lien No
Meridian 100015305351263870 I First Lien No
Springfield 100015305351264373 I First Lien No
Cedar Rapids 100293010115009188 I First Lien No
Cave Creek 100101309051009810 I First Lien No
SAN DIEGO 100245700130847021 I First Lien No
ALB 100070705110073944 I First Lien No
Rio Rancho 100070705110073092 I First Lien No
ALBUQUERQUE 100070705110074629 I First Lien No
ALBUQUERQUE 100070705110074637 I First Lien No
ALBUQUERQUE 100070705110074587 I First Lien No
Aurora 100030200197058165 I First Lien No
Lorton 100015305351253145 I First Lien No
Paia 100058900102485554 I First Lien No
BROOKLYN CENTER 100220710000046512 I First Lien No
CHICAGO 100212504000224868 I First Lien No
Bradbury 100034200003998667 I First Lien No
Fort Myers 100038500010106980 I First Lien No
Sterling 100015305351227412 I First Lien No
Carson City 100102373595338829 I First Lien No
Lewisburg 100047152205011176 I First Lien No
TWENTYNINE PALMS 100086600111030476 I First Lien No
HERNDON 100038500010106246 I First Lien No
Charlotte 100218000000155925 I First Lien No
Vienna 100015305351200591 I First Lien No
WALDORF I First Lien No
SATELLITE BCH 100107705050001191 I First Lien No
Trenton 100163405792700009 I First Lien No
Brooklyn 100163405788200006 I First Lien No
Oklahoma City 100039257150049475 I First Lien No
Austin 100177015000032048 I First Lien No
KATY 100177011300007665 I First Lien No
ROSENBERG 100177011300022110 I First Lien No
KATY 100177013800012336 I First Lien No
URBANA 100177054300014133 I First Lien No
URBANA 100177054300014158 I First Lien No
URBANA 100177054300014174 I First Lien No
NORTH LAS VEGAS 100029500008126264 I First Lien No
CONROE 100198900000026956 I First Lien No
HOUSTON 100198900000031949 I First Lien No
LANCASTER 100198900000030990 I First Lien No
HOUSTON 100198900000023111 I First Lien No
Humble 10019890000027087 I First Lien No
Pearland 100198900000031378 I First Lien No
Kenner 100198900000032954 I First Lien No
Loveland 100225605581100081 I First Lien No
Baltimore 100212504000130149 I First Lien No
BALTIMORE 100212504000232358 I First Lien No
SEVIERVILLE 100212504000222466 I First Lien No
NEWPORT NEWS 100212504000229586 I First Lien No
OCEAN CITY 100212504000232077 I First Lien No
BALTIMORE 100212504000229362 I First Lien No
Fargo 100212504000232424 I First Lien No
FARGO 100212504000232465 I First Lien No
FARGO 100212504000232457 I First Lien No
Hamilton 100212504000218613 I First Lien No
RICHMOND 100212504000212699 I First Lien No
WASHINGTON 100215250400023149 I First Lien No
BALTIMORE 100212504000227770 I First Lien Yes
Waldorf 100212504000197338 I First Lien No
SAINT AUGUSTINE 100212504000224967 I First Lien No
BOUNTIFUL 100212504000221575 I First Lien No
Scottsdale 100101309051003912 I First Lien No
Atlanta 100101309051006204 I First Lien No
Avondale 100404309050602318 I First Lien No
Nampa 100101309051010453 I First Lien No
Tucson 100101309051009984 I First Lien No
Glendale 100101309051011071 I First Lien No
Maricopa 100101309050611632 I First Lien No
Phoenix 100101309051000686 I First Lien No
Phoenix 100101350051100266 I First Lien No
Chandler 100101320051100012 I First Lien No
Avondale 100101300905038550 I First Lien No
Rio Rancho 100101309051105212 I First Lien No
Tucson 100101309051110816 I First Lien No
Cambridge 100196600000263953 I First Lien No
Dallas 100135813260005170 I First Lien No
East Hanover 100234400000130078 I First Lien No
Roosevelt 100234400000127108 I First Lien No
HUDSON 100220710000101416 I First Lien No
Milwaukee 100220710000102240 I First Lien No
Islip 100129810013022609 I First Lien No
Hollywood 100234400000121184 I First Lien No
HUMBLE I First Lien No
NOTASULGA 100020700190752906 I First Lien No
Virginia Beach 100265600004244215 I First Lien No
Ocoee 100265600004403312 I First Lien No
Lubbock 100265600004413378 I First Lien No
Gulfport 100265600004419920 I First Lien No
NASHVILLE 10026560000248345 I First Lien No
SAN FERNANDO 100386100002038453 I First Lien No
PHOENIX 100386100002055580 I First Lien No
PEORIA 100386100002057776 I First Lien No
Katy 100424905110011083 I First Lien No
Saint Louis 100424905110008311 I First Lien No
Denham Springs 10042490510009350 I First Lien No
Milwaukee 100424905110008980 I First Lien No
Milwaukee 100424905110009020 I First Lien No
Milwaukee 100424905110009046 I First Lien No
Milwaukee 100424905110009004 I First Lien No
Anaheim 100033500000083889 I First Lien No
Las Vegas 100033500000082832 I First Lien No
Winder 100258600000927669 I First Lien No
LINCOLN 100057400002542035 I First Lien No
Jersey City 100234400000132348 I First Lien No
Titusville 100035010100440813 I First Lien No
Indianapolis 100330705120101533 I First Lien No
HEMPSTEAD 100386100002061950 I First Lien No
Portsmouth 100293000132414685 I First Lien No
LEAGUE CITY 100245400024168036 I First Lien No
MONROE 100029500007667896 I First Lien No
McDONOUGH 100029500008092136 I First Lien No
LAWRENCEVILLE 100032100000619534 I First Lien No
HOUSTON 100198900000032384 I First Lien No
Garland 100251800000004975 I First Lien No
MONTGOMERY VILLAGE 100177399051011691 I First Lien No
GALLATIN GATEWAY 100245400024444940 I First Lien No
Houston 100020700190848886 I First Lien No
YORBA LINDA 100029500008289088 I First Lien No
NORTH POTOMAC 100029500008100384 I First Lien No
FORT MEYERS 100029500008321360 I First Lien No
BRANDON 100029500008016093 I First Lien No
GILBERT 100245400022415538 I First Lien No
SMYRNA 100076500000911897 I First Lien No
PALOS HEIGHTS 100212504000236383 I First Lien No
CHICAGO 100097700001053666 I First Lien No
DOWNEY 100151400805120281 I First Lien No
Casa Grande 100188601000084704 I First Lien No
tallahassee 100330705120100188 I First Lien No
Laveen 100101300000003749 I First Lien No
NORTH LAS VEGAS 100245400023697530 I First Lien No
DEPTFORD 100086801051100531 I First Lien No
CORPUS CHRISTI 100198900000032178 I First Lien No
FREDERICK 100245400024419751 I First Lien No
CINCINNATI 100097700001046603 I First Lien No
LACEY 100416100001238298 I First Lien No
HOUSTON 100177011300022805 I First Lien No
SCOTTSDALE 100386100002054138 I First Lien No
NORFOLK 100245400024441474 I First Lien No
ASTORIA 100245400023690428 I First Lien No
ROCKVILLE 100245400024450384 I First Lien No
ATLANTA 100245400024436409 I First Lien No
Cape Coral M10035300508100006 I First Lien No
ATLANTA 100245400024436433 I First Lien No
SPOKANE 100073500011625000 I First Lien No
Pittsburgh 100022100133465641 I First Lien No
LITTLE RIVER 100127800007260069 I First Lien No
Newark 100212504000238017 I First Lien No
Alpharetta 100229330000100812 I First Lien No
RENO 100057400002140681 I First Lien No
DOVER TWP 100367901000018626 I First Lien No
Rowley 100102373620106266 I First Lien No
WASHINGTON 100086600526037371 I First Lien No
PALM DESERT 100386100002042240 I First Lien No
BEND 100245400024166386 I First Lien No
ACWORTH 100032100000617801 I First Lien No
MARIETTA 100032100000617249 I First Lien No
RIVERDALE 100032100000615706 I First Lien No
COLUMBIA 100245400024424330 I First Lien No
Newark M10035300507130011 I First Lien No
HUNTINGTOWN 100245400023721645 I First Lien No
Succasunna M10035300051027005 I First Lien No
San Diego 100208806000189926 I First Lien No
CONCORD 100246605110300157 I First Lien No
TUCSON 100245400023844553 I First Lien No
CLOVIS 100187000001005233 I First Lien No
SNELLVILLE 100032100000614592 I First Lien No
RICHMOND 100126300000122201 I First Lien No
PARKER 100228210405110247 I First Lien No
ATLANTA 100245400024438348 I First Lien No
Roswell 100218000000166625 I First Lien No
Acworth 100229330000093058 I First Lien No
Mastic 100271100000179703 I First Lien No
LAMONT 100022100132310558 I First Lien No
Denver 100399600000110639 I First Lien No
Orlando 100195005120007853 I First Lien No
LYNDEN 100123305113280179 I First Lien No
Miami I First Lien No
FREDERICKSBURG 100127800007257057 I First Lien No
Denton 100404400000016826 I First Lien No
College Park 100135813230011357 I First Lien No
SCRANTON 100246605110800099 I First Lien No
COLLEGE PARK 100032100000600070 I First Lien No
MANTECA 100245400024168234 I First Lien No
TAYLORSVILLE 100032100000552016 I First Lien No
LAS VEGAS 100182500050901575 I First Lien No
Washington 100218000000164349 I First Lien No
NORCO 100386100002065902 I First Lien No
CLOVIS 100188300251018004 I First Lien No
Miami 100035010100440748 I First Lien No
Germantown 100218000000159570 I First Lien No
Ellsworth 100271100000189736 I First Lien No
Umatilla 100035010100441019 I First Lien No
Costa Mesa 100245700131903922 I First Lien No
Casa Grande 100101309051004621 I First Lien No
ATLANTA 100245400024442829 I First Lien No
Houston 100098900051135608 I First Lien No
Glenn Dale 100218000000166526 I First Lien No
San Antonio 100177071000008801 I First Lien No
DeSoto 100265600004425935 I First Lien No
Kannapolis 100102373505132114 I First Lien No
Covington 100038500010112103 I First Lien No
Bakersfield 100022100132137720 I First Lien No
Phoenix 100171905120008637 I First Lien No
Warner Robins 100148700000156568 I First Lien No
GARLAND 100251800000110483 I First Lien No
CELINA I First Lien No
DESOTO 100251800021200008 I First Lien No
PASADENA 100183300000250168 I First Lien No
Saint Louis 100404400000016966 I First Lien No
EVERETT 100386100002051118 I First Lien No
CLOVIS 100187000001105611 I First Lien No
KALAMAZOO 100245400023711133 I First Lien No
CAMDEN 100245400024410677 I First Lien No
ALBUQUERQUE 100188300351102187 I First Lien No
GAINESVILLE 100386100002055945 I First Lien No
GRASONVILLE 100297130512300000 I First Lien No
CARTERSVILLE 100032100000616266 I First Lien No
PROSPERITY 100245400024452828 I First Lien No
Glendale Heights 100098900051227132 I First Lien No
New Port Richey 100022100132801028 I First Lien No
CHARLOTESVILLE 100031461005110320 I First Lien No
LAGUNA BEACH 100245400024432846 I First Lien No
WEST HAMPTON 100386100002056158 I First Lien No
SCOTTSDALE 100245400022418300 I First Lien No
Richmond 100212504000232846 I First Lien No
Tempe 100101309057196 I First Lien No
REHOBOTH BEACH 100212504000240880 I First Lien No
LEWISTON 100245400024459476 I First Lien No
GERMANTOWN 100177399051212653 I First Lien No
VANCOUVER 100245400023697514 I First Lien No
MESA 100386100002059806 I First Lien No
STAFFORD 100027605050200503 I First Lien No
PENN VALLEY I First Lien No
Jacksonville I First Lien No
RICHMOND 100386100002058733 I First Lien No
Leesburg 100034200005456854 I First Lien No
San Bernardino 100124700070083237 I First Lien No
FREDERICKSBURG 100245400023720555 I First Lien No
CLEVELAND 100245400024484409 I First Lien No
OAK POINT 100098900051237248 I First Lien No
Baltimore 100218000000166062 I First Lien No
Jersey City 100246605112100027 I First Lien No
WEST PALM BEACH 100367901000016760 I First Lien No
PATERSON 100245400023710077 I First Lien No
La Canada Flintridge 100034200005468917 I First Lien No
SANDY 100245400024419728 I First Lien No
Ridgecrest 100311300050034319 I First Lien Yes
Westborough 100102373590147662 I First Lien No
TUCSON 100149413051129000 I First Lien No
SANTA ANA 100386100002059335 I First Lien No
Saint Paul 100431500000002127 I First Lien No
Hopewell 100078200000195314 I First Lien No
AZLE 100293000131883393 I First Lien No
NORCROSS 100245400024436763 I First Lien No
PORTLAND 100245400024419553 I First Lien No
HARVARD 100245400024429883 I First Lien No
ROCKVILLE 100031458005121083 I First Lien No
UPPER MARLBORO 100289400000031866 I First Lien No
Colorado Springs 100124700070093939 I First Lien No
Midlothian 100404400000018392 I First Lien No
EATONTOWN 100245400023704328 I First Lien No
SCOTTSDALE 100386100002056026 I First Lien No
OAK POINT 100098900051237263 I First Lien No
MOONACHIE 100386100002050862 I First Lien No
SCOTTSDALE 100245400022416635 I First Lien No
OLYMPIA 100245400024166527 I First Lien No
TULARE 100245400024451168 I First Lien No
Media 100076500000910089 I First Lien No
BIDDEFORD 100245400024388741 I First Lien No
ALBUQUERQUE 100177054300014620 I First Lien No
TUCSON 100149413051206030 I First Lien No
Monument 100225605201000380 I First Lien No
LOUISVILLE 100330705120100360 I First Lien No
Acworth 100229330000091441 I First Lien No
Brooklyn 100397000200500873 I First Lien No
TULARE 100245400024407194 I First Lien No
Branson 100184698151014278 I First Lien No
N Lauderdale 100035010100438916 I First Lien No
CLEVELAND 100245400024444189 I First Lien No
BOZEMAN 100245400024450681 I First Lien No
YORKTOWN HEIGHTS 100245400021746826 I First Lien No
Los Angeles 100194005120076818 I First Lien No
Denver 100030200010108270 I First Lien No
HENDERSONVILLE 100097700001053526 I First Lien No
JERSEY CITY 100245400024349925 I First Lien No
SANTA ROSA BEACH 100245400024467115 I First Lien No
ATLANTIC CITY 100086802051101271 I First Lien No
ODENTON 100245400024400090 I First Lien No
TAYLOR 100245400024170529 I First Lien No
KATY 100020700190821305 I First Lien No
CYPRESS 10002070019096460 I First Lien No
Palmyra 100016900062669776 I First Lien No
PATERSON 100246605111500114 I First Lien No
STREETSBORO 100245400024440450 I First Lien No
Iuka 100022100132797739 I First Lien No
Memphis 100378000003089168 I First Lien No
PERRY HALL 100031458005120317 I First Lien No
HOUSTON 100020700190906460 I First Lien No
Newtown 100076500000900031 I First Lien No
SILVER SPRING 100245400023707743 I First Lien No
Laguna Niguel 100165700500013754 I First Lien No
TUSTIN 100386100002060150 I First Lien No
Franklin 100022100132798802 I First Lien No
MORELAND 100245400024448669 I First Lien No
CHANDLER 100386100002048437 I First Lien No
Pharr 100102373335155466 I First Lien No
REDDING 100245400024437043 I First Lien No
Gaithersburg 100035011300220799 I First Lien No
VANVOUVER 100245400022932201 I First Lien No
Glendale Heights 100098900051227025 I First Lien No
RAMAPO 100288200050214433 I First Lien No
Township of South Brunswi 100157901000767945 I First Lien No
CLOVIS 100245400024443363 I First Lien No
Upper Marlboro 100127800007256836 I First Lien No
Spring Valley 100165700500013846 I First Lien No
Gainesville 100027605032113964 I First Lien No
BAYSHORE 100245400023713501 I First Lien No
FORT WORTH 100245400024459146 I First Lien No
Phoenix 100101325051100029 I First Lien No
MANTECA 100245400022909548 I First Lien No
DENVER 100245400023758019 I First Lien No
GERMANTOWN 100289400000031700 I First Lien No
ESSEX 100028940000030462 I First Lien No
MABLETON 100245400024445509 I First Lien No
HOUSTON 100198900000034356 I First Lien No
PHOENIX 100195005120007655 I First Lien No
Memphis 100171900003179530 I First Lien No
CARLSBAD 100245400024429347 I First Lien No
Hebron 100299400000059360 I First Lien No
Jackson 100424905110011737 I First Lien No
SAN ANTONIO 100245400024156478 I First Lien No
SCOTTSDALE 100070705120076564 I First Lien No
BUCKEYE 100245400022394899 I First Lien No
CYPRESS 100245400024172111 I First Lien No
Leesburg 100218000000165999 I First Lien No
SALT LAKE CITY 100245400024447273 I First Lien No
CHICAGO 100245400024442357 I First Lien No
Austin 100075900125052414 I First Lien No
PORT WENTWORTH 100016900059068545 I First Lien No
PUEBLO 100029500008046033 I First Lien No
LOVELAND 100029500008094504 I First Lien No
PUEBLO 100029500008045662 I First Lien No
Clinton 100218000000157046 I First Lien No
Woodbridge 100218000000157087 I First Lien No
Newport News 100218000001061725 I First Lien No
Stafford 100218000000158374 I First Lien No
Leesburg 100218000000163606 I First Lien No
Key West 100218000000159885 I First Lien No
Great Falls 100218000000158671 I First Lien No
Milford 100218000000159851 I First Lien No
Stone Mountain 100218000000164893 I First Lien No
REVA 100029500008042685 I First Lien No
ST. PETERSBURG 100029500007933066 I First Lien No
CHATTANOOGA 100029500008343588 I First Lien No
PEUBLO 100029500007765864 I First Lien No
Paramount 100113005110000503 I First Lien No
DENVER 100113005100001461 I First Lien No
Mesa I First Lien No
Parkesburg 100076500000885208 I First Lien No
Malvern 100076500000899142 I First Lien No
Kennett Square 100076500000902516 I First Lien No
DANIA 100245400024455664 I First Lien No
BRYON 100431900103236681 I First Lien No
SARASOTA 100057400002237412 I First Lien No
Queen Creek 100101309051111160 I First Lien No
ATLANTA 100245400024400603 I First Lien No
WHEAT RIDGE 100245400024150323 I First Lien No
ROCKINGHAM 100245400023678225 I First Lien No
RESEDA 100145900029072316 I First Lien No
SALT LAKE CITY 100245400024454394 I First Lien No
LYNDEN 100245400024166980 I First Lien No
SPARKS 100297130512280061 I First Lien No
LOS MOLINOS 100245400024443447 I First Lien No
LAUREL 100386100002055267 I First Lien No
Houston 100020700190913219 I First Lien No
Houston 100098900051130831 I First Lien No
LAUREL 100245400022011501 I First Lien No
SAN ANTONIO 100102373335105389 I First Lien No
PHOENIXVILLE 100367901000018766 I First Lien No
LUTZ 100245400024440468 I First Lien No
GARDEN GROVE 100386100002061000 I First Lien No
NEWARK 100057400002299297 I First Lien No
DRUMS 100245400024453552 I First Lien No
MOUNT CLEMENS 100245400024446424 I First Lien No
MARYSVILLE 100245400024169695 I First Lien No
SPRINGBORO 100245400024410982 I First Lien No
Millville 100102373590150682 I First Lien No
LOGANVILLE 100029500008710596 I First Lien No
EATONTOWN 100281600200336852 I First Lien No
TAYLOR 100245400024172079 I First Lien No
UNION 100245400024376548 I First Lien No
ORLANDO 100245400024460912 I First Lien No
BETHLEHEM 100102600400443448 I First Lien No
UPPER MARLBORO 100027605041407852 I First Lien No
ANN ARBOR 100245400024426632 I First Lien No
Scotts Valley 100063100071042550 I First Lien No
Woodbridge 100218000000168266 I First Lien No
FINKSBURG 100027605070906220 I First Lien No
San Antonio 100102373335105454 I First Lien No
Houston 100020700190913540 I First Lien No
Bakersfield 100101309051100940 I First Lien No
DURHAM 100245400024446838 I First Lien No
Phoenix 100101309051107440 I First Lien No
CAPE CORAL 100245400024454428 I First Lien No
NORFOLK 100245400024428539 I First Lien No
QUEEN CREEK 100245400022393404 I First Lien No
SILVER SPRING 100245400023707867 I First Lien No
MANTECA 100245400022919422 I First Lien No
WEST CHESTER 100086850051100322 I First Lien No
LOCUST GROVE 100245400022013713 I First Lien No
TEMPE 100245400022403518 I First Lien No
SHIP BOTTOM 100386100002049815 I First Lien No
NEOTSU 100245400024166022 I First Lien No
CINCINNATI 100097700001047684 I First Lien No
LAVALLETTE 100386100002049831 I First Lien No
MARYSVILLE 100245400024166261 I First Lien No
WASHINGTON 100285824452762005 I First Lien No
WASHINGTON 100029500007845708 I First Lien No
Duluth I First Lien No
CHARLOTTE 100386100002060663 I First Lien No
MIAMI 100077910004095507 I First Lien No
SACRAMENTO 100245400024460680 I First Lien No
Brigham City 100060805120030702 I First Lien No
CLEVELAND 100245400024427523 I First Lien No
PHOENIX 100386100002058485 I First Lien No
Phoenix 100194972150415150 I First Lien No
HOUSTON 100198900000026576 I First Lien No
ROSLINDALE I First Lien No
Manassas 10021800000165114 I First Lien No
Queen Creek 100101340051000368 I First Lien No
YORBA LINDA 100245400024457637 I First Lien No
OCEANSIDE 100245400024425782 I First Lien No
CLOVIS 100245400023916450 I First Lien No
DALLAS 100016900063065008 I First Lien No
Santa Cruz 100063100070932553 I First Lien No
Mcallen 100102373335105249 I First Lien No
CHANNAHON 100245400022015122 I First Lien No
KAWKAWLIN 100245400023715845 I First Lien No
CROOKED RIVER RANCH 100245400024169000 I First Lien No
WEST ISLIP 100245400023695013 I First Lien No
WEST ROXBURY 100245400024424629 I First Lien No
CHEYENNE 100016900062840955 I First Lien No
Santa Cruz 100063100070922554 I First Lien No
LOS ANGELES 100151400805100408 I First Lien No
HYATTSVILLE 100177399051212521 I First Lien No
SOUTH PLAINFIELD 100288200054109738 I First Lien No
NAMPA 100097700070025462 I First Lien No
WHITESBURG 100184698151121081 I First Lien No
LAGUNA WOODS 100245400024439650 I First Lien No
DORCHESTER 100245400024396645 I First Lien No
Idaho Falls 100034200005448463 I First Lien No
Missouri City 100440440000017899 I First Lien No
SEATTLE 100245400023914018 I First Lien No
Pickens 100098900050612649 I First Lien No
Milledgeville 10035813230011472 I First Lien No
Katy 100075900125053065 I First Lien No
TULARE 100245400024433893 I First Lien No
Los Angeles 100034200005390863 I First Lien No
BAKERSFIELD 100245400024167798 I First Lien No
DENVER 100414001000130464 I First Lien No
Rowlett 100075900125050277 I First Lien No
SEATTLE 100123305113280864 I First Lien No
Los Angeles 100034200005390871 I First Lien No
LAKE FOREST PARK 100386100002062339 I First Lien No
Sun City 100188601000091295 I First Lien No
CHARLOTTESVILLE 100031461005120303 I First Lien No
nicholasville 100330705120099331 I First Lien No
Wilmington 100127500000481585 I First Lien No
DUNDEE 100032100000625374 I First Lien No
YORKTOWN HEIGHTS 100245400023091692 I First Lien No
Tampa 100038500010113366 I First Lien No
Richmond 100229330000101059 I First Lien No
Garland 100101305050900686 I First Lien No
NICHOLASVILLE 100330705120099299 I First Lien No
JACKSON 100245400023632487 I First Lien No
Barnegat 100035011000024145 I First Lien No
Arlington 100259810000000743 I First Lien No
RICHMOND 100293000131781571 I First Lien No
Peoria 100101309051200054 I First Lien No
BUCKEYE 100245400022400365 I First Lien No
PALM BEACH GARDENS 100058505120142150 I First Lien No
BUCKEYE 100245400022396084 I First Lien No
FREDERICKSBURG 100239100005069215 I First Lien No
PARK CITY 100245400024442779 I First Lien No
Tampa 100038500010113374 I First Lien No
Houston 100020700190913052 I First Lien No
Houston 100075900705003175 I First Lien No
San Diego 100165700500012376 I First Lien No
San Diego 100165700500013176 I First Lien No
CHARLOTTE 100032100000556199 I First Lien No
Myrtle Beach 100098900051136804 I First Lien No
Stafford 100218000000165841 I First Lien No
Brush Creek 100022100132810763 I First Lien No
Grand Junction I First Lien No
CHANHASSEN 100022071000010597 I First Lien No
BOYDS 100057400002570945 I First Lien No
Falls Church 100218000000166450 I First Lien No
PEMBROKE PINES 100212504000237696 I First Lien No
SALINAS 100068300111541240 I First Lien No
Cumming 100229330000092530 I First Lien No
JERSEY CITY 100246605121500019 I First Lien No
MADISON 100184628151206020 I First Lien No
MADISON 100184628151206038 I First Lien No
MADISON 100184628151206012 I First Lien No
MADISON 100184628151206004 I First Lien No
Phoenix 100194972150412264 II-1 First Lien No
AURORA 100414001000125308 II-1 First Lien No
HUMBLE 100414001000123329 II-1 First Lien No
TUCSON 100414001000124939 II-1 First Lien No
Kissimmee 100424905100004601 II-1 First Lien No
ROCKVILLE CENTER 100102600400486595 II-1 First Lien No
Lakeway 100102600400492635 II-1 First Lien No
Milford 100102600400436194 II-1 First Lien No
Kansas City 100424905100005327 II-1 First Lien No
Houston 100424905090000361 II-1 First Lien No
Enfield 100271100000186575 II-1 First Lien No
Saint Charles 100424905090000791 II-1 First Lien No
Hunt 100424905090001104 II-1 First Lien No
Conroe 100211601000130441 II-1 First Lien No
Garland II-1 First Lien No
Hampton Bays 100271100000175354 II-1 First Lien No
Newport News 100284030000139842 II-1 First Lien No
HOUSTON 100265600002498662 II-1 First Lien No
HUMBLE 100414001000114047 II-1 First Lien No
Saco 100102373590149304 II-1 First Lien No
Montgomery Village 100212504000205529 II-1 First Lien No
Jacksonville 100030200470000223 II-1 First Lien No
BROOMFIELD 100030200028015087 II-1 First Lien No
Humble 100030200570000719 II-1 First Lien No
Harlingen 100102373335104275 II-1 First Lien No
TOWN OF RYE 100022405494275038 II-1 First Lien No
Peroia 100070705110073498 II-1 First Lien No
Houston 100424905100004015 II-1 First Lien No
Wilton 100038600000109307 II-1 First Lien No
Oceanside 100173250020033668 II-1 First Lien No
Tampa 100035013700008824 II-1 First Lien No
Saint Petersburg 100035010100434964 II-1 First Lien No
Stowe 100035011300218512 II-1 First Lien No
POTTSTOWN 100035011300218520 II-1 First Lien No
Tampa II-1 First Lien No
Hallandale Beach II-1 First Lien No
Charlotte II-1 First Lien No
Hogansville II-1 First Lien No
Atlanta II-1 First Lien No
Marietta II-1 First Lien No
Orlando II-1 First Lien No
Decatur 100022100131132201 II-1 First Lien No
Marble 100022100131204315 II-1 First Lien No
Palm City 100022100131214132 II-1 First Lien No
Bradenton 100022100131215469 II-1 First Lien No
Homestead II-1 First Lien No
Jacksonville 100293000129417386 II-1 First Lien No
Gainesville 100293000130359106 II-1 First Lien No
Garner 100293000130969466 II-1 First Lien No
Decatur 10029300013120647 II-1 First Lien No
SUGAR HILL 100293000131212569 II-1 First Lien No
Atlanta 100293000131235750 II-1 First Lien No
South Bend 100013900800060182 II-1 First Lien No
Bluffton 100013900799125236 II-1 First Lien No
RIVERSIDE 100024200010992408 II-1 First Lien No
BOULDER 100024200008864833 II-1 First Lien No
TOLEDO 100024200010404636 II-1 First Lien No
TOLEDO 100024200010404677 II-1 First Lien No
FORT COLLINS II-1 First Lien No
PENSACOLA 100024200010196976 II-1 First Lien No
METAIRIE 100024200010528939 II-1 First Lien No
TOLEDO 100024200010404685 II-1 First Lien No
CHESAPEAKE 100024200010198063 II-1 First Lien No
TOLEDO 100024200010404693 II-1 First Lien No
DOUGLASVILLE 100024200009267432 II-1 First Lien No
BOGALUSA 100024200010205207 II-1 First Lien No
CHESTERFIELD 100024200010881734 II-1 First Lien No
PUNTA GORDA 100024200010213540 II-1 First Lien No
ROSEVILLE 100024200010881825 II-1 First Lien No
HEMET 100024200010994750 II-1 First Lien No
PONTIAC 100024200010814966 II-1 First Lien No
PONTIAC 100024200010815112 II-1 First Lien No
HAMPTON 100024200010219711 II-1 First Lien No
FAIRFAX 100024200010817522 II-1 First Lien No
SAINT LOUIS 100024200010883177 II-1 First Lien No
PEORIA 100024200010836217 II-1 First Lien No
BELTSVILLE 100024200010818710 II-1 First Lien No
WAYNE 100024200010836340 II-1 First Lien No
VIRGINIA BEACH 100024200010726293 II-1 First Lien No
PORT READING 100024200010616023 II-1 First Lien No
CAROL STREAM 100024200010822100 II-1 First Lien No
COLUMBIA 100024200010727341 II-1 First Lien No
LIVERPOOL 100024200010621056 II-1 First Lien No
TARPON SPRINGS 100024200009517331 II-1 First Lien No
OAKLAND 100024200010604375 II-1 First Lien No
MOBILE 100024200010995856 II-1 First Lien No
SAN DIEGO 100319500511180013 II-1 First Lien No
PROVO 100024200010533798 II-1 First Lien No
COON RAPIDS 100024200010219786 II-1 First Lien No
HUGHSON 100024200010533962 II-1 First Lien No
BALTIMORE 100024200010907414 II-1 First Lien No
FAIRFIELD 100024200010996813 II-1 First Lien No
KINGWOOD 100024200010405914 II-1 First Lien No
ST PETERSBURG 100024200010947980 II-1 First Lien No
BEND 100024200010536734 II-1 First Lien No
SALT LAKE CITY 100024200010999478 II-1 First Lien No
DUMFRIES 100024200010969273 II-1 First Lien No
PHILADELPHIA 100024200010608228 II-1 First Lien No
LAS VEGAS 100024200010247415 II-1 First Lien No
OAKLAND 100024200010406961 II-1 First Lien No
PHILADELPHIA 100024200010608582 II-1 First Lien No
PHOENIX 100024200010251854 II-1 First Lien No
BEND 100024200010536866 II-1 First Lien No
SALINAS 100024200010909725 II-1 First Lien No
PETAL 100024200011000128 II-1 First Lien No
COVINGTON 100024200009670817 II-1 First Lien No
HOUSTON 100024200010260665 II-1 First Lien No
BEND 100024200010536957 II-1 First Lien No
SIMI VALLEY 100024200010423255 II-1 First Lien No
OAK RIDGE 100024200010885438 II-1 First Lien No
GARNER II-1 First Lien No
BEND 100024200010537047 II-1 First Lien No
SPRINGFIELD 100024200010424758 II-1 First Lien No
WASHINGTON 100024200010949424 II-1 First Lien No
HUNTINGTON STATION 100024200010885578 II-1 First Lien No
MANDEVILLE 100024200010424949 II-1 First Lien No
CHICAGO 100024200010912703 II-1 First Lien No
MEADOW VISTA 100024200010886345 II-1 First Lien No
CASCO 100024200010741102 II-1 First Lien No
NEWPORT NEWS 100024200010826325 II-1 First Lien No
WEBB CITY 100024200010747547 II-1 First Lien No
PUYALLUP 100024200009710118 II-1 First Lien No
HAMILTON 100024200010426175 II-1 First Lien No
TOLEDO 100024200011009004 II-1 First Lien No
LAFAYETTE II-1 First Lien No
MERIDIAN 100024200010619415 II-1 First Lien No
WEST LINN 100024200010952261 II-1 First Lien No
THIBODAUX 100024200010426878 II-1 First Lien No
TOLEDO 100024200010914139 II-1 First Lien No
TACOMA 100024200011010697 II-1 First Lien No
DELTONA 100024200010620066 II-1 First Lien No
INDIANAPOLIS 100024200010953012 II-1 First Lien No
PORT RICHEY 100024200011010721 II-1 First Lien No
VERO BEACH 100024200010431910 II-1 First Lien No
KNOXVILLE 100024200010287395 II-1 First Lien No
CHICAGO 100024200011007487 II-1 First Lien No
HOUSTON 100024200010937411 II-1 First Lien No
BALDWINSVILLE 100024200010620637 II-1 First Lien No
TACOMA 100024200010433940 II-1 First Lien No
MISSOURI CITY 100024200010290829 II-1 First Lien No
NAVARRE II-1 First Lien No
NASHVILLE 100024200010620926 II-1 First Lien No
AVON LAKE 100024200010539373 II-1 First Lien No
TOLEDO 100024200010958821 II-1 First Lien No
PORTLAND 100024200010539811 II-1 First Lien No
REPUBLIC 100024200010434914 II-1 First Lien No
NORTH CHARLESTON 100024200010293096 II-1 First Lien No
ORANGE PARK 100024200010916415 II-1 First Lien No
MOBILE 100024200010294433 II-1 First Lien No
CHARLOTTE 100024200010834360 II-1 First Lien No
NORTH RICHLAND HILLS 100024200010753735 II-1 First Lien No
TOPSHAM 100024200010754956 II-1 First Lien No
KANSAS CITY 100024200010755516 II-1 First Lien No
COTTAGE GROVE 100046200000306241 II-1 First Lien No
Dallas 100211601000130540 II-1 First Lien No
DUNEDIN 100024200010355309 II-1 First Lien No
NORTH MIAMI 100024200010357198 II-1 First Lien No
MONROE 100024200010930994 II-1 First Lien No
FORT MYERS 100024200010357867 II-1 First Lien No
PATERSON 100024200010686331 II-1 First Lien No
SALEM 100024200010859060 II-1 First Lien No
SAINT LOUIS 100024200011161938 II-1 First Lien No
LONGVIEW 100024200010859649 II-1 First Lien No
PORTSMOUTH 100024200010779821 II-1 First Lien No
BALTIMORE 100024200010827745 II-1 First Lien No
GREENWOOD 100024200010779979 II-1 First Lien No
ELGIN 100024200011103468 II-1 First Lien No
WARREN 100024200011166499 II-1 First Lien No
LAUDERDALE LAKES 100024200010258107 II-1 First Lien No
MIAMI 100024200009987377 II-1 First Lien No
JACKSONVILLE 100024200010781421 II-1 First Lien No
CINCINNATI 100024200010689475 II-1 First Lien No
LOS ANGELES 100024200010828131 II-1 First Lien No
HAVANA 100024200011106438 II-1 First Lien No
LADY LAKE 100024200011176324 II-1 First Lien No
BALTIMORE 100024200010274831 II-1 First Lien No
LONDON 100024200010828669 II-1 First Lien No
FORT PAYNE 100024200010828701 II-1 First Lien No
VALRICO 100024200010550545 II-1 First Lien No
CHICAGO 100024200010784946 II-1 First Lien No
HUMBOLDT 100024200010932131 II-1 First Lien No
ABERDEEN 100024200010917850 II-1 First Lien No
DULUTH 100075120040103479 II-1 First Lien No
SOUTH SAN FRANCISCO 100024200010980429 II-1 First Lien No
ABERDEEN 100024200010918130 II-1 First Lien No
CHARLOTTE 100024200010369664 II-1 First Lien No
OLNEY 100024200010370969 II-1 First Lien No
ABERDEEN 100024200010918346 II-1 First Lien No
PENSACOLA 100024200010374177 II-1 First Lien No
ABERDEEN 100024200010918528 II-1 First Lien No
HILTON HEAD ISLAND 100024200010374979 II-1 First Lien No
ABERDEEN 100024200010918734 II-1 First Lien No
REX 100024200010049803 II-1 First Lien No
MEMPHIS 100024200010376883 II-1 First Lien No
LANGLEY 100024200010861777 II-1 First Lien No
LOUISVILLE 100024200010918767 II-1 First Lien No
MEMPHIS 100024200010377204 II-1 First Lien No
GALVESTON 100024200010897516 II-1 First Lien No
ODESSA 100024200010983399 II-1 First Lien No
HATTIESBURG 100024200010075212 II-1 First Lien No
MEMPHIS 100024200010377501 II-1 First Lien No
TRENTON 100024200010864805 II-1 First Lien No
HATTIESBURG 100024200010076186 II-1 First Lien No
CENTER 100024200010899777 II-1 First Lien No
SAINT JOSEPH 100024200011194442 II-1 First Lien No
SAN MATEO 100024200010786644 II-1 First Lien No
WAXHAW 100024200010789846 II-1 First Lien No
ERIN 100024200010325476 II-1 First Lien No
BERNARDSVILLE 100024200010706659 II-1 First Lien No
MIAMI 100024200010792295 II-1 First Lien No
WAYNE 100024200010833370 II-1 First Lien No
LOS ANGELES 100024200010506000 II-1 First Lien No
DARBY 100024200010984835 II-1 First Lien No
PROVIDENCE 100024200010919450 II-1 First Lien No
ARIZONA CITY 100024200010506331 II-1 First Lien No
MEMPHIS 100024200010378277 II-1 First Lien No
GREEN BAY 100024200010985485 II-1 First Lien No
SILVERDALE 100024200010103642 II-1 First Lien No
CLEVELAND 100024200010512420 II-1 First Lien No
MEMPHIS 100024200010378673 II-1 First Lien No
WALDORF 100024200010937114 II-1 First Lien No
SUFFOLK 100024200010512529 II-1 First Lien No
MEMPHIS 100024200010379150 II-1 First Lien No
MEMPHIS 100024200010381495 II-1 First Lien No
MACEDONIA 100024200010513063 II-1 First Lien No
MEMPHIS 100024200010381990 II-1 First Lien No
LONG BEACH 100024200010382212 II-1 First Lien No
LITTLE FALLS 100024200010923098 II-1 First Lien No
MEMPHIS 100024200010382543 II-1 First Lien No
WASHINGTON 100024200010518294 II-1 First Lien No
PORTLAND 100024200010383541 II-1 First Lien No
JAMAICA BEACH 100024200010145387 II-1 First Lien No
PUYALLUP 100024200010521124 II-1 First Lien No
CHICAGO HEIGHTS 100024200010871537 II-1 First Lien No
MANDEVILLE 100024200010147144 II-1 First Lien No
AMHERST 100024200010709109 II-1 First Lien No
NEW IBERIA 100024200010152300 II-1 First Lien No
MIAMI 100024200010875769 II-1 First Lien No
RIVIERA BEACH 100024200011242977 II-1 First Lien No
LOUISVILLE 100024200010803746 II-1 First Lien No
KANSAS CITY 100024200010710974 II-1 First Lien No
LIVONIA 100024200010876445 II-1 First Lien No
POCATELLO 100024200010877963 II-1 First Lien No
PAWTUCKET 100024200010834113 II-1 First Lien No
LINCOLN 100024200010878417 II-1 First Lien No
WAYNE 100024200010834287 II-1 First Lien No
WILMINGTON 100024200010811228 II-1 First Lien No
GARDEN CITY 100024200010834980 II-1 First Lien No
MACON 100024200010718878 II-1 First Lien No
WAYNE 100024200010835540 II-1 First Lien No
WESTLAND 100024200010835714 II-1 First Lien No
NEW CARROLLTON 100024200010962310 II-1 First Lien No
COCOA BEACH 100024200010924245 II-1 First Lien No
BROWNSTOWN TOWNSHIP 100024200010924260 II-1 First Lien No
CANTON 100024200010962484 II-1 First Lien No
BOULDER 100024200008631844 II-1 First Lien No
DAVIS 100024200010403943 II-1 First Lien No
BOULDER 100024200008636520 II-1 First Lien No
TOLEDO 100024200010404594 II-1 First Lien No
RIVERVIEW 100057400002504985 II-1 First Lien No
DRAPER 100024200010882963 II-1 First Lien No
MADISON 100024200010882971 II-1 First Lien No
CORAL GABLES II-1 First Lien No
CHULA VISTA 100024200011144181 II-1 First Lien No
MEMPHIS 100024200010160923 II-1 First Lien No
PONCHATOULA II-1 First Lien No
BATON ROUGE 100024200011144561 II-1 First Lien No
MEMPHIS 100024200010163174 II-1 First Lien No
TOMBALL 100024200010484083 II-1 First Lien No
MEMPHIS 100024200010163711 II-1 First Lien No
MEMPHIS 100024200010164958 II-1 First Lien No
TOPPENISH 100024200010768444 II-1 First Lien No
CHATTANOOGA 100024200010486500 II-1 First Lien No
MEMPHIS 100024200010165526 II-1 First Lien No
BALTIMORE 100024200010768519 II-1 First Lien No
MIRAMAR 100024200010177398 II-1 First Lien No
WADSWORTH 100024200010729073 II-1 First Lien No
AIKEN II-1 First Lien No
MILFORD 100024200011147945 II-1 First Lien No
HIALEAH 100024200010180590 II-1 First Lien No
MANTEO 100024200010769129 II-1 First Lien No
BOSTON 100214105091300043 II-1 First Lien No
NORMAN 100024200010660138 II-1 First Lien No
SAN JOSE 100024200010777858 II-1 First Lien No
SAINT LOUIS 100024200011148661 II-1 First Lien No
EASTLAKE 100024200010495188 II-1 First Lien No
SANDY 100024200010822662 II-1 First Lien No
COOKEVILLE 100024200010731202 II-1 First Lien No
SPOKANE 100024200010853238 II-1 First Lien No
WINSTON SALEM 100024200010927388 II-1 First Lien No
VANCOUVER 100024200010890362 II-1 First Lien No
SHREVEPORT 100024200010661219 II-1 First Lien No
HIGHLAND 100024200010890891 II-1 First Lien No
SARATOGA SPRINGS 100024200010855134 II-1 First Lien No
MIAMI BEACH 100024200009782075 II-1 First Lien No
COLUMBUS 100024200010673545 II-1 First Lien No
ALBUQUERQUE 100024200010203160 II-1 First Lien No
PHILADELPHIA 100024200011100050 II-1 First Lien No
GLENS FALLS 100024200010676753 II-1 First Lien No
PRAIRIEVILLE 100024200011100357 II-1 First Lien No
KEY LARGO 100024200010225486 II-1 First Lien No
PITTSBURGH 100024200010773824 II-1 First Lien No
NEW HYDE PARK 100024200010824478 II-1 First Lien No
JACKSON 100024200009853561 II-1 First Lien No
HATTIESBURG 100024200010229637 II-1 First Lien No
MIAMI 100024200009858131 II-1 First Lien No
LIVERMORE 100024200011157506 II-1 First Lien No
NEW HAVEN 100024200010781231 II-1 First Lien No
LOS ANGELES 100024200010734776 II-1 First Lien No
LOUISVILLE 100024200011158793 II-1 First Lien No
East Williston 100314507700792602 II-1 First Lien No
DANVILLE 100024200010685986 II-1 First Lien No
PALM COAST 100024200010734974 II-1 First Lien No
FORT WORTH 100024200010521710 II-1 First Lien No
MIAMI 100024200010255111 II-1 First Lien No
METHUEN 100024200010782775 II-1 First Lien No
BOGALUSA 100024200010347926 II-1 First Lien No
HOUSTON 100024200010348924 II-1 First Lien No
KUNA 100024200010856157 II-1 First Lien No
LAFAYETTE 100024200010350680 II-1 First Lien No
HIGHLAND PARK 100024200010353957 II-1 First Lien No
Houston II-1 First Lien No
NORFOLK 100015305351143593 II-1 First Lien No
SARATOGA SPRINGS 100024200010671879 II-1 First Lien No
WAXAHACHIE 100024200010816243 II-1 First Lien No
RUSHVILLE 100024200010672414 II-1 First Lien No
MEMPHIS 100024200010155790 II-1 First Lien No
GENEVA 100024200010768840 II-1 First Lien No
NETCONG 100024200010855373 II-2 First Lien No
DOTHAN 100024200011018773 II-2 First Lien No
LIVERMORE 100024200010946255 II-2 First Lien No
CLEARWATER 100024200010642169 II-2 First Lien No
CONCORD 100024200010984025 II-2 First Lien No
UNIONDALE 100024200010642458 II-2 First Lien No
DES PLAINES 100024200010741599 II-2 First Lien No
LOMA LINDA 100024200010692594 II-2 First Lien No
MIAMI LAKES 100024200010949432 II-2 First Lien No
CHICAGO 100024200010570675 II-2 First Lien No
YORK II-2 First Lien No
MESA 100024200010976146 II-2 First Lien No
SOMERVILLE 100024200010950190 II-2 First Lien No
NEWPORT 100024200010491864 II-2 First Lien No
EUFUALA 100024200010693030 II-2 First Lien No
SOMERVILLE 100024200010950505 II-2 First Lien No
BELGRADE 100024200010987259 II-2 First Lien No
CUMBERLAND 100024200010571707 II-2 First Lien No
NEW IBERIA 100024200010495584 II-2 First Lien No
EUFUALA 100024200010693105 II-2 First Lien No
SPRINGFIELD 100024200010951875 II-2 First Lien No
COLUMBIA 100024200010977615 II-2 First Lien No
WOODHAVEN 100024200010902894 II-2 First Lien No
PORTSMOUTH 100024200011065212 II-2 First Lien No
NEWBERRY 100024200010744684 II-2 First Lien No
ROGERS 100024200010744874 II-2 First Lien No
MOUNTAIN VIEW 100024200011065980 II-2 First Lien No
TALLAHASSEE 100024200010745863 II-2 First Lien No
RIVERSIDE 100024200011121437 II-2 First Lien No
BAKER 100024200010842645 II-2 First Lien No
NEW ORLEANS 100024200010800833 II-2 First Lien No
PHILADELPHIA 100024200010998942 II-2 First Lien No
ST. LOUIS 100024200011078710 II-2 First Lien No
PHILADELPHIA 100024200010999023 II-2 First Lien No
BALTIMORE 100024200011078918 II-2 First Lien No
JACKSON 100024200010713457 II-2 First Lien No
PHILADELPHIA 100024200010999080 II-2 First Lien No
COVINGTON 100024200010755342 II-2 First Lien No
COATESVILLE 100024200010655211 II-2 First Lien No
ORLANDO 100024200011036759 II-2 First Lien No
LAS VEGAS 100024200011080906 II-2 First Lien No
PAWTUCKET 100024200010757058 II-2 First Lien No
KLAMATH FALLS 100024200011081433 II-2 First Lien No
LOVELAND 100024200010601751 II-2 First Lien No
LAS VEGAS 100024200010604334 II-2 First Lien No
BAKER 100024200010843031 II-2 First Lien No
BAKER 100024200010843189 II-2 First Lien No
BAKER 100024200010843403 II-2 First Lien No
SPRING 100024200009243888 II-2 First Lien No
DETROIT 100024200011002140 II-2 First Lien No
MOUNT PLEASANT 100024200011038946 II-2 First Lien No
PHILADELPHIA 100024200010810295 II-2 First Lien No
MIAMI 100024200009440070 II-2 First Lien No
WEST PALM BEACH 100024200010761084 II-2 First Lien No
RIDGEWOOD 100024200011039290 II-2 First Lien No
SAN DIEGO 100024200010810543 II-2 First Lien No
ROWLAND HEIGHTS 100024200010664361 II-2 First Lien No
VIRGINIA BEACH 100024200011040207 II-2 First Lien No
NEW ORLEANS 100024200011133101 II-2 First Lien No
PALOS HILLS 100024200010761530 II-2 First Lien No
NEW ORLEANS 100024200011133820 II-2 First Lien No
MIAMI 100024200010437669 II-2 First Lien No
CHICAGO 100024200010668750 II-2 First Lien No
OLYMPIA FIELDS 100024200010671002 II-2 First Lien No
JACKSONVILLE 100024200010874150 II-2 First Lien No
RALEIGH 100024200010844450 II-2 First Lien No
CHICAGO 100024200010874267 II-2 First Lien No
ROUND LAKE 100024200010844583 II-2 First Lien No
BRENTWOOD 100024200010874762 II-2 First Lien No
WILMINGTON 100024200010880793 II-2 First Lien No
PERRIS 100024200011042062 II-2 First Lien No
COLUMBIA 100024200011090954 II-2 First Lien No
LAS VEGAS 100024200011091846 II-2 First Lien No
BALTIMORE 100024200010650758 II-2 First Lien No
COVINGTON 100024200011092422 II-2 First Lien No
CHICAGO 100024200010652275 II-2 First Lien No
GALESVILLE 100024200010723472 II-2 First Lien No
MIAMI II-2 First Lien No
LAFAYETTE 100024200011143738 II-2 First Lien No
SPANISH FORK 100024200010470363 II-2 First Lien No
PAINESVILLE 100024200010768626 II-2 First Lien No
NORTH WILDWOOD 100024200010769004 II-2 First Lien No
BLAUVELT 100024200010674808 II-2 First Lien No
RESTON 100024200010885701 II-2 First Lien No
CHATTANOOGA 100024200010760128 II-2 First Lien No
RANCHO PALOS VERDES 100024200010760722 II-2 First Lien No
EUGENE 100024200010765119 II-2 First Lien No
HARTFORD 100024200011047244 II-2 First Lien No
JOLIET 100024200010817472 II-2 First Lien No
COCONUT GROVE 100024200010727432 II-2 First Lien No
BERKELEY 100024200010818041 II-2 First Lien No
SEDRO WOOLLEY 100024200010819049 II-2 First Lien No
MANSFIELD 100024200010728513 II-2 First Lien No
CHICAGO 100024200011049331 II-2 First Lien No
WHITMAN 100024200011148646 II-2 First Lien No
BOZEMAN 100024200010776371 II-2 First Lien No
SAINT LOUIS 100024200011098361 II-2 First Lien No
HOUSTON 100024200010195564 II-2 First Lien No
URBANA 100024200010779201 II-2 First Lien No
SEATTLE 100024200010779664 II-2 First Lien No
WILDOMAR 100024200010849848 II-2 First Lien No
OAKLAND 100024200010926687 II-2 First Lien No
ORLANDO 100024200010853071 II-2 First Lien No
MARATHON 100024200010889943 II-2 First Lien No
FAR ROCKAWAY II-2 First Lien No
IRVINGTON 100024200010927453 II-2 First Lien No
SAN DIEGO 100024200010891022 II-2 First Lien No
FORT LAUDERDALE 100024200009797438 II-2 First Lien No
FORT LAUDERDALE II-2 First Lien No
BROOKLYN 100024200010780555 II-2 First Lien No
LOMBARD 100024200010780803 II-2 First Lien No
BUFFALO GROVE 100024200010774715 II-2 First Lien No
AURORA 100024200011101801 II-2 First Lien No
NORTHLAKE 100024200010735591 II-2 First Lien No
ELGIN 100024200010782445 II-2 First Lien No
MERRIMACK 100024200010929483 II-2 First Lien No
ORANGE PARK 100024200010891683 II-2 First Lien No
ISLE OF PALMS 100024200010930234 II-2 First Lien No
PRINCETON 100024200010857411 II-2 First Lien No
WALESKA 100024200010857387 II-2 First Lien No
ACWORTH 100024200010931430 II-2 First Lien No
CHARLOTTE 100024200010895999 II-2 First Lien No
STONE MOUNTAIN 100024200010686463 II-2 First Lien No
ROUND LAKE BEACH 100024200010688717 II-2 First Lien No
CHARLOTTE 100024200011104573 II-2 First Lien No
VENICE 100024200010782429 II-2 First Lien No
SHASTA LAKE 100024200010862254 II-2 First Lien No
CHICAGO 100024200010783005 II-2 First Lien No
WINSTON SALEM 100024200010784193 II-2 First Lien No
LITHONIA 100024200010694418 II-2 First Lien No
CARROLLTON 100024200010784813 II-2 First Lien No
WILMINGTON 100024200010829196 II-2 First Lien No
CAPE CORAL 100024200010785281 II-2 First Lien No
SPARTANBURG 100024200010896757 II-2 First Lien No
PAWTUCKET 100024200010981369 II-2 First Lien No
LORAIN 100024200010861637 II-2 First Lien No
TAMARAC 100024200010089015 II-2 First Lien No
CHICAGO 100024200010899447 II-2 First Lien No
LEESBURG 100024200011189947 II-2 First Lien No
NEWTOWN 100024200010791263 II-2 First Lien No
STONE MOUNTAIN 100024200010695555 II-2 First Lien No
CARLSBAD 100024200010293237 II-2 First Lien No
PROVIDENCE 100024200010868590 II-2 First Lien No
ROHNERT PARK 100024200010796841 II-2 First Lien No
DEDHAM 100024200010868830 II-2 First Lien No
TACOMA 100024200010786297 II-2 First Lien No
LOS ANGELES 100024200010830467 II-2 First Lien No
SOUTH PORTLAND 100024200010954531 II-2 First Lien No
TOBACCOVILLE 100024200010576433 II-2 First Lien No
ENTERPRISE 100024200011071681 II-2 First Lien No
CHESTERLAND 100024200010991608 II-2 First Lien No
CINCINNATI 100024200010746507 II-2 First Lien No
COLUMBUS 100024200010699334 II-2 First Lien No
BROOKLYN 100024200011073166 II-2 First Lien No
BROOKLYN 100024200010747513 II-2 First Lien No
LEXINGTON 100024200010700777 II-2 First Lien No
PURDYS 100024200010994412 II-2 First Lien No
BROOMFIELD 100024200010702690 II-2 First Lien No
GREER 100024200010582985 II-2 First Lien No
GREER 100024200010583975 II-2 First Lien No
BOCA GRANDE 100024200010913123 II-2 First Lien No
SUN VALLEY 100024200011027956 II-2 First Lien No
DENVER 100024200010794291 II-2 First Lien No
MOBILE 100024200010749162 II-2 First Lien No
COLUMBUS 100024200010703771 II-2 First Lien No
VAIL 100024200011116668 II-2 First Lien No
HIALEAH 100024200010797716 II-2 First Lien No
TAMPA 100024200010750236 II-2 First Lien No
COLUMBUS 100024200010704696 II-2 First Lien No
PEORIA 100024200010961205 II-2 First Lien No
GAINESVILLE 100024200010998207 II-2 First Lien No
PHILADELPHIA 100024200010998413 II-2 First Lien No
ATTLEBORO 100024200011032725 II-2 First Lien No
PHILADELPHIA 100024200010998686 II-2 First Lien No
COLD SPRING 100024200010707814 II-2 First Lien No
WESLEY CHAPEL 100024200010651491 II-2 First Lien No
CHARLOTTE 100024200010961684 II-2 First Lien No
PHILADELPHIA 100024200010998843 II-2 First Lien No
OOLTEWAH 100024200010707939 II-2 First Lien No
NEW BEDFORD 100024200010590913 II-2 First Lien No
SHIRLEY 100024200010961783 II-2 First Lien No
PORT ROYAL 100024200010841712 II-2 First Lien No
GARNERVILLE 100024200010701643 II-2 First Lien No
STONE MOUNTAIN 100024200010869077 II-2 First Lien No
BERKLEY 100024200010870877 II-2 First Lien No
WESTLAND 100024200010832810 II-2 First Lien No
EVANSTON 100024200010793863 II-2 First Lien No
MIAMI BEACH 100024200010919146 II-2 First Lien No
CINCINNATI 100024200010935951 II-2 First Lien No
PALM BAY 100024200010920763 II-2 First Lien No
QUEEN CREEK 100024200010900245 II-2 First Lien No
BREAUX BRIDGE 100024200010900724 II-2 First Lien No
PALM BAY 100024200010922025 II-2 First Lien No
MARRERO 100024200010987648 II-2 First Lien No
DECATUR 100024200010900799 II-2 First Lien No
COLLEGE PARK 100024200010865158 II-2 First Lien No
PANACEA 100024200010922488 II-2 First Lien No
WEST PALM BEACH 100024200010517841 II-2 First Lien No
MAGNOLIA SPRINGS 100024200010870935 II-2 First Lien No
BALTIMORE 100024200010866222 II-2 First Lien No
PENSACOLA 100024200010990402 II-2 First Lien No
SPRING VALLEY 100024200010940951 II-2 First Lien No
LADSON 100024200010706790 II-2 First Lien No
NASHVILLE 100024200010802581 II-2 First Lien No
KANNAPOLIS 100024200010990956 II-2 First Lien No
COVENTRY 100024200010942882 II-2 First Lien No
COMMERCE CITY 100024200010711451 II-2 First Lien No
PENSACOLA 100024200010716856 II-2 First Lien No
PENSACOLA 100024200010717268 II-2 First Lien No
WAYNE 100024200010834675 II-2 First Lien No
COLLEGE PARK 100024200010812622 II-2 First Lien No
HICKSVILLE 100024200010834857 II-2 First Lien No
DACONO 100024200010718506 II-2 First Lien No
SOUTHAMPTON 100024200010605216 II-2 First Lien No
WAYNE 100024200010835466 II-2 First Lien No
COVINGTON 100024200010522197 II-2 First Lien No
VERO BEACH 100024200010992150 II-2 First Lien No
GASTONIA 100024200010527691 II-2 First Lien No
BOILING SPRINGS 100024200010903660 II-2 First Lien No
CHICAGO 100024200010904353 II-2 First Lien No
ST PETERSBURG 100024200010966162 II-2 First Lien No
WATERBURY 100024200010927842 II-2 First Lien No
AURORA 100024200010966246 II-2 First Lien No
SAN LEANDRO 100024200010993745 II-2 First Lien No
PALOS PARK 100024200010881338 II-2 First Lien No
CORNELIUS 100024200010906226 II-2 First Lien No
NAPERVILLE 100024200010947048 II-2 First Lien No
TAYLORSVILLE 100024200010217533 II-2 First Lien No
WINSTON SALEM 100024200010947683 II-2 First Lien No
LOS LUNAS 100024200010870794 II-2 First Lien No
GARDEN CITY 100024200010836449 II-2 First Lien No
BALTIMORE 100024200010727069 II-2 First Lien No
LINCOLN 100024200010884902 II-2 First Lien No
POWDER SPRINGS 100024200010839203 II-2 First Lien No
BLACKLICK 100024200010930606 II-2 First Lien No
BALTIMORE 100024200010532691 II-2 First Lien No
WINSTON SALEM 100024200010947808 II-2 First Lien No
MEMPHIS 100024200010604979 II-2 First Lien No
SUMMERVILLE 100024200009547478 II-2 First Lien No
WINSTON SALEM 100024200010947840 II-2 First Lien No
HAMPTON 100024200010606123 II-2 First Lien No
CLEARWATER 100024200010871602 II-2 First Lien No
GLOCESTER 100024200010998041 II-2 First Lien No
PHILADELPHIA 100024200009665080 II-2 First Lien No
SALISBURY 100024200010970206 II-2 First Lien No
SACRAMENTO 100024200010872030 II-2 First Lien No
PHILADELPHIA 100024200009681665 II-2 First Lien No
STATEN ISLAND 100024200010824320 II-2 First Lien No
ALAMO 100024200010886154 II-2 First Lien No
BATON ROUGE 100024200010269237 II-2 First Lien No
TALLAHASSEE 100024200010825574 II-2 First Lien No
ANDERSON 100024200010269369 II-2 First Lien No
BIRMINGHAM 100024200010886873 II-2 First Lien No
PORT JEFFERSON STATION 100024200010746994 II-2 First Lien No
HOFFMAN ESTATES 100024200010748669 II-2 First Lien No
FALLS CHURCH 100024200010970339 II-2 First Lien No
NORTHBROOK 100024200010970529 II-2 First Lien No
CHICAGO 100024200010615553 II-2 First Lien No
ROANOKE 100024200010933980 II-2 First Lien No
PARKLAND 100024200010971717 II-2 First Lien No
HARVEY 100024200009740917 II-2 First Lien No
LA QUINTA 100024200010426324 II-2 First Lien No
BATON ROUGE 100024200010269443 II-2 First Lien No
ATLANTA 100024200010913321 II-2 First Lien No
BOYNTON BEACH 100024200010951941 II-2 First Lien No
CHICAGO 100024200011004542 II-2 First Lien No
MIAMI 100024200010273056 II-2 First Lien No
CHICAGO 100024200011005531 II-2 First Lien No
MARGATE 100024200010914212 II-2 First Lien No
SANDY 100024200010620264 II-2 First Lien No
WASHINGTON 100024200010915276 II-2 First Lien No
GALLATIN 100024200009830510 II-2 First Lien No
CHESAPEAKE BEACH 100024200010974067 II-2 First Lien No
KISSIMMEE 100024200011009020 II-2 First Lien No
WINSTON SALEM 100024200010916308 II-2 First Lien No
MONTGOMERY 100024200010829626 II-2 First Lien No
DALLAS 100024200010435507 II-2 First Lien No
DES PLAINES 100024200010750293 II-2 First Lien No
OYSTER BAY 100024200010960132 II-2 First Lien No
ATLANTA 100024200010916951 II-2 First Lien No
CHICAGO 100024200010751648 II-2 First Lien No
EAST HAMPTON 100024200010752612 II-2 First Lien No
MANCHESTER 100024200010889752 II-2 First Lien No
CARMEL 100024200010890206 II-2 First Lien No
PALM BEACH 100024200010834477 II-2 First Lien No
SPRINGFIELD 100024200010834873 II-2 First Lien No
MESA 100024200011011885 II-2 First Lien No
Fort Lauderdale 100015305850616412 II-1 First Lien No
KISSIMMEE 100024200010675458 II-1 First Lien No
WILLOUGHBY 100024200010974307 II-1 First Lien No
Lafayette Hill 100076500000879680 II-1 First Lien No
East Hampton 100015305850597695 II-1 First Lien No
Alexandria 100314507700777918 II-1 First Lien No
Los Angeles 100031445005100092 II-1 First Lien No
Montgomery 100031449004101424 II-1 First Lien No
TUPELO 100031449005093059 II-1 First Lien No
MOUNT VERNON 100245400023852523 II-1 First Lien No
Charlotte II-1 First Lien No
TUCSON 100386100002042521 II-1 First Lien No
Auburn Hills 100218000000163507 II-1 First Lien No
SILVER SPRING 100177399050708958 II-1 First Lien No
LOUISVILLE 100024200010974497 II-2 First Lien No
SAINT LOUIS 100024200009888112 II-2 First Lien No
NASHVILLE 100024200011014517 II-2 First Lien No
SAINT LOUIS 100024200009888120 II-2 First Lien No
SAINT LOUIS 100024200009888468 II-2 First Lien No
SHERWOOD 100024200010918072 II-2 First Lien No
SAINT LOUIS 100024200009888518 II-2 First Lien No
WAXHAW 100024200010919625 II-2 First Lien No
MORENO VALLEY 100024200010940241 II-2 First Lien No
ANDERSON 100024200010305957 II-2 First Lien No
TOPEKA 100024200011015100 II-2 First Lien No
ANDERSON 100024200010306039 II-2 First Lien No
HATTIESBURG 100024200010963789 II-2 First Lien No
MOUNT AIRY 100024200010543482 II-2 First Lien No
LEXINGTON 100024200010456370 II-2 First Lien No
LEXINGTON 100024200010456651 II-2 First Lien No
RALEIGH 100024200010309447 II-2 First Lien No
RALEIGH 100024200010309868 II-2 First Lien No
CROWN POINT 100024200010967459 II-2 First Lien No
RALEIGH 100024200010310718 II-2 First Lien No
DENVER 100024200010892079 II-2 First Lien No
CHICAGO 100024200010846034 II-2 First Lien No
WOODBRIDGE 100024200011015340 II-2 First Lien No
FORT COLLINS 100225560558150031 II-2 First Lien No
SAN RAFAEL 100024200010678957 II-2 First Lien No
HIGH POINT 100024200011053358 II-2 First Lien No
HUNTINGTON BEACH 100024200010980510 II-2 First Lien No
CHICAGO 100024200010630396 II-2 First Lien No
DENVER 100024200011016900 II-2 First Lien No
ELMHURST 100024200010980858 II-2 First Lien No
KISSIMMEE 100024200010550214 II-2 First Lien No
OAKLAND 100024200010981187 II-2 First Lien No
RALEIGH 100024200010315220 II-2 First Lien No
HIGH POINT 100024200011054372 II-2 First Lien No
TOPEKA 100024200011017254 II-2 First Lien No
NAGS HEAD 100024200010981286 II-2 First Lien No
LYNN 100225100001013593 II-2 First Lien No
SACRAMENTO 100279300000123410 II-2 First Lien No
NEW ORLEANS 100024200010635569 II-2 First Lien No
FALLON 100024200010553994 II-2 First Lien No
GAITHERSBURG 100024200010474506 II-2 First Lien No
SALT LAKE CITY 100024200010971303 II-2 First Lien No
CHARLOTTESVILLE 100024200010475560 II-2 First Lien No
EAST FALMOUTH 100024200010847776 II-2 First Lien No
MINNEAPOLIS 100024200010973713 II-2 First Lien No
DETROIT 100024200010481030 II-2 First Lien No
CHESAPEAKE 100024200010898027 II-2 First Lien No
RIDGEWOOD 100024200010974166 II-2 First Lien No
BROOKLYN 100024200010898217 II-2 First Lien No
SARASOTA 100024200010852578 II-2 First Lien No
Terrell 100404400000012197 II-1 First Lien No
Terrell 10040440000012619 II-1 First Lien No
Fort Worth 100404400000010696 II-1 First Lien No
Fresno 1004044-0000001381 II-1 First Lien No
Spring 100404400000012437 II-1 First Lien No
Memphis 100404400000009821 II-1 First Lien No
Terrell 100404400000014292 II-1 First Lien No
Terrell 100404400000014243 II-1 First Lien No
Plano 100404400000014490 II-1 First Lien No
Athens 100404400000010076 II-1 First Lien No
Washington 100404400000004467 II-1 First Lien No
Crowley 100404400000006454 II-1 First Lien No
Missouri City 100404400000009078 II-1 First Lien No
Island Park 100399600000109320 II-1 First Lien No
Broken Arrow 100038500010107467 II-1 First Lien No
Aylett 100078200000192980 II-1 First Lien No
WALPOLE 100029500008330973 II-1 First Lien No
AGOURA HILLS 100029500008362877 II-1 First Lien No
LAWRENCEVILLE 100029500008435772 II-1 First Lien No
TUCSON 100029500008367678 II-1 First Lien No
NEWPORT 100029500008778577 II-1 First Lien No
CANTON 100029500008096053 II-1 First Lien No
FORT MYERS 100029500008369302 II-1 First Lien No
Worcester M10023850000201923 II-1 First Lien No
MINNEAPOLIS 100245400023808772 II-1 First Lien No
GILBERTSVILLE 100386100002039238 II-1 First Lien No
REDONDO BEACH 100029500008543658 II-1 First Lien No
Fort Myers 100030200559001563 II-1 First Lien No
HILLSIDE 100070210670024759 II-1 First Lien No
Norwich M10023850000201344 II-1 First Lien No
HARRISBURG 100024200010623458 II-2 First Lien No
GAINESVILLE 100029500008404646 II-1 First Lien No
PORT RICHEY 100029500008260824 II-1 First Lien No
LLANO AREA 100079600400512829 II-1 First Lien No
COLORADO CITY 100386100002030898 II-1 First Lien No
YUMA 100386100002048197 II-1 First Lien No
SAN ANTONIO 100386100002048429 II-1 First Lien No
SAN DIEGO 100221000000019761 II-1 First Lien No
MISSION 100386100002049989 II-1 First Lien No
BRUNSWICK HILLS 100057400002374033 II-1 First Lien No
YPSILANTI 100057400002438242 II-1 First Lien No
OAK GROVE 100177054300008457 II-1 First Lien No
NASHVILLE 100029500008031225 II-1 First Lien No
CAPE CORAL 100029500008323101 II-1 First Lien No
CONCORD 100029500008283305 II-1 First Lien No
JACKSONVILLE 100029500008533600 II-1 First Lien No
HENDERSON 100057400002121269 II-1 First Lien No
BRUNSWICK 100057400002355974 II-1 First Lien No
DALLAS 100204100000624445 II-1 First Lien No
DALLAS 100204100000612523 II-1 First Lien No
EAST MORICHES 100314507700687034 II-1 First Lien No
Cedar Hill 100150409059002104 II-1 First Lien No
Dothan II-1 First Lien No
Valley Village 100185105100301656 II-1 First Lien No
Albany 100114700000185435 II-1 First Lien No
Albany 100114700000188330 II-1 First Lien No
Baltimore 10011470000019050 II-1 First Lien No
Hitchcock 100052100005048486 II-1 First Lien No
Oak Leaf 100052100005048874 II-1 First Lien No
Calexico 100414001000116836 II-1 First Lien No
HOUSTON 100414001000118964 II-1 First Lien No
HUMBLE 100414001000118980 II-1 First Lien No
Circle Pines 100197500000249680 II-1 First Lien No
KATY 100414001000114021 II-1 First Lien No
Sunrise II-1 First Lien No
CHARLOTTE 100027605040502489 II-1 First Lien No
Dallas 100034200005404672 II-1 First Lien No
El Monte 100034200002577355 II-1 First Lien No
Charlotte 100098900051004820 II-1 First Lien No
WINDSOR 100034200002504961 II-1 First Lien No
Stafford 100127800007244832 II-1 First Lien No
Waterville Valley 100102373590178009 II-1 First Lien No
Granada Hills 100102373310179680 II-1 First Lien No
Maumelle 100238400000459465 II-1 First Lien No
Highland 100279000002142711 II-1 First Lien No
BALTIMORE II-1 First Lien No
Falls Church 100015305351228816 II-1 First Lien No
Canton 100098900051027995 II-1 First Lien No
Plano 100098900050908443 II-1 First Lien No
Spring 100098900051017947 II-1 First Lien No
Minneapolis II-1 First Lien No
Minneapolis II-1 First Lien No
Saint Paul 100431500000001202 II-1 First Lien No
Miami II-1 First Lien No
DENTON 100149500055582141 II-1 First Lien No
GAINESVILLE 100149500055588239 II-1 First Lien No
HUNTSVILLE 100149500055589849 II-1 First Lien No
DENTON 100149500055582919 II-1 First Lien No
DALLAS 100149500055588932 II-1 First Lien No
Maywood 100424905120014507 II-1 First Lien No
Tyler 100518000000003092 II-1 First Lien No
Jefferson II-1 First Lien No
JACKSONVILLE 100251800000002631 II-1 First Lien No
Phoenixville 100076500000897724 II-1 First Lien No
TYLER 100251800000003290 II-1 First Lien No
HOUSTON 100198901010000290 II-1 First Lien No
Royal Oak 100063700002723499 II-1 First Lien No
Hightstown 100035015700001568 II-1 First Lien No
Belton 100414001000122123 II-1 First Lien No
Ellicott City 100015305351196302 II-1 First Lien No
Paterson 100234400000125151 II-1 First Lien No
MANASSAS 100015305850676481 II-1 First Lien No
Springfield 100015305850676309 II-1 First Lien No
INDIANAPOLIS 100330705100091126 II-1 First Lien No
INDIANAPOLIS 100330705100088643 II-1 First Lien No
LOUISVILLE 100330705100090557 II-1 First Lien No
CONVERSE 100177014800013589 II-1 First Lien No
Austin 100177015000032089 II-1 First Lien No
CHARLOTTE 100177053500004589 II-1 First Lien No
CHANNELVIEW 100177011300011253 II-1 First Lien No
HOUSTON 100177011300021625 II-1 First Lien No
AUSTIN 100177015000028830 II-1 First Lien No
Aurora 100072500008207144 II-1 First Lien No
Saint Louis 100072500008206039 II-1 First Lien No
KATY 100198900000028804 II-1 First Lien No
MOUNT CARMEL 100198900000033440 II-1 First Lien No
LAKE JACKSON 100198900000033861 II-1 First Lien No
Cambridge 100139000024604409 II-1 First Lien No
FORTH WORTH 100404400000000648 II-1 First Lien No
Houston 100198900000031121 II-1 First Lien No
AUSTIN 100198900000020314 II-1 First Lien No
Lubbock II-1 First Lien No
DALLAS 100198900000025255 II-1 First Lien No
LOS ANGELES 100177054300011568 II-1 First Lien No
HOUSTON 100198900000031030 II-1 First Lien No
FORT WORTH 10019890000033705 II-1 First Lien No
Longport 100076500000830824 II-1 First Lien No
Providence M10023850000201189 II-1 First Lien No
Edgewater 100212504000209554 II-1 First Lien No
DELMAR 100212504000227986 II-1 First Lien No
Memphis 100212504000218365 II-1 First Lien No
ELIZABETHTON 100212504000223548 II-1 First Lien No
PITTSBURGH 100212504000230451 II-1 First Lien No
Carlisle 100212504000230741 II-1 First Lien No
LANSING 100212504000220718 II-1 First Lien No
LANSING 100212504000220668 II-1 First Lien No
MCKNIGHTSTOWN 100212504000221161 II-1 First Lien No
ABBOTTSTOWN 100212504000223118 II-1 First Lien No
LOCKPORT II-1 First Lien No
New Hope 100212504000223076 II-1 First Lien No
GETTYSBURG 100212504000223225 II-1 First Lien No
SALISBURY 100212504000226418 II-1 First Lien No
KNOXVILLE 100212504000223126 II-1 First Lien No
KISSIMMEE 100212504000226715 II-1 First Lien No
Lothian 100212504000197486 II-1 First Lien No
Philadelphia 100212504000202476 II-1 First Lien No
Philadelphia 100212504000202542 II-1 First Lien No
Temple Hills 100212504000214638 II-1 First Lien No
Sevierville 100212504000214810 II-1 First Lien No
Curtis Bay 100212504000177504 II-1 First Lien No
Nashua II-1 First Lien No
Brookline 100196600000248954 II-1 First Lien No
Bronx 100234400000130839 II-1 First Lien No
Naples 100234400000127496 II-1 First Lien No
Saint Francis 100220710000101473 II-1 First Lien No
Coon Rapids 100220710000093308 II-1 First Lien No
Columbia Heights 100220710000096996 II-1 First Lien No
Louisville 100265600004408733 II-1 First Lien No
Katy 100265600004412305 II-1 First Lien No
Oneonta 10026500004412990 II-1 First Lien No
PEARLAND 100265600004900408 II-1 First Lien No
De Soto 100265600004900234 II-1 First Lien No
Houston 100265600004270679 II-1 First Lien No
Cleveland 100265600004270927 II-1 First Lien No
SAN BERNARDINO 100386100002026508 II-1 First Lien No
SAN BERNARDINO 100386100002026516 II-1 First Lien No
Dallas II-1 First Lien No
San Antonio 100424905110008550 II-1 First Lien No
Laguna Vista 100424905110008493 II-1 First Lien No
Mansfield 100424905100007117 II-1 First Lien No
Mesquite 100424905100006879 II-1 First Lien No
Lake Jackson 100424905100007752 II-1 First Lien No
Houston 100424905100007794 II-1 First Lien No
Corpus Christi 100424905100006168 II-1 First Lien No
FENWICK ISLAND 100086600526032018 II-1 First Lien No
LAFAYETTE 100204100000663245 II-1 First Lien No
MALIBU 100072900000827420 II-1 First Lien No
IRVINE 100057400002340976 II-1 First Lien No
TYLER 100251800000002375 II-1 First Lien No
MONTGOMERY 100251800000001583 II-1 First Lien No
GARLAND 100251800000002003 II-1 First Lien No
Garland 100251800000002847 II-1 First Lien No
FARMERSVILLE 100251800000000445 II-1 First Lien No
GILBERT 100029500008666228 II-1 First Lien No
San Francisco 100218000000165478 II-1 First Lien No
FORT MEYERS 100029500008572087 II-1 First Lien No
Lorton 100015305850536065 II-1 First Lien No
UNIONVILLE 100076500000877833 II-1 First Lien No
Dover 100076500000895173 II-1 First Lien No
Aldan 100076500000848628 II-1 First Lien No
Newtown 100076500000902987 II-1 First Lien No
Pennsauken 100076500000902599 II-1 First Lien No
YUCCA VALLEY 100024200010505192 II-1 First Lien No
TAVARES 100024200010910475 II-1 First Lien No
ABERDEEN 100024200010914196 II-1 First Lien No
WALDEN 100024200010914238 II-1 First Lien No
FALL RIVER 100024200010915508 II-1 First Lien No
BONITA SPRINGS 100024200010352736 II-1 First Lien No
ISSAQUAH 100024200010649404 II-1 First Lien No
MISSOURI CITY 100024200010361695 II-1 First Lien No
IDAHO FALLS 100024200010995526 II-1 First Lien No
MEDINA 100024200011116353 II-1 First Lien No
SNOHOMISH 100024200010649495 II-1 First Lien No
SEATTLE 100024200010649669 II-1 First Lien No
THOMASTON 100024200010751663 II-1 First Lien No
MOORESVILLE 100024200010704787 II-1 First Lien No
THOMASTON 100024200010751887 II-1 First Lien No
SAN ANTONIO 100024200010651038 II-1 First Lien No
RENO 100024200011077803 II-1 First Lien No
NORTH AURORA 100024200010800718 II-1 First Lien No
SPOKANE 100024200010587661 II-1 First Lien No
DICKINSON II-1 First Lien No
SYRACUSE 100024200011034556 II-1 First Lien No
MOUNT SINAI 100024200007195007 II-1 First Lien No
SPRINGFIELD 100024200010652184 II-1 First Lien No
SPRINGFIELD 100024200010652267 II-1 First Lien No
SYRACUSE 100024200010591085 II-1 First Lien No
CATHEDRAL CITY 100024200010591267 II-1 First Lien No
RIVERDALE 100024200010839328 II-1 First Lien No
PHILADELPHIA 100024200010841043 II-1 First Lien No
ATLANTA 100024200010841902 II-1 First Lien No
MIAMI II-1 First Lien No
HIDDEN VALLEY 100024200011078421 II-1 First Lien No
BALTIMORE 100024200010801419 II-1 First Lien No
BRONX 100024200010397491 II-1 First Lien No
BROOKLYN 100024200011123375 II-1 First Lien No
WOOD DALE 100024200010707970 II-1 First Lien No
CORAL SPRINGS II-1 First Lien No
COVINGTON 100024200010712681 II-1 First Lien No
JAMAICA 100024200010999031 II-1 First Lien No
DALLAS 100024200011125024 II-1 First Lien No
GERMANTOWN 100024200010754667 II-1 First Lien No
HALETHORPE 100024200011126303 II-1 First Lien No
OSPREY 100024200010592299 II-1 First Lien No
LAS VEGAS II-1 First Lien No
PACOLET 100024200010999726 II-1 First Lien No
FRANKLINTON 100024200010756043 II-1 First Lien No
FOUNTAIN HILLS 100024200010594113 II-1 First Lien No
PIKESVILLE 100024200010595243 II-1 First Lien No
NORTHAMPTON 100024200010657175 II-1 First Lien No
MENIFEE 100024200010657514 II-1 First Lien No
SPOKANE VALLEY 100024200010759302 II-1 First Lien No
YOUNGSTOWN 100024200010660252 II-1 First Lien No
NORTHBROOK 100024200010660328 II-1 First Lien No
WALDORF 100024200010661102 II-1 First Lien No
SEFFNER 100056400970503762 II-1 First Lien No
MANDEVILLE II-1 First Lien No
CARLSBAD 100024200010055008 II-1 First Lien No
LAUDERDALE LAKES 100024200010056543 II-1 First Lien No
GULFPORT 100024200011083132 II-1 First Lien No
MIAMI II-1 First Lien No
LAUDERDALE LAKES 100024200010056865 II-1 First Lien No
TAMPA 100024200011130859 II-1 First Lien No
COLUMBIA FALLS 100024200010810147 II-1 First Lien No
FULTON 100024200010430227 II-1 First Lien No
LAUDERDALE LAKES 100024200010057103 II-1 First Lien No
MENTOR 100024200010760524 II-1 First Lien No
BRANDON 100024200010431142 II-1 First Lien No
ALVA 100024200010074330 II-1 First Lien No
WILTON 100024200011039043 II-1 First Lien No
GRANTS PASS 100024200011131832 II-1 First Lien No
LOUISVILLE 100024200010810360 II-1 First Lien No
CHELSEA 100024200010717680 II-1 First Lien No
MCHENRY 100024200010076897 II-1 First Lien No
CALIMESA 100024200010641823 II-1 First Lien No
HAMMOND 100024200010082374 II-1 First Lien No
CHOCTAW 100024200011132970 II-1 First Lien No
LODI 100024200010761506 II-1 First Lien No
LAS VEGAS 100319500511040076 II-1 First Lien No
MIAMI 100024200010093199 II-1 First Lien No
UNIVERSITY PLACE 100024200011004716 II-1 First Lien No
BEAVERCREEK 100024200010665129 II-1 First Lien No
KINGSTON 100024200010721161 II-1 First Lien No
SAN JUAN CAPISTRANO 100024200010104855 II-1 First Lien No
CHICAGO 100024200010721799 II-1 First Lien No
BOYNE CITY 100024200010722698 II-1 First Lien No
PAWLEYS ISLAND 100024200010845440 II-1 First Lien No
GRETNA 100024200009547429 II-1 First Lien No
GRETNA 100024200009552098 II-1 First Lien No
HIALEAH 100024200010109425 II-1 First Lien No
RIVERDALE 100024200010450423 II-1 First Lien No
CAPTIVA 100024200010119747 II-1 First Lien No
TOLEDO 100024200011089444 II-1 First Lien No
TAMPA 100024200010764567 II-1 First Lien No
MARKHAM 100024200010453328 II-1 First Lien No
MAGNOLIA 100024200010765549 II-1 First Lien No
WASHINGTON 100024200010723068 II-1 First Lien No
BREMERTON 100024200010671754 II-1 First Lien No
MONTGOMERY 100024200010457915 II-1 First Lien No
MIAMI 100024200009586260 II-1 First Lien No
HEMET 100024200010766778 II-1 First Lien No
CHARDON 100024200010570931 II-1 First Lien No
THOMASTON 100024200010743926 II-1 First Lien No
LOUISVILLE 100024200010976880 II-1 First Lien No
NORTH LAS VEGAS 100024200010496293 II-1 First Lien No
BOSTON 100024200010644678 II-1 First Lien No
FRIENDSWOOD 100024200010575666 II-1 First Lien No
LAKE WALES 100024200010497267 II-1 First Lien No
HUTTO 100024200010744205 II-1 First Lien No
CHICAGO 100024200011023658 II-1 First Lien No
MANDEVILLE 100024200010694889 II-1 First Lien No
FLORENCE 100024200011065287 II-1 First Lien No
SAN BERNARDINO 100024200010645022 II-1 First Lien No
ASHEVILLE 100024200011113657 II-1 First Lien No
COACHELLA 100024200010952931 II-1 First Lien No
FLORENCE 100024200010575807 II-1 First Lien No
FLATWOODS 100024200011068976 II-1 First Lien No
SEATTLE 100024200010745913 II-1 First Lien No
SAN RAMON 100024200010698005 II-1 First Lien No
BOSTON 100024200010645535 II-1 First Lien No
PITTSBURG 100024200011114440 II-1 First Lien No
COLUMBUS 100024200010576540 II-1 First Lien No
HATTIESBURG 100024200010501001 II-1 First Lien No
PHOENIX 100024200010698617 II-1 First Lien No
GREER 100024200010501092 II-1 First Lien No
SPRINGFIELD 100024200010955959 II-1 First Lien No
PITTSBURG 100024200010699946 II-1 First Lien No
RANDALLSTOWN 100024200010994354 II-1 First Lien No
MISSION 100024200010956866 II-1 First Lien No
POLLOCK PINES 100024200011077639 II-1 First Lien No
FORT MOHAVE 100024200010502728 II-1 First Lien No
WELCH 100024200010647705 II-1 First Lien No
CARBONDALE 100024200010579114 II-1 First Lien No
FORT MOHAVE 100024200010503809 II-1 First Lien No
GREER 100024200010504716 II-1 First Lien No
SAN BERNARDINO 100024200010909972 II-1 First Lien No
SARASOTA 100024200010938062 II-1 First Lien No
HOPEWELL JUNCTION 100024200009881802 II-1 First Lien No
CHARLOTTE 100024200010624563 II-1 First Lien No
SARASOTA 100024200010938260 II-1 First Lien No
KENSINGTON 100024200010436703 II-1 First Lien No
BEAVERTON 100024200010960439 II-1 First Lien No
PUTNAM 100024200010624894 II-1 First Lien No
ORLANDO 100024200010974646 II-1 First Lien No
SARASOTA 100024200010938591 II-1 First Lien No
EVERETT 100024200010436810 II-1 First Lien No
DECATUR 100024200010300362 II-1 First Lien No
GREENSBORO 100024200011015514 II-1 First Lien No
CHICAGO 100024200010677504 II-1 First Lien No
JACKSONVILLE 100024200010939987 II-1 First Lien No
MANDEVILLE 100024200010302566 II-1 First Lien No
PAINESVILLE 100024200010961296 II-1 First Lien No
JACKSONVILLE 100024200010677686 II-1 First Lien No
JONESBORO 100024200010541734 II-1 First Lien No
WOODLAKE 100024200010445688 II-1 First Lien No
COVINGTON 100024200011016710 II-1 First Lien No
STREETSBORO 100024200010961767 II-1 First Lien No
ERIE 100024200010677702 II-1 First Lien No
FLORENCE 100024200010627426 II-1 First Lien No
SPRING 100024200009892536 II-1 First Lien No
OAKDALE 100024200010447775 II-1 First Lien No
MOUNT JULIET 100024200010919815 II-1 First Lien No
PEORIA 100024200010963409 II-1 First Lien No
FLORENCE 100024200010627806 II-1 First Lien No
RALEIGH 100024200010976716 II-1 First Lien No
SPRINGFIELD 100024200009906500 II-1 First Lien No
FOUNTAIN INN 100024200011018542 II-1 First Lien No
MIAMI 100024200010449607 II-1 First Lien No
PROVO 100024200010921670 II-1 First Lien No
FLORENCE 100024200010627889 II-1 First Lien No
DAVENPORT 100024200009912094 II-1 First Lien No
BAKERSFIELD 100024200010456081 II-1 First Lien No
WASHINGTON 100024200010963995 II-1 First Lien No
FLORENCE 100024200010628093 II-1 First Lien No
CHESTER 100024200010837322 II-1 First Lien No
BREAUX BRIDGE 100024200010456685 II-1 First Lien No
IRVINGTON 100024200010924088 II-1 First Lien No
FLORISSANT 100024200010894638 II-1 First Lien No
KILL DEVIL HILLS 100024200010845655 II-1 First Lien No
SUNRISE BEACH 100024200011016231 II-1 First Lien No
FLORENCE 100024200010628192 II-1 First Lien No
WHITE HALL 100024200010968382 II-1 First Lien No
BATON ROUGE 100056400460504833 II-1 First Lien No
OLD HICKORY 100024200010630834 II-1 First Lien No
JOPLIN 100024200011053739 II-1 First Lien No
SANDY 100024200011016983 II-1 First Lien No
PORT SAINT LUCIE 100024200010468045 II-1 First Lien No
KANSAS CITY 100024200010680771 II-1 First Lien No
SACRAMENTO 100024200010550891 II-1 First Lien No
WARREN 100024200010320147 II-1 First Lien No
KENT 100024200010633549 II-1 First Lien No
GREENVILLE 100024200011054430 II-1 First Lien No
HOMEWOOD 100024200010472229 II-1 First Lien No
MESA 100024200010474415 II-1 First Lien No
HUNTINGTON BEACH 100024200010970842 II-1 First Lien No
FREDERICK 100024200011018377 II-1 First Lien No
SOUTH LAKE TAHOE 100024200010337356 II-1 First Lien No
CORAL SPRINGS 100024200010682777 II-1 First Lien No
CTY OF CMMRCE 100024200010641344 II-1 First Lien No
SAN DIEGO 100024200010338172 II-1 First Lien No
HAMPTON 100024200010558233 II-1 First Lien No
MIAMI 100024200010971733 II-1 First Lien No
SCHENECTADY 100024200010561963 II-1 First Lien No
LOS ANGELES 100024200010478598 II-1 First Lien No
LAFAYETTE 100024200010343024 II-1 First Lien No
ELK GROVE 100024200010899744 II-1 First Lien No
NEWPORT NEWS 100024200010854640 II-1 First Lien No
CLEARWATER 100024200010855878 II-1 First Lien No
PORTSMOUTH 100024200011019086 II-1 First Lien No
AVON 100024200010642037 II-1 First Lien No
HOLLYWOOD 100024200011019276 II-1 First Lien No
WEST LEBANON 100024200010566491 II-1 First Lien No
TOLEDO 100024200011019391 II-1 First Lien No
GAUTIER 100024200010946339 II-1 First Lien No
MIAMI 100024200010485080 II-1 First Lien No
CANTON 100024200010739403 II-1 First Lien No
BUSHKILL 100024200011063852 II-1 First Lien No
MANDEVILLE 100024200011040041 II-1 First Lien No
RICHARDSON 100024200010485700 II-1 First Lien No
ACTON 100214105110900039 II-1 First Lien No
AUBURN 100024200010741862 II-1 First Lien No
MOUNT JULIET 100024200011044480 II-1 First Lien No
ROCKVILLE 100024200010643423 II-1 First Lien No
AURORA 100024200010986103 II-1 First Lien No
SALT LAKE CITY 100024200010643878 II-1 First Lien No
Clarkston 100063700002707559 II-1 First Lien No
Ferndale 100036700002722178 II-1 First Lien No
CITY1 PP_DESC IO_FLAG IO_PERIOD PORTFOLIO
-----------------------------------------------------------------------------------------------------
SHREWSBURY NO PP YES 10 YEARS EMC
UPLAND NO PP YES 10 YEARS EMC
WRIGHTWOOD NO PP YES 10 YEARS EMC
RALEIGH NO PP YES 10 YEARS EMC
MAGALIA 6M PP NO NON-IO EMC
Lilburn NO PP NO NON-IO EMC
EVANS 6M PP NO NON-IO EMC
FRESNO 6M PP YES 10 YEARS EMC
HILLSBORO 6M PP YES 10 YEARS EMC
IRVING NO PP NO NON-IO EMC
NORTH LAS VEGAS 3Y PP YES 10 YEARS EMC
Spring Hill 1Y PP YES 10 YEARS EMC
NORTH PORT 6M PP YES 10 YEARS EMC
Union City NO PP YES 10 YEARS EMC
NAMPA 6M PP YES 10 YEARS EMC
PATERSON NO PP YES 10 YEARS EMC
WOODSTOCK 3Y PP YES 10 YEARS EMC
Midlothian 3Y PP NO NON-IO EMC
Suprise NO PP YES 10 YEARS EMC
Phoenix NO PP YES 10 YEARS EMC
Las Vegas 3Y PP NO NON-IO EMC
TOMBALL 3Y PP YES 10 YEARS EMC
Lahaina 3Y PP YES 10 YEARS EMC
CYPRESS 3Y PP YES 10 YEARS EMC
Rowland Heights 2Y PP NO NON-IO EMC
Tucson NO PP YES 10 YEARS EMC
Scottsdale NO PP NO NON-IO EMC
Gaithersburg NO PP YES 10 YEARS EMC
Area of Duarte 3Y PP NO NON-IO EMC
Hutchinson 3Y PP YES 10 YEARS EMC
Sanger NO PP NO NON-IO EMC
Trenton NO PP NO NON-IO EMC
Los Angeles 3Y PP NO NON-IO EMC
Riverdale NO PP YES 10 YEARS EMC
Henrietta 3Y PP NO NON-IO EMC
Round Rock NO PP NO NON-IO EMC
TULARE 3Y PP YES 10 YEARS EMC
LOUISVILLE NO PP YES 10 YEARS EMC
SANTA ANA NO PP NO NON-IO EMC
jonesboro NO PP NO NON-IO EMC
Mitchellville NO PP YES 10 YEARS EMC
Chaska 3Y PP YES 10 YEARS EMC
Fairfield 3Y PP NO NON-IO EMC
Tucson 6M PP YES 10 YEARS EMC
Willow Spring NO PP NO NON-IO EMC
Cypress NO PP NO NON-IO EMC
PEORIA NO PP YES 10 YEARS EMC
Dallas NO PP YES 10 YEARS EMC
McDOnough NO PP YES 10 YEARS EMC
ROCKMART NO PP YES 10 YEARS EMC
LOS ANGELES NO PP YES 10 YEARS EMC
FRIDLEY 3Y PP NO NON-IO EMC
Hammond NO PP NO NON-IO EMC
Cincinnati NO PP YES 10 YEARS EMC
LAS VEGAS NO PP YES 10 YEARS EMC
Colorado Springs NO PP YES 10 YEARS EMC
Burns Township 3Y PP YES 10 YEARS EMC
CHARLOTTE NO PP YES 10 YEARS EMC
MCDONOUGH NO PP YES 10 YEARS EMC
RYDAL NO PP YES 10 YEARS EMC
RIVERDALE NO PP YES 10 YEARS EMC
MCDONOUGH NO PP YES 10 YEARS EMC
Westlake Village 6M PP YES 10 YEARS EMC
Berkley NO PP YES 10 YEARS EMC
San Antonio NO PP YES 10 YEARS EMC
San Leandro NO PP NO NON-IO EMC
Norfolk NO PP YES 10 YEARS EMC
Rising Sun NO PP NO NON-IO EMC
Modesto 3Y PP YES 10 YEARS EMC
Baltimore NO PP NO NON-IO EMC
Baton Rouge 3Y PP YES 10 YEARS EMC
Valley Village Area NO PP NO NON-IO EMC
Tallahassee 1Y PP YES 10 YEARS EMC
HUNTSVILLE 3Y PP NO NON-IO EMC
Hahira NO PP NO NON-IO EMC
Dallas NO PP NO NON-IO EMC
Bloomfield NO PP NO NON-IO EMC
Elizabeth NO PP YES 10 YEARS EMC
Colorado Springs NO PP YES 10 YEARS EMC
Huntington Beach 6M PP NO NON-IO EMC
Rockland NO PP YES 10 YEARS EMC
Gilbert 1Y PP YES 10 YEARS EMC
RIALTO 3Y PP YES 10 YEARS EMC
San Antonio NO PP NO NON-IO EMC
KISSIMMEE NO PP YES 10 YEARS EMC
SACRAMENTO NO PP NO NON-IO EMC
Georgetown NO PP YES 10 YEARS EMC
TROY NO PP NO NON-IO EMC
WESTFIELD NO PP NO NON-IO EMC
LAKE ELSINORE NO PP YES 10 YEARS EMC
KISSIMMEE NO PP YES 10 YEARS EMC
ORLANDO 1Y PP YES 10 YEARS EMC
Surprise 4M PP YES 10 YEARS EMC
Greensburg 3Y PP NO NON-IO EMC
Mcdonough 3Y PP NO NON-IO EMC
PALM DESERT NO PP YES 10 YEARS EMC
CHULA VISTA NO PP NO NON-IO EMC
Glendale 3Y PP YES 10 YEARS EMC
Temple 3Y PP NO NON-IO EMC
College Station 3Y PP YES 10 YEARS EMC
MISSOURI CITY 3Y PP NO NON-IO EMC
OCEAN CITY NO PP YES 10 YEARS EMC
Tomball NO PP NO NON-IO EMC
Valdosta NO PP NO NON-IO EMC
Arlington NO PP NO NON-IO EMC
Van Nuys NO PP NO NON-IO EMC
DOUGLASVILLE NO PP NO NON-IO EMC
Hinesville NO PP YES 10 YEARS EMC
CONYERS NO PP YES 10 YEARS EMC
CHARLOTTE NO PP YES 10 YEARS EMC
Peroia NO PP YES 10 YEARS EMC
Los Lunas NO PP YES 10 YEARS EMC
Charlotte NO PP NO NON-IO EMC
WASHINGTON NO PP YES 10 YEARS EMC
Riverdale 3Y PP YES 10 YEARS EMC
LOMITA 6M PP YES 10 YEARS EMC
CARTERSVILLE NO PP YES 10 YEARS EMC
Grand Junction NO PP YES 10 YEARS EMC
Scottdale NO PP NO NON-IO EMC
Valdosta NO PP YES 10 YEARS EMC
Queen Creek 6M PP YES 10 YEARS EMC
Gilbert 6M PP YES 10 YEARS EMC
SOMERTON 3Y PP YES 10 YEARS EMC
Dundalk NO PP YES 10 YEARS EMC
Clinton NO PP NO NON-IO EMC
Glen Burnie NO PP NO NON-IO EMC
Coral Springs NO PP YES 10 YEARS EMC
COVINGTON NO PP YES 10 YEARS EMC
HUXLEY NO PP YES 10 YEARS EMC
CHESAPEAKE NO PP YES 10 YEARS EMC
Center Point NO PP YES 10 YEARS EMC
Waldorf NO PP NO NON-IO EMC
Upper Marlboro NO PP YES 10 YEARS EMC
DECATUR 1Y PP NO NON-IO EMC
AUSTELL 1Y PP NO NON-IO EMC
Cape Charles NO PP YES 10 YEARS EMC
Charlotte NO PP YES 10 YEARS EMC
Tulare 3Y PP NO NON-IO EMC
Madison NO PP YES 10 YEARS EMC
Ocoee NO PP YES 10 YEARS EMC
Kendall Park NO PP YES 10 YEARS EMC
Bryan NO PP YES 10 YEARS EMC
West Valley City NO PP YES 10 YEARS EMC
Tavares NO PP NO NON-IO EMC
Panama City Beach NO PP NO NON-IO EMC
PIQUA NO PP NO NON-IO EMC
San Jose 3Y PP NO NON-IO EMC
SHOREHAM 6M PP NO NON-IO EMC
Kingston 3Y PP NO NON-IO EMC
Miami 3Y PP YES 10 YEARS EMC
Olathe NO PP YES 10 YEARS EMC
BUCKEYE NO PP YES 10 YEARS EMC
Fort Myers NO PP NO NON-IO EMC
Cape Coral NO PP YES 10 YEARS EMC
BRIDGEWATER NO PP YES 10 YEARS EMC
TAMPA 3Y PP YES 10 YEARS EMC
BAKERSFIELD 6M PP YES 10 YEARS EMC
Cape Coral NO PP YES 10 YEARS EMC
San Marcos NO PP NO NON-IO EMC
CIBOLO 6M PP YES 10 YEARS EMC
De Soto 3Y PP NO NON-IO EMC
POWAY 6M PP YES 10 YEARS EMC
BOUND BROOK NO PP YES 10 YEARS EMC
Clearwater NO PP NO NON-IO EMC
PHOENIXVILLE 6M PP YES 10 YEARS EMC
Frisco NO PP YES 10 YEARS EMC
FREDERICKSBURG NO PP NO NON-IO EMC
New Albany NO PP YES 10 YEARS EMC
CINCINNATI 3Y PP YES 10 YEARS EMC
SPOTSYLVANIA 1Y PP YES 10 YEARS EMC
POTTSTOWN 6M PP YES 10 YEARS EMC
CONROE NO PP NO NON-IO EMC
PHOENIXVILLE 6M PP YES 10 YEARS EMC
BELLEVUE 6M PP YES 10 YEARS EMC
UNION BRIDGE NO PP YES 10 YEARS EMC
Baltimore 3Y PP YES 10 YEARS EMC
RIO RANCHO 6M PP YES 10 YEARS EMC
NEW OXFORD 6M PP YES 10 YEARS EMC
FREDERICKSBURG 6M PP YES 10 YEARS EMC
Roosevelt NO PP YES 10 YEARS EMC
Orem NO PP YES 10 YEARS EMC
Anamosa NO PP NO NON-IO EMC
BALDWIN PARK 6M PP YES 10 YEARS EMC
NOVI NO PP YES 10 YEARS EMC
North Webster NO PP NO NON-IO EMC
LORTON NO PP NO NON-IO EMC
BOISE NO PP YES 10 YEARS EMC
CARTERSVILLE NO PP YES 10 YEARS EMC
ELKHART NO PP NO NON-IO EMC
Wyandotte 3Y PP NO NON-IO EMC
SHAKER HEIGHTS 3Y PP YES 10 YEARS EMC
HATTIESBURG 3Y PP YES 10 YEARS EMC
AUSTELL 6M PP YES 10 YEARS EMC
Long Beach 6M PP YES 10 YEARS EMC
College Park NO PP NO NON-IO EMC
Baltimore NO PP YES 10 YEARS EMC
VILLA RICA NO PP YES 10 YEARS EMC
Sugar Land 3Y PP YES 10 YEARS EMC
East Orange NO PP YES 10 YEARS EMC
OKLAHOMA CITY 6M PP YES 10 YEARS EMC
ROCKMART NO PP YES 10 YEARS EMC
CIBOLO 6M PP YES 10 YEARS EMC
MONROE NO PP YES 10 YEARS EMC
WOODBURN 6M PP YES 10 YEARS EMC
ROCKVILLE 6M PP NO NON-IO EMC
Sterling NO PP YES 10 YEARS EMC
ELLICOTT CITY 3Y PP YES 10 YEARS EMC
Centreville NO PP YES 10 YEARS EMC
Aurora NO PP YES 10 YEARS EMC
HAMILTON 6M PP YES 10 YEARS EMC
MEDFORD 6M PP YES 10 YEARS EMC
DUNDALK NO PP YES 10 YEARS EMC
MILWAUKEE 6M PP YES 10 YEARS EMC
SCOTTSDALE 6M PP YES 10 YEARS EMC
SUMTER NO PP YES 10 YEARS EMC
GERMANTOWN NO PP YES 10 YEARS EMC
SILVER SPRING NO PP YES 10 YEARS EMC
HOUSTON 6M PP YES 10 YEARS EMC
CAPE CORAL 3Y PP YES 10 YEARS EMC
ANTHEM 6M PP YES 10 YEARS EMC
Newark 3Y PP NO NON-IO EMC
Meridian 6M PP YES 10 YEARS EMC
Havelock NO PP YES 10 YEARS EMC
Port Saint Lucie 3Y PP YES 10 YEARS EMC
Denver NO PP YES 10 YEARS EMC
REDMOND 6M PP YES 10 YEARS EMC
ST. JAMES 6M PP NO NON-IO EMC
ALEXANDRIA NO PP YES 10 YEARS EMC
Gilbert 3Y PP YES 10 YEARS EMC
KANSAS CITY 3Y PP NO NON-IO EMC
GARDEN CITY PARK 6M PP NO NON-IO EMC
NORFOLK 3Y PP YES 10 YEARS EMC
OCEAN VIEW NO PP NO NON-IO EMC
Salem NO PP YES 10 YEARS EMC
Spokane Valley NO PP NO NON-IO EMC
Tallahassee NO PP YES 10 YEARS EMC
Miami NO PP YES 10 YEARS EMC
Scottsdale 3Y PP YES 10 YEARS EMC
EAST WILLISTON 6M PP YES 10 YEARS EMC
BAKERSFIELD 3Y PP YES 10 YEARS EMC
FOUNTAIN NO PP YES 10 YEARS EMC
KALAMAZOO 6M PP YES 10 YEARS EMC
STOCKTON NO PP NO NON-IO EMC
Milford NO PP NO NON-IO EMC
SEVERNA PARK 6M PP YES 10 YEARS EMC
FREDERICK NO PP YES 10 YEARS EMC
TUCSON 6M PP YES 10 YEARS EMC
Beltsville NO PP YES 10 YEARS EMC
Long Beach 6M PP YES 10 YEARS EMC
Gloucester City 3Y PP YES 10 YEARS EMC
Oakland 6M PP YES 10 YEARS EMC
BAKERSFIELD 6M PP YES 10 YEARS EMC
DECATUR 6M PP YES 10 YEARS EMC
LITITZ 6M PP YES 10 YEARS EMC
LACEY 3Y PP NO NON-IO EMC
TAVERNIER 6M PP YES 10 YEARS EMC
BALTIMORE NO PP YES 10 YEARS EMC
Woodbridge NO PP YES 10 YEARS EMC
OLIVEHURST 6M PP YES 10 YEARS EMC
FRESNO 6M PP YES 10 YEARS EMC
Saint Ann 3Y PP NO NON-IO EMC
PHOENIX 6M PP NO NON-IO EMC
FREDERICK 6M PP YES 10 YEARS EMC
Tarzana 6M PP YES 10 YEARS EMC
Surprise NO PP YES 10 YEARS EMC
DECATUR 6M PP YES 10 YEARS EMC
LAUDERHILL 6M PP YES 10 YEARS EMC
DEERFIELD 6M PP YES 10 YEARS EMC
Gilbert NO PP YES 10 YEARS EMC
GAMBRILLS NO PP YES 10 YEARS EMC
Imperial Beach 3Y PP YES 10 YEARS EMC
FATE 3Y PP YES 10 YEARS EMC
Lees Summit 3Y PP YES 10 YEARS EMC
OLYMPIA 6M PP YES 10 YEARS EMC
FORT WORTH 6M PP YES 10 YEARS EMC
Katy 3Y PP NO NON-IO EMC
MYRTLE BEACH 6M PP NO NON-IO EMC
GAITHERSBURG NO PP YES 10 YEARS EMC
Fairfax Station NO PP YES 5 YEARS EMC
Huntington Beach 3Y PP NO NON-IO EMC
SAN JOSE 6M PP YES 10 YEARS EMC
LAS VEGAS 6M PP NO NON-IO EMC
LANHAM NO PP YES 10 YEARS EMC
DAVIDSONVILLE 6M PP YES 10 YEARS EMC
SNOHOMISH 6M PP YES 10 YEARS EMC
FREDERICK 6M PP YES 10 YEARS EMC
BOSTON NO PP YES 10 YEARS EMC
Pensacola NO PP YES 10 YEARS EMC
MONROE NO PP YES 10 YEARS EMC
Goodyear 6M PP YES 10 YEARS EMC
SANTA ANA 6M PP YES 10 YEARS EMC
LOUISVILLE NO PP YES 10 YEARS EMC
DELMAR 6M PP YES 10 YEARS EMC
Punta Gorda NO PP YES 10 YEARS EMC
CROSBY 6M PP YES 10 YEARS EMC
LEAGUE CITY 3Y PP YES 10 YEARS EMC
PAINESVILLE 6M PP YES 10 YEARS EMC
BELL GARDENS 6M PP YES 10 YEARS EMC
COLEMAN NO PP YES 10 YEARS EMC
DOVER NO PP YES 10 YEARS EMC
HARVEST 6M PP YES 10 YEARS EMC
Boyertown NO PP YES 10 YEARS EMC
Hampshire NO PP YES 10 YEARS EMC
FORT WORTH 6M PP YES 10 YEARS EMC
Batesville 6M PP NO NON-IO EMC
TULARE 6M PP YES 10 YEARS EMC
GALLATIN GATEWAY 6M PP YES 10 YEARS EMC
FOUNTAIN HILLS 6M PP YES 10 YEARS EMC
FREDERICK 6M PP YES 10 YEARS EMC
ORLANDO 6M PP YES 10 YEARS EMC
ATLANTA 3Y PP YES 10 YEARS EMC
ROSEBURG NO PP NO NON-IO EMC
SAN ANTONIO 3Y PP YES 10 YEARS EMC
SCOTTSDALE 6M PP YES 10 YEARS EMC
BARTLETT NO PP YES 10 YEARS EMC
Clovis 3Y PP YES 5 YEARS EMC
LEXINGTON NO PP YES 10 YEARS EMC
San Bernardino 3Y PP YES 10 YEARS EMC
Montgomery Village NO PP YES 10 YEARS EMC
SAN ANTONIO 3Y PP NO NON-IO EMC
Shady Side 3Y PP YES 10 YEARS EMC
Lancaster 3Y PP NO NON-IO EMC
riverside NO PP YES 10 YEARS EMC
Idledale NO PP NO NON-IO EMC
Mckinney NO PP NO NON-IO EMC
Lexington 3Y PP NO NON-IO EMC
Sacramento 6M PP NO NON-IO EMC
GULF SHORES NO PP YES 10 YEARS EMC
Littleton NO PP YES 10 YEARS EMC
Kissimmee 3Y PP NO NON-IO EMC
GREENSBORO 3Y PP YES 10 YEARS EMC
OKLAHOMA CITY NO PP YES 10 YEARS EMC
Quincy NO PP NO NON-IO EMC
Whitesboro 3Y PP YES 10 YEARS EMC
Saint Louis 3Y PP YES 10 YEARS EMC
Spring 3Y PP YES 10 YEARS EMC
Beetown NO PP NO NON-IO EMC
Elizabethtown 3Y PP NO NON-IO EMC
Manchester NO PP YES 10 YEARS EMC
Gore NO PP YES 10 YEARS EMC
Yorktown NO PP NO NON-IO EMC
Orlando NO PP YES 10 YEARS EMC
Newport News NO PP NO NON-IO EMC
RICHMOND NO PP NO NON-IO EMC
Jasper NO PP NO NON-IO EMC
PALMDALE NO PP YES 10 YEARS EMC
LAKE ELSINORE NO PP YES 10 YEARS EMC
SAHUARITA NO PP YES 10 YEARS EMC
LINCOLN NO PP YES 10 YEARS EMC
Queen Creek 3Y PP YES 10 YEARS EMC
Destin NO PP YES 10 YEARS EMC
Woodstock NO PP NO NON-IO EMC
Salem 6M PP NO NON-IO EMC
Miramar 5Y PP YES 10 YEARS EMC
Hialeah NO PP YES 10 YEARS EMC
Miami 3Y PP YES 10 YEARS EMC
SPRING NO PP NO NON-IO EMC
BUCKEYE NO PP YES 10 YEARS EMC
Baltimore NO PP NO NON-IO EMC
Cano Park Area 3Y PP YES 10 YEARS EMC
MUNDELEIN NO PP YES 10 YEARS EMC
HENDERSON NO PP YES 10 YEARS EMC
WAXAHACHIE 3Y PP YES 10 YEARS EMC
Flint 3Y PP NO NON-IO EMC
SUNNYVALE 6M PP NO NON-IO EMC
CAMINO 6M PP NO NON-IO EMC
Santa Ana 6M PP NO NON-IO EMC
Annapolis NO PP YES 10 YEARS EMC
Annapolis NO PP YES 10 YEARS EMC
Annapolis NO PP YES 10 YEARS EMC
WINSTON SALEM 6M PP NO NON-IO EMC
ABINGDON NO PP YES 10 YEARS EMC
Vienna NO PP YES 10 YEARS EMC
PRESTON 3Y PP YES 10 YEARS EMC
Nashua NO PP NO NON-IO EMC
Gilbertsville NO PP YES 10 YEARS EMC
FATE 3Y PP YES 10 YEARS EMC
Gulfport NO PP NO NON-IO EMC
FORNEY 3Y PP YES 10 YEARS EMC
RAMONA NO PP YES 10 YEARS EMC
Wylie 3Y PP YES 10 YEARS EMC
Nashville NO PP NO NON-IO EMC
Queen Creek 6M PP YES 10 YEARS EMC
Buckeye 3Y PP YES 10 YEARS EMC
Glendale 3Y PP YES 10 YEARS EMC
Tucson 6M PP YES 10 YEARS EMC
Avondale 3Y PP YES 10 YEARS EMC
Strasburg NO PP YES 10 YEARS EMC
SAVANNAH 1Y PP YES 10 YEARS EMC
LOUISVILLE NO PP NO NON-IO EMC
LOUISVILLE NO PP NO NON-IO EMC
NEWNAN 1Y PP NO NON-IO EMC
Rochester 3Y PP NO NON-IO EMC
Rockwall NO PP YES 10 YEARS EMC
Avondale 6M PP YES 10 YEARS EMC
Queen Creek 6M PP YES 10 YEARS EMC
Avondale 3Y PP YES 10 YEARS EMC
Avondale 6M PP YES 10 YEARS EMC
Dallas 3Y PP YES 10 YEARS EMC
Phoenix 6M PP YES 10 YEARS EMC
Herndon 3Y PP YES 10 YEARS EMC
Rio Rancho NO PP YES 10 YEARS EMC
Fairburn NO PP YES 10 YEARS EMC
Shaver Lake 6M PP YES 10 YEARS EMC
Phoenix 3Y PP YES 10 YEARS EMC
Palm Springs 6M PP NO NON-IO EMC
Grayson NO PP YES 10 YEARS EMC
Lancaster NO PP YES 10 YEARS EMC
Upper Marlboro NO PP YES 10 YEARS EMC
ESCONDIDO NO PP YES 10 YEARS EMC
ALGONQUIN NO PP YES 10 YEARS EMC
Eagle Mountain NO PP YES 10 YEARS EMC
Schertz NO PP NO NON-IO EMC
Maricopa NO PP YES 10 YEARS EMC
LOMA LINDA NO PP YES 10 YEARS EMC
CAMBRIDGE NO PP YES 10 YEARS EMC
Beltsville NO PP YES 10 YEARS EMC
Las Vegas NO PP NO NON-IO EMC
Peabody NO PP NO NON-IO EMC
ANNAPOLIS NO PP NO NON-IO EMC
N LAUDERDALE 3Y PP NO NON-IO EMC
Bakersfield NO PP YES 10 YEARS EMC
Avondale 3Y PP YES 10 YEARS EMC
Piscataway NO PP YES 10 YEARS EMC
Hiram NO PP YES 10 YEARS EMC
Enfield NO PP YES 10 YEARS EMC
Atlanta NO PP YES 10 YEARS EMC
Dallas NO PP YES 10 YEARS EMC
MIDDLETOWN NO PP NO NON-IO EMC
DESOTO 3Y PP NO NON-IO EMC
FORT MILL NO PP YES 10 YEARS EMC
Lawrenceville NO PP YES 10 YEARS EMC
LAS VEGAS NO PP YES 10 YEARS EMC
MORENO VALLEY NO PP NO NON-IO EMC
District Heights 3Y PP YES 10 YEARS EMC
Gilbert NO PP NO NON-IO EMC
TALLAHASSEE NO PP NO NON-IO EMC
SHERMAN OAKS 1Y PP YES 10 YEARS EMC
ATLANTA 1Y PP YES 10 YEARS EMC
Surprise 6M PP YES 10 YEARS EMC
Ocala 3Y PP NO NON-IO EMC
LOUISVILLE NO PP YES 10 YEARS EMC
San Clemente 3Y PP YES 10 YEARS EMC
Laguna Niguel 6M PP YES 10 YEARS EMC
Houston 6M PP NO NON-IO EMC
MONROE TOWNSHIP NO PP YES 10 YEARS EMC
Trussville NO PP NO NON-IO EMC
Miami 3Y PP YES 10 YEARS EMC
Summerville 3Y PP YES 10 YEARS EMC
Las Vegas NO PP YES 10 YEARS EMC
Azle NO PP NO NON-IO EMC
CARTERSVILLE NO PP YES 10 YEARS EMC
MOORESVILLE NO PP YES 10 YEARS EMC
Florence 6M PP YES 10 YEARS EMC
El Mirage 6M PP YES 10 YEARS EMC
North Canton 3Y PP NO NON-IO EMC
FRANKLIN TOWNSHIP NO PP YES 10 YEARS EMC
CHINO HILLS NO PP NO NON-IO EMC
Kansas City 3Y PP YES 10 YEARS EMC
Mount Dora 3Y PP YES 10 YEARS EMC
Gilbert 3Y PP YES 10 YEARS EMC
Rio Vista NO PP YES 10 YEARS EMC
Scottsdale 3Y PP YES 10 YEARS EMC
Eustis 3Y PP YES 10 YEARS EMC
Plano 3Y PP YES 10 YEARS EMC
Boerne NO PP NO NON-IO EMC
Clayton NO PP YES 10 YEARS EMC
CLAYTON NO PP YES 10 YEARS EMC
BALTIMORE NO PP YES 10 YEARS EMC
Phoenix NO PP YES 10 YEARS EMC
BELTSVILLE NO PP YES 10 YEARS EMC
FAIRFIELD NO PP NO NON-IO EMC
Baltimore NO PP NO NON-IO EMC
Inglewood 3Y PP NO NON-IO EMC
CONCORD 1Y PP YES 10 YEARS EMC
Santa Cruz 6M PP YES 10 YEARS EMC
COVINGTON NO PP YES 10 YEARS EMC
COVINGTON NO PP YES 10 YEARS EMC
LOGANVILLE NO PP YES 10 YEARS EMC
ACWORTH NO PP YES 10 YEARS EMC
Charlotte NO PP YES 10 YEARS EMC
Charlotte NO PP YES 10 YEARS EMC
Birmingham NO PP YES 10 YEARS EMC
Rockville 3Y PP YES 10 YEARS EMC
Santa Rosa Beach NO PP YES 10 YEARS EMC
Hilton Head NO PP YES 10 YEARS EMC
LAKEWOOD 3Y PP YES 10 YEARS EMC
Hapeville NO PP NO NON-IO EMC
Carrollton 3Y PP NO NON-IO EMC
columbus NO PP NO NON-IO EMC
Acworth NO PP YES 10 YEARS EMC
Stone Mountain NO PP NO NON-IO EMC
CLEARFIELD 3Y PP YES 10 YEARS EMC
Mountain View 6M PP YES 10 YEARS EMC
WYLIE 3Y PP YES 10 YEARS EMC
MCDONOUGH 1Y PP NO NON-IO EMC
N LAS VEGAS NO PP YES 10 YEARS EMC
Nyssa NO PP NO NON-IO EMC
CLEARFIELD 3Y PP YES 10 YEARS EMC
OPA LOCKA 3Y PP YES 10 YEARS EMC
Bensalem NO PP NO NON-IO EMC
DORCHESTER NO PP YES 10 YEARS EMC
RIALTO NO PP YES 10 YEARS EMC
JERSEY CITY NO PP YES 10 YEARS EMC
Kennewick NO PP YES 10 YEARS EMC
Culpeper NO PP YES 10 YEARS EMC
KISSIMMEE NO PP YES 10 YEARS EMC
DECATUR 1Y PP YES 10 YEARS EMC
Corpus Christi NO PP NO NON-IO EMC
Chicago NO PP YES 10 YEARS EMC
LAUREL NO PP YES 10 YEARS EMC
Spartanburg 3Y PP NO NON-IO EMC
Washington NO PP NO NON-IO EMC
Katy 3Y PP YES 10 YEARS EMC
BOSTON NO PP YES 10 YEARS EMC
GOOD HOPE NO PP YES 10 YEARS EMC
APOLLO BEACH NO PP YES 10 YEARS EMC
Lamont NO PP NO NON-IO EMC
Joliet NO PP YES 5 YEARS EMC
Wesley Chapel NO PP YES 10 YEARS EMC
Marina Del Rey NO PP NO NON-IO EMC
Canton NO PP YES 10 YEARS EMC
Duluth NO PP NO NON-IO EMC
San Antonio NO PP NO NON-IO EMC
Denton NO PP NO NON-IO EMC
Fairburn NO PP YES 10 YEARS EMC
Sachse NO PP YES 10 YEARS EMC
Hahira NO PP YES 10 YEARS EMC
Newnan NO PP NO NON-IO EMC
Tampa NO PP YES 10 YEARS EMC
Springfield 3Y PP NO NON-IO EMC
Riverview 3Y PP YES 5 YEARS EMC
Blue Rock 3Y PP NO NON-IO EMC
NEWPORT NEWS 3Y PP YES 10 YEARS EMC
Miami NO PP YES 10 YEARS EMC
Brandon NO PP YES 10 YEARS EMC
Acworth NO PP YES 10 YEARS EMC
Fort Worth 3Y PP YES 5 YEARS EMC
MINOOKA NO PP YES 10 YEARS EMC
Winston Salem NO PP YES 10 YEARS EMC
Summerville NO PP YES 10 YEARS EMC
GAMBRILLS NO PP YES 10 YEARS EMC
BLYTHEWOOD NO PP NO NON-IO EMC
Hurst NO PP NO NON-IO EMC
SCOTTSDALE 3Y PP YES 10 YEARS EMC
BOSTON NO PP YES 10 YEARS EMC
SAN DIEGO NO PP YES 10 YEARS EMC
Bakersfield 6M PP YES 10 YEARS EMC
Colorado Springs NO PP YES 10 YEARS EMC
NASHVILLE NO PP YES 10 YEARS EMC
ATHENS NO PP NO NON-IO EMC
South Bend 3Y PP NO NON-IO EMC
Forney 3Y PP YES 10 YEARS EMC
Albuquerque NO PP YES 10 YEARS EMC
Riverside 6M PP NO NON-IO EMC
Mount Pleasant NO PP NO NON-IO EMC
BENICIA NO PP YES 10 YEARS EMC
Washington 3Y PP YES 10 YEARS EMC
Pueblo NO PP NO NON-IO EMC
Needham NO PP YES 10 YEARS EMC
Manassas Park NO PP YES 10 YEARS EMC
PATERSON NO PP NO NON-IO EMC
Philadelphia NO PP YES 10 YEARS EMC
Austin NO PP YES 10 YEARS EMC
Clayton NO PP YES 10 YEARS EMC
Pfafftown NO PP YES 10 YEARS EMC
Norcross NO PP YES 10 YEARS EMC
Gaithersburg NO PP YES 10 YEARS EMC
Humble NO PP NO NON-IO EMC
Tucson 6M PP YES 10 YEARS EMC
DAYTON 3Y PP YES 10 YEARS EMC
Tacoma 3Y PP YES 10 YEARS EMC
CONCORD 1Y PP YES 10 YEARS EMC
BAYONNE NO PP NO NON-IO EMC
Winston Salem NO PP YES 10 YEARS EMC
MURRIETA NO PP NO NON-IO EMC
Stockbridge NO PP NO NON-IO EMC
Tampa NO PP YES 10 YEARS EMC
Dallas NO PP NO NON-IO EMC
Phoenix 3Y PP YES 10 YEARS EMC
Ocala 3Y PP YES 10 YEARS EMC
Hanover Park NO PP NO NON-IO EMC
Jonesboro NO PP YES 10 YEARS EMC
Clearwater 3Y PP YES 10 YEARS EMC
Mesa 6M PP YES 10 YEARS EMC
Rockwall 3Y PP YES 10 YEARS EMC
Mount Juliet NO PP YES 10 YEARS EMC
ALBUQUERQUE NO PP YES 10 YEARS EMC
Staten Island NO PP NO NON-IO EMC
Austin NO PP NO NON-IO EMC
Annandale NO PP YES 10 YEARS EMC
Reston NO PP YES 10 YEARS EMC
Meridian NO PP YES 10 YEARS EMC
Springfield NO PP NO NON-IO EMC
Cedar Rapids NO PP YES 10 YEARS EMC
Cave Creek 6M PP YES 10 YEARS EMC
SAN DIEGO 6M PP YES 10 YEARS EMC
ALB NO PP YES 10 YEARS EMC
Rio Rancho NO PP YES 10 YEARS EMC
ALBUQUERQUE NO PP YES 10 YEARS EMC
ALBUQUERQUE NO PP YES 10 YEARS EMC
ALBUQUERQUE NO PP YES 10 YEARS EMC
Aurora NO PP YES 10 YEARS EMC
Lorton NO PP YES 10 YEARS EMC
Paia NO PP YES 10 YEARS EMC
BROOKLYN CENTER 3Y PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
Bradbury 3Y PP YES 10 YEARS EMC
Fort Myers NO PP YES 10 YEARS EMC
Sterling NO PP YES 10 YEARS EMC
Carson City NO PP YES 10 YEARS EMC
Lewisburg 3Y PP YES 10 YEARS EMC
TWENTYNINE PALMS NO PP NO NON-IO EMC
HERNDON NO PP YES 10 YEARS EMC
Charlotte 3Y PP YES 10 YEARS EMC
Vienna NO PP YES 10 YEARS EMC
WALDORF NO PP YES 10 YEARS EMC
SATELLITE BCH 3Y PP YES 10 YEARS EMC
Trenton NO PP YES 10 YEARS EMC
Brooklyn NO PP YES 10 YEARS EMC
Oklahoma City NO PP NO NON-IO EMC
Austin 3Y PP YES 10 YEARS EMC
KATY NO PP YES 10 YEARS EMC
ROSENBERG NO PP YES 10 YEARS EMC
KATY 3Y PP YES 10 YEARS EMC
URBANA NO PP YES 10 YEARS EMC
URBANA NO PP YES 10 YEARS EMC
URBANA NO PP YES 10 YEARS EMC
NORTH LAS VEGAS NO PP YES 5 YEARS EMC
CONROE 3Y PP YES 10 YEARS EMC
HOUSTON 3Y PP NO NON-IO EMC
LANCASTER 3Y PP NO NON-IO EMC
HOUSTON 3Y PP NO NON-IO EMC
Humble 3Y PP YES 10 YEARS EMC
Pearland 3Y PP NO NON-IO EMC
Kenner 3Y PP NO NON-IO EMC
Loveland NO PP YES 10 YEARS EMC
Baltimore NO PP YES 10 YEARS EMC
BALTIMORE NO PP YES 10 YEARS EMC
SEVIERVILLE NO PP YES 10 YEARS EMC
NEWPORT NEWS NO PP NO NON-IO EMC
OCEAN CITY 1Y PP YES 10 YEARS EMC
BALTIMORE NO PP YES 10 YEARS EMC
Fargo NO PP NO NON-IO EMC
FARGO NO PP NO NON-IO EMC
FARGO NO PP NO NON-IO EMC
Hamilton NO PP YES 10 YEARS EMC
RICHMOND 3Y PP YES 10 YEARS EMC
WASHINGTON NO PP YES 10 YEARS EMC
BALTIMORE NO PP NO NON-IO EMC
Waldorf NO PP NO NON-IO EMC
SAINT AUGUSTINE NO PP YES 10 YEARS EMC
BOUNTIFUL NO PP YES 10 YEARS EMC
Scottsdale 3Y PP YES 10 YEARS EMC
Atlanta 6M PP YES 10 YEARS EMC
Avondale 6M PP YES 10 YEARS EMC
Nampa 6M PP YES 10 YEARS EMC
Tucson 3Y PP YES 10 YEARS EMC
Glendale 6M PP YES 10 YEARS EMC
Maricopa 6M PP YES 10 YEARS EMC
Phoenix 3Y PP YES 10 YEARS EMC
Phoenix 6M PP YES 10 YEARS EMC
Chandler 6M PP YES 10 YEARS EMC
Avondale 6M PP YES 10 YEARS EMC
Rio Rancho 6M PP YES 10 YEARS EMC
Tucson 3Y PP YES 10 YEARS EMC
Cambridge NO PP NO NON-IO EMC
Dallas 3Y PP YES 10 YEARS EMC
East Hanover NO PP NO NON-IO EMC
Roosevelt 3Y PP YES 10 YEARS EMC
HUDSON 3Y PP YES 10 YEARS EMC
Milwaukee 3Y PP YES 10 YEARS EMC
Islip NO PP YES 10 YEARS EMC
Hollywood 3Y PP YES 10 YEARS EMC
HUMBLE NO PP YES 10 YEARS EMC
NOTASULGA NO PP NO NON-IO EMC
Virginia Beach NO PP YES 10 YEARS EMC
Ocoee 3Y PP NO NON-IO EMC
Lubbock 3Y PP NO NON-IO EMC
Gulfport NO PP NO NON-IO EMC
NASHVILLE NO PP NO NON-IO EMC
SAN FERNANDO 1Y PP YES 10 YEARS EMC
PHOENIX NO PP YES 10 YEARS EMC
PEORIA NO PP NO NON-IO EMC
Katy NO PP NO NON-IO EMC
Saint Louis NO PP YES 10 YEARS EMC
Denham Springs NO PP YES 5 YEARS EMC
Milwaukee NO PP YES 5 YEARS EMC
Milwaukee NO PP YES 10 YEARS EMC
Milwaukee NO PP YES 10 YEARS EMC
Milwaukee NO PP YES 10 YEARS EMC
Anaheim 6M PP YES 10 YEARS EMC
Las Vegas 6M PP YES 10 YEARS EMC
Winder NO PP YES 10 YEARS EMC
LINCOLN NO PP NO NON-IO EMC
Jersey City NO PP YES 10 YEARS EMC
Titusville NO PP NO NON-IO EMC
Indianapolis NO PP YES 10 YEARS EMC
HEMPSTEAD 1Y PP YES 10 YEARS EMC
Portsmouth NO PP YES 10 YEARS EMC
LEAGUE CITY 3Y PP YES 10 YEARS EMC
MONROE 3Y PP YES 10 YEARS EMC
McDONOUGH 3Y PP YES 10 YEARS EMC
LAWRENCEVILLE NO PP YES 10 YEARS EMC
HOUSTON 3Y PP NO NON-IO EMC
Garland NO PP NO NON-IO EMC
MONTGOMERY VILLAGE 6M PP YES 10 YEARS EMC
GALLATIN GATEWAY 6M PP YES 10 YEARS EMC
Houston NO PP YES 10 YEARS EMC
YORBA LINDA NO PP YES 10 YEARS EMC
NORTH POTOMAC NO PP YES 10 YEARS EMC
FORT MEYERS 3Y PP YES 10 YEARS EMC
BRANDON NO PP YES 10 YEARS EMC
GILBERT 6M PP YES 10 YEARS EMC
SMYRNA NO PP YES 10 YEARS EMC
PALOS HEIGHTS NO PP NO NON-IO EMC
CHICAGO 6M PP YES 10 YEARS EMC
DOWNEY 6M PP YES 10 YEARS EMC
Casa Grande 6M PP YES 10 YEARS EMC
tallahassee NO PP NO NON-IO EMC
Laveen 3Y PP YES 10 YEARS EMC
NORTH LAS VEGAS 6M PP YES 10 YEARS EMC
DEPTFORD NO PP YES 10 YEARS EMC
CORPUS CHRISTI 3Y PP NO NON-IO EMC
FREDERICK 6M PP YES 10 YEARS EMC
CINCINNATI 6M PP YES 10 YEARS EMC
LACEY 3Y PP YES 10 YEARS EMC
HOUSTON NO PP YES 10 YEARS EMC
SCOTTSDALE NO PP NO NON-IO EMC
NORFOLK 6M PP YES 10 YEARS EMC
ASTORIA 6M PP NO NON-IO EMC
ROCKVILLE 6M PP YES 10 YEARS EMC
ATLANTA 6M PP YES 10 YEARS EMC
Cape Coral NO PP YES 10 YEARS EMC
ATLANTA 6M PP YES 10 YEARS EMC
SPOKANE NO PP YES 10 YEARS EMC
Pittsburgh 3Y PP NO NON-IO EMC
LITTLE RIVER 3Y PP YES 10 YEARS EMC
Newark NO PP YES 5 YEARS EMC
Alpharetta NO PP YES 10 YEARS EMC
RENO NO PP YES 10 YEARS EMC
DOVER TWP NO PP YES 10 YEARS EMC
Rowley NO PP NO NON-IO EMC
WASHINGTON NO PP NO NON-IO EMC
PALM DESERT NO PP YES 10 YEARS EMC
BEND 6M PP YES 10 YEARS EMC
ACWORTH NO PP NO NON-IO EMC
MARIETTA NO PP NO NON-IO EMC
RIVERDALE NO PP YES 10 YEARS EMC
COLUMBIA 3Y PP YES 10 YEARS EMC
Newark NO PP YES 10 YEARS EMC
HUNTINGTOWN 6M PP YES 10 YEARS EMC
Succasunna NO PP YES 10 YEARS EMC
San Diego NO PP YES 10 YEARS EMC
CONCORD 1Y PP YES 10 YEARS EMC
TUCSON 6M PP NO NON-IO EMC
CLOVIS NO PP YES 10 YEARS EMC
SNELLVILLE NO PP YES 10 YEARS EMC
RICHMOND NO PP YES 10 YEARS EMC
PARKER 6M PP YES 10 YEARS EMC
ATLANTA 6M PP YES 10 YEARS EMC
Roswell NO PP YES 10 YEARS EMC
Acworth NO PP YES 10 YEARS EMC
Mastic NO PP YES 10 YEARS EMC
LAMONT 1Y PP YES 10 YEARS EMC
Denver NO PP YES 10 YEARS EMC
Orlando 3Y PP NO NON-IO EMC
LYNDEN 3Y PP YES 10 YEARS EMC
Miami NO PP YES 10 YEARS EMC
FREDERICKSBURG NO PP YES 10 YEARS EMC
Denton 3Y PP NO NON-IO EMC
College Park 6M PP NO NON-IO EMC
SCRANTON 1Y PP YES 10 YEARS EMC
COLLEGE PARK NO PP YES 10 YEARS EMC
MANTECA 6M PP YES 10 YEARS EMC
TAYLORSVILLE NO PP YES 10 YEARS EMC
LAS VEGAS 3Y PP YES 10 YEARS EMC
Washington NO PP YES 10 YEARS EMC
NORCO NO PP YES 10 YEARS EMC
CLOVIS 6M PP YES 10 YEARS EMC
Miami 3Y PP NO NON-IO EMC
Germantown NO PP YES 10 YEARS EMC
Ellsworth NO PP YES 10 YEARS EMC
Umatilla NO PP YES 10 YEARS EMC
Costa Mesa 6M PP YES 10 YEARS EMC
Casa Grande 6M PP YES 10 YEARS EMC
ATLANTA 3Y PP YES 10 YEARS EMC
Houston NO PP YES 10 YEARS EMC
Glenn Dale NO PP YES 10 YEARS EMC
San Antonio NO PP YES 10 YEARS EMC
DeSoto NO PP NO NON-IO EMC
Kannapolis NO PP NO NON-IO EMC
Covington NO PP YES 10 YEARS EMC
Bakersfield 3Y PP YES 10 YEARS EMC
Phoenix 7M PP YES 10 YEARS EMC
Warner Robins NO PP NO NON-IO EMC
GARLAND NO PP NO NON-IO EMC
CELINA 3Y PP YES 10 YEARS EMC
DESOTO 3Y PP YES 10 YEARS EMC
PASADENA NO PP NO NON-IO EMC
Saint Louis 3Y PP NO NON-IO EMC
EVERETT NO PP YES 10 YEARS EMC
CLOVIS 6M PP YES 10 YEARS EMC
KALAMAZOO 6M PP YES 10 YEARS EMC
CAMDEN 6M PP YES 10 YEARS EMC
ALBUQUERQUE 6M PP YES 10 YEARS EMC
GAINESVILLE NO PP YES 10 YEARS EMC
GRASONVILLE 6M PP YES 10 YEARS EMC
CARTERSVILLE NO PP YES 10 YEARS EMC
PROSPERITY 6M PP NO NON-IO EMC
Glendale Heights NO PP YES 10 YEARS EMC
New Port Richey NO PP YES 10 YEARS EMC
CHARLOTESVILLE NO PP YES 10 YEARS EMC
LAGUNA BEACH 6M PP YES 10 YEARS EMC
WEST HAMPTON NO PP YES 10 YEARS EMC
SCOTTSDALE 6M PP YES 10 YEARS EMC
Richmond 3Y PP YES 10 YEARS EMC
Tempe 6M PP YES 10 YEARS EMC
REHOBOTH BEACH NO PP NO NON-IO EMC
LEWISTON 3Y PP YES 10 YEARS EMC
GERMANTOWN NO PP YES 10 YEARS EMC
VANCOUVER 6M PP NO NON-IO EMC
MESA NO PP YES 10 YEARS EMC
STAFFORD NO PP YES 10 YEARS EMC
PENN VALLEY NO PP NO NON-IO EMC
Jacksonville NO PP YES 10 YEARS EMC
RICHMOND NO PP YES 10 YEARS EMC
Leesburg 3Y PP YES 10 YEARS EMC
San Bernardino NO PP YES 10 YEARS EMC
FREDERICKSBURG 6M PP YES 10 YEARS EMC
CLEVELAND 3Y PP YES 10 YEARS EMC
OAK POINT NO PP YES 10 YEARS EMC
Baltimore NO PP YES 10 YEARS EMC
Jersey City NO PP YES 10 YEARS EMC
WEST PALM BEACH NO PP YES 10 YEARS EMC
PATERSON 6M PP YES 10 YEARS EMC
La Canada Flintridge NO PP NO NON-IO EMC
SANDY 6M PP YES 10 YEARS EMC
Ridgecrest 3Y PP NO NON-IO EMC
Westborough NO PP YES 10 YEARS EMC
TUCSON 6M PP YES 10 YEARS EMC
SANTA ANA 3Y PP YES 10 YEARS EMC
Saint Paul 3Y PP YES 10 YEARS EMC
Hopewell NO PP NO NON-IO EMC
AZLE NO PP YES 10 YEARS EMC
NORCROSS 6M PP YES 10 YEARS EMC
PORTLAND 6M PP NO NON-IO EMC
HARVARD 6M PP NO NON-IO EMC
ROCKVILLE 3Y PP YES 10 YEARS EMC
UPPER MARLBORO NO PP YES 10 YEARS EMC
Colorado Springs 3Y PP YES 10 YEARS EMC
Midlothian 3Y PP NO NON-IO EMC
EATONTOWN 6M PP YES 10 YEARS EMC
SCOTTSDALE NO PP NO NON-IO EMC
OAK POINT NO PP YES 10 YEARS EMC
MOONACHIE NO PP YES 10 YEARS EMC
SCOTTSDALE 6M PP YES 10 YEARS EMC
OLYMPIA 6M PP YES 10 YEARS EMC
TULARE 6M PP YES 10 YEARS EMC
Media NO PP NO NON-IO EMC
BIDDEFORD 6M PP YES 10 YEARS EMC
ALBUQUERQUE NO PP YES 10 YEARS EMC
TUCSON 6M PP YES 10 YEARS EMC
Monument NO PP NO NON-IO EMC
LOUISVILLE NO PP YES 10 YEARS EMC
Acworth NO PP YES 10 YEARS EMC
Brooklyn NO PP YES 10 YEARS EMC
TULARE 6M PP YES 10 YEARS EMC
Branson 1Y PP YES 10 YEARS EMC
N Lauderdale NO PP NO NON-IO EMC
CLEVELAND 6M PP YES 10 YEARS EMC
BOZEMAN 6M PP YES 10 YEARS EMC
YORKTOWN HEIGHTS NO PP YES 10 YEARS EMC
Los Angeles 3Y PP YES 10 YEARS EMC
Denver NO PP YES 10 YEARS EMC
HENDERSONVILLE NO PP YES 10 YEARS EMC
JERSEY CITY NO PP YES 10 YEARS EMC
SANTA ROSA BEACH 3Y PP YES 10 YEARS EMC
ATLANTIC CITY NO PP NO NON-IO EMC
ODENTON NO PP YES 10 YEARS EMC
TAYLOR 6M PP YES 10 YEARS EMC
KATY NO PP YES 10 YEARS EMC
CYPRESS NO PP YES 10 YEARS EMC
Palmyra NO PP YES 10 YEARS EMC
PATERSON NO PP YES 10 YEARS EMC
STREETSBORO 6M PP YES 10 YEARS EMC
Iuka NO PP NO NON-IO EMC
Memphis 3Y PP NO NON-IO EMC
PERRY HALL NO PP YES 10 YEARS EMC
HOUSTON NO PP YES 10 YEARS EMC
Newtown NO PP NO NON-IO EMC
SILVER SPRING 6M PP NO NON-IO EMC
Laguna Niguel NO PP YES 10 YEARS EMC
TUSTIN NO PP YES 10 YEARS EMC
Franklin NO PP YES 10 YEARS EMC
MORELAND 6M PP YES 10 YEARS EMC
CHANDLER NO PP YES 10 YEARS EMC
Pharr 3Y PP NO NON-IO EMC
REDDING 6M PP YES 10 YEARS EMC
Gaithersburg NO PP YES 10 YEARS EMC
VANVOUVER NO PP YES 10 YEARS EMC
Glendale Heights NO PP YES 10 YEARS EMC
RAMAPO NO PP YES 10 YEARS EMC
Township of South Brunswi NO PP NO NON-IO EMC
CLOVIS 6M PP YES 10 YEARS EMC
Upper Marlboro NO PP YES 10 YEARS EMC
Spring Valley 3Y PP YES 10 YEARS EMC
Gainesville NO PP YES 10 YEARS EMC
BAYSHORE 6M PP YES 10 YEARS EMC
FORT WORTH 6M PP YES 10 YEARS EMC
Phoenix 6M PP YES 10 YEARS EMC
MANTECA NO PP NO NON-IO EMC
DENVER NO PP YES 10 YEARS EMC
GERMANTOWN NO PP YES 10 YEARS EMC
ESSEX NO PP NO NON-IO EMC
MABLETON 6M PP YES 10 YEARS EMC
HOUSTON 3Y PP NO NON-IO EMC
PHOENIX NO PP YES 10 YEARS EMC
Memphis 3Y PP YES 10 YEARS EMC
CARLSBAD 6M PP YES 10 YEARS EMC
Hebron NO PP YES 10 YEARS EMC
Jackson 3Y PP NO NON-IO EMC
SAN ANTONIO 6M PP YES 10 YEARS EMC
SCOTTSDALE NO PP NO NON-IO EMC
BUCKEYE NO PP YES 10 YEARS EMC
CYPRESS 6M PP YES 10 YEARS EMC
Leesburg NO PP YES 10 YEARS EMC
SALT LAKE CITY 6M PP YES 10 YEARS EMC
CHICAGO 6M PP YES 10 YEARS EMC
Austin NO PP NO NON-IO EMC
PORT WENTWORTH 3Y PP NO NON-IO EMC
PUEBLO 3Y PP YES 10 YEARS EMC
LOVELAND 3Y PP YES 10 YEARS EMC
PUEBLO 3Y PP YES 10 YEARS EMC
Clinton NO PP YES 10 YEARS EMC
Woodbridge NO PP YES 10 YEARS EMC
Newport News 3Y PP YES 10 YEARS EMC
Stafford NO PP YES 10 YEARS EMC
Leesburg NO PP YES 10 YEARS EMC
Key West NO PP YES 10 YEARS EMC
Great Falls NO PP YES 10 YEARS EMC
Milford NO PP YES 10 YEARS EMC
Stone Mountain NO PP YES 10 YEARS EMC
REVA NO PP YES 10 YEARS EMC
ST. PETERSBURG 3Y PP YES 10 YEARS EMC
CHATTANOOGA 3Y PP YES 10 YEARS EMC
PEUBLO 3Y PP YES 10 YEARS EMC
Paramount 3Y PP YES 10 YEARS EMC
DENVER 3Y PP YES 10 YEARS EMC
Mesa 6M PP YES 10 YEARS EMC
Parkesburg NO PP YES 10 YEARS EMC
Malvern NO PP YES 10 YEARS EMC
Kennett Square NO PP NO NON-IO EMC
DANIA 3Y PP YES 10 YEARS EMC
BRYON NO PP YES 10 YEARS EMC
SARASOTA NO PP YES 10 YEARS EMC
Queen Creek 3Y PP YES 10 YEARS EMC
ATLANTA 6M PP YES 10 YEARS EMC
WHEAT RIDGE 6M PP YES 10 YEARS EMC
ROCKINGHAM 6M PP YES 10 YEARS EMC
RESEDA 3Y PP YES 10 YEARS EMC
SALT LAKE CITY 6M PP YES 10 YEARS EMC
LYNDEN 6M PP YES 10 YEARS EMC
SPARKS NO PP YES 10 YEARS EMC
LOS MOLINOS 6M PP NO NON-IO EMC
LAUREL NO PP YES 10 YEARS EMC
Houston 3Y PP YES 10 YEARS EMC
Houston NO PP YES 10 YEARS EMC
LAUREL 6M PP YES 10 YEARS EMC
SAN ANTONIO 3Y PP NO NON-IO EMC
PHOENIXVILLE NO PP YES 10 YEARS EMC
LUTZ 6M PP YES 10 YEARS EMC
GARDEN GROVE 3Y PP YES 10 YEARS EMC
NEWARK NO PP NO NON-IO EMC
DRUMS 6M PP YES 10 YEARS EMC
MOUNT CLEMENS 6M PP YES 10 YEARS EMC
MARYSVILLE 6M PP YES 10 YEARS EMC
SPRINGBORO 6M PP YES 10 YEARS EMC
Millville NO PP YES 10 YEARS EMC
LOGANVILLE NO PP YES 10 YEARS EMC
EATONTOWN NO PP YES 10 YEARS EMC
TAYLOR 6M PP YES 10 YEARS EMC
UNION NO PP YES 10 YEARS EMC
ORLANDO 6M PP YES 10 YEARS EMC
BETHLEHEM 3Y PP YES 10 YEARS EMC
UPPER MARLBORO NO PP YES 10 YEARS EMC
ANN ARBOR 3Y PP YES 10 YEARS EMC
Scotts Valley NO PP YES 10 YEARS EMC
Woodbridge NO PP YES 10 YEARS EMC
FINKSBURG NO PP YES 10 YEARS EMC
San Antonio 3Y PP NO NON-IO EMC
Houston NO PP YES 10 YEARS EMC
Bakersfield 6M PP YES 10 YEARS EMC
DURHAM NO PP YES 10 YEARS EMC
Phoenix 6M PP YES 10 YEARS EMC
CAPE CORAL 3Y PP YES 10 YEARS EMC
NORFOLK 6M PP YES 10 YEARS EMC
QUEEN CREEK NO PP YES 10 YEARS EMC
SILVER SPRING 6M PP NO NON-IO EMC
MANTECA NO PP YES 10 YEARS EMC
WEST CHESTER 3Y PP YES 10 YEARS EMC
LOCUST GROVE 6M PP NO NON-IO EMC
TEMPE NO PP YES 10 YEARS EMC
SHIP BOTTOM NO PP YES 10 YEARS EMC
NEOTSU 6M PP YES 10 YEARS EMC
CINCINNATI 3Y PP YES 10 YEARS EMC
LAVALLETTE NO PP YES 10 YEARS EMC
MARYSVILLE 6M PP YES 10 YEARS EMC
WASHINGTON NO PP YES 10 YEARS EMC
WASHINGTON NO PP YES 10 YEARS EMC
Duluth NO PP NO NON-IO EMC
CHARLOTTE NO PP YES 10 YEARS EMC
MIAMI 3Y PP NO NON-IO EMC
SACRAMENTO 3Y PP YES 10 YEARS EMC
Brigham City 3Y PP YES 10 YEARS EMC
CLEVELAND 3Y PP YES 10 YEARS EMC
PHOENIX 1Y PP YES 10 YEARS EMC
Phoenix NO PP YES 10 YEARS EMC
HOUSTON 3Y PP NO NON-IO EMC
ROSLINDALE NO PP NO NON-IO EMC
Manassas NO PP YES 10 YEARS EMC
Queen Creek 3Y PP YES 10 YEARS EMC
YORBA LINDA 6M PP YES 10 YEARS EMC
OCEANSIDE 6M PP NO NON-IO EMC
CLOVIS 3Y PP YES 10 YEARS EMC
DALLAS NO PP NO NON-IO EMC
Santa Cruz NO PP NO NON-IO EMC
Mcallen 3Y PP NO NON-IO EMC
CHANNAHON 6M PP YES 10 YEARS EMC
KAWKAWLIN 6M PP NO NON-IO EMC
CROOKED RIVER RANCH 6M PP YES 10 YEARS EMC
WEST ISLIP 6M PP YES 10 YEARS EMC
WEST ROXBURY 6M PP YES 10 YEARS EMC
CHEYENNE NO PP NO NON-IO EMC
Santa Cruz NO PP NO NON-IO EMC
LOS ANGELES 6M PP YES 10 YEARS EMC
HYATTSVILLE NO PP YES 10 YEARS EMC
SOUTH PLAINFIELD NO PP YES 10 YEARS EMC
NAMPA NO PP YES 10 YEARS EMC
WHITESBURG NO PP YES 10 YEARS EMC
LAGUNA WOODS 6M PP YES 10 YEARS EMC
DORCHESTER 6M PP YES 10 YEARS EMC
Idaho Falls 3Y PP YES 10 YEARS EMC
Missouri City 3Y PP YES 10 YEARS EMC
SEATTLE 6M PP YES 10 YEARS EMC
Pickens NO PP YES 10 YEARS EMC
Milledgeville 6M PP NO NON-IO EMC
Katy 3Y PP YES 10 YEARS EMC
TULARE 6M PP YES 10 YEARS EMC
Los Angeles 6M PP YES 10 YEARS EMC
BAKERSFIELD 6M PP YES 10 YEARS EMC
DENVER 3Y PP YES 10 YEARS EMC
Rowlett 3Y PP YES 10 YEARS EMC
SEATTLE 3Y PP YES 10 YEARS EMC
Los Angeles 6M PP YES 10 YEARS EMC
LAKE FOREST PARK NO PP YES 10 YEARS EMC
Sun City 6M PP YES 10 YEARS EMC
CHARLOTTESVILLE NO PP YES 10 YEARS EMC
nicholasville NO PP YES 10 YEARS EMC
Wilmington NO PP NO NON-IO EMC
DUNDEE NO PP YES 10 YEARS EMC
YORKTOWN HEIGHTS 6M PP NO NON-IO EMC
Tampa NO PP YES 10 YEARS EMC
Richmond NO PP YES 10 YEARS EMC
Garland 3Y PP YES 10 YEARS EMC
NICHOLASVILLE NO PP YES 10 YEARS EMC
JACKSON NO PP YES 10 YEARS EMC
Barnegat NO PP YES 10 YEARS EMC
Arlington NO PP NO NON-IO EMC
RICHMOND NO PP YES 10 YEARS EMC
Peoria 6M PP YES 10 YEARS EMC
BUCKEYE NO PP YES 10 YEARS EMC
PALM BEACH GARDENS NO PP YES 10 YEARS EMC
BUCKEYE NO PP YES 10 YEARS EMC
FREDERICKSBURG 6M PP YES 10 YEARS EMC
PARK CITY 6M PP YES 10 YEARS EMC
Tampa NO PP YES 10 YEARS EMC
Houston NO PP YES 10 YEARS EMC
Houston 3Y PP YES 10 YEARS EMC
San Diego NO PP YES 10 YEARS EMC
San Diego NO PP YES 10 YEARS EMC
CHARLOTTE NO PP YES 10 YEARS EMC
Myrtle Beach NO PP YES 10 YEARS EMC
Stafford NO PP YES 10 YEARS EMC
Brush Creek NO PP NO NON-IO EMC
Grand Junction NO PP YES 10 YEARS EMC
CHANHASSEN 3Y PP YES 10 YEARS EMC
BOYDS NO PP YES 10 YEARS EMC
Falls Church NO PP YES 10 YEARS EMC
PEMBROKE PINES NO PP YES 10 YEARS EMC
SALINAS 6M PP YES 10 YEARS EMC
Cumming NO PP YES 10 YEARS EMC
JERSEY CITY NO PP YES 10 YEARS EMC
MADISON 1Y PP YES 10 YEARS EMC
MADISON 1Y PP YES 10 YEARS EMC
MADISON 1Y PP YES 10 YEARS EMC
MADISON 1Y PP YES 10 YEARS EMC
Phoenix NO PP NO NON-IO EMC
AURORA 3Y PP NO NON-IO EMC
HUMBLE 3Y PP NO NON-IO EMC
TUCSON 3Y PP NO NON-IO EMC
Kissimmee NO PP NO NON-IO EMC
ROCKVILLE CENTER NO PP NO NON-IO EMC
Lakeway NO PP NO NON-IO EMC
Milford NO PP NO NON-IO EMC
Kansas City NO PP NO NON-IO EMC
Houston NO PP NO NON-IO EMC
Enfield 3Y PP NO NON-IO EMC
Saint Charles NO PP NO NON-IO EMC
Hunt NO PP NO NON-IO EMC
Conroe NO PP YES 10 YEARS EMC
Garland 3Y PP NO NON-IO EMC
Hampton Bays NO PP YES 10 YEARS EMC
Newport News NO PP NO NON-IO EMC
HOUSTON 3Y PP NO NON-IO EMC
HUMBLE 3Y PP NO NON-IO EMC
Saco NO PP NO NON-IO EMC
Montgomery Village NO PP NO NON-IO EMC
Jacksonville NO PP YES 10 YEARS EMC
BROOMFIELD NO PP NO NON-IO EMC
Humble NO PP NO NON-IO EMC
Harlingen NO PP NO NON-IO EMC
TOWN OF RYE NO PP NO NON-IO EMC
Peroia NO PP NO NON-IO EMC
Houston NO PP NO NON-IO EMC
Wilton 1Y PP YES 10 YEARS EMC
Oceanside 3Y PP NO NON-IO EMC
Tampa NO PP NO NON-IO EMC
Saint Petersburg NO PP NO NON-IO EMC
Stowe NO PP NO NON-IO EMC
POTTSTOWN NO PP NO NON-IO EMC
Tampa 3Y PP NO NON-IO EMC
Hallandale Beach 3Y PP NO NON-IO EMC
Charlotte NO PP NO NON-IO EMC
Hogansville 3Y PP NO NON-IO EMC
Atlanta 3Y PP NO NON-IO EMC
Marietta 3Y PP NO NON-IO EMC
Orlando 3Y PP NO NON-IO EMC
Decatur NO PP NO NON-IO EMC
Marble NO PP NO NON-IO EMC
Palm City NO PP NO NON-IO EMC
Bradenton 3Y PP NO NON-IO EMC
Homestead 3Y PP NO NON-IO EMC
Jacksonville NO PP NO NON-IO EMC
Gainesville NO PP NO NON-IO EMC
Garner NO PP NO NON-IO EMC
Decatur NO PP NO NON-IO EMC
SUGAR HILL NO PP NO NON-IO EMC
Atlanta NO PP NO NON-IO EMC
South Bend NO PP NO NON-IO EMC
Bluffton NO PP NO NON-IO EMC
RIVERSIDE NO PP YES 10 YEARS EMC
BOULDER 3Y PP YES 10 YEARS EMC
TOLEDO 2Y PP NO NON-IO EMC
TOLEDO 2Y PP NO NON-IO EMC
FORT COLLINS NO PP YES 5 YEARS EMC
PENSACOLA 3Y PP YES 10 YEARS EMC
METAIRIE NO PP NO NON-IO EMC
TOLEDO 2Y PP NO NON-IO EMC
CHESAPEAKE 5Y PP YES 10 YEARS EMC
TOLEDO 2Y PP NO NON-IO EMC
DOUGLASVILLE 3Y PP YES 10 YEARS EMC
BOGALUSA NO PP NO NON-IO EMC
CHESTERFIELD 3Y PP YES 10 YEARS EMC
PUNTA GORDA 3Y PP NO NON-IO EMC
ROSEVILLE 3Y PP YES 10 YEARS EMC
HEMET 1Y PP YES 10 YEARS EMC
PONTIAC NO PP NO NON-IO EMC
PONTIAC NO PP NO NON-IO EMC
HAMPTON 3Y PP NO NON-IO EMC
FAIRFAX NO PP NO NON-IO EMC
SAINT LOUIS NO PP NO NON-IO EMC
PEORIA NO PP NO NON-IO EMC
BELTSVILLE NO PP NO NON-IO EMC
WAYNE NO PP NO NON-IO EMC
VIRGINIA BEACH 5Y PP NO NON-IO EMC
PORT READING NO PP NO NON-IO EMC
CAROL STREAM NO PP NO NON-IO EMC
COLUMBIA NO PP NO NON-IO EMC
LIVERPOOL NO PP NO NON-IO EMC
TARPON SPRINGS 3Y PP YES 10 YEARS EMC
OAKLAND 3Y PP YES 10 YEARS EMC
MOBILE NO PP NO NON-IO EMC
SAN DIEGO 3Y PP YES 10 YEARS EMC
PROVO 2Y PP YES 10 YEARS EMC
COON RAPIDS NO PP YES 10 YEARS EMC
HUGHSON NO PP NO NON-IO EMC
BALTIMORE 5Y PP YES 10 YEARS EMC
FAIRFIELD NO PP NO NON-IO EMC
KINGWOOD 3Y PP NO NON-IO EMC
ST PETERSBURG 2Y PP YES 10 YEARS EMC
BEND NO PP YES 10 YEARS EMC
SALT LAKE CITY NO PP NO NON-IO EMC
DUMFRIES 5Y PP YES 10 YEARS EMC
PHILADELPHIA 2Y PP NO NON-IO EMC
LAS VEGAS 5Y PP YES 10 YEARS EMC
OAKLAND 3Y PP YES 10 YEARS EMC
PHILADELPHIA NO PP NO NON-IO EMC
PHOENIX 3Y PP YES 10 YEARS EMC
BEND NO PP YES 10 YEARS EMC
SALINAS NO PP YES 10 YEARS EMC
PETAL NO PP NO NON-IO EMC
COVINGTON NO PP YES 10 YEARS EMC
HOUSTON NO PP NO NON-IO EMC
BEND NO PP YES 10 YEARS EMC
SIMI VALLEY 3Y PP YES 10 YEARS EMC
OAK RIDGE 2Y PP NO NON-IO EMC
GARNER NO PP NO NON-IO EMC
BEND NO PP YES 10 YEARS EMC
SPRINGFIELD 5Y PP YES 10 YEARS EMC
WASHINGTON 3Y PP YES 10 YEARS EMC
HUNTINGTON STATION NO PP NO NON-IO EMC
MANDEVILLE NO PP NO NON-IO EMC
CHICAGO NO PP NO NON-IO EMC
MEADOW VISTA NO PP NO NON-IO EMC
CASCO 5Y PP NO NON-IO EMC
NEWPORT NEWS NO PP NO NON-IO EMC
WEBB CITY NO PP NO NON-IO EMC
PUYALLUP 5Y PP YES 10 YEARS EMC
HAMILTON 3Y PP YES 10 YEARS EMC
TOLEDO 3Y PP NO NON-IO EMC
LAFAYETTE NO PP YES 5 YEARS EMC
MERIDIAN 3Y PP YES 10 YEARS EMC
WEST LINN 3Y PP YES 10 YEARS EMC
THIBODAUX 3Y PP NO NON-IO EMC
TOLEDO NO PP NO NON-IO EMC
TACOMA NO PP NO NON-IO EMC
DELTONA 3Y PP YES 10 YEARS EMC
INDIANAPOLIS NO PP NO NON-IO EMC
PORT RICHEY NO PP NO NON-IO EMC
VERO BEACH 3Y PP YES 10 YEARS EMC
KNOXVILLE 3Y PP YES 10 YEARS EMC
CHICAGO 3Y PP NO NON-IO EMC
HOUSTON NO PP NO NON-IO EMC
BALDWINSVILLE NO PP NO NON-IO EMC
TACOMA 5Y PP YES 10 YEARS EMC
MISSOURI CITY NO PP NO NON-IO EMC
NAVARRE 5Y PP YES 5 YEARS EMC
NASHVILLE 3Y PP YES 10 YEARS EMC
AVON LAKE 5Y PP YES 10 YEARS EMC
TOLEDO 2Y PP YES 10 YEARS EMC
PORTLAND 2Y PP YES 10 YEARS EMC
REPUBLIC 3Y PP YES 10 YEARS EMC
NORTH CHARLESTON 5Y PP YES 10 YEARS EMC
ORANGE PARK NO PP NO NON-IO EMC
MOBILE NO PP YES 10 YEARS EMC
CHARLOTTE 2Y PP YES 10 YEARS EMC
NORTH RICHLAND HILLS 3Y PP NO NON-IO EMC
TOPSHAM NO PP NO NON-IO EMC
KANSAS CITY NO PP NO NON-IO EMC
COTTAGE GROVE 3Y PP YES 10 YEARS EMC
Dallas NO PP NO NON-IO EMC
DUNEDIN 3Y PP YES 10 YEARS EMC
NORTH MIAMI NO PP YES 10 YEARS EMC
MONROE 3Y PP YES 10 YEARS EMC
FORT MYERS 3Y PP YES 10 YEARS EMC
PATERSON NO PP NO NON-IO EMC
SALEM 3Y PP YES 10 YEARS EMC
SAINT LOUIS NO PP NO NON-IO EMC
LONGVIEW NO PP NO NON-IO EMC
PORTSMOUTH 2Y PP NO NON-IO EMC
BALTIMORE 5Y PP YES 10 YEARS EMC
GREENWOOD NO PP NO NON-IO EMC
ELGIN NO PP NO NON-IO EMC
WARREN 3Y PP NO NON-IO EMC
LAUDERDALE LAKES NO PP NO NON-IO EMC
MIAMI 3Y PP YES 10 YEARS EMC
JACKSONVILLE NO PP NO NON-IO EMC
CINCINNATI 5Y PP NO NON-IO EMC
LOS ANGELES NO PP NO NON-IO EMC
HAVANA NO PP NO NON-IO EMC
LADY LAKE NO PP NO NON-IO EMC
BALTIMORE NO PP NO NON-IO EMC
LONDON 5Y PP NO NON-IO EMC
FORT PAYNE NO PP NO NON-IO EMC
VALRICO 2Y PP NO NON-IO EMC
CHICAGO NO PP NO NON-IO EMC
HUMBOLDT 5Y PP NO NON-IO EMC
ABERDEEN NO PP NO NON-IO EMC
DULUTH NO PP YES 10 YEARS EMC
SOUTH SAN FRANCISCO 3Y PP YES 10 YEARS EMC
ABERDEEN NO PP NO NON-IO EMC
CHARLOTTE 3Y PP YES 10 YEARS EMC
OLNEY 3Y PP YES 10 YEARS EMC
ABERDEEN NO PP NO NON-IO EMC
PENSACOLA 3Y PP YES 10 YEARS EMC
ABERDEEN NO PP NO NON-IO EMC
HILTON HEAD ISLAND 3Y PP YES 10 YEARS EMC
ABERDEEN NO PP NO NON-IO EMC
REX 5Y PP YES 10 YEARS EMC
MEMPHIS 3Y PP NO NON-IO EMC
LANGLEY 5Y PP YES 10 YEARS EMC
LOUISVILLE NO PP NO NON-IO EMC
MEMPHIS 3Y PP NO NON-IO EMC
GALVESTON NO PP NO NON-IO EMC
ODESSA NO PP NO NON-IO EMC
HATTIESBURG NO PP NO NON-IO EMC
MEMPHIS 3Y PP NO NON-IO EMC
TRENTON NO PP NO NON-IO EMC
HATTIESBURG NO PP NO NON-IO EMC
CENTER 3Y PP YES 10 YEARS EMC
SAINT JOSEPH NO PP NO NON-IO EMC
SAN MATEO NO PP NO NON-IO EMC
WAXHAW 2Y PP YES 10 YEARS EMC
ERIN 5Y PP NO NON-IO EMC
BERNARDSVILLE NO PP NO NON-IO EMC
MIAMI 2Y PP YES 10 YEARS EMC
WAYNE NO PP NO NON-IO EMC
LOS ANGELES 3Y PP YES 10 YEARS EMC
DARBY NO PP NO NON-IO EMC
PROVIDENCE NO PP NO NON-IO EMC
ARIZONA CITY 2Y PP YES 10 YEARS EMC
MEMPHIS 3Y PP NO NON-IO EMC
GREEN BAY NO PP NO NON-IO EMC
SILVERDALE 3Y PP YES 10 YEARS EMC
CLEVELAND 5Y PP YES 10 YEARS EMC
MEMPHIS 3Y PP NO NON-IO EMC
WALDORF 2Y PP YES 10 YEARS EMC
SUFFOLK 2Y PP YES 10 YEARS EMC
MEMPHIS 3Y PP NO NON-IO EMC
MEMPHIS 3Y PP NO NON-IO EMC
MACEDONIA 2Y PP YES 10 YEARS EMC
MEMPHIS 3Y PP NO NON-IO EMC
LONG BEACH 5Y PP YES 10 YEARS EMC
LITTLE FALLS NO PP NO NON-IO EMC
MEMPHIS 3Y PP NO NON-IO EMC
WASHINGTON 3Y PP YES 10 YEARS EMC
PORTLAND 3Y PP YES 10 YEARS EMC
JAMAICA BEACH NO PP YES 10 YEARS EMC
PUYALLUP 2Y PP YES 10 YEARS EMC
CHICAGO HEIGHTS NO PP NO NON-IO EMC
MANDEVILLE NO PP NO NON-IO EMC
AMHERST NO PP NO NON-IO EMC
NEW IBERIA NO PP YES 10 YEARS EMC
MIAMI 2Y PP YES 10 YEARS EMC
RIVIERA BEACH NO PP NO NON-IO EMC
LOUISVILLE 3Y PP NO NON-IO EMC
KANSAS CITY NO PP NO NON-IO EMC
LIVONIA NO PP NO NON-IO EMC
POCATELLO 5Y PP NO NON-IO EMC
PAWTUCKET NO PP NO NON-IO EMC
LINCOLN NO PP NO NON-IO EMC
WAYNE NO PP NO NON-IO EMC
WILMINGTON 3Y PP YES 10 YEARS EMC
GARDEN CITY NO PP NO NON-IO EMC
MACON NO PP NO NON-IO EMC
WAYNE NO PP NO NON-IO EMC
WESTLAND NO PP NO NON-IO EMC
NEW CARROLLTON NO PP YES 10 YEARS EMC
COCOA BEACH 3Y PP YES 10 YEARS EMC
BROWNSTOWN TOWNSHIP 2Y PP NO NON-IO EMC
CANTON NO PP NO NON-IO EMC
BOULDER 3Y PP YES 10 YEARS EMC
DAVIS 3Y PP YES 10 YEARS EMC
BOULDER 3Y PP YES 10 YEARS EMC
TOLEDO 2Y PP NO NON-IO EMC
RIVERVIEW NO PP NO NON-IO EMC
DRAPER 5Y PP YES 10 YEARS EMC
MADISON NO PP NO NON-IO EMC
CORAL GABLES 3Y PP YES 5 YEARS EMC
CHULA VISTA 3Y PP YES 10 YEARS EMC
MEMPHIS 3Y PP NO NON-IO EMC
PONCHATOULA NO PP NO NON-IO EMC
BATON ROUGE NO PP NO NON-IO EMC
MEMPHIS 3Y PP NO NON-IO EMC
TOMBALL NO PP NO NON-IO EMC
MEMPHIS 3Y PP NO NON-IO EMC
MEMPHIS 3Y PP NO NON-IO EMC
TOPPENISH 2Y PP NO NON-IO EMC
CHATTANOOGA 3Y PP NO NON-IO EMC
MEMPHIS 3Y PP NO NON-IO EMC
BALTIMORE NO PP YES 10 YEARS EMC
MIRAMAR 3Y PP YES 10 YEARS EMC
WADSWORTH 5Y PP YES 10 YEARS EMC
AIKEN 3Y PP NO NON-IO EMC
MILFORD NO PP NO NON-IO EMC
HIALEAH NO PP NO NON-IO EMC
MANTEO NO PP NO NON-IO EMC
BOSTON NO PP NO NON-IO EMC
NORMAN NO PP NO NON-IO EMC
SAN JOSE NO PP NO NON-IO EMC
SAINT LOUIS 2Y PP NO NON-IO EMC
EASTLAKE 3Y PP NO NON-IO EMC
SANDY 5Y PP NO NON-IO EMC
COOKEVILLE 3Y PP YES 10 YEARS EMC
SPOKANE 2Y PP YES 10 YEARS EMC
WINSTON SALEM NO PP NO NON-IO EMC
VANCOUVER 3Y PP YES 10 YEARS EMC
SHREVEPORT 2Y PP NO NON-IO EMC
HIGHLAND NO PP YES 10 YEARS EMC
SARATOGA SPRINGS 3Y PP NO NON-IO EMC
MIAMI BEACH 3Y PP YES 5 YEARS EMC
COLUMBUS NO PP NO NON-IO EMC
ALBUQUERQUE NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP NO NON-IO EMC
GLENS FALLS NO PP NO NON-IO EMC
PRAIRIEVILLE NO PP NO NON-IO EMC
KEY LARGO NO PP YES 10 YEARS EMC
PITTSBURGH NO PP NO NON-IO EMC
NEW HYDE PARK NO PP NO NON-IO EMC
JACKSON 3Y PP NO NON-IO EMC
HATTIESBURG NO PP NO NON-IO EMC
MIAMI NO PP NO NON-IO EMC
LIVERMORE NO PP NO NON-IO EMC
NEW HAVEN 2Y PP NO NON-IO EMC
LOS ANGELES 5Y PP YES 10 YEARS EMC
LOUISVILLE NO PP NO NON-IO EMC
East Williston NO PP NO NON-IO EMC
DANVILLE NO PP NO NON-IO EMC
PALM COAST 5Y PP YES 10 YEARS EMC
FORT WORTH 3Y PP NO NON-IO EMC
MIAMI NO PP NO NON-IO EMC
METHUEN NO PP NO NON-IO EMC
BOGALUSA 2Y PP NO NON-IO EMC
HOUSTON NO PP NO NON-IO EMC
KUNA NO PP NO NON-IO EMC
LAFAYETTE 3Y PP NO NON-IO EMC
HIGHLAND PARK NO PP NO NON-IO EMC
Houston NO PP NO NON-IO EMC
NORFOLK 1Y PP YES 10 YEARS EMC
SARATOGA SPRINGS 3Y PP YES 10 YEARS EMC
WAXAHACHIE 5Y PP YES 10 YEARS EMC
RUSHVILLE 5Y PP YES 10 YEARS EMC
MEMPHIS 3Y PP NO NON-IO EMC
GENEVA 5Y PP YES 10 YEARS EMC
NETCONG NO PP YES 10 YEARS EMC
DOTHAN NO PP YES 10 YEARS EMC
LIVERMORE NO PP YES 10 YEARS EMC
CLEARWATER NO PP YES 10 YEARS EMC
CONCORD 3Y PP YES 10 YEARS EMC
UNIONDALE NO PP YES 10 YEARS EMC
DES PLAINES NO PP YES 10 YEARS EMC
LOMA LINDA 2Y PP YES 10 YEARS EMC
MIAMI LAKES 2Y PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
YORK NO PP YES 10 YEARS EMC
MESA 2Y PP YES 10 YEARS EMC
SOMERVILLE NO PP YES 10 YEARS EMC
NEWPORT 2Y PP YES 10 YEARS EMC
EUFUALA NO PP YES 10 YEARS EMC
SOMERVILLE NO PP YES 10 YEARS EMC
BELGRADE 3Y PP YES 10 YEARS EMC
CUMBERLAND NO PP YES 10 YEARS EMC
NEW IBERIA 3Y PP YES 10 YEARS EMC
EUFUALA NO PP YES 10 YEARS EMC
SPRINGFIELD NO PP YES 10 YEARS EMC
COLUMBIA NO PP YES 10 YEARS EMC
WOODHAVEN NO PP YES 10 YEARS EMC
PORTSMOUTH 5Y PP YES 10 YEARS EMC
NEWBERRY 2Y PP YES 10 YEARS EMC
ROGERS 3Y PP YES 10 YEARS EMC
MOUNTAIN VIEW NO PP YES 10 YEARS EMC
TALLAHASSEE 1Y PP YES 10 YEARS EMC
RIVERSIDE NO PP YES 10 YEARS EMC
BAKER NO PP YES 10 YEARS EMC
NEW ORLEANS NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
ST. LOUIS NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
BALTIMORE NO PP YES 10 YEARS EMC
JACKSON NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
COVINGTON 2Y PP YES 10 YEARS EMC
COATESVILLE 2Y PP YES 10 YEARS EMC
ORLANDO NO PP YES 10 YEARS EMC
LAS VEGAS NO PP YES 10 YEARS EMC
PAWTUCKET NO PP YES 10 YEARS EMC
KLAMATH FALLS NO PP YES 10 YEARS EMC
LOVELAND 2Y PP YES 10 YEARS EMC
LAS VEGAS 5Y PP YES 10 YEARS EMC
BAKER NO PP YES 10 YEARS EMC
BAKER NO PP YES 10 YEARS EMC
BAKER NO PP YES 10 YEARS EMC
SPRING NO PP YES 10 YEARS EMC
DETROIT 2Y PP YES 10 YEARS EMC
MOUNT PLEASANT NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
MIAMI 3Y PP YES 5 YEARS EMC
WEST PALM BEACH 1Y PP YES 10 YEARS EMC
RIDGEWOOD NO PP YES 10 YEARS EMC
SAN DIEGO NO PP YES 10 YEARS EMC
ROWLAND HEIGHTS 5Y PP YES 10 YEARS EMC
VIRGINIA BEACH NO PP YES 10 YEARS EMC
NEW ORLEANS NO PP YES 10 YEARS EMC
PALOS HILLS NO PP YES 10 YEARS EMC
NEW ORLEANS NO PP YES 10 YEARS EMC
MIAMI NO PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
OLYMPIA FIELDS 2Y PP YES 10 YEARS EMC
JACKSONVILLE 3Y PP YES 10 YEARS EMC
RALEIGH NO PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
ROUND LAKE NO PP YES 10 YEARS EMC
BRENTWOOD NO PP YES 10 YEARS EMC
WILMINGTON NO PP YES 10 YEARS EMC
PERRIS NO PP YES 10 YEARS EMC
COLUMBIA 2Y PP YES 10 YEARS EMC
LAS VEGAS NO PP YES 10 YEARS EMC
BALTIMORE NO PP YES 10 YEARS EMC
COVINGTON 2Y PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
GALESVILLE NO PP YES 10 YEARS EMC
MIAMI 5Y PP YES 5 YEARS EMC
LAFAYETTE NO PP YES 10 YEARS EMC
SPANISH FORK NO PP YES 10 YEARS EMC
PAINESVILLE 3Y PP YES 10 YEARS EMC
NORTH WILDWOOD NO PP YES 10 YEARS EMC
BLAUVELT NO PP YES 10 YEARS EMC
RESTON NO PP YES 10 YEARS EMC
CHATTANOOGA NO PP YES 10 YEARS EMC
RANCHO PALOS VERDES NO PP YES 10 YEARS EMC
EUGENE 3Y PP YES 10 YEARS EMC
HARTFORD NO PP YES 10 YEARS EMC
JOLIET NO PP YES 10 YEARS EMC
COCONUT GROVE NO PP YES 10 YEARS EMC
BERKELEY NO PP YES 10 YEARS EMC
SEDRO WOOLLEY 5Y PP YES 10 YEARS EMC
MANSFIELD NO PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
WHITMAN NO PP YES 10 YEARS EMC
BOZEMAN 3Y PP YES 10 YEARS EMC
SAINT LOUIS 3Y PP YES 10 YEARS EMC
HOUSTON NO PP YES 10 YEARS EMC
URBANA 3Y PP YES 10 YEARS EMC
SEATTLE 3Y PP YES 10 YEARS EMC
WILDOMAR 2Y PP YES 10 YEARS EMC
OAKLAND NO PP YES 10 YEARS EMC
ORLANDO 5Y PP YES 10 YEARS EMC
MARATHON NO PP YES 10 YEARS EMC
FAR ROCKAWAY NO PP YES 10 YEARS EMC
IRVINGTON NO PP YES 10 YEARS EMC
SAN DIEGO NO PP YES 10 YEARS EMC
FORT LAUDERDALE NO PP YES 10 YEARS EMC
FORT LAUDERDALE NO PP YES 5 YEARS EMC
BROOKLYN NO PP YES 10 YEARS EMC
LOMBARD NO PP YES 10 YEARS EMC
BUFFALO GROVE NO PP YES 10 YEARS EMC
AURORA NO PP YES 10 YEARS EMC
NORTHLAKE NO PP YES 10 YEARS EMC
ELGIN NO PP YES 10 YEARS EMC
MERRIMACK NO PP YES 10 YEARS EMC
ORANGE PARK NO PP YES 10 YEARS EMC
ISLE OF PALMS NO PP YES 10 YEARS EMC
PRINCETON NO PP YES 10 YEARS EMC
WALESKA NO PP YES 10 YEARS EMC
ACWORTH NO PP YES 10 YEARS EMC
CHARLOTTE NO PP YES 10 YEARS EMC
STONE MOUNTAIN NO PP YES 10 YEARS EMC
ROUND LAKE BEACH NO PP YES 10 YEARS EMC
CHARLOTTE NO PP YES 10 YEARS EMC
VENICE NO PP YES 10 YEARS EMC
SHASTA LAKE NO PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
WINSTON SALEM NO PP YES 10 YEARS EMC
LITHONIA NO PP YES 10 YEARS EMC
CARROLLTON NO PP YES 10 YEARS EMC
WILMINGTON 2Y PP YES 10 YEARS EMC
CAPE CORAL NO PP YES 10 YEARS EMC
SPARTANBURG NO PP YES 10 YEARS EMC
PAWTUCKET NO PP YES 10 YEARS EMC
LORAIN 5Y PP YES 10 YEARS EMC
TAMARAC NO PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
LEESBURG NO PP YES 10 YEARS EMC
NEWTOWN 5Y PP YES 10 YEARS EMC
STONE MOUNTAIN NO PP YES 10 YEARS EMC
CARLSBAD NO PP YES 10 YEARS EMC
PROVIDENCE NO PP YES 10 YEARS EMC
ROHNERT PARK 2Y PP YES 10 YEARS EMC
DEDHAM 3Y PP YES 10 YEARS EMC
TACOMA 2Y PP YES 10 YEARS EMC
LOS ANGELES NO PP YES 10 YEARS EMC
SOUTH PORTLAND NO PP YES 10 YEARS EMC
TOBACCOVILLE NO PP YES 10 YEARS EMC
ENTERPRISE 2Y PP YES 10 YEARS EMC
CHESTERLAND 3Y PP YES 10 YEARS EMC
CINCINNATI 3Y PP YES 10 YEARS EMC
COLUMBUS NO PP YES 10 YEARS EMC
BROOKLYN NO PP YES 10 YEARS EMC
BROOKLYN NO PP YES 10 YEARS EMC
LEXINGTON 1Y PP YES 10 YEARS EMC
PURDYS NO PP YES 10 YEARS EMC
BROOMFIELD 2Y PP YES 10 YEARS EMC
GREER NO PP YES 10 YEARS EMC
GREER NO PP YES 10 YEARS EMC
BOCA GRANDE 3Y PP YES 10 YEARS EMC
SUN VALLEY NO PP YES 10 YEARS EMC
DENVER 5Y PP YES 10 YEARS EMC
MOBILE NO PP YES 10 YEARS EMC
COLUMBUS NO PP YES 10 YEARS EMC
VAIL NO PP YES 10 YEARS EMC
HIALEAH 5Y PP YES 10 YEARS EMC
TAMPA 3Y PP YES 10 YEARS EMC
COLUMBUS 5Y PP YES 10 YEARS EMC
PEORIA NO PP YES 10 YEARS EMC
GAINESVILLE NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
ATTLEBORO 3Y PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
COLD SPRING NO PP YES 10 YEARS EMC
WESLEY CHAPEL 1Y PP YES 10 YEARS EMC
CHARLOTTE NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
OOLTEWAH 3Y PP YES 10 YEARS EMC
NEW BEDFORD NO PP YES 10 YEARS EMC
SHIRLEY NO PP YES 10 YEARS EMC
PORT ROYAL NO PP YES 10 YEARS EMC
GARNERVILLE NO PP YES 10 YEARS EMC
STONE MOUNTAIN NO PP YES 10 YEARS EMC
BERKLEY NO PP YES 10 YEARS EMC
WESTLAND NO PP YES 10 YEARS EMC
EVANSTON NO PP YES 10 YEARS EMC
MIAMI BEACH 3Y PP YES 10 YEARS EMC
CINCINNATI NO PP YES 10 YEARS EMC
PALM BAY NO PP YES 10 YEARS EMC
QUEEN CREEK 2Y PP YES 10 YEARS EMC
BREAUX BRIDGE NO PP YES 10 YEARS EMC
PALM BAY NO PP YES 10 YEARS EMC
MARRERO NO PP YES 10 YEARS EMC
DECATUR NO PP YES 10 YEARS EMC
COLLEGE PARK NO PP YES 10 YEARS EMC
PANACEA NO PP YES 10 YEARS EMC
WEST PALM BEACH 3Y PP YES 10 YEARS EMC
MAGNOLIA SPRINGS NO PP YES 10 YEARS EMC
BALTIMORE NO PP YES 10 YEARS EMC
PENSACOLA 3Y PP YES 10 YEARS EMC
SPRING VALLEY NO PP YES 10 YEARS EMC
LADSON NO PP YES 10 YEARS EMC
NASHVILLE NO PP YES 10 YEARS EMC
KANNAPOLIS NO PP YES 10 YEARS EMC
COVENTRY NO PP YES 10 YEARS EMC
COMMERCE CITY NO PP YES 10 YEARS EMC
PENSACOLA NO PP YES 10 YEARS EMC
PENSACOLA NO PP YES 10 YEARS EMC
WAYNE NO PP YES 10 YEARS EMC
COLLEGE PARK NO PP YES 10 YEARS EMC
HICKSVILLE NO PP YES 10 YEARS EMC
DACONO 5Y PP YES 10 YEARS EMC
SOUTHAMPTON NO PP YES 10 YEARS EMC
WAYNE NO PP YES 10 YEARS EMC
COVINGTON 5Y PP YES 10 YEARS EMC
VERO BEACH 2Y PP YES 10 YEARS EMC
GASTONIA 3Y PP YES 10 YEARS EMC
BOILING SPRINGS NO PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
ST PETERSBURG NO PP YES 10 YEARS EMC
WATERBURY 3Y PP YES 10 YEARS EMC
AURORA NO PP YES 10 YEARS EMC
SAN LEANDRO NO PP YES 10 YEARS EMC
PALOS PARK NO PP YES 10 YEARS EMC
CORNELIUS 1Y PP YES 10 YEARS EMC
NAPERVILLE NO PP YES 10 YEARS EMC
TAYLORSVILLE 3Y PP YES 10 YEARS EMC
WINSTON SALEM NO PP YES 10 YEARS EMC
LOS LUNAS NO PP YES 10 YEARS EMC
GARDEN CITY NO PP YES 10 YEARS EMC
BALTIMORE 2Y PP YES 10 YEARS EMC
LINCOLN NO PP YES 10 YEARS EMC
POWDER SPRINGS 5Y PP YES 10 YEARS EMC
BLACKLICK NO PP YES 10 YEARS EMC
BALTIMORE 2Y PP YES 10 YEARS EMC
WINSTON SALEM NO PP YES 10 YEARS EMC
MEMPHIS 3Y PP YES 10 YEARS EMC
SUMMERVILLE NO PP YES 10 YEARS EMC
WINSTON SALEM NO PP YES 10 YEARS EMC
HAMPTON 2Y PP YES 10 YEARS EMC
CLEARWATER NO PP YES 10 YEARS EMC
GLOCESTER NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
SALISBURY 3Y PP YES 10 YEARS EMC
SACRAMENTO NO PP YES 10 YEARS EMC
PHILADELPHIA NO PP YES 10 YEARS EMC
STATEN ISLAND NO PP YES 10 YEARS EMC
ALAMO NO PP YES 10 YEARS EMC
BATON ROUGE NO PP YES 10 YEARS EMC
TALLAHASSEE NO PP YES 10 YEARS EMC
ANDERSON NO PP YES 10 YEARS EMC
BIRMINGHAM NO PP YES 10 YEARS EMC
PORT JEFFERSON STATION NO PP YES 10 YEARS EMC
HOFFMAN ESTATES NO PP YES 10 YEARS EMC
FALLS CHURCH NO PP YES 10 YEARS EMC
NORTHBROOK 3Y PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
ROANOKE NO PP YES 10 YEARS EMC
PARKLAND NO PP YES 10 YEARS EMC
HARVEY NO PP YES 10 YEARS EMC
LA QUINTA 3Y PP YES 10 YEARS EMC
BATON ROUGE NO PP YES 10 YEARS EMC
ATLANTA NO PP YES 10 YEARS EMC
BOYNTON BEACH 3Y PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
MIAMI 2Y PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
MARGATE 3Y PP YES 10 YEARS EMC
SANDY 2Y PP YES 10 YEARS EMC
WASHINGTON NO PP YES 10 YEARS EMC
GALLATIN NO PP YES 10 YEARS EMC
CHESAPEAKE BEACH NO PP YES 10 YEARS EMC
KISSIMMEE NO PP YES 10 YEARS EMC
WINSTON SALEM NO PP YES 10 YEARS EMC
MONTGOMERY NO PP YES 10 YEARS EMC
DALLAS 3Y PP YES 10 YEARS EMC
DES PLAINES NO PP YES 10 YEARS EMC
OYSTER BAY NO PP YES 10 YEARS EMC
ATLANTA NO PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
EAST HAMPTON NO PP YES 10 YEARS EMC
MANCHESTER NO PP YES 10 YEARS EMC
CARMEL NO PP YES 10 YEARS EMC
PALM BEACH NO PP YES 10 YEARS EMC
SPRINGFIELD NO PP YES 10 YEARS EMC
MESA NO PP YES 10 YEARS EMC
Fort Lauderdale NO PP YES 10 YEARS EMC
KISSIMMEE 3Y PP YES 10 YEARS EMC
WILLOUGHBY 5Y PP YES 10 YEARS EMC
Lafayette Hill NO PP NO NON-IO EMC
East Hampton NO PP YES 10 YEARS EMC
Alexandria NO PP NO NON-IO EMC
Los Angeles NO PP NO NON-IO EMC
Montgomery 3Y PP YES 10 YEARS EMC
TUPELO 3Y PP YES 10 YEARS EMC
MOUNT VERNON NO PP YES 10 YEARS EMC
Charlotte NO PP NO NON-IO EMC
TUCSON NO PP NO NON-IO EMC
Auburn Hills NO PP NO NON-IO EMC
SILVER SPRING NO PP YES 5 YEARS EMC
LOUISVILLE 5Y PP YES 10 YEARS EMC
SAINT LOUIS NO PP YES 10 YEARS EMC
NASHVILLE NO PP YES 10 YEARS EMC
SAINT LOUIS NO PP YES 10 YEARS EMC
SAINT LOUIS NO PP YES 10 YEARS EMC
SHERWOOD 3Y PP YES 10 YEARS EMC
SAINT LOUIS NO PP YES 10 YEARS EMC
WAXHAW NO PP YES 10 YEARS EMC
MORENO VALLEY 5Y PP YES 10 YEARS EMC
ANDERSON NO PP YES 10 YEARS EMC
TOPEKA NO PP YES 10 YEARS EMC
ANDERSON NO PP YES 10 YEARS EMC
HATTIESBURG NO PP YES 10 YEARS EMC
MOUNT AIRY NO PP YES 10 YEARS EMC
LEXINGTON NO PP YES 10 YEARS EMC
LEXINGTON NO PP YES 10 YEARS EMC
RALEIGH NO PP YES 10 YEARS EMC
RALEIGH NO PP YES 10 YEARS EMC
CROWN POINT NO PP YES 10 YEARS EMC
RALEIGH NO PP YES 10 YEARS EMC
DENVER NO PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
WOODBRIDGE 2Y PP YES 10 YEARS EMC
FORT COLLINS 3Y PP YES 10 YEARS EMC
SAN RAFAEL 2Y PP YES 10 YEARS EMC
HIGH POINT NO PP YES 10 YEARS EMC
HUNTINGTON BEACH 5Y PP YES 10 YEARS EMC
CHICAGO NO PP YES 10 YEARS EMC
DENVER NO PP YES 10 YEARS EMC
ELMHURST NO PP YES 10 YEARS EMC
KISSIMMEE 3Y PP YES 10 YEARS EMC
OAKLAND 3Y PP YES 10 YEARS EMC
RALEIGH NO PP YES 10 YEARS EMC
HIGH POINT NO PP YES 10 YEARS EMC
TOPEKA NO PP YES 10 YEARS EMC
NAGS HEAD NO PP YES 10 YEARS EMC
LYNN NO PP YES 10 YEARS EMC
SACRAMENTO NO PP YES 10 YEARS EMC
NEW ORLEANS NO PP YES 10 YEARS EMC
FALLON 5Y PP YES 10 YEARS EMC
GAITHERSBURG 3Y PP YES 10 YEARS EMC
SALT LAKE CITY NO PP YES 10 YEARS EMC
CHARLOTTESVILLE NO PP YES 10 YEARS EMC
EAST FALMOUTH 3Y PP YES 10 YEARS EMC
MINNEAPOLIS NO PP YES 10 YEARS EMC
DETROIT NO PP YES 10 YEARS EMC
CHESAPEAKE 5Y PP YES 10 YEARS EMC
RIDGEWOOD NO PP YES 10 YEARS EMC
BROOKLYN NO PP YES 10 YEARS EMC
SARASOTA 3Y PP YES 10 YEARS EMC
Terrell 3Y PP NO NON-IO EMC
Terrell 3Y PP NO NON-IO EMC
Fort Worth 3Y PP NO NON-IO EMC
Fresno 3Y PP NO NON-IO EMC
Spring 3Y PP NO NON-IO EMC
Memphis NO PP NO NON-IO EMC
Terrell 3Y PP NO NON-IO EMC
Terrell 3Y PP NO NON-IO EMC
Plano NO PP NO NON-IO EMC
Athens 3Y PP NO NON-IO EMC
Washington 3Y PP NO NON-IO EMC
Crowley 3Y PP YES 10 YEARS EMC
Missouri City NO PP NO NON-IO EMC
Island Park NO PP NO NON-IO EMC
Broken Arrow NO PP NO NON-IO EMC
Aylett NO PP NO NON-IO EMC
WALPOLE NO PP NO NON-IO EMC
AGOURA HILLS NO PP NO NON-IO EMC
LAWRENCEVILLE 3Y PP NO NON-IO EMC
TUCSON NO PP NO NON-IO EMC
NEWPORT NO PP NO NON-IO EMC
CANTON NO PP NO NON-IO EMC
FORT MYERS NO PP NO NON-IO EMC
Worcester NO PP NO NON-IO EMC
MINNEAPOLIS NO PP YES 10 YEARS EMC
GILBERTSVILLE 1Y PP NO NON-IO EMC
REDONDO BEACH NO PP NO NON-IO EMC
Fort Myers 3Y PP NO NON-IO EMC
HILLSIDE NO PP NO NON-IO EMC
Norwich NO PP NO NON-IO EMC
HARRISBURG 2Y PP YES 10 YEARS EMC
GAINESVILLE NO PP NO NON-IO EMC
PORT RICHEY NO PP YES 10 YEARS EMC
LLANO AREA NO PP NO NON-IO EMC
COLORADO CITY 3Y PP NO NON-IO EMC
YUMA NO PP NO NON-IO EMC
SAN ANTONIO NO PP NO NON-IO EMC
SAN DIEGO 5Y PP NO NON-IO EMC
MISSION 3Y PP NO NON-IO EMC
BRUNSWICK HILLS NO PP NO NON-IO EMC
YPSILANTI NO PP NO NON-IO EMC
OAK GROVE NO PP YES 10 YEARS EMC
NASHVILLE 3Y PP YES 10 YEARS EMC
CAPE CORAL NO PP YES 10 YEARS EMC
CONCORD NO PP YES 10 YEARS EMC
JACKSONVILLE NO PP YES 10 YEARS EMC
HENDERSON NO PP NO NON-IO EMC
BRUNSWICK NO PP NO NON-IO EMC
DALLAS 3Y PP NO NON-IO EMC
DALLAS 3Y PP NO NON-IO EMC
EAST MORICHES NO PP NO NON-IO EMC
Cedar Hill 3Y PP NO NON-IO EMC
Dothan NO PP NO NON-IO EMC
Valley Village NO PP YES 10 YEARS EMC
Albany 3Y PP NO NON-IO EMC
Albany 3Y PP NO NON-IO EMC
Baltimore 3Y PP NO NON-IO EMC
Hitchcock NO PP NO NON-IO EMC
Oak Leaf NO PP NO NON-IO EMC
Calexico 3Y PP NO NON-IO EMC
HOUSTON 3Y PP NO NON-IO EMC
HUMBLE 3Y PP NO NON-IO EMC
Circle Pines NO PP NO NON-IO EMC
KATY 3Y PP NO NON-IO EMC
Sunrise 3Y PP NO NON-IO EMC
CHARLOTTE NO PP NO NON-IO EMC
Dallas 3Y PP NO NON-IO EMC
El Monte 6M PP YES 10 YEARS EMC
Charlotte 3Y PP NO NON-IO EMC
WINDSOR 3Y PP NO NON-IO EMC
Stafford NO PP YES 10 YEARS EMC
Waterville Valley NO PP NO NON-IO EMC
Granada Hills NO PP NO NON-IO EMC
Maumelle 3Y PP NO NON-IO EMC
Highland 3Y PP NO NON-IO EMC
BALTIMORE 3Y PP NO NON-IO EMC
Falls Church NO PP NO NON-IO EMC
Canton NO PP NO NON-IO EMC
Plano NO PP NO NON-IO EMC
Spring NO PP NO NON-IO EMC
Minneapolis NO PP NO NON-IO EMC
Minneapolis NO PP NO NON-IO EMC
Saint Paul 3Y PP NO NON-IO EMC
Miami NO PP NO NON-IO EMC
DENTON NO PP NO NON-IO EMC
GAINESVILLE NO PP NO NON-IO EMC
HUNTSVILLE 3Y PP NO NON-IO EMC
DENTON NO PP NO NON-IO EMC
DALLAS NO PP NO NON-IO EMC
Maywood NO PP NO NON-IO EMC
Tyler NO PP NO NON-IO EMC
Jefferson 3Y PP NO NON-IO EMC
JACKSONVILLE NO PP NO NON-IO EMC
Phoenixville NO PP NO NON-IO EMC
TYLER NO PP NO NON-IO EMC
HOUSTON 6M PP NO NON-IO EMC
Royal Oak NO PP NO NON-IO EMC
Hightstown NO PP NO NON-IO EMC
Belton 3Y PP NO NON-IO EMC
Ellicott City NO PP NO NON-IO EMC
Paterson NO PP NO NON-IO EMC
MANASSAS NO PP NO NON-IO EMC
Springfield NO PP NO NON-IO EMC
INDIANAPOLIS NO PP NO NON-IO EMC
INDIANAPOLIS NO PP NO NON-IO EMC
LOUISVILLE NO PP NO NON-IO EMC
CONVERSE NO PP NO NON-IO EMC
Austin NO PP NO NON-IO EMC
CHARLOTTE NO PP NO NON-IO EMC
CHANNELVIEW NO PP NO NON-IO EMC
HOUSTON NO PP NO NON-IO EMC
AUSTIN NO PP NO NON-IO EMC
Aurora NO PP NO NON-IO EMC
Saint Louis NO PP YES 5 YEARS EMC
KATY 3Y PP NO NON-IO EMC
MOUNT CARMEL 3Y PP NO NON-IO EMC
LAKE JACKSON 3Y PP NO NON-IO EMC
Cambridge NO PP NO NON-IO EMC
FORTH WORTH 3Y PP YES 10 YEARS EMC
Houston 3Y PP NO NON-IO EMC
AUSTIN 3Y PP NO NON-IO EMC
Lubbock 3Y PP NO NON-IO EMC
DALLAS 3Y PP NO NON-IO EMC
LOS ANGELES NO PP YES 10 YEARS EMC
HOUSTON 3Y PP NO NON-IO EMC
FORT WORTH NO PP NO NON-IO EMC
Longport NO PP NO NON-IO EMC
Providence NO PP NO NON-IO EMC
Edgewater NO PP YES 10 YEARS EMC
DELMAR 3Y PP NO NON-IO EMC
Memphis NO PP NO NON-IO EMC
ELIZABETHTON NO PP NO NON-IO EMC
PITTSBURGH NO PP NO NON-IO EMC
Carlisle 3Y PP NO NON-IO EMC
LANSING NO PP NO NON-IO EMC
LANSING NO PP NO NON-IO EMC
MCKNIGHTSTOWN NO PP NO NON-IO EMC
ABBOTTSTOWN 1Y PP NO NON-IO EMC
LOCKPORT NO PP NO NON-IO EMC
New Hope 1Y PP NO NON-IO EMC
GETTYSBURG 1Y PP NO NON-IO EMC
SALISBURY NO PP NO NON-IO EMC
KNOXVILLE 3Y PP NO NON-IO EMC
KISSIMMEE NO PP NO NON-IO EMC
Lothian NO PP YES 10 YEARS EMC
Philadelphia NO PP NO NON-IO EMC
Philadelphia NO PP NO NON-IO EMC
Temple Hills NO PP NO NON-IO EMC
Sevierville NO PP NO NON-IO EMC
Curtis Bay NO PP YES 10 YEARS EMC
Nashua NO PP NO NON-IO EMC
Brookline NO PP NO NON-IO EMC
Bronx 3Y PP NO NON-IO EMC
Naples 3Y PP NO NON-IO EMC
Saint Francis NO PP NO NON-IO EMC
Coon Rapids NO PP NO NON-IO EMC
Columbia Heights 3Y PP YES 10 YEARS EMC
Louisville NO PP NO NON-IO EMC
Katy 3Y PP NO NON-IO EMC
Oneonta NO PP NO NON-IO EMC
PEARLAND 3Y PP NO NON-IO EMC
De Soto NO PP NO NON-IO EMC
Houston NO PP NO NON-IO EMC
Cleveland NO PP NO NON-IO EMC
SAN BERNARDINO NO PP YES 10 YEARS EMC
SAN BERNARDINO NO PP YES 10 YEARS EMC
Dallas NO PP NO NON-IO EMC
San Antonio NO PP NO NON-IO EMC
Laguna Vista NO PP NO NON-IO EMC
Mansfield NO PP NO NON-IO EMC
Mesquite NO PP NO NON-IO EMC
Lake Jackson NO PP NO NON-IO EMC
Houston NO PP NO NON-IO EMC
Corpus Christi NO PP NO NON-IO EMC
FENWICK ISLAND 3Y PP NO NON-IO EMC
LAFAYETTE 3Y PP NO NON-IO EMC
MALIBU 1Y PP YES 10 YEARS EMC
IRVINE NO PP NO NON-IO EMC
TYLER NO PP NO NON-IO EMC
MONTGOMERY 3Y PP NO NON-IO EMC
GARLAND NO PP NO NON-IO EMC
Garland NO PP NO NON-IO EMC
FARMERSVILLE NO PP NO NON-IO EMC
GILBERT NO PP NO NON-IO EMC
San Francisco NO PP NO NON-IO EMC
FORT MEYERS NO PP YES 10 YEARS EMC
Lorton NO PP NO NON-IO EMC
UNIONVILLE NO PP NO NON-IO EMC
Dover NO PP NO NON-IO EMC
Aldan NO PP NO NON-IO EMC
Newtown NO PP NO NON-IO EMC
Pennsauken NO PP NO NON-IO EMC
YUCCA VALLEY 3Y PP YES 10 YEARS EMC
TAVARES NO PP NO NON-IO EMC
ABERDEEN NO PP NO NON-IO EMC
WALDEN NO PP YES 10 YEARS EMC
FALL RIVER NO PP NO NON-IO EMC
BONITA SPRINGS NO PP NO NON-IO EMC
ISSAQUAH 2Y PP YES 10 YEARS EMC
MISSOURI CITY 5Y PP NO NON-IO EMC
IDAHO FALLS 2Y PP NO NON-IO EMC
MEDINA 5Y PP NO NON-IO EMC
SNOHOMISH 5Y PP YES 10 YEARS EMC
SEATTLE 2Y PP YES 10 YEARS EMC
THOMASTON 2Y PP NO NON-IO EMC
MOORESVILLE 2Y PP YES 10 YEARS EMC
THOMASTON 2Y PP NO NON-IO EMC
SAN ANTONIO 3Y PP YES 10 YEARS EMC
RENO 5Y PP YES 10 YEARS EMC
NORTH AURORA NO PP NO NON-IO EMC
SPOKANE NO PP NO NON-IO EMC
DICKINSON NO PP NO NON-IO EMC
SYRACUSE NO PP NO NON-IO EMC
MOUNT SINAI NO PP NO NON-IO EMC
SPRINGFIELD NO PP YES 10 YEARS EMC
SPRINGFIELD NO PP YES 10 YEARS EMC
SYRACUSE NO PP NO NON-IO EMC
CATHEDRAL CITY 2Y PP YES 10 YEARS EMC
RIVERDALE NO PP NO NON-IO EMC
PHILADELPHIA NO PP NO NON-IO EMC
ATLANTA NO PP NO NON-IO EMC
MIAMI NO PP YES 5 YEARS EMC
HIDDEN VALLEY NO PP NO NON-IO EMC
BALTIMORE 5Y PP YES 10 YEARS EMC
BRONX NO PP NO NON-IO EMC
BROOKLYN NO PP NO NON-IO EMC
WOOD DALE 3Y PP YES 10 YEARS EMC
CORAL SPRINGS NO PP YES 5 YEARS EMC
COVINGTON NO PP NO NON-IO EMC
JAMAICA NO PP NO NON-IO EMC
DALLAS NO PP NO NON-IO EMC
GERMANTOWN 2Y PP YES 10 YEARS EMC
HALETHORPE NO PP NO NON-IO EMC
OSPREY NO PP YES 10 YEARS EMC
LAS VEGAS 5Y PP YES 5 YEARS EMC
PACOLET NO PP NO NON-IO EMC
FRANKLINTON NO PP NO NON-IO EMC
FOUNTAIN HILLS 5Y PP YES 10 YEARS EMC
PIKESVILLE 3Y PP YES 10 YEARS EMC
NORTHAMPTON NO PP NO NON-IO EMC
MENIFEE 5Y PP YES 10 YEARS EMC
SPOKANE VALLEY 5Y PP YES 10 YEARS EMC
YOUNGSTOWN 3Y PP YES 10 YEARS EMC
NORTHBROOK 5Y PP YES 10 YEARS EMC
WALDORF 2Y PP YES 10 YEARS EMC
SEFFNER NO PP NO NON-IO EMC
MANDEVILLE 3Y PP NO NON-IO EMC
CARLSBAD NO PP YES 10 YEARS EMC
LAUDERDALE LAKES NO PP NO NON-IO EMC
GULFPORT NO PP NO NON-IO EMC
MIAMI NO PP YES 5 YEARS EMC
LAUDERDALE LAKES NO PP NO NON-IO EMC
TAMPA NO PP NO NON-IO EMC
COLUMBIA FALLS NO PP NO NON-IO EMC
FULTON NO PP YES 10 YEARS EMC
LAUDERDALE LAKES NO PP NO NON-IO EMC
MENTOR 5Y PP YES 10 YEARS EMC
BRANDON 3Y PP NO NON-IO EMC
ALVA 3Y PP YES 10 YEARS EMC
WILTON 3Y PP NO NON-IO EMC
GRANTS PASS NO PP NO NON-IO EMC
LOUISVILLE NO PP NO NON-IO EMC
CHELSEA 3Y PP YES 10 YEARS EMC
MCHENRY NO PP NO NON-IO EMC
CALIMESA 5Y PP YES 10 YEARS EMC
HAMMOND 3Y PP NO NON-IO EMC
CHOCTAW NO PP NO NON-IO EMC
LODI 5Y PP YES 10 YEARS EMC
LAS VEGAS 3Y PP YES 10 YEARS EMC
MIAMI 5Y PP YES 10 YEARS EMC
UNIVERSITY PLACE 3Y PP YES 10 YEARS EMC
BEAVERCREEK 2Y PP NO NON-IO EMC
KINGSTON 5Y PP YES 10 YEARS EMC
SAN JUAN CAPISTRANO 2Y PP NO NON-IO EMC
CHICAGO NO PP NO NON-IO EMC
BOYNE CITY NO PP NO NON-IO EMC
PAWLEYS ISLAND NO PP YES 10 YEARS EMC
GRETNA NO PP NO NON-IO EMC
GRETNA NO PP NO NON-IO EMC
HIALEAH 5Y PP YES 10 YEARS EMC
RIVERDALE NO PP NO NON-IO EMC
CAPTIVA NO PP NO NON-IO EMC
TOLEDO NO PP NO NON-IO EMC
TAMPA 5Y PP YES 10 YEARS EMC
MARKHAM NO PP NO NON-IO EMC
MAGNOLIA NO PP NO NON-IO EMC
WASHINGTON NO PP NO NON-IO EMC
BREMERTON 2Y PP YES 10 YEARS EMC
MONTGOMERY NO PP NO NON-IO EMC
MIAMI NO PP NO NON-IO EMC
HEMET 2Y PP YES 10 YEARS EMC
CHARDON 5Y PP YES 10 YEARS EMC
THOMASTON 2Y PP NO NON-IO EMC
LOUISVILLE NO PP NO NON-IO EMC
NORTH LAS VEGAS 5Y PP YES 10 YEARS EMC
BOSTON NO PP YES 10 YEARS EMC
FRIENDSWOOD 3Y PP NO NON-IO EMC
LAKE WALES 3Y PP YES 10 YEARS EMC
HUTTO NO PP YES 10 YEARS EMC
CHICAGO NO PP NO NON-IO EMC
MANDEVILLE NO PP NO NON-IO EMC
FLORENCE NO PP NO NON-IO EMC
SAN BERNARDINO 5Y PP YES 10 YEARS EMC
ASHEVILLE NO PP NO NON-IO EMC
COACHELLA 3Y PP YES 10 YEARS EMC
FLORENCE NO PP NO NON-IO EMC
FLATWOODS NO PP NO NON-IO EMC
SEATTLE 3Y PP YES 10 YEARS EMC
SAN RAMON 2Y PP YES 10 YEARS EMC
BOSTON NO PP YES 10 YEARS EMC
PITTSBURG NO PP NO NON-IO EMC
COLUMBUS 5Y PP YES 10 YEARS EMC
HATTIESBURG NO PP NO NON-IO EMC
PHOENIX 2Y PP NO NON-IO EMC
GREER NO PP YES 10 YEARS EMC
SPRINGFIELD NO PP NO NON-IO EMC
PITTSBURG 3Y PP YES 10 YEARS EMC
RANDALLSTOWN 3Y PP YES 10 YEARS EMC
MISSION NO PP NO NON-IO EMC
POLLOCK PINES NO PP YES 10 YEARS EMC
FORT MOHAVE 3Y PP YES 10 YEARS EMC
WELCH 3Y PP YES 10 YEARS EMC
CARBONDALE 5Y PP YES 10 YEARS EMC
FORT MOHAVE 3Y PP YES 10 YEARS EMC
GREER NO PP YES 10 YEARS EMC
SAN BERNARDINO 5Y PP YES 10 YEARS EMC
SARASOTA NO PP NO NON-IO EMC
HOPEWELL JUNCTION NO PP NO NON-IO EMC
CHARLOTTE 3Y PP YES 10 YEARS EMC
SARASOTA NO PP NO NON-IO EMC
KENSINGTON 3Y PP YES 10 YEARS EMC
BEAVERTON 1Y PP YES 10 YEARS EMC
PUTNAM 2Y PP NO NON-IO EMC
ORLANDO NO PP NO NON-IO EMC
SARASOTA NO PP NO NON-IO EMC
EVERETT 5Y PP YES 10 YEARS EMC
DECATUR 5Y PP YES 10 YEARS EMC
GREENSBORO NO PP NO NON-IO EMC
CHICAGO 5Y PP YES 10 YEARS EMC
JACKSONVILLE 3Y PP NO NON-IO EMC
MANDEVILLE NO PP NO NON-IO EMC
PAINESVILLE NO PP NO NON-IO EMC
JACKSONVILLE 3Y PP YES 10 YEARS EMC
JONESBORO 2Y PP YES 10 YEARS EMC
WOODLAKE 5Y PP YES 10 YEARS EMC
COVINGTON NO PP NO NON-IO EMC
STREETSBORO 5Y PP YES 10 YEARS EMC
ERIE 3Y PP YES 10 YEARS EMC
FLORENCE NO PP NO NON-IO EMC
SPRING 5Y PP YES 10 YEARS EMC
OAKDALE NO PP NO NON-IO EMC
MOUNT JULIET 3Y PP YES 10 YEARS EMC
PEORIA 3Y PP YES 10 YEARS EMC
FLORENCE NO PP NO NON-IO EMC
RALEIGH NO PP NO NON-IO EMC
SPRINGFIELD NO PP NO NON-IO EMC
FOUNTAIN INN NO PP NO NON-IO EMC
MIAMI 5Y PP YES 10 YEARS EMC
PROVO 2Y PP YES 10 YEARS EMC
FLORENCE NO PP NO NON-IO EMC
DAVENPORT 3Y PP YES 10 YEARS EMC
BAKERSFIELD 5Y PP YES 10 YEARS EMC
WASHINGTON 3Y PP YES 10 YEARS EMC
FLORENCE NO PP NO NON-IO EMC
CHESTER NO PP NO NON-IO EMC
BREAUX BRIDGE NO PP NO NON-IO EMC
IRVINGTON NO PP NO NON-IO EMC
FLORISSANT NO PP NO NON-IO EMC
KILL DEVIL HILLS NO PP NO NON-IO EMC
SUNRISE BEACH NO PP NO NON-IO EMC
FLORENCE NO PP NO NON-IO EMC
WHITE HALL NO PP YES 10 YEARS EMC
BATON ROUGE NO PP NO NON-IO EMC
OLD HICKORY 5Y PP YES 10 YEARS EMC
JOPLIN NO PP NO NON-IO EMC
SANDY NO PP NO NON-IO EMC
PORT SAINT LUCIE 3Y PP YES 10 YEARS EMC
KANSAS CITY NO PP NO NON-IO EMC
SACRAMENTO 5Y PP YES 10 YEARS EMC
WARREN NO PP NO NON-IO EMC
KENT 2Y PP YES 10 YEARS EMC
GREENVILLE NO PP NO NON-IO EMC
HOMEWOOD 3Y PP YES 10 YEARS EMC
MESA 3Y PP YES 10 YEARS EMC
HUNTINGTON BEACH 2Y PP NO NON-IO EMC
FREDERICK NO PP NO NON-IO EMC
SOUTH LAKE TAHOE 3Y PP YES 10 YEARS EMC
CORAL SPRINGS 5Y PP YES 10 YEARS EMC
CTY OF CMMRCE 5Y PP YES 10 YEARS EMC
SAN DIEGO 3Y PP YES 10 YEARS EMC
HAMPTON 2Y PP YES 10 YEARS EMC
MIAMI NO PP NO NON-IO EMC
SCHENECTADY NO PP NO NON-IO EMC
LOS ANGELES 3Y PP YES 10 YEARS EMC
LAFAYETTE 3Y PP NO NON-IO EMC
ELK GROVE 2Y PP YES 10 YEARS EMC
NEWPORT NEWS 5Y PP NO NON-IO EMC
CLEARWATER NO PP NO NON-IO EMC
PORTSMOUTH 5Y PP NO NON-IO EMC
AVON 3Y PP YES 10 YEARS EMC
HOLLYWOOD 2Y PP YES 10 YEARS EMC
WEST LEBANON NO PP YES 10 YEARS EMC
TOLEDO NO PP NO NON-IO EMC
GAUTIER NO PP NO NON-IO EMC
MIAMI 5Y PP YES 10 YEARS EMC
CANTON 5Y PP YES 10 YEARS EMC
BUSHKILL NO PP NO NON-IO EMC
MANDEVILLE NO PP NO NON-IO EMC
RICHARDSON 2Y PP YES 10 YEARS EMC
ACTON NO PP NO NON-IO EMC
AUBURN NO PP NO NON-IO EMC
MOUNT JULIET 5Y PP YES 10 YEARS EMC
ROCKVILLE 3Y PP YES 10 YEARS EMC
AURORA NO PP NO NON-IO EMC
SALT LAKE CITY 5Y PP YES 10 YEARS EMC
Clarkston NO PP NO NON-IO EMC
Ferndale NO PP NO NON-IO EMC
EXHIBIT C
FORM OF TRANSFER AFFIDAVIT
Affidavit pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended, and for other purposes
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[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he/she is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings institution] [corporation] duly organized and existing under the laws of [the State of _____] [the United States], on behalf of which he makes this affidavit.
2. That (i) the Investor is not a “disqualified organization” as defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and will not be a disqualified organization as of [Closing Date] [date of purchase]; (ii) it is not acquiring the Bear Stearns Asset-Backed Securities I LLC Asset-Backed Certificates, Series 2006-AC2, Class R-__ Certificates (the “Residual Certificates”) for the account of a disqualified organization; (iii) it consents to any amendment of the Pooling and Servicing Agreement that shall be deemed necessary by Bear Stearns Asset Backed Securities I LLC (upon advice of counsel) to constitute a reasonable arrangement to ensure that the Residual Certificates will not be owned directly or indirectly by a disqualified organization; and (iv) it will not transfer such Residual Certificates unless (a) it has received from the transferee an affidavit in substantially the same form as this affidavit containing these same four representations and (b) as of the time of the transfer, it does not have actual knowledge that such affidavit is false.
3. That the Investor is one of the following: (i) a citizen or resident of the United States, (ii) a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations), provided that no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are United States Persons, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust other than a (foreign trust,( as defined in Section 7701 (a)(31) of the Code.
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That the Investor=s taxpayer identification number is ______________________. |
5. That no purpose of the acquisition of the Residual Certificates is to avoid or impede the assessment or collection of tax.
6. That the Investor understands that, as the holder of the Residual Certificates, the Investor may incur tax liabilities in excess of any cash flows generated by such Residual Certificates.
7. That the Investor intends to pay taxes associated with holding the Residual Certificates as they become due.
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [Title of Officer] this ____ day of _________, 20__.
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Address of Investor for receipt of tax information: | |||||||
Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Investor, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of the Investor.
Subscribed and sworn before me this ___ day of _________, 20___.
NOTARY PUBLIC
COUNTY OF
STATE OF
My commission expires the ___ day of ___________________, 20___.
EXHIBIT D
FORM OF TRANSFEROR CERTIFICATE
______________,200___
Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Attention: Bear Stearns Asset Backed Securities I Trust 2006-AC2
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Re: |
Bear Stearns Asset Backed Securities I LLC |
Asset-Backed Certificates, Series 2006-AC2, Class__
Ladies and Gentlemen:
In connection with the sale by ___________ (the “Seller”) to ________ (the “Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-AC2, Class _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2006, among Bear Stearns Asset-Backed Securities I LLC, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as master servicer and securities administrator and U.S. Bank National Association, as trustee (the “Trustee”). The Seller hereby certifies, represents and warrants to, a covenants with, the Depositor, the Certificate Registrar and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the “Act”), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise
transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.
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EXHIBIT E
FORM OF INVESTMENT LETTER
[Date]
[SELLER]
Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
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Re: |
Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the “Certificates”), including the Class I-B-4, Class II-B-4, Class II-B-5, Class II-B-6 Certificates (the “Privately Offered Certificates”) |
Dear Ladies and Gentlemen:
In connection with our purchase of Privately Offered Certificates, we confirm that:
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we understand that the Privately Offered Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”) or any applicable state securities or “Blue Sky” laws, and are being sold to us in a transaction that is exempt from the registration requirements of such laws; |
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(ii) |
any information we desired concerning the Certificates, including the Privately Offered Certificates, the trust in which the Certificates represent the entire beneficial ownership interest (the “Trust”) or any other matter we deemed relevant to our decision to purchase Privately Offered Certificates has been made available to us; |
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we are able to bear the economic risk of investment in Privately Offered Certificates; we are an institutional “accredited investor” as defined in Section 501(a) of Regulation D promulgated under the Act and a sophisticated institutional investor; |
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we are acquiring Privately Offered Certificates for our own account, not as nominee for any other person, and not with a present view to any distribution or other disposition of the Privately Offered Certificates; |
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we agree the Privately Offered Certificates must be held indefinitely by us (and may not be sold, pledged, hypothecated or in any way disposed of) unless subsequently registered under the Act and any applicable state securities or “Blue Sky” laws or an exemption from the registration requirements of the Act and any applicable state securities or “Blue Sky” laws is available; |
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we agree that in the event that at some future time we wish to dispose of or exchange any of the Privately Offered Certificates (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Privately Offered Certificates unless: |
(A) (1) the sale is to an Eligible Purchaser (as defined below), (2) if required by the Pooling and Servicing Agreement (as defined below) a letter to substantially the same effect as either this letter or, if the Eligible Purchaser is a Qualified Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A and Related Matters Certificate in the form attached to the Pooling and Servicing Agreement (as defined below) (or such other documentation as may be acceptable to the Trustee) is executed promptly by the purchaser and delivered to the addressees hereof and (3) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; and
(B) if the Privately Offered Certificate is not registered under the Act (as to which we acknowledge you have no obligation), the Privately Offered Certificate is sold in a transaction that does not require registration under the Act and any applicable state securities or “blue sky” laws and, if U.S. Bank National Association (the “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to such effect, which Opinion of Counsel shall be an expense of the transferor or the transferee;
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we agree to be bound by all of the terms (including those relating to restrictions on transfer) of the Pooling and Servicing, pursuant to which the Trust was formed; we have reviewed carefully and understand the terms of the Pooling and Servicing Agreement; |
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we either: (i) are not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the case of the Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, are providing a representation to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not |
result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60, or PTE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee or (iii) in the case of the Privately Offered Securities have attached hereto the opinion specified in Section 7.02(b) of the Agreement.
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(ix) |
We understand that each of the Privately Offered Certificates bears, and will continue to bear, a legend to substantiate the following effect: (THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. [In the case of the Class II-B-4, Class II-B-5 and Class II-B-6 Certificates: THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER |
RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ((PTE() 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION PROVIDED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.(] [In the case of the Class P Certificates: THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH AN OPINION OF COUNSEL ADDRESSED TO THE TRUSTEE, DEPOSITOR, MASTER SERVICER AND SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE CERTIFICATE REGISTRAR THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE.]
“Eligible Purchaser” means a corporation, partnership or other entity which we have reasonable grounds to believe and do believe (i) can make representations with respect to itself to substantially the same effect as the representations set forth herein, and (ii) is either a Qualified Institutional Buyer as defined under Rule 144A of the Act or an institutional (Accredited Investor( as defined under Rule 501 of the Act.
Terms not otherwise defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement, dated as of February 1, 2005, between Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller and company, Wells Fargo
Bank, National Association, as master servicer and securities administrator and U.S. Bank National Association, as Trustee (the “Pooling and Servicing Agreement”).
If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter.
Name of Nominee (if any): ________________
IN WITNESS WHEREOF, this document has been executed by the undersigned who is duly authorized to do so on behalf of the undersigned Eligible Purchaser on the ___ day of ________, 20___.
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Very truly yours, | ||||||||
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Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Purchaser identified above, for whom the undersigned is acting as nominee.
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Attorney-in-fact] | |||||||
EXHIBIT F
FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER]
Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
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Re: |
Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the “Certificates”), including the Class I-B-4, Class II-B-4, Class II-B-5, Class II-B-6, Class I-P, Class I-C and Class II-P Certificates (the “Privately Offered Certificates”) |
Dear Ladies and Gentlemen:
In connection with our purchase of Privately Offered Certificates, the undersigned certifies to each of the parties to whom this letter is addressed that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Act”)) as follows:
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It owned and/or invested on a discretionary basis eligible securities (excluding affiliate(s securities, bank deposit notes and CD(s, loan participations, repurchase agreements, securities owned but subject to a repurchase agreement and swaps), as described below: |
Date: ______________, 20__ (must be on or after the close of its most recent fiscal year)
Amount: $ _____________________; and
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The dollar amount set forth above is: |
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greater than $100 million and the undersigned is one of the following entities: |
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an insurance company as defined in Section 2(13) of the Act[1]; or |
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A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940, which are neither registered nor required to be registered thereunder, shall be deemed to be a purchase for the account of such insurance company. |
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[_] an investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or |
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[_] a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or |
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[_] a plan (i) established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, the laws of which permit the purchase of securities of this type, for the benefit of its employees and (ii) the governing investment guidelines of which permit the purchase of securities of this type; or |
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[_] a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or |
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[_] a corporation (other than a U.S. bank, savings and loan association or equivalent foreign institution), partnership, Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code; or |
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[_] a U.S. bank, savings and loan association or equivalent foreign institution, which has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements; or |
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[_] an investment adviser registered under the Investment Advisers Act; or |
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b. |
[_] greater than $10 million, and the undersigned is a broker-dealer registered with the SEC; or |
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[_] less than $ 10 million, and the undersigned is a broker-dealer registered with the SEC and will only purchase Rule 144A securities in transactions in which it acts as a riskless principal (as defined in Rule 144A); or |
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[_] less than $100 million, and the undersigned is an investment company registered under the Investment Company Act of 1940, which, together with one or more registered investment companies having the same or an affiliated investment adviser, owns at least $100 million of eligible securities; or |
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e. |
[_] less than $100 million, and the undersigned is an entity, all the equity owners of which are qualified institutional buyers. |
The undersigned further certifies that it is purchasing a Privately Offered Certificate for its own account or for the account of others that independently qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional “accredited investor,” as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering.
The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional “accredited investor,” the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of February 1, 2006, among Bear Stearns Asset Backed Securities I LLC, Wells Fargo Bank, National Association, EMC Mortgage Corporation and U.S. Bank National Association, as Trustee, pursuant to which the Certificates were issued.
The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the case of the Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, is providing a representation to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ((PTE() 84-14, PTE 91-38, PTE 90-1, PTE 95-60, PTE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee or (iii) in the case of the Privately Offered Certificates, has attached hereto the opinion specified in Section 7.08(a) of the Agreement.
If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter.
Name of Nominee (if any):
IN WITNESS WHEREOF, this document has been executed by the undersigned who is duly authorized to do so on behalf of the undersigned Eligible Purchaser on the ____ day of ___________, 20___.
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Very truly yours, | ||||||||
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[PURCHASER] |
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Attorney-in-fact] | |||||||
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Purchaser identified above, for whom the undersigned is acting as nominee.
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[NAME OF NOMINEE] |
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EXHIBIT G
FORM OF REQUEST FOR RELEASE
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To: |
Wells Fargo Bank, National Association |
Sixth Street and Marquette Avenue
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Re: |
Pooling and Servicing Agreement, dated as of February 1, 2006, between Bear Stearns Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as master servicer and securities administrator and U.S. Bank National Association, as Trustee |
In connection with the administration of the Mortgage Loans held by you pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
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Mortgage Paid in Full and proceeds have been deposited into the Custodial Account |
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Foreclosure |
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Other Liquidation |
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Nonliquidation |
Reason:________________________ | |
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California Mortgage Loan paid in full |
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EXHIBIT H
DTC Letter of Representations
[provided upon request]
EXHIBIT I
Schedule of Mortgage Loans with Lost Notes
[provided upon request]
EXHIBIT J
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the “Agreement”), dated as of February, 2006, by and among U.S. BANK NATIONAL ASSOCIATION, as trustee under the Pooling and Servicing Agreement defined below (including its successors under the Pooling and Servicing Agreement defined below, the “Trustee”), BEAR STEARNS ASSET BACKED SECURITIES I LLC, as depositor (together with any successor in interest, the “Depositor”), EMC MORTGAGE CORPORATION, as sponsor (the “Sponsor”) and company (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Master Servicer”), securities administrator and custodian (together with any successor in interest or any successor appointed hereunder, the “Custodian”).
WITNESSETH THAT:
WHEREAS, the Depositor, the Sponsor, the Master Servicer and the Trustee have entered into a Pooling and Servicing Agreement, dated as of February 1, 2006, relating to the issuance of Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (as in effect on the date of this Agreement, the “Original Pooling and Servicing Agreement,” and as amended and supplemented from time to time, the “Pooling and Servicing Agreement”); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Depositor, the Sponsor or the Master Servicer under the Pooling and Servicing Agreement and the Servicers under their respective Servicing Agreements, all upon the terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Trustee, the Depositor, the Sponsor, the Master Servicer and the Custodian hereby agree as follows:
SECTION 1.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the context herein.
SECTION 2.
CUSTODY OF MORTGAGE DOCUMENTS
(a) Custodian to Act as Agent: Acceptance of Mortgage Files. The Custodian, as the duly appointed custodial agent of the Trustee for these purposes, acknowledges (subject to any exceptions noted in the Initial Certification referred to in Section 2.3(a)) receipt of the Mortgage Files relating to the Mortgage Loans identified on the schedule attached hereto (the “Mortgage Files”) and declares that it holds and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders and the Certificate Insurers.
(b) Recordation of Assignments. If any Mortgage File includes one or more assignments of Mortgage that have not been recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement and the related Mortgage Loan is not a MOM Loan or the related Mortgaged Properties are located in jurisdictions specifically excluded by the Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement, each such assignment shall be delivered by the Custodian to the Sponsor for the purpose of recording it in the appropriate public office for real property records, and the Sponsor, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment of Mortgage and, upon receipt thereof from such public office, shall return each such assignment of Mortgage to the Custodian.
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Review of Mortgage Files. |
(i) On or prior to the Closing Date, in accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian shall deliver to the Sponsor, the Trustee and the Certificate Insurers an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt (subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans listed on the Schedule attached hereto (the “Mortgage Loan Schedule”).
(ii) Within 90 days of the Closing Date, the Custodian agrees, for the benefit of Certificateholders and the Certificate Insurers, to review, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, each such document, and shall deliver to the Sponsor, the Trustee and the Certificate Insurers an Interim Certification in the form annexed hereto as Exhibit Two to the effect that all such documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
(iii) Not later than 180 days after the Closing Date, the Custodian shall review the Mortgage Files as provided in Section 2.02 of the Pooling and Servicing Agreement and deliver to the Sponsor, the Trustee and the Certificate Insurers a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage Files.
(iv) In reviewing the Mortgage Files as provided herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and shall not be responsible to verify (i) the validity, legality, enforceability, due authorization, recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii) the collectability, insurability, effectiveness or suitability of any of the documents in any Mortgage File.
Upon receipt of written request from the Trustee, the Custodian shall as soon as practicable supply the Trustee with a list of all of the documents relating to the Mortgage Loans missing from the Mortgage Files.
(d) Notification of Breaches of Representations and Warranties. Upon discovery by the Custodian of a breach of any representation or warranty made by the Depositor as set forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written notice to the Depositor, the related Servicer, the Trustee and the Certificate Insurers.
(e) Custodian to Cooperate: Release of Mortgage Files. Upon receipt of written notice from the Trustee that the Sponsor has repurchased a Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and a request for release (a “Request for Release”) confirming that the purchase price therefore has been deposited in the Master Servicer Collection Account or the Distribution Account, then the Custodian agrees to promptly release to the Sponsor the related Mortgage File.
Upon the Custodian’s receipt of a Request for Release substantially in the form of Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer of a Servicer, stating that it has received payment in full of a Mortgage Loan or that payment in full will be escrowed in a manner customary for such purposes, the Custodian agrees promptly to release to the Servicer, the related Mortgage File. The Depositor shall deliver to the Custodian and the Custodian agrees to review in accordance with the provisions of their Agreement the Mortgage Note and other documents constituting the Mortgage File with respect to any Replacement Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy or LPMI Policy, the Company or the related Servicer, as applicable, shall deliver to the Custodian a Request for Release signed by a Servicing Officer requesting that possession of all of the Mortgage File be released to the Company or the related Servicer, as applicable, and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any of the Insurance Policies. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File to the Company or the related Servicer, as applicable. The Company or the related Servicer, as applicable, shall cause each Mortgage File or any document therein so released to be returned to the Custodian when the need therefore by the Company or the related Servicer, as applicable, no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Master Servicer Collection Account or the Distribution Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Company or the related Servicer, as applicable, has delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery.
At any time that the Company or the related Servicer is required to deliver to the Custodian a Request for Release, the Company or the related Servicer, as applicable, shall deliver two copies of the Request for Release if delivered in hard copy or the Company or the related Servicer, as applicable, may furnish such Request for Release electronically to the Custodian, in which event the Servicing Officer transmitting the same shall be deemed to have signed the Request for Release. In connection with any Request for Release of a Mortgage File because of a repurchase of a Mortgage Loan, such Request for Release shall be accompanied by an assignment of mortgage, without recourse, representation or warranty from the Trustee to the Sponsor (unless such Mortgage Loan is a MOM Loan) and the related Mortgage Note shall be endorsed without recourse, representation or warranty by the Trustee (unless such Mortgage Loans is registered on the MERS System) and be returned to the Sponsor. In connection with any Request for Release of a Mortgage File because of the payment in full of a Mortgage Loan, such Request for Release shall be accompanied by a certificate of satisfaction or other similar instrument to be executed by or on behalf of the Trustee and returned to the Company or the related Servicer, as applicable.
(f) Assumption Agreements. In the event that any assumption agreement, substitution of liability agreement or sale of servicing agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer, to the extent provided in the Pooling and Servicing Agreement or the related Servicing Agreement, shall cause the Company or the related Servicer, as applicable, to notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting parts thereof.
SECTION 3.
CONCERNING THE CUSTODIAN
(a) Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the Custodian, the Custodian is exclusively the bailee and custodial agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person other than the Trustee, the Certificateholders and the Certificate Insurers and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and in the Pooling and Servicing Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Company, the Depositor, any Servicer or the Master Servicer or otherwise released from the possession of the Custodian.
(b) Custodian May Own Certificates. The Custodian in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian.
(c) Master Servicer to Pay Custodian’s Fees and Expenses. The Master Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith or to the extent that such cost or expense is indemnified by the Depositor pursuant to the Pooling and Servicing Agreement.
(d) Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of the Mortgage Loans. Upon receiving such written notice of resignation, the Trustee shall either take custody of the Mortgage Files itself and give prompt written notice thereof to the Depositor, the Master Servicer, the Certificate Insurers and the Custodian, or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such written notice of resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time upon 60 days prior written notice to Custodian. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority shall be able to satisfy the other requirements contained in Section 3.6 and shall be unaffiliated with the Servicers, the Company and the Depositor.
Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.4 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall give prompt notice to the Depositor, the Master Servicer and Certificate Insurers of the appointment of any successor Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of the Depositor and the Master Servicer and with the prior written consent of the Certificate Insurers (which consent shall not be unreasonably withheld).
(e) Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
(f) Representations of the Custodian. The Custodian hereby represents that it is a depository institution subject to supervision or examination by a federal or state authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any Mortgage File.
SECTION 4.
COMPLIANCE WITH REGULATION AB
(a) Intent of the parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of this Article IV is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. Each of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Custodian shall cooperate reasonably with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB.
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Additional Representations and Warranties of the Custodian. |
(i) The Custodian hereby represents and warrants that the information set forth in the Prospectus Supplement under the caption "Description of the Certificates – The Custodian" (the "Custodian Disclosure") does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(ii) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Depositor under Section 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Agreement or any other Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB) relating to the Securitization Transaction contemplated by the
Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a "Transaction Party").
(iii) If so requested by the Depositor on any date following the Closing Date, the Custodian shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such confirmation, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from the Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a reasonable basis for a determination that any of the representations and warranties may not be accurate.
(c) Additional Information to Be Provided by the Custodian. For so long as the Certificates are outstanding, for the purpose of satisfying the Depositor 's reporting obligation under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the Depositor in writing of any material litigation or governmental proceedings pending against the Custodian that would be material to Certificateholders, and (b) provide to the Depositor a written description of such proceedings. Any notices and descriptions required under this Section 4.3 shall be given no later than five Business Days prior to the Determination Date following the month in which the Custodian has knowledge of the occurrence of the relevant event. As of the date the Depositor or Master Servicer files each Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian will be deemed to represent that any information previously provided under this Section 4.3, if any, is materially correct and does not have any material omissions unless the Custodian has provided an update to such information.
(d) Report on Assessment of Compliance and Attestation. On or before March 15 of each calendar year, the Custodian shall:
(i) deliver to the Depositor a report (in form and substance reasonably satisfactory to the Depositor) regarding the Custodian’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Depositor and signed by an authorized officer of the Custodian, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit Five hereto; and
(ii) deliver to the Depositor a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Custodian and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
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(e) |
Indemnification; Remedies. |
(i) The Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC and each broker dealer acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who controls any of such parties (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Custodian (collectively, the “Custodian Information”), or (B) the omission or alleged omission to state in the Custodian Information a material fact required to be stated in the Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV.
(ii) In the case of any failure of performance described in clause (ii) of Section 4.5(a), the Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian.
SECTION 5.
MISCELLANEOUS PROVISIONS
(a) Notices. All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received.
(b) Certificate Insurers’ Rights. The Certificate Insurers shall be an express third party beneficiary of this Custodial Agreement for the purpose of enforcing the provisions hereof to the extent of the Certificate Insurers’ or the respective Certificateholder’s rights explicitly specified herein as if a party hereto.
(c) Amendments. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto, with the prior written consent of the Certificate Insurers (which consent shall not be unreasonably withheld). The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the Custodian with written copies thereof.
(d) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
(e) Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Depositor and at the Trust’s expense, but only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Depositor to the effect that the failure to effect such recordation is likely to materially and adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
(f) 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.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
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Address: One Federal Street, 3rd Floor Attention: BSABS I 2006-AC2 Telecopy: (617) 603-6638 Confirmation: |
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee By: _________________________________ Name: Title: |
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Address: 383 Madison Avenue |
BEAR STEARNS ASSET BACKED SECURITIES I LLC By: _________________________________ Name: Title:
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Address: 909 Hidden Ridge Drive, Suite 200 |
EMC MORTGAGE CORPORATION By: _________________________________ Name: Title:
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Address: 9062 Old Annapolis Road
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian and Master Servicer By: _________________________________ Name: Title: |
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STATE OF MASSACHUSETTS |
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) ss:
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COUNTY OF |
SUFFOLK |
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On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared ________________, known to me to be a(n) _______________________ of U.S. Bank National Association, a national banking association, one of the parties that executed the within agreement, and also known to me to be the person who executed the within agreement on behalf of said party and acknowledged to me that such party executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
______________________________
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Notary Public |
[SEAL]
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STATE OF NEW YORK |
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) ss:
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COUNTY OF NEW YORK |
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On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared _________________, known to me to be a(n) of Bear Stearns Asset Backed Securities I LLC, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
_______________________________
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Notary Public |
[SEAL]
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STATE OF TEXAS |
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) ss:
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COUNTY OF DALLAS |
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On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared _____________________, known to me to be an authorized representative of EMC Mortgage Corporation, one of the parties that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
______________________________
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Notary Public |
[Notarial Seal]
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STATE OF MARYLAND |
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) ss:
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COUNTY OF HOWARD |
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On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared ___________________, known to me to be a(n) _________________of Wells Fargo Bank, National Association, a national banking association, one of the parties that executed the within instrument, and also known to me to be the person who executed it on behalf of said party, and acknowledged to me that such party executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
______________________________
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Notary Public |
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
U.S. Bank National Association
One Federal Street, 3rd Floor
EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-AC2
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Re: |
Custodial Agreement, dated as of February 28, 2006, by and among U.S. Bank National Association, Wells Fargo Bank, National Association, Bear Stearns Asset Backed Securities I LLC and EMC Mortgage Corporation relating to Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 & nbsp; |
Ladies and Gentlemen:
In accordance with Section 2.3(a) of the above-captioned Custodial Agreement, and subject to Section 2.02(a) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit) to the extent required in Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: ________________________________
Name: ______________________________
Title: _______________________________
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
[DATE]
U.S. Bank National Association
One Federal Street, 3rd Floor
EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-AC2
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Re: |
Custodial Agreement, dated as of February 28, 2006, by and among U.S. Bank National Association, Wells Fargo Bank, National Association, Bear Stearns Asset Backed Securities I LLC and EMC Mortgage Corporation relating to Bear Stearns Asset Backed Securities I Trust 2006-AC2, |
Ladies and Gentlemen:
In accordance with Section 2.3(b) of the above-captioned Custodial Agreement and subject to Section 2.02(a) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: ________________________________
Name: ______________________________
Title: _______________________________
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
[DATE]
U.S. Bank National Association
One Federal Street, 3rd Floor
EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-AC2
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Re: |
Custodial Agreement, dated as of February 28, 2006, by and among U.S. Bank National Association, Wells Fargo Bank, National Association, Bear Stearns Asset Backed Securities I LLC and EMC Mortgage Corporation relating to Bear Stearns Asset Backed Securities I Trust 2006-AC2, |
In accordance with Section 2.3(c) of the above-captioned Custodial Agreement
and, subject to Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement or in the Pooling and Servicing Agreement, as applicable.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: ________________________________
Name: ______________________________
Title: _______________________________
SCHEDULE A
(PROVIDED UPON REQUEST)
EXHIBIT K
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
between
EMC MORTGAGE CORPORATION
as Mortgage Loan Seller and Sponsor
and
BEAR STEARNS ASSET BACKED SECURITIES I LLC
as Purchaser
Dated as of
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SECTION 1. |
Definitions |
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SECTION 2. |
Purchase and Sale of the Mortgage Loans and Related Rights |
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SECTION 3. |
Mortgage Loan Schedules |
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SECTION 4. |
Mortgage Loan Transfer |
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SECTION 5. |
Examination of Mortgage Files |
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SECTION 6. |
Recordation of Assignments of Mortgage. |
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SECTION 7. |
Representations and Warranties of tehe Sponsor Concerning the Mortgage Loans |
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SECTION 8. |
Representations and Warranties Concerning the Mortgage Loan Seller |
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SECTION 9. |
Representations and Warranties Concerning the Purchaser |
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SECTION 10. |
Conditions to Closing |
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SECTION 11. |
Fees and Expenses |
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SECTION 12. |
Accountants’ Letters |
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SECTION 13. |
Indemnification. |
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SECTION 14. |
Notices |
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SECTION 15. |
Transfer of Mortgage Loans |
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SECTION 16. |
Termination |
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SECTION 17. |
Representations, Warranties and Agreements to Survive Delivery |
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SECTION 18. |
Severability |
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SECTION 19. |
Counterparts |
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SECTION 20. |
Amendment |
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SECTION 21. |
Governing Law |
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SECTION 22. |
Further Assurances |
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SECTION 23. |
Successors and Assigns |
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SECTION 24. |
The Mortgage Loan Seller |
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SECTION 25. |
Entire Agreement |
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SECTION 26. |
No Partnership |
EXHIBITS AND SCHEDULE TO
MORTGAGE LOAN PURCHASE AGREEMENT
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Exhibit 1 |
Contents of Mortgage File |
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Exhibit 2 |
Mortgage Loan Schedule Information |
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Exhibit 3 |
Mortgage Loan Sellers Information |
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Exhibit 4 |
Purchaser’s Information |
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Exhibit 5 |
Schedule of Lost Notes |
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Exhibit 6 |
Standard & Poor’s Anti-Predatory Lending Categorization |
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Schedule A |
Required Ratings for each Class of Certificates |
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of February 28, 2006, as amended and supplemented by any and all amendments hereto (collectively, “this Agreement”), by and between EMC MORTGAGE CORPORATION, a Delaware corporation (the “Sponsor” or “Mortgage Loan Seller”) and BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company (the “Purchaser”).
Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, certain conventional, fixed rate, first lien mortgage loans secured by one- to four-family residences (collectively, the “Mortgage Loans”) as described herein. The Purchaser intends to deposit the Mortgage Loans into a trust fund (the “Trust Fund”) and create Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the “Certificates”), under a pooling and servicing agreement, to be dated as of February 1, 2006 (the “Pooling and Servicing Agreement”), among the Purchaser, as Purchaser, the Mortgage Loan Seller, as sponsor and company, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”) and as securities administrator and U.S. Bank National Association, as trustee (the “Trustee”).
The Purchaser has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Number 333-125422) relating to its Asset-Backed Certificates and the offering of certain series thereof (including certain classes of the Certificates) from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act”). Such registration statement, when it became effective under the Securities Act, and the prospectus relating to the public offering of certain classes of the Certificates by the Purchaser (the “Public Offering”), as each may be amended or supplemented from time to time pursuant to the Securities Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively. The “Prospectus Supplement” shall mean that supplement, dated February 27, 2006, to the Prospectus, dated June 24, 2005, relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, the Purchaser and Bear, Stearns & Co. Inc. (“Bear Stearns”) have entered into a terms agreement, dated as of February 27, 2006, to an underwriting agreement, dated January 10, 2006, between the Purchaser and Bear Stearns (together, the “Underwriting Agreement”).
Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:
SECTION 1. Definitions. Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Pooling and Servicing Agreement. The following other terms are defined as follows:
Acquisition Price: Cash in an amount equal to $ * (plus $ * in accrued interest), and the Retained Certificates.
Bear Stearns: Bear, Stearns & Co. Inc.
Closing Date: February 28, 2006.
Custodial Agreement: An agreement, dated as of February 28, 2006 among the Depositor, the Sponsor, the Trustee and the Custodian.
Cut-off Date Balance: Shall mean $294,412,298 for the Mortgage Loans in loan group I, $90,045,713 for the Mortgage Loans in loan group II-1 and $154,775,024 for the Mortgage Loans in loan group II-2.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.
Due Date: With respect to each Mortgage Loan, the date in each month on which its scheduled payment is due, as set forth in the related Mortgage Note.
Fitch: Fitch, Inc., or its successors in interest.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
Moody’s: Moody’s Investors Service, Inc., or its successors in interest.
Mortgage: The mortgage or deed of trust creating a first lien on an interest in real property securing a Mortgage Note.
Mortgage File: The items referred to in Exhibit 1 pertaining to a particular Mortgage Loan and any additional documents required to be added to such documents pursuant to this Agreement.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note as stated therein.
Mortgagor: The obligor(s) on a Mortgage Note.
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* Please contact Bear Stearns for pricing information.
Net Mortgage Rate: For each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the Master Servicing Fee Rate, (ii) the Servicing Fee Rate and (ii) the rate at which the LPMI Fee is calculated, if applicable.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Mortgage Loan Seller or the Purchaser, reasonably acceptable to the Trustee.
Person: Any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Purchase Price: With respect to any Mortgage Loan required to be purchased by the Sponsor (on its own behalf as a Mortgage Loan Seller) pursuant to the applicable provisions of this Agreement, an amount equal to the sum of (i) 100% of the principal remaining unpaid on such Mortgage Loan as of the date of purchase (including if a foreclosure has already occurred, the principal balance of the related Mortgage Loan at the time the Mortgaged Property was acquired), (ii) accrued and unpaid interest thereon at the Mortgage Rate through and including the last day of the month of purchase and (iii) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory lending laws.
Rating Agencies: Standard & Poor’s, Moody’s and Fitch, each a “Rating Agency.”
Replacement Mortgage Loan: A mortgage loan substituted for a Deleted
Mortgage Loan which must meet on the date of such substitution the requirements stated herein and in the Pooling and Servicing Agreement; upon such substitution, such mortgage loan shall be a “Mortgage Loan” hereunder.
Securities Act: The Securities Act of 1933, as amended.
Standard & Poor’s: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its successors in interest.
Transaction Documents: This Agreement, the Pooling and Servicing Agreement, the Custodial Agreement and the Underwriting Agreement.
Value: The value of the Mortgaged Property at the time of origination of the related Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an appraisal accepted by the applicable originator of the Mortgage Loan or (ii) the sales price of such property at the time of origination.
Wells Fargo: Wells Fargo Bank, National Association.
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SECTION 2. |
Purchase and Sale of the Mortgage Loans and Related Rights. |
(a) Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans sold by such Mortgage Loan Seller having an aggregate outstanding principal balance as of the Cut-off Date equal to the related Cut-off Date Balance.
(b) The closing for the purchase and sale of the Mortgage Loans and the closing for the issuance of the Certificates will take place on the Closing Date at the office of the Purchaser’s counsel in New York, New York or such other place as the parties shall agree.
(c) Upon the satisfaction of the conditions set forth in Section 10 hereof, on the Closing Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price for the Mortgage Loans sold by such Mortgage Loan Seller in immediately available funds by wire transfer to such account or accounts as shall be designated by the Mortgage Loan Seller.
(d) In addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns to the Purchaser all of its right, title and interest in the Servicing Agreements.
SECTION 3. Mortgage Loan Schedules. The Sponsor (on its own behalf as Mortgage Loan Seller) agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the “Preliminary Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule, the Sponsor (on its own behalf as Mortgage Loan Seller) shall provide to the Purchaser as of the Closing Date a final schedule (the “Final Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date, shall be attached to an amendment to this Agreement to be executed on the Closing Date by the parties hereto and shall be in form and substance mutually agreed to by the Sponsor (on its own behalf as Mortgage Loan Seller) and the Purchaser (the “Amendment”). If there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.
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SECTION 4. |
Mortgage Loan Transfer. |
(a) The Purchaser will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and all payments thereof. The Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date) and all payments thereof. Such principal amounts and any interest thereon belonging to the Mortgage Loan Seller as described above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Final Mortgage Loan Schedule.
(b) Pursuant to various conveyancing documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for
the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause to be delivered to the Trustee or the Custodian on behalf of the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File, provided, however, that in lieu of the foregoing, the Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Mortgage Loan Seller may deliver a true copy thereof with a certification by the Mortgage Loan Seller or the Master Servicer, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Mortgage Loan Seller or the Master Servicer to such effect), the Mortgage Loan Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 5 the Mortgage Loan Seller may deliver lost note affidavits and indemnities of the Mortgage Loan Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Mortgage Loan Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Mortgage Loan Seller or the Master Servicer to such effect. The Mortgage Loan Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee, or the Custodian on behalf of the Trustee, promptly after they are received. The Sponsor (on its own behalf as Mortgage Loan Seller) shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date unless such assignment is not required to be recorded under the terms set forth in Section 6(a) hereof.
(c) In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Sponsor (on its own behalf as Mortgage Loan Seller) further agrees that it will cause, at the Sponsor’s own expense, within 30 days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Mortgage Loan Seller further agrees that it will not, and will not permit any Servicer or the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of the Pooling and Servicing
Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of the Pooling and Servicing Agreement.
(d) The Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans and the related servicing, will ultimately be assigned to U.S. Bank National Association, as Trustee for the benefit of the Certificateholders, on the date hereof.
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SECTION 5. |
Examination of Mortgage Files. |
(a) On or before the Mortgage File Delivery Date, the Mortgage Loan Seller will have made the Mortgage Files available to the Purchaser or its agent for examination which may be at the offices of the Trustee or the Mortgage Loan Seller and/or the Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. In furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage Files available to the Purchaser or its agent from time to time so as to permit the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In addition, upon request of the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, Bear Stearns and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans and their servicing, to make the Mortgage Files available to the Purchaser, Bear Stearns and to such investors or prospective investors (which may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan Seller’s custodian) and to make available personnel knowledgeable about the Mortgage Loans for discussions with the Purchaser, Bear Stearns and such investors or prospective investors, upon reasonable request during regular business hours, sufficient to permit the Purchaser, Bear Stearns and such investors or potential investors to conduct such due diligence as any such party reasonably believes is appropriate.
(b) Pursuant to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or the Custodian as obligated under the Custodial Agreement), for the benefit of the Certificateholders, will review items of the Mortgage Files as set forth on Exhibit 1 and will deliver to the Sponsor (on its own behalf as Mortgage Loan Seller an initial certification in the form attached as Exhibit One to the Custodial Agreement.
(c) Within 90 days of the Closing Date, the Trustee or the Custodian on its behalf shall, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, deliver to the Sponsor (on its own behalf as Mortgage Loan Seller and the Trustee an Interim Certification in the form attached as Exhibit Two to the Custodial Agreement to the effect that all such documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
(d) The Trustee or the Custodian on its behalf will review the Mortgage Files within 180 days of the Closing Date and will deliver to the Sponsor and the Master Servicer, and if reviewed by the Custodian, the Trustee, a final certification substantially in the form of Exhibit Three to the Custodial Agreement. If the Trustee or the Custodian on its behalf is unable to deliver a final certification with respect to the items listed in Exhibit 1 due to any document that is missing, has not been executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Final Mortgage Loan Schedule (a “Material Defect”), the Trustee or the Custodian on its behalf shall notify the Sponsor of such Material Defect. The Sponsor (on its own behalf as a Mortg age Loan Seller) shall correct or cure any such Material Defect within 90 days from the date of notice from the Trustee of the Material Defect and if the Sponsor (on its own behalf as a Mortgage Loan Seller) does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Sponsor (on its own behalf as a Mortgage Loan Seller) will, in accordance with the terms of the Pooling and Servicing Agreement, within 90 days of the date of notice, provide the Trustee with a Replacement Mortgage Loan (if within two years of the Closing Date) or purchase the related Mortgage Loan at the applicable Purchase Price; provided, however, that if such defect relates solely to the inability of the Sponsor (on its own behalf as a Mortgage Loan Seller) to deliver the original security instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor (on its own behalf as a Mortgage Loan Seller) delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor (on its own behalf as a Mortgage Loan Seller) cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor (on its own behalf as a Mortgage Loan Seller) shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of Sponsor (on its own behalf as a Mortgage Loan Seller) or a Servicing Officer confirming that such documents have been accepted for recording, and delivery to the Trustee shall be effected by the Sponsor (on its own behalf as a Mortgage Loan Seller) within thirty days of its receipt of the original recorded document.
(e) At the time of any substitution, the Sponsor (on its own behalf as a Mortgage Loan Seller) shall deliver or cause to be delivered the Replacement Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered in connection with a substitution pursuant to the Pooling and Servicing Agreement. At the time of any purchase or substitution, the Trustee shall (i) assign the selected Mortgage Loan to the Sponsor (on its own behalf as a Mortgage Loan Seller) and shall release or cause the Custodian to release the documents (including, but not limited to the Mortgage, Mortgage Note and other contents of the Mortgage File) in the possession of the Trustee or the Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Sponsor (on its own behalf as a Mortgage Loan Seller) title to such Deleted Mortgage Loan.
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SECTION 6. |
Recordation of Assignments of Mortgage. |
(a) The Sponsor (on its own behalf as a Mortgage Loan Seller) will, promptly after the Closing Date, cause each Mortgage and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee, and all unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided, however, the Sponsor (on its own behalf as a Mortgage Loan Seller) need not cause to be recorded any assignment which relates to a Mortgage Loan that is a MOM Loan or for which the related Mortgaged Property is located in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor (on its own behalf as a Mortgage Loan Seller) to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Sponsor (on its own behalf as a Mortgage Loan Seller) in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Trust, (ii) the occurrence of a Company Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor under the Pooling and Servicing Agreement, (iv) the occurrence of a servicing transfer as described in Section 9.05 of the Pooling and Servicing Agreement or an assignment of the servicing as described in Section 8.05(b) of the Pooling and Servicing Agreement or (iv) with respect to any one assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.
While each such Mortgage or assignment is being recorded, if necessary, the Sponsor (on its own behalf as a Mortgage Loan Seller) shall leave or cause to be left with the Trustee or the Custodian on its behalf a certified copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the Trustee has not been provided with an Opinion of Counsel as described above or received evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof or as set forth above and the related Mortgage Loan is not a MOM Loan, the failure to provide evidence of recording or such Opinion of Counsel shall be considered a Material Defect, and the provisions of Section 5(c) and (d) shall apply. All customary recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Sponsor.
(b) It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held by a court to continue to be property of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser of a security interest in all of
the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Purchaser would otherwise be entitled to own such Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts, other than investment earnings, from time to time held or invested in any accounts created pursuant to the Pooling and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser or the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed to be an assignment of any security interest created hereby. The Sponsor (on its own behalf as a Mortgage Loan Seller) and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.
SECTION 7. Representations and Warranties of the Sponsor Concerning the Mortgage Loans. The Sponsor hereby represents and warrants to the Purchaser as of the Closing Date or such other date as may be specified below with respect to each Mortgage Loan being sold by it:
(a) The information set forth in the Mortgage Loan Schedule on the Closing Date is complete, true and correct.
(b) All payments required to be made prior to the Cut-off Date with respect to each Mortgage Loan have been made and no Mortgage Loan is delinquent thirty one or more days; and the Mortgage Loan Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required under any Mortgage Loan.
(c) Except with respect to taxes, insurance and other amounts previously advanced by a prior servicer with respect to any Mortgage Loan, there are no delinquent taxes, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments, or other outstanding charges affecting the related Mortgaged Property.
(d) 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 in the case of the Mortgage Loans are in the Mortgage File and have been or will be recorded, if necessary to protect the interests of the Trustee, and which have been or will be delivered to the Trustee, all in accordance with this Agreement. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the related policy. 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 in the case of the Mortgage Loans is part of the Mortgage File.
(e) The Mortgage Note and the Mortgage are not 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 and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto.
(f) All buildings upon, or comprising part of, the Mortgaged Property are insured by an insurer acceptable to Fannie Mae and Freddie Mac against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, and such insurer is licensed to do business in the state where the Mortgaged Property is located. All such insurance policies contain a standard mortgagee clause naming the originator, its successors and assigns as mortgagee and Mortgage Loan Seller has received no notice that all premiums thereon have not been paid. If upon origination of the Mortgage Loan, the Mortgaged Property was, or was subsequently deemed to be, in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), which require under applicable law that a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration (or any successor thereto) be obtained, such flood insurance policy is in effect which policy is with a generally acceptable carrier in an amount representing coverage not less than the least of (A) the Stated Principal Balance of the related Mortgage Loan, (B) the minimum amount required to compensate for damage or loss on a replacement cost basis, or (C) the maximum amount of insurance that is available under the Flood Disaster Protection Act of 1973. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at Mortgagor’s cost and expense and, on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to obtain reimbursement therefor from the Mortgagor.
(g) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures including, the Real Estate Settlement Procedures Act of 1974, as amended, consumer credit protection, equal credit opportunity or disclosure and reporting laws and all anti-predatory lending laws applicable to the Mortgage Loan have been complied with in all material respects.
(h) The Mortgage has not been satisfied, canceled, subordinated, or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the
Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission.
(i) The Mortgage is a valid, existing and enforceable first lien on the Mortgaged Property, including all improvements on the Mortgaged Property, if any, subject only to (1) the lien of current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage. The Mortgage Loan Seller has full right to sell and assign the Mortgage to the Purchaser.
(j) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or general principles of equity.
(k) All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan transaction and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties.
(l) The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage.
(m) Immediately prior to the conveyance of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser hereunder, the Mortgage Loan Seller was the sole owner and holder of the Mortgage Loan; the related Originator or the Mortgage Loan Seller or the applicable Servicer was the custodian of the related escrow account, if applicable; the Mortgage Loan had neither been assigned nor pledged, and the Mortgage Loan Seller had good and marketable title thereto, and had full right to transfer and sell the Mortgage Loan and the related servicing rights to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest subject to the applicable servicing agreement and had full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan and the related servicing rights, subject to the applicable servicing agreement, to the Purchaser pursuant to the terms of this Agreement.
(n) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2)
organized under the laws of such state, qualified to do business in such state, a federal savings and loan association or national bank having principal offices in such state or not deemed to be doing business in such state under applicable law.
(o) The Mortgage Loan is covered by an ALTA lender’s title insurance policy or equivalent form acceptable to the Department of Housing and Urban Development, or any successor thereto, and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in clause (i) above) the Mortgage Loan Seller (as assignee), its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. With respect to each Mortgage Loan, the Mortgage Loan Seller (as assignee) is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the Mortgage Loan Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy.
(p) Except as provided in clause (b), immediately prior to the Cut-off Date, there was no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and there was no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Mortgage Loan Seller has not waived any default, breach, violation or event of acceleration.
(q) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to or equal with, the lien of the related Mortgage.
(r) All improvements which were considered in any appraisal which was used in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property.
(s) The origination, servicing and collection practices with respect to each Mortgage Note and Mortgage including, the establishment, maintenance and servicing of the escrow accounts and escrow payments, if any, since origination, have been conducted in all respects in accordance with the terms of Mortgage Note and in compliance with all applicable laws and regulations and, unless otherwise required by law or Fannie Mae/Freddie Mac standards, in accordance with the proper, prudent and customary practices in the mortgage origination and servicing business. With respect to the escrow accounts and escrow payments, if any, and an EMC Mortgage Loan all such payments are in the possession or under the control of the Mortgage Loan Seller (including pursuant to a Subservicing Agreement) and there exists no deficiencies in connection therewith for which customary arrangements for repayment thereof
have not been made. Any interest required to be paid pursuant to state and local law has been properly paid and credited.
ti) The Mortgaged Property is free of material damage and waste and there is no proceeding pending for the total or partial condemnation thereof.
(u) The Mortgage contains customary and enforceable provisions to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security intended to be provided thereby, including, (1) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (2) otherwise by judicial foreclosure. There is no other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. The Mortgagor has not notified the Mortgage Loan Seller and the Mortgage Loan Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act.
(v) The Mortgage Note is not and has not been secured by any collateral except the lien of the applicable Mortgage.
(w) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Certificateholders to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.
(x) No Mortgage Loan contains a permanent or temporary “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan.
(y) The Mortgagor has received all disclosure materials required by applicable law with respect to the making of the Mortgage Loan.
(z) No Mortgage Loan was made in connection with the construction or rehabilitation of a Mortgaged Property.
(aa) To the best of the Mortgage Loan Seller’s knowledge, the Mortgaged Property is lawfully occupied under applicable law and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities.
(bb) The assignment of Mortgage with respect to a Mortgage Loan is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.
(cc) The Mortgaged Property consists of a single parcel of real property with or without a detached single family residence erected thereon, or an individual condominium unit, or a 2-4 family dwelling, or an individual unit in a planned unit development as defined by
Fannie Mae or a townhouse, each structure of which is permanently affixed to the Mortgaged Property, and is legally classified as real estate.
(dd) Each Mortgage Loan at the time of origination was underwritten in general in accordance with guidelines not inconsistent with the guidelines set forth in the Prospectus Supplement and generally accepted credit underwriting guidelines.
(ee) No error, omission, misrepresentation, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Mortgage Loan Seller or the related Originator.
(ff) None of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994 (“HOEPA”) or (b) classified and/or defined as a “high cost home loan” (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) under any federal, state, or local law, including, but not limited to, the States of Georgia or North Carolina.
(gg) None of the Mortgage Loans originated on or after October 1, 2002 and before March 7, 2003 was secured by property located in the State of Georgia.
(hh) Each Prepayment Charge is enforceable and was originated in compliance with all applicable federal, state and local laws.
(ii) At the time of origination, each Mortgaged Property was the subject of an appraisal which conformed to the underwriting requirements of the originator of the Mortgage Loan and, the appraisal is in a form acceptable to Fannie Mae or FHLMC.
(jj) 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 5.6b Revised, Appendix E attached hereto as Exhibit 6).
(kk) None of the Mortgage Loans that are secured by property located in the State of Illinois are in violation of the provisions of the Illinois Interest Act.
(ll) Each Mortgage Loan was originated with an initial mortgagee of record, or was originated in conformity with the underwriting standards of and purchased by a subsequent mortgagee, that was either (x) a savings and loan association, savings bank, commercial bank, credit union, insurance company, or similar institution which is supervised and examined by a Federal or State authority or (y) a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act.
It is understood and agreed that the representations and warranties set forth in this Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination of any Mortgage File. Upon any substitution for a Mortgage Loan, the
representations and warranties set forth above shall be deemed to be made by the Mortgage Loan Seller as to any Replacement Mortgage Loan as of the date of substitution.
Upon discovery or receipt of notice by the Sponsor, the Purchaser or the Trustee of a breach of any representation or warranty of the Sponsor set forth in this Section 7 which materially and adversely affects the value of the interests of the Purchaser, the Certificateholders or the Trustee in any of the Mortgage Loans delivered to the Purchaser pursuant to this Agreement, the party discovering or receiving notice of such breach shall give prompt written notice to the others. In the case of any such breach of a representation or warranty set forth in this Section 7, within 90 days from the date of discovery by the Sponsor, or the date the Sponsor is notified by the party discovering or receiving notice of such breach (whichever occurs earlier), the Sponsor will (i) cure such breach in all material respects, (ii) purchase the affected Mortgage Loan at the applicable Purchase Price or (iii) if within two years of the Closing Date, substitute a qualifying Replacement Mortgage Loan in exchange for such Mortgage Loan; provided that, (A) in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in clause (a) of this Section 7, if such breach is material and relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge or (B) in the case of a breach of the representation contained in clause (hh) of this Section 7, then, in each case, in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price, the Sponsor shall pay the amount of the Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge) from its own funds and without reimbursement therefor, and the Sponsor shall have no obligation to repurchase or substitute for such Mortgage Loan. The obligations of the Sponsor to cure, purchase or substitute a qualifying Replacement Mortgage Loan shall constitute the Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive remedy under this Agreement or otherwise respecting a breach of representations or warranties hereunder with respect to the Mortgage Loans, except for the obligation of the Sponsor to indemnify the Purchaser for such breach as set forth in and limited by Section 13 hereof.
Any cause of action against the Sponsor or relating to or arising out of a breach by the Sponsor of any representations and warranties made in this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Sponsor or notice thereof by the party discovering such breach and (ii) failure by the Sponsor to cure such breach, purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage Loan pursuant to the terms hereof.
SECTION 8. Representations and Warranties Concerning the Sponsor. As of the date hereof and as of the Closing Date, the Sponsor represents and warrants to the Purchaser as to itself in the capacity indicated as follows:
(a) the Sponsor (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Sponsor’s business as presently conducted or on the Sponsor’s
ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
(b) the Sponsor has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement or any other Transaction Document to which it is a party;
(c) the execution and delivery by the Sponsor of this Agreement and any other Transaction Document to which it is a party has been duly authorized by all necessary action on the part of the Sponsor; and neither the execution and delivery of this Agreement or any other Transaction Document to which it is a party, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Sponsor or its properties or the charter or by-laws of the Sponsor, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Sponsor’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
(d) the execution, delivery and performance by the Sponsor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;
(e) each of this Agreement and the other Transaction Document to which it is a party has been duly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Sponsor enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);
(f) there are no actions, suits or proceedings pending or, to the knowledge of the Sponsor, threatened against the Sponsor, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party or (ii) with respect to any other matter which in the judgment of the Sponsor could reasonably be expected to be determined adversely to the Sponsor and will if determined adversely to the Sponsor materially and adversely affect the Sponsor’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party; and the Sponsor is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and
(g) the Mortgage Loan Seller’s Information (as defined in Section 13(a) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
SECTION 9. Representations and Warranties Concerning the Purchaser. As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:
(a) the Purchaser (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Purchaser’s business as presently conducted or on the Purchaser’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
(b) the Purchaser has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement or any other Transaction Document to which it is a party;
(c) the execution and delivery by the Purchaser of this Agreement or any other Transaction Document to which it is a party has been duly authorized by all necessary action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
(d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;
(e) each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);
(f) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party or (ii) with respect to any other matter which in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a party; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party; and
(g) the Purchaser’s Information (as defined in Section 13(b) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
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SECTION 10. |
Conditions to Closing. |
(a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the Transaction Documents; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller.
(2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof:
(i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;
(ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment;
(iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories;
(iv) A certificate of an officer of the Sponsor dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Sponsor authorizing the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, together with copies of the articles of incorporation, by-laws and certificate of good standing of the Sponsor;
(v) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency;
(vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth therein; and
(vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates.
(3) The Certificates to be sold to Bear Stearns pursuant to the Underwriting Agreement shall have been issued and sold to Bear Stearns.
(4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and their respective counsel may reasonably request.
(b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or any of the Transaction Documents, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser.
(2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof:
(i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;
(ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Sponsor, and all documents required thereby duly executed by all signatories;
(iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, together with copies of the Purchaser’s certificate of formation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date;
(iv) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller and the Rating Agencies; and
(v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates.
SECTION 11. Fees and Expenses. Subject to Section 16 hereof, the Sponsor (on its own behalf as a Mortgage Loan Seller) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Stearns in connection with the sale of the Certificates. The Sponsor (on its own behalf as a Mortgage
Loan Seller) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.
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SECTION 12. |
Accountants’ Letters. |
(a) Deloitte & Touche LLP will review the characteristics of a sample of the Mortgage Loans described in the Final Mortgage Loan Schedule and will compare those characteristics to the description of the Mortgage Loans contained in the Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The Mortgage Pool” and in Schedule A thereto. The Sponsor (on its own behalf as a Mortgage Loan Seller) will cooperate with the Purchaser in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review and to deliver the letters required of them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the caption “Yield, Prepayment and Maturity Considerations” in the Prospectus Supplement.
(b) To the extent statistical information with respect to the Sponsor’s servicing portfolio is included in the Prospectus Supplement under the caption “Servicing of the Mortgage Loans—EMC—Delinquency and Foreclosure Experience of EMC,” a letter from the certified public accountant for the Sponsor will be delivered to the Purchaser dated the date of the Prospectus Supplement, in the form previously agreed to by the Sponsor and the Purchaser, with respect to such statistical information.
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SECTION 13. |
Indemnification. |
(a) The Sponsor (on its own behalf as a Mortgage Loan Seller) shall indemnify and hold harmless the Purchaser and its directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon (i) any untrue statement of a material fact contained in the Mortgage Loan Seller’s Information as identified in Exhibit 3, the omission to state in the Term Sheet Supplement, the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the Sponsor (on its own behalf as a Mortgage Loan Seller) and in which additional Mortgage Loan Seller’s Information is identified), in reliance upon and in conformity with Mortgage Loan Seller’s Information a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading, (ii) any representation or warranty assigned or made by the Sponsor in Section 7 or Section 8 hereof being, or alleged to be, untrue or incorrect, or (iii) any failure by the Sponsor (on its own behalf as a Mortgage Loan Seller) to perform its obligations under this Agreement; and the Sponsor (on its own behalf as a Mortgage Loan Seller) shall reimburse the Purchaser and each other indemnified party for any legal and other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action.
The foregoing indemnity agreement is in addition to any liability which the Sponsor otherwise may have to the Purchaser or any other such indemnified party.
(b) The Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and its respective directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon (i) any untrue statement of a material fact contained in the Purchaser’s Information as identified in Exhibit 4, the omission to state in the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the Purchaser and in which additional Purchaser’s Information is identified), in reliance upon and in conformity with the Purchaser’s Information, a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading, (ii) any representation or warranty made by the Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect, or (iii) any failure by the Purchaser to perform its obligations under this Agreement; and the Purchaser shall reimburse the Mortgage Loan Seller, and each other indemnified party for any legal and other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action. The foregoing indemnity agreement is in addition to any liability which the Purchaser otherwise may have to the Mortgage Loan Seller, or any other such indemnified party.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 13 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent it may elect by written notice delivered to the indemnified party promptly (but, in any event, within 30 days) after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there is a conflict of interest between itself or themselves and the indemnifying party in the conduct of the defense of any claim or that the interests of the indemnified party or parties are not substantially co-extensive with those of the indemnifying party (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the
indemnifying parties (provided, however, that the indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one local counsel in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement or any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.
(d) If the indemnification provided for in paragraphs (a) and (b) of this Section 13 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to in Section 13, then the indemnifying party shall in lieu of indemnifying the indemnified party contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative benefits received by the Mortgage Loan Seller on the one hand and the Purchaser on the other from the purchase and sale of the Mortgage Loans, the offering of the Certificates and the other transactions contemplated hereunder. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.
(e) The parties hereto agree that reliance by an indemnified party on any publicly available information or any information or directions furnished by an indemnifying party shall not constitute negligence, bad faith or willful misconduct by such indemnified party.
SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to the Sponsor shall be directed to EMC Mortgage Corporation, 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038, (Telecopy: (972-444-2880)), and notices to the Purchaser shall be directed to Bear Stearns Asset Backed Securities I LLC, 383 Madison Avenue, New York, New York 10179, (Telecopy: (212-272-7206)), Attention: Chief Counsel; or to any other address as may hereafter be furnished by one party to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt) provided that it is received on a business day during normal business hours and, if received after normal business hours, then it shall be deemed to be received on the next business day.
SECTION 15. Transfer of Mortgage Loans. The Purchaser retains the right to assign the Mortgage Loans and any or all of its interest under this Agreement to the Trustee without the consent of the Mortgage Loan Seller, and, upon such assignment, the Trustee shall succeed to the applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 11, 13 and 17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive right and remedy of the Trustee with respect to a breach of representation or warranty of the Mortgage Loan Seller shall be the cure, purchase or substitution obligations of the Sponsor contained in Sections 5 and 7 hereof.
SECTION 16. Termination. This Agreement may be terminated (a) by the mutual consent of the parties hereto prior to the Closing Date, (b) by the Purchaser, if the conditions to the Purchaser’s obligation to close set forth under Section 10(a) hereof are not fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set forth under Section 10(b) hereof are not fulfilled as and when required to be fulfilled. In the event of termination pursuant to clause (b), the Sponsor (on its own behalf as a Mortgage Loan Seller) shall pay, and in the event of termination pursuant to clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the other in connection with the transactions contemplated by this Agreement. In the event of a termination pursuant to clause (a), each party shall be responsible for its own expenses.
SECTION 17. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Sponsor’s representations and warranties contained herein with respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually delivered to the Purchaser and included in the Final Mortgage Loan Schedule and any Replacement Mortgage Loan and not to those Mortgage Loans deleted from the Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the Closing.
SECTION 18. Severability. If any provision of this Agreement shall be prohibited or invalid under applicable law, this Agreement shall be ineffective only to such extent, without invalidating the remainder of this Agreement.
SECTION 19. Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but which together shall constitute one and the same agreement.
SECTION 20. Amendment. This Agreement cannot be amended or modified in any manner without the prior written consent of each party.
SECTION 21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
SECTION 22. Further Assurances. Each of the parties agrees to execute and deliver such instruments and take such actions as another party may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement including any amendments hereto which may be required by either Rating Agency.
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SECTION 23. |
Successors and Assigns. |
(iii) This Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser and their permitted successors and assigns and, to the extent specified in Section 13 hereof, Bear Stearns, and their directors, officers and controlling persons (within the meaning of federal securities laws). The Mortgage Loan Seller acknowledges and agrees that the Purchaser may assign its rights under this Agreement (including, without limitation, with respect to the Sponsor’s representations and warranties respecting the Mortgage Loans) to the Trustee. Any person into which the Mortgage Loan Seller may be merged or consolidated (or any person resulting from any merger or consolidation involving the Mortgage Loan Seller), any person resulting from a change in form of the Mortgage Loan Seller or any person succeeding to the business of the Mortgage Loan Seller, shall be considered the “successor” of the Mortgage Loan Seller hereunder and shall be considered a party hereto without the execution or filing of any paper or any further act or consent on the part of any party hereto. Except as provided in the two preceding sentences, this Agreement cannot be assigned, pledged or hypothecated by either party hereto without the written consent of the other parties to this Agreement and any such assignment or purported assignment shall be deemed null and void.
SECTION 24. The Mortgage Loan Seller. The Mortgage Loan Seller will keep in full force and effect its existence, all rights and franchises as a corporation under the laws of the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.
SECTION 25. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.
SECTION 26. No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
EMC MORTGAGE CORPORATION
By: _____________________________
Name: ___________________________
Title: ____________________________
BEAR STEARNS ASSET BACKED
SECURITIES I LLC
By: _____________________________
Name: ___________________________
Title: ____________________________
EXHIBIT 1
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser or its designee, and which shall be delivered to the Purchaser or its designee pursuant to the terms of this Agreement.
(i) The original Mortgage Note, including any riders thereto, endorsed without recourse to the order of “U.S. Bank National Association”, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC Asset-Backed Certificates, Series 2006-AC2,” and showing to the extent available to the Mortgage Loan Seller an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee;
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form);
(iii) unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee of the Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National Association”, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC Asset-Backed Certificates, Series 2006-AC2,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form);
(iv) an original or a copy of all intervening assignments of the Mortgage, if any, to the extent available to the Mortgage Loan Seller, with evidence of recording thereon;
(v) the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance, if available, or a copy thereof, or, in the event that such original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property and
(vi) originals or copies of all available assumption, modification or substitution agreements, if any.
Provided, however, that in lieu of the foregoing, the Mortgage Loan Seller may
deliver the following documents, under the circumstances set forth below: (x) if any Mortgage, assignment thereof to the Trustee or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Purchaser may deliver a true copy thereof with a certification by the Mortgage Loan Seller or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording” and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit J to the Pooling and Servicing Agreement, the Purchaser may deliver a lost note affidavit and indemnity and a copy of the original note, if available; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Purchaser, in lieu of delivering the above documents, may deliver to the Trustee and its Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Master Servicer Collection Account or in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Purchaser shall deliver such documents to the Trustee or its Custodian promptly after they are received. The Sponsor (on its own behalf as a Mortgage Loan Seller) shall cause, at its expense, the Mortgage and intervening assignments, if any, and to the extent required in accordance with the foregoing, the assignment of the Mortgage to the Trustee to be submitted for recording promptly after the Closing Date; provided that the Sponsor (on its own behalf as a Mortgage Loan Seller) need not cause to be recorded any assignment (a) in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered by the Sponsor (on its own behalf as a Mortgage Loan Seller) to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as mortgagee of record solely as nominee for Sponsor (on its own behalf as a Mortgage Loan Seller) and its successors and assigns. In the event that the Sponsor (on its own behalf as a Mortgage Loan Seller), the Purchaser or the Master Servicer gives written notice to the Trustee that a court has recharacterized the sale of the Mortgage Loans as a financing, the Sponsor (on its own behalf as a Mortgage Loan Seller) shall submit or cause to be submitted for recording as specified above or, should the Sponsor (on its own behalf as a Mortgage Loan Seller) fail to perform such obligations, the Master Servicer shall cause each such previously unrecorded assignment to be submitted for recording as specified
above at the expense of the Trust. In the event a Mortgage File is released to the Company or the related Servicer as a result of such Person having completed a Request for Release, the Custodian shall, if not so completed, complete the assignment of the related Mortgage in the manner specified in clause (iii) above.
EXHIBIT 2
MORTGAGE LOAN SCHEDULE INFORMATION
The Preliminary and Final Mortgage Loan Schedules shall set forth the following information with respect to each Mortgage Loan:
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(i) |
the loan number; |
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(ii) |
the loan group; |
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(iii) |
the Servicer (or the Company, if it services the Mortgage Loan) and the Servicing Fee Rate; |
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(iv) |
the Mortgage Rate in effect as of the Cut-off Date; |
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(v) |
the LPMI Fee, if applicable; |
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(vi) |
the Net Mortgage Rate in effect as of the Cut-off Date; |
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(vii) |
the maturity date; |
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(viii) |
the original principal balance; |
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(ix) |
the Cut-off Date Balance; |
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(x) |
the original term; |
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(xi) |
the remaining term; |
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(xii) |
the property type; |
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(xiii) |
the MIN with respect to each Mortgage Loan; and |
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(xiv) |
the Prepayment Charge, if any. |
Such schedule shall also set forth the aggregate Group I Cut-off Date Principal Balance and Group II Cut-off Date Principal Balance for all of the related Mortgage Loans.
EXHIBIT 3
MORTGAGE LOAN SELLER’S INFORMATION
All information in the Prospectus Supplement described under the following captions: “SUMMARY – The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE A – Mortgage Loan Statistical Data.”
EXHIBIT 4
PURCHASER’S INFORMATION
All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan Seller’s Information.
EXHIBIT 5
SCHEDULE OF LOST NOTES
Available Upon Request
EXHIBIT 6
REVISED January 1, 2006
APPENDIX E - STANDARD & POOR'S PREDATORY LENDING CATEGORIES
Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
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State/Jurisdiction |
Name of Anti-Predatory Lending Law/Effective Date |
Category under Applicable Anti-Predatory Lending Law |
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Arkansas |
Arkansas Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq. Effective July 16, 2003 |
High Cost Home Loan |
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Cleveland Heights, OH |
Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 |
Covered Loan |
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Colorado |
Consumer Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002 |
Covered Loan |
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Connecticut |
Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 |
High Cost Home Loan |
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District of Columbia |
Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003 |
Covered Loan |
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Florida |
Fair Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq. Effective October 2, 2002 |
High Cost Home Loan |
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Georgia (Oct. 1, 2002 – Mar. 6, 2003) |
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. |
High Cost Home Loan |
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State/Jurisdiction |
Name of Anti-Predatory Lending Law/Effective Date |
Category under Applicable Anti-Predatory Lending Law |
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Effective October 1, 2002 – March 6, 2003 |
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Georgia as amended (Mar. 7, 2003 – current) |
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective for loans closed on or after March 7, 2003 |
High Cost Home Loan |
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HOEPA Section 32 |
Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 |
High Cost Loan |
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Illinois |
High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) |
High Risk Home Loan |
|
Kansas |
Consumer Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 |
High Loan to Value Consumer Loan (id. § 16a-3-207) and; |
|
High APR Consumer Loan (id. § 16a-3-308a) | ||
|
Kentucky |
2003 KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 |
High Cost Home Loan |
|
Maine |
Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time |
High Rate High Fee Mortgage |
|
Massachusetts |
Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. |
High Cost Home Loan |
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
|
State/Jurisdiction |
Name of Anti-Predatory Lending Law/Effective Date |
Category under Applicable Anti-Predatory Lending Law |
|
|
Effective March 22, 2001 and amended from time to time |
|
|
Nevada |
Assembly Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 |
Home Loan |
|
New Jersey |
New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 |
High Cost Home Loan |
|
New Mexico |
Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 |
High Cost Home Loan |
|
New York |
N.Y. Banking Law Article 6-l Effective for applications made on or after April 1, 2003 |
High Cost Home Loan |
|
North Carolina |
Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) |
High Cost Home Loan |
|
Ohio |
H.B. 386 (codified in various sections of the Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et seq. Effective May 24, 2002 |
Covered Loan |
|
Oklahoma |
Consumer Credit Code (codified in various sections of Title 14A) Effective July 1, 2000; amended effective January 1, 2004 |
Subsection 10 Mortgage |
|
South Carolina |
South Carolina High Cost and Consumer Home Loans Act, S.C. Code |
High Cost Home Loan |
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
|
State/Jurisdiction |
Name of Anti-Predatory Lending Law/Effective Date |
Category under Applicable Anti-Predatory Lending Law |
|
|
Ann. §§ 37-23-10 et seq. Effective for loans taken on or after January 1, 2004 |
|
|
West Virginia |
West Virginia Residential Mortgage Lender, Broker and Servicer Act, W. Va. Code Ann. §§ 31-17-1 et seq. Effective June 5, 2002 |
West Virginia Mortgage Loan Act Loan |
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
|
State/Jurisdiction |
Name of Anti-Predatory Lending Law/Effective Date |
Category under Applicable Anti-Predatory Lending Law |
|
Georgia (Oct. 1, 2002 – Mar. 6, 2003) |
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective October 1, 2002 – March 6, 2003 |
Covered Loan |
|
New Jersey |
New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective November 27, 2003 – July 5, 2004 |
Covered Home Loan |
STANDARD & POOR'S HOME LOAN CATEGORIZATION
|
State/Jurisdiction |
Name of Anti-Predatory Lending Law/Effective Date |
Category under Applicable Anti-Predatory Lending Law |
|
Georgia (Oct. 1, 2002 – Mar. 6, 2003) |
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective October 1, 2002 – March 6, 2003 |
Home Loan |
|
New Jersey |
New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 |
Home Loan |
STANDARD & POOR'S HOME LOAN CATEGORIZATION
|
State/Jurisdiction |
Name of Anti-Predatory Lending Law/Effective Date |
Category under Applicable Anti-Predatory Lending Law |
|
New Mexico |
Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 |
Home Loan |
|
North Carolina |
Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) |
Consumer Home Loan |
|
South Carolina |
South Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10 et seq. Effective for loans taken on or after January 1, 2004 |
Consumer Home Loan |
SCHEDULE A
REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES
Public Certificates
|
Class |
Moody’s |
S&P |
Fitch |
|
I-A-1 |
Aaa |
AAA |
Not Rated |
|
I-A-2 |
Aaa |
AAA |
Not Rated |
|
I-M-1 |
Aa2 |
AA |
Not Rated |
|
I-M-2 |
A2 |
A |
Not Rated |
|
I-M-3 |
A3 |
A- |
Not Rated |
|
I-B-1 |
Baa1 |
BBB+ |
Not Rated |
|
I-B-2 |
Baa2 |
BBB |
Not Rated |
|
I-B-3 |
Baa3 |
BBB- |
Not Rated |
|
II-1A-1 |
Aaa |
Not Rated |
AAA |
|
II-1A-2 |
Aaa |
Not Rated |
AAA |
|
II-1A-3 |
Aaa |
Not Rated |
AAA |
|
II-1A-4 |
Aaa |
Not Rated |
AAA |
|
II-1A-5 |
Aaa |
Not Rated |
AAA |
|
II-1A-6 |
Aaa |
Not Rated |
AAA |
|
II-2A-1 |
Aaa |
Not Rated |
AAA |
|
II-2A-2 |
Aaa |
Not Rated |
AAA |
|
II-2A-3 |
Aaa |
Not Rated |
AAA |
|
II-2A-4 |
Aaa |
Not Rated |
AAA |
|
II-X |
Aaa |
Not Rated |
AAA |
|
II-PO |
Aaa |
Not Rated |
AAA |
|
II-1R-1 |
Not Rated |
Not Rated |
AAA |
|
II-1R-2 |
Not Rated |
Not Rated |
AAA |
|
II-B-1 |
Aa2 |
Not Rated |
AA |
|
II-B-2 |
A2 |
Not Rated |
A |
|
II-B-3 |
Baa2 |
Not Rated |
BBB |
None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such ratings by the Rating Agencies.
Private Certificates
|
Class |
Moody’s |
Fitch |
|
I-B-4 |
Ba2 |
BB |
|
I-P |
Not Rated |
Not Rated |
|
I-C |
Not Rated |
Not Rated |
|
I-R-1 |
Not Rated |
Not Rated |
|
I-R-2 |
Not Rated |
Not Rated |
|
I-R-3 |
Not Rated |
Not Rated |
|
II-B-4 |
Not Rated |
BB |
|
II-B-5 |
Not Rated |
B |
|
II-B-6 |
Not Rated |
Not Rated |
|
II-P |
Not Rated |
Not Rated |
EXHIBIT L
FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
I. The [ ] agreement dated as of [ ], 200o (the “Agreement”), among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of [NAME OF COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200o that were delivered by the Company to the [Depositor] [Master Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”);
(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Trustee];
(4) I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.
|
|
Date: |
_________________________ |
By:
|
|
Name: |
________________________________ |
|
|
Title: |
________________________________ |
EXHIBIT M
RESERVED
EXHIBIT N
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
Definitions
Primary Servicer – transaction party having borrower contact
Master Servicer – aggregator of pool assets
Securities Administrator – waterfall calculator
Back-up Servicer – named in the transaction (in the event a Back up Servicer becomes the Primary Servicer, follow Primary Servicer obligations)
Custodian – safe keeper of pool assets
Trustee – fiduciary of the transaction
Note: The definitions above describe the essential function that the party performs, rather than the party’s title. So, for example, in a particular transaction, the trustee may perform the “paying agent” and “securities administrator” functions, while in another transaction, the securities administrator may perform these functions.
Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements.
|
Key: |
X – obligation |
|
|
|
[X] – under consideration for obligation | |
|
Reg AB Reference |
Servicing Criteria |
Primary Servicer |
Master Servicer |
Securities Admin |
Custodian |
Trustee (nominal)
| |
|
|
General Servicing Considerations |
|
|
|
| ||
|
1122(d)(1)(i) |
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. |
X |
X |
X |
|
| |
|
1122(d)(1)(ii) |
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. |
X |
X |
|
|
| |
|
1122(d)(1)(iii) |
Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained. |
|
|
|
|
| |
|
1122(d)(1)(iv) |
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. |
X |
X |
|
|
| |
|
|
Cash Collection and Administration |
|
|
|
|
|
|
1122(d)(2)(i) |
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. |
X |
X |
X |
|
|
|
1122(d)(2)(ii) |
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. |
X |
X |
X |
|
|
|
1122(d)(2)(iii) |
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. |
X |
X |
X |
|
|
|
1122(d)(2)(iv) |
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. |
X |
X |
X |
|
|
|
1122(d)(2)(v) |
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. |
X |
X |
X |
|
|
|
1122(d)(2)(vi) |
Unissued checks are safeguarded so as to prevent unauthorized access. |
X |
|
|
|
|
|
1122(d)(2)(vii) |
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. |
X |
X |
X |
|
|
|
|
Investor Remittances and Reporting |
|
|
|
|
|
|
1122(d)(3)(i) |
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. |
X |
X |
X |
|
|
|
1122(d)(3)(ii) |
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. |
X |
X |
X |
|
|
|
1122(d)(3)(iii) |
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. |
X |
X |
X |
|
|
|
1122(d)(3)(iv) |
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. |
X |
X |
X |
|
|
|
|
Pool Asset Administration |
|
|
|
|
|
|
1122(d)(4)(i) |
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. |
X |
|
|
X |
|
|
1122(d)(4)(ii) |
Pool assets and related documents are safeguarded as required by the transaction agreements |
X |
|
|
X |
|
|
1122(d)(4)(iii) |
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. |
X |
X |
X |
X |
|
|
1122(d)(4)(iv) |
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. |
X |
|
|
|
|
|
1122(d)(4)(v) |
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. |
X |
|
|
|
|
|
1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. |
X |
X |
|
|
|
|
1122(d)(4)(vii) |
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. |
X |
X |
|
|
|
|
1122(d)(4)(viii) |
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). |
X |
|
|
|
|
|
1122(d)(4)(ix) |
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. |
X |
X |
|
|
|
|
1122(d)(4)(x) |
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. |
X |
|
|
|
|
|
1122(d)(4)(xi) |
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. |
X |
|
|
|
|
|
1122(d)(4)(xii) |
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. |
X |
|
|
|
|
|
1122(d)(4)(xiii) |
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. |
X |
|
|
|
|
|
1122(d)(4)(xiv) |
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. |
X |
X |
|
|
|
|
1122(d)(4)(xv) |
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. |
X |
|
X |
|
|
EXHIBIT O
FORM 10-D, FORM 8-K AND FORM 10-K
REPORTING RESPONSIBILITY
As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for reporting the information to the party identified as responsible for preparing the Securities Exchange Act Reports pursuant to Section 3.19.
Under Item 1 of Form 10-D: a) items marked “6.07 statement” are required to be included in the periodic Distribution Date statement under Section 6.07, provided by the Securities Administrator based on information received from the Master Servicer; and b) items marked “Form 10-D report” are required to be in the Form 10-D report but not the 6.07 statement, provided by the party indicated. Information under all other Items of Form 10-D is to be included in the Form 10-D report. All such information and any other Items on Form 8-K and Form 10-D set forth in this Exhibit shall be sent to the Securities Administrator and the Depositor.
|
Form |
Item |
Description |
Servicers |
Master Servicer |
Securities Administrator |
Custodian |
Trustee |
Depositor |
Sponsor |
|
10-D |
Must be filed within 15 days of the distribution date for the asset-backed securities. |
|
(nominal) |
|
| ||||
|
1 |
Distribution and Pool Performance Information |
|
|
|
|
|
|
| |
|
Item 1121(a) – Distribution and Pool Performance Information |
|
|
|
|
|
|
| ||
|
(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period. |
|
|
X
(6.07 Statement) |
|
|
|
| ||
|
(2) Cash flows received and the sources thereof for distributions, fees and expenses. |
|
|
X
(6.07 Statement) |
|
|
|
| ||
|
|
|
(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including: |
|
|
X
(6.07 Statement) |
|
|
|
|
|
(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses. |
|
|
X
(6.07 Statement) |
|
|
|
| ||
|
(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments. |
|
|
X
(6.07 Statement) |
|
|
|
| ||
|
(iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers. |
|
|
X
(6.07 Statement) |
|
|
|
| ||
|
(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow. |
|
|
X
(6.07 Statement) |
|
|
|
|
|
|
|
(4) Beginning and ending principal balances of the asset-backed securities. |
|
|
X
(6.07 Statement) |
|
|
|
|
|
(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges. |
|
|
X
(6.07 Statement) |
|
|
|
| ||
|
(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period. |
|
|
X
(6.07 Statement) |
|
|
|
| ||
|
(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable. |
|
|
X
(6.07 Statement) |
|
|
|
|
|
|
|
(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average remaining term, pool factors and prepayment amounts. |
|
|
X
(6.07 Statement)
|
|
|
Updated pool composition information fields to be as specified by Depositor from time to time |
|
|
(9) Delinquency and loss information for the period. |
X
|
X
|
X
(6.07 Statement) |
|
|
|
| ||
|
In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets. (methodology) |
X
|
|
|
|
|
|
| ||
|
(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements. |
X
|
X
|
X
(6.07 Statement) |
|
|
|
| ||
|
(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time. |
X
|
X
|
X
(6.07 Statement) |
|
|
|
| ||
|
(12) Material breaches of pool asset representations or warranties or transaction covenants. |
X |
X |
X
(if agreed upon by the parties) |
|
|
X |
|
|
|
|
(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met. |
|
|
X
(6.07 Statement) |
|
|
|
|
|
(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool, |
|
|
|
|
|
X |
|
|
|
|
information regarding any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable. |
X |
X |
X |
|
|
X |
|
|
Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets. |
|
|
|
|
|
X |
X | ||
|
Item 1121(b) – Pre-Funding or Revolving Period Information
Updated pool information as required under Item 1121(b). |
|
|
|
|
|
X |
| ||
|
2 |
Legal Proceedings |
|
|
|
|
|
|
| |
|
Item 1117 – Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: |
|
|
|
|
|
|
| ||
|
Sponsor (Seller) |
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X | ||
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Depositor |
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X |
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Trustee |
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Issuing entity |
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X |
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Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers |
X |
X |
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Securities Administrator |
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X |
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Originator of 20% or more of pool assets as of the Cut-off Date |
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X |
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Custodian |
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X |
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3 |
Sales of Securities and Use of Proceeds |
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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. |
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X |
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4 |
Defaults Upon Senior Securities |
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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) |
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X |
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5 |
Submission of Matters to a Vote of Security Holders |
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Information from Item 4 of Part II of Form 10-Q |
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X |
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6 |
Significant Obligors of Pool Assets |
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Item 1112(b) – Significant Obligor Financial Information* |
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X |
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*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. |
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7 |
Significant Enhancement Provider Information |
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Item 1114(b)(2) – Credit Enhancement Provider Financial Information* |
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Determining applicable disclosure threshold |
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X |
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Requesting required financial information or effecting incorporation by reference |
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X |
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Item 1115(b) – Derivative Counterparty Financial Information* |
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Determining current maximum probable exposure |
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X |
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Determining current significance percentage |
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X |
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Requesting required financial information or effecting incorporation by reference |
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X |
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*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. |
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8 |
Other Information |
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Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported |
The Responsible Party for the applicable Form 8-K item as indicated below. | ||||||||
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9 |
Exhibits |
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Distribution report |
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X |
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Exhibits required by Item 601 of Regulation S-K, such as material agreements |
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X |
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8-K |
Must be filed within four business days of an event reportable on Form 8-K. |
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1.01 |
Entry into a Material Definitive Agreement |
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Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus |
X |
X |
X |
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X |
X | ||
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1.02 |
Termination of a Material Definitive Agreement |
X |
X |
X |
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X |
X | |
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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. |
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1.03 |
Bankruptcy or Receivership |
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Disclosure is required regarding the bankruptcy or receivership, if known to the Master Servicer, with respect to any of the following:
Sponsor (Seller), Depositor, Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers, Certificate Administrator, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty, Custodian |
X |
X |
X |
X |
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X |
X | ||
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2.04 |
Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
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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 6.07 statement |
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X |
X |
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3.03 |
Material Modification to Rights of Security Holders |
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Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement |
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X |
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X |
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5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
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Disclosure is required of any amendment “to the governing documents of the issuing entity” |
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X |
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5.06 |
Change in Shell Company Status |
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[Not applicable to ABS issuers] |
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X |
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6.01 |
ABS Informational and Computational Material |
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[Not included in reports to be filed under Section 3.18] |
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X |
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6.02 |
Change of Servicer or Trustee |
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Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee. |
X |
X |
X |
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X
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Reg AB disclosure about any new servicer is also required. |
X |
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Reg AB disclosure about any new trustee is also required. |
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X |
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Reg AB disclosure about any new securities administrator is also required. |
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X |
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6.03 |
Change in Credit Enhancement or Other External Support |
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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. |
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X |
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X |
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Reg AB disclosure about any new enhancement provider is also required. |
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X
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X |
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6.04 |
Failure to Make a Required Distribution |
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X |
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6.05 |
Securities Act Updating Disclosure |
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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. |
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X |
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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. |
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X |
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7.01 |
Regulation FD Disclosure |
X |
X |
X |
X
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X |
X |
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8.01 |
Other Events |
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Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to security holders. |
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X |
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9.01 |
Financial Statements and Exhibits |
The Responsible Party applicable to reportable event. | |||||||
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10-K |
Must be filed within 90 days of the fiscal year end for the registrant. |
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9B |
Other Information |
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Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported |
The Responsible Party for the applicable Form 8-K item as indicated above. | |||||||
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15 |
Exhibits and Financial Statement Schedules |
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Item 1112(b) – Significant Obligor Financial Information |
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X |
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Item 1114(b)(2) – Credit Enhancement Provider Financial Information |
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Determining applicable disclosure threshold |
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X |
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Requesting required financial information or effecting incorporation by reference |
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X |
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Item 1115(b) – Derivative Counterparty Financial Information |
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Determining current maximum probable exposure |
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X |
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Determining current significance percentage |
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X |
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Requesting required financial information or effecting incorporation by reference |
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X |
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Item 1117 – Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: |
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Sponsor (Seller) |
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X | ||
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Depositor |
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X |
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Trustee |
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Issuing entity |
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X |
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Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers |
X |
X |
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Securities Administrator |
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X |
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Originator of 20% or more of pool assets as of the Cut-off Date |
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X |
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Custodian |
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X |
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Item 1119 – Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: |
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Sponsor (Seller) |
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X | ||
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Depositor |
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X |
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Trustee |
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Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers |
X |
X |
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Securities Administrator |
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X |
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Originator |
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X |
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Custodian |
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X |
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Credit Enhancer/Support Provider |
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X |
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Significant Obligor |
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X |
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Item 1122 – Assessment of Compliance with Servicing Criteria |
X |
X |
X |
X |
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Item 1123 – Servicer Compliance Statement |
X |
X |
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EXHIBIT P
Additional Disclosure Notification
Wells Fargo Bank, N.A. as Securities Administrator
Old Annapolis Road
Fax: (410) 715-2380
E-mail: cts.sec.notifications@wellsfargo.com
Attn: Corporate Trust Services – BSABS I 2006-AC2-SEC REPORT PROCESSING
RE: **Additional Form o Disclosure**Required
Ladies and Gentlemen:
In accordance with Section 4.18 of the Pooling and Servicing Agreement, dated as of February 1, 2006, among EMC Mortgage Corporation, as Sponsor and Company, Wells Fargo Bank, National Association, as Master Servicer and Securities Administrator and U.S. Bank National Association as Trustee. The Undersigned, as Securities Administrator, hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [ ].
|
Description of Additional Form [ |
] Disclosure: |
List of Any Attachments hereto to be included in the Additional Form [_] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone number: [ ]; email address: [ ].
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[NAME OF PARTY] | |
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as [role] |
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By: __________________ | |||
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Name: |
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Title: |
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EXHIBIT Q-1
AMENDED AND RESTATED
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EMC MORTGAGE CORPORATION
Purchaser,
SAVANNAH BANK, NA DBA HARBOURSIDE MORTGAGE CORPORATION
Company,
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of April 1, 2005
(Fixed and Adjustable Rate Mortgage Loans)
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.........................................................................
ARTICLE II
PURCHASE OF MORTGAGE LOANS: SERVICING OF MORTGAGE LOANS; RECORD TITLE AND
POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DEL WERY
OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.................................................................
Section 2.02 Purchase Price........................................................................
Section 2.03 Servicing of Mortgage Loans...........................................................
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of
Servicing Files.......................................................................
Section 2.05 Books and Records.....................................................................
Section 2.06 Transfer of Mortgage Loans............................................................
Section 2.07 Delivery of Mortgage Loan Documents...................................................
Section 2.08 Quality Control Procedures............................................................
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults...........................
Section 2.10 Modification of Obligations...........................................................
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.........................................
Section 3.02 Representations and Warranties as to Individual Mortgage Loans........................
Section 3.03 Repurchase: Substitution.............................................................
Section 3.04 Representations and Warranties of the Purchaser.......................................
ARTICLE IV
ADMiNISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer............................................................
Section 4.02 Collection of Mortgage Loan Payments..................................................
Section 4.03 Realization Upon Defaulted Mortgage...................................................
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts...................
Section 4.05 Permitted Withdrawals From the Custodial Account......................................
Section 4.06 Establishment of Escrow Accounts Deposits in Escrow Accounts..........................
Section 4.07 Permitted Withdrawals From Escrow Account.............................................
Section 4.08 Payment of Taxes, Insurance and Other Charges: Maintenance of
Primary Mortgage Insurance Policies: Collections Thereunder..........................
Section 4.09 Transfer of Accounts..................................................................
Section 4.10 Maintenance of Hazard Insurance.......................................................
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy...................................
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.........................................
Section 4.13 Title, Management and Disposition of REO Property.....................................
Section 4.14 Notification of Maturity Date.........................................................
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.........................................................................
Section 5.02 Statements to the Purchaser...........................................................
Section 5.03 Monthly Advances by the Company.......................................................
Section 5.04 Liquidation Reports...................................................................
Section 5.05 Prepayment Interest Shortfalls........................................................
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.................................................................
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files...............................
Section 6.03 Servicing Compensation................................................................
Section 6.04 Annual Statement as to Compliance.....................................................
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.....................
Section 6.06 Purchaser's Right to Examine Company Records..........................................
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required..............................
ARTICLE VIII
THE SERVICER
Section 8.01 Indemnification; Third Party Claims...................................................
Section 8.02 Merger or Consolidation of the Company................................................
Section 8.03 Limitation on Liability of the Company and Others.....................................
Section 8.04 Company Not to Assign or Resign.......................................................
Section 8.05 No Transfer of Servicing..............................................................
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.....................................................................
Section 9.02 Waiver of Defaults....................................................................
ARTICLE X
TERIV11NATION
Section 10.01 Termination...........................................................................
Section 10.02 Termination Without Cause.............................................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company..............................................................
Section 11.02 Amendment.............................................................................
Section 11.03 Recordation of Agreement..............................................................
Section 11.04 Governing Law.........................................................................
Section 11.05 Notices...............................................................................
Section 11.06 Severability of Provisions............................................................
Section 11.07 Exhibits..............................................................................
Section 11.08 General Interpretive Principles.......................................................
Section 11.09 Reproduction of Documents.............................................................
Section 11.10 Confidentiality of Information........................................................
Section 11.11 Recordation of Assignments of Mortgage................................................
Section 11.12 Assignment............................................................................
Section 11.13 No Partnership........................................................................
Section 11.14 Signature Pages/Counterparts Successors and Assigns...................................
Section 11.15 Entire Agreement......................................................................
Section 11.16 No Solicitation.......................................................................
Section 11.17 Closing...............................................................................
Section 11.18 Cooperation of Company with a Reconstitution..........................................
Section 11.19 Monthly Reporting with Respect to a Reconstitution....................................
EXHIBITS
A Contents of Mortgage File
B Custodial Account Letter Agreement
C Escrow Account Letter Agreement
D Form of Assignment, Assumption and Recognition Agreement
E Form of Trial Balance
F [reserved]
G Request for Release of Documents and Receipt
H Company's Underwriting Guidelines
I Form of Term Sheet
J Reconstituted Mortgage Loan Reporting
This is a Purchase, Warranties and Servicing Agreement, dated as of
April 1, 2005 and is executed between EMC MORTGAGE CORPORATION, as Purchaser,
with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200,
Irving, Texas 75038 (the "Purchaser"), and Savannah Bank, NA dba Harbourside
Mortgage Corporation, with offices located at 23-B Shelter Cove Lane, Hilton
Head, South Carolina 29928 (the "Company").
W I T N ES S E T H:
WHEREAS, the Purchaser has heretofore agreed to purchase from the
Company and the Company has heretofore agreed to sell to the Purchaser, from
time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of
trust or other security instrument creating a first lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule,
which is annexed to the related Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the
representations and warranties of the Company with respect to itself and the
Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Purchaser and the Company agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meaning
specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those
mortgage servicing practices (including collection procedures) of prudent
mortgage banking institutions which service mortgage loans of the same type as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides
including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on
which the Mortgage Interest Rate is adjusted in accordance with the terms of the
related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including
all exhibits hereto, amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value
thereof as determined by an appraisal made for the originator of the Mortgage
Loan at the time of origination of the Mortgage Loan by an appraiser who met the
requirements of the Company and Fannie Mae.
Assignment: An individual assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the sale or transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a
legal holiday in the State of New York or State of South Carolina, or (iii) a
day on which banks in the State of New York or State of South Carolina are
authorized or obligated by law or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the
related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute
thereto.
Company: Savannah Bank NA dba Harbourside Mortgage Corporation, its
successors in interest and assigns, as permitted by this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman
of the Board, President, any Vice President or Treasurer of Company stating the
date by which Company expects to receive any missing documents sent for
recording from the applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and
the Company which relates to the Mortgage Loans.
Consumer Information: Information including, but not limited to, all
personal information about Mortgagors that is supplied to the Purchaser by or on
behalf of the Company.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a
dwelling unit occupied by the Mortgagor and relating to the stock allocated to
the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to
a dwelling unit in a residential cooperative housing corporation and a
collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the
value thereof as determined by an appraisal made for the Company (by an
appraiser who met the requirements of the Company and Fannie Mae) at the request
of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy
in accordance with federal, state and local laws and regulations or otherwise
made at the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage
Loan to the Current Appraised Value of the Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and
maintained pursuant to Section 4.04 which shall be entitled "F 1, in trust for
the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be
established in an Eligible Account, in the name of the Person that is the
"Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the
related Term Sheet, and its successors and assigns, as custodian for the
Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the
related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business
Day, the Business Day immediately preceding such 15th day) of the month of the
related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a
Mortgage Loan, exclusive of any days of grace, which is the first day of the
month.
Due Period: With respect to any Remittance Date, the period commencing
on the second day of the month preceding the month of such Remittance Date and
ending on the first day of the month of the Remittance Date.
Eligible Account: An account established and maintained: (i) within
FDIC insured accounts created, maintained and monitored by the Company so that
all funds deposited therein are fully insured, or (ii) as a trust account with
the corporate trust department of a depository institution or trust company
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia which is not affiliated with the
Company (or any sub-servicer) or (iii) with an entity which is an institution
whose deposits are insured by the FDIC, the unsecured and uncollateralized
long-term debt obligations of which shall be rated "A2" or higher by Standard &
Poor's and "A" or higher by Fitch, Inc. or one of the two highest short-term
ratings by any applicable Rating Agency, and which is either (a) a federal
savings association duly organized, validly existing and in good standing under
the federal banking laws, (b) an institution duly organized, validly existing
and in good standing under the applicable banking laws of any state, (c) a
national banking association under the federal banking laws, or (d) a principal
subsidiary of a bank holding company, or (iv) if ownership of the Mortgage Loans
is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner
of the Mortgage Loans shall be fully protected against the claims of any
creditors of the Company (or any sub-servicer) and of any creditors or
depositors of the institution in which such account is maintained or (v) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. In the event that a Custodial Account is established pursuant to
clause (iii), (iv) or (v) of the preceding sentence, the Company shall provide
the Purchaser with written notice on the Business Day following the date on
which the applicable institution fails to meet the applicable ratings
requirements.
Eligible Institution: [_______________], or an institution having (i)
the highest short-term debt rating, and one of the two highest long-term debt
ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an
unsecured long-term debt rating of at least one of the two highest unsecured
long-term debt ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan
the proceedsof which were in excess of the outstanding principal balance of the
existing mortgage loan as defined in the Fannie Mae Guide(s).
Escrow Account: Each separate trust account or accounts created and
maintained pursuant to Section 4.06 which shall be entitled "_____________, in
trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various
Mortgagor&' and shall be established in an Eligible Account, in the name of the
Person that is the "Purchase" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated
in Section 9.01. Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae
Servicing Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all
amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant
to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement
Act of 1989.
First Remittance Date: With respect to any Mortgage Loan, the
Remittance Date occurring in the month following the month in which the related
Closing Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or
any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index
identified on the Mortgage Loan Schedule and set forth in the related Mortgage
Note for the purpose of calculating the interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where
applicable, the maximum increase or decrease in the Mortgage Interest Rate on
the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.
Lender Paid Mortgage Insurance Rate: The Lender Paid Mortgage Insurance
Rate shall be a rate per annum equal to the percentage shown on the Mortgage
Loan Schedule.
Lender Primary Mortgage Insurance Policy: Any Primary Mortgage
Insurance Policy for which premiums are paid by the Company.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the
maximum Mortgage Interest Rate over the term of such Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
ratio of the original outstanding principal amount of the Mortgage Loan, to (i)
the Appraised Value of the Mortgaged Property as of the Origination Date with
respect to a Refinanced Mortgage Loan, and (ii) the lesser of the Appraised
Value of the Mortgaged Property as of the Origination Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed
percentage amount set forth in each related Mortgage Note which is added to the
Index in order to determine the related Mortgage Interest Rate, as set forth in
the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on
any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan which is payable by a Mortgagor under the related
Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note which creates a first lien on an unsubordinated estate in fee
simple in real property securing the Mortgage Note.
Mortgage File: The mortgage documents pertaining to a particular
Mortgage Loan which are specified in Exhibit A hereto and any additional
documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket
hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on
any Mortgage Loan, which may be adjusted from time to time for an adjustable
rate Mortgage Loan, in accordance with the provisions of the related Mortgage
Note.
Mortgage Loan: An individual mortgage loan which is the subject of this
Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule attached to the related Term
Sheet, which Mortgage Loan includes without limitation the Mortgage File, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the
annual rate of interest remitted to the Purchaser, which shall be equal to the
Mortgage Interest Rate minus the Servicing Fee Rate minus the Lender Paid
Mortgage Insurance Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the
related Term Sheet, such schedule setting forth the following information with
respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the
city, state and zip code;
(4) a code indicating whether the Mortgaged Property is
owner-occupied, a second home or an investor property;
(5) the type of residential property constituting the Mortgaged
Property;
(6) the original months to maturity of the Mortgage Loan;
(7) the remaining months to maturity from the related Cut-off
Date, based on the original amortization schedule and, if different, the
maturity expressed in the same manner but based on the actual amortization
schedule;
(8) the Sales Price, if applicable, Appraised Value and
Loan-to-Value Ratio, at origination;
(9) the Mortgage Interest Rate as of origination and as of the
related Cut-off Date; with respect to each adjustable rate Mortgage Loan, the
initial Adjustment Date, the next Adjustment Date immediately following the
related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any,
Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the
Mortgage Note and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as
of the close of business on the related Cut-off Date, after deduction of
payments of principal due on or before the related Cut-off Date whether or not
collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e.,
purchase, rate and term refinance, equity take-out refinance);
(17) a code indicating the documentation style (i.e. full,
alternative, etc.);
(18) the number of times during the twelve (12) month period
preceding the related Closing Date that any Monthly Payment has been received
after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(20) a code indicating whether or not the Mortgage Loan is the
subject of a Primary Mortgage Insurance Policy and the name of the related
insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is
currently convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually
applied to the unpaid principal balance of the Mortgage Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(24) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the
subject of a Lender Primary Mortgage Insurance Policy and the name of the
related insurance carrier and the Lender Paid Mortgage Insurance Rate;
(26) a code indicating whether or not the Mortgage Loan has a
prepayment penalty and if so, the amount and term thereof;
(27) the Current Appraised Value of the Mortgage Loan and Current
LTV, if applicable;
(28) whether such Mortgage Loan is a "Home Loan", "Covered Home
Loan", "Manufactured Housing" or "Home Improvement Loan" as defmed in the New
Jersey Home Ownership Security Act of 2002; and
(29) whether the Mortgage Loan has a mandatory arbitration clause.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan
Schedule attached to the related Term Sheet shall set forth the following
information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the
Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage
Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of
a Mortgage Note, consisting of a single parcel of real estate considered to be
real estate under the laws of the state in which such real property is located
which may include condominium units and planned unit developments, improved by a
residential dwelling; except that with respect to real property located in
jurisdictions in which the use of leasehold estates for residential properties
is a widely-accepted practice, a leasehold estate of the Mortgage, the term of
which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing
Advance previously made or proposed to be made by the Company pursuant to this
Agreement, that, in the good faith judgment of the Company, will not or, in the
case of a proposed advance, would not, be ultimately recoverable by it from the
related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.
OCC: Office of the Comptroller of the Currency, or any successor thereto.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Senior Vice President or
a Vice President or by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of the Company, and delivered to the
Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
employee of the party on behalf of whom the opinion is being given, reasonably
acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date
shall not, in connection with a Refmanced Mortgage Loan, be the date of the
funding of the debt being refmanced, but rather the closing of the debt
currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, or any successor thereto.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the
maximum increase or decrease in the Mortgage Interest Rate on any Adjustment
Date, as set forth in the related Mortgage Note and the related Mortgage Loan
Schedule.
Permitted Investments: Any one or more of the following obligations or
securities:
(i) direct obligations of, and obligations fully guaranteed by
the United States of America or any agency or instrumentality
of the United States of America the obligations of which are
backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers'
acceptances issued by any depository institution or trust
company incorporated under the laws of the United States of
America or any state thereof and subject to supervision and
examination by federal and/or state banicing authorities,
provided that the commercial paper and/or the short-term
deposit rating and/or the long-term unsecured debt obligations
or deposits of such depository institution or trust company at
the time of such investment or contractual commitment
providing for such investment are rated in one of the two
highest rating categories by each Rating Agency and (b) any
other demand or time deposit or certificate of deposit that is
fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty
(30) days and with respect to (a) any security described in
clause (i) above and entered into with a depository
institution or trust company (acting as principal) described
in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United
States of America or any state thereof that are rated in one
of the two highest rating categories by each Rating Agency at
the time of such investment or contractual commitment
providing for such investment; provided, however, that
securities issued by any particular corporation will not be
Permitted Investments to the extent that investments therein
will cause the then outstanding principal amount of securities
issued by such corporation and held as Permitted Investments
to exceed 10% of the aggregate outstanding principal balances
of all of the Mortgage Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable
on demand or on a specified date not more than one year after
the date of issuance thereof) which are rated in one of the
two highest rating categories by each Rating Agency at the
time of such investment;
(vi) any other demand, money market or time deposit,
obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating
Agency; and
(vii) any money market funds the collateral of which consists
of obligations fully guaranteed by the United States of
America or any agency or instrumentality of the United States
of America the obligations of which are backed by the full
faith and credit of the United States of America (which may
include repurchase obligations secured by collateral described
in clause (i)) and other securities and which money market
funds are rated in one of the two highest rating categories by
each Rating Agency.
provided, however, that no instrument or security shall be a Permitted
Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such instrument or
if such security provides for payment of both principal and interest with a
yield to maturity in excess of 120% of the yield to maturity at par or if such
investment or security is purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for
each Mortgage Loan that was the subject of a Principal Prepayment during the
related Prepayment Period, an amount equal to the excess of one month's interest
at the applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance
Rate) actually paid by the related Mortgagor with respect to such Prepayment
Period.
Prepayment Period: With respect to any Remittance Date, the calendar
month preceding the month in which such Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage
insurance represented to be in effect pursuant to Section 3.02(bh), or any
replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time
as published as the average rate in the Wall Street Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan full or partial which is received in advance of its scheduled Due
Date, including any prepayment penalty or premium thereon and which is not
accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and
assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who
had no interest, direct or indirect in the related Mortgaged Property or in any
loan made on the security thereof, and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, and such appraiser and the
appraisal made by such appraiser both satisfy the requirements of Title XI of
FIRREA and the regulations promulgated thereunder and the requirements of Fannie
Mae, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: An insurance company duly qualified as such under
the laws of the states in which the related Mortgaged Property is located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided, approved as an insurer by Fannie
Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that
some or all of the ownership of the Mortgage Loans is evidenced by
mortgage-backed securities, the nationally recognized rating agencies issuing
ratings with respect to such securities, if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor
who owned the Mortgaged Property prior to the origination of such Mortgage Loan
and the proceeds of which were used in whole or part to satisfy an existing
mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is
defmed in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of the Code, and the
related provisions and regulations promulgated thereunder, as the foregoing may
be in effect from time to time.
Remittance Date: The 18th day of any month, beginning with the First
Remittance Date, or if such 18th day is not a Business Day, the first Business
Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection
with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of
the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to
(i) the product of the greater of 100% or the percentage of par as stated in the
Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on
the repurchase date, plus (ii) interest on such outstanding principal balance at
the Mortgage Loan Remittance Rate from the last date. through which interest has
been paid and distributed to the Purchaser to the end of the month of
repurchase, plus, (iii) third party expenses incurred in connection with the
transfer of the Mortgage Loan being repurchased; less amounts received or
advanced in respect of such repurchased Mortgage Loan which are being held in
the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which
were used by the Mortgagor to acquire the related Mortgaged Property, the amount
paid by the related Mortgagor for such Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred in the performance by the Company of its servicing
obligations, including, but not limited to, the cost of (a) the preservation,
restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically
related to servicing the Mortgage Loans, including but not limited to,
foreclosures, bankruptcies, condemnations, drug seizures, elections,
foreclosures by subordinate or superior lienholders, and other legal actions
incidental to the servicing of the Mortgage Loans (provided that such expenses
are reasonable and that the Company specifies the Mortgage Loan(s) to which such
expenses relate and, upon Purchaser's request, provides documentation supporting
such expense (which documentation would be acceptable to Fannie Mae), and
provided further that any such enforcement, administrative or judicial
proceeding does not arise out of a breach of any representation, warranty or
covenant of the Company hereunder), (c) the management and liquidation of the
Mortgaged Property if the Mortgaged Property is acquired in full or partial
satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates
and other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard insurance
coverage, (e) any expenses reasonably sustained by the Company with respect to
the liquidation of the Mortgaged Property in accordance with the terms of this
Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the
annual fee the Purchaser shall pay to the Company, which shall, for a period of
one full month, be equal to one- twelfth of the product of (a) the Servicing Fee
Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee
shall be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is
computed. The obligation of the Purchaser to pay the Servicing Fee is limited
to, and the Servicing Fee is payable solely from, the interest portion of such
Monthly Payment collected by the Company, or as otherwise provided under Section
4.05 and in accordance with the Fannie Mae Guide(s). Any fee payable to the
Company for administrative services related to any REO Property as described in
Section 4.13 shall be payable from Liquidation Proceeds of the related REO
Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained
by the Company consisting of originals of all documents in the Mortgage File
which are not delivered to the Purchaser and copies of the Mortgage Loan
Documents listed in Exhibit A, the originals of which are delivered to the
Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished by the Company to the
Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of
determination, (i) the principal balance of such Mortgage Loan at the Cut-off
Date after giving effect to payments of principal due on or before such date,
whether or not received, minus (ii) all amounts previously distributed to the
Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans
pursuant to a Subservicing Agreement. Any subservicer shall meet the
qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a
Subservicer, if any, for the servicing of the Mortgage Loans;
Term Sheet: A supplemental agreement in the form attached hereto as
Exhibit I which shall be executed and delivered by the Company and the Purchaser
to provide for the sale and servicing pursuant to the terms of this Agreement of
the Mortgage Loans listed on Schedule I attached thereto, which supplemental
agreement shall contain certain specific information relating to such sale of
such Mortgage Loans and may contain additional covenants relating to such sale
of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS: SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DEL WERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
The Company agrees to sell and the Purchaser agrees to purchase the
Mortgage Loans having an aggregate Stated Principal Balance on the related
Cut-off Date set forth in the related Term Sheet in an amount as set forth in
the Confirmation, or in such other amount as agreed by the Purchaser and the
Company as evidenced by the actual aggregate Stated Principal Balance of the
Mortgage Loans accepted by the Purchaser on the related Closing Date, with
servicing retained by the Company. The Company shall deliver the related
Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans
to be purchased on the related Closing Date to the Purchaser at least two (2)
Business Days prior to the related Closing Date. The Mortgage Loans shall be
sold pursuant to this Agreement, and the related Term Sheet shall be executed
and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of
par as stated in the Confirmation (subject to adjustment as provided therein),
multiplied by the Stated Principal Balance, as of the related Cut-off Date, of
the Mortgage Loan listed on the related Mortgage Loan Schedule attached to the
related Term Sheet, after application of scheduled payments of principal due on
or before the related Cut-off Date whether or not collected.
In addition to the Purchase Price as described .above, the Purchaser
shall pay to the Company, at closing, accrued interest on the Stated Principal
Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage
Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through
the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding
paragraph shall be paid on the related Closing Date by wire transfer of
immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after
the related Cut-off Date, (2) all other recoveries of principal collected on or
after the related Cut-off Date (provided, however, that all scheduled payments
of principal due on or before the related Cut-off Date and collected by the
Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of
applicable Servicing Fees (minus that portion of any such payment which is
allocable to the period prior to the related Cut-off Date). The outstanding
principal balance of each Mortgage Loan as of the related Cut-off Date is
determined after application of payments of principal due on or before the
related Cut-off Date whether or not collected, together with any unscheduled
principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due
Date beyond the related Cut-off Date shall not be applied to the principal
balance as of the related Cut-off Date. Such prepaid amounts shall be the
property of the Purchaser. The Company shall deposit any such prepaid amounts
into the Custodial Account, which account is established for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the
Company does hereby agree to directly service the Mortgage Loans listed on the
related Mortgage Loan Schedule attached to the related Term Sheet subject to the
terms of this Agreement and the related Term Sheet. The rights of the Purchaser
to receive payments with respect to the related Mortgage Loans shall be as set
forth in this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files;
Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred,
assigned, set over and conveyed to the Purchaser, without recourse, on a
servicing retained basis, and the Company hereby acknowledges that the Purchaser
has, but subject to the terms of this Agreement and the related Term Sheet, all
the right, title and interest of the Company in and to the Mortgage Loans.
Company will deliver the Mortgage Files to the Custodian designated by
Purchaser, on or before the related Closing Date, at the expense of the Company.
The Company shall maintain a Servicing File consisting of a copy of the contents
of each Mortgage File and the originals of the documents in each Mortgage File
not delivered to the Purchaser. The Servicing File shall contain all documents
necessary to service the Mortgage Loans. The possession of each Servicing File
by the Company is at the will of the Purchaser, for the sole purpose of
servicing the related Mortgage Loan, and such retention and possession by the
Company is in a custodial capacity only. From the related Closing Date, the
awnership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the
contents of the related Mortgage File and all rights, benefits, proceeds and
obligations arising therefrom or in connection therewith, has been vested in the
Purchaser. All rights arising out of the Mortgage Loans including, but not
limited to, all funds received on or in connection with the Mortgage Loans and
all records or documents with respect to the Mortgage Loans prepared by or which
come into the possession of the Company shall be received and held by the
Company in trust for the benefit of the Purchaser as the owner of the Mortgage
Loans. Any portion of the Mortgage Files retained by the Company shall be
appropriately identified in the Company's computer system to clearly reflect the
ownership of the Mortgage Loans by the Purchaser. The Company shall release its
custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as
incidental to the Company's servicing of the Mortgage Loans or is in connection
with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to
this Agreement and the related Term Sheet, such written instructions shall not
be required. Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's
balance sheet and other financial statements as a sale of assets by the Company.
The Company shall be responsible for maintaining, and shall maintain, a complete
set of books and records for the Mortgage Loans that shall be appropriately
identified in the Company's computer system to clearly reflect the ownership of
the Mortgage Loan by the Purchaser. In particular, the Company shall maintain in
its possession, available for inspection by the Purchaser, or its designee and
shall deliver to the Purchaser upon demand, evidence of compliance with all
federal, state and local laws, rules and regulations, and requirements of Fannie
Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood
Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage of any condominium project as
required by Fannie Mae or FHLMC, and periodic inspection reports as required by
Section 4.13. To the extent that original documents are not required for
purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents
maintained by the Company may be in the form of microfilm or microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall
make available for inspection by any Purchaser or its designee the related
Servicing File during the time the Purchaser retains ownership of a Mortgage
Loan and thereafter in accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory
agents or examiners that regulate Purchaser, including but not limited to, the
OTS, the FDIC and other similar entities, access, during normal business hours,
upon reasonable advance notice to Company and without cost to Company or such
supervisory agents or examiners, to any documentation regarding the Mortgage
Loans that may be required by any applicable regulator.
Section 2.06 Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in
which, subject to such reasonable regulations as it may prescribe, the Company
shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be
made unless such transfer is in compliance with the terms hereof. For the
purposes of this Agreement, the Company shall be under no obligation to deal
with any person with respect to this Agreement or any Mortgage Loan unless a
notice of the transfer of such Mortgage Loan has been delivered to the Company
in accordance with this Section 2.06 and the books and records of the Company
show such person as the owner of the Mortgage Loan. The Purchaser may, subject
to the terms of this Agreement, sell and transfer one or more of the Mortgage
Loans, provided, however, that the transferee will not be deemed to be a
Purchaser hereunder binding upon the Company unless such transferee shall agree
in writing to be bound by the terms of this Agreement and an original
counterpart of the instrument of transfer in an Assignment and Assumption of
this Agreement substantially in the form of Exhibit D hereto executed by the
transferee shall have been delivered to the Company. The Purchaser also shall
advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the
Mortgage Loans of such assignee, and the previous Purchaser shall be released
from its obligations hereunder with respect to the Mortgage Loans sold or
transferred.
Section 2.07 Delivery of Mortgage Loan Documents.
The Company shall deliver and release to the Purchaser or its designee
the Mortgage Loan Documents in accordance with the terms of this Agreement and
the related Term Sheet. The documents enumerated as items (1), (2), (3), (4),
(5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be delivered by the
Company to the Purchaser or its designee no later than three (3) Business Days
prior to the related Closing Date pursuant to a bailee letter agreement. All
other documents in Exhibit A hereto, together with all other documents executed
in connection with the Mortgage Loan that Company may have in its possession,
shall be retained by the Company in trust for the Purchaser. If the Company
cannot deliver the original recorded Mortgage Loan Documents or the original
policy of title insurance, including riders and endorsements thereto, on the
related Closing Date, the Company shall, promptly upon receipt thereof and in
any case not later than 120 days from the related Closing Date, deliver such
original documents, including original recorded documents, to the Purchaser or
its designee (unless the Company is delayed in making such delivery by reason of
the fact that such documents shall not have been returned by the appropriate
recording office). If delivery is not completed within 120 days solely due to
delays in making such delivery by reason of the fact that such documents shall
not have been returned by the appropriate recording office, Company shall
deliver such document to Purchaser, or its designee, within such time period as
specified in a Company's Officer's Certificate. In the event that documents have
not been received by the date specified in the Company's Officer's Certificate,
a subsequent Company's Officer's Certificate shall be delivered by such date
specified in the prior Company's Officer's Certificate, stating a revised date
for receipt of documentation. The procedure shall be repeated until the
documents have been received and delivered. If delivery is not completed within
180 days solely due to delays in making such delivery by reason of the fact that
such documents shall not have been returned by the appropriate recording office,
the Company shall continue to use its best efforts to effect delivery as soon as
possible thereafter, provided that if such documents are not delivered by the
270th day from the date of the related Closing Date, the Company shall
repurchase the related Mortgage Loans at the Repurchase Price in accordance with
Section 3.03 hereof.
The Company shall pay all initial recording fees, if any, for the
assignments of mortgage and any other fees in connection with the transfer of
all original documents to the Purchaser or its designee. Company shall prepare,
in recordable form, all assignments of mortgage necessary to assign the Mortgage
Loans to Purchaser, or its designee. Company shall be responsible for recording
the assignments of mortgage.
Company shall provide an original or duplicate original of the title
insurance policy to Purchaser or its designee within ninety (90) days of the
receipt of the recorded documents (required for issuance of such policy) from
the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files
shall in no way alter or reduce the Company's obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a
Mortgage File, the Purchaser shall, or shall cause its designee to, give written
specification of such defect to the Company which may be given in the exception
report or the certification delivered pursuant to this Section 2.07, or
otherwise in writing and the Company shall cure or repurchase such Mortgage Loan
in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original
documents evidencing an assumption, modification, consolidation or extension of
any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
one week of their execution; provided, however, that the Company shall provide
the Purchaser, or its designee, with a certified true copy of any such document
submitted for recordation within one week of its execution, and shall provide
the original of any document submitted for recordation or a copy of such
document certified by the appropriate public recording office to be a true and
complete copy of the original within sixty (60) days of its submission for
recordation.
From time to time the Company may have a need for Mortgage Loan
Documents to be released from Purchaser, or its designee. Purchaser shall, or
shall cause its designee, upon the written request of the Company, within ten
(10) Business Days, deliver to the Company, any requested documentation
previously delivered to Purchaser as part of the Mortgage File, provided that
such documentation is promptly returned to Purchaser, or its designee, when the
Company no longer requires possession of the document, and provided that during
the time that any such documentation is held by the Company, such possession is
in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and
its designee, from and against any and all losses, claims, damages, penalties,
fmes, forfeitures, costs and expenses (including court costs and reasonable
attorney's fees) resulting from or related to the loss, damage, or misplacement
of any documentation delivered to Company pursuant to this paragraph.
Section 2.08 Quality Control Procedures.
The Company must have an internal quality control program that
verifies, on a regular basis, the existence and accuracy of the legal documents,
credit documents, property appraisals, and underwriting decisions. The program
must be capable of evaluating and monitoring the overall quality of its loan
production and servicing activities. The program is to ensure that the Mortgage
Loans are originated and serviced in accordance with prudent mortgage banking
practices and accounting principles; guard against dishonest, fraudulent, or
negligent acts; and guard against errors and omissions by officers, employees,
or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment
Defaults
In the event any Principal Prepayment is made by a Mortgagor on or
prior to three months after the related Closing Date], the Company shall remit
to the Purchaser an amount equal to the excess, if any, of the Purchase Price
Percentage over par multiplicd by the amount of such Principal Prepayment. Such
remittance shall be made by the Company to Purchaser no later than the third
Business Day following receipt of such Principal Prepayment by the Company.
In the event either of the first three (3) scheduled Monthly Payments
which are due under any Mortgage Loan after the related Cut-off Date are not
made during the month in which such Monthly Payments are due, then not later
than five (5) Business Days after notice to the Company by Purchaser (and at
Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from
the Purchaser pursuant to the repurchase provisions contained in this Subsection
3.03.
Section 2.10 Modification of Obligations.
Purchaser may, without any notice to Company, extend, compromise,
renew, release, change, modify, adjust or alter, by operation of law or
otherwise, any of the obligations of the Mortgagors or other persons obligated
under a Mortgage Loan without releasing or otherwise affecting the obligations
of Company under this Agreement, or with respect to such Mortgage Loan, except
to the extent Purchaser's extension, compromise, release, change, modification,
adjustment, or alteration affects Company's ability to collect the Mortgage Loan
or realize on the security of the Mortgage, but then only to the extent such
action has such effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.
The Company represents, warrants and covenants to the Purchaser that,
as of the related Closing Date or as of such date specifically provided herein:
(a) The Co mpany is a national association, duly organized, validly
existing and in good standing under the laws of the federal laws of the United
States of America and has all licenses necessary to carry out its business as
now being conducted, and is licensed and qualified to transact business in and
is in good standing under the laws of each state in which any Mortgaged Property
is located or is otherwise exempt under applicable law from such licensing or
qualification or is otherwise not required under applicable law to effect such
licensing or qualification and no demand for such licensing or qualification has
been made upon such Company by any such state, and in any event such Company is
in compliance with the laws of any such state to the extent necessary to ensure
the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans
in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to
hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to
execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its
business as presently conducted, has duly authorized the execution, delivery and
performance of this Agreement and the related Term Sheet and any agreements
contemplated hereby, has duly executed and delivered this Agreement and the
related Term Sheet, and any agreements contemplated hereby, and this Agreement
and the related Term Sheet and each Assignment to the Purchaser and any
agreements contemplated hereby, constitutes a legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms,
and all requisite corporate action has been taken by the Company to make this
Agreement and the related Term Sheet and all agreements contemplated hereby
valid and binding upon the Company in accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the
related Term Sheet, nor the origination or purchase of the Mortgage Loans by the
Company, the sale of the Mortgage Loans to the Purchaser, the consummation of
the transactions contemplated hereby, or the fulfillment of or compliance with
the terms and conditions of this Agreement and the related Term Sheet will
conflict with any of the terms, conditions or provisions of the Company's
charter or by-laws or materially conflict with or result in a material breach of
any of the terms, conditions or provisions of any legal restriction or any
agreement or instrument to which the Company is now a party or by which it is
bound, or constitute a default or result in an acceleration under any of the
foregoing, or result in the material violation of any law, rule, regulation,
order, judgment or decree to which the Company or its properties are subject, or
impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending
or, to the best of Company's knowledge, threatened, or any order or decree
outstanding, with respect to the Company which, either in any one instance or in
the aggregate, is reasonably likely to have a material adverse effect on the
sale of the Mortgage Loans, the execution, delivery, performance or
enforceability of this Agreement and the related Term Sheet, or which is
reasonably likely to have a material adverse effect on the financial condition
of the Company.
(e) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Company of or compliance by the Company with this Agreement
or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the
Mortgage Files to the Purchaser or the consummation of the transactions
contemplated by this Agreement or the related Term Sheet, except for consents,
approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement
or the related Term Sheet is in the ordinary course of business of the Company
and Company, and the transfer, assignment and conveyance of the Mortgage Notes
and the Mortgages by the Company pursuant to this Agreement or the related Term
Sheet are not subject to bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any
prior originator or servicer with respect to each Mortgage Note and Mortgage
have been legal and in accordance with applicable laws and regulations and the
Mortgage Loan Documents, and in all material respects proper and prudent in the
mortgage origination and servicing business. Each Mortgage Loan has been
serviced in all material respects with Accepted Servicing Practices. With
respect to escrow deposits and payments that the Company, on behalf of an
investor, is entitled to collect, all such payments are in the possession of, or
under the control of, the Company, and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been
made. All escrow payments have been collected in full compliance with state and
federal law and the provisions of the related Mortgage Note and Mortgage. As to
any Mortgage Loan that is the subject of an escrow, escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to
pay for every escrowed item that remains unpaid and has been assessed but is not
yet due and payable. No escrow deposits or other charges or payments due under
the Mortgage Note have been capitalized under any Mortgage or the related
Mortgage Note;
(h) The Company used no selection procedures that identified the
Mortgage Loans as being less desirable or valuable than other comparable
mortgage loans in the Company's portfolio at the related Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the
Purchaser as a sale for reporting and accounting purposes and, to the extent
appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage
loans for Fannie Mae, FHLMC and FITJD, with such facilities, procedures and
personnel necessary for the sound servicing of such mortgage loans. The Company
is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws, and regulations, if applicable, meets
the minimum capital requirements set forth by the 0CC, and is in good standing
to sell mortgage loans to and service mortgage loans for Fannie Mae and FHLMC
and no event has occurred which would make Company unable to comply with
eligibility requirements or which would require notification to either Fannie
Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason
to believe, that it cannot perform each and every covenant contained in this
Agreement or the related Term Sheet. The Company is solvent and the sale of the
Mortgage Loans will not cause the Company to become insolvent. The sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any
of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document
prepared by, or on behalf of, Company pursuant to this Agreement or the related
Term Sheet or in connection with the transactions contemplated hereby, contains
or will contain any statement that is or will be inaccurate or misleading in any
material respect;
(m) The Company acknowledges and agrees that the Servicing Fee
represents reasonable compensation for performing such services and that the
entire Servicing Fee shall be treated by the Company, for accounting and tax
purposes, as compensation for the servicing and administration of the Mortgage
Loans pursuant to this Agreement. In the opinion of Company, the consideration
received by Company upon the sale of the Mortgage Loans to Purchaser under this
Agreement and the related Term Sheet constitutes fair consideration for the
Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its
parent, for its last two complete fiscal years. All such financial information
fairly presents the pertinent results of operations and financial position for
the period identified and has been prepared in accordance with GAAP consistently
applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial
condition, properties or assets of the Company since the date of the Company's
financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement; and
(o) The Company has not dealt with any broker, investment banker, agent
or other person that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans.
Section 3.02 Representations and Warranties as to Individual
Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in
each case to the percentage of the aggregate Stated Principal Balance of the
Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated
Principal Balances of the Mortgage Loans as of the related Cut-off Date, and
giving effect to scheduled Monthly Payments due on or prior to the related
Cut-off Date, whether or not received. References to percentages of Mortgaged
Properties refer, in each case, to the percentages of expected aggregate Stated
Principal Balances of the related Mortgage Loans (determined as described in the
preceding sentence). The Company hereby represents and warrants to the
Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to
the related Term Sheet is true, complete and correct in all material respects as
of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien
or a first priority ownership interest in an estate in fee simple in real
property securing the related Mortgage Note subject to principles of equity,
bankruptcy, insolvency and other laws of general application affecting the
rights of creditors;
(c) All payments due prior to the related Cut-off Date for such
Mortgage Loan have been made as of the related Closing Date; the Mortgage Loan
has not been dishonored; there are no material defaults under the terms of the
Mortgage Loan; the Company has not advanced its own funds, or induced, solicited
or knowingly received any advance of funds from a party other than the owner of
the Mortgaged Property subject to the Mortgage, directly or indirectly, for the
payment of any amount required by the Mortgage Loan. As of the related Closing
Date, all of the Mortgage Loans will have an actual interest paid to date of
their related Cut-off Date(or later) and will be due for the scheduled monthly
payment next succeeding the Cut-off Date (or later), as evidenced by a posting
to Company's servicing collection system. No payment under any Mortgage Loan is
delinquent as of the related Closing Date nor has any scheduled payment been
delinquent at any time during the twelve (12) months prior to the month of the
related Closing Date. For purposes of this paragraph, a Mortgage Loan will be
deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
(d) There are no defaults by Company in complying with the terms of the
Mortgage, and all taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by law, or, necessary to protect the interest of the Purchaser. No
instrument of waiver, alteration or modification has been executed except in
connection with a modification agreement and which modification agreement is
part of the Mortgage File and the terms of which are reflected in the related
Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part,
from the terms thereof except in connection with an assumption agreement and
which assumption agreement is part of the Mortgage File and the terms of which
are reflected in the related Mortgage Loan Schedule; the substance of any such
waiver, alteration or modification has been approved by the issuer of any
related Primary Mortgage Insurance Policy, Lender Primary Mortgage Insurance
Policy and title insurance policy, to the extent required by the related
policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto; and as of the related Closing Date the
Mortgagor was not a debtor in any state or federal bankruptcy or insolvency
proceeding;
(g) All buildings or other customarily insured improvements upon the
Mortgaged Property are insured by a Qualified Insurer, against loss by fire,
hazards of extended coverage and such other hazards as are provided for in the
Fannie Mae or FHLMC Guide, as well as all additional requirements set forth in
Section 4.10 of this Agreement. All such standard hazard policies are in full
force and effect and contain a standard mortgagee clause naming the Company and
its successors in interest and assigns as loss payee and such clause is still in
effect and all premiums due thereon have been paid. If required by the Flood
Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC
requirements, as well as all additional requirements set forth in Section 4.10
of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor. Neither the Company (nor any prior originator or servicer of any of
the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which
has impaired or would impair the coverage of any such policy, the benefits of
the endorsement provided for herein, or the validity and binding effect of
either;
(h) Each Mortgage Loan complies with, and the Company has complied
with, applicable local, state and federal laws, regulations and other
requirements including, without limitation, usury, equal credit opportunity,
real, estate settlement procedures, the Federal Truth-In-Lending Act, disclosure
laws and all applicable predatory and abusive lending laws and consummation of
the transactions contemplated hereby, including without limitation, the receipt
of interest by the owner of such Mortgage Loan, will not involve the violation
of any such laws, rules or regulations. None of the Mortgage Loans are (a)
Mortgage Loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of
Regulation Z, the' regulation implementing TILA, which implements the Home
Ownership and Equity Protection Act of 1994, as amended, or (b) except as may be
provided in subparagraph (c) below, classified and/or defined, as a "high cost",
"threshold", "predatory" "high risk home loan" or "covered" loan (or a similarly
classified loan using different terminology under a law imposing additional
legal liability for mortgage loans having high interest rates, points and
or/fees) under any other applicable state, federal or local law including, but
not limited to, the States of Georgia, New York, North Carolina, Arkansas,
Kentucky or New Mexico, (c) Mortgage Loans subject to the New Jersey Home
Ownership Security Act of 2002 (the "Act"), unless such Mortgage Loan is a (1)
"Home Loan" as defined in the Act that is a first lien Mortgage Loan, which is
not a "High Cost Home Loan" as defined in the Act or (2) "Covered Home Loan" as
defined in the Act that is a first lien purchase money Mortgage Loan, which is
not a High Cost Home Loan under the Act, or (d) secured by Mortgaged Property in
the Commonwealth of Massachusetts with a loan application date on or after
November 7, 2004 that refinances a mortgage loan that is less than sixty (60)
months old, unless such Mortgage Loan (1) is on an investment property, (ii)
meets the requirements set forth in the Code of Massachusetts Regulation
("CMR"), 209 CMR 53.04(1)(b), or (iii) meets the requirements set forth in the
209 CMR 53.04(1)(c). In addition to and notwithstanding anything to the contrary
herein, no Mortgage Loan for which the Mortgaged Property is located in New
Jersey is a Home Loan as defined in the Act that was made, arranged, or assigned
by a person selling either a manufactured home or home improvements to the
Mortgaged Property or was made by an originator to whom the Mortgagor was
referred by any such seller. Each Mortgage Loan is being (and has been) serviced
in accordance with Accepted Servicing Practices and applicable state and federal
laws, including, without limitation, the Federal Truth-In-Lending Act and other
consumer protection laws, real estate settlement procedures, usury, equal credit
opportunity and disclosure laws. Company shall maintain in its possession,
available for the Purchaser's inspection, as appropriate, and shall deliver to
the Purchaser or its designee upon demand, evidence of compliance with all such
requirements;
(i) The Mortgage has not been satisfied, canceled or subordinated, in
whole or in part, or rescinded, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part nor has any instrument been
executed that would effect any such release, cancellation, subordination or
rescission. The Company has not waived the performance by the Mortgagor of any
action, if the Mortgagor's failure to perform such action would cause the
Mortgage Loan to be in default, nor has the Company waived any default resulting
from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected
first lien on the Mortgaged Property, including all buildings on the Mortgaged
Property and all installations and mechanical, electrical, plumbing, heating and
air conditioning systems affixed to such buildings, and all additions,
alterations and replacements made at any time with respect to the foregoing
securing the Mortgage Note's original principal balance subject to principles of
equity, bankruptcy, insolvency and other laws of general application affecting
the rights of creditors. The Mortgage and the Mortgage Note do not contain any
evidence of any security interest or other interest or right thereto. Such lien
is free and clear of all adverse claims, liens and encumbrances having priority
over the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due and
payable, (2) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording which are
acceptable to mortgage lending institutions generally and either (A) which, are
referred to in the lender's title insurance policy delivered to the originator
or otherwise considered in the appraisal made for the originator of the Mortgage
Loan, or (B) which do not adversely affect the residential use or Appraised
Value of the Mortgaged Property as set forth in such appraisal, and (3) other
matters to which like properties are commonly subject which do not individually
or in the aggregate materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property
described therein, and the Company has the full right to sell and assign the
same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine
and each is the legal, valid and binding obligation of the maker thereof,
enforceable in all respects in accordance with its terms subject to principles
of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors, and the Company has taken all action
necessary to transfer such rights of enforceability to the Purchaser. All
parties to the Mortgage Note and the Mortgage had the legal capacity to enter
into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage. The Mortgage Loan Documents are on forms acceptable to Fannie Mae and
FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed
by such parties. No fraud, error, omission, misrepresentation, negligence or
similar occurrence with respect to a Mortgage Loan has taken place on the part
of Company or the Mortgagor, or on the part of any other party involved in the
origination or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan
have been fully disbursed and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due under the Mortgage Note
or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and
the indebtedness evidenced by the Mortgage Note. Upon the sale of the Mortgage
Loan to the Purchaser, the Company will retain the Mortgage File or any part
thereof with respect thereto not delivered to the Purchaser or the Purchaser's
designee in trust only for the purpose of servicing and supervising the
servicing of the Mortgage Loan. Immediately prior to the transfer and assignment
to the Purchaser, the Mortgage Loan, including the Mortgage Note and the
Mortgage, were not subject to an assignment, sale or pledge to any person other
than Purchaser, and the Company had good and marketable title to and was the
sole owner thereof and had full right to transfer and sell the Mortgage Loan to
the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
claim or security interest and has the full right and authority subject to no
interest or participation of, or agreement with, any other party, to sell and
assign the Mortgage Loan pursuant to this Agreement and following the sale of
the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of
any encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest. The Company intends to relinquish all rights to possess,
control and monitor the Mortgage Loan, except for the purposes of servicing the
Mortgage Loan as set forth in this Agreement. After the related Closing Date,
the Company will not have any right to modify or alter the terms of the sale of
the Mortgage Loan and the Company will not have any obligation or right to
repurchase the Mortgage Loan or substitute another Mortgage Loan, except as
provided in this Agreement, or as otherwise agreed to by the Company and the
Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance
policy or other generally acceptable form of policy or insurance acceptable to
Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title
insurer acceptable to Fannie Mae or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors
and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and against any loss by reason of the
invalidity or unenforceability of the lien resulting from the provisions of the
Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given
the opportunity to choose the carrier of the required mortgage title insurance.
The Company, its successors and assigns, is the sole insured of such lender's
title insurance policy, such title insurance policy has been duly and validly
endorsed to the Purchaser or the assignment to the Purchaser of the Company's
interest therein does not require the consent of or notification to the insurer
and such lender's title insurance policy is in full force and effect and will be
in full force and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's title insurance
policy, and no prior holder or servicer of the related Mortgage, including the
Company, nor any Mortgagor, has done, by act or omission, anything which would
impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event permitting
acceleration; and neither the Company, nor any prior mortgagee has waived any
default, breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such liens) affecting the related Mortgaged Property which
are or may be liens prior to or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above
and all improvements on the property comply with all applicable zoning and
subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant
to, and conforms with, the Company's underwriting guidelines attached as Exhibit
H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable)
as set forth in the related Mortgage Loan Schedule, and Monthly Payments under
the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the
time of origination for the acceleration of the payment of the unpaid principal
amount of the Mortgage Loan if the related Mortgaged Property is sold without
the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At
origination of the Mortgage Loan there was not, since origination of the
Mortgage Loan there has not been, and there currently is no proceeding pending
for the total or partial condemnation of the Mortgaged Property. The Company has
not received notification that any such proceedings are scheduled to commence at
a future date;
(s) The related Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized
and duly qualified if required under applicable law to act as such, has been
properly designated and currently so serves and is named in the Mortgage, and no
fees or expenses, except as may be required by local law, are or will become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the
Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged
Property signed prior to the final approval of the mortgage loan application by
a Qualified Appraiser, approved by the Company, who had no interest, direct or
indirect, in the Mortgaged Property or in any loan made on the security thereof,
and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of
Fannie Mae or FIILMC and Title XI of the Federal Institutions Reform, Recovery,
and Enforcement Act of 1989 and the regulations promulgated thereunder, all as
in effect on the date the Mortgage Loan was originated. The appraisal is in a
form acceptable to Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were) (A) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the
Mortgaged Property is located, and (B) (1) organized under the laws of such
state, or (2) qualified to do business in such state, or (3) federal savings and
loan associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage and the security
interest of any applicable security agreement or chattel mortgage referred to
above and such collateral does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all
disclosure materials required by applicable law with respect to the making of
such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment"
features; No Mortgage Loan is subject to a buydown agreement or contains any
buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not
insolvent and the Company has no knowledge of any circumstances or conditions
with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
Mortgagor's credit standing that could reasonably be expected to cause investors
to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or
marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day
month and a three hundred and sixty (360) day year. The Mortgage Loans have an
original term to maturity of not more than thirty (30) years, with interest
payable in arrears on the first day of each month. As to each adjustable rate
Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate
will be adjusted to equal the sum of the Index, plus the applicable Margin;
provided, that the Mortgage Interest Rate, on each applicable Adjustment Date,
will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as
applicable. Over the term of each adjustable rate Mortgage Loan, the Mortgage
Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. None of
the Mortgage Loans are "interest-only" Mortgage Loans or "negative amortization"
Mortgage Loans. With respect to each adjustable rate Mortgage Loan, each
Mortgage Note requires a monthly payment which is sufficient (a) during the
period prior to the first adjustment to the Mortgage Interest Rate, to fully
amortize the original principal balance over the original term thereof and to
pay interest at the related Mortgage Interest Rate, and (b) during the period
following each Adjustment Date, to fully amortize the outstanding principal
balance as of the first day of such period over the then remaining tern of such
Mortgage Note and to pay interest at the related Mortgage Interest Rate. With
respect to each adjustable rate Mortgage Loan, the Mortgage Note provides that
when the Mortgage Interest Rate changes on an Adjustment Date, the then
outstanding principal balance will be reamortized over the remaining life of the
Mortgage Loan. No Mortgage Loan contains terms or provisions which would result
in negative amortization. None of the Mortgage Loans contain a conversion
feature which would cause the Mortgage Loan interest rate to convert to a fixed
interest rate. None of the Mortgage Loans are considered agricultural loans;
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(hh) In the event the Mortgage Loan had an LTV at origination greater
than 80.00%, the excess of the principal balance of the Mortgage Loan over 75.0%
of the Appraised Value of the Mortgaged Property with respect to a Refinanced
Mortgage Loan, or the lesser of the Appraised Value or the purchase price of the
Mortgaged Property with respect to a purchase money Mortgage Loan was insured as
to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified
Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary
Mortgage Insurance Policy have been and are being complied with, such policy is
in full force and effect, and all premiums due thereunder have been paid. No
Mortgage Loan requires payment of such premiums, in whole or in part, by the
Purchaser. No action, inaction, or event has occurred and no state of facts
exists that has, or will result in the exclusion from, denial of, or defense to
coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy
obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance
Policy, subject to state and federal law, and to pay all premiums and charges in
connection therewith. No action has been taken or failed to be taken, on or
prior to the Closing Date which has resulted or will result in an exclusion
from, denial of, or defense to coverage under any Primary Mortgage Insurance
Policy (including, without limitation, any exclusions, denials or defenses which
would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of
actions, representations, errors, omissions, negligence, or fraud of the Company
or the Mortgagor, or for any other reason under such coverage; The mortgage
interest rate for the Mortgage Loan as set forth on the related Mortgage Loan
Schedule is net of any such insurance premium. Any Mortgage Loan subject to a
Lender Primary Mortgage Insurance Policy obligates the Company to maintain the
Lender Primary Mortgage Insurance Policy and to pay all premiums and charges in
connection therewith;
(ii) The Assignment is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located;
(jj) None of the Mortgage Loans are secured by an interest in a
leasehold estate. The Mortgaged Property is located in the state identified in
the related Mortgage Loan Schedule and consists of a single parcel of real
property with a detached single family residence erected thereon, or a
townhouse, or a two-to four-family dwelling, or an individual condominium unit
in a condominium project, or an individual unit in a planned unit development or
a de minimis planned unit development, provided, however, that no residence or
dwelling is a single parcel of real property with a manufactured home not
affixed to a permanent foundation, or a mobile home. Any condominium unit or
planned unit development conforms with the Company's underwriting guidelines. As
of the date of origination, no portion of any Mortgaged Property was used for
commercial purposes, and since the Origination Date, no portion of any Mortgaged
Property has been, or currently is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60)
days after the funds were disbursed in connection with the Mortgage Loan. The
Mortgage Note is payable on the first day of each month in monthly installments
of principal and interest, which installments are subject to change due to the
adjustments to the Mortgage Interest Rate on each Adjustment Date, with interest
calculated and payable in arrears. Each of the Mortgage Loans will amortize
fully by the stated maturity date, over an original term of not more than thirty
years from commencement of amortization;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property
was lawfully occupied under applicable law, and all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities;
(mm) There is no pending action or proceeding directly involving the
Mortgaged Property in which compliance with any environmental law, rule or
regulation is an issue; there is no violation of any environmental law, rule or
regulation with respect to the Mortgaged Property; and the Company has not
received any notice of any environmental hazard on the Mortgaged Property and
nothing further remains to be done to satisfy in full all requirements of each
such law, rule or regulation constituting a prerequisite to use and enjoyment of
said property;
(nn) The Mortgagor has not notified the Company, and the Company has no
knowledge of any relief requested or allowed to the Mortgagor under the
Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan
or was made to facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty
feature, each such prepayment penalty is enforceable and will be enforced by the
Company and each prepayment penalty is permitted pursuant to federal, state and
local law. No Mortgage Loan will impose a prepayment penalty for a term in
excess of five years from the date such Mortgage Loan was originated. Except as
otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage
Loan that contains a prepayment penalty, such prepayment penalty is at least
equal to the lesser of (A) the maximum amount permitted under applicable law and
(B) six months interest at the related Mortgage Interest Rate on the amount
prepaid in excess of 20% of the original principal balance of such Mortgage
Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market
value of the Mortgaged Property securing such Mortgage Loan was at least equal
to 80 percent of the original principal balance of such Mortgage Loan at the
time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is only
secured by the Mortgage Property and (b) substantially all of the proceeds of
such Mortgage Loan were used to acquire or to improve or protect the Mortgage
Property. For the purposes of the preceding sentence, if the Mortgage Loan has
been significantly modified other than as a result of a default or a reasonable
foreseeable default, the modified Mortgage Loan will be viewed as having been
originated on the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203 and 211 of
the National Housing Act, a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or similar institution which is
supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and
none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate
adjustments, payment adjustments and adjustments of the outstanding principal
balance are enforceable, all such adjustments have been properly made, including
the mailing of required notices, and such adjustments do not and will not affect
the priority of the Mortgage lien. With respect to each Mortgage Loan which has
passed its initial Adjustment Date, Company has performed an audit of the
Mortgage Loan to determine whether all interest rate adjustments have been made
in accordance with the terms of the Mortgage Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other
documents required pursuant to this Agreement to be delivered to the Purchaser
or its designee, or its assignee for each Mortgage Loan, have been, on or before
the related Closing Date, delivered to the Purchaser or its designee, or its
assignee;
(xx) There is no Mortgage Loan that was originated on or after October
1, 2002 and before March 7, 2003, which is secured by property located in the
State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single
premium credit insurance policies;
(zz) No borrower was encouraged or required to select a Mortgage Loan
product offered by the Mortgage Loan's originator which is a higher cost product
designed for less creditworthy borrowers, unless at the time of the Mortgage
Loan's origination, such borrower did not qualify taking into account credit
history and debt-to-income ratios for a lower-cost credit product then offered
by the Mortgage Loan's originator or any affiliate of the Mortgage Loan's
originator. If, at the time of loan application, the borrower may have qualified
for a lower-cost credit product then offered by any mortgage lending affiliate
of the Mortgage Loan's originator, the Mortgage Loan's originator referred the
borrower's application to such affiliate for underwriting consideration;
(aaa) The methodology used in underwriting the extension of credit for
each Mortgage Loan employs objective mathematical principles which relate the
borrower's income, assets and liabilities to the proposed payment and such
underwriting methodology does not rely on the extent of the borrower's equity in
the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the borrower had a reasonable ability to make
timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision
permitting imposition of a premium upon a prepayment prior to maturity: (i)
prior to the loan's origination, the borrower agreed to such premium in exchange
for a monetary benefit, including but not limited to a rate or fee reduction,
(ii) prior to the loan's origination, the borrower was offered the option of
obtaining a mortgage loan that did not require payment of such a premium, (iii)
the prepayment premium is disclosed to the borrower in the loan documents
pursuant to applicable state and federal law, and (iv) notwithstanding any state
or federal law to the contrary, the Servicer shall not impose such prepayment
premium in any instance when the mortgage debt is accelerated as the result of
the borrower's default in making the loan payments;
(ccc) No borrower was required to purchase any credit life, disability,
accident or health insurance product as a condition of obtaining the extension
of credit. No borrower obtained a prepaid single-premium credit life,
disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used
to purchase single premium credit insurance policies as part of the origination
of, or as a condition to closing, such Mortgage Loan;
(ddd) The Company will transmit full-file credit reporting data for
each Mortgage Loan pursuant to the Fannie Mae Selling Guide and that for each
Mortgage Loan, the Company agrees it shall report one of the following statuses
each month as follows: new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed, or charged-off,
(eee) Any Mortgage Loan with a Mortgaged Property in the State of
Illinois complies with the Illinois Interest Act; and
(fff) With respect to any Mortgage Loan originated on or after August
1, 2004 and underlying the security, neither the related Mortgage nor the
related Mortgage Note requires the borrower to submit to arbitration to resolve
any dispute arising out of or relating in any way to the mortgage loan
transaction.
Section 3.03 Repurchase: Substitution.
It is understood and agreed that the representations and warranties set
forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and
delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and
shall inure to the benefit of the Purchaser, notwithstanding any restrictive or
qualified endorsement on any Mortgage Note or Assignment or the examination, or
lack of examination, of any Mortgage File. Upon discovery by either the Company
or the Purchaser of a breach of any of the foregoing representations and
warranties which materially and adversely affects the value of the Mortgage
Loans or the interest of the Purchaser in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery
or its receipt of notice of any such breach within which to correct or cure such
breach. The Company hereby covenants and agrees that if any such breach is not
corrected or cured within such sixty day period, the Company shall, at the
Purchaser's option and not later than ninety (90) days of its discovery or its
receipt of notice of such breach, repurchase such Mortgage Loan at the
Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole
option, substitute a Mortgage Loan as provided below. In the event that any such
breach shall involve any representation or warranty set forth in Section 3.01,
and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall,
at the option of the Purchaser, be repurchased by the Company at the Repurchase
Price. Any such repurchase shall be accomplished by wire transfer of immediately
available funds to Purchaser in the amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to
this Section 3.03, the Company may, with the Purchaser's prior consent and at
Purchaser's sole option, within ninety (90) days from the related Closing Date,
remove such defective Mortgage Loan from the terms of this Agreement and
substitute another mortgage loan for such defective Mortgage Loan, in lieu of
repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is
subject to Purchaser acceptability. Any substituted Loans will comply with the
representations and warranties set forth in this Agreement as of the
substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect
the withdrawal of the removed Mortgage Loan from this Agreement and the
substitution of such substitute Mortgage Loan therefor. Upon such amendment, the
Purchaser shall review the Mortgage File delivered to it relating to the
substitute Mortgage Loan. In the event of such a substitution, accrued interest
on the substitute Mortgage Loan for the month in which the substitution occurs
and any Principal Prepayments made thereon during such month shall be the
property of the Purchaser and accrued interest for such month on the Mortgage
Loan for which the substitution is made and any Principal Prepayments made
thereon during such month shall be the property of the Company. The principal
payment on a substitute Mortgage Loan due on the Due Date in the month of
substitution shall be the property of the Company and the principal payment on
the Mortgage Loan for which the substitution is made due on such date shall be
the property of the Purchaser.
For any month in which the Company is permitted to substitute one or
more substitute Mortgage Loans, the Company will determine the amount (if any)
by which the aggregate Stated Principal Balance (after application of the
principal portion of all scheduled payments due in the month of substitution) of
all the substitute Mortgage Loans in the month of substitution is less then the
aggregate Stated Principal Balance (after application of the principal portion
of the scheduled payment due in the month of substitution) of the such replaced
Mortgage Loan. An amount equal to the aggregate of such deficiencies described
in the preceding sentence for any Remittance Date shall be deposited into the
Custodial Account by the Company on the related Determination Date in the month
following the calendar month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set
forth in this Section 3.03 to cure, repurchase or substitute for a defective
Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute
the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties. If the Company fails to repurchase or substitute
for a defective Mortgage Loan in accordance with this Section 3.03, or fails to
cure a defective Mortgage Loan to Purchaser's reasonable satisfaction in
accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section
8.01, that failure shall be an Event of Default and the Purchaser shall be
entitled to pursue all remedies available in this Agreement as a result thereof.
No provision of this paragraph shall affect the rights of the Purchaser to
terminate this Agreement for cause, as set forth in Sections 10.01 and 11.01.
Any cause of action against the Company relating to or arising out of
the breach of any representations and warranties made in Sections 3.01 and 3.02
shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such
breach by the Company or notice thereof by the Purchaser to the Company, (ii)
failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for
compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan that
is not in default or as to which no default is imminent, no substitution
pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start up
day" (as defined in Section 860G(a) (9) of the Code), unless the Company has
obtained an Opinion of Counsel to the effect that such substitution will not (i)
result in the imposition of taxes on "prohibited transactions" of such REMIC (as
defmed in Section 860F of the Code) or otherwise subject the REMIC to tax, or
(ii) cause the REMIC to fail to qualify as a REIVIIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that,
as of the related Closing Date or as of such date specifically provided herein:
(a) The Purchaser is a corporation, dully organized validly existing
and in good standing under the laws of the State of Delaware and is qualified to
transact business in, is in good standing under the laws of, and possesses all
licenses necessary for the conduct of its business in, each state in which any
Mortgaged Property is located or is otherwise except or not required under
applicable law to effect such qualification or license;
(b) The Purchaser has full power and authority to hold each Mortgage
Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related
Term Sheet and to execute, deliver and perform, and to enter into and consummate
all transactions contemplated by this Agreement and the related Term Sheet and
to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term
Sheet, has duly executed and delivered this Agreement and the related Term
Sheet;
(c) None of the execution and delivery of this Agreement and the
related Term Sheet, the purchase of the Mortgage Loans, the consummation of the
transactions contemplated hereby, or the fulfillment of or compliance with the
terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms, conditions or provisions of the Purchaser's charter or
by-laws or materially conflict with or result in a material breach of any of the
terms, conditions or provisions of any legal restriction or any agreement or
instrument to which the Purchaser is now a party or by which it is bound, or
constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment
or decree to which the Purchaser or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's
knowledge, threatened with respect to the Purchaser which i reasonably likely to
have a material adverse effect on the purchase of the related Mortgage Loans,
the execution, delivery or enforceability of this Agreement and the related Term
Sheet, or which is reasonably likely to have a material adverse effect on the
financial condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Purchaser of or compliance by the Purchaser with this
Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement and the related
Term Sheet except for consents, approvals, authorizations and orders which have
been obtained;
(f) The consummation of the transactions contemplated by this Agreement
and the related Term Sheet is in the ordinary course of business of the
Purchaser;
(g) The Purchaser will treat the purchase of the Mortgage Loans from
the Company as a purchase for reporting, tax and accounting purposes; and
(h) The Purchaser does not believe, nor does it have any cause or
reason to believe, that it cannot perform each and every of its covenants
contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against
any claims, proceedings, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and other
costs and expenses resulting from a breach by the Purchaser of the
representations and warranties contained in this Section 3.04. It is understood
and agreed that the obligations of the Purchaser set forth in this Section 3.04
to indemnify the Seller as provided herein constitute the sole remedies of the
Seller respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer.
The Company, as independent contract servicer, shall service and
administer the Mortgage Loans in accordance with this Agreement and the related
Term Sheet and with Accepted Servicing Practices, and shall have full power and
authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which the Company may deem
necessary or desirable and consistent with the terms of this Agreement and the
related Term Sheet and with Accepted Servicing Practices and exercise the same
care that it customarily employs for its own account. Except as set forth in
this Agreement and the related Term Sheet, the Company shall service the
Mortgage Loans in strict compliance with the servicing provisions of the Fannie
Mae Guides (special servicing option), which include, but are not limited to,
provisions regarding the liquidation of Mortgage Loans, the collection of
Mortgage Loan payments, the payment of taxes, insurance and other charges, the
maintenance of hazard insurance with a Qualified Insurer, the maintenance of
mortgage impairment insurance, the maintenance of fidelity bond and errors and
omissions insurance, inspections, the restoration of Mortgaged Property, the
maintenance of Primary Mortgage Insurance Policies and Lender Primary Mortgage
Insurance Policies, insurance claims, the title, management and disposition of
REO Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property, the
transfer of Mortgaged Property, the release of Mortgage Files, annual
statements, and examination of records and facilities. In the event of any
conflict, inconsistency or discrepancy between any of the servicing provisions
of this Agreement and the related Term Sheet and any of the servicing provisions
of the Fannie Mae Guides, the provisions of this Agreement and the related Term
Sheet shall control and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet,
the Company may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of any such term or in any manner grant indulgence to any
Mortgagor if in the Company's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the prior
written consent of the Purchaser, the Company shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage Interest Rate,
defer for more than ninety days or forgive any payment of principal or interest,
reduce or increase the outstanding principal balance (except for actual payments
of principal) or change the final maturity date on such Mortgage Loan. In the
event of any such modification which has been agreed to in writing by the
Purchaser and which permits the deferral of interest or principal payments on
any Mortgage Loan, the Company shall, on the Business Day immediately preceding
the Remittance Date in any month in which any such principal or interest payment
has been deferred, deposit in the Custodial Account from its own funds, in
accordance with Section 4.04, the difference between (a) such month's principal
and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
principal balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Company shall be entitled to reimbursement for such advances to
the same extent as for all other advances pursuant to Section 4.05. Without
limiting the generality of the foregoing, the Company shall continue, and is
hereby authorized and empowered, to prepare, execute and deliver, all
instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. Notwithstanding anything
herein to the contrary, the Company may not enter into a forbearance agreement
or similar arrangement with respect to any Mortgage Loan which runs more than
180 days after the first delinquent Due Date. Any such agreement shall be
approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy
insurer and Lender Primary Mortgage Insurance Policy insurer, if required.
Notwithstanding anything in this Agreement to the contrary, if any
Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with
respect to such Mortgage Loan, shall not permit any modification with respect to
such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall
not (unless the Mortgagor is in default with respect to such Mortgage Loan or
such default is, in the judgment of the Company, reasonably foreseeable) make or
permit any modification, waiver or amendment of any term of such Mortgage Loan
that would both (i) effect an exchange or reissuance of such Mortgage Loan under
Section 1001 of the Code (or Treasury regulations promulgated thereunder) and
(ii) cause any REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions" after the
startup date under the REIVIIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject
to a Pass-Through Transfer, which is not contemplated under the terms of this
Agreement, the Company will obtain an Opinion of Counsel acceptable to the
trustee in such Pass-Through Transfer with respect to whether such action could
result in the imposition of a tax upon any REMIC (including but not limited to
the tax on prohibited transactions as defmed in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code)(either such event, an "Adverse REMIC Event"), and the Company shall not
take any such actions as to which it has been advised that an Adverse REIVIIC
Event could occur.
The Company shall not permit the creation of any "interests" (within
the meaning of Section 860G of the Code) in any REMIC. The Company shall not
enter into any arrangement by which a REMIC will receive a fee or other
compensation for services nor permit a REMIC to receive any income from assets
other than "qualified mortgages" as defmed in Section 860G(a)(3) of the Code or
"permitted investments" as defmed in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall
employ Accepted Servicing Practices, giving due consideration to the Purchasers
reliance on the Company. Unless a different time period is stated in this
Agreement or the related Term Sheet, Purchaser shall be deemed to have given
consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date
Purchaser receives a second written request for consent for such matter from
Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the
Company provided that the Subservicer is an entity that engages in the business
of servicing loans, and in either case shall be authorized to transact business,
and licensed to service mortgage loans, in the state or states where the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event
has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or
which would require notification to Fannie Mae or FHLMC. In addition, each
Subservicer will obtain and preserve its qualifications to do business as a
foreign corporation and its licenses to service mortgage loans, in each
jurisdiction in which such qualifications and/or licenses are or shall be
necessary to protect the validity and enforceability of this Agreement, or any
of the Mortgage Loans and to perform or cause to be performed its duties under
the related Subservicing Agreement. The Company may perform any of its servicing
responsibilities hereunder or may cause the Subservicer to perform any such
servicing responsibilities on its behalf, but the use by the Company of the
Subservicer shall not release the Company from any of its obligations hereunder
and the Company shall remain responsible hereunder for all acts and omissions of
the Subservicer as fully as if such acts and omissions were those of the
Company. The Company shall pay all fees and expenses of the Subservicer from its
own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company
shall notify Purchaser promptly in writing upon the appointment of any
Subservicer.
At the cost and expense of the Company, without any right of
reimbursement from the Custodial Account, the Company shall be entitled to
terminate the rights and responsibilities of the Subservicer and arrange for any
servicing responsibilities to be performed by a successor subservicer meeting
the requirements in the preceding paragraph, provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at the
Company's option, from electing to service the related Mortgage Loans itself. In
the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to
do so by the Purchaser, the Company shall at its own cost and expense terminate
the rights and responsibilities of the Subservicer effective as of the date of
termination of the Company. The Company shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of the
Subservicer from the Company's own funds without reimbursement from the
Purchaser.
Notwithstanding any of the provisions of this Agreement relating to
agreements or arrangements between the Company and the Subservicer or any
reference herein to actions taken through the Subservicer or otherwise, the
Company shall not be relieved of its obligations to the Purchaser and shall be
obligated to the same extent and under the same terms and conditions as if it
alone were servicing and administering the Mortgage Loans. The Company shall be
entitled to enter into an agreement with the Subservicer for indemnification of
the Company by the Subservicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification. The Company will indemnify and
hold Purchaser harmless from any loss, liability or expense arising out of its
use of a Subservicer to perform any of its servicing duties, responsibilities
and obligations hereunder.
Any Subservicing Agreement and any other transactions or services
relating to the Mortgage Loans involving the Subservicer shall be deemed to be
between the Subservicer and Company alone, and the Purchaser shall have no
obligations, duties or liabilities with respect to the Subservicer including no
obligation, duty or liability of Purchaser to pay the Subservice?s fees and
expenses. For purposes of distributions and advances by the Company pursuant to
this Agreement, the Company shall be deemed to have received a payment on a
Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan
ceases to be subject to this Agreement, the Company will proceed diligently to
collect all payments due under each Mortgage Loan when the same shall become due
and payable and shall, to the extent such procedures shall be consistent with
this Agreement, Accepted Servicing Practices, and the terms and provisions of
any related Primary Mortgage Insurance Policy and Lender Primary Mortgage
Insurance Policy, follow such collection procedures as it follows with respect
to mortgage loans comparable to the Mortgage Loans and held for its own account.
Further, the Company will take special care in ascertaining and estimating
annual escrow payments, and all other charges that, as provided in the Mortgage,
will become due and payable, so that the installments payable by the Mortgagors
will be sufficient to pay such charges as and when they become due and payable.
In no event will the Company waive its right to any prepayment penalty
or premium without the prior written consent of Purchaser and Company will use
diligent efforts to collect same when due except as otherwise provided in the
prepayment penalty provisions provided in the Mortgage Loan Documents.
Section 4.03 Realization Upon Defaulted Mortgage.
The Company shall use its best efforts, consistent with the procedures
that the Company would use in servicing loans for its own account, consistent
with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and
Lender Primary Mortgage Insurance Policies and the best interest of Purchaser,
to foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 4.01. Foreclosure or comparable proceedings shall
be initiated within ninety (90) days of default for Mortgaged Properties for
which no satisfactory arrangements can be made for collection of delinquent
payments, subject to state and federal law and regulation. The Company shall use
its best efforts to realize upon defaulted Mortgage Loans in such manner as will
maximize the receipt of principal and interest by the Purchaser, taking into
account, among other things, the timing of foreclosure proceedings. The
foregoing is subject to the provisions that, in any case in which a Mortgaged
Property shall have suffered damage, the Company shall not be required to expend
its own funds toward the restoration of such property unless it shall determine
in its discretion (i) that such restoration will increase the proceeds of
liquidation of the related Mortgage Loan to the Purchaser after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the
Company through Insurance Proceeds or Liquidation Proceeds from the related
Mortgaged Property, as contemplated in Section 4.05. Company shall obtain prior
approval of Purchaser as to repair or restoration expenses in excess of ten
thousand dollars ($10,000). The Company shall notif' the Purchaser in writing of
the commencement of foreclosure proceedings and not less than 5 days prior to
the acceptance or rejection of any offer of reinstatement. The Company shall be
responsible for all costs and expenses incurred by it in any such proceedings or
functions; provided, however, that it shall be entitled to reimbursement thereof
from the related property, as contemplated in Section 4.05. Notwithstanding
anything to the contrary contained herein, in connection with a foreclosure or
acceptance of a deed in lieu of foreclosure, in the event the Company has
reasonable cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Purchaser otherwise requests
an environmental inspection or review of such Mortgaged Property, such an
inspection or review is to be conducted by a qualified inspector at the
Purchaser's expense. Upon completion of the inspection, the Company shall
promptly provide the Purchaser with a written report of the environmental
inspection. After reviewing the environmental inspection report, the Purchaser
shall determine how the Company shall proceed with respect to the Mortgaged
Property.
Notwithstanding anything to the contrary contained herein, the
Purchaser may, at the Purchaser's sole option, terminate the Company as servicer
of any Mortgage Loan which becomes ninety (90) days or greater delinquent in
payment of a scheduled Monthly Payment, without payment of any termination fee
with respect thereto, provided that the Company shall on the date said
termination takes effect be reimbursed for any unreimbursed Monthly Advances of
the Company's funds made pursuant to Section 5.03 and any unreimbursed Servicing
Advances and Servicing Fees in each case relating to the Mortgage Loan
underlying such delinquent Mortgage Loan notwithstanding anything to the
contrary set forth in Section 4.05. In the event of any such termination, the
provisions of Section 11.01 hereof shall apply to said termination and the
transfer of servicing responsibilities with respect to such delinquent Mortgage
Loan to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes
REO Property, such property shall be disposed of by the Company, with the
consent of Purchaser as required pursuant to this Agreement, before the close of
the third taxable year following the taxable year in which the Mortgage Loan
became an REO Property, unless the Company provides to the trustee under such
REIVIIC an opinion of counsel to the effect that the holding of such REO
Property subsequent to the close of the third taxable year following the taxable
year in which the Mortgage Loan became an REO Property, will not result in the
imposition of taxes on "prohibited transactions" as defmed in Section 860F of
the Code, or cause the transaction to fail to qualify as a REIvIIC at any time
that certificates are outstanding. Company shall manage, conserve, protect and
operate each such REO Property for the certificateholders solely for the purpose
of its prompt disposition and sale in a manner which does not cause such
property to fail to qualify as "foreclosure property" within the meaning of
Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property"
which is subject to taxation under the REMIC provisions of the Code. Pursuant to
its efforts to sell such property, the Company shall either itself or through an
agent selected by Company, protect and conserve such property in the same manner
and to such an extent as is customary in the locality where such property is
located. Additionally, Company shall perform the tax withholding and reporting
related to Sections 1445 and 6050J of the Code.
Section 4.04 Establishment of Custodial Accounts; Deposits in
Custodial Accounts.
The Company shall segregate Sand hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts.
The Custodial Account shall be an Eligible Account. Funds shall be deposited in
the Custodial Account within 24 hours of receipt, and shall at all times be
insured by the FDIC up to the FDIC insurance limits, or must be invested in
Permitted Investments for the benefit of the Purchaser. Funds deposited in the
Custodial Account may be drawn on by the Company in accordance with Section
4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the
request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis,
and retain therein the following payments and collections received or made by it
subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but
allocable to a period subsequent thereto, other than in respect of principal and
interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in
connection with any REO Property pursuant to Section 4.13 and in connection
therewith, the Company shall provide the Purchaser with written detail itemizing
all of such amounts;
(v) all Insurance Proceeds including amounts required to be
deposited pursuant to Sections 4.08, 4.10 and 4.11, other than proceeds to be
held in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with Accepted
Servicing Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property
which are not released to the Mortgagor in accordance with Accepted Servicing
Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any
Prepayment Interest Shortfalls, to the extent of the Company's aggregate
Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant
to Section 4.10 in connection with the deductible clause in any blanket hazard
insurance policy, such deposit shall be made from the Company's own funds,
without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account
pursuant to Section 4.01,4.13 or 6.02.
The foregoing requirements for deposit in the Custodial
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges and assumption fees, to the extent permitted by Section 6.01, need not
be deposited by the Company in the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to
the benefit of the Company and the Company shall be entitled to retain and
withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv).
The Purchaser shall not be responsible for any losses suffered with respect to
investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.
The Company may, from time to time, withdraw from the Custodial Account
for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner
provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to
reimburse itself pursuant to this subclause (ii) being limited to amounts
received on the related Mortgage Loan which represent late collections (net of
the related Servicing Fees) of principal and/or interest respecting which any
such advance was made, it being understood that, in the case of such
reimbursement, the Company's right thereto shall be prior to the rights of the
Purchaser, except that, where the Company is required to repurchase a Mortgage
Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall
be subsequent to the payment to the Purchaser of the Repurchase Price pursuant
to such Section and all other amounts required to be paid to the Purchaser with
respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any
unpaid Servicing Fees(or REO administration fees described in Section 4.13), the
Company's right to reimburse itself pursuant to this subclause (iii) with
respect to any Mortgage Loan being limited to related proceeds from Liquidation
Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this
Agreement; any recovery shall be made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any
interest earned on funds in the Custodial Account (all such interest to be
withdrawn monthly not later than each Remittance Date), and (b) the Servicing
Fee from that portion of any payment or recovery as to interest with respect to
a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been
repurchased pursuant to Section 3.03 all amounts received thereon and not
distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with
Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by
the Company;
(viii) to clear and terminate the Custodial Account upon the
termination of this Agreement; and
(ix) to reimburse itself for Nonrecoverable Advances to the extent not
reimbursed pursuant to clause (ii) or clause (iii).
Section 4.06 Establishment of Escrow Accounts Deposits in Escrow
Accounts.
The Company shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible
Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the
FDIC, or must be invested in Permitted Investments. Funds deposited in the
Escrow Account may be drawn on by the Company in accordance with Section 4.07.
The creation of any Escrow Account shall be evidenced by a letter agreement in
the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any
subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily
basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage
Loans, for the purpose of effecting timely payment of any such items as required
under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the
restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments
are insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, and for such other
purposes as shall be as set forth or in accordance with Section 4.07. The
Company shall be entitled to retain any interest paid on funds deposited in the
Escrow Account by the depository institution other than interest on escrowed
funds required by law to be paid to the Mortgagor and, to the extent required by
law, the Company shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account is non-interest bearing or that interest
paid thereon is insufficient for such purposes. The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the
Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments,
water rates, Primary Mortgage Insurance Policy premiums, if applicable, fire and
hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company
with respect to a related Mortgage Loan but only from amounts received on the
related Mortgage Loan which represent late payments or collections of Escrow
Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be
overages;
(iv) for transfer to the Custodial Account in accordance with the terms
of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required
by law, any interest paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of
this Agreement. As part of its servicing duties, the Company shall pay to the
Mortgagors interest on funds in Escrow Account, to the extent required by law,
and to the extent that interest earned on funds in the Escrow Account is
insufficient, shall pay such interest from its own funds, without any
reimbursement therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds
deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges:
Maintenance of Primary Mortgage Insurance Policies: Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water rates
and other charges which are or may become a lien upon the Mortgaged Property and
the status of primary mortgage insurance premiums and fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of such
charges, including renewal premiums and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under the
terms of the Mortgage or applicable law. To the extent that the Mortgage does
not provide for Escrow Payments, the Company shall determine that any such
payments are made by the Mortgagor at the time they first become due. The
Company assumes full responsibility for the timely payment of all such bills and
shall effect timely payments of all such bills irrespective of the Mortgagor's
faithful performance in the payment of same or the making of the Escrow Payments
and shall make advances from its own funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage
Insurance Policies or Lender Primary Mortgage Insurance Policies issued by a
Qualified Insurer with respect to each Mortgage Loan for which such coverage is
herein required. Such coverage will be terminated only with the approval of
Purchaser, or as required by applicable law or regulation. The Company will not
cancel or refuse to renew any Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy in effect on the Closing Date that is required
to be kept in force under this Agreement unless a replacement Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy for such canceled
or nonrenewed policy is obtained from and maintained with a Qualified Insurer.
The Company shall not take any action which would result in non-coverage under
any applicable Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Company would
have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the
Company shall promptly notify the insurer under the related Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such
policy and shall take all actions which may be required by such insurer as a
condition to the continuation of coverage under the Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy. If such Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy is terminated as a
result of such assumption or substitution of liability, the Company shall obtain
a replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to
prepare and present, on behalf of itself and the Purchaser, claims to the
insurer under any Private Mortgage Insurance Policy in a timely fashion in
accordance with the terms of such Primar5' Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy and, in this regard, to take such action as
shall be necessary to permit recovery under any Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy respecting a defaulted
Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company
under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance
Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.
The Company may transfer the Custodial Account or the Escrow Account to
a different Eligible Account from time to time. Such transfer shall be made only
upon obtaining the prior written consent of the Purchaser, which consent will
not be unreasonably withheld.
Section 4.10 Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan fire
and hazard insurance with extended coverage as is acceptable to Fannie Mae or
FHLMC and customary in the area where the Mortgaged Property is located in an
amount which is equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan or (ii) the greater of the outstanding
principal balance of the Mortgage Loan, and (b) an amount such that the proceeds
thereof shall be sufficient to prevent the Mortgagor and/or the mortgagee from
becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973,
as amended, each Mortgage Loan shall be covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration in effect with an insurance carrier acceptable to Fannie Mae or
FHLMC, in an amount representing coverage not less than the least of (i) the
outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
value of the improvements securing such Mortgage Loan or (iii) the maximum
amount of insurance which is available under the Flood Disaster Protection Act
of 1973, as amended. If at any time during the term of the Mortgage Loan, the
Company determines in accordance with applicable law and pursuant to the Fannie
Mae Guides that a Mortgaged Property is located in a special flood hazard area
and is not covered by flood insurance or is covered in an amount less than the
amount required by the Flood Disaster Protection Act of 1973, as amended, the
Company shall notify the related Mortgagor that the Mortgagor must obtain such
flood insurance coverage, and if said Mortgagor fails to obtain the required
flood insurance coverage within forty-five (45) days after such notification,
the Company. shall immediately force place the required flood insurance on the
Mortgagor's behalf. The Company shall also maintain on each REO Property, fire
and hazard insurance with extended coverage in an amount which is at least equal
to the maximum insurable value of the improvements which are a part of such
property, and, to the extent required and available under the Flood Disaster
Protection Act of 1973, as amended, flood insurance in an amount as provided
above. Any amounts collected by the Company under any such policies other than
amounts to be deposited in the Escrow Account and applied to the restoration or
repair of the Mortgaged Property or REO Property, or released to the Mortgagor
in accordance with Accepted Servicing Practices, shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required by the
Company of the Mortgagor or maintained on property acquired in respect of the
Mortgage Loan, other than pursuant to this Agreement, the Fannie Mae Guides or
such applicable state or federal laws and regulations as shall at any time be in
force and as shall require such additional insurance. All such policies shall be
endorsed with standard mortgagee clauses with loss payable to the Company and
its successors and/or assigns and shall provide for at least thirty days prior
written notice of any cancellation, reduction in the amount or material change
in coverage to the Company. The Company shall not interfere with the Mortgagor's
freedom of choice in selecting either his insurance carrier or agent, provided,
however, that the Company shall not accept any such insurance policies from
insurance companies unless such companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket
policy issued by a Qualified Insurer insuring against hazard losses on all of
the Mortgage Loans, then, to the extent such policy provides coverage in an
amount equal to the amount required pursuant to Section 4.10 and otherwise
complies with all other requirements of Section 4.10, it shall conclusively be
deemed to have satisfied its obligations as set forth in Section 4.10, it being
understood and agreed that such policy may contain a deductible clause, in which
case the Company shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy complying with
Section 4.10, and there shall have been a loss which would have been covered by
such policy, deposit in the Custodial Account the amount not otherwise payable
under the blanket policy because of such deductible clause. In connection with
its activities as servicer of the Mortgage Loans, the Company agrees to prepare
and present, on behalf of the Purchaser, claims under any such blanket policy in
a timely fashion in accordance with the terms of such policy. Upon request of
the Purchaser, the Company shall cause to be delivered to the Purchaser a
certified true copy of such policy and shall use its best efforts to obtain a
statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice
to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.
The Company shall maintain, at its own expense, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage, with
responsible companies on all officers, employees or other persons acting in any
capacity with regard to the Mortgage Loan ta handle funds, money, documents and
papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company
against losses, including forgery, theft, embezzlement and fraud of such
persons. The errors and omissions insurance shall protect and insure the Company
against losses arising out of errors and omissions and negligent acts of such
persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance
policies required pursuant to this Agreement and the release or satisfaction of
a Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond
or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon
request by the Purchaser, the Company shall deliver to the Purchaser a
certificate from the surety and the insurer as to the existence of the Fidelity
Bond and errors and omissions insurance policy and shall obtain a statement from
the surety and the insurer that such Fidelity Bond or insurance policy shall in
no event be terminated or materially modified without thirty (30) days' prior
written notice to the Purchaser. The Company shall notify the Purchaser within
five (5) business days.of receipt of notice that such Fidelity Bond or insurance
policy will be, or has been, materially modified or terminated. The Purchaser
(or any party having the status of Purchaser hereunder) and any subsidiary
thereof and their successors or assigns as their interests may appear must be
named as loss payees on the Fidelity Bond and as additional insured on the
errors and omissions policy. Upon request by Purchaser, Company shall provide
Purchaser with an insurance certificate certifying coverage under this Section
4.12, and will provide an update to such certificate upon request, or upon
renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Purchaser or its designee, or in the event the
Purchaser or its designee is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be adversely
affected under the "doing business" or tax laws of such state by so holding
title, the deed or certificate of sale shall be taken in the name of such Person
or Persons as shall be consistent with an opinion of counsel obtained by the
Company from an attorney duly licensed to practice law in the state where the
REO Property is located. Any Person or Persons holding such title other than the
Purchaser shall acknowledge in writing that such title is being held as nominee
for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie
Mae Guides of each acquisition of REO Property upon such acquisition (and, in
any event, shall provide notice of the consummation of any foreclosure sale
within three (3) Business Days of the date Company receives notice of such
consummation), together with a copy of the drive by appraisal or brokers price
opinion of the Mortgaged Property obtained in connection with such acquisition,
and thereafter assume the responsibility for marketing such REO property in
accordance with Accepted Servicing Practices. Thereafter, the Company shall
continue to provide certain administrative services to the Purchaser relating to
such REO Property as set forth in this Section 4.13. No Servicing Fee shall be
assessed or otherwise accrue on any REO Property from and after the date on
which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the
Company, and in accordance with the Fannie Mae Guides manage, conserve, protect
and operate each REO Property in the same manner that it manages, conserves,
protects and operates other foreclosed property for its own account, and in the
same manner that similar property in the same locality as the REO Property is
managed. The Company shall cause each REO Property to be inspected promptly upon
the acquisition of title thereto and shall cause each REO Property to be
inspected at least monthly thereafter or more frequently as required by the
circumstances. The Company shall make or cause to be made a written report of
each such inspection. Such reports shall be retained in the Mortgage File and
copies thereof shall be forwarded by the Company to the Purchaser.
The Company shall use its best efforts to dispose of the REO Property
as soon as possible and shall sell such REO Property in any event within one
year after title has been taken to such REO Property, unless the Company
determines, and gives an appropriate notice to the Purchaser to such effect,
that a longer period is necessary for the orderly liquidation of such REO
Property. If a longer period than one (1) year is permitted under the foregoing
sentence and is necessary to sell any REO Property, the Company shall report
monthly to the Purchaser as to the progress being made in selling such REO
Property. No REO Property shall be marketed for less than the Appraised Value,
withOut the prior consent of Purchaser. No REO Property shall be sold for less
than ninety five percent (95%) of its Appraised Value, without the prior consent
of Purchaser. All requests for reimbursement of Servicing Advances shall be in
accordance with the Fannie Mae Guides. The disposition of REO Property shall be
carried out by the Company at such price, and upon such terms and conditions, as
the Company deems to be in the best interests of the Purchaser (subject to the
above conditions) only with the prior written consent of the Purchaser. Company
shall provide monthly reports to Purchaser in reference to the status of the
marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the
Purchaser may, at the Purchaser's sole option, terminate the Company as servicer
of any such REO Property without payment of any termination fee with respect
thereto, provided that the Company shall on the date said termination takes
effect be reimbursed for any unreimbursed advances of the Company's funds made
pursuant to Section 5.03 and any unreimbursed Servicing Advances and Servicing
Fees in each case relating to the Mortgage Loan underlying such REO Property
notwithstanding anything to the contrary set forth in Section 4.05. In the event
of any such termination, the provisions of Section 11.01 hereof shall apply to
said termination and the transfer of servicing responsibilities with respect to
such REO Property to the Purchaser or its designee. Within five Business Days of
any such termination, the Company shall, if necessary convey such property to
the Purchaser and shall further provide the Purchaser with the following
information regarding the subject REO Property: the related drive by appraisal
or brokers price opinion, and copies of any related Mortgage Impairment
Insurance Policy claims. In addition, within five Business Days, the Company
shall provide the Purchaser with the following information and documents
regarding the subject REO Property: the related trustee's deed upon sale and
copies of any related hazard insurance claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and
deliver to the Mortgagor any and all necessary notices required under applicable
law and the ternis of the related Mortgage Note and Mortgage regarding the
maturity date if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer
of immediately available funds to the Purchaser (i) all amounts credited to the
Custodial Account as of the close of business on the preceding Determination
Date, net of charges against or withdrawals from the Custodial Account pursuant
to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the
Mortgage Loan Remittance Rate on any Principal Prepayment from the date of such
Principal Prepayment through the end of the month for which disbursement is made
provided that the Company's obligation as to payment of such interest shall be
limited to the Servicing Fee earned during the month of the distribution, minus
(iv) any amounts attributable to Monthly Payments collected but due on a Due
Date or Dates subsequent to the preceding Determination Date, which amounts
shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on
the first Remittance Date with respect to Mortgage Loans purchased pursuant to
the related Term Sheet is to include principal collected after the Cut-off Date
through the preceding Determination Date plus interest, adjusted to the Mortgage
Loan Remittance Rate collected through such Determination Date exclusive of any
portion thereof allocable to the period prior to the Cut-off Date, with the
adjustments specified in clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the
Remittance Date, the Company shall pay to the Purchaser interest on any such
late payment at an annual rate equal to the Prime Rate, adjusted as of the date
of each change, plus three (3) percentage points, but in no event greater than
the maximum amount permitted by applicable law. Such interest shall cover the
period commencing with the day following the Business Day such payment was due
and ending with the Business Day on which such payment i made to the Purchaser,
both inclusive. The payment by the Company of any such interest shall not be
deemed an extension of time for payment or a waiver of any Event of Default by
the Company. On each Remittance Date, the Company shall provide a remittance
report detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.
The Company shall furnish to Purchaser an individual loan accounting
report, as of the last Business Day of each month, in the Company's assigned
loan number order to document Mortgage Loan payment activity on an individual
Mortgage Loan basis. With respect to each month, the corresponding individual
loan accounting report shall be received by the Purchaser no later than the
fifth Business Day of the following month on a disk or tape or other
computer-readable format in such format as may be mutually agreed upon by both
Purchaser and Company, and no later than the fifth Business Day of the following
month in hard copy, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance
allocable to principal (including a separate breakdown of any Principal
Prepayment, including the date of such prepayment, and any prepayment penalties
or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such
remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company
during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the
prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of
Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days
or more; (b) as to which foreclosure has commenced; and (c) as to which REO
Property has been acquired; and The Company shall also provide a trial balance,
sorted in Purchaser's assigned loan number order, in the form of Exhibit B
hereto, with each such Report.
The Company shall prepare and file any and all information statements
or other filings required to be delivered to any governmental taxing authority
or to Purchaser pursuant to any applicable law with respect to the Mortgage
Loans and the transactions contemplated hereby. In addition, the Company shall
provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser
may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each
calendar year, the Company shall furnish to each Person who was a Purchaser at
any time during such calendar year an annual statement in accordance with the
requirements of applicable federal income tax law as to the aggregate of
remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each
Remittance Date, the Company shall deposit in the Custodial Account an amount
equal to all payments not previously advanced by the Company, whether or not
deferred pursuant to Section 4.01, of principal (due after the Cut-off Date) and
interest not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent
at the close of business on the related Determination Date.
The Company's obligation to make such Monthly Advances as to any
Mortgage Loan will continue through the last Monthly Payment due prior to the
payment in full of the Mortgage Loan, or through the Remittance Date prior to
the date on which the Mortgaged Property liquidates (including Insurance
Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be a
Nonrecoverable Advance. In such event, the Company shall deliver to the
Purchaser an Officer's Certificate of the Company to the effect that an officer
of the Company has reviewed the related Mortgage File and has made the
reasonable determination that any additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition
thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure, the Company
shall submit to the Purchaser a liquidation report with respect to such
Mortgaged Property in a form mutually acceptable to Company and Purchaser. The
Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require. V
Section 5.05 Prepayment Interest Shortfalls.
Not later than the close of business on the Business Day preceding each
Remittance Date in the month following the related Prepayment Period, the
Company shall deposit in the Custodial Account an amount equal to any Prepayment
Interest Shortfalls with respect to such Prepayment Period, which in the
aggregate shall not exceed the Company's aggregate Servicing Fee received with
respect to the related Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Company will, to the extent it has knowledge of any conveyance or
prospective conveyance by any Mortgagor of the Mortgaged Property (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale clause to the extent permitted by law; provided, however, that the
Company shall not exercise any such rights if prohibited by law or the terms of
the Mortgage Note from doing so or if the exercise of such rights would impair
or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy, if any. If the Company
reasonably believes it is unable under applicable law to enforce such
due-on-sale" clause, the Company, with the approval of the Purchaser, will enter
into an assumption agreement with the person to whom the Mortgaged Property has
been conveyed or is proposed to be conveyed, pursuant to which such person
becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. Where an assumption
is allowed pursuant to this Section 6.01, the Company, with the prior consent of
the Purchaser and the primary mortgage insurer, if any, is authorized to enter
into a substitution of liability agreement with the person to whom the Mortgaged
Property has been conveyed or is proposed to be conveyed pursuant to which the
original mortgagor is released from liability and such Person is substituted as
mortgagor and becomes liable under the related Mortgage Note. Any such
substitution of liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability,
the Company shall follow the underwriting practices and procedures of the
Company. With respect to an assumption or substitution of liability, the
Mortgage Interest Rate borne by the related Mortgage Note, the amount of the
Monthly Payment and the maturity date may not be changed (except pursuant to the
terms of the Mortgage Note). If the credit of the proposed transferee does not
meet such underwriting criteria, the Company diligently shall, to the extent
permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate
the maturity of the Mortgage Loan. The Company shall notif' the Purchaser that
any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability
or assumption agreement, which document shall be added to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other
provision of this Agreement, the Company shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or any assumption which the
Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a
sale of the Mortgaged Property subject to the Mortgage that is not accompanied
by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage
Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the
Company of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Company will immediately notif' the Purchaser
by a certification, which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section
4.04 have been or will be so deposited, of a Servicing Officer and shall request
delivery to it of the portion of the Mortgage File held by the Purchaser. The
Purchaser shall no later than five Business Days after receipt of such
certification and request, release or cause to be released to the Company, the
related Mortgage Loan Documents and, upon its receipt of such documents, the
Company shall promptly prepare and deliver to the Purchaser the requisite
satisfaction or release. No later than five (5) Business Days following its
receipt of such satisfaction or release, the Purchaser shall deliver, or cause
to be delivered, to the Company the release or satisfaction properly executed by
the owner of record of the applicable mortgage or its duly appointed attorney in
fact. No expense incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without
having obtained payment in full of the indebtedness secured by the Mortgage or
should it otherwise prejudice any right the Purchaser may have under the
mortgage instruments, the Company, upon written demand, shall remit within two
(2) Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company
shall maintain the Fidelity Bond and errors and omissions insurance insuring the
Company against any loss it may sustain with respect to any Mortgage Loan not
satisfied in accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure
of the Mortgage Loan, including for the purpose of collection under any Primary
Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, the
Purchaser shall, upon request of the Company and delivery to the Purchaser of a
servicing receipt signed by a Servicing Officer, release the portion of the
Mortgage File held by the Purchaser to the Company. Such servicing receipt shall
obligate the Company to return the related Mortgage documents to the Purchaser
when the need therefor by the Company no longer exists, unless the Mortgage Loan
has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Custodial Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Company has delivered to the Purchaser a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated, the servicing
receipt shall be released by the Purchaser to the Company. I
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be
entitled to withdraw from the Custodial Account (to the extent of interest
payments collected on the Mortgage Loans) or to retain from interest payments
collected on the Mortgage Loans, the amounts provided for as the Company's
Servicing Fee, subject to payment of compensating interest on Principal
Prepayments as capped by the Servicing Fee pursuant to Section 5.01 (iii).
Additional servicing compensation in the form of assumption fees, as provided in
Section 6.01, and late payment charges or otherwise shall be retained by the
Company to the extent not required to be deposited in the Custodial Account. No
Servicing Fee shall be payable in connection with partial Monthly Payments. The
Company shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.
The Company will deliver to the Purchaser not later than February 28ih
of each year, beginning February 28, 2005, an executed Officers' Certificate
acceptable to the Purchaser stating, as to each signatory thereof, that (i) a
review of the activities of the Company during the preceding calendar year and
of performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on such
review, the Company has fulfilled all of its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officers and the
nature and status of cure provisions thereof. Such Officers' Certificate shall
contain no restrictions or limitations on its use. Copies of such statement
shall be provided by the Company to the Purchaser upon request.
If the Company cannot deliver the related Officers' Certificate by
February 28th of such year, the Purchaser, at its sole option, may permit a cure
period for the Company to deliver such Officers' Certificate, but in no event
later than March 15th of such year.
Failure of the Company to timely comply with this Section 6.05 shall be
deemed an Event of Default, automatically, without notice and without any cure
period, and Purchaser may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Company for the same, as
provided in Section 9.01. Such termination shall be considered with cause
pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Section 6.05 Annual Independent Certified Public Accountants'
Servicing Report.
The Company, at its expense and not later than February 28th of each
year, beginning February 28, 2005, shall cause a firm of independent public
accountants which is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Purchaser acceptable to the Purchaser
to the effect that such firm has examined certain documents and records relating
to the Company's servicing of mortgage loans of the same type as the Mortgage
Loans pursuant to servicing agreements substantially similar to this Agreement,
which agreements may include this Agreement, and that, on the basis of such an
examination, conducted substantially in the uniform single audit program for
mortgage bankers, such firm is of the opinion that the Company's servicing has
been conducted in compliance with the agreements examined pursuant to this
Section 6.05, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such
statement. Such statement shall contain no restrictions or limitations on its
use. Copies of such statement shall be provided by the Company to the Purchaser.
In addition, on an annual basis, Company shall provide Purchaser with copies of
its audited financial statements.
If the Company cannot deliver the related statement by February 28Ui of
such year, the Purchaser, at its sole option, may permit a cure period for the
Company to deliver such statement, but in no event later than March 15th of such
year.
Failure of the Company to timely comply with this Section 6.05 shall be
deemed an Event of Default, automatically, without notice and without any cure
period, and Purchaser may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Company for the same, as
provided in Section 9.01. Such termination shall be considered with cause
pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable
notice to the Company, during business hours or at such other times as might be
reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of the Company, or held by another for the
Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this
Agreement.
The Company shall provide to the Purchaser and any supervisory agents
or examiners representing a state or federal governmental agency having
jurisdiction over the Purchaser, including but not limited to OTS, FDIC and
other similar entities, access to any documentation regarding the Mortgage Loans
in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable
request, during normal business hours and at the offices of the Company, and in
accordance with the FDIC, OTS, or any other similar federal or state
regulations, as applicable.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably
Required.
The Company shall furnish to the Purchaser during the term of this
Agreement, such periodic, special or other reports, information or
documentation, whether or not provided for herein, as shall be necessary,
reasonable or appropriate in respect to the Purchaser, or otherwise in respect
to the Mortgage Loans and the performance of the Company under this Agreement,
including any reports, information or documentation reasonably required to
comply with any regulations regarding any supervisory agents or examiners of the
Purchaser all such reports or information to be as provided by and in accordance
with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Company under
this Agreement. The Company agrees to execute and deliver all such instruments
and take all such action as the Purchaser, from time to time, may reasonably
request in order to effectuate the purpose and to carry out the terms of this
Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make
available to a prospective purchaser audited financial statements of the Company
for the most recently completed two (2) fiscal years for which such statements
are available, as well as a Consolidated Statement of Condition at the end of
the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to
the Purchaser or a prospective purchaser copies of the statements specified
above.
The Company shall make reasonably available to the Purchaser or any
prospective Purchaser a knowledgeable financial or accounting officer for the
purpose of answering questions and to permit any prospective purchaser to
inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage
Loans as provided in this Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01 Indemnification; Third Party Claims.
The Company agrees to indemnify the Purchaser and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Purchaser may sustain in any way related to the failure of the Company
to observe and perform its duties, obligations, covenants, and agreements to
service the Mortgage Loans in strict compliance with the terms of this
Agreement. The Company agrees to indemnify the Purchaser and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Purchaser may sustain in any way from any claim, demand, defense or
assertion based on or grounded upon, or resulting from any assertion based on,
grounded upon or resulting from a breach or alleged breach of any of the
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
The Company shall immediately notify the Purchaser if a claim is made by a third
party against Company with respect to this Agreement or the Mortgage Loans,
assume (with the consent of the Purchaser) the defense of any such claim and pay
all expenses in connection therewith, including counsel fees, whether or not
such claim is settled prior to judgment, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or the Purchaser in
respect of such claim. The Company shall follow any written instructions
received from the Purchaser in connection with such claim. The Purchaser shall
promptly reimburse the Company for all amounts advanced by it pursuant to the
two preceding sentences except when the claim relates to the failure of the
Company to service and administer the Mortgages in strict compliance with the
terms of this Agreement, the breach of representation or warranty set forth in
Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of
Company. The provisions of this Section 8.01 shall survive termination of this
Agreement.
Section 8.02 Merger or Consolidation of the Company.
The Company will keep in full effect its existence, rights and
franchises as a corporation under the laws of the state of its incorporation
except as permitted herein, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Company shall be a party, or any Person succeeding to the business of the
Company whether or not related to loan servicing, shall be the successor of the
Company hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person shall
be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii)
the deposits of which are insured by the FDIC, SA]F and/or BIF, and which is a
HUB-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FFILMC approved
seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the
Company shall be under any liability to the Purchaser for any action taken or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment made in good faith; provided, however, that
this provision shall not protect the Company or any such person against any
breach of warranties or representations made herein, or failure to perform its
obligations in strict compliance with any standard of care set forth in this
Agreement, or any liability which would otherwise be imposed by reason of
negligence, bad faith or willful misconduct, or any breach of the terms and
conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by the Purchaser respecting any matters arising
hereunder. The Company shall not be under any obligation to appear in, prosecute
or defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its reasonable
opinion may involve it in any expenses r liability; provided, however, that the
Company may, with the consent of the Purchaser, undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto. In such event, the reasonable legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities for which the Purchaser will be liable, and the
Company shall be entitled to be reimbursed therefor from the Purchaser upon
written demand.
Section 8.04 Company Not to Assign or Resign.
The Company shall not assign this Agreement or resign from the
obligations and duties hereby imposedo on it except by mutual consent of the
Company and the Purchaser or upon the determination that its duties hereunder
are no longer permissible under applicable law and such incapacity cannot be
cured by the Company. Any such determination permitting the resignation of the
Company shall be evidenced by an Opinion of Counsel to such effect delivered to
the Purchaser which Opinion of Counsel shall be in form and substance acceptable
to the Purchaser. No such resignation shall become effective until a successor
shall have assumed the Company's responsibilities and obligations hereunder in
the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage
Loans hereunder, the Company acknowledges that the Purchaser has acted in
reliance upon the Company's independent status, the adequacy of its servicing
facilities, plan, personnel, records and procedures, its integrity, reputation
and fmancial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this
Agreement or the servicing hereunder or delegate its rights or duties hereunder
or any portion thereof, or sell or otherwise dispose of all or substantially all
of its property or assets, without the prior written approval of the Purchaser,
which consent shall be granted or withheld in the Purchaser's sole discretion.
Without in any way limiting the generality of this Section 8.05, in the
event that the Company either shall assign this Agreement or the servicing
responsibilities hereunder or delegate its duties hereunder or any portion
thereof without (i) satisf'ing the requirements set forth herein or (ii) the
prior written consent of the Purchaser, then the Purchaser shall have the right
to terminate this Agreement, without any payment of any penalty or damages and
without any liability whatsoever to the Company (other than with respect to
accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or
any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company
shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in
any material respect any other of the covenants or agreements on the part of the
Company set forth in this Agreement which continues unremedied for a period of
thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by the
Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the winding- up or
liquidation of its affairs, shall have been entered against the Company and such
decree or order shall have remained in force undischarged or unstayed for a
period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, bankruptcy, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Company or of or relating to all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a
mortgage loan seller or servicer for more than thirty days; or
(vii) the Company attempts to assign its right to servicing
compensation hereunder or the Company attempts, without the consent of the
Purchaser, to sell or otherwise dispose of all or substantially all of its
property or assets or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion thereof or
(viii) the Company ceases to be (a) licensed to service first lien
residential mortgage loans in any jurisdiction in which a Mortgaged Property is
located and such licensing is required, and (b) qualified to transact business
in any jurisdiction where it is currently so qualified, but only to the extent
such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in
the last sentence of Section 8.02.
Then, and in each and every such case, so long as an Event of Default
shall not have been remedied, the Purchaser, by notice in writing to the Company
(except in the case of an Event of Default under clauses (iii), (iv) or (v)
above, in which case, automatically and without notice) Company may, in addition
to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at
law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Company under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same. On or after the receipt by the Company of
such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all
authority and power of the Company under this Agreement, whether with respect to
the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from the Purchaser,
the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise, at the Company's sole expense. The Company agrees to cooperate with
the Purchaser and such successor in effecting the termination of the Company's
responsibilities and rights hereunder, including, without limitation, the
transfer to. such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to the Custodial Account or Escrow
Account or thereafter received with respect to the Mortgage Loans or any REO
Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the
Company in the performance of its obligations hereunder and its consequences.
Upon any such waiver of a past default, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent
expressly so waived in writing.
ARTICLE X
TERIV11NATION
Section 10.01 Termination.
The respective obligations and responsibilities of the Company shall
terminate upon: (i) the later of the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and the disposition of
all remaining REO Property and the remittance of all funds due hereunder; or
(ii) by mutual consent of the Company and the Purchaser in writing; or (iii)
termination with cause under the tenns of this Agreement.
Section 10.02 Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the Company
may have hereunder, without cause, upon no less than 90 days written notice. Any
such notice of termination shall be in writing and delivered to the Company as
provided in Section 11.05 of this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under
this Agreement pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the
Purchaser shall (i) succeed to and assume all of the Company's responsibilities,
rights, duties and obligations under this Agreement, or (ii) appoint a successor
having the characteristics set forth in Section 8.02 hereof and which shall
succeed to all rights and assume all of the responsibilities, duties and
liabilities of the Company under this Agreement prior to the termination of
Company's responsibilities, duties and liabilities under this Agreement. In
connection with such appointment and assumption, the Purchaser may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as the Purchaser and such successor shall agree. In the event that the
Company's duties, responsibilities and liabilities under this Agreement should
be terminated pursuant to the aforementioned Sections, the Company shall
discharge such duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective date thereof with the
same degree of diligence and prudence which it is obligated to exercise under
this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or
removal of Company pursuant to the aforementioned Sections shall not become
effective until a successor shall be appointed pursuant to this Section and
shall in no event relieve the Company of the representations and warranties made
pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the
Purchaser thereunder and under Section 8.01, it being understood and agreed that
the provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to
the Company notwithstanding any such resignation or termination of the Company,
or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Company and to the Purchaser an instrument accepting such
appointment, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to
Section 4.13, 8.04, 9.01 or 10.01 shall not affect any claims that the Purchaser
may have against the Company arising prior to any such termination or
resignation.
The Company shall promptly deliver to the successor the funds in the
Custodial Account and the Escrow Account and the Mortgage Files and related
documents and statements held by it hereunder and the Company shall account for
all funds. The Company shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest
and confirm in the successor all such rights, powers, duties, responsibilities,
obligations and liabilities of the Company. The successor shall make
arrangements as it may deem appropriate to reimburse the Company for unrecovered
Servicing Advances which the successor retains hereunder and which would
otherwise have been recovered by the Company pursuant to this Agreement but for
the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall
notify by mail the Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Company at
the Companyts expense on direction of the Purchaser accompanied by an opinion of
counsel to the effect that such recordation materially and beneficially affects
the interest of the Purchaser or is necessary for the administration or
servicing of the Mortgage Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and
construed in accordance with the laws of the State of New York except to the
extent preempted by Federal law. The obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required
hereunder shall be in writing and shall be deemed conclusively to have been
given if personally delivered at or mailed by registered mail, postage prepaid,
and return receipt requested or certified mail, return receipt requested, or
transmitted by telex, telegraph or telecopier and confirmed by a similar mailed
writing, as follows:
(i) if to the Company:
Savannah Bank NA dba Harbourside Mortgage Corporation
23-B Shelter Cove Land
Hilton Head, South Carolina 29928
Attn.: Richard Gillette
Email: Richard.Gillette@harboursideus.com
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York 10179
Attention: Mary Haggerty
or such other address as may hereafter be furnished to the other party by like
notice. Any such demand, notice or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and
the related Term Sheet which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law that prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in good
faith, to develop a structure the economic effect of which is nearly as possible
the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part
hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to
them in this Agreement and include the plural as well as the singular, and the
use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections" Subsections",
"Paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions of
this Agreement;
(iv) a reference to a Subsection without further reference to a Section
is a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision;
(vi) the term "include" or "including" shall mean without limitation by
reason of enumeration; and
(vii) headings of the Articles and Sections in this Agreement are for
reference purposes only and shall not be deemed to have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without
limitation, (i) consents, waivers and modifications which may hereafter be
executed, (ii) documents received by any party at the closing, and (iii)
fmancial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may
become privy to nonpublic information regarding the financial condition,
operations and prospects of the other party. Each party agrees to keep all
non-public information regarding the other party strictly confidential, and to
use all such information solely in order to effectuate the purpose of the
Agreement, provided that each party may provide confidential information to its
employees, agents and affiliates who have a need to know such information in
order to effectuate the transaction, provided further that such information is
identified as confidential non-public information. In addition, confidential
information may be provided to a regulatory authority with supervisory power
over Purchaser, provided such information is identified as confidential
non-public information.
Notwithstanding other provisions of this Section 11.10 or any other
express or implied agreement, arrangement, or understanding to the contrary, the
Company and Purchaser (the "Parties") agree that the Parties (and their
employees, representatives and other agents) may disclose to any and all
persons, without limitation of any kind from the commencement of discussions,
the purported or claimed U.S. federal income tax treatment of the purchase of
the Mortgage Loans and related transactions covered by this letter agreement
("tax treatment") and any fact that may be relevant to understanding the tax
treatment ("tax structure") and all materials of any kind (including opinions or
other tax analyses) that are provided to the Parties relating to such tax
treatment and tax structure, except where confidentiality is reasonably
necessary to comply with securities laws.
The Company agrees that the Company (i) shall comply with any
applicable laws and regulations regarding the privacy and security of Consumer
Information including, but not limited to the Gramm-Leach-Bliley Act, Title V,
Subtitle A, 15 U.S.C. ss. 6801 et seq., (ii) shall not use Consumer Information
in any manner inconsistent with any applicable laws and regulations regarding
the privacy and security of Consumer Information, (iii) shall not disclose
Consumer Information to third parties except at the specific written direction
of the Purchaser, (iv) shall maintain adequate physical, technical and
administrative safeguards to protect Consumer Information from unauthorized
access as provided by the applicable laws and regulations, and (v) shall
immediately notify the Purchaser of any actual or suspected breach of the
confidentiality of Consumer Information that would' have a material and adverse
effect on the Purchaser.
The Company agrees that the Company shall indemnify, defend and hold
the Purchaser harmless from and against any loss, claim or liability the
Purchaser may suffer by reason of the Company's failure to perform the
obligations set forth in this Section 11.10.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by and at
the Company's expense in the event recordation is either necessary under
applicable law or requested by the Purchaser at its sole option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company,
to assign, in whole or in part, its interest under this Agreement with respect
to some or all of the Mortgage Loans, and designate any person to exercise any
rights of the Purchaser hereunder, by executing an Assignment and Assumption
Agreement substantially in the form of Exhibit D hereto and the assignee or
designee shall accede to the rights and obligations hereunder of the Purchaser
with respect to such Mortgage Loans. In no event shall Purchaser sell a partial
interest in any Mortgage Loan without the written consent of Company, which
consent shall not be unreasonably denied. All references to the Purchaser in
this Agreement shall be deemed to include its assignee or designee. The Company
shall have the right, only with the consent of the Purchaser or otherwise in
accordance with this Agreement, to assign, in whole or in part, its interest
under this Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a
co-partnership or joint venture between the parties hereto and the services of
the Company shall be rendered as an independent contractor and not as agent for
Purchaser.
Section 11.14 Signature Pages/Counterpartsz Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party
(i) in one or more fully executed copies, each of which shall constitute a fully
executed original Agreement, and/or (ii) in counterparts having one or more
original signatures, and all such counterparts containing the original
signatures of all of the parties hereto taken together shall constitute a fully
executed original Agreement or Term Sheet, as applicable, and/or (iii) by
delivery of one or more original signed signature pages to the other parties
hereto (x) by mail or courier, and/or (y) by electronic transmission, including
without limitation by telecopier, facsimile or email of a scanned image
("Electronic Transmission"), each of which as received shall constitute for all
purposes an executed original signature page of such party. The Purchaser may
deliver a copy of this Agreement and/or any Term Sheet, fully executed as
provided herein, to each other party hereto by mail and/or courier and/or
Electronic Transmission, and such copy as so delivered shall constitute a fully
executed original Agreement or Term Sheet, as applicable, superseding any prior
form of the Agreement or Term Sheet, as applicable, that differs therefrom in
any respect. This Agreement shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successor and assigns.
Section 11.15 Entire Agreement.
The Company acknowledges that no representations, agreements or
promises were made to the Company by the Purchaser or any of its employees other
than those representations, agreements or promises specifically contained herein
and in the Confirmation. The Confirmation and this Agreement and the related
Term Sheet sets forth the entire understanding between the parties hereto;
provided, however, only this Agreement and the related Term Sheet shall be
binding upon all successors of both parties. In the event of any inconsistency
between the Confirmation and this Agreement, this Agreement and the related Term
Sheet shall control.
Section 11.16 No Solicitation.
From and after the Closing Date, the Company agrees that it will not
take any action or permit or cause any action to be taken by any of its agents
or affiliates, to personally, by telephone or mail, solicit the borrower or
obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in
part, without the prior written consent of the Purchaser. Notwithstanding the
foregoing, it is understood and agreed that (i) promotions undertaken by the
Company or any affiliate of the Company which are directed to the general public
at large, or segments thereof, provided that no segment shall consist primarily
of the Mortgage Loans, including, without limitation, mass mailing based on
commercially acquired mailing lists, newspaper, radio and television
advertisements and (ii) responses to unsolicited requests or inquiries made by a
Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under
this Section 11.16. This Section 11.16 shall not be deemed to preclude the
Company or any of its affiliates from soliciting any Mortgagor for any other
financial products or services. The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate
of the Company.
Section 11.17 Closing.
The closing for the purchase and sale of the Mortgage Loans shall take
place on the related Closing Date. The closing shall be either: by telephone,
confirmed by letter or wire as the parties shall agree, or conducted in person,
at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the related
Closing Date shall be subject to each of the following conditions:
(a) at least one (1) Business Day prior to the related Closing Date,
the Company shall deliver to the Purchaser a magnetic diskette, or transmit by
modem, a listing on a loan-level basis of the information contained in the
related Mortgage Loan Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this
Agreement shall be materially true and correct as of the related Closing Date
and no event shall have occurred which, with notice or the passage of time,
would constitute a material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys
shall have received in escrow, all documents required pursuant to this
Agreement, the related Term Sheet, an opinion of counsel and an officer's
certificate, all in such forms as are agreed upon and acceptable to the
Purchaser, duly executed by all signatories other than the Purchaser as required
pursuant to the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or
its designee) on or prior to the related Closing Date all documents required
pursuant to the terms of this Agreement and the related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term
Sheet and the Confirmation shall have been materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the
Company on the related Closing Date the Purchase Price, plus accrued interest
pursuant to Section 2.02 of this Agreement, by wire transfer of immediately
available funds to the account designated by the Company.
Section 11.18 Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of
the Mortgage Loans, on or after the related Closing Date, on one or more dates
(each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans
then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan
transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or
more pass-through transfers (each, a "Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among
the Purchaser, the Company, and any servicer in connection with a Whole Loan
Transfer, an Assignment, Assumption and Recognition Agreement substantially in
the form of Exhibit .D hereto, or, at Purchaser's request, a seller's warranties
and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in
connection with a Pass-Through Transfer, a pooling and servicing agreement in
form and substance reasonably acceptable to the parties, (collectively the
agreements referred to herein are designated, the "Reconstitution Agreements").
It is understood that any such Reconstitution Agreements will not contain any
greater obligations on the part of Company than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer
entered into by the Purchaser, the Company agrees (1) to cooperate fully with
the Purchaser and any prospective purchaser with respect to all reasonable
requests and due diligence procedures; (2) to execute, deliver and perform all
Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement
or closing date in connection with such Reconstitution (each, a Reconstitution
Dat&'). In that connection, the Company shall provide to such servicer or
issuer, as the case may be, and any other participants in such Reconstitution:
(i) any and all information (including servicing portfolio information) and
appropriate verification of information (including servicing portfolio
information) which may be reasonably available to the Company, whether through
letters of its auditors and counsel or otherwise, as the Purchaser or any such
other participant shall request upon reasonable demand; and (ii) such additional
representations, warranties, covenants, opinions of counsel, letters from
auditors, and certificates of public officials or officers of the Company as are
reasonably agreed upon by the Company and the Purchaser or any such other
participant. In connection with each Pass-Through Transfer, the Company agrees
to provide reasonable and customary indemnification to the Purchaser and its
affilates for disclosure contained in any offering document relating to the
Company or its affilates, the Mortgage Loans and the underwriting standards of
the Mortgage Loans. The Purchaser shall be responsible for the costs relating to
the delivery of such information.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution
shall remain subject to, and serviced in accordance with the terms of, this
Agreement and the related Term Sheet, and with respect thereto this Agreement
and the related Term Sheet shall remain in full force and effect.
Section 11.19 Monthly Reporting with Respect to a Reconstitution.
As long as the Company continues to service Mortgage Loans, the Company
agrees that with respect to any Mortgage Loan sold or transferred pursuant to a
Reconstitution as described in Section 11.18 of this Agreement (a "Reconstituted
Mortgage Loan"), the Company, at its expense, shall provide the Purchaser with
the information set forth in Exhibit J attached hereto for each Reconstituted
Mortgage Loan in Excel or such electronic delimited file format as may be
mutually agreed upon by both Purchaser and Company. Such information shall be
provided monthly for all Reconstituted Mortgage Loans on the fifth (5th)
Business Day of each month for the immediately preceding monthly period, and
shall be transmitted to fast.data@bear.com.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By: ________________________________
Name:
Title:
SAVANNAH BANK, NA DBA HARBOURSIDE MORTGAGE CORPORATION
Company
By: ________________________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser, and which shall be retained by the Company in the Servicing File or
delivered to the Purchaser or its designee pursuant to Sections 2.04 and 2.05 of
the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed `Pay to the order of
______________________________________________________, without recourse," and
signed via original signature in the name of the Company by an authorized
officer, with all intervening endorsements showing a complete chain of title
from the originator to the Company, together with any applicable riders. In no
event may an endorsement be a facsimile endorsement. If the Mortgage Loan was
acquired by the Company in a merger, the endorsement must be by "[Company],
successor by merger to the [name of predecessor]". If the Mortgage Loan was
acquired or originated by the Company while doing business under another name,
the endorsement must be by "[Company] formerly known as [previous name]".
Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser
acceptability.
2. The original Mortgage (together with a standard adjustable rate
mortgage rider) with evidence of recording thereon, or a copy thereof certified
by the public recording office in which such mortgage has been recorded or, if
the original Mortgage has not been returned from the applicable public recording
office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the
Primary Mortgage Insurance Policy, if required.
4. The original Assignment, from the Company to
_________________________________________, or in accordance with Purchaser's
instructions, which assignment shall, but for any blanks requested by Purchaser,
be in form and substance acceptable for recording. If the Mortgage Loan was
acquired or originated by the Company while doing business under another name,
the Assignment must be by "[Company] formerly known as [previous name]". If the
Mortgage Loan was acquired by the Company in a merger, the endorsement must be
by "[Company], successor by merger to the [name of predecessor]". None of the
Assignments are blanket assignments of mortgage.
5. The original policy of title insurance, including riders and
endorsements thereto, or if the policy has not yet been issued, a written
commitment or interim binder or preliminary report of title issued by the title
insurance or escrow company.
6. Originals of all recorded intervening Assignments, or copies
thereof, certified by the public recording office in which such Assignments have
been recorded showing a complete chain of title from the originator to the
Company, with evidence of recording thereon, or a copy thereof certified by the
public recording office in which such Assignment has been recorded or, if the
original Assignment has not been returned from the applicable public recording
office, a true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording
office in which such documents have been recorded, of each assumption,
extension, modification, written assurance or substitution agreements, if
applicable, or if the original of such document has not been returned from the
applicable public recording office, a true certified copy, certified by the
Company.
8. If the Mortgage Note or Mortgage or any other material document or
instrument relating to the Mortgage Loan has been signed by a person on behalf
of the Mortgagor, the original or copy of power of attorney or other instrument
that authorized and empowered such person to sign bearing evidence that such
instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the
public recording office in which such instrument has been recorded or, if the
original instrument has not been returned from the applicable public recording
office, a true certified copy, certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other
truth-in-lending or real estate settlement procedure forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008)
or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the
Mortgage Note.
17. Verification of employment and income except for Mortgage Loans
originated under a limited documentation program, all in accordance with
Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down
payment, in accordance with Company's underwriting guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water
portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent
executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide
one certificate for all of the Mortgage Loans indicating that the documents were
delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
___________,2004
To: [____________________]
(the Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement,
dated as of [___________________]1, 200[_] (the "Agreement'), we hereby
authorize and request you to establish an account, as a Custodial Account
pursuant to Section 4.04 of the Agreement, to be designated as
"[_____________________________], in trust for the [Purchaser], Owner of
Adjustable Rate Mortgage Loans". All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Company. This letter is submitted to
you in duplicate. Please execute and return one original to us.
[_______________________________________]
By: _________________________________
Name: _________________________________
Title: _________________________________
The undersigned, as "Depository", hereby certifies that the above
described account has been established under Account Number F 1, at the office
of the depository indicated above, and agrees to honor withdrawals on such
account as provided above. The full amount deposited at any time in the account
will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association
Insurance. Fund or will be invested in Permitted Investments as defined in the
Agreement.
[_______________________________________]
By: _________________________________
Name: _________________________________
Title: _________________________________
EXHIBIT C
ESCROW ACCOUNT LEITER AGREEMENT
___________,2004
To: [__________________]
(the "Depository)
As "Company" under the Purchase Warranties and Servicing Agreement,
dated as of [__________________]1, 200[_] (the "Agreement"), we hereby authorize
and request you to establish an account, as an Escrow Account pursuant to
Section 4.06 of the Agreement, to be designated as "[_______________________],
in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and
various Mortgagors." All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Company. This letter is submitted to you in
duplicate. Please execute and return one original to us.
[_______________________________________]
By: _________________________________
Name: _________________________________
Title: _________________________________
The undersigned, as "Depository", hereby certifies that the above
described account has been established under Account Number __________, at the
office of the depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance
Fund or will be invested in Permitted Investments as defined in the Agreement.
[_______________________________________]
By: _________________________________
Name: _________________________________
Title: _________________________________
EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement
(this "PAAR Agreement") made as of __________, 200_, among EMC Mortgage
Corporation (the "Assignor"), _____________________ (the "Assignee"), and
__________________________ (the "Company").
In consideration of the mutual promises contained herein the parties
hereto agree that the residential mortgage loans (the "Assigned Loans") listed
on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by
Company for Assignor and its successors and assigns pursuant to the Purchase,
Warranties and Servicing Agreement, dated as of __________, 200_, between
Assignor and Company (the "Purchase Agreement") shall be subject to the terms of
this PAAR Agreement. Capitalized terms used herein but not defined shall have
the meanings ascribed to them in the Purchase Agreement.
PURCHASE, ASSIGNMENT AND ASSUMPTION
1. Assignor hereby grants, transfers and assigns to Assignee all of the
right, title and interest of Assignor in the Assigned Loans and, as they relate
to the Assigned Loans, all of its right, title and interest in, to and under the
Purchase Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to
Assignor the "Funding Amount" as set forth in that certain letter agreement,
dated as of __________ _____, between Assignee and Assignor (the "Confirmation")
and (ii) Assignor, at its expense, shall have caused to be delivered to Assignee
or its designee the Mortgage File for each Assigned Loan in Assignor's or its
custodian's possession, as set forth in the Purchase Agreement, along with, for
each Assigned Loan, an endorsement of the Mortgage Note from the Company, in
blank, and an assignment of mortgage in recordable form from the Company, in
blank. Assignee shall pay the Funding Amount by wire transfer of immediately
available funds to the account specified by Assignor. Assignee shall be entitled
to all scheduled payments due on the Assigned Loans after ____________ 200_ and
all unscheduled payments or other proceeds or other recoveries on the Assigned
Loans received on and after _____________, 200_.
REPRESENTATIONS, WARRANTIES AND COVENANTS
3. Assignor warrants and represents to Assignee and Company as of the
date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the
Purchase Agreement, which agreement is in full force and effect as of the date
hereof and the provisions of which have not been waived, amended or modified in
any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right
to transfer the Assigned Loans and any and all of its interests, rights and
obligations under the Purchase Agreement as they relate to the Assigned Loans,
free and clear from any and all claims and encumbrances; and upon the transfer
of the Assigned Loans to Assignee as contemplated herein, Assignee shall have
good title to each and every Assigned Loan, as well as any and all of Assignee's
interests, rights and obligations under the Purchase Agreement as they relate to
the Assigned Loans, free and clear of any and all liens, claims and
encumbrances;
(c) There are no offsets, counterclaims or other defenses available to
Company with respect to the Assigned Loans or the Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any
waivers under, or any modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all requisite
power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver
and perform its obligations under this PAAR Agreement, and to consummate the
fransactions set forth herein. The consummation of the transactions contemplated
by this PAAR Agreement is in the ordinary course of Assignor's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignor is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignor or its property is subject. The execution,
delivery and performance by Assignor of this PAAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of Assignor. This PAAR Agreement has been
duly executed and delivered by Assignor and, upon the due authorization,
execution and delivery by Assignee and Company, will constitute the valid and
legally binding obligation of Assignor enforceable against Assignor in
accordance with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in
equity or at law;
(g) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignor in connection with the execution, delivery or performance by
Assignor of this PAAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Assigned Loans or any
interest in the Assigned Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans or otherwise approached or negotiated with respect to the
Assigned Loans, or any interest in the Assigned Loans with any Person in any
manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended
(the "1933 Act") or which would render the disposition of the Assigned Loans a
violation of Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor
and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and has all requisite
power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver
and perform its obligations under this PAAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this PAAR Agreement is in the ordinary course of Assignee's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignee is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignee or its property is subject. The execution,
delivery and performance by Assignee of this PAAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of Assignee. This PAAR Agreement has been
duly executed and delivered by Assignee and, upon the due authorization,
execution and delivery by Assignor and Company, will constitute the valid and
legally binding obligation of Assignee enforceable against Assignee in
accordance with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in
equity or at law;
(c) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignee in connection with the execution, delivery or performance by
Assignee of this PAAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(d) Assignee. agrees to be bound as "Purchaser" by all of the terms,
covenants and conditions of the Purchase Agreement with respect to the Assigned
Loans, and from and after the date hereof, Assignee assumes for the benefit of
each of Assignor and Company all of Assignor's obligations as "Purchaser"
thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and
Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the
Purchase Agreement, which agreement is in full force and effect as of the date
hereof and the provisions of which have not been waived, amended or modified in
any respect, nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all requisite
power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Purchase Agreement;
(c) Company has full corporate power and authority to execute, deliver
and perform its obligations under this PAAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this PAAR Agreement is in the ordinary course of Company's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Company is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of Company. This PAAR Agreement has been duly
executed and delivered by Company, and, upon the due authorization, execution
and delivery by Assignor and Assignee, will constitute the valid and legally
binding obligation of Company, enforceable against Company in accordance with
its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration,
filing or registration o with, any governmental entity is required to be
obtained or made by Assignee in connection with the execution, delivery or
performance by Company of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and V 87
(e) No event has occurred from the Closing Date to the date hereof
which would render the representations and warranties as to the related Assigned
Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to
be untrue in any material respect.
(f) Neither this AAR Agreement nor any certification, statement, report
or other agreement, document or instrument furnished or to be furnished by the
Company pursuant to this AAR Agreement contains or will contain any materially
untrue statement of fact or omits or will omit to state a fact necessary to make
the statements contained therein not misleading.
RECOGNITION OF ASSIGNEE
6. From and after the date hereof, Company shall recognize Assignee as
owner of the Assigned Loans and will service the Assigned Loans in accordance
with the Purchase Agreement. It is the intention of Assignor, Company and
Assignee that this PAAR Agreement shall be binding upon and for the benefit of
the respective successors and assigns of the parties hereto. Neither Company nor
Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any
of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Assigned
Loans without the prior written consent of Assignee.
MISCELLANEOUS
7. All demands, notices and communications related to the Assigned
Loans, the Purchase Agreement and this PAAR Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, as follows:
(a) In the case of Company,
______________________
______________________
______________________
______________________
______________________
With a copy to _____________________________________.
(b) In the case of Assignor,
______________________
______________________
______________________
______________________
______________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Attention: Raylene Ruyle
Telecopier No.: (972) 444-2810
withacopy to:
______________________
383 Madison Avenue
New York, New York 10179
Attention: ___________
Telecopier No.: (212) 272-___
8. Each party will pay any commissions it has incurred and the fees of
its attorneys in connection with the negotiations for, documenting of and
closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws
of the State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
10. No term or provision of this PAAR Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors
and assigns of the parties hereto. Any entity into which Assignor, Assignee or
Company may be merged or consolidated shall, without the requirement for any
further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned
Loans, the assignment of the Purchase Agreement to the extent of the Assigned
Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts
with any provision of the Purchase Agreement with respect to the Assigned Loans,
the terms of this PAAR Agreement shall control. In the event that any provision
of this PAAR Agreement conflicts with any provision of the Confirmation with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
[MODIFICATION OF PURCHASE AGREEMENT
15. The Company and Assignor hereby amend the Purchase Agreement as
follows:
(a) The following definitions are added to Section 1.01 of the Purchase
Agreement:
Securities Administrator: __________________________
Supplemental PMI Insurer: __________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the
Supplemental PMI Insurer attached hereto as Exhibit J, or any successor
Supplemental PMI Policy given to the Servicer by the Assignee.
Trustee: ____________________________________________
(b) The following defmition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy,
the Supplemental PIvil Policy, any title policy, any hazard insurance
policy or any other insurance policy covering a Mortgage Loan or other
related Mortgaged Property, including any amounts required to be
deposited in the Custodial Account pursuant to Section 4.04, to the
extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance
with Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs
of Section 4.08:
"In connection with its activities as servicer, the Company agrees to
prepare and present, on behalf of itself and the Purchaser, claims to the
Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in
this regard, to take such action as shall be necessary to permit recovery under
any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI
Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall
provide to the Supplemental PIV11 Insurer any required information regarding the
Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a
monthly basis via computer tape, or other mutually acceptable format, the unpaid
principal balance, insurer certificate number, lender loan number, and premium
due the Supplemental P1VII Insurer for each Mortgage Loan covered by the
Supplemental PIV11 Policy. In addition, the Company agrees to forward to the
Purchaser and the [Securities Administrator] any statements or other reports
given by the Supplemental PIV11 Insurer to the Servicer in connection with a
claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a
mortgage loan seller or servicer for more than thirty days, or the Company fails
to meet the servicer eligibility requirements of the Supplemental PIV11 Insurer;
or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR
Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By: _________________________________
Name: _________________________________
Title: _________________________________
________________________________________
Assignee
By: _________________________________
Name: _________________________________
Title: _________________________________
________________________________________
Company
By: _________________________________
Name: _________________________________
Title: _________________________________
EXHIBIT ___
FORM OF COMPANY CERTIFICATION
I, [identify certifying individual], certify to the [Trustee] [Seller]
[Securities Administrator] [Mortgage Loan Seller] [Purchaser] and [Master
Servicer] that:
1. I have reviewed the servicing reports prepared by [COMPANY] (the
"Company") pursuant to the [Servicing Agreement] (the "Servicing Agreement"),
dated as of ___________ between __________ and the Company (as modified by the
AAR Agreement (as defmed below) and delivered to [MASTER SERVICER] (the "Master
Servicer") pursuant to the Assignment, Assumption and Recognition Agreement (the
"AAR Agreement"), dated as of__________ among [ASSIGNOR] as Assignor, Company
and [ASSIGNEE], as Assignee.
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by such servicing reports.
3. Based on my knowledge, the servicing information required to be
provided to the Master Servicer under the Servicing Agreement and the AAR
Agreement is included in these reports.
4. I am responsible for reviewing the activities performed the Company
under the Servicing Agreement and the AAR Agreement and based upon the review
required under the Servicing Agreement and the AAR Agreement, and except as
disclosed in the Annual Statement of Compliance, the Company has fulfilled its
obligations under the Servicing Agreement and the AAR Agreement.
5. I have disclosed to the Master Servicer's certified public
accountants all significant deficiencies relating to the Company's compliance
with the minimum servicing standards in accordance with a review conduced in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in the Servicing Agreement and the AAR Agreement.
Capitalized terms used but not defmed herein have the meanings ascribed
to them in the AAR Agreement.
Date:_______________
____________________
[Signature]
[Title]
ATTACHMENT 1
ASSIGNED LOAN SCHEDULE
ATTACHMENT 2
PURCHASE, WARRANTIES AN]) SERVICING AGREEMENT
EXHIBIT E
FORM OF TRIAL BALANCE
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIIT
RE: Mortgage Loan # __________________________________________________________
BORROWER: _____________________________________________________________________
PROPERTY: _____________________________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement't)
between the Company and the Purchaser, the undersigned hereby certifies that he
or she is an officer of the Company requesting release of the documents for the
reason specified below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full
or that the Company has been notified that payment in full has been or will be
escrowed. The Company hereby certifies that all amounts with respect to this
loan which are required under the Agreement have been or will be deposited in
the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the
Agreement. The Company hereby certifies that the repurchase price has been
credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original
documents are required to proceed with the foreclosure action. The Company
hereby certifies that the documents will be returned to the Purchaser in the
event of reinstatement.
_____ Other (explain)
__________________________________________________________
__________________________________________________________
All capitalized terms used herein and not defmed shall have the meanings
assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement,
please release to the Company all original mortgage documents in your possession
relating to this loan.
Dated:______________________
By: ______________________
[Signature]
[Title]
Send documents to:______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously
released on the above captioned mortgage loan have been returned and received by
the Purchaser.
Dated:______________________
By: ______________________
Signature
______________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between
Savannah Bank, NA dba Harbourside Mortgage Corporation, a national bank, located
at at 23-B Shelter Cove Lane, Hilton Head, South Carolina 29928 (the "Company")
and EMC Mortgage Corporation, a Delaware corporation, located at Mac Arthur
Ridge II, 909 Hidden Ridge Drive, Suite 200, frying, Texas 75038 (the
"Purchaser") is made pursuant to the terms and conditions of that certain
Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of April
1, 2005, between the Company and the Purchaser, the provisions of which are
incorporated herein as if set forth in full herein, as such terms and conditions
may be modified or supplemented hereby. All initially capitalized terms used
herein unless otherwise defined shall have the meanings ascribed thereto in the
Agreement.
The Purchaser hereby purchases from the Company and the Company hereby
sells to the Purchaser, all of the Company's right, title and interest in and to
the Mortgage Loans on a servicing retained basis described on the Mortgage Loan
Schedule annexed hereto as Schedule I, pursuant to and in accordance with the
terms and conditions set forth in the Agreement, as same may be supplemented or
modified hereby. Hereinafter, the Company shall service the Mortgage Loans for
the benefit of the Purchaser and all subsequent transferees of the Mortgage
Loans pursuant to and in accordance with the terms and conditions set forth in
the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term
Sheet, the following terms shall have the following meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each
of the Company and the Purchaser is subject to the fulfillment, on or prior to
the applicable Closing Date, of the following additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the
following documents shall be delivered with respect to the Mortgage Loans:
[None]
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the
Agreement, as of the date hereof, the Company makes the following additional
representations and warranties with respect to the Mortgage Loans: [None].
[Notwithstanding anything to the contrary set forth in the Agreement, with
respect to each Mortgage Loan to be sold on the Closing Date, the representation
and warranty set forth in Section ______ of the Agreement shall be modified to
read as follows:]
Except as modified herein, Section ______ of the Agreement shall remain
in full force and effect as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective duly authorized officers as of the date first
above written.
________________________________________
By: _________________________________
Name: _________________________________
Title: _________________________________
EMC MORTGAGE CORPORATION
By: _________________________________
Name: _________________________________
Title: _________________________________
SCHEDULE I
MORTGAGE LOAN SCHEDULE
EXHIBITJ
RECONSTITUTED MORTGAGE LOAN REPORTING
(a) Servicer Mortgage Loan Number (b) FNMA Mortgage Loan Number (if applicable)
(c) Lender/Seller Mortgage Loan Number (plus any other loan number)
(d) Month end date! date file created
(e) Scheduled Beginning Balance
(f) Actual Beginning Balance
(g) Scheduled Ending Balance
(h) Actual Ending Balance
(i) Gross Rate (current gross rate)
(j) Net Rate (current passthrough)
(k) Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
(l) Next Due Date
(m) Delinquency Month (if available)
(n) Default Flag, i.e. FC, REO, etc. (if applicable)
(o) Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
(p) Foreclosure start date
(q) Foreclosure end date
(r) REO Property date
(s) With respect to Liquidated Mortgage Loans:
(i) claim date (ii) claim amount (iii) proceeds
(iv) amount of loss or gain (as applicable) (v) the date of the loss or
gain.
(vi) the liquidation reason (paid in full or repurchased out of deal)
(t) Fannie's Laser Reporting (For FNIVIA loans)
(i) Action Code (for default or paid off Mortgage Loans; i.e. 60, 65,
etc.) (ii) Action Date (iii) Remit Prin (submitted principal amount)
(iv) Remit Tnt (submitted interest amount) (v) Pool/Invest indicator
(indicating Schedule/Schedule or Actual/Actual pool)
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 1, 2006
between
EMC MORTGAGE CORPORATION,
as Purchaser
and
SAVANNAH BANK, NA
dba HARBOURSIDE MORTGAGE CORPORATION,
as Company
This AMENDMENT NUMBER ONE (this "Amendment") is made and entered into
this 1st day of January, 2006, by and between EMC Mortgage Corporation, a
Delaware corporation, as purchaser (the "Purchaser") and Savannah Bank, NA dba
Harbourside Mortgage Corporation, as company (the "Company") in connection with
the Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005,
between the above mentioned parties (the "Agreement"). This Amendment is made
pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into
an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth
in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Agreement.
2. Article I of the Agreement is hereby amended effective as of the date
hereof by adding the following definitions to Section 1.01:
COMMISSION OR SEC: The Securities and Exchange Commission.
DEPOSITOR: The depositor, as such term is defined in Regulation AB, with
respect to any Securitization Transaction.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
MASTER SERVICER: With respect to any Securitization Transaction, the
"master servicer," if any, identified in the related transaction documents.
PASS-THROUGH TRANSFER: Any transaction involving either (1) a sale or
other transfer of some or all of the Mortgage Loans directly or indirectly to an
issuing entity in connection with an issuance of publicly offered or privately
placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments
on which are determined primarily by reference to one or more portfolios of
residential mortgage loans consisting, in whole or in part, of some or all of
the Mortgage Loans.
PREPAYMENT CHARGE: Any prepayment premium, penalty or charge payable by
a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan
pursuant to the terms of the related Mortgage Note.
QUALIFIED CORRESPONDENT: Any Person from which the Company purchased
Mortgage Loans, provided that the following conditions are satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement between the Company and
such Person that contemplated that such Person would underwrite mortgage loans
from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines
that do not vary materially from such Designated Guidelines; (ii) such Mortgage
Loans were in fact underwritten as described in clause (i) above and were
acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the
Mortgage Loans for the Company's own account or (y) the Designated Guidelines
were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans
to be purchased by the Company; and (iv) the Company employed, at the time such
Mortgage Loans were acquired by the Company, pre-purchase or post-purchase
quality assurance procedures (which may involve, among other things, review of a
sample of mortgage loans purchased during a particular time period or through
particular channels) designed to ensure that Persons from which it purchased
mortgage loans properly applied the underwriting criteria designated by the
Company.
REGULATION AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
SECURITIES ACT: The Securities Act of 1933, as amended.
SECURITIZATION TRANSACTION: Any transaction involving either (1) a sale
or other transfer of some or all of the Mortgage Loans directly or indirectly to
an issuing entity in connection with an issuance of publicly offered or
privately placed, rated or unrated mortgage-backed securities or (2) an issuance
of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more
portfolios of residential mortgage loans consisting, in whole or in part, of
some or all of the Mortgage Loans.
SERVICING CRITERIA: As of any date of determination, the "servicing
criteria" set forth in Item 1122(d) of Regulation AB, or any amendments thereto,
a summary of the requirements of which as of the date hereof is attached hereto
as EXHIBIT M for convenience of reference only. In the event of a conflict or
inconsistency between the terms of EXHIBIT M and the text of Item 1122(d) of
Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those
Servicing Criteria otherwise mutually agreed to by the Purchaser, the Company
and any Person that will be responsible for signing any Sarbanes Certification
with respect to a Securitization Transaction in response to evolving
interpretations of Regulation AB and incorporated into a revised EXHIBIT M).
STATIC POOL INFORMATION: Static pool information as described in Item
1105(a)(1)-(3) and 1105(c) of Regulation AB.
SUBCONTRACTOR: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
Company or a Subservicer.
THIRD-PARTY ORIGINATOR: Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the Company.
3. Article I of the Agreement is hereby amended effective as of the date
hereof by deleting in its entirety the definition of Subservicer in Section 1.01
and replacing it with the following:
SUBSERVICER: Any Person that services Mortgage Loans on behalf of the
Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Company under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB.
4. Article I of the Agreement is hereby amended effective as of the date
hereof by deleting in its entirety the definition of Principal Prepayment in
Section 1.01 and replacing it with the following:
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on a
Mortgage Loan full or partial which is received in advance of its scheduled Due
Date, including any Prepayment Charge and which is not accompanied by an amount
of interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment.
5. Article III of the Agreement is hereby amended effective as of the
date hereof by revising Section 3.01(n) as follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its
parent, for its last two complete fiscal years. All such financial information
fairly presents the pertinent results of operations and financial position for
the period identified and has been prepared in accordance with GAAP consistently
applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the SERVICING POLICIES AND PROCEDURES,
business, operations, financial condition, properties or assets of the Company
since the date of the Company's financial information that would have a material
adverse effect on its ability to perform its obligations under this Agreement;
6. Article III of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been
otherwise disclosed to the Purchaser, any Master Servicer and any Depositor: (1)
no default or servicing related performance trigger has occurred as to any other
securitization due to any act or failure to act of the Company; (2) no material
noncompliance with applicable servicing criteria as to any other securitization
has been disclosed or reported by the Company; (3) the Company has not been
terminated as servicer in a residential mortgage loan securitization, either due
to a servicing default or to application of a servicing performance test or
trigger; (4) no material changes to the Company's servicing policies and
procedures for similar loans has occurred in the preceding three years; (5)
there are no aspects of the Company's financial condition that could have a
material adverse impact on the performance by the Company of its obligations
hereunder; (6) there are no legal proceedings pending, or known to be
contemplated by governmental authorities, against the Company that could be
material to investors in the securities issued in such Pass-Through Transfer;
and (7) there are no affiliations, relationships or transactions relating to the
Company of a type that are described under Item 1119 of Regulation AB.
7. Article III of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the
Company shall, within five Business Days following such request, confirm in
writing the accuracy of the representations and warranties set forth in Section
3.01(p) of this Section or, if any such representation and warranty is not
accurate as of the date of such request, provide reasonably adequate disclosure
of the pertinent facts, in writing, to the requesting party.
8. Article III of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 3.01(r):
(r) Notwithstanding anything to the contrary in the Agreement, the
Company shall (or shall cause each Subservicer and Third-Party Originator to)
(i) immediately notify the Purchaser, any Master Servicer and any Depositor in
writing of (A) any material litigation or governmental proceedings pending
against the Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a
Pass-Through Transfer between the Company, any Subservicer or any Third-Party
Originator and any of the parties specified in clause (7) of paragraph (p) of
this Section (and any other parties identified in writing by the requesting
party) with respect to such Pass-Through Transfer, (C) any Event of Default
under the terms of this Agreement or any Reconstitution Agreement, (D) any
merger, consolidation or sale of substantially all of the assets of the Company,
and (E) the Company's entry into an agreement with a Subservicer to perform or
assist in the performance of any of the Company's obligations under this
Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and
any Depositor a description of such proceedings, affiliations or relationships.
All notification pursuant to this Section 3.01(r), other than those
pursuant to Section 3.01(r)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX 75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
9. Article III of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 3.01(s):
(s) As a condition to the succession to the Company or any Subservicer
as servicer or subservicer under this Agreement or any Reconstitution Agreement
by any Person (i) into which the Company or such Subservicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Company or
any Subservicer, the Company shall provide to the Purchaser, any Master Servicer
and any Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Purchaser, any Master
Servicer and any Depositor of such succession or appointment and (y) in writing
and in form and substance reasonably satisfactory to the Purchaser, any Master
Servicer and such Depositor, all information reasonably requested by the
Purchaser, any Master Servicer or any Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to any class of
asset-backed securities.
10. Article III of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 3.02(ggg):
With respect to each Mortgage Loan, information regarding the borrower
credit files related to such Mortgage Loan has been furnished to credit
reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations.
11. Article IV of the Agreement is hereby amended effective as of the
date hereof by adding the following after the first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the
borrower credit files related to such Mortgage Loan to credit reporting agencies
in compliance with the provisions of the Fair Credit Reporting Act and the
applicable implementing regulations.
12. Article IV of the Agreement is hereby amended effective as of the
date hereof by deleting in its entirety the last paragraph of Section 4.02 and
replacing it with the following:
The Company shall not waive any Prepayment Charge unless: (i) the
enforceability thereof shall have been limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors' rights
generally, (ii) the enforcement thereof is illegal, or any local, state or
federal agency has threatened legal action if the prepayment penalty is
enforced, (iii) the mortgage debt has been accelerated in connection with a
foreclosure or other involuntary payment or (iv) such waiver is standard and
customary in servicing similar Mortgage Loans and relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Company, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is
waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such
amount to the Purchaser by the Remittance Date.
13. Article IV of the Agreement is hereby amended effective as of the
date hereof by revising the first paragraph of Section 4.03 by adding the
following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company
will use delinquency recognition policies as described to and approved by the
Purchaser, and shall revise these policies as requested by the Purchaser from
time to time.
14. Article V of the Agreement is hereby amended effective as of the
date hereof by deleting Section 5.02 in its entirety and replacing it with the
following:
Section 5.02 STATEMENTS TO THE PURCHASER.
The Company shall furnish to Purchaser an individual loan accounting
report, as of the last Business Day of each month, in the Company's assigned
loan number order to document Mortgage Loan payment activity on an individual
Mortgage Loan basis. With respect to each month, the corresponding individual
loan accounting report shall be received by the Purchaser no later than the
fifth Business Day of the following month on a disk or tape or other
computer-readable format in such format as may be mutually agreed upon by both
Purchaser and Company, and no later than the fifth Business Day of the following
month in hard copy, and shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the
amount of such remittance allocable to principal (including a separate breakdown
of any Principal Prepayment, including the date of such prepayment, and any
prepayment penalties or premiums, along with a detailed report of interest on
principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the
amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing
compensation received by the Company during the prior distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the
aggregate Stated Principal Balance of all Mortgage Loans as of the first day of
the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest
Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and REO
Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment
Interest Shortfalls paid by the Company in accordance with Section 4.04(viii)
during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and
Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the
distribution period and the last day of the distribution period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of
each Mortgage Loan (a) delinquent as grouped in the following intervals through
final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days
or more; (b) as to which foreclosure has commenced; and (c) as to which REO
Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any
realized loss following liquidation of such Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all
Mortgage Loans, the amount of any Monthly Advances made by the Company during
the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any
Servicing Advances made by the Company with respect to such Mortgage Loan
including the amount, terms and general purpose of such Servicing Advances, and
the aggregate amount of Servicing Advances for all Mortgage Loans during the
prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any
Nonrecoverable Advances made by the Company with respect to such Mortgage Loan
including the amount, terms and general purpose of such Nonrecoverable Advances,
and the aggregate amount of Nonrecoverable Advances for all Mortgage Loans
during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly
Advances, Servicing Advances and Nonrecoverable Advances reimbursed to the
Company with respect to such Mortgage Loan during the prior distribution period
pursuant to Section 4.05, and the source of funds for such reimbursement, and
the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during
the prior distribution period pursuant to Section 4.05;
(xvi) with respect to any Mortgage Loan, a description of any material
modifications, extensions or waivers to the terms, fees, penalties or payments
of such Mortgage Loan during the prior distribution period or that have
cumulatively become material over time;
(xvii) a description of any material breach of a representation or
warranty set forth in Section 3.01 or Section 3.02 herein or of any other breach
of a covenant or condition contained herein and the status of any resolution of
such breach;
(xviii)with respect to each Mortgage Loan, the Stated Principal Balance
of any substitute Mortgage Loan provided by the Company and the Stated Principal
Balance of any Mortgage Loan that has been replaced by a substitute Mortgage
Loan in accordance with Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance
of any Mortgage Loan that has been repurchased by the Company in accordance with
Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other
information known or available to the Company that is necessary in order to
provide the distribution and pool performance information as required under Item
1121 of Regulation AB, as amended from time to time, as determined by the
Purchaser in its sole discretion. The Company shall also provide a monthly
report, in the form of EXHIBIT E hereto, or such other form as is mutually
acceptable to the Company, the Purchaser and any Master Servicer, EXHIBIT F with
respect to defaulted mortgage loans and EXHIBIT P, with respect to realized
losses and gains, with each such report.
The Company shall prepare and file any and all information statements or
other filings required to be delivered to any governmental taxing authority or
to Purchaser pursuant to any applicable law with respect to the Mortgage Loans
and the transactions contemplated hereby. In addition, the Company shall provide
Purchaser with such information concerning the Mortgage Loans as is necessary
for Purchaser to prepare its federal income tax return as Purchaser may
reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each
calendar year, the Company shall furnish to each Person who was a Purchaser at
any time during such calendar year an annual statement in accordance with the
requirements of applicable federal income tax law as to the aggregate of
remittances for the applicable portion of such year.
15. Article VI of the Agreement is hereby amended effective as of the
date hereof by deleting Section 6.04 in its entirety and replacing it with the
following:
Section 6.04 ANNUAL STATEMENT AS TO COMPLIANCE; ANNUAL CERTIFICATION.
(a) The Company will deliver to the Purchaser and any Master Servicer,
not later than March 1 of each calendar year beginning in 2007, an Officers'
Certificate acceptable to the Purchaser (an "Annual Statement of Compliance")
stating, as to each signatory thereof, that (i) a review of the activities of
the Company during the preceding calendar year and of performance under this
Agreement or other applicable servicing agreement has been made under such
officers' supervision and (ii) to the best of such officers' knowledge, based on
such review, the Company has fulfilled all of its obligations under this
Agreement or other applicable servicing agreement in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status of cure provisions thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its use.
Copies of such statement shall be provided by the Company to the Purchaser upon
request and by the Purchaser to any Person identified as a prospective purchaser
of the Mortgage Loans. In the event that the Company has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer, the
Company shall deliver an officer's certificate (an "Annual Certification") of
the Subservicer as described above as to each Subservicer as and when required
with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a
Pass-Through Transfer, by March 1 of each calendar year beginning in 2007, an
officer of the Company shall execute and deliver an Annual Certification to the
Purchaser, any Master Servicer and any related Depositor for the benefit of each
such entity and such entity's affiliates and the officers, directors and agents
of any such entity and such entity's affiliates, in the form attached hereto as
EXHIBIT L. In the event that the Company has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer, the
Company shall deliver an Annual Certification of the Subservicer as described
above as to each Subservicer as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of
Compliance or Annual Certification by March 1st of such year, the Purchaser, at
its sole option, may permit a cure period for the Company to deliver such Annual
Statement of Compliance or Annual Certification, but in no event later than
March 10th of such year.
Failure of the Company to timely comply with this Section 6.04 shall be
deemed an Event of Default, automatically, without notice and without any cure
period, unless otherwise agreed to by the Purchaser as set forth in 6.04(c), and
Purchaser may, in addition to whatever rights the Purchaser may have under
Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same, as provided in Section
9.01. Such termination shall be considered with cause pursuant to Section 10.01
of this Agreement. This paragraph shall supercede any other provision in this
Agreement or any other agreement to the contrary.
16. Article VI of the Agreement is hereby amended effective as of the
date hereof by deleting Section 6.05 in its entirety and replacing it with the
following:
Section 6.05 [RESERVED]
17. Article VI of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 6.07:
Section 6.07 ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA.
On and after January 1, 2006, the Company shall service and administer,
and shall cause each subservicer to servicer or administer, the Mortgage Loans
in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a
Pass-Through Transfer, the Company shall deliver to the Purchaser or its
designee, any Master Servicer and any Depositor on or before March 1 of each
calendar year beginning in 2007, a report (an "Assessment of Compliance")
reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor
regarding the Company's assessment of compliance with the Servicing Criteria
during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB or as otherwise required by the
Master Servicer, which as of the date hereof, require a report by an authorized
officer of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the Company;
(b) A statement by such officer that such officer used the Servicing
Criteria to assess compliance with the Servicing Criteria applicable to the
Company;
(c) An assessment by such officer of the Company's compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Company, that are backed by the same asset type
as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an
attestation report on the Company's Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not
applicable to the Company, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a whole
involving the Company, that are backed by the same asset type as the Mortgage
Loans.
Such report at a minimum shall address each of the Servicing Criteria
specified on a certification substantially in the form of EXHIBIT O hereto
delivered to the Purchaser concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a
Pass-Through Transfer, on or before March 1 of each calendar year beginning in
2007, the Company shall furnish to the Purchaser or its designee, any Master
Servicer and any Depositor a report (an "Attestation Report") by a registered
public accounting firm that attests to, and reports on, the Assessment of
Compliance made by the Company, as required by Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122(b) of Regulation AB or as otherwise required by the
Master Servicer, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor
determined by the Company pursuant to Section 11.20 to be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, to deliver
to the Purchaser, any Master Servicer and any Depositor an assessment of
compliance and accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or
Attestation Report by March 1st of such year, the Purchaser, at its sole option,
may permit a cure period for the Company to deliver such Assessment of
Compliance or Attestation Report, but in no event later than March 10th of such
year.
Failure of the Company to timely comply with this Section 6.07 shall be
deemed an Event of Default, automatically, without notice and without any cure
period, unless otherwise agreed to by the Purchaser as described herein, and
Purchaser may, in addition to whatever rights the Purchaser may have under
Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same, as provided in Section
9.01. Such termination shall be considered with cause pursuant to Section 10.01
of this Agreement. This paragraph shall supercede any other provision in this
Agreement or any other agreement to the contrary.
18. Article VI of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 6.08:
Section 6.08 INTENT OF THE PARTIES; REASONABLENESS.
The Purchaser and the Company acknowledge and agree that a purpose of
Sections 3.01(p), 5.02, 6.04, 6.07 and 11.18 of this Agreement is to facilitate
compliance by the Purchaser and any Depositor with the provisions of Regulation
AB and related rules and regulations of the Commission. None of the Purchaser,
any Master Servicer or Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than in good
faith, or for purposes other than compliance with the Securities Act, the
Exchange Act and the rules and regulations of the Commission thereunder. The
Company acknowledges that interpretations of the requirements of Regulation AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with
requests made by the Purchaser or any Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of
Regulation AB. In connection with any Pass-Through Transfer, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of
its assignees or designees) and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Purchaser or any Depositor to permit the Purchaser or such
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Company, any Subservicer, any Third-Party Originator
and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably
believed by the Purchaser or any Depositor to be necessary in order to effect
such compliance.
19. Article IX of the Agreement is hereby amended effective as of the
date hereof by deleting the first sentence of the last paragraph of Section 9.01
and replacing it with the following (new text underlined):
Then, and in each and every such case, so long as an Event of
Default shall not have been remedied, the Purchaser, by notice in writing to the
Company (except in the case of an Event of Default under clauses (iii), (iv) or
(v) above, OR AS OTHERWISE STATED HEREIN, in which case, automatically and
without notice) may, in addition to whatever rights the Purchaser may have under
Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the
Company (AND IF THE COMPANY IS SERVICING ANY OF THE MORTGAGE LOANS IN A
SECURITIZATION TRANSACTION, APPOINT A SUCCESSOR SERVICER REASONABLY ACCEPTABLE
TO ANY MASTER SERVICER FOR SUCH SECURITIZATION TRANSACTION) under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating
the Company for the same.
20. Article IX of the Agreement is hereby amended effective as of the
date hereof by adding the following at the end of the last paragraph of Section
9.01:
The Company shall promptly reimburse the Purchaser (or any designee of
the Purchaser, such as a master servicer) and any Depositor, as applicable, for
all reasonable expenses incurred by the Purchaser (or such designee) or such
Depositor, as such are incurred, in connection with the termination of the
Company as servicer and the transfer of servicing of the Mortgage Loans to a
successor servicer. The provisions of this paragraph shall not limit whatever
rights the Purchaser or any Depositor may have under other provisions of this
Agreement and/or any applicable Reconstitution Agreement or otherwise, whether
in equity or at law, such as an action for damages, specific performance or
injunctive relief.
21. Article XI of the Agreement is hereby amended effective as of the
date hereof by restating Section 11.18 in its entirety as follows:
Section 11.18.COOPERATION OF COMPANY WITH A RECONSTITUTION.
The Company and the Purchaser agree that with respect to some or all of
the Mortgage Loans, on or after the related Closing Date, on one or more dates
(each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans
then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan
transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or
more Pass-Through Transfers.
The Company agrees to execute in connection with any agreements among
the Purchaser, the Company, and any servicer in connection with a Whole Loan
Transfer, an Assignment, Assumption and Recognition Agreement substantially in
the form of EXHIBIT D hereto, or, at Purchaser's request, a seller's warranties
and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in
connection with a Pass-Through Transfer, a pooling and servicing agreement in
form and substance reasonably acceptable to the parties, (collectively the
agreements referred to herein are designated, the "Reconstitution Agreements").
It is understood that any such Reconstitution Agreements will not contain any
greater obligations on the part of Company than are contained in this Agreement.
Notwithstanding anything to the contrary in this Section 11.18, the Company
agrees that it is required to perform the obligations described in EXHIBIT K
hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer
entered into by the Purchaser, the Company agrees (1) to cooperate fully with
the Purchaser and any prospective purchaser with respect to all reasonable
requests and due diligence procedures; (2) to execute, deliver and perform all
Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement
or closing date in connection with such Reconstitution (each, a "Reconstitution
Date").
In addition, the Company shall provide to such servicer or issuer, as
the case may be, and any other participants in such Reconstitution:
(i) any and all information and appropriate verification of information
which may be reasonably available to the Company, whether through letters of its
auditors and counsel or otherwise, as the Purchaser or any such other
participant shall request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers
of the Company as are reasonably agreed upon by the Company and the Purchaser or
any such other participant;
(iii) within 5 Business Days after request by the Purchaser, the
information with respect to the Company (as originator) and each Third-Party
Originator of the Mortgage Loans as required under Item 1110(a) and (b) of
Regulation AB, a summary of the requirements of which has of the date hereof is
attached hereto as EXHIBIT N for convenience of reference only, as determined by
Purchaser in its sole discretion. If requested by the Purchaser, this will
include information about the applicable credit-granting or underwriting
criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company
shall provide (or, as applicable, cause each Third-Party Originator to provide)
Static Pool Information with respect to the mortgage loans (of a similar type as
the Mortgage Loans, as reasonably identified by the Purchaser as provided below)
originated by (i) the Company, if the Company is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent),
and/or (ii) each Third-Party Originator. Such Static Pool Information shall be
prepared by the Company (or Third-Party Originator) on the basis of its
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
and (c) of Regulation AB. To the extent that there is reasonably available to
the Company (or Third-Party Originator) Static Pool Information with respect to
more than one mortgage loan type, the Purchaser or any Depositor shall be
entitled to specify whether some or all of such information shall be provided
pursuant to this paragraph. The content of such Static Pool Information may be
in the form customarily provided by the Company, and need not be customized for
the Purchaser or any Depositor. Such Static Pool Information for each vintage
origination year or prior securitized pool, as applicable, shall be presented in
increments no less frequently than quarterly over the life of the mortgage loans
included in the vintage origination year or prior securitized pool. The most
recent periodic increment must be as of a date no later than 135 days prior to
the date of the prospectus or other offering document in which the Static Pool
Information is to be included or incorporated by reference. The Static Pool
Information shall be provided in an electronic format that provides a permanent
record of the information provided, such as a portable document format (pdf)
file, or other such electronic format reasonably required by the Purchaser or
the Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information
with respect to the Company (as servicer) as required by Item 1108(b) and (c) of
Regulation AB, a summary of the requirements of which as of the date hereof is
attached hereto as EXHIBIT N for convenience of reference only, as determined by
Purchaser in its sole discretion. In the event that the Company has delegated
any servicing responsibilities with respect to the Mortgage Loans to a
Subservicer, the Company shall provide the information required pursuant to this
clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known
to be contemplated) against the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as
required by Item 1117 of Regulation AB, a summary of the requirements of
which as of the date hereof is attached hereto as Exhibit N for
convenience of reference only, as determined by Purchaser in its sole
discretion,
(b) information regarding affiliations with respect to the
Company (as originator and as servicer) and each other originator of the
Mortgage Loans and each Subservicer as required by Item 1119(a) of
Regulation AB, a summary of the requirements of which as of the date
hereof is attached hereto as EXHIBIT N for convenience of reference
only, as determined by Purchaser in its sole discretion, and
(c) information regarding relationships and transactions with
respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by
Item 1119(b) and (c) of Regulation AB, a summary of the requirements of
which as of the date hereof is attached hereto as Exhibit N for
convenience of reference only, as determined by Purchaser in its sole
discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or,
as applicable, cause each Third-Party Originator to provide), at the expense of
the requesting party (to the extent of any additional incremental expense
associated with delivery pursuant to this Agreement), such statements and
agreed-upon procedures letters of certified public accountants reasonably
acceptable to the Purchaser or Depositor, as applicable, pertaining to Static
Pool Information relating to prior securitized pools for securitizations closed
on or after January 1, 2006 or, in the case of Static Pool Information with
respect to the Company's or Third-Party Originator's originations or purchases,
to calendar months commencing January 1, 2006, or to any financial information
included in any other disclosure provided under this Section 11.18, as the
Purchaser or such Depositor shall reasonably request. Such statements and
letters shall be addressed to and be for the benefit of such parties as the
Purchaser or such Depositor shall designate, which may include, by way of
example, any Sponsor, any Depositor and any broker dealer acting as underwriter,
placement agent or initial purchaser with respect to a Pass-Through Transfer.
Any such statement or letter may take the form of a standard, generally
applicable document accompanied by a reliance letter authorizing reliance by the
addressees designated by the Purchaser or such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company
shall (or shall cause each Subservicer and Third-Party Originator to) (i)
provide prompt notice to the Purchaser, any Master Servicer and any Depositor in
writing of (A) any material litigation or governmental proceedings involving the
Company, any Subservicer or any Third-Party Originator, (B) any affiliations or
relationships that develop following the closing date of a Securitization
Transaction between the Company, any Subservicer or any Third-Party Originator
and any of the parties specified in clause (D) of paragraph (a) of this Section
(and any other parties identified in writing by the requesting party) with
respect to such Securitization Transaction, (C) any Event of Default under the
terms of this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Company, and (E)
the Company's entry into an agreement with a Subservicer to perform or assist in
the performance of any of the Company's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or relationships;
(ix) As a condition to the succession to the Company or any Subservicer
as servicer or subservicer under this Agreement or any Reconstitution Agreement
by any Person (i) into which the Company or such Subservicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Company or
any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective
date of such succession or appointment, (x) written notice to the Purchaser and
any Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Purchaser and such Depositor, all
information reasonably requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not later
than ten days prior to the deadline for the filing of any distribution report on
Form 10-D in respect of any Securitization Transaction that includes any of the
Mortgage Loans serviced by the Company or any Subservicer, the Company or such
Subservicer, as applicable, shall, to the extent the Company or such Subservicer
has knowledge, provide to the party responsible for filing such report
(including, if applicable, the Master Servicer) notice of the occurrence of any
of the following events along with all information, data, and materials related
thereto as may be required to be included in the related distribution report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of
pool asset terms, fees, penalties or payments during the distribution period or
that have cumulatively become material over time (Item 1121(a)(11) of Regulation
AB);
(B) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities
issuances backed by the same pool assets, any pool asset changes (such as,
additions, substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition or selection of pool
assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide to the Purchaser, any Master Servicer and
any Depositor, evidence of the authorization of the person signing any
certification or statement, copies or other evidence of Fidelity Bond Insurance
and Errors and Omission Insurance policy, financial information and reports, and
such other information related to the Company or any Subservicer or the Company
or such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit
N and the text of the applicable Item of Regulation AB as cited above, the text
of Regulation AB, its adopting release and other public statements of the SEC
shall control.
The Company shall indemnify the Purchaser, each affiliate of the
Purchaser, and each of the following parties participating in a Pass-Through
Transfer: each sponsor and issuing entity; each Person (including, but not
limited to, any Master Servicer, if applicable) responsible for the preparation,
execution or filing of any report required to be filed with the Commission with
respect to such Pass-Through Transfer, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
to such Pass-Through Transfer; each broker dealer acting as underwriter,
placement agent or initial purchaser, each Person who controls any of such
parties or the Depositor (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees, agents and affiliates of each of the foregoing
and of the Depositor (each, an "Indemnified Party"), and shall hold each of them
harmless from and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain arising out of or based
upon:
(i)(A) any untrue statement of a material fact contained or alleged to
be contained in any information, report, certification, data, accountants'
letter or other material provided under this Section 11.18 by or on behalf of
the Company, or provided under this Section 11.18 by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company
Information"), or (B) the omission or alleged omission to state in the Company
Information a material fact required to be stated in the Company Information or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way of
clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information
communicated in connection with a sale or purchase of securities, without regard
to whether the Company Information or any portion thereof is presented together
with or separately from such other information;
(ii) any breach by the Company of its obligations under this Section
11.18, including particularly any failure by the Company, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver any information, report,
certification, accountants' letter or other material when and as required under
this Section 11.18, including any failure by the Company to identify pursuant to
Section 11.20 any Subcontractor "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB;
(iii) any breach by the Company of a representation or warranty set
forth in Section 3.01 or in a writing furnished pursuant to Section 3.01(q) and
made as of a date prior to the closing date of the related Pass-Through
Transfer, to the extent that such breach is not cured by such closing date, or
any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such
closing date; or
(iv)the negligence bad faith or willful misconduct of the Company in
connection with its performance under this Section 11.18.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Company agrees that
it shall contribute to the amount paid or payable by such Indemnified Party as a
result of any claims, losses, damages or liabilities incurred by such
Indemnified Party in such proportion as is appropriate to reflect the relative
fault of such Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company
shall promptly reimburse the Purchaser, any Depositor, as applicable, and each
Person responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to such Securitization
Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction, for all costs reasonably incurred by each such party in order to
obtain the information, report, certification, accountants' letter or other
material not delivered as required by the Company, any Subservicer, any
Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or
the termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution
shall remain subject to, and serviced in accordance with the terms of, this
Agreement and the related Term Sheet, and with respect thereto this Agreement
and the related Term Sheet shall remain in full force and effect.
22. Article XI of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 11.20:
Section 11.20. USE OF SUBSERVICERS AND SUBCONTRACTORS.
(a) The Company shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Company as servicer under
this Agreement or any Reconstitution Agreement unless the Company complies with
the provisions of paragraph (b) of this Section. The Company shall not hire or
otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to
fulfill any of the obligations of the Company as servicer under this Agreement
or any Reconstitution Agreement unless the Company complies with the provisions
of paragraph (d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by
any Subservicer) for the benefit of the Purchaser and any Depositor to comply
with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04,
6.07 and 11.18 of this Agreement to the same extent as if such Subservicer were
the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Company shall be
responsible for obtaining from each Subservicer and delivering to the Purchaser,
any Master Servicer and any Depositor any Annual Statement of Compliance
required to be delivered by such Subservicer under Section 6.04(a), any
Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under
Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser,
any Master Servicer and any Depositor (or any designee of the Depositor, such as
an administrator) a written description (in form and substance satisfactory to
the Purchaser, any Master Servicer and such Depositor) of the role and function
of each Subcontractor utilized by the Company or any Subservicer, specifying (i)
the identity of each such Subcontractor, (ii) which (if any) of such
Subcontractors are "participating in the servicing function" within the meaning
of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Company shall cause any such Subcontractor used by the
Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The
Company shall be responsible for obtaining from each Subcontractor and
delivering to the Purchaser and any Depositor any Assessment of Compliance and
Attestation Report and the other certificates required to be delivered by such
Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
23. Article XI of the Agreement is hereby amended effective as of the
date hereof by adding the following new Section 11.21:
Section 11.21. THIRD PARTY BENEFICIARY.
For purposes of this Agreement, each Master Servicer shall be considered
a third party beneficiary to this Agreement, entitled to all the rights and
benefits hereof as if it were a direct party to this Agreement.
24. The Agreement is hereby amended as of the date hereof by deleting
Exhibit E in its entirety and replacing it with the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------- -------------------------------------- ---------- ------------------------ -------
SER_INVESTOR_NBR A value assigned by the Servicer to Text up to 10 digits 20
define a group of loans.
------------------------- -------------------------------------- ---------- ------------------------ -------
LOAN_NBR A unique identifier assigned to each Text up to 10 digits 10
loan by the investor.
------------------------- -------------------------------------- ---------- ------------------------ -------
SERVICER_LOAN_NBR A unique number assigned to a loan Text up to 10 digits 10
by the Servicer. This may be
different than the LOAN_NBR.
------------------------- -------------------------------------- ---------- ------------------------ -------
The borrower name as received in the
BORROWER_NAME file. It is not separated by first Maximum length of 30 30
and last name. (Last, First)
------------------------- -------------------------------------- ---------- ------------------------ -------
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar 11
scheduled interest payment that a
borrower is expected to pay, P&I
constant. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
NET_INT_RATE The loan gross interest rate less 4 Max length of 6 6
the service fee rate as reported by
the Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
SERV_FEE_RATE The servicer's fee rate for a loan 4 Max length of 6 6
as reported by the Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
SERV_FEE_AMT The servicer's fee amount for a loan 2 No commas(,) or dollar 11
as reported by the Servicer. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar 11
reported by the Servicer. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
------------------------- -------------------------------------- ---------- ------------------------ -------
The borrower's actual principal
ACTL_BEG_PRIN_BAL balance at the beginning of the 2 No commas(,) or dollar 11
processing cycle. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
The borrower's actual principal
ACTL_END_PRIN_BAL balance at the end of the processing 2 No commas(,) or dollar 11
cycle. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing MM/DD/YYYY 10
cycle that the borrower's next
payment is due to the Servicer, as
reported by Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar 11
applied. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
SERV_CURT_DATE_1 The curtailment date associated with MM/DD/YYYY 10
the first curtailment amount.
------------------------- -------------------------------------- ---------- ------------------------ -------
The curtailment interest on the
CURT_ADJ_ AMT_1 first curtailment amount, if 2 No commas(,) or dollar 11
applicable. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar 11
applied. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
SERV_CURT_DATE_2 The curtailment date associated with MM/DD/YYYY 10
the second curtailment amount.
------------------------- -------------------------------------- ---------- ------------------------ -------
The curtailment interest on the
CURT_ADJ_ AMT_2 second curtailment amount, if 2 No commas(,) or dollar 11
applicable. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar 11
applied. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
SERV_CURT_DATE_3 The curtailment date associated with MM/DD/YYYY 10
the third curtailment amount.
------------------------- -------------------------------------- ---------- ------------------------ -------
The curtailment interest on the
CURT_ADJ_AMT_3 third curtailment amount, if 2 No commas(,) or dollar 11
applicable. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar 11
reported by the Servicer. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
PIF_DATE The paid in full date as reported by MM/DD/YYYY 10
the Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, ,
60=PIF,
63=Substitution,
65=Repurchase,70=REO
---------- ------------------------ -------
ACTION_CODE The standard FNMA numeric code used
to indicate the default/delinquent
status of a particular loan.
------------------------- -------------------------------------- ---------- ------------------------ -------
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar 11
adjustment as reported by the signs ($)
Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar 11
applicable. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
LOAN_LOSS_AMT The amount the Servicer is passing 2 No commas(,) or dollar 11
as a loss, if applicable. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar 11
amount due at the beginning of the
cycle date to be passed through to
investors. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
SCHED_END_PRIN_BAL The scheduled principal balance due 2 No commas(,) or dollar 11
to investors at the end of a signs ($)
processing cycle.
------------------------- -------------------------------------- ---------- ------------------------ -------
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar 11
reported by the Servicer for the
current cycle -- only applicable for
Scheduled/Scheduled Loans. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
SCHED_NET_INT The scheduled gross interest amount 2 No commas(,) or dollar 11
less the service fee amount for the
current cycle as reported by the
Servicer -- only applicable for
Scheduled/Scheduled Loans. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
ACTL_PRIN_AMT The actual principal amount 2 No commas(,) or dollar 11
collected by the Servicer for the
current reporting cycle -- only
applicable for Actual/Actual Loans. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
The actual gross interest amount
less the service fee amount for the
ACTL_NET_INT current reporting cycle as reported 2 No commas(,) or dollar 11
by the Servicer -- only applicable signs ($)
for Actual/Actual Loans.
------------------------- -------------------------------------- ---------- ------------------------ -------
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar 11
borrower prepays on his loan as signs ($)
reported by the Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar 11
the loan waived by the servicer. signs ($)
------------------------- -------------------------------------- ---------- ------------------------ -------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------- -------------------------------------- ---------- ------------------------ -------
MOD_TYPE The Modification Type. Varchar - value can be 30
alpha or numeric
------------------------- -------------------------------------- ---------- ------------------------ -------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal 2 No commas(,) or dollar 11
and interest advances made by signs ($)
Servicer.
------------------------- -------------------------------------- ---------- ------------------------ -------
25. The Agreement is hereby amended as of the date hereof by adding the following
new Exhibit F:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
STANDARD FILE LAYOUT - DELINQUENCY REPORTING
------------------------------- ------------------------------------------- ------------ -----------
COLUMN/HEADER NAME DESCRIPTION DECIMAL FORMAT
COMMENT
------------------------------- ------------------------------------------- ------------ -----------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the
LOAN_NBR
------------------------------- ------------------------------------------- ------------ -----------
LOAN_NBR A unique identifier assigned to each loan
by the originator.
------------------------------- ------------------------------------------- ------------ -----------
CLIENT_NBR Servicer Client Number
------------------------------- ------------------------------------------- ------------ -----------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans
in their system.
------------------------------- ------------------------------------------- ------------ -----------
BORROWER_FIRST_NAME First Name of the Borrower.
------------------------------- ------------------------------------------- ------------ -----------
BORROWER_LAST_NAME Last name of the borrower.
------------------------------- ------------------------------------------- ------------ -----------
PROP_ADDRESS Street Name and Number of Property
------------------------------- ------------------------------------------- ------------ -----------
PROP_STATE The state where the property located.
------------------------------- ------------------------------------------- ------------ -----------
PROP_ZIP Zip code where the property is located.
------------------------------- ------------------------------------------- ------------ -----------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment
MM/DD/YYYY is due to the servicer at the
end of processing cycle, as reported by
Servicer.
------------------------------- ------------------------------------------- ------------ -----------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
------------------------------- ------------------------------------------- ------------ -----------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim MM/DD/YYYY
was filed.
------------------------------- ------------------------------------------- ------------ -----------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy
was filed.
------------------------------- ------------------------------------------- ------------ -----------
BANKRUPTCY_CASE_NBR The case number assigned by the court to
the bankruptcy filing.
------------------------------- ------------------------------------------- ------------ -----------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy MM/DD/YYYY
has been approved by the courts
------------------------------- ------------------------------------------- ------------ -----------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From MM/DD/YYYY
Bankruptcy. Either by Dismissal,
Discharged and/or a Motion For Relief Was
Granted.
------------------------------- ------------------------------------------- ------------ -----------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved MM/DD/YYYY
By The Servicer
------------------------------- ------------------------------------------- ------------ -----------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For
A Loan Such As;
------------------------------- ------------------------------------------- ------------ -----------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is MM/DD/YYYY
Scheduled To End/Close
------------------------------- ------------------------------------------- ------------ -----------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually MM/DD/YYYY
Completed
------------------------------- ------------------------------------------- ------------ -----------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the
MM/DD/YYYY servicer with instructions to
begin foreclosure proceedings.
------------------------------- ------------------------------------------- ------------ -----------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to MM/DD/YYYY
Pursue Foreclosure
------------------------------- ------------------------------------------- ------------ -----------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney MM/DD/YYYY
in a Foreclosure Action
------------------------------- ------------------------------------------- ------------ -----------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is MM/DD/YYYY
expected to occur.
------------------------------- ------------------------------------------- ------------ -----------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
------------------------------- ------------------------------------------- ------------ -----------
FRCLSR_SALE_AMT The amount a property sold for at the 2 No
foreclosure sale. commas(,)
or dollar
signs ($)
------------------------------- ------------------------------------------- ------------ -----------
EVICTION_START_DATE The date the servicer initiates eviction MM/DD/YYYY
of the borrower.
------------------------------- ------------------------------------------- ------------ -----------
EVICTION_COMPLETED_DATE The date the court revokes legal MM/DD/YYYY
possession of the property from the
borrower.
------------------------------- ------------------------------------------- ------------ -----------
LIST_PRICE The price at which an REO property is 2 No
marketed. commas(,)
or dollar
signs ($)
------------------------------- ------------------------------------------- ------------ -----------
LIST_DATE The date an REO property is listed at a MM/DD/YYYY
particular price.
------------------------------- ------------------------------------------- ------------ -----------
OFFER_AMT The dollar value of an offer for an REO 2 No
property. commas(,)
or dollar
signs ($)
------------------------------- ------------------------------------------- ------------ -----------
OFFER_DATE_TIME The date an offer is received by DA Admin MM/DD/YYYY
or by the Servicer.
------------------------------- ------------------------------------------- ------------ -----------
REO_CLOSING_DATE The date the REO sale of the property is MM/DD/YYYY
scheduled to close.
------------------------------- ------------------------------------------- ------------ -----------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
------------------------------- ------------------------------------------- ------------ -----------
OCCUPANT_CODE Classification of how the property is
occupied.
------------------------------- ------------------------------------------- ------------ -----------
PROP_CONDITION_CODE A code that indicates the condition of
the property.
------------------------------- ------------------------------------------- ------------ -----------
PROP_INSPECTION_DATE The date a property inspection is MM/DD/YYYY
performed.
------------------------------- ------------------------------------------- ------------ -----------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
------------------------------- ------------------------------------------- ------------ -----------
CURR_PROP_VAL The current "as is" value of the 2
property based on brokers price opinion
or appraisal.
------------------------------- ------------------------------------------- ------------ -----------
REPAIRED_PROP_VAL The amount the property would be worth if 2
repairs are completed pursuant to a
broker's price opinion or appraisal.
------------------------------- ------------------------------------------- ------------ -----------
IF APPLICABLE:
------------------------------- ------------------------------------------- ------------ -----------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
------------------------------- ------------------------------------------- ------------ -----------
DELINQ_REASON_CODE The circumstances which caused a borrower
to stop paying on a loan. Code indicates
the reason why the loan is in default for
this cycle.
------------------------------- ------------------------------------------- ------------ -----------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed MM/DD/YYYY
With Mortgage Insurance Company.
------------------------------- ------------------------------------------- ------------ -----------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No
commas(,)
or
dollar
signs
($)
------------------------------- ------------------------------------------- ------------ -----------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed MM/DD/YYYY
Claim Payment
------------------------------- ------------------------------------------- ------------ -----------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On 2 No
Claim commas(,)
or dollar
signs ($)
------------------------------- ------------------------------------------- ------------ -----------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance MM/DD/YYYY
Company
------------------------------- ------------------------------------------- ------------ -----------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance 2 No
Company commas(,)
or dollar
signs ($)
------------------------------- ------------------------------------------- ------------ -----------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was MM/DD/YYYY
Issued By The Pool Insurer
------------------------------- ------------------------------------------- ------------ -----------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance 2 No
Company commas(,)
or dollar
signs ($)
------------------------------- ------------------------------------------- ------------ -----------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
------------------------------- ------------------------------------------- ------------ -----------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No
commas(,)
or
dollar
signs
($)
------------------------------- ------------------------------------------- ------------ -----------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
------------------------------- ------------------------------------------- ------------ -----------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No
commas(,)
or
dollar
signs
($)
------------------------------- ------------------------------------------- ------------ -----------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
------------------------------- ------------------------------------------- ------------ -----------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No
commas(,)
or
dollar
signs
($)
------------------------------- ------------------------------------------- ------------ -----------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
------------------------------- ------------------------------------------- ------------ -----------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No
commas(,)
or
dollar
signs
($)
------------------------------- ------------------------------------------- ------------ -----------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the MM/DD/YYYY
Veterans Admin
------------------------------- ------------------------------------------- ------------ -----------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim MM/DD/YYYY
Payment
------------------------------- ------------------------------------------- ------------ -----------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No
commas(,)
or
dollar
signs
($)
------------------------------- ------------------------------------------- ------------ -----------
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Wells
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The OCCUPANT CODE field should show the current status of the property code as
follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The PROPERTY CONDITION field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
follows:
-------------------- ----------------------------------------------
DELINQUENCY CODE DELINQUENCY DESCRIPTION
-------------------- ----------------------------------------------
001 FNMA-Death of principal mortgagor
-------------------- ----------------------------------------------
002 FNMA-Illness of principal mortgagor
-------------------- ----------------------------------------------
003 FNMA-Illness of mortgagor's family member
-------------------- ----------------------------------------------
004 FNMA-Death of mortgagor's family member
-------------------- ----------------------------------------------
005 FNMA-Marital difficulties
-------------------- ----------------------------------------------
006 FNMA-Curtailment of income
-------------------- ----------------------------------------------
007 FNMA-Excessive Obligation
-------------------- ----------------------------------------------
008 FNMA-Abandonment of property
-------------------- ----------------------------------------------
009 FNMA-Distant employee transfer
-------------------- ----------------------------------------------
011 FNMA-Property problem
-------------------- ----------------------------------------------
012 FNMA-Inability to sell property
-------------------- ----------------------------------------------
013 FNMA-Inability to rent property
-------------------- ----------------------------------------------
014 FNMA-Military Service
-------------------- ----------------------------------------------
015 FNMA-Other
-------------------- ----------------------------------------------
016 FNMA-Unemployment
-------------------- ----------------------------------------------
017 FNMA-Business failure
-------------------- ----------------------------------------------
019 FNMA-Casualty loss
-------------------- ----------------------------------------------
022 FNMA-Energy environment costs
-------------------- ----------------------------------------------
023 FNMA-Servicing problems
-------------------- ----------------------------------------------
026 FNMA-Payment adjustment
-------------------- ----------------------------------------------
027 FNMA-Payment dispute
-------------------- ----------------------------------------------
029 FNMA-Transfer of ownership pending
-------------------- ----------------------------------------------
030 FNMA-Fraud
-------------------- ----------------------------------------------
031 FNMA-Unable to contact borrower
-------------------- ----------------------------------------------
INC FNMA-Incarceration
-------------------- ----------------------------------------------
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT STATUS CODE field should show the Status of Default as
follows:
-------------------- ---------------------------------------------
STATUS CODE STATUS DESCRIPTION
-------------------- ---------------------------------------------
09 Forbearance
-------------------- ---------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
-------------------- ---------------------------------------------
24 Government Seizure
-------------------- ---------------------------------------------
26 Refinance
-------------------- ---------------------------------------------
27 Assumption
-------------------- ---------------------------------------------
28 Modification
-------------------- ---------------------------------------------
29 Charge-Off
-------------------- ---------------------------------------------
30 Third Party Sale
-------------------- ---------------------------------------------
31 Probate
-------------------- ---------------------------------------------
32 Military Indulgence
-------------------- ---------------------------------------------
43 Foreclosure Started
-------------------- ---------------------------------------------
44 Deed-in-Lieu Started
-------------------- ---------------------------------------------
49 Assignment Completed
-------------------- ---------------------------------------------
61 Second Lien Considerations
-------------------- ---------------------------------------------
62 Veteran's Affairs-No Bid
-------------------- ---------------------------------------------
63 Veteran's Affairs-Refund
-------------------- ---------------------------------------------
64 Veteran's Affairs-Buydown
-------------------- ---------------------------------------------
65 Chapter 7 Bankruptcy
-------------------- ---------------------------------------------
66 Chapter 11 Bankruptcy
-------------------- ---------------------------------------------
67 Chapter 13 Bankruptcy
-------------------- ---------------------------------------------
26. The Agreement is hereby amended effective as of the date hereof by
adding the following new Exhibit K:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service to a
securitization documents; (ii) service on a "Scheduled/Scheduled" reporting
basis (advancing through the liquidation of an REO Property), (iii) make
compensating interest payments on payoffs and curtailments and (iv) remit and
report to a Master Servicer in format acceptable to such Master Servicer by the
10th calendar day of each month.
o The Company shall provide an acceptable annual certification
(officer's certificate) to the Master Servicer (as required by the
Sarbanes-Oxley Act of 2002) as well as any other annual certifications required
under the securitization documents (i.e. the annual statement as to
compliance/annual independent certified public accountants' servicing report due
by March 1 of each year).
o The Company shall allow for the Purchaser, the Master Servicer or
their designee to perform a review of audited financials and net worth of the
Company.
o The Company shall provide a Uniform Single Attestation Program
certificate and Management Assertion as requested by the Master Servicer or the
Purchaser.
o The Company shall provide information on each Custodial Account as
requested by the Master Servicer or the Purchaser, and each Custodial Accounts
shall comply with the requirements for such accounts as set forth in the
securitization documents.
o The Company shall maintain its servicing system in accordance with the
requirements of the Master Servicer.
27. The Agreement is hereby amended effective as of the date hereof by
adding the following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among
[IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF
COMPANY] (the "Company"), certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers, with
the knowledge and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement"), the report on assessment of the Company's compliance with
the servicing criteria set forth in Item 1122(d) of Regulation AB (the
"Servicing Criteria"), provided in accordance with Rules 13a-18 and
15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the
registered public accounting firm's attestation report provided in
accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
Section 1122(b) of Regulation AB (the "Attestation Report"), and all
servicing reports, officer's certificates and other information relating
to the servicing of the Mortgage Loans by the Company during 200[ ] that
were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken
as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in
the light of the circumstances under which such statements were made,
not misleading with respect to the period of time covered by the Company
Servicing Information;
Based on my knowledge, all of the Company Servicing Information
required to be provided by the Company under the Agreement has been
provided to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee];
I am responsible for reviewing the activities performed by the
Company as servicer under the Agreement, and based on my knowledge and
the compliance review conducted in preparing the Compliance Statement
and except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its
obligations under the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to
this Agreement, and the Servicing Assessment and Attestation Report required to
be provided by the Company and by any Subservicer and Subcontractor pursuant to
the Agreement, have been provided to the [Depositor] [Master Servicer]. Any
material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports.
28. The Agreement is hereby amended effective as of the date hereof by
adding the following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event
of a conflict or inconsistency between the terms of this Exhibit M and the text
of Regulation AB, the text of Regulation AB, its adopting release and other
public statements of the SEC shall control.
ITEM 1122(D)
(a) General servicing considerations.
(1) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the transaction
agreements.
(2) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third party's
performance and compliance with such servicing activities.
(3) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
(4) A fidelity bond and errors and omissions policy is in effect on
the party participating in the servicing function throughout the reporting
period in the amount of coverage required by and otherwise in accordance with
the terms of the transaction agreements.
(b) Cash collection and administration.
(1) Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more than two
business days following receipt, or such other number of days specified in the
transaction agreements.
(2) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
(3) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such advances, are
made, reviewed and approved as specified in the transaction agreements.
(4) The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set forth
in the transaction agreements.
(5) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements. For purposes
of this criterion, "federally insured depository institution" with respect to a
foreign financial institution means a foreign financial institution that meets
the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(6) Unissued checks are safeguarded so as to prevent unauthorized
access.
(7) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank statement cutoff
date, or such other number of days specified in the transaction agreements; (C)
reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
(c) Investor remittances and reporting.
(1) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction agreements and
applicable Commission requirements. Specifically, such reports (A) are prepared
in accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal balance and number of
mortgage loans serviced by the Servicer.
(2) Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in the
transaction agreements.
(3) Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of days specified
in the transaction agreements.
(4) Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank statements.
(d) Mortgage Loan administration.
(1) Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
(2) Mortgage loan and related documents are safeguarded as required by
the transaction agreements.
(3) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or requirements in
the transaction agreements.
(4) Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to the Servicer's
obligor records maintained no more than two business days after receipt, or such
other number of days specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance with the related
mortgage loan documents.
(5) The Servicer's records regarding the mortgage loans agree with the
Servicer's records with respect to an obligor's unpaid principal balance.
(6) Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and
approved by authorized personnel in accordance with the transaction agreements
and related mortgage loan documents.
(7) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and repossessions,
as applicable) are initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the transaction agreements.
(8) Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or such
other period specified in the transaction agreements, and describe the entity's
activities in monitoring delinquent mortgage loans including, for example, phone
calls, letters and payment rescheduling plans in cases where delinquency is
deemed temporary (e.g., illness or unemployment).
(9) Adjustments to interest rates or rates of return for mortgage
loans with variable rates are computed based on the related mortgage loan
documents.
(10) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the obligor's
mortgage loan documents, on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan documents and
state laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other number of
days specified in the transaction agreements.
(11) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration dates, as
indicated on the appropriate bills or notices for such payments, provided that
such support has been received by the Servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the transaction
agreements.
(12) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the Servicer's funds and not charged
to the obligor, unless the late payment was due to the obligor's error or
omission.
(13) Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the Servicer, or such other
number of days specified in the transaction agreements.
(14) Delinquencies, charge-offs and uncollectable accounts are
recognized and recorded in accordance with the transaction agreements.
(15) Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth
in the transaction agreements.
29. The Agreement is hereby amended effective as of the date hereof by
adding the following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event
of a conflict or inconsistency between the terms of this Exhibit N and the text
of Regulation AB, the text of Regulation AB, its adopting release and other
public statements of the SEC shall control.
ITEM 1105(A)(1)-(3) AND (C)
-Provide static pool information with respect to mortgage loans that
were originated or purchased by the Company and which are of the same type as
the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative
losses and prepayments for prior securitized pools of the Company.
-If the Company has less than 3 years experience securitizing assets of
the same type as the Mortgage Loans, provide the static pool information by
vintage origination years regarding loans originated or purchased by the
Company, instead of by prior securitized pool. A vintage origination year
represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for
so long as the Company has been originating or purchasing (in the case of data
by vintage origination year) or securitizing (in the case of data by prior
securitized pools) such mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior
securitized pool, as applicable, shall be presented in monthly increments over
the life of the mortgage loans included in the vintage origination year or prior
securitized pool.
-Provide summary information for the original characteristics of the
prior securitized pools or vintage origination years, as applicable and
material, including: number of pool assets, original pool balance, weighted
average initial loan balance, weighted average mortgage rate, weighted average
and minimum and maximum FICO, product type, loan purpose, weighted average and
minimum and maximum LTV, distribution of loans by mortgage rate, and geographic
concentrations of 5% or more.
ITEM 1108(B) AND (C)
Provide the following information with respect to each servicer that
will service, including interim service, 20% or more of the mortgage loans in
any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential
mortgage loans; a general discussion of the Company's experience in servicing
assets of any type as well as a more detailed discussion of the Company's
experience in, and procedures for the servicing function it will perform under
this Agreement and any Reconstitution Agreements; information regarding the
size, composition and growth of the Company's portfolio of mortgage loans of the
type similar to the Mortgage Loans and information on factors related to the
Company that may be material to any analysis of the servicing of the Mortgage
Loans or the related asset-backed securities, as applicable, including whether
any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether
any material noncompliance with applicable servicing criteria as to any other
securitization has been disclosed or reported by the Company, and the extent of
outsourcing the Company uses;
-a description of any material changes to the Company's policies or
procedures in the servicing function it will perform under this Agreement and
any Reconstitution Agreements for mortgage loans of the type similar to the
Mortgage Loans during the past three years;
-information regarding the Company's financial condition to the extent
that there is a material risk that the effect on one or more aspects of
servicing resulting from such financial condition could have a material impact
on the performance of the securities issued in the Pass-Through Transfer, or on
servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same
type as the Mortgage Loans, and the Company's processes and procedures designed
to address such factors;
-statistical information regarding principal and interest advances made
by the Company on the Mortgage Loans and the Company's overall servicing
portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies
and recoveries, such as through liquidation of REO Properties, foreclosure, sale
of the Mortgage Loans or workouts.
ITEM 1110(A)
-Identify any originator or group of affiliated originators that
originated, or is expected to originate, 10% or more of the mortgage loans in
any loan group in the securitization issued in the Pass-Through Transfer.
ITEM 1110(B)
Provide the following information with respect to any originator or
group of affiliated originators that originated, or is expected to originate,
20% or more of the mortgage loans in any loan group in the securitization issued
in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the
Company has been engaged in originating residential mortgage loans, which
description must include a discussion of the Company's experience in originating
mortgage loans of the same type as the Mortgage Loans and information regarding
the size and composition of the Company's origination portfolio as well as
information that may be material to an analysis of the performance of the
Mortgage Loans, such as the Company's credit-granting or underwriting criteria
for mortgage loans of the same type as the Mortgage Loans.
ITEM 1117
-describe any legal proceedings pending against the Company or against
any of its property, including any proceedings known to be contemplated by
governmental authorities, that may be material to the holders of the securities
issued in the Pass-Through Transfer.
ITEM 1119(A)
-describe any affiliations of the Company, each other originator of the
Mortgage Loans and each Subservicer with the sponsor, depositor, issuing entity,
trustee, any originator, any other servicer, any significant obligor,
enhancement or support provider or any other material parties related to the
Pass-Through Transfer.
ITEM 1119(B)
-describe any business relationship, agreement, arrangement, transaction
or understanding entered into outside of the ordinary course of business or on
terms other than those obtained in an arm's length transaction with an unrelated
third party, apart from the Pass-Through Transfer, between the Company, each
other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective
affiliates, that exists currently or has existed during the past two years, that
may be material to the understanding of an investor in the securities issued in
the Pass-Through Transfer.
ITEM 1119(C)
-describe any business relationship, agreement, arrangement, transaction
or understanding involving or relating to the Mortgage Loans or the Pass-Through
Transfer, including the material terms and approximate dollar amount involved,
between the Company, each other originator of the Mortgage Loans and each
Subservicer, or their respective affiliates and the sponsor, depositor or
issuing entity or their respective affiliates, that exists currently or has
existed during the past two years.
30. The Agreement is hereby amended effective as of the date hereof by
adding the following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria":
-------------------------------------------------------------------------- ------------------
SERVICING CRITERIA APPLICABLE
SERVICING
CRITERIA
-------------------------------------------------------------------------- ------------------
REFERENCE CRITERIA
----------------- -------------------------------------------------------- ------------------
GENERAL SERVICING CONSIDERATIONS
----------------- ------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
accordance with the transaction agreements.
----------------- ------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to
third parties, policies and procedures are instituted to
monitor the third party's performance and compliance
with such servicing activities.
----------------- ------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to
maintain a back-up servicer for the mortgage loans are
maintained.
----------------- ------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in
effect on the party participating in the servicing
function throughout the reporting period in the amount
of coverage required by and otherwise in accordance with
the terms of the transaction agreements.
----------------- ------------------
CASH COLLECTION AND ADMINISTRATION
----------------- ------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days
following receipt, or such other number of days
specified in the transaction agreements.
----------------- ------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized
personnel.
----------------- ------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections,
cash flows or distributions, and any interest or other
fees charged for such advances, are made, reviewed and
approved as specified in the transaction agreements.
----------------- ------------------
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g.,
with respect to commingling of cash) as set
1122(d)(2)(iv) forth in the transaction agreements.
----------------- ------------------
1122(d)(2)(v) Each custodial account is maintained at a federally
insured depository institution as set forth in the
transaction agreements. For purposes of this criterion,
"federally insured depository institution" with respect
to a foreign financial institution means a foreign
financial institution that meets the requirements of
Rule 13k-1(b)(1) of the Securities Exchange Act.
----------------- ------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
----------------- ------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts.
These reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the bank
statement cutoff date, or such other number of days
specified in the transaction agreements; (C) reviewed
and approved by someone other than the person who
prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling
items are resolved within 90 calendar days of their
original identification, or such other number of days
specified in the transaction agreements.
----------------- ------------------
INVESTOR REMITTANCES AND REPORTING
----------------- ------------------
1122(d)(3)(i) Reports to investors, including those to be filed with
the Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms
set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and
regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
----------------- ------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and
other terms set forth in the transaction agreements.
----------------- ------------------
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or
such other number of days specified in the
1122(d)(3)(iii) transaction agreements.
----------------- ------------------
Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment,
1122(d)(3)(iv) or custodial bank statements.
----------------- ------------------
POOL ASSET ADMINISTRATION
----------------- ------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained
as required by the transaction agreements or related
mortgage loan documents.
----------------- ------------------
Mortgage loan and related documents are safeguarded as
1122(d)(4)(ii) required by the transaction agreements
----------------- ------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset
pool are made, reviewed and approved in accordance with
any conditions or requirements in the transaction
agreements.
----------------- ------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made
in accordance with the related mortgage loan documents
are posted to the Servicer's obligor records maintained
no more than two business days after receipt, or such
other number of days specified in the transaction
agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the
related mortgage loan documents.
----------------- ------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans
agree with the Servicer's records with respect to an
obligor's unpaid principal balance.
----------------- ------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an
obligor's mortgage loans (e.g., loan modifications or
re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements
and related pool asset documents.
----------------- ------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance
plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with
the timeframes or other requirements established by the
transaction agreements.
----------------- ------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such
other period specified in the transaction agreements,
and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone
calls, letters and payment rescheduling plans in cases
where delinquency is deemed temporary (e.g., illness or
unemployment).
----------------- ------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for
mortgage loans with variable rates are computed based on
the related mortgage loan documents.
----------------- ------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such
as escrow accounts): (A) such funds are analyzed, in
accordance with the obligor's mortgage loan documents,
on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on
such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and
state laws; and (C) such funds are returned to the
obligor within 30 calendar days of full repayment of the
related mortgage loans, or such other number of days
specified in the transaction agreements.
----------------- ------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided
that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such
other number of days specified in the transaction
agreements.
----------------- ------------------
1122(d)(4)(xii) Any late payment penalties in connection with any
payment to be made on behalf of an obligor are paid from
the servicer's funds and not charged to the obligor,
unless the late payment was due to the obligor's error
or omission.
----------------- ------------------
Disbursements made on behalf of an obligor are posted
within two business days to the obligor's records
maintained by the servicer, or such other number of
1122(d)(4)(xiii) days specified in the transaction agreements.
----------------- ------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts
are recognized and recorded in accordance with the
transaction agreements.
----------------- ------------------
Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the
1122(d)(4)(xv) transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
[NAME OF COMPANY] [NAME OF
SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
31. The Agreement is hereby amended as of the date hereof by adding the
following new Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET
NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY
AND ALL CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON
THE REMITTANCE REPORT DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS
NOT BEING PASSED UNTIL THE FOLLOWING MONTH. THE SERVICER IS
RESPONSIBLE TO REMIT ALL FUNDS PENDING LOSS APPROVAL AND /OR
RESOLUTION OF ANY DISPUTED ITEMS.
1.
2. The numbers on the 332 form correspond with the numbers listed
below.
LIQUIDATION AND ACQUISITION EXPENSES:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing
fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee
that would have been earned if all delinquent payments had been
made as agreed. For documentation, an Amortization Schedule from
date of default through liquidation breaking out the net interest
and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance
of the Mortgage Loan as calculated on a monthly basis. For
documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing
fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form -
breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to
default require evidence of servicer efforts to recover
advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision
and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further
documentation.
13. The total of lines 1 through 12.
3. CREDITS:
14-21.Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale,
bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
PLEASE NOTE: For HUD/VA loans, use line (18a) for Part A/Initial
proceeds and line (18b) for Part B/Supplemental proceeds.
TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis ( ).
CALCULATION OF REALIZED LOSS/GAIN FORM 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------- ------------------------------- ------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------- ------------------------------- ------------------------------------
WELLS FARGO BANK, N.A. LOAN NO._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
LIQUIDATION TYPE: REO SALE 3RD PARTY SALE SHORT SALE CHARGE
OFF
WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN YES NO
If "Yes", provide deficiency or cramdown amount _______________________________
LIQUIDATION AND ACQUISITION EXPENSES:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2)Interest accrued at Net Rate ________________ (2)
(3)Accrued Servicing Fees ________________ (3)
(4)Attorney's Fees ________________ (4)
(5)Taxes (see page 2) ________________ (5)
(6)Property Maintenance ________________ (6)
(7)MI/Hazard Insurance Premiums (see page 2) ________________ (7)
(8)Utility Expenses ________________ (8)
(9)Appraisal/BPO ________________ (9)
(10) Property Inspections ________________ (10)
(11) FC Costs/Other Legal Expenses ________________ (11)
(12) Other (itemize) ________________ (12)
Cash for Keys__________________________ ________________ (12)
HOA/Condo Fees_______________________ ________________ (12)
______________________________________ ________________ (12)
TOTAL EXPENSES $ _______________ (13)
CREDITS:
(14) Escrow Balance $ _______________ (14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a)
HUD Part A
________________
(18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
TOTAL CREDITS $________________ (22)
TOTAL REALIZED LOSS (OR AMOUNT OF GAIN) $________________ (23)
ESCROW DISBURSEMENT DETAIL
--------------- ------------ ------------- ------------- ------------- ------------ -------------
TYPE DATE PAID PERIOD OF TOTAL PAID BASE AMOUNT PENALTIES INTEREST
(TAX /INS.) COVERAGE
--------------- ------------ ------------- ------------- ------------- ------------ -------------
--------------- ------------ ------------- ------------- ------------- ------------ -------------
--------------- ------------ ------------- ------------- ------------- ------------ -------------
--------------- ------------ ------------- ------------- ------------- ------------ -------------
--------------- ------------ ------------- ------------- ------------- ------------ -------------
--------------- ------------ ------------- ------------- ------------- ------------ -------------
--------------- ------------ ------------- ------------- ------------- ------------ -------------
--------------- ------------ ------------- ------------- ------------- ------------ -------------
--------------- ------------ ------------- ------------- ------------- ------------ -------------
32. Except as amended above, the Agreement shall continue to be in full
force and effect in accordance with its terms.
33. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts and of said counterparts taken together
shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:
------------------------------------
Name:
Title:
SAVANNAH BANK, NA dba HARBOURSIDE
MORTGAGE CORPORATION,
as Company
By:
------------------------------------
Name:
Title:
EXHIBIT Q-2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EMC MORTGAGE CORPORATION
Purchaser,
HSBC MORTGAGE CORPORATION (USA)
Company,
AMENDED AND RESTATED
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2005
(Fixed and Adjustable Rate Mortgage Loans)
TABLE OF CONTENTS
ARTICLE I
Section 1.01 Defined Terms..................................................
ARTICLE II
Section 2.01 Agreement to Purchase..........................................
Section 2.02 Purchase Price.................................................
Section 2.03 Servicing of Mortgage Loans....................................
Section 2.04 Record Title and Possession of Mortgage Files;
Maintenance of Servicing Files.................................
Section 2.05 Books and Records..............................................
Section 2.06 Transfer of Mortgage Loans.....................................
Section 2.07 Delivery of Mortgage Loan Documents............................
Section 2.08 Quality Control Procedures.....................................
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults....
Section 2.10 Modification of Obligations....................................
ARTICLE III
Section 3.01 Representations and Warranties of the Company..................
Section 3.02 Representations and Warranties as to
Individual Mortgage Loans......................................
Section 3.03 Repurchase; Substitution.......................................
Section 3.04 Representations and Warranties of the Purchaser................
ARTICLE IV
Section 4.01 Company to Act as Servicer.....................................
Section 4.02 Collection of Mortgage Loan Payments...........................
Section 4.03 Realization Upon Defaulted Mortgage Loans......................
Section 4.04 Establishment of Custodial Accounts;
Deposits in Custodial Accounts.................................
Section 4.05 Permitted Withdrawals from the Custodial Account...............
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts..
Section 4.07 Permitted Withdrawals From Escrow Account......................
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of
Primary Mortgage Insurance Policies; Collections Thereunder....
Section 4.09 Transfer of Accounts...........................................
Section 4.10 Maintenance of Hazard Insurance................................
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy............
Section 4.12 Fidelity Bond, Errors and Omissions Insurance..................
Section 4.13 Title, Management and Disposition of REO Property..............
Section 4.14 Notification of Maturity Date..................................
ARTICLE V
Section 5.01 Distributions..................................................
Section 5.02 Statements to the Purchaser....................................
Section 5.03 Monthly Advances by the Company................................
Section 5.04 Liquidation Reports............................................
ARTICLE VI
Section 6.01 Assumption Agreements..........................................
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files........
Section 6.03 Servicing Compensation.........................................
Section 6.04 Annual Statement as to Compliance..............................
Section 6.05 Annual Independent Certified Public Accountants'
Servicing Report...............................................
Section 6.06 Purchaser's Right to Examine Company Records...................
ARTICLE VII
Section 7.01 Company Shall Provide Information as Reasonably Required......
ARTICLE VIII
Section 8.01 Indemnification; Third Party Claims............................
Section 8.02 Merger or Consolidation of the Company.........................
Section 8.03 Limitation on Liability of the Company and Others..............
Section 8.04 Company Not to Assign or Resign................................
Section 8.05 No Transfer of Servicing.......................................
ARTICLE IX
Section 9.01 Events of Default..............................................
Section 9.02 Waiver of Defaults.............................................
ARTICLE X
Section 10.01 Termination...................................................
Section 10.02 Termination without cause.....................................
ARTICLE XI
Section 11.01 Successor to the Company......................................
Section 11.02 Amendment.....................................................
Section 11.03 Recordation of Agreement......................................
Section 11.04 Governing Law.................................................
Section 11.05 Notices.......................................................
Section 11.06 Severability of Provisions....................................
Section 11.07 Exhibits......................................................
Section 11.08 General Interpretive Principles...............................
Section 11.09 Reproduction of Documents.....................................
Section 11.10 Confidentiality of Information................................
Section 11.11 Recordation of Assignment of Mortgage.........................
Section 11.12 Assignment by Purchaser.......................................
Section 11.13 No Partnership................................................
Section 11.14 Execution: Successors and Assigns.............................
Section 11.15 Entire Agreement..............................................
Section 11.16 No Solicitation...............................................
Section 11.17 Closing.......................................................
Section 11.18 Cooperation of Company with Reconstitution....................
Section 11.19 Monthly Reporting with Respect to a Reconstitution............
EXHIBITS
A Contents of Mortgage File
B Custodial Account Letter Agreement
C Escrow Account Letter Agreement
D Form of Assignment, Assumption and Recognition Agreement
E Form of Trial Balance
F [reserved]
G Request for Release of Documents and Receipt
H Company's Underwriting Guidelines
I Form of Term Sheet
J Reconstituted Mortgage Loan Reporting
This is an Amended and Restated Purchase, Warranties and Servicing
Agreement, dated as of September 1, 2005, which amends and restates the
Purchase, Warranties and Servicing Agreement, originally dated May 1, 2002, each
between EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac
Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the
"Purchaser") and HSBC Mortgage Corporation (USA), with offices located at 2929
Walden Avenue, Depew, New York 14043 (the "Company").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Purchaser has heretofore agreed to purchase from the
Company and the Company has heretofore agreed to sell to the Purchaser, from
time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of
trust or other security instrument creating a first lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule,
which is annexed to the related Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the
representations and warranties of the Company with respect to itself and the
Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Purchaser and the Company agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meaning specified in
this Article:
ACCEPTED SERVICING PRACTICES: With respect to any Mortgage Loan, those
mortgage servicing practices (including collection procedures) of prudent
mortgage banking institutions which service mortgage loans of the same type as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides
including future updates.
ADJUSTMENT DATE: As to each adjustable rate Mortgage Loan, the date on
which the Mortgage Interest Rate is adjusted in accordance with the terms of the
related Mortgage Note.
AGREEMENT: This Purchase, Warranties and Servicing Agreement including
all exhibits hereto, amendments hereof and supplements hereto.
APPRAISED VALUE: With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an appraisal made for the originator of
the Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser who met the minimum requirements of Fannie Mae and FHLMC, and (ii) the
purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced
Mortgage Loan, such value of the Mortgaged Property is based solely upon the
value determined by an appraisal made for the originator of such Refinanced
Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an
appraiser who met the minimum requirements of FANNIE MAE and FHLMC. However in
the case of a mortgage made on property in New York State value will always be
determined by the appraisal for determining any requirement for primary mortgage
insurance only.
ASSIGNMENT: An individual assignment of the Mortgage, notice of transfer
or equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale or transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
BUSINESS DAY: Any day other than: (i) a Saturday or Sunday, or (ii) a
legal holiday in the State of New York or (iii) a day on which banks in the
State of New York are authorized or obligated by law or executive order to be
closed.
BUYDOWN AGREEMENT: An agreement between the Seller and a Mortgagor, or
an agreement among the Company, a Mortgagor and a seller of a Mortgaged Property
or a third party with respect to a Mortgage Loan which provides for the
application of Buydown Funds.
BUYDOWN FUNDS: In respect of any Buydown Mortgage Loan, any amount
contributed by seller of a Mortgaged Property subject to a Buydown Mortgage
Loan, the buyer of such property, the Company or any other source, plus interest
earned thereon, in order to enable the Mortgagor to reduce the payments required
to be made from the mortgagor's fund in the early years of a Mortgage Loan.
BUYDOWN MORTGAGE LOAN: Any Mortgage Loan in respect of which, pursuant
to a Buydown Agreement, (i) the Mortgagor pays less than the full monthly
payments specified in the Mortgage Note for a specified period, and (ii) the
difference between the payments required under such Buydown Agreement and the
Mortgage Note is provided from Buydown Funds.
BUYDOWN PERIOD: The period of time when a Buydown Agreement is in effect
with respect to a related Buydown Mortgage Loan.
CLOSING DATE: With respect to any Mortgage Loan, the date stated on the
related Term Sheet.
CODE: The Internal Revenue Code of 1986, or any successor statute
thereto.
COMPANY: HSBC Mortgage Corporation (USA), their successors in interest
and assigns, as permitted by this Agreement.
CONDEMNATION PROCEEDS: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
CONFIRMATION: The trade confirmation letter between the Purchaser and
the Company which relates to the Mortgage Loans.
CONSUMER INFORMATION: Information including, but not limited to, all
personal information about Mortgagors that is supplied to the Purchaser by or on
behalf of the Company.
CO-OP LEASE: With respect to a Co-op Loan, the lease with respect to a
dwelling unit occupied by the Mortgagor and relating to the stock allocated to
the related dwelling unit.
CO-OP LOAN: A Mortgage Loan secured by the pledge of stock allocated to
a dwelling unit in a residential cooperative housing corporation and a
collateral assignment of the related Co-op Lease.
CREDIT SCORE: The credit score of the Mortgagor provided by Fair, Isaac
& Company, Inc. or such other organization providing credit scores as per HSBC
underwriting/program guidelines in affect at the time of the origination of a
Mortgage Loan.
CURRENT APPRAISED VALUE: With respect to any Mortgaged Property, the
value thereof as determined by an appraisal made for the Company (by an
appraiser who met the requirements of the Company and Fannie Mae) at the request
of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy
in accordance with federal, state and local laws and regulations or otherwise
made at the request of the Company or Mortgagor.
CURRENT LTV: The ratio of the Stated Principal Balance of a Mortgage
Loan to the Current Appraised Value of the Mortgaged Property.
CUSTODIAL ACCOUNT: Each separate demand account or accounts created and
maintained pursuant to Section 4.04 which shall be entitled
"[_____________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans" and shall be established in an Eligible Account, in the name of
the Person that is the "Purchaser" with respect to the related Mortgage Loans.
CUSTODIAN: With respect to any Mortgage Loan, the entity stated on the
related Term Sheet, and its successors and assigns, as custodian for the
Purchaser.
CUT-OFF DATE: With respect to any Mortgage Loan, the date stated on the
related Term Sheet.
DETERMINATION DATE: The 15th day (or if such 15th day is not a Business
Day, the Business Day immediately preceding such 15th day) of the month of the
related Remittance Date.
DUE DATE: The day of the month on which the Monthly Payment is due on a
Mortgage Loan, exclusive of any days of grace, which is the first day of the
month.
DUE PERIOD: With respect to any Remittance Date, the period commencing
on the second day of the month preceding the month of such Remittance Date and
ending on the first day of the month of the Remittance Date.
ELIGIBLE ACCOUNT: An account established and maintained: (i) within FDIC
insured accounts created, maintained and monitored by the Company so that all
funds deposited therein are fully insured, or (ii) as a trust account with the
corporate trust department of a depository institution or trust company
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia which is not affiliated with the
Company (or any sub-servicer) or (iii) with an entity which is an institution
whose deposits are insured by the FDIC, the unsecured and uncollateralized
long-term debt obligations of which shall be rated "A2" or higher by Standard &
Poor's and "A" or higher by Fitch, Inc. or one of the two highest short-term
ratings by any applicable Rating Agency, and which is either (a) a federal
savings association duly organized, validly existing and in good standing under
the federal banking laws, (b) an institution duly organized, validly existing
and in good standing under the applicable banking laws of any state, (c) a
national banking association under the federal banking laws, or (d) a principal
subsidiary of a bank holding company, or (iv) if ownership of the Mortgage Loans
is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner
of the Mortgage Loans shall be fully protected against the claims of any
creditors of the Company (or any sub-servicer) and of any creditors or
depositors of the institution in which such account is maintained or (v) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. In the event that a Custodial Account is established pursuant to
clause (iii), (iv) or (v) of the preceding sentence, the Company shall provide
the Purchaser with written notice on the Business Day following the date on
which the applicable institution fails to meet the applicable ratings
requirements.
ELIGIBLE INSTITUTION: An institution having (i) the highest short-term
debt rating, and one of the two highest long-term debt ratings of each Rating
Agency; or (ii) with respect to any Custodial Account, an unsecured long-term
debt rating of at least one of the two highest unsecured long-term debt ratings
of each Rating Agency.
EQUITY TAKE-OUT REFINANCED MORTGAGE LOAN: A Refinanced Mortgage Loan the
proceeds of which were in excess of the outstanding principal balance of the
existing mortgage loan as defined in the HSBC underwriting manual in effect at
the time of origination.
ESCROW ACCOUNT: Each separate trust account or accounts created and
maintained pursuant to Section 4.06 which shall be entitled "__________________,
in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and
various Mortgagors" and shall be established in an Eligible Account, in the name
of the Person that is the "Purchaser" with respect to the related Mortgage
Loans.
ESCROW PAYMENTS: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
EVENT OF DEFAULT: Any one of the conditions or circumstances enumerated
in Section 9.01.
FANNIE MAE: The Federal National Mortgage Association, or any successor
thereto.
FANNIE MAE GUIDE(S): The Fannie Mae Selling Guide and the Fannie Mae
Servicing Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
FHLMC GUIDE: The FHLMC Single Family Seller/Servicer Guide and all
amendments or additions thereto.
FIDELITY BOND: A fidelity bond to be maintained by the Company pursuant
to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act
of 1989.
FIRST REMITTANCE DATE: With respect to any Mortgage Loan, the Remittance
Date occurring in the month following the month in which the related Closing
Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or
any successor.
INDEX: With respect to any adjustable rate Mortgage Loan, the index
identified on the Mortgage Loan Schedule and set forth in the related Mortgage
Note for the purpose of calculating the interest rate thereon.
INITIAL RATE CAP: As to each adjustable rate Mortgage Loan, where
applicable, the maximum increase or decrease in the Mortgage Interest Rate on
the first Adjustment Date.
INSURANCE PROCEEDS: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.
INTEREST ONLY MORTGAGE LOAN: A Mortgage Loan that requires payment of
interest for a period of time specified on the related Mortgage Note during the
interest-only period followed by full amortization of the remaining balance for
the remaining duration of the loan.
LIFETIME RATE CAP: As to each adjustable rate Mortgage Loan, the maximum
Mortgage Interest Rate over the term of such Mortgage Loan.
LIQUIDATION PROCEEDS: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
LOAN-TO-VALUE RATIO OR LTV: With respect to any Mortgage Loan, the ratio
of the original outstanding principal amount of the Mortgage Loan, to the lower
of the Appraised Value or the Sales Price of the Mortgaged Property. However, in
the case of a mortgage made on property in New York State, value will always be
determined by the appraisal for determining any requirement for primary mortgage
insurance only.
MARGIN: With respect to each adjustable rate Mortgage Loan, the fixed
percentage amount set forth in each related Mortgage Note which is added to the
Index in order to determine the related Mortgage Interest Rate, as set forth in
the Mortgage Loan Schedule.
MERS: Mortgage Electronic Registration System, Inc., a subsidiary of
MERSCORP, Inc.
MERS MORTGAGE LOAN: Any Mortgage Loan registered with MERS on the
MERS(R) System.
MERS(R) SYSTEM: The electronic mortgage registration system maintained
by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM MORTGAGE: A Mortgage Loan naming MERS as the original mortgagee on
the mortgage security instrument.
MONTHLY ADVANCE: The aggregate of the advances made by the Company on
any Remittance Date pursuant to Section 5.03.
MONTHLY PAYMENT: The scheduled monthly payment of principal (if
applicable) and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.
MORTGAGE: The mortgage, deed of trust or other instrument securing a
Mortgage Note which creates a first lien on an unsubordinated estate in fee
simple in real property securing the Mortgage Note.
MORTGAGE FILE: The mortgage documents pertaining to a particular
Mortgage Loan which are specified in Exhibit A hereto and any additional
documents required to be added to the Mortgage File pursuant to this Agreement.
MORTGAGE IMPAIRMENT INSURANCE POLICY: A mortgage impairment or blanket
hazard insurance policy as required by Section 4.11.
MORTGAGE INTEREST RATE: The annual rate at which interest accrues on any
Mortgage Loan, which may be adjusted from time to time for an adjustable rate
Mortgage Loan, in accordance with the provisions of the related Mortgage Note.
MORTGAGE LOAN: An individual mortgage loan which is the subject of this
Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule attached to the related Term
Sheet, which Mortgage Loan includes without limitation the Mortgage File, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan, excluding replaced or repurchased mortgage loans.
MORTGAGE LOAN DOCUMENTS: The documents listed in EXHIBIT A.
MORTGAGE LOAN REMITTANCE RATE: With respect to each Mortgage Loan, the
annual rate of interest remitted to the Purchaser, which shall be equal to the
Mortgage Interest Rate minus the Servicing Fee Rate.
MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans annexed to the
related Term Sheet, such schedule setting forth the following information with
respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city,
state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied,
a second home or an investor property;
(5) the type of residential property constituting the Mortgaged
Property;
(6) the original months to maturity of the Mortgage Loan;
(7) the remaining months to maturity from the related Cut-off Date,
based on the original amortization schedule and, if different, the maturity
expressed in the same manner but based on the actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value
Ratio, at origination;
(9) the Mortgage Interest Rate as of origination and as of the related
Cut-off Date; with respect to each adjustable rate Mortgage Loan, the initial
Adjustment Date, the next Adjustment Date immediately following the related
Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any, Periodic Rate
Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note
and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of
the close of business on the related Cut-off Date, after deduction of payments
of principal due on or before the related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase,
rate and term refinance, equity take-out refinance);
(17) a code indicating the documentation style (i.e. full, alternative,
etc.);
(18) the number of times during the twelve (12) month period preceding
the related Closing Date that any Monthly Payment has been received after the
month of its scheduled due date;
(19) the date on which the first payment is or was due;
(20) a code indicating whether or not the Mortgage Loan is the subject
of a Primary Mortgage Insurance Policy and the name of the related insurance
carrier;
(21) a code indicating whether or not the Mortgage Loan is currently
convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied
to the unpaid principal balance of the Mortgage Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(24) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject
of a Lender Primary Mortgage Insurance Policy;
(26) a code indicating whether or not the Mortgage Loan has a prepayment
penalty and if so, the amount and term thereof;
(27) the Current Appraised Value of the Mortgage Loan and Current LTV,
if applicable;
(28) for any Mortgage Loan originated in the State of New Jersey prior
to July 7, 2004, whether such Mortgage Loan is a "Home Loan", "Covered Home
Loan", "Manufactured Housing" or "Home Improvement Loan" as defined in the New
Jersey Home Ownership Security Act of 2002; and
(29) whether the Mortgage Loan has a mandatory arbitration clause;
(30) a code indicating whether the Mortgage Loan is a MERS Mortgage
Loan;
(31) MERS #, if applicable.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan
Schedule attached to the related Term Sheet shall set forth the following
information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage
Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
MORTGAGE NOTE: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.
MORTGAGED PROPERTY: The underlying real property securing repayment of a
Mortgage Note, consisting of a single parcel of real estate considered to be
real estate under the laws of the state in which such real property is located
which may include condominium units and planned unit developments, improved by a
residential dwelling; except that with respect to real property located in
jurisdictions in which the use of leasehold estates for residential properties
is a widely-accepted practice, a leasehold estate of the Mortgage, the term of
which is equal to or longer than the term of the Mortgage.
MORTGAGOR: The obligor on a Mortgage Note.
OCC: Office of the Comptroller of the Currency, its successors and
assigns.
OFFICERS' CERTIFICATE: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Senior Vice President or
a Vice President or by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of the Company, and delivered to the
Purchaser as required by this Agreement.
OPINION OF COUNSEL: A written opinion of counsel, who may be an employee
of the party on behalf of whom the opinion is being given, reasonably acceptable
to the Purchaser.
ORIGINATION DATE: The date on which a Mortgage Loan funded, which date
shall not, in connection with a Refinanced Mortgage Loan, be the date of the
funding of the debt being refinanced, but rather the closing of the debt
currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, its successors and assigns.
PERIODIC RATE CAP: As to each adjustable rate Mortgage Loan, the maximum
increase or decrease in the Mortgage Interest Rate on any Adjustment Date, as
set forth in the related Mortgage Note and the related Mortgage Loan Schedule.
PERMITTED INVESTMENTS: Any one or more of the following obligations or
securities:
(i) direct obligations of, and obligations fully guaranteed by
the United States of America or any agency or instrumentality of
the United States of America the obligations of which are backed
by the full faith and credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers'
acceptances issued by any depository institution or trust company
incorporated under the laws of the United States of America or
any state thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that the
commercial paper and/or the short-term deposit rating and/or the
long-term unsecured debt obligations or deposits of such
depository institution or trust company at the time of such
investment or contractual commitment providing for such
investment are rated in one of the two highest rating categories
by each Rating Agency and (b) any other demand or time deposit or
certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty
(30) days and with respect to (a) any security described in
clause (i) above and entered into with a depository institution
or trust company (acting as principal) described in clause
(ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States
of America or any state thereof that are rated in one of the two
highest rating categories by each Rating Agency at the time of
such investment or contractual commitment providing for such
investment; PROVIDED, HOWEVER, that securities issued by any
particular corporation will not be Permitted Investments to the
extent that investments therein will cause the then outstanding
principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate
outstanding principal balances of all of the Mortgage Loans and
Permitted Investments;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified date not more than one year after the
date of issuance thereof) which are rated in one of the two
highest rating categories by each Rating Agency at the time of
such investment;
(vi) any other demand, money market or time deposit, obligation,
security or investment as may be acceptable to each Rating Agency
as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of
obligations fully guaranteed by the United States of America or
any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of
the United States of America (which may include repurchase
obligations secured by collateral described in clause (i)) and
other securities and which money market funds are rated in one of
the two highest rating categories by each Rating Agency.
PROVIDED, HOWEVER, that no instrument or security shall be a Permitted
Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such instrument or
if such security provides for payment of both principal and interest with a
yield to maturity in excess of 120% of the yield to maturity at par or if such
investment or security is purchased at a price greater than par.
PERSON: Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
PREPAYMENT INTEREST SHORTFALL: With respect to any Remittance Date, for
each Mortgage Loan that was the subject of a Principal Prepayment during the
related Prepayment Period, an amount equal to the excess of one month's interest
at the applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance
Rate) actually paid by the related Mortgagor with respect to such Prepayment
Period.
PREPAYMENT PERIOD: With respect to any Remittance Date, the calendar
month preceding the month in which such Remittance Date occurs.
PRIMARY MORTGAGE INSURANCE POLICY: Each primary policy of mortgage
insurance represented to be in effect pursuant to Section 3.02(hh), or any
replacement policy therefor obtained by the Company pursuant to Section 4.08.
PRIME RATE: The prime rate announced to be in effect from time to time
as published as the average rate in the Wall Street Journal (Northeast Edition).
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on a
Mortgage Loan full or partial which is received in advance of its scheduled Due
Date, excluding any prepayment penalty, and which is not accompanied by an
amount of interest representing scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment.
PURCHASE PRICE: As defined in Section 2.02.
PURCHASER: EMC Mortgage Corporation, its successors in interest and
assigns.
QUALIFIED APPRAISER: An appraiser who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security thereof,
and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, and such appraiser and the appraisal made by such appraiser both
satisfy the requirements of Title XI of FIRREA and the regulations promulgated
thereunder and the requirements of Fannie Mae, all as in effect on the date the
Mortgage Loan was originated.
QUALIFIED INSURER: An insurance company duly qualified as such under the
laws of the states in which the Mortgaged Properties are located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided, approved as an insurer by Fannie
Mae or FHLMC.
RATING AGENCY: Standard & Poor's, Fitch, Inc. or, in the event that some
or all of the ownership of the Mortgage Loans is evidenced by mortgage-backed
securities, the nationally recognized rating agencies issuing ratings with
respect to such securities, if any.
REFINANCED MORTGAGE LOAN: A Mortgage Loan which was made to a Mortgagor
who owned the Mortgaged Property prior to the origination of such Mortgage Loan
and the proceeds of which are not in excess of the existing first mortgage, as
outlined in the HSBC Underwriting Guidelines in effect at the time of
origination.
REMIC: A "real estate mortgage investment conduit," as such term is
defined in Section 860D of the Code.
REMIC PROVISIONS: The provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of the Code, and the
related provisions and regulations promulgated thereunder, as the foregoing may
be in effect from time to time.
REMITTANCE DATE: The 18th day of any month, beginning with the First
Remittance Date, or if such 18th day is not a Business Day, the first Business
Day immediately preceding such 18th day.
REO DISPOSITION: The final sale by the Company of any REO Property.
REO DISPOSITION PROCEEDS: Amounts received by the Company in connection
with a related REO Disposition.
REO PROPERTY: A Mortgaged Property acquired by the Company on behalf of
the Purchaser as described in Section 4.13.
REPURCHASE PRICE: With respect to any Mortgage Loan, a price equal to
(i) the product of the greater of 100% or the percentage of par as stated in the
Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on
the repurchase date, plus (ii) interest on such outstanding principal balance at
the Mortgage Loan Remittance Rate from the last date through which interest has
been paid and distributed to the Purchaser to the end of the month of
repurchase,; less amounts received or advanced in respect of such repurchased
Mortgage Loan which are being held in the Custodial Account for distribution in
the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
SALES PRICE: With respect to any Mortgage Loan the proceeds of which
were used by the Mortgagor to acquire the related Mortgaged Property, the amount
paid by the related Mortgagor for such Mortgaged Property.
SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred in the performance by the Company of its servicing
obligations, including, but not limited to, the cost of (a) the preservation,
restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically
related to servicing the Mortgage Loans, including but not limited to,
foreclosures, bankruptcies, condemnations, drug seizures, elections,
foreclosures by subordinate or superior lienholders, and other legal actions
incidental to the servicing of the Mortgage Loans (provided that such expenses
are reasonable and that the Company specifies the Mortgage Loan(s) to which such
expenses relate and, upon Purchaser's request, provides documentation supporting
such expense (which documentation would be acceptable to Fannie Mae), and
provided further that any such enforcement, administrative or judicial
proceeding does not arise out of a breach of any representation, warranty or
covenant of the Company hereunder), (c) the management and liquidation of the
Mortgaged Property if the Mortgaged Property is acquired in full or partial
satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates
and other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard insurance
coverage, (e) any expenses reasonably sustained by the Company with respect to
the liquidation of the Mortgaged Property in accordance with the terms of this
Agreement and (f) compliance with the obligations under Section 4.08.
SERVICING FEE: With respect to each Mortgage Loan, the amount of the
annual fee the Purchaser shall pay to the Company, which shall, for a period of
one full month, be equal to one-twelfth of the product of (a) the Servicing Fee
Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee
shall be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is
computed. The obligation of the Purchaser to pay the Servicing Fee is limited
to, and the Servicing Fee is payable solely from, the interest portion of such
Monthly Payment collected by the Company, or as otherwise provided under Section
4.05 and in accordance with the Fannie Mae Guide(s). Any fee payable to the
Company for administrative services related to any REO Property as described in
Section 4.13 shall be payable from Liquidation Proceeds of the related REO
Property.
SERVICING FEE RATE: As set forth in the Term Sheet.
SERVICING FILE: With respect to each Mortgage Loan, the file retained by
the Company consisting of originals of all documents in the Mortgage File which
are not delivered to the Purchaser and copies of the Mortgage Loan Documents
listed in Exhibit A, the originals of which are delivered to the Purchaser or
its designee pursuant to Section 2.04.
SERVICING OFFICER: Any officer of the Company involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished by the Company to the
Purchaser upon request, as such list may from time to time be amended.
STATED PRINCIPAL BALANCE: As to each Mortgage Loan as of any date of
determination, (i) the principal balance of such Mortgage Loan at the Cut-off
Date after giving effect to payments of principal due on or before such date,
whether or not received, minus (ii) all amounts previously distributed to the
Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
SUBSERVICER: Any subservicer which is subservicing the Mortgage Loans
pursuant to a Subservicing Agreement. Any subservicer shall meet the
qualifications set forth in Section 4.01.
SUBSERVICING AGREEMENT: An agreement between the Company and a
Subservicer, if any, for the servicing of the Mortgage Loans.
TERM SHEET: A supplemental agreement in the form attached hereto
as Exhibit I which shall be executed and delivered by the Company and the
Purchaser to provide for the sale and servicing pursuant to the terms of this
Agreement of the Mortgage Loans listed on Schedule I attached thereto, which
supplemental agreement shall contain certain specific information relating to
such sale of such Mortgage Loans and may contain additional covenants relating
to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 AGREEMENT TO PURCHASE.
The Company agrees to sell and the Purchaser agrees to purchase the
Mortgage Loans having an aggregate Stated Principal Balance on the related
Cut-off Date set forth in the related Term Sheet in an amount as set forth in
the Confirmation, or in such other amount as agreed by the Purchaser and the
Company as evidenced by the actual aggregate Stated Principal Balance of the
Mortgage Loans accepted by the Purchaser on the related Closing Date, with
servicing retained by the Company. The Company shall deliver the related
Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans
to be purchased on the related Closing Date to the Purchaser at least two (2)
Business Days prior to the related Closing Date. The Mortgage Loans shall be
sold pursuant to this Agreement, and the related Term Sheet shall be executed
and delivered on the related Closing Date.
Section 2.02 PURCHASE PRICE.
The Purchase Price for each Mortgage Loan shall be the percentage of par
as stated in the Confirmation (subject to adjustment as provided therein),
multiplied by the Stated Principal Balance, as of the related Cut-off Date, of
the Mortgage Loan listed on the related Mortgage Loan Schedule attached to the
related Term Sheet, after application of scheduled payments of principal due on
or before the related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser
shall pay to the Company, at closing, accrued interest on the Stated Principal
Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage
Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through
the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding
paragraph shall be paid on the related Closing Date by wire transfer of
immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after
the related Cut-off Date, (2) all other recoveries of principal collected on or
after the related Cut-off Date (provided, however, that all scheduled payments
of principal due on or before the related Cut-off Date and collected by the
Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of
applicable Servicing Fees (minus that portion of any such payment which is
allocable to the period prior to the related Cut-off Date). The outstanding
principal balance of each Mortgage Loan as of the related Cut-off Date is
determined after application of payments of principal due on or before the
related Cut-off Date whether or not collected, together with any unscheduled
principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due
Date beyond the related Cut-off Date shall not be applied to the principal
balance as of the related Cut-off Date. Such prepaid amounts shall be the
property of the Purchaser. The Company shall deposit any such prepaid amounts
into the Custodial Account, which account is established for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 SERVICING OF MORTGAGE LOANS.
Simultaneously with the execution and delivery of each Term Sheet, the
Company does hereby agree to directly service the Mortgage Loans listed on the
related Mortgage Loan Schedule attached to the related Term Sheet subject to the
terms of this Agreement and the related Term Sheet. The rights of the Purchaser
to receive payments with respect to the related Mortgage Loans shall be as set
forth in this Agreement.
Section 2.04 RECORD TITLE AND POSSESSION OF MORTGAGE FILES; MAINTENANCE
OF SERVICING FILES.
As of the related Closing Date, the Company sold, transferred, assigned,
set over and conveyed to the Purchaser, without recourse, on a servicing
retained basis, and the Company hereby acknowledges that the Purchaser has, but
subject to the terms of this Agreement and the related Term Sheet, all the
right, title and interest of the Company in and to the Mortgage Loans. Company
will deliver the Mortgage Files to the Custodian designated by Purchaser, on or
before the related Closing Date, at the expense of the Company. The Company
shall maintain a Servicing File consisting of a copy of the contents of each
Mortgage File and the originals of the documents in each Mortgage File not
delivered to the Purchaser. The Servicing File shall contain all documents
necessary to service the Mortgage Loans. The possession of each Servicing File
by the Company is at the will of the Purchaser, for the sole purpose of
servicing the related Mortgage Loan, and such retention and possession by the
Company is in a custodial capacity only. From the related Closing Date, the
ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the
contents of the related Mortgage File and all rights, benefits, proceeds and
obligations arising therefrom or in connection therewith, has been vested in the
Purchaser. All rights arising out of the Mortgage Loans including, but not
limited to, all funds received on or in connection with the Mortgage Loans and
all records or documents with respect to the Mortgage Loans prepared by or which
come into the possession of the Company shall be received and held by the
Company in trust for the benefit of the Purchaser as the owner of the Mortgage
Loans. Any portion of the Mortgage Files retained by the Company shall be
appropriately identified in the Company's computer system to clearly reflect the
ownership of the Mortgage Loans by the Purchaser. The Company shall release its
custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as
incidental to the Company's servicing of the Mortgage Loans or is in connection
with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to
this Agreement and the related Term Sheet, such written instructions shall not
be required.
Section 2.05 BOOKS AND RECORDS.
The sale of each Mortgage Loan shall be reflected on the Company's
balance sheet and other financial statements as a sale of assets by the Company.
The Company shall be responsible for maintaining, and shall maintain, a complete
set of books and records for the Mortgage Loans that shall be appropriately
identified in the Company's computer system to clearly reflect the ownership of
the Mortgage Loan by the Purchaser. In particular, the Company shall maintain in
its possession, available for inspection by the Purchaser, or its designee and
shall deliver to the Purchaser upon demand, evidence of compliance with all
federal, state and local laws, rules and regulations, and requirements of Fannie
Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood
Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage of any condominium project as
required by Fannie Mae or FHLMC, and periodic inspection reports as required by
Section 4.13. To the extent that original documents are not required for
purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents
maintained by the Company may be in the form of microfilm or microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall
make available for inspection by any Purchaser or its designee the related
Servicing File during the time the Purchaser retains ownership of a Mortgage
Loan and thereafter in accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory
agents or examiners that regulate Purchaser, including but not limited to, the
OTS, the FDIC and other similar entities, access, during normal business hours,
upon reasonable advance notice to Company and without charge to Company or such
supervisory agents or examiners, to any documentation regarding the Mortgage
Loans that may be required by any applicable regulator.
Section 2.06. TRANSFER OF MORTGAGE LOANS.
The Company shall keep at its servicing office books and records in
which, subject to such reasonable regulations as it may prescribe, the Company
shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be
made unless such transfer is in compliance with the terms hereof. For the
purposes of this Agreement, the Company shall be under no obligation to deal
with any person with respect to this Agreement or any Mortgage Loan unless a
notice of the transfer of such Mortgage Loan has been delivered to the Company
in accordance with this Section 2.06 and the books and records of the Company
show such person as the owner of the Mortgage Loan. The Purchaser may, subject
to the terms of this Agreement, sell and transfer one or more of the Mortgage
Loans, provided, however, that the transferee will not be deemed to be a
Purchaser hereunder binding upon the Company unless such transferee shall agree
in writing to be bound by the terms of this Agreement and an original
counterpart of the instrument of transfer in an Assignment and Assumption of
this Agreement substantially in the form of Exhibit D hereto executed by the
transferee shall have been delivered to the Company. The Purchaser also shall
advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the
Mortgage Loans of such assignee, and the previous Purchaser shall be released
from its obligations hereunder with respect to the Mortgage Loans sold or
transferred.
Section 2.07 DELIVERY OF MORTGAGE LOAN DOCUMENTS.
The Company shall deliver and release to the Purchaser or its designee
the Mortgage Loan Documents in accordance with the terms of this Agreement and
the related Term Sheet. The documents enumerated as items (1), (2), (3), (4),
(5), (6), (7), (8), (9) and (16) (including those listed in (B) relating to
Co-op Loans) in Exhibit A hereto shall be delivered by the Company to the
Purchaser or its designee no later than three (3) Business Days prior to the
related Closing Date pursuant to a bailee letter agreement. All other documents
in Exhibit A hereto, together with all other documents executed in connection
with the Mortgage Loan that Company may have in its possession, shall be
retained by the Company in trust for the Purchaser. If the Company cannot
deliver the original recorded Mortgage Loan Documents or the original policy of
title insurance, including riders and endorsements thereto, on the related
Closing Date, the Company shall, promptly upon receipt thereof and in any case
not later than 180 days from the related Closing Date, deliver such original
documents, including original recorded documents, to the Purchaser or its
designee (unless the Company is delayed in making such delivery by reason of the
fact that such documents shall not have been returned by the appropriate
recording office). If delivery is not completed within 270 days solely due to
delays in making such delivery by reason of the fact that such documents shall
not have been returned by the appropriate recording office, the Company shall
continue to use its best efforts to effect delivery as soon as possible
thereafter, provided that if such documents are not delivered by the 360th day
from the date of the related Closing Date, the Company shall repurchase the
related Mortgage Loans at the Repurchase Price in accordance with Section 3.03
hereof.
The Company shall pay all initial recording fees, if any, for the
assignments of mortgage and any other fees in connection with the transfer of
all original documents to the Purchaser or its designee. Company shall prepare,
in recordable form, all assignments of mortgage necessary to assign the Mortgage
Loans to Purchaser, or its designee. Company shall be responsible for recording
the assignments of mortgage.
Any review by the Purchaser, or its designee, of the Mortgage Files
shall in no way alter or reduce the Company's obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a
Mortgage File, the Purchaser shall, or shall cause its designee to, give written
specification of such defect to the Company which may be given in the exception
report or the certification delivered pursuant to this Section 2.07, or
otherwise in writing and the Company shall cure or repurchase such Mortgage Loan
in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original
documents evidencing an assumption, modification, consolidation or extension of
any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
one week of their execution; provided, however, that the Company shall provide
the Purchaser, or its designee, with a certified true copy of any such document
submitted for recordation within one week of its execution, and shall provide
the original of any document submitted for recordation or a copy of such
document certified by the appropriate public recording office to be a true and
complete copy of the original within sixty (60) days of its submission for
recordation.
From time to time the Company may have a need for Mortgage Loan
Documents to be released from Purchaser, or its designee. Purchaser shall, or
shall cause its designee, upon the written request of the Company, within ten
(10) Business Days, deliver to the Company, any requested documentation
previously delivered to Purchaser as part of the Mortgage File, provided that
such documentation is promptly returned to Purchaser, or its designee, when the
Company no longer requires possession of the document, and provided that during
the time that any such documentation is held by the Company, such possession is
in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and
its designee, from and against any and all losses, claims, damages, penalties,
fines, forfeitures, costs and expenses (including court costs and reasonable
attorney's fees) resulting from or related to the loss, damage, or misplacement
of any documentation delivered to Company pursuant to this paragraph.
In addition, in connection with the assignment of any MERS Mortgage
Loan, the Company agrees that it will cause, at its own expense, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Company to
the Purchaser in accordance with this Agreement by including (or deleting, in
the case of Mortgage Loans which are repurchased in accordance with this
Agreement) in such computer files the information required by the MERS(R) System
to identify the Purchaser of such Mortgage Loans. The Company further agrees
that it will not alter the information referenced in this paragraph with respect
to any Mortgage Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this Agreement.
Section 2.08 QUALITY CONTROL PROCEDURES.
The Company must have an internal quality control program that verifies,
on a regular basis, the existence and accuracy of the legal documents, credit
documents, property appraisals, and underwriting decisions. The program must be
capable of evaluating and monitoring the overall quality of its loan production
and servicing activities. The program is to ensure that the Mortgage Loans are
originated and serviced in accordance with prudent mortgage banking practices
and accounting principles; guard against dishonest, fraudulent, or negligent
acts; and guard against errors and omissions by officers, employees, or other
authorized persons.
Section 2.09 NEAR-TERM PRINCIPAL PREPAYMENTS; NEAR TERM PAYMENT DEFAULTS
In the event any Principal Prepayment in full is made by a Mortgagor
on or prior to three months after the related Closing Date, the Company shall
remit to the Purchaser an amount equal to the excess, if any, of the Purchase
Price Percentage over par multiplied by the amount of such Principal Prepayment
in full. Such remittance shall be made by the Company to Purchaser no later than
the third Business Day following receipt of such Principal Prepayment by the
Company.
In the event the first scheduled Monthly Payment which is due under
any Mortgage Loan after the related Cut-off Date is not made during the month in
which such Monthly Payment is due, then not later than five (5) Business Days
after notice to the Company by Purchaser (and at Purchaser's sole option), the
Company, shall repurchase such Mortgage Loan from the Purchaser pursuant to the
repurchase provisions contained in this Subsection 3.03.
Section 2.10 MODIFICATION OF OBLIGATIONS. Purchaser may, without any
notice to Company, extend, compromise, renew, release, change, modify, adjust or
alter, by operation of law or otherwise, any of the obligations of the
Mortgagors or other persons obligated under a Mortgage Loan without releasing or
otherwise affecting the obligations of Company under this Agreement, or with
respect to such Mortgage Loan, except to the extent Purchaser's extension,
compromise, release, change, modification, adjustment, or alteration affects
Company's ability to collect the Mortgage Loan or realize on the security of the
Mortgage, but then only to the extent such action has such effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents, warrants and covenants to the Purchaser that, as
of the related Closing Date or as of such date specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all licenses
necessary to carry out its business as now being conducted, and is licensed and
qualified to transact business in and is in good standing under the laws of each
state in which any Mortgaged Property is located or is otherwise exempt under
applicable law from such licensing or qualification or is otherwise not required
under applicable law to effect such licensing or qualification and no demand for
such licensing or qualification has been made upon such Company by any such
state, and in any event such Company is in compliance with the laws of any such
state to the extent necessary to ensure the enforceability of each Mortgage Loan
and the servicing of the Mortgage Loans in accordance with the terms of this
Agreement;
(b) The Company has the full power and authority and legal right to
hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to
execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its
business as presently conducted, has duly authorized the execution, delivery and
performance of this Agreement and the related Term Sheet and any agreements
contemplated hereby, has duly executed and delivered this Agreement and the
related Term Sheet, and any agreements contemplated hereby, and this Agreement
and the related Term Sheet and each Assignment to the Purchaser and any
agreements contemplated hereby, constitutes a legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms,
and all requisite corporate action has been taken by the Company to make this
Agreement and the related Term Sheet and all agreements contemplated hereby
valid and binding upon the Company in accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related
Term Sheet, nor the origination or purchase of the Mortgage Loans by the
Company, the sale of the Mortgage Loans to the Purchaser, the consummation of
the transactions contemplated hereby, or the fulfillment of or compliance with
the terms and conditions of this Agreement and the related Term Sheet will
conflict with any of the terms, conditions or provisions of the Company's
charter or by-laws or materially conflict with or result in a material breach of
any of the terms, conditions or provisions of any legal restriction or any
agreement or instrument to which the Company is now a party or by which it is
bound, or constitute a default or result in an acceleration under any of the
foregoing, or result in the material violation of any law, rule, regulation,
order, judgment or decree to which the Company or its properties are subject, or
impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending
or, to the best of Company's knowledge, threatened, or any order or decree
outstanding, with respect to the Company which, either in any one instance or in
the aggregate, is reasonably likely to have a material adverse effect on the
sale of the Mortgage Loans, the execution, delivery, performance or
enforceability of this Agreement and the related Term Sheet, or which is
reasonably likely to have a material adverse effect on the financial condition
of the Company.
(e) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Company of or compliance by the Company with this Agreement
or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the
Mortgage Files to the Purchaser or the consummation of the transactions
contemplated by this Agreement or the related Term Sheet, except for consents,
approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement
or the related Term Sheet is in the ordinary course of business of the Company
and Company, and the transfer, assignment and conveyance of the Mortgage Notes
and the Mortgages by the Company pursuant to this Agreement or the related Term
Sheet are not subject to bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any
prior originator or servicer with respect to each Mortgage Note and Mortgage
have been legal and in accordance with applicable laws and regulations and the
Mortgage Loan Documents, and in all material respects proper and prudent in the
mortgage origination and servicing business. Each Mortgage Loan has been
serviced in all material respects with Accepted Servicing Practices. With
respect to escrow deposits and payments that the Company, on behalf of an
investor, is entitled to collect, all such payments are in the possession of, or
under the control of, the Company, and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been
made. All escrow payments have been collected in full compliance with state and
federal law and the provisions of the related Mortgage Note and Mortgage. As to
any Mortgage Loan that is the subject of an escrow, escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to
pay for every escrowed item that remains unpaid and has been assessed but is not
yet due and payable. No escrow deposits or other charges or payments due under
the Mortgage Note have been capitalized under any Mortgage or the related
Mortgage Note;
(h) The Company used no selection procedures that identified the
Mortgage Loans as being less desirable or valuable than other comparable
mortgage loans in the Company's portfolio at the related Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the
Purchaser as a sale for reporting and accounting purposes and, to the extent
appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans
for Fannie Mae, FHLMC and HUD, with such facilities, procedures and personnel
necessary for the sound servicing of such mortgage loans. The Company is duly
qualified, licensed, registered and otherwise authorized under all applicable
federal, state and local laws, and regulations, if applicable, meets the minimum
capital requirements set forth by the OCC, and is in good standing to sell
mortgage loans to and service mortgage loans for Fannie Mae and FHLMC and no
event has occurred which would make Company unable to comply with eligibility
requirements or which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason
to believe, that it cannot perform each and every covenant contained in this
Agreement or the related Term Sheet. The Company is solvent and the sale of the
Mortgage Loans will not cause the Company to become insolvent. The sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any
of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document
prepared by, or on behalf of, Company pursuant to this Agreement or the related
Term Sheet or in connection with the transactions contemplated hereby, contains
or will contain any statement that is or will be inaccurate or misleading in any
material respect;
(m) The Company acknowledges and agrees that the Servicing Fee
represents reasonable compensation for performing such services and that the
entire Servicing Fee shall be treated by the Company, for accounting and tax
purposes, as compensation for the servicing and administration of the Mortgage
Loans pursuant to this Agreement. In the opinion of Company, the consideration
received by Company upon the sale of the Mortgage Loans to Purchaser under this
Agreement and the related Term Sheet constitutes fair consideration for the
Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its
parent, for its last two complete fiscal years. All such financial information
fairly presents the pertinent results of operations and financial position for
the period identified and has been prepared in accordance with GAAP consistently
applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial
condition, properties or assets of the Company since the date of the Company's
financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent
or other person that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans; and
(p) At the time any Mortgage Loan is registered by the Company with
MERS, the Company will be a member of MERS in good standing, and will comply in
all material respects with the rules and procedures of MERS in connection with
the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are
registered with MERS.
Section 3.02 REPRESENTATIONS AND WARRANTIES AS TO INDIVIDUAL MORTGAGE
LOANS.
References in this Section to percentages of Mortgage Loans refer in
each case to the percentage of the aggregate Stated Principal Balance of the
Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated
Principal Balances of the Mortgage Loans as of the related Cut-off Date, and
giving effect to scheduled Monthly Payments due on or prior to the related
Cut-off Date, whether or not received. References to percentages of Mortgaged
Properties refer, in each case, to the percentages of expected aggregate Stated
Principal Balances of the related Mortgage Loans (determined as described in the
preceding sentence). The Company hereby represents and warrants to the
Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to
the related Term Sheet is true, complete and correct in all material respects as
of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien
or a first priority ownership interest in an estate in fee simple in real
property securing the related Mortgage Note subject to principles of equity,
bankruptcy, insolvency and other laws of general application affecting the
rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage
Loan have been made as of the related Closing Date; the Mortgage Loan has not
been dishonored; there are no material defaults under the terms of the Mortgage
Loan; the Company has not advanced its own funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the
payment of any amount required by the Mortgage Loan. As of the related Closing
Date, all of the Mortgage Loans will have an actual interest paid to date of
their related Cut-off Date(or later) and will be due for the scheduled monthly
payment next succeeding the Cut-off Date (or later), as evidenced by a posting
to Company's servicing collection system. No payment under any Mortgage Loan is
delinquent as of the related Closing Date nor has any scheduled payment been
delinquent at any time during the twelve (12) months prior to the month of the
related Closing Date. For purposes of this paragraph, a Mortgage Loan will be
deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
(d) There are no defaults by Company in complying with the terms of the
Mortgage, and all taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by law, or, necessary to protect the interest of the Purchaser. No
instrument of waiver, alteration or modification has been executed except in
connection with a modification agreement and which modification agreement is
part of the Mortgage File and the terms of which are reflected in the related
Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part,
from the terms thereof except in connection with an assumption agreement and
which assumption agreement is part of the Mortgage File and the terms of which
are reflected in the related Mortgage Loan Schedule; the substance of any such
waiver, alteration or modification has been approved by the issuer of any
related Primary Mortgage Insurance Policy and title insurance policy, to the
extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto; and as of the related Closing Date the
Mortgagor was not a debtor in any state or federal bankruptcy or insolvency
proceeding;
(g) All buildings or other customarily insured improvements upon the
Mortgaged Property are insured by an insurer acceptable under the Fannie Mae or
FHLMC Guides, against loss by fire, hazards of extended coverage and such other
hazards as are provided for in the Fannie Mae or FHLMC Guide, as well as all
additional requirements set forth in Section 4.10 of this Agreement. All such
standard hazard policies are in full force and effect and contain a standard
mortgagee clause naming the Company and its successors in interest and assigns
as loss payee and such clause is still in effect and all premiums due thereon
have been paid. If required by the Flood Disaster Protection Act of 1973, as
amended, the Mortgage Loan is covered by a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
which policy conforms to Fannie Mae or FHLMC requirements, as well as all
additional requirements set forth in Section 4.10 of this Agreement. Such policy
was issued by an insurer acceptable under Fannie Mae or FHLMC guidelines. The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor. Neither the Company (nor any prior originator or servicer of any of
the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which
has impaired or would impair the coverage of any such policy, the benefits of
the endorsement provided for herein, or the validity and binding effect of
either;
(h) Each Mortgage Loan complies with, and the Company has complied with,
applicable local, state and federal laws, regulations and other requirements
including, without limitation, usury, equal credit opportunity, real estate
settlement procedures, the Federal Truth-In-Lending Act, disclosure laws and all
applicable predatory and abusive lending laws and consummation of the
transactions contemplated hereby, including without limitation, the receipt of
interest by the owner of such Mortgage Loan, will not involve the violation of
any such laws, rules or regulations. None of the Mortgage Loans are (a) Mortgage
Loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation
Z, the regulation implementing TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended, or (b) except as may be provided in
subparagraph (c) below, classified and/or defined, as a "high cost",
"threshold", "predatory" "high risk home loan" or "covered" loan (or a similarly
classified loan using different terminology under a law imposing additional
legal liability for mortgage loans having high interest rates, points and
or/fees) under any other state, federal or local law including, but not limited
to, the States of Georgia, New York, North Carolina, Arkansas, Kentucky or New
Mexico, or (c) Mortgage Loans subject to the New Jersey Home Ownership Security
Act of 2002 (the "Act"), unless such Mortgage Loan is a (1) "Home Loan" as
defined in the Act that is a first lien Mortgage Loan, which is not a "High Cost
Home Loan" as defined in the Act or (2) "Covered Home Loan" as defined in the
Act that is a first lien purchase money Mortgage Loan, which is not a High Cost
Home Loan under the Act. In addition to and notwithstanding anything to the
contrary herein, no Mortgage Loan for which the Mortgaged Property is located in
New Jersey is a Home Loan as defined in the Act that was made, arranged, or
assigned by a person selling either a manufactured home or home improvements to
the Mortgaged Property or was made by an originator to whom the Mortgagor was
referred by any such seller. Each Mortgage Loan is being (and has been) serviced
in accordance with Accepted Servicing Practices and applicable state and federal
laws, including, without limitation, the Federal Truth-In-Lending Act and other
consumer protection laws, real estate settlement procedures, usury, equal credit
opportunity and disclosure laws. Company shall maintain in its possession,
available for the Purchaser's inspection, as appropriate, and shall deliver to
the Purchaser or its designee upon demand, evidence of compliance with all such
requirements;
(i) The Mortgage has not been satisfied, canceled or subordinated, in
whole or in part, or rescinded, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part nor has any instrument been
executed that would effect any such release, cancellation, subordination or
rescission. The Company has not waived the performance by the Mortgagor of any
action, if the Mortgagor's failure to perform such action would cause the
Mortgage Loan to be in default, nor has the Company waived any default resulting
from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first
lien on the Mortgaged Property, including all buildings on the Mortgaged
Property and all installations and mechanical, electrical, plumbing, heating and
air conditioning systems affixed to such buildings, and all additions,
alterations and replacements made at any time with respect to the foregoing
securing the Mortgage Note's original principal balance subject to principles of
equity, bankruptcy, insolvency and other laws of general application affecting
the rights of creditors. The Mortgage and the Mortgage Note do not contain any
evidence of any security interest or other interest or right thereto. Such lien
is free and clear of all adverse claims, liens and encumbrances having priority
over the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due and
payable, (2) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording which are
acceptable to mortgage lending institutions generally and either (A) which are
referred to in the lender's title insurance policy delivered to the originator
or otherwise considered in the appraisal made for the originator of the Mortgage
Loan, or (B) which do not adversely affect the residential use or Appraised
Value of the Mortgaged Property as set forth in such appraisal, and (3) other
matters to which like properties are commonly subject which do not individually
or in the aggregate materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property
described therein, and the Company has the full right to sell and assign the
same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine
and each is the legal, valid and binding obligation of the maker thereof,
enforceable in all respects in accordance with its terms subject to principles
of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors, and the Company has taken all action
necessary to transfer such rights of enforceability to the Purchaser. All
parties to the Mortgage Note and the Mortgage had the legal capacity to enter
into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage. The Mortgage Loan Documents are on forms acceptable to Fannie Mae and
FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed
by such parties. No fraud, error, omission, misrepresentation, negligence or
similar occurrence with respect to a Mortgage Loan has taken place on the part
of Company or the Mortgagor, or on the part of any other party involved in the
origination or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan
have been fully disbursed and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due under the Mortgage Note
or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and
the indebtedness evidenced by the Mortgage Note. Upon the sale of the Mortgage
Loan to the Purchaser, the Company will retain the Mortgage File or any part
thereof with respect thereto not delivered to the Purchaser or the Purchaser's
designee in trust only for the purpose of servicing and supervising the
servicing of the Mortgage Loan. Immediately prior to the transfer and assignment
to the Purchaser, the Mortgage Loan, including the Mortgage Note and the
Mortgage, were not subject to an assignment, sale or pledge to any person other
than Purchaser, and the Company had good and marketable title to and was the
sole owner thereof and had full right to transfer and sell the Mortgage Loan to
the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
claim or security interest and has the full right and authority subject to no
interest or participation of, or agreement with, any other party, to sell and
assign the Mortgage Loan pursuant to this Agreement and following the sale of
the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of
any encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest. The Company intends to relinquish all rights to possess,
control and monitor the Mortgage Loan, except for the purposes of servicing the
Mortgage Loan as set forth in this Agreement. After the related Closing Date,
the Company will not have any right to modify or alter the terms of the sale of
the Mortgage Loan and the Company will not have any obligation or right to
repurchase the Mortgage Loan or substitute another Mortgage Loan, except as
provided in this Agreement, or as otherwise agreed to by the Company and the
Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance
policy or other generally acceptable form of policy or insurance acceptable to
Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title
insurer acceptable to Fannie Mae or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors
and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and against any loss by reason of the
invalidity or unenforceability of the lien resulting from the provisions of the
Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given
the opportunity to choose the carrier of the required mortgage title insurance.
The Company, its successors and assigns, is the sole insured of such lender's
title insurance policy, such title insurance policy has been duly and validly
endorsed to the Purchaser or the assignment to the Purchaser of the Company's
interest therein does not require the consent of or notification to the insurer
and such lender's title insurance policy is in full force and effect and will be
in full force and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's title insurance
policy, and no prior holder or servicer of the related Mortgage, including the
Company, nor any Mortgagor, has done, by act or omission, anything which would
impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event permitting
acceleration; and neither the Company, nor any prior mortgagee has waived any
default, breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such liens) affecting the related Mortgaged Property which
are or may be liens prior to or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above
and all improvements on the property comply with all applicable zoning and
subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to,
and conforms with, the Company's underwriting guidelines attached as Exhibit H
hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable)
as set forth in the related Mortgage Loan Schedule, and Monthly Payments under
the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the
time of origination for the acceleration of the payment of the unpaid principal
amount of the Mortgage Loan if the related Mortgaged Property is sold without
the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At
origination of the Mortgage Loan there was not, since origination of the
Mortgage Loan there has not been, and there currently is no proceeding pending
for the total or partial condemnation of the Mortgaged Property. The Company has
not received notification that any such proceedings are scheduled to commence at
a future date;
(s) The related Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized
and duly qualified if required under applicable law to act as such, has been
properly designated and currently so serves and is named in the Mortgage, and no
fees or expenses, except as may be required by local law, are or will become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the
Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged
Property signed prior to the final approval of the mortgage loan application by
a Qualified Appraiser who had no interest, direct or indirect, in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan, and the
appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and
Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of
1989 and the regulations promulgated thereunder, all as in effect on the date
the Mortgage Loan was originated. The appraisal is in a form acceptable to
Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were) (A) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the
Mortgaged Property is located, and (B) (1) organized under the laws of such
state, or (2) qualified to do business in such state, or (3) federal savings and
loan associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage and the security
interest of any applicable security agreement or chattel mortgage referred to
above and such collateral does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all
disclosure materials required by applicable law with respect to the making of
such mortgage loans;
(y) The Mortgage Loan does not contain "graduated payment" features.
Unless otherwise indicated on the related Mortgage Loan Schedule, no Mortgage
Loan is subject to a buydown agreement or contains any buydown provision. With
respect to any temporary Buydown Mortgage Loan, the maximum CLTV is ninety-five
percent (95%); the maximum rate discount is three percent (3%), the maximum
Buydown Period is three (3) years; the maximum increase is one percent (1%) per
year; with respect to LTV that is 80.01% and above, the debt-to-income ratio and
payment shock are calculated at the second year Mortgage Interest Rate; with
respect to LTV 80.00% and below, debt-to-income ratio and payment shock are
calculated at the first year Mortgage Interest Rate. With respect to each
Mortgage Loan that is a Buydown Mortgage Loan, (i) on or before the date of
origination of such Mortgage Loan, the Company and the Mortgagor, or the
Company, the Mortgagor and the seller of the Mortgaged Property or a third party
entered into a Buydown Agreement. The Buydown Agreement provides that the seller
of the Mortgaged Property (or third party) shall deliver to the Company
temporary Buydown Funds in an amount equal to the aggregate undiscounted amount
of payments that, when added to the amount the Mortgagor on such Mortgage Loan
is obligated to pay on each Due Date in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage
Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the
Buydown Mortgage Loan. The effective interest rate of a Buydown Mortgage Loan if
less than the interest rate set forth in the related Mortgage Note will increase
within the Buydown Period as provided in the related Buydown Agreement so that
the effective interest rate will be equal to the interest rate as set forth in
the related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements
of Fannie Mae guidelines; (ii) The Mortgage and Mortgage Note reflect the
permanent payment terms rather than the payment terms of the Buydown Agreement.
The Buydown Agreement provides for the payment by the Mortgagor of the full
amount of the Monthly Payment on any Due Date that the Buydown Funds are
available. The Buydown Funds were not used to reduce the original principal
balance of the Mortgage Loan or to increase the Appraised Value of the Mortgage
Property when calculating the Loan-to-Value Ratios for purposes of the Agreement
and, if the Buydown Funds were provided by the Seller and if required under
Fannie Mae and FHLMC guidelines, the terms of the Buydown Agreement were
disclosed to the appraiser of the Mortgaged Property; (iii) The Buydown Funds
may not be refunded to the Mortgagor unless the Mortgagor makes a principal
payment for the outstanding balance of the Mortgage Loan; (iv) As of the date of
origination of the Mortgage Loan, the provisions of the related Buydown
Agreement complied with the requirements of Fannie Mae and FHLMC regarding
buydown agreements.
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not
insolvent and the Company has no knowledge of any circumstances or conditions
with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
Mortgagor's credit standing that could reasonably be expected to cause investors
to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or
marketability of the Mortgage Loan;
(aa) Principal payments on the Mortgage Loan, other than the Interest
Only Mortgage Loan, shall commence (with respect to any newly originated
Mortgage Loans) or commenced no more than sixty (60) days after the proceeds of
the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the
Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is
payable on the first day of each month in Monthly Payments, which, (A) in the
case of a fixed rate Mortgage Loan, are sufficient to fully amortize the
original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate, (B) in the case of an adjustable rate
Mortgage Loan, other than the Interest Only Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate and (C) in the case of a Balloon Loan, are based
on a fifteen (15) or thirty (30) year amortization schedule, as set forth in the
related Mortgage Note, and a final monthly payment substantially greater than
the preceding monthly payment which is sufficient to amortize the remaining
principal balance of the Balloon Loan and to pay interest at the related
Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as
defined in the related Confirmation and the Mortgage Loan Schedule. The Mortgage
Note does not permit negative amortization, unless otherwise noted on the
related Mortgage Loan Schedule. No Mortgage Loan is a convertible Mortgage Loan;
(D) in the case of an Interest Only Mortgage Loan, the monthly payments on each
Interest Only Mortgage Loan during the related interest only period is equal to
the product of the related Mortgage Interest Rate and the principal balance of
such Mortgage Loan on the first day of each month and after such interest only
period, except with respect to Interest Only Mortgage Loan that are adjustable
rate Mortgage Loans, such Mortgage Loan is payable in equal monthly installments
of principal and interest;
(bb) If such Mortgage Loan is a Co-op Loan, the security instruments
create a valid, enforceable and subsisting first priority security interest in
the related cooperative shares securing the related cooperative note, subject
only to (x) the lien of the related cooperative for unpaid assessments
representing the Mortgagor's pro rata share of payments for a blanket mortgage,
if any, current and future real property taxes, insurance premiums, maintenance
fees and other assessments to which like collateral is commonly subject and (y)
other matters to which like collateral is commonly subject and which do not
materially interfere with the benefits of the security intended to be provided;
provided, however, that the related proprietary lease for the cooperative
apartment may be subordinated or otherwise subject to the lien of a mortgage on
the cooperative building;
(cc) (INTENTIONALLY LEFT BLANK)
(dd) (INTENTIONALLY LEFT BLANK)
(ee) (INTENTIONALLY LEFT BLANK)
(ff) (INTENTIONALLY LEFT BLANK)
(gg) (INTENTIONALLY LEFT BLANK)
(hh) In the event the Mortgage Loan had an LTV at origination greater
than 80.00%, the excess of the principal balance of the Mortgage Loan over 75.0%
of the Appraised Value of the Mortgaged Property with respect to a Refinanced
Mortgage Loan, or the lesser of the Appraised Value or the purchase price of the
Mortgaged Property with respect to a purchase money Mortgage Loan was insured as
to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified
Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary
Mortgage Insurance Policy have been and are being complied with, such policy is
in full force and effect, and all premiums due thereunder have been paid. No
Mortgage Loan requires payment of such premiums, in whole or in part, by the
Purchaser. No action, inaction, or event has occurred and no state of facts
exists that has, or will result in the exclusion from, denial of, or defense to
coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy
obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance
Policy, subject to state and federal law, and to pay all premiums and charges in
connection therewith. No action has been taken or failed to be taken, on or
prior to the Closing Date which has resulted or will result in an exclusion
from, denial of, or defense to coverage under any Primary Mortgage Insurance
Policy (including, without limitation, any exclusions, denials or defenses which
would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of
actions, representations, errors, omissions, negligence, or fraud of the Company
or the Mortgagor, or for any other reason under such coverage; The mortgage
interest rate for the Mortgage Loan as set forth on the related Mortgage Loan
Schedule is net of any such insurance premium. None of the Mortgage Loans are
subject to "lender-paid" mortgage insurance;
(ii) The Assignment is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located;
(jj) Unless specified on the related Mortgage Loan Schedule, none of the
Mortgage Loans are secured by an interest in a leasehold estate. The Mortgaged
Property is located in the state identified in the related Mortgage Loan
Schedule and consists of a single parcel of real property with a detached single
family residence erected thereon, or a townhouse, or a two-to four-family
dwelling, or an individual condominium unit in a condominium project, or an
individual unit in a planned unit development or a de minimis planned unit
development, provided, however, that no residence or dwelling is a single parcel
of real property with a manufactured home not affixed to a permanent foundation,
or a mobile home. Any condominium unit or planned unit development conforms with
the Company's underwriting guidelines. As of the date of origination, no portion
of any Mortgaged Property was used for commercial purposes, and since the
Origination Date, no portion of any Mortgaged Property has been, or currently
is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60)
days after the funds were disbursed in connection with the Mortgage Loan. The
Mortgage Note is payable on the first day of each month in monthly installments
of principal (if applicable) and interest, which installments are subject to
change due to the adjustments to the Mortgage Interest Rate on each Adjustment
Date, with interest calculated and payable in arrears. Each of the Mortgage
Loans will amortize fully by the stated maturity date, over an original term of
not more than thirty years from commencement of amortization;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property
was lawfully occupied under applicable law, and all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities;
(mm) There is no pending action or proceeding directly involving the
Mortgaged Property in which compliance with any environmental law, rule or
regulation is an issue; Company has no knowledge of any violation of any
environmental law, rule or regulation with respect to the Mortgaged Property;
and the Company has not received any notice of any environmental hazard on the
Mortgaged Property and nothing further remains to be done to satisfy in full all
requirements of each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no
knowledge of any relief requested or allowed to the Mortgagor under the
Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan
or was made to facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) [Reserved];
(rr) With respect to each Mortgage Loan that has a prepayment penalty
feature, each such prepayment penalty is enforceable and will be enforced by the
Company and each prepayment penalty is permitted pursuant to federal, state and
local law. No Mortgage Loan will impose a prepayment penalty for a term in
excess of five years from the date such Mortgage Loan was originated;
(ss) With respect to each Mortgage Loan either (i) the fair market value
of the Mortgaged Property securing such Mortgage Loan was at least equal to 80
percent of the original principal balance of such Mortgage Loan at the time such
Mortgage Loan was originated or (ii) (a) the Mortgage Loan is only secured by
the Mortgage Property and (b) substantially all of the proceeds of such Mortgage
Loan were used to acquire or to improve or protect the Mortgage Property. For
the purposes of the preceding sentence, if the Mortgage Loan has been
significantly modified other than as a result of a default or a reasonable
foreseeable default, the modified Mortgage Loan will be viewed as having been
originated on the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203 and 211 of
the National Housing Act, a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or similar institution which is
supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and
none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate
adjustments, payment adjustments and adjustments of the outstanding principal
balance are enforceable, all such adjustments have been properly made, including
the mailing of required notices, and such adjustments do not and will not affect
the priority of the Mortgage lien. With respect to each Mortgage Loan which has
passed its initial Adjustment Date, Company has performed an audit of the
Mortgage Loan to determine whether all interest rate adjustments have been made
in accordance with the terms of the Mortgage Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other
documents required pursuant to this Agreement to be delivered to the Purchaser
or its designee, or its assignee for each Mortgage Loan, have been, on or before
the related Closing Date, delivered to the Purchaser or its designee, or its
assignee;
(xx) There is no Mortgage Loan that was originated on or after October
1, 2002 and before March 7, 2003, which is secured by property located in the
State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single
premium credit insurance policies;
(zz) [Reserved];
(aaa) The methodology used in underwriting the extension of credit for
each Mortgage Loan employs objective mathematical principles which relate the
borrower's income, assets and liabilities to the proposed payment and such
underwriting methodology does not rely on the extent of the borrower's equity in
the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the borrower had a reasonable ability to make
timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision
permitting imposition of a premium upon a prepayment prior to maturity: (i)
prior to the loan's origination, the borrower agreed to such premium in exchange
for a monetary benefit, including but not limited to a rate or fee reduction,
(ii) prior to the loan's origination, the borrower was offered the option of
obtaining a mortgage loan that did not require payment of such a premium, (iii)
the prepayment premium is disclosed to the borrower in the loan documents
pursuant to applicable state and federal law, and (iv) notwithstanding any state
or federal law to the contrary, the Servicer shall not impose such prepayment
premium in any instance when the mortgage debt is accelerated as the result of
the borrower's default in making the loan payments;
(ccc) No borrower was required to purchase any credit life, disability,
accident or health insurance product as a condition of obtaining the extension
of credit. No borrower obtained a prepaid single-premium credit life,
disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used
to purchase single premium credit insurance policies as part of the origination
of, or as a condition to closing, such Mortgage Loan;
(ddd) [Reserved],
(eee) Any Mortgage Loan with a Mortgaged Property in the State of
Illinois complies with the Illinois Interest Act, if applicable;
(fff) With respect to any Mortgage Loan originated on or after August 1,
2004 and underlying the security, neither the related Mortgage nor the related
Mortgage Note requires the borrower to submit to arbitration to resolve any
dispute arising out of or relating in any way to the mortgage loan transaction;
(ggg) No Mortgage Loan is secured by Mortgaged Property in the
Commonwealth of Massachusetts with a loan application date on or after November
7, 2004 that refinances a mortgage loan that is less than sixty (60) months old,
unless such Mortgage Loan (1) is on an investment property, (ii) meets the
requirements set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR
53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR
53.04(1)(c);
(hhh) For any Mortgage Loan with the related Mortgaged Property located
in State of Texas which is a second lien and the interest rate is in excess of
10% and where terms of the Mortgage Note contain a provision for which the
Mortgagor may be entitled to prepaid interest upon payoff, no Mortgagor paid any
administrative fees, points, or loan origination fees which would actually
result in any prepaid interest being due the Mortgagor under the terms of the
Mortgage Note;
(iii) The Company has complied with all applicable anti-money laundering
laws and regulations, including without limitation the USA Patriot Act of 2001
(collectively, the Anti-Money Laundering Laws"). The Company has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws and has conducted the requisite due diligence in connection with
the origination of each Mortgage Loan for the purposes of the Anti-Money
Laundering Laws. The Company further represents that it takes reasonable efforts
to determine whether any Mortgagor appears on any list of blocked or prohibited
parties designated by the U.S. Department of Treasury; and
(jjj) If the Mortgage Loan is secured by a long-term residential lease,
(1) the terms of such lease expressly permit the mortgaging of the leasehold
estate, the assignment of the lease without the lessor's consent (or the
lessor's consent has been obtained) 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
protection (2) 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, (b) allow the
termination of a lease in the event of damage or destruction as long as the
Mortgage is in existence or (c) prohibit the holder of the Mortgage from being
insured under the hazard insurance policy relating to the Mortgaged Property (3)
the original term of such lease is not less than 15 years (4) the term of such
lease does not terminate earlier than 5 years after the maturity date of the
Note and (5) the Mortgaged Property is located in a jurisdiction in which the
use of leasehold estates for residential properties is a widely-accepted
practice.
Section 3.03 REPURCHASE; SUBSTITUTION.
It is understood and agreed that the representations and warranties set
forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and
delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and
shall inure to the benefit of the Purchaser, notwithstanding any restrictive or
qualified endorsement on any Mortgage Note or Assignment or the examination, or
lack of examination, of any Mortgage File. Upon discovery by either the Company
or the Purchaser of a breach of any of the foregoing representations and
warranties which materially and adversely affects the value of the Mortgage
Loans or the interest of the Purchaser in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery
or its receipt of notice of any such breach within which to correct or cure such
breach. The Company hereby covenants and agrees that if any such breach is not
corrected or cured within such sixty day period, the Company shall, at the
Purchaser's option and not later than ninety (90) days of its discovery or its
receipt of notice of such breach, repurchase such Mortgage Loan at the
Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole
option, substitute a Mortgage Loan as provided below. In the event that any such
breach shall involve any representation or warranty set forth in Section 3.01,
and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall,
at the option of the Purchaser, be repurchased by the Company at the Repurchase
Price. Any such repurchase shall be accomplished by wire transfer of immediately
available funds to Purchaser in the amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to
this Section 3.03, the Company may, with the Purchaser's prior consent and at
Purchaser's sole option, within ninety (90) days from the related Closing Date,
remove such defective Mortgage Loan from the terms of this Agreement and
substitute another mortgage loan for such defective Mortgage Loan, in lieu of
repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is
subject to Purchaser acceptability. Any substituted Loans will comply with the
representations and warranties set forth in this Agreement as of the
substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect
the withdrawal of the removed Mortgage Loan from this Agreement and the
substitution of such substitute Mortgage Loan therefor. Upon such amendment, the
Purchaser shall review the Mortgage File delivered to it relating to the
substitute Mortgage Loan. In the event of such a substitution, accrued interest
on the substitute Mortgage Loan for the month in which the substitution occurs
and any Principal Prepayments made thereon during such month shall be the
property of the Purchaser and accrued interest for such month on the Mortgage
Loan for which the substitution is made and any Principal Prepayments made
thereon during such month shall be the property of the Company. The principal
payment on a substitute Mortgage Loan due on the Due Date in the month of
substitution shall be the property of the Company and the principal payment on
the Mortgage Loan for which the substitution is made due on such date shall be
the property of the Purchaser.
For any month in which the Company is permitted to substitute one or
more substitute Mortgage Loans, the Company will determine the amount (if any)
by which the aggregate Stated Principal Balance (after application of the
principal portion of all scheduled payments due in the month of substitution) of
all the substitute Mortgage Loans in the month of substitution is less then the
aggregate Stated Principal Balance (after application of the principal portion
of the scheduled payment due in the month of substitution) of the such replaced
Mortgage Loan. An amount equal to the aggregate of such deficiencies described
in the preceding sentence for any Remittance Date shall be deposited into the
Custodial Account by the Company on the related Determination Date in the month
following the calendar month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth
in this Section 3.03 to cure, repurchase or substitute for a defective Mortgage
Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole
remedies of the Purchaser respecting a breach of the foregoing representations
and warranties. If the Company fails to repurchase or substitute for a defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective
Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this
Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure
shall be an Event of Default and the Purchaser shall be entitled to pursue all
remedies available in this Agreement as a result thereof. No provision of this
paragraph shall affect the rights of the Purchaser to terminate this Agreement
for cause, as set forth in Sections 10.01 and 11.01.
Any cause of action against the Company relating to or arising out of
the breach of any representations and warranties made in Sections 3.01 and 3.02
shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such
breach by the Company or notice thereof by the Purchaser to the Company, (ii)
failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for
compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan that
is not in default or as to which no default is imminent, no substitution
pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start up
day" (as defined in Section 860G(a) (9) of the Code), unless the Company has
obtained an Opinion of Counsel to the effect that such substitution will not (i)
result in the imposition of taxes on "prohibited transactions" of such REMIC (as
defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or
(ii) cause the REMIC to fail to qualify as a REMIC at any time.
If pursuant to the foregoing provisions the Company repurchases a
Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (a) cause
MERS to execute and deliver an assignment of the Mortgage in recordable form to
transfer the Mortgage from MERS to the Company and shall cause such Mortgage to
be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations or (b) cause MERS to designate on the MERS(R) System the
Company as the beneficial holder of such Mortgage Loan.
Section 3.04 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
The Purchaser represents, warrants and convenants to the Company that,
as of the related Closing Date or as of such date specifically provided herein:
(a) The Purchaser is a corporation, dully organized validly existing and
in good standing under the laws of the State of Delaware and is qualified to
transact business in, is in good standing under the laws of, and possesses all
licenses necessary for the conduct of its business in, each state in which any
Mortgaged Property is located or is otherwise except or not required under
applicable law to effect such qualification or license;
(b) The Purchaser has full power and authority to hold each Mortgage
Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related
Term Sheet and to execute, deliver and perform, and to enter into and consummate
all transactions contemplated by this Agreement and the related Term Sheet and
to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term
Sheet, has duly executed and delivered this Agreement and the related Term
Sheet;
(c) None of the execution and delivery of this Agreement and the related
Term Sheet, the purchase of the Mortgage Loans, the consummation of the
transactions contemplated hereby, or the fulfillment of or compliance with the
terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms, conditions or provisions of the Purchaser's charter or
by-laws or materially conflict with or result in a material breach of any of the
terms, conditions or provisions of any legal restriction or any agreement or
instrument to which the Purchaser is now a party or by which it is bound, or
constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment
or decree to which the Purchaser or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's
knowledge, threatened with respect to the Purchaser which is reasonably likely
to have a material adverse effect on the purchase of the related Mortgage Loans,
the execution, delivery or enforceability of this Agreement and the related Term
Sheet, or which is reasonably likely to have a material adverse effect on the
financial condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Purchaser of or compliance by the Purchaser with this
Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement and the related
Term Sheet except for consents, approvals, authorizations and orders which have
been obtained;
(f) The consummation of the transactions contemplated by this Agreement
and the related Term Sheet is in the ordinary course of business of the
Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the
Company as a purchase for reporting, tax and accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason
to believe, that it cannot perform each and every of its covenants contained in
this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against
any claims, proceedings, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and other
costs and expenses resulting from a breach by the Purchaser of the
representations and warranties contained in this Section 3.04. It is understood
and agreed that the obligations of the Purchaser set forth in this Section 3.04
to indemnify the Company as provided herein constitute the sole remedies of the
Company respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 COMPANY TO ACT AS SERVICER.
The Company, as independent contract servicer, shall service and
administer the Mortgage Loans in accordance with this Agreement and the related
Term Sheet and with Accepted Servicing Practices, and shall have full power and
authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which the Company may deem
necessary or desirable and consistent with the terms of this Agreement and the
related Term Sheet and with Accepted Servicing Practices and exercise the same
care that it customarily employs for its own account. Except as set forth in
this Agreement and the related Term Sheet, the Company shall service the
Mortgage Loans in strict compliance with the servicing provisions of the Fannie
Mae Guides (special servicing option), which include, but are not limited to,
provisions regarding the liquidation of Mortgage Loans, the collection of
Mortgage Loan payments, the payment of taxes, insurance and other charges, the
maintenance of hazard insurance with a Qualified Insurer, the maintenance of
mortgage impairment insurance, the maintenance of fidelity bond and errors and
omissions insurance, inspections, the restoration of Mortgaged Property, the
maintenance of Primary Mortgage Insurance Policies, insurance claims, the title,
management and disposition of REO Property, permitted withdrawals with respect
to REO Property, liquidation reports, and reports of foreclosures and
abandonments of Mortgaged Property, the transfer of Mortgaged Property, the
release of Mortgage Files, annual statements, and examination of records and
facilities. In the event of any conflict, inconsistency or discrepancy between
any of the servicing provisions of this Agreement and the related Term Sheet and
any of the servicing provisions of the Fannie Mae Guides, the provisions of this
Agreement and the related Term Sheet shall control and be binding upon the
Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet,
the Company may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of any such term or in any manner grant indulgence to any
Mortgagor if in the Company's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the prior
written consent of the Purchaser, the Company shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage Interest Rate,
defer for more than ninety days or forgive any payment of principal or interest,
reduce or increase the outstanding principal balance (except for actual payments
of principal) or change the final maturity date on such Mortgage Loan. In the
event of any such modification which has been agreed to in writing by the
Purchaser and which permits the deferral of interest or principal payments on
any Mortgage Loan, the Company shall, on the Business Day immediately preceding
the Remittance Date in any month in which any such principal or interest payment
has been deferred, deposit in the Custodial Account from its own funds, in
accordance with Section 4.04, the difference between (a) such month's principal
and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
principal balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Company shall be entitled to reimbursement for such advances to
the same extent as for all other advances pursuant to Section 4.05. Without
limiting the generality of the foregoing, the Company shall continue, and is
hereby authorized and empowered, to prepare, execute and deliver, all
instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. Notwithstanding anything
herein to the contrary, the Company may not enter into a forbearance agreement
or similar arrangement with respect to any Mortgage Loan which term exceeds 12
months in duration. Any such agreement shall be approved by Purchaser and, if
required, by the Primary Mortgage Insurance Policy insurer, if required. Any
other loss mitigation or workout alternatives, such as short sales or deeds in
lieu of foreclosure, shall be subject to the approval of the Purchaser and the
Primary Mortgage Insurance Policy insurer if applicable.
Notwithstanding anything in this Agreement to the contrary, if any
Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with
respect to such Mortgage Loan, shall not permit any modification with respect to
such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall
not (unless the Mortgagor is in default with respect to such Mortgage Loan or
such default is, in the judgment of the Company, reasonably foreseeable) make or
permit any modification, waiver or amendment of any term of such Mortgage Loan
that would both (i) effect an exchange or reissuance of such Mortgage Loan under
Section 1001 of the Code (or Treasury regulations promulgated thereunder) and
(ii) cause any REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions" after the
startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to
a Pass-Through Transfer, which is not contemplated under the terms of this
Agreement, the Company will obtain an Opinion of Counsel acceptable to the
trustee in such Pass-Through Transfer with respect to whether such action could
result in the imposition of a tax upon any REMIC (including but not limited to
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code)(either such event, an "Adverse REMIC Event"), and the Company shall not
take any such actions as to which it has been advised that an Adverse REMIC
Event could occur.
The Company shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in any REMIC. The Company shall not enter
into any arrangement by which a REMIC will receive a fee or other compensation
for services nor permit a REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall
employ Accepted Servicing Practices, giving due consideration to the Purchaser's
reliance on the Company. Unless a different time period is stated in this
Agreement or the related Term Sheet, Purchaser shall be deemed to have given
consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date
Purchaser receives a second written request for consent for such matter from
Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the
Company provided that the Subservicer is an entity that engages in the business
of servicing loans, and in either case shall be authorized to transact business,
and licensed to service mortgage loans, in the state or states where the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event
has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or
which would require notification to Fannie Mae or FHLMC. In addition, each
Subservicer will obtain and preserve its qualifications to do business as a
foreign corporation and its licenses to service mortgage loans, in each
jurisdiction in which such qualifications and/or licenses are or shall be
necessary to protect the validity and enforceability of this Agreement, or any
of the Mortgage Loans and to perform or cause to be performed its duties under
the related Subservicing Agreement. The Company may perform any of its servicing
responsibilities hereunder or may cause the Subservicer to perform any such
servicing responsibilities on its behalf, but the use by the Company of the
Subservicer shall not release the Company from any of its obligations hereunder
and the Company shall remain responsible hereunder for all acts and omissions of
the Subservicer as fully as if such acts and omissions were those of the
Company. The Company shall pay all fees and expenses of the Subservicer from its
own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company
shall notify Purchaser promptly in writing upon the appointment of any
Subservicer.
At the cost and expense of the Company, without any right of
reimbursement from the Custodial Account, the Company shall be entitled to
terminate the rights and responsibilities of the Subservicer and arrange for any
servicing responsibilities to be performed by a successor subservicer meeting
the requirements in the preceding paragraph, provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at the
Company's option, from electing to service the related Mortgage Loans itself. In
the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to
do so by the Purchaser, the Company shall at its own cost and expense terminate
the rights and responsibilities of the Subservicer effective as of the date of
termination of the Company. The Company shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of the
Subservicer from the Company's own funds without reimbursement from the
Purchaser.
Notwithstanding any of the provisions of this Agreement relating to
agreements or arrangements between the Company and the Subservicer or any
reference herein to actions taken through the Subservicer or otherwise, the
Company shall not be relieved of its obligations to the Purchaser and shall be
obligated to the same extent and under the same terms and conditions as if it
alone were servicing and administering the Mortgage Loans. The Company shall be
entitled to enter into an agreement with the Subservicer for indemnification of
the Company by the Subservicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification. The Company will indemnify and
hold Purchaser harmless from any loss, liability or expense arising out of its
use of a Subservicer to perform any of its servicing duties, responsibilities
and obligations hereunder.
Any Subservicing Agreement and any other transactions or services
relating to the Mortgage Loans involving the Subservicer shall be deemed to be
between the Subservicer and Company alone, and the Purchaser shall have no
obligations, duties or liabilities with respect to the Subservicer including no
obligation, duty or liability of Purchaser to pay the Subservicer's fees and
expenses. For purposes of distributions and advances by the Company pursuant to
this Agreement, the Company shall be deemed to have received a payment on a
Mortgage Loan when the Subservicer has received such payment.
The Company will transmit full-file credit reporting data for each
Mortgage Loan pursuant to the Fannie Mae Selling Guide and that for each
Mortgage Loan, the Company agrees it shall report one of the following statuses
each month as follows: new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed, or charged-off.
Section 4.02 COLLECTION OF MORTGAGE LOAN PAYMENTS.
Continuously from the date hereof until the date each Mortgage Loan
ceases to be subject to this Agreement, the Company will proceed diligently to
collect all payments due under each Mortgage Loan when the same shall become due
and payable and shall, to the extent such procedures shall be consistent with
this Agreement, Accepted Servicing Practices, and the terms and provisions of
any related Primary Mortgage Insurance Policy, follow such collection procedures
as it follows with respect to mortgage loans comparable to the Mortgage Loans
and held for its own account. Further, the Company will take special care in
ascertaining and estimating annual escrow payments, and all other charges that,
as provided in the Mortgage, will become due and payable, so that the
installments payable by the Mortgagors will be sufficient to pay such charges as
and when they become due and payable.
Section 4.03 REALIZATION UPON DEFAULTED MORTGAGE
The Company shall use its best efforts, consistent with the procedures
that the Company would use in servicing loans for its own account, consistent
with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and
the best interest of Purchaser, to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 4.01. . Loan
shall be demanded within 90 days of default for Mortgaged Properties for which
no satisfactory arrangements can be made for collection of delinquent payments,
subject to state and federal law and regulation. Foreclosure or comparable
proceedings shall be initiated within one hundred twenty (120) days of default
for Mortgaged Properties for which no satisfactory arrangements can be made for
collection of delinquent payments, subject to state and federal law and
regulation. In the event any payment due under any Mortgage Loan is not paid
when the same becomes due and payable, or in the event the Mortgagor fails to
perform any other covenant or obligation under the Mortgage Loan and such
failure continues beyond any applicable grace period, the Company will proceed
diligently to collect all payments due and shall take such action, including
commencing foreclosure, as it shall reasonably deem to be in the best interests
of the Purchaser in a manner consistent with Accepted Servicing Practices,
subject to state and federal law and regulation. The Company shall use its best
efforts to realize upon defaulted Mortgage Loans in such manner as will maximize
the receipt of principal and interest by the Purchaser, taking into account,
among other things, the timing of foreclosure proceedings. The foregoing is
subject to the provisions that, in any case in which a Mortgaged Property shall
have suffered damage, the Company shall not be required to expend its own funds
toward the restoration of such property unless it shall determine in its
discretion (i) that such restoration will increase the proceeds of liquidation
of the related Mortgage Loan to the Purchaser after reimbursement to itself for
such expenses, and (ii) that such expenses will be recoverable by the Company
through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 4.05. Company shall obtain prior approval
of Purchaser as to repair or restoration expenses in excess of ten thousand
dollars ($10,000). The Company shall be responsible for all costs and expenses
incurred by it in any such proceedings or functions; provided, however, that it
shall be entitled to reimbursement thereof from the related property, as
contemplated in Section 4.05. Notwithstanding anything to the contrary contained
herein, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Company has reasonable cause to believe that a
Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
or if the Purchaser otherwise requests an environmental inspection or review of
such Mortgaged Property, such an inspection or review is to be conducted by a
qualified inspector at the Purchaser's expense. Upon completion of the
inspection, the Company shall promptly provide the Purchaser with a written
report of the environmental inspection. After reviewing the environmental
inspection report, the Purchaser shall determine how the Company shall proceed
with respect to the Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser
may, at the Purchaser's sole option, terminate the Company as servicer of any
Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of
a scheduled Monthly Payment, without payment of any termination fee with respect
thereto, provided that the Company shall on the date said termination takes
effect be reimbursed for any unreimbursed advances of the Company's funds made
pursuant to Section 5.03 and any unreimbursed Servicing Advances and Servicing
Fees in each case relating to the Mortgage Loan underlying such delinquent
Mortgage Loan notwithstanding anything to the contrary set forth in Section
4.05. In the event of any such termination, the provisions of Section 11.01
hereof shall apply to said termination and the transfer of servicing
responsibilities with respect to such delinquent Mortgage Loan to the Purchaser
or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes
REO Property, such property shall be disposed of by the Company, with the
consent of Purchaser as required pursuant to this Agreement, before the close of
the third taxable year following the taxable year in which the Mortgage Loan
became an REO Property, unless the Company provides to the trustee under such
REMIC an opinion of counsel to the effect that the holding of such REO Property
subsequent to the close of the third taxable year following the taxable year in
which the Mortgage Loan became an REO Property, will not result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of
the Code, or cause the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding. Company shall manage, conserve, protect and
operate each such REO Property for the certificateholders solely for the purpose
of its prompt disposition and sale in a manner which does not cause such
property to fail to qualify as "foreclosure property" within the meaning of
Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property"
which is subject to taxation under the REMIC provisions of the Code. Pursuant to
its efforts to sell such property, the Company shall either itself or through an
agent selected by Company, protect and conserve such property in the same manner
and to such an extent as is customary in the locality where such property is
located. Additionally, Company shall perform the tax withholding and reporting
related to Sections 1445 and 6050J of the Code.
Section 4.04 ESTABLISHMENT OF CUSTODIAL ACCOUNTS; DEPOSITS IN CUSTODIAL
ACCOUNTS.
The Company shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts.
The Custodial Account shall be an Eligible Account. Funds deposited in the
Custodial Account, which shall be deposited within 24 hours of receipt, shall at
all times be insured by the FDIC up to the FDIC insurance limits, or must be
invested in Permitted Investments for the benefit of the Purchaser. Funds
deposited in the Custodial Account may be drawn on by the Company in accordance
with Section 4.05. The creation of any Custodial Account shall be evidenced by a
letter agreement in the form shown in Exhibit B hereto. The original of such
letter agreement shall be furnished to the Purchaser on the Closing Date, and
upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and
retain therein the following payments and collections received or made by it
subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but
allocable to a period subsequent thereto, other than in respect of principal and
interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted
to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection
with any REO Property pursuant to Section 4.13 and in connection therewith, the
Company shall provide the Purchaser with written detail itemizing all of such
amounts;
(v) all Insurance Proceeds including amounts required to be deposited
pursuant to Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the
Escrow Account and applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with Accepted Servicing
Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which
are not released to the Mortgagor in accordance with Accepted Servicing
Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any
Prepayment Interest Shortfalls, to the extent of the Company's aggregate
Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to
Section 4.10 in connection with the deductible clause in any blanket hazard
insurance policy, such deposit shall be made from the Company's own funds,
without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account
pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges and
assumption fees, to the extent permitted by Section 6.01, need not be deposited
by the Company in the Custodial Account. Any interest paid on funds deposited in
the Custodial Account by the depository institution shall accrue to the benefit
of the Company and the Company shall be entitled to retain and withdraw such
interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser
shall not be responsible for any losses suffered with respect to investment of
funds in the Custodial Account.
Section 4.05 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT.
The Company may, from time to time, withdraw from the Custodial Account
for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner
provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to
reimburse itself pursuant to this subclause (ii) being limited to amounts
received on the related Mortgage Loan which represent late collections (net of
the related Servicing Fees) of principal and/or interest respecting which any
such advance was made, it being understood that, in the case of such
reimbursement, the Company's right thereto shall be prior to the rights of the
Purchaser, except that, where the Company is required to repurchase a Mortgage
Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall
be subsequent to the payment to the Purchaser of the Repurchase Price pursuant
to such Section and all other amounts required to be paid to the Purchaser with
respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any
unpaid Servicing Fees(or REO administration fees described in Section 4.13), the
Company's right to reimburse itself pursuant to this subclause (iii) with
respect to any Mortgage Loan being limited to related proceeds from Liquidation
Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this
Agreement; any recovery shall be made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any
interest earned on funds in the Custodial Account (all such interest to be
withdrawn monthly not later than each Remittance Date), and (b) the Servicing
Fee from that portion of any payment or recovery as to interest with respect to
a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been
repurchased pursuant to Section 3.03 all amounts received thereon and not
distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with
Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by
the Company; and
(vi) to clear and terminate the Custodial Account upon the termination
of this Agreement.
Section 4.06 ESTABLISHMENT OF ESCROW ACCOUNTS; DEPOSITS IN ESCROW
ACCOUNTS.
The Company shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible
Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the
FDIC, or must be invested in Permitted Investments. Funds deposited in the
Escrow Account may be drawn on by the Company in accordance with Section 4.07.
The creation of any Escrow Account shall be evidenced by a letter agreement in
the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any
subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily
basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for
the purpose of effecting timely payment of any such items as required under the
terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration
or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are
insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only
to effect such payments as are required under this Agreement, and for such other
purposes as shall be as set forth or in accordance with Section 4.07. The
Company shall be entitled to retain any interest paid on funds deposited in the
Escrow Account by the depository institution other than interest on escrowed
funds required by law to be paid to the Mortgagor and, to the extent required by
law, the Company shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account is non-interest bearing or that interest
paid thereon is insufficient for such purposes. The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the
Escrow Account.
Section 4.07 PERMITTED WITHDRAWALS FROM ESCROW ACCOUNT.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water
rates, Primary Mortgage Insurance Policy premiums, if applicable, fire and
hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with
respect to a related Mortgage Loan but only from amounts received on the related
Mortgage Loan which represent late payments or collections of Escrow Payments
thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be
overages;
(iv) for transfer to the Custodial Account in accordance with the terms
of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required
by law, any interest paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of
this Agreement. As part of its servicing duties, the Company shall pay to the
Mortgagors interest on funds in Escrow Account, to the extent required by law,
and to the extent that interest earned on funds in the Escrow Account is
insufficient, shall pay such interest from its own funds, without any
reimbursement therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds
deposited in accordance with Section 4.06.
Section 4.08 PAYMENT OF TAXES, INSURANCE AND OTHER CHARGES; MAINTENANCE
OF PRIMARY MORTGAGE INSURANCE POLICIES; COLLECTIONS
THEREUNDER.
With respect to each Mortgage Loan, the Company shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water rates
and other charges which are or may become a lien upon the Mortgaged Property and
the status of primary mortgage insurance premiums and fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of such
charges, including renewal premiums and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under the
terms of the Mortgage or applicable law. To the extent that the Mortgage does
not provide for Escrow Payments, the Company shall determine that any such
payments are made by the Mortgagor at the time they first become due. The
Company assumes full responsibility for the timely payment of all such bills and
shall effect timely payments of all such bills irrespective of the Mortgagor's
faithful performance in the payment of same or the making of the Escrow Payments
and shall make advances from its own funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage
Insurance Policies issued by a Qualified Insurer with respect to each Mortgage
Loan for which such coverage is herein required. Such coverage will be
terminated only with the approval of Purchaser, or as required by applicable law
or regulation. The Company will not cancel or refuse to renew any Primary
Mortgage Insurance Policy in effect on the Closing Date that is required to be
kept in force under this Agreement unless a replacement Primary Mortgage
Insurance Policy for such canceled or nonrenewed policy is obtained from and
maintained with a Qualified Insurer. The Company shall not take any action which
would result in non-coverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of the Company would have been
covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 6.01, the Company shall
promptly notify the insurer under the related Primary Mortgage Insurance Policy,
if any, of such assumption or substitution of liability in accordance with the
terms of such policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under the Primary
Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is
terminated as a result of such assumption or substitution of liability, the
Company shall obtain a replacement Primary Mortgage Insurance Policy as provided
above.
In connection with its activities as servicer, the Company agrees to
prepare and present, on behalf of itself and the Purchaser, claims to the
insurer under any Private Mortgage Insurance Policy in a timely fashion in
accordance with the terms of such Primary Mortgage Insurance Policy and, in this
regard, to take such action as shall be necessary to permit recovery under any
Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant
to Section 4.04, any amounts collected by the Company under any Primary Mortgage
Insurance Policy shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 4.05.
Section 4.09 TRANSFER OF ACCOUNTS.
The Company may transfer the Custodial Account or the Escrow Account to
a different Eligible Account from time to time. Such transfer shall be made only
upon obtaining the prior written consent of the Purchaser, which consent will
not be unreasonably withheld.
Section 4.10 MAINTENANCE OF HAZARD INSURANCE.
The Company shall cause to be maintained for each Mortgage Loan fire and
hazard insurance with extended coverage as is acceptable to Fannie Mae or FHLMC
and customary in the area where the Mortgaged Property is located in an amount
which is equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan, and (b) an amount such that
the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
mortgagee from becoming a co-insurer. If required by the Flood Disaster
Protection Act of 1973, as amended, each Mortgage Loan shall be covered by a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in effect with an insurance carrier acceptable
to Fannie Mae or FHLMC, in an amount representing coverage not less than the
least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the
maximum insurable value of the improvements securing such Mortgage Loan or (iii)
the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the
Mortgage Loan, the Company determines in accordance with applicable law and
pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a
special flood hazard area and is not covered by flood insurance or is covered in
an amount less than the amount required by the Flood Disaster Protection Act of
1973, as amended, the Company shall notify the related Mortgagor that the
Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails
to obtain the required flood insurance coverage within forty-five (45) days
after such notification, the Company shall immediately force place the required
flood insurance on the Mortgagor's behalf. The Company shall also maintain on
each REO Property, fire and hazard insurance with extended coverage in an amount
which is at least equal to the maximum insurable value of the improvements which
are a part of such property, and, to the extent required and available under the
Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount
as provided above. Any amounts collected by the Company under any such policies
other than amounts to be deposited in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or REO Property, or released to
the Mortgagor in accordance with Accepted Servicing Practices, shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05. It is understood and agreed that no other additional insurance need be
required by the Company of the Mortgagor or maintained on property acquired in
respect of the Mortgage Loan, other than pursuant to this Agreement, the Fannie
Mae Guides or such applicable state or federal laws and regulations as shall at
any time be in force and as shall require such additional insurance. All such
policies shall be endorsed with standard mortgagee clauses with loss payable to
the Company and its successors and/or assigns and shall provide for at least
thirty days prior written notice of any cancellation, reduction in the amount or
material change in coverage to the Company. The Company shall not interfere with
the Mortgagor's freedom of choice in selecting either his insurance carrier or
agent, provided, however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.
Section 4.11 MAINTENANCE OF MORTGAGE IMPAIRMENT INSURANCE POLICY.
In the event that the Company shall obtain and maintain a blanket policy
issued by an insurer acceptable to Fannie Mae or FHLMC insuring against hazard
losses on all of the Mortgage Loans, then, to the extent such policy provides
coverage in an amount equal to the amount required pursuant to Section 4.10 and
otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section
4.10, it being understood and agreed that such policy may contain a deductible
clause, in which case the Company shall, in the event that there shall not have
been maintained on the related Mortgaged Property or REO Property a policy
complying with Section 4.10, and there shall have been a loss which would have
been covered by such policy, deposit in the Custodial Account the amount not
otherwise payable under the blanket policy because of such deductible clause. In
connection with its activities as servicer of the Mortgage Loans, the Company
agrees to prepare and present, on behalf of the Purchaser, claims under any such
blanket policy in a timely fashion in accordance with the terms of such policy.
Upon request of the Purchaser, the Company shall cause to be delivered to the
Purchaser a certified true copy of such policy and shall use its best efforts to
obtain a statement from the insurer thereunder that such policy shall in no
event be terminated or materially modified without thirty (30) days' prior
written notice to the Purchaser.
Section 4.12 FIDELITY BOND, ERRORS AND OMISSIONS INSURANCE.
The Company shall maintain, at its own expense, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage with
responsible companies on all officers, employees or other persons acting in any
capacity with regard to the Mortgage Loan to handle funds, money, documents and
papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company
against losses, including forgery, theft, embezzlement and fraud of such
persons. The errors and omissions insurance shall protect and insure the Company
against losses arising out of errors and omissions and negligent acts of such
persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance
policies required pursuant to this Agreement and the release or satisfaction of
a Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond
or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon
request by the Purchaser, the Company shall deliver to the Purchaser a
certificate from the surety and the insurer as to the existence of the Fidelity
Bond and errors and omissions insurance policy and shall obtain a statement from
the surety and the insurer that such Fidelity Bond or insurance policy shall in
no event be terminated or materially modified without thirty (30) days' prior
written notice to the Purchaser. The Company shall notify the Purchaser within
five (5) business days of receipt of notice that such Fidelity Bond or insurance
policy will be, or has been, materially modified or terminated. The Purchaser
(or any party having the status of Purchaser hereunder) and any subsidiary
thereof and their successors or assigns as their interests may appear must be
named as loss payees on the Fidelity Bond and as additional insured on the
errors and omissions policy. Upon request by Purchaser, Company shall provide
Purchaser with an insurance certificate certifying coverage under this Section
4.12, and will provide an update to such certificate upon request, or upon
renewal or material modification of coverage.
Section 4.13 TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY.
In the event that title to the Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Purchaser or its designee, or in the event the
Purchaser or its designee is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be adversely
affected under the "doing business" or tax laws of such state by so holding
title, the deed or certificate of sale shall be taken in the name of such Person
or Persons as shall be consistent with an opinion of counsel obtained by the
Company from an attorney duly licensed to practice law in the state where the
REO Property is located. Any Person or Persons holding such title other than the
Purchaser shall acknowledge in writing that such title is being held as nominee
for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae
Guides of each acquisition of REO Property upon such acquisition (and, in any
event, shall provide notice of the consummation of any foreclosure sale within
three (3) Business Days of the date Company receives notice of such
consummation), together with a copy of the drive by appraisal or brokers price
opinion of the Mortgaged Property obtained in connection with such acquisition,
and thereafter assume the responsibility for marketing such REO property in
accordance with Accepted Servicing Practices. Thereafter, the Company shall
continue to provide certain administrative services to the Purchaser relating to
such REO Property as set forth in this Section 4.13. The Company shall, either
itself or through an agent selected by the Company, and in accordance with the
Fannie Mae Guides manage, conserve, protect and operate each REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Company shall cause each
REO Property to be inspected promptly upon the acquisition of title thereto and
shall cause each REO Property to be inspected at least monthly thereafter or
more frequently as required by the circumstances. The Company shall make or
cause to be made a written report of each such inspection. Such reports shall be
retained in the Mortgage File and copies thereof shall be forwarded by the
Company to the Purchaser upon request.
The Company shall use its best efforts to dispose of the REO Property as
soon as possible and shall sell such REO Property in any event within one year
after title has been taken to such REO Property, unless the Company determines,
and gives an appropriate notice to the Purchaser to such effect, that a longer
period is necessary for the orderly liquidation of such REO Property. If a
longer period than one (1) year is permitted under the foregoing sentence and is
necessary to sell any REO Property, the Company shall report monthly to the
Purchaser as to the progress being made in selling such REO Property. No REO
Property shall be marketed for less than the Appraised Value, without the prior
consent of Purchaser. No REO Property shall be sold for less than ninety five
percent (95%) of its Appraised Value, without the prior consent of Purchaser.
All requests for reimbursement of Servicing Advances shall be in accordance with
the Fannie Mae Guides. The disposition of REO Property shall be carried out by
the Company at such price, and upon such terms and conditions, as the Company
deems to be in the best interests of the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser.
Notwithstanding anything to the contrary contained herein, the Purchaser
may, at the Purchaser's sole option, terminate the Company as servicer of any
such REO Property without payment of any termination fee with respect thereto,
provided that the Company shall on the date said termination takes effect be
reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each
case relating to the Mortgage Loan underlying such REO Property notwithstanding
anything to the contrary set forth in Section 4.05. In the event of any such
termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such
REO Property to the Purchaser or its designee. Within five Business Days of any
such termination, the Company shall, if necessary convey such property to the
Purchaser and shall further provide the Purchaser with the following information
regarding the subject REO Property: the related drive by appraisal or brokers
price opinion, and copies of any related Mortgage Impairment Insurance Policy
claims. In addition, within five Business Days, the Company shall provide the
Purchaser with the following information regarding the subject REO Property: the
related trustee's deed upon sale and copies of any related hazard insurance
claims, or repair bids.
Section 4.14 NOTIFICATION OF MATURITY DATE.
With respect to each Mortgage Loan, the Company shall execute and
deliver to the Mortgagor any and all necessary notices required under applicable
law and the terms of the related Mortgage Note and Mortgage regarding the
maturity date if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 DISTRIBUTIONS.
On each Remittance Date, the Company shall distribute by wire transfer
of immediately available funds to the Purchaser (i) all amounts credited to the
Custodial Account as of the close of business on the preceding Determination
Date, net of charges against or withdrawals from the Custodial Account pursuant
to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the
Mortgage Loan Remittance Rate on any Principal Prepayment from the date of such
Principal Prepayment through the end of the month for which disbursement is made
provided that the Company's obligation as to payment of such interest shall be
limited to the Servicing Fee earned during the month of the distribution, minus
(iv) any amounts attributable to Monthly Payments collected but due on a Due
Date or Dates subsequent to the preceding Determination Date, which amounts
shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on
the first Remittance Date with respect to Mortgage Loans purchased pursuant to
the related Term Sheet is to include principal collected after the Cut-off Date
through the preceding Determination Date plus interest, adjusted to the Mortgage
Loan Remittance Rate collected through such Determination Date exclusive of any
portion thereof allocable to the period prior to the Cut-off Date, with the
adjustments specified in clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the
Remittance Date, the Company shall pay to the Purchaser interest on any such
late payment at an annual rate equal to the Prime Rate, adjusted as of the date
of each change, plus three (3) percentage points, but in no event greater than
the maximum amount permitted by applicable law. Such interest shall cover the
period commencing with the day following the Business Day such payment was due
and ending with the Business Day on which such payment is made to the Purchaser,
both inclusive. The payment by the Company of any such interest shall not be
deemed an extension of time for payment or a waiver of any Event of Default by
the Company. On each Remittance Date, the Company shall provide a remittance
report detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 STATEMENTS TO THE PURCHASER.
The Company shall furnish to Purchaser an individual loan accounting
report, as of the last Business Day of each month, in the Company's assigned
loan number order to document Mortgage Loan payment activity on an individual
Mortgage Loan basis. With respect to each month, the corresponding individual
loan accounting report shall be received by the Purchaser no later than the
fifth Business Day of the following month on paper or a disk or tape or other
computer-readable format in such format as may be mutually agreed upon by both
Purchaser and Company, and no later than the fifth Business Day of the following
month in hard copy, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance
allocable to principal (including a separate breakdown of any Principal
Prepayment, including the date of such prepayment, and any prepayment penalties
or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance
allocable to interest;
(iii) the amount of servicing compensation received by the Company
during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the
prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage
Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more;
(b) as to which foreclosure has commenced; and (c) as to which REO Property has
been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's
assigned loan number order, in the form of Exhibit E hereto, with each such
Report.
The Company shall prepare and file any and all information statements or
other filings required to be delivered to any governmental taxing authority or
to Purchaser pursuant to any applicable law with respect to the Mortgage Loans
and the transactions contemplated hereby. In addition, the Company shall provide
Purchaser with such information concerning the Mortgage Loans as is necessary
for Purchaser to prepare its federal income tax return as Purchaser may
reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each
calendar year, the Company shall furnish to each Person who was a Purchaser at
any time during such calendar year an annual statement in accordance with the
requirements of applicable federal income tax law as to the aggregate of
remittances for the applicable portion of such year.
Section 5.03 MONTHLY ADVANCES BY THE COMPANY.
Not later than the close of business on the Business Day preceding each
Remittance Date, the Company shall deposit in the Custodial Account an amount
equal to all payments not previously advanced by the Company, whether or not
deferred pursuant to Section 4.01, of principal (due after the Cut-off Date) and
interest not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent
at the close of business on the related Determination Date.
The Company's obligation to make such Monthly Advances as to any
Mortgage Loan will continue through the last Monthly Payment due prior to the
payment in full of the Mortgage Loan, or through the Remittance Date prior to
the date on which the Mortgaged Property liquidates (including Insurance
Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be
nonrecoverable. In such event, the Company shall deliver to the Purchaser an
Officer's Certificate of the Company to the effect that an officer of the
Company has reviewed the related Mortgage File and has made the reasonable
determination that any additional advances are nonrecoverable.
Section 5.04 LIQUIDATION REPORTS.
Upon the foreclosure sale of any Mortgaged Property or the acquisition
thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure, the Company
shall submit to the Purchaser a liquidation report with respect to such
Mortgaged Property in a form mutually acceptable to Company and Purchaser. The
Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require.
Section 5.05 PREPAYMENT INTEREST SHORTFALLS.
Not later than the close of business on the Business Day preceding each
Remittance Date in the month following the related Prepayment Period, the
Company shall deposit in the Custodial Account an amount equal to any Prepayment
Interest Shortfalls with respect to such Prepayment Period, which in the
aggregate shall not exceed the Company's aggregate Servicing Fee received with
respect to the related Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 ASSUMPTION AGREEMENTS.
The Company will, to the extent it has knowledge of any conveyance or
prospective conveyance by any Mortgagor of the Mortgaged Property (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the
Company shall not exercise any such rights if prohibited by law or the terms of
the Mortgage Note from doing so or if the exercise of such rights would impair
or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Company reasonably believes it is unable under applicable
law to enforce such "due-on-sale" clause, the Company, with the approval of the
Purchaser, will enter into an assumption agreement with the person to whom the
Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, to the extent
permitted by applicable state law, the Mortgagor remains liable thereon. Where
an assumption is allowed pursuant to this Section 6.01, the Company, with the
prior consent of the Purchaser and the primary mortgage insurer, if any, is
authorized to enter into a substitution of liability agreement with the person
to whom the Mortgaged Property has been conveyed or is proposed to be conveyed
pursuant to which the original mortgagor is released from liability and such
Person is substituted as mortgagor and becomes liable under the related Mortgage
Note. Any such substitution of liability agreement shall be in lieu of an
assumption agreement.
In connection with any such assumption or substitution of liability, the
Company shall follow the underwriting practices and procedures of the Company.
With respect to an assumption or substitution of liability, the Mortgage
Interest Rate borne by the related Mortgage Note, the amount of the Monthly
Payment and the maturity date may not be changed (except pursuant to the terms
of the Mortgage Note). If the credit of the proposed transferee does not meet
such underwriting criteria, the Company diligently shall, to the extent
permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate
the maturity of the Mortgage Loan. The Company shall notify the Purchaser that
any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability
or assumption agreement, which document shall be added to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other
provision of this Agreement, the Company shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or any assumption which the
Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a
sale of the Mortgaged Property subject to the Mortgage that is not accompanied
by an assumption or substitution of liability agreement.
Section 6.02 SATISFACTION OF MORTGAGES AND RELEASE OF MORTGAGE FILES.
Upon the payment in full of any Mortgage Loan, or the receipt by the
Company of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Company will immediately notify the Purchaser
by a certification, which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section
4.04 have been or will be so deposited, of a Servicing Officer and shall request
delivery to it of the portion of the Mortgage File held by the Purchaser. The
Purchaser shall no later than five Business Days after receipt of such
certification and request, release or cause to be released to the Company, the
related Mortgage Loan Documents and, upon its receipt of such documents, the
Company shall promptly prepare and deliver to the Purchaser the requisite
satisfaction or release. No later than five (5) Business Days following its
receipt of such satisfaction or release, the Purchaser shall deliver, or cause
to be delivered, to the Company the release or satisfaction properly executed by
the owner of record of the applicable mortgage or its duly appointed attorney in
fact. No expense incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having
obtained payment in full of the indebtedness secured by the Mortgage or should
it otherwise prejudice any right the Purchaser may have under the mortgage
instruments, the Company, upon written demand, shall remit within two (2)
Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company
shall maintain the Fidelity Bond and errors and omissions insurance insuring the
Company against any loss it may sustain with respect to any Mortgage Loan not
satisfied in accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of
the Mortgage Loan, including for the purpose of collection under any Primary
Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and
delivery to the Purchaser of a servicing receipt signed by a Servicing Officer,
release the portion of the Mortgage File held by the Purchaser to the Company.
Such servicing receipt shall obligate the Company to return the related Mortgage
documents to the Purchaser when the need therefor by the Company no longer
exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Custodial
Account or the Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property either judicially or non-judicially, and the Company
has delivered to the Purchaser a certificate of a Servicing Officer certifying
as to the name and address of the Person to which such Mortgage File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan
was liquidated, the servicing receipt shall be released by the Purchaser to the
Company.
Section 6.03 SERVICING COMPENSATION.
As compensation for its services hereunder, the Company shall be
entitled to withdraw from the Custodial Account (to the extent of interest
payments collected on the Mortgage Loans) or to retain from interest payments
collected on the Mortgage Loans, the amounts provided for as the Company's
Servicing Fee, subject to payment of compensating interest on Principal
Prepayments as capped by the Servicing Fee pursuant to Section 5.01 (iii).
Additional servicing compensation in the form of assumption fees, as provided in
Section 6.01, and late payment charges or otherwise shall be retained by the
Company to the extent not required to be deposited in the Custodial Account. No
Servicing Fee shall be payable in connection with partial Monthly Payments. The
Company shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section 6.04 ANNUAL STATEMENT AS TO COMPLIANCE.
The Company will deliver to the Purchaser not later than February 28th
of each year, beginning March 15, 2006, an executed Officers' Certificate
acceptable to the Purchaser stating, as to each signatory thereof, that (i) a
review of the activities of the Company during the preceding calendar year and
of performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on such
review, the Company has fulfilled all of its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officers and the
nature and status of cure provisions thereof. Such Officers' Certificate shall
contain no restrictions or limitations on its use. Copies of such statement
shall be provided by the Company to the Purchaser upon request.
If the Company cannot deliver the related Officers' Certificate by March
15th of such year, the Purchaser, at its sole option, may permit a cure period
for the Company to deliver such Officers' Certificate, but in no event later
than March 22nd of such year.
Failure of the Company to timely comply with this Section 6.05 shall be
deemed an Event of Default, automatically, without notice and without any cure
period, and Purchaser may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Company for the same, as
provided in Section 9.01. Such termination shall be considered with cause
pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Section 6.05 ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' SERVICING
REPORT.
The Company, at its expense and not later than March 15th of each year,
beginning March 15, 2006, shall cause a firm of independent public accountants
which is a member of the American Institute of Certified Public Accountants to
furnish a statement to the Purchaser acceptable to the Purchaser to the effect
that such firm has examined certain documents and records relating to the
Company's servicing of mortgage loans of the same type as the Mortgage Loans
pursuant to servicing agreements substantially similar to this Agreement, which
agreements may include this Agreement, and that, on the basis of such an
examination, conducted substantially in the uniform single audit program for
mortgage bankers, such firm is of the opinion that the Company's servicing has
been conducted in compliance with the agreements examined pursuant to this
Section 6.05, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such
statement. Such statement shall contain no restrictions or limitations on its
use. Copies of such statement shall be provided by the Company to the Purchaser.
In addition, on an annual basis, Company shall provide Purchaser with copies of
its audited financial statements.
Failure of the Company to timely comply with this Section 6.05 shall be
deemed an Event of Default, automatically, without notice and without any cure
period, and Purchaser may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Company for the same, as
provided in Section 9.01. Such termination shall be considered with cause
pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Section 6.06 PURCHASER'S RIGHT TO EXAMINE COMPANY RECORDS.
The Purchaser shall have the right to examine and audit upon reasonable
notice to the Company, during business hours or at such other times as might be
reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of the Company, or held by another for the
Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this
Agreement.
The Company shall provide to the Purchaser and any supervisory agents or
examiners representing a state or federal governmental agency having
jurisdiction over the Purchaser, including but not limited to OTS, FDIC and
other similar entities, access to any documentation regarding the Mortgage Loans
in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable
request, during normal business hours and at the offices of the Company, and in
accordance with the federal government, FDIC, OTS, or any other similar
regulations.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 COMPANY SHALL PROVIDE INFORMATION AS REASONABLY REQUIRED.
The Company shall furnish to the Purchaser during the term of this
Agreement, such periodic, special or other reports, information or
documentation, whether or not provided for herein, as shall be necessary,
reasonable or appropriate in respect to the Purchaser, or otherwise in respect
to the Mortgage Loans and the performance of the Company under this Agreement,
including any reports, information or documentation reasonably required to
comply with any regulations regarding any supervisory agents or examiners of the
Purchaser all such reports or information to be as provided by and in accordance
with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Company under
this Agreement. The Company agrees to execute and deliver all such instruments
and take all such action as the Purchaser, from time to time, may reasonably
request in order to effectuate the purpose and to carry out the terms of this
Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make
available to a prospective purchaser audited financial statements of the Company
for the most recently completed two (2) fiscal years for which such statements
are available, as well as a Consolidated Statement of Condition at the end of
the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to
the Purchaser or a prospective purchaser copies of the statements specified
above.
The Company shall make reasonably available to the Purchaser or any
prospective Purchaser a knowledgeable financial or accounting officer for the
purpose of answering questions and to permit any prospective purchaser to
inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage
Loans as provided in this Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01 INDEMNIFICATION; THIRD PARTY CLAIMS.
The Company agrees to indemnify the Purchaser and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Purchaser may sustain in any way related to the failure of the Company
to observe and perform its duties, obligations, covenants, and agreements to
service the Mortgage Loans in strict compliance with the terms of this
Agreement. The Company agrees to indemnify the Purchaser and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Purchaser may sustain in any way related to the breach of a
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement
or in any way related to the alleged breach of any representation or warranty in
Sections 3.01 or 3.02 of this Agreement related to compliance with all
applicable laws. The Company shall immediately notify the Purchaser if a claim
is made by a third party against Company with respect to this Agreement or the
Mortgage Loans, assume (with the consent of the Purchaser) the defense of any
such claim and pay all expenses in connection therewith, including counsel fees,
whether or not such claim is settled prior to judgment, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
the Purchaser in respect of such claim. The Company shall follow any written
instructions received from the Purchaser in connection with such claim. The
Purchaser shall promptly reimburse the Company for all amounts advanced by it
pursuant to the two preceding sentences except when the claim relates to the
failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation or
warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith
or willful misconduct of Company. The provisions of this Section 8.01 shall
survive termination of this Agreement.
Section 8.02 MERGER OR CONSOLIDATION OF THE COMPANY.
The Company will keep in full effect its existence, rights and
franchises as a corporation under the laws of the state of its incorporation
except as permitted herein, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Company shall be a party, or any Person succeeding to the business of the
Company whether or not related to loan servicing, shall be the successor of the
Company hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person shall
be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii)
the deposits of which are insured by the FDIC, SAIF and/or BIF, and which is a
HUD-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved
seller/servicer in good standing.
Section 8.03 LIMITATION ON LIABILITY OF THE COMPANY AND OTHERS.
Neither the Company nor any of the officers, employees or agents of the
Company shall be under any liability to the Purchaser for any action taken or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment made in good faith; provided, however, that
this provision shall not protect the Company or any such person against any
breach of warranties or representations made herein, or failure to perform its
obligations in strict compliance with any standard of care set forth in this
Agreement, or any liability which would otherwise be imposed by reason of
negligence, bad faith or willful misconduct, or any breach of the terms and
conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by the Purchaser respecting any matters arising
hereunder. The Company shall not be under any obligation to appear in, prosecute
or defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its reasonable
opinion may involve it in any expenses or liability; provided, however, that the
Company may, with the consent of the Purchaser, undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto. In such event, the reasonable legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities for which the Purchaser will be liable, and the
Company shall be entitled to be reimbursed therefor from the Purchaser upon
written demand.
Section 8.04 COMPANY NOT TO ASSIGN OR RESIGN.
The Company shall not assign this Agreement or resign from the
obligations and duties hereby imposed on it except by mutual consent of the
Company and the Purchaser or upon the determination that its duties hereunder
are no longer permissible under applicable law and such incapacity cannot be
cured by the Company. Any such determination permitting the resignation of the
Company shall be evidenced by an Opinion of Counsel to such effect delivered to
the Purchaser which Opinion of Counsel shall be in form and substance acceptable
to the Purchaser. No such resignation shall become effective until a successor
shall have assumed the Company's responsibilities and obligations hereunder in
the manner provided in Section 11.01.
Section 8.05 NO TRANSFER OF SERVICING.
With respect to the retention of the Company to service the Mortgage
Loans hereunder, the Company acknowledges that the Purchaser has acted in
reliance upon the Company's independent status, the adequacy of its servicing
facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this
Agreement or the servicing hereunder or delegate its rights or duties hereunder
or any portion thereof, or sell or otherwise dispose of all or substantially all
of its property or assets, without the prior written approval of the Purchaser,
which consent shall be granted or withheld in the Purchaser's sole discretion,
but if the purchaser of the Company's assetshas the qualifications set forth in
Section 8.02, then the Purchaser will not unreasonably withhold consent.
Without in any way limiting the generality of this Section 8.05, in the
event that the Company either shall assign this Agreement or the servicing
responsibilities hereunder or delegate its duties hereunder or any portion
thereof without (i) satisfying the requirements set forth herein or (ii) the
prior written consent of the Purchaser, then the Purchaser shall have the right
to terminate this Agreement, without any payment of any penalty or damages and
without any liability whatsoever to the Company (other than with respect to
accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or
any third party.
ARTICLE IX
DEFAULT
Section 9.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Company
shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in
any material respect any other of the covenants or agreements on the part of the
Company set forth in this Agreement which continues unremedied for a period of
thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by the
Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Company and such
decree or order shall have remained in force undischarged or unstayed for a
period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, bankruptcy, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Company or of or relating to all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a
mortgage loan seller or servicer for more than thirty days; or
(vii) the Company attempts to assign its right to servicing compensation
hereunder or the Company attempts, without the consent of the Purchaser, to sell
or otherwise dispose of all or substantially all of its property or assets or to
assign this Agreement or the servicing responsibilities hereunder or to delegate
its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien
residential mortgage loans in any jurisdiction in which a Mortgaged Property is
located and such licensing is required, and (b) qualified to transact business
in any jurisdiction where it is currently so qualified, but only to the extent
such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the
last sentence of Section 8.02.
Then, and in each and every such case, so long as an Event of Default
shall not have been remedied, the Purchaser, by notice in writing to the Company
(except in the case of an Event of Default under clauses (iii), (iv) or (v)
above, in which case, automatically and without notice) Company may, in addition
to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at
law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Company under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same. On or after the receipt by the Company of
such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all
authority and power of the Company under this Agreement, whether with respect to
the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from the Purchaser,
the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise, at the Company's sole expense. The Company agrees to cooperate with
the Purchaser and such successor in effecting the termination of the Company's
responsibilities and rights hereunder, including, without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to the Custodial Account or Escrow
Account or thereafter received with respect to the Mortgage Loans or any REO
Property.
Section 9.02 WAIVER OF DEFAULTS.
The Purchaser may waive only by written notice any default by the
Company in the performance of its obligations hereunder and its consequences.
Upon any such waiver of a past default, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent
expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01 TERMINATION.
The respective obligations and responsibilities of the Company shall
terminate upon: (i) the later of the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and the disposition of
all remaining REO Property and the remittance of all funds due hereunder; or
(ii) by mutual consent of the Company and the Purchaser in writing; or (iii)
termination with cause under the terms of this Agreement. Termination of the
Agreement pursuant to Section 10.01 (iii) shall void Purchaser's obligation to
purchase Mortgage Loans for which Purchaser has issued a Confirmation,
commitment confirmation or a substantially similar commitment to purchase
Mortgage Loans.
Section 10.02 TERMINATION WITHOUT CAUSE.
The Purchaser may, at its sole option, terminate any rights the Company
may have hereunder, without cause, upon no less than 90 days written notice. Any
such notice of termination shall be in writing and delivered to the Company as
provided in Section 11.05 of this Agreement. In the event that the Company is
terminated pursuant to this Section 10.02 without cause, the Purchaser shall
solicit, by public announcement, bids from three organizations reasonably
acceptable to the Purchaser for the purchase of the servicing functions.
Following receipt of such bids, the Purchaser shall either (a) negotiate and
effect the transfer, sale and assignment of the Agreement to the party
submitting the highest satisfactory bid, which purchase price shall be paid to
the Company upon transfer of the servicing rights and obligations under this
Agreement to the Company's successor, or (b) pay to the Company a termination
fee equal to the amount of the party submitting the highest satisfactory bid.
Notwithstanding anything herein to the contrary, the Purchaser shall deduct all
costs and expenses of any public announcement and any other expenses relating to
the sale, transfer and assignment of this Agreement from the sum payable to
Company pursuant to the previous sentence.
Section 10.03 SURVIVAL.
Termination of this Agreement under Section 10.01 or Section 10.02 shall
not affect any of the Company's obligations regarding repurchase,
indemnification or otherwise, all of which shall survive such termination and
remain in full force and effect.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 SUCCESSOR TO THE COMPANY.
Prior to termination of Company's responsibilities and duties under this
Agreement pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the
Purchaser shall (i) succeed to and assume all of the Company's responsibilities,
rights, duties and obligations under this Agreement, or (ii) appoint a successor
having the characteristics set forth in Section 8.02 hereof and which shall
succeed to all rights and assume all of the responsibilities, duties and
liabilities of the Company under this Agreement prior to the termination of
Company's responsibilities, duties and liabilities under this Agreement. In
connection with such appointment and assumption, the Purchaser may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as the Purchaser and such successor shall agree. In the event that the
Company's duties, responsibilities and liabilities under this Agreement should
be terminated pursuant to the aforementioned Sections, the Company shall
discharge such duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective date thereof with the
same degree of diligence and prudence which it is obligated to exercise under
this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or
removal of Company pursuant to the aforementioned Sections shall not become
effective until a successor shall be appointed pursuant to this Section and
shall in no event relieve the Company of the representations and warranties made
pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the
Purchaser thereunder and under Section 8.01, it being understood and agreed that
the provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to
the Company notwithstanding any such resignation or termination of the Company,
or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Company and to the Purchaser an instrument accepting such
appointment, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to
Section 4.13, 8.04, 9.01 or 10.01 shall not affect any claims that the Purchaser
may have against the Company arising prior to any such termination or
resignation.
The Company shall promptly deliver to the successor the funds in the
Custodial Account and the Escrow Account and the Mortgage Files and related
documents and statements held by it hereunder and the Company shall account for
all funds. The Company shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest
and confirm in the successor all such rights, powers, duties, responsibilities,
obligations and liabilities of the Company. The successor shall make
arrangements as it may deem appropriate to reimburse the Company for unrecovered
Servicing Advances which the successor retains hereunder and which would
otherwise have been recovered by the Company pursuant to this Agreement but for
the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall
notify by mail the Purchaser of such appointment.
Section 11.02 AMENDMENT.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 11.03 RECORDATION OF AGREEMENT.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Company at
the Company's expense on direction of the Purchaser accompanied by an opinion of
counsel to the effect that such recordation materially and beneficially affects
the interest of the Purchaser or is necessary for the administration or
servicing of the Mortgage Loans.
Section 11.04 GOVERNING LAW.
This Agreement and the related Term Sheet shall be governed by and
construed in accordance with the laws of the State of New York except to the
extent preempted by Federal law. The obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
Section 11.05 NOTICES.
Any demands, notices or other communications permitted or required
hereunder shall be in writing and shall be deemed conclusively to have been
given if personally delivered at or mailed by registered mail, postage prepaid,
and return receipt requested or certified mail, return receipt requested, or
transmitted by telex, telegraph or telecopier and confirmed by a similar mailed
writing, as follows:
(i) if to the Company:
Michael T. Stilb / Senior Vice President
2929 Walden Avenue
Depew, New York 14043
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York 10179
Attention: Mary Haggerty
Telecopier No.: (212) 272-5591
or such other address as may hereafter be furnished to the other party by like
notice. Any such demand, notice or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).
Section 11.06 SEVERABILITY OF PROVISIONS.
Any part, provision, representation or warranty of this Agreement and
the related Term Sheet which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law that prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in good
faith, to develop a structure the economic effect of which is nearly as possible
the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 EXHIBITS.
The exhibits to this Agreement are hereby incorporated and made a part
hereof and are an integral part of this Agreement.
Section 11.08 GENERAL INTERPRETIVE PRINCIPLES.
For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to
them in this Agreement and include the plural as well as the singular, and the
use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections",
"Paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions of
this Agreement;
(iv) a reference to a Subsection without further reference to a Section
is a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision;
(vi) the term "include" or "including" shall mean without limitation by
reason of enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for
reference purposes only and shall not be deemed to have any substantive effect.
Section 11.09 REPRODUCTION OF DOCUMENTS.
This Agreement and all documents relating thereto, including, without
limitation, (i) consents, waivers and modifications which may hereafter be
executed, (ii) documents received by any party at the closing, and (iii)
financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
Section 11.10 CONFIDENTIALITY OF INFORMATION.
Each party recognizes that, in connection with this Agreement, it may
become privy to non-public information regarding the financial condition,
operations and prospects of the other party. Each party agrees to keep all
non-public information regarding the other party strictly confidential, and to
use all such information solely in order to effectuate the purpose of the
Agreement, provided that each party may provide confidential information to its
employees, agents and affiliates who have a need to know such information in
order to effectuate the transaction, provided further that such information is
identified as confidential non-public information. In addition, confidential
information may be provided to a regulatory authority with supervisory power
over Purchaser, provided such information is identified as confidential
non-public information.
The Company agrees that the Company (i) shall comply with any applicable
laws and regulations regarding the privacy and security of Consumer Information
including, but not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A,
15 U.S.C. ss. 6801 et seq., (ii) shall not use Consumer Information in any
manner inconsistent with any applicable laws and regulations regarding the
privacy and security of Consumer Information, (iii) shall not disclose Consumer
Information to third parties except at the specific written direction of the
Purchaser, (iv) shall maintain adequate physical, technical and administrative
safeguards to protect Consumer Information from unauthorized access as provided
by the applicable laws and regulations, and (v) shall immediately notify the
Purchaser of any actual or suspected breach of the confidentiality of Consumer
Information that would have a material and adverse effect on the Purchaser.
The Company agrees that the Company shall indemnify, defend and hold the
Purchaser harmless from and against any loss, claim or liability the Purchaser
may suffer by reason of the Company's failure to perform the obligations set
forth in this Section 11.10.
Section 11.11 RECORDATION OF ASSIGNMENTS OF MORTGAGE.
To the extent permitted by applicable law, each of the Assignments is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by and at
the Company's expense in the event recordation is either necessary under
applicable law or requested by the Purchaser at its sole option.
Section 11.12 ASSIGNMENT.
The Purchaser shall have the right, without the consent of the Company,
to assign, in whole or in part, its interest under this Agreement with respect
to some or all of the Mortgage Loans, and designate any person to exercise any
rights of the Purchaser hereunder, by executing an Assignment and Assumption
Agreement substantially in the form of Exhibit D hereto and the assignee or
designee shall accede to the rights and obligations hereunder of the Purchaser
with respect to such Mortgage Loans. In no event shall Purchaser sell a partial
interest in any Mortgage Loan without the written consent of Company, which
consent shall not be unreasonably denied. All references to the Purchaser in
this Agreement shall be deemed to include its assignee or designee. The Company
shall have the right, only with the consent of the Purchaser or otherwise in
accordance with this Agreement, to assign, in whole or in part, its interest
under this Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 NO PARTNERSHIP.
Nothing herein contained shall be deemed or construed to create a
co-partnership or joint venture between the parties hereto and the services of
the Company shall be rendered as an independent contractor and not as agent for
Purchaser.
Section 11.14 SIGNATURE PAGES/COUNTERPARTS; SUCCESSORS AND ASSIGNS.
This Agreement and/or any Term Sheet shall be executed by each party (i)
in one or more fully executed copies, each of which shall constitute a fully
executed original Agreement, and/or (ii) in counterparts having one or more
original signatures, and all such counterparts containing the original
signatures of all of the parties hereto taken together shall constitute a fully
executed original Agreement or Term Sheet, as applicable, and/or (iii) by
delivery of one or more original signed signature pages to the other parties
hereto (x) by mail or courier, and/or (y) by electronic transmission, including
without limitation by telecopier, facsimile or email of a scanned image
("Electronic Transmission"), each of which as received shall constitute for all
purposes an executed original signature page of such party. The Purchaser may
deliver a copy of this Agreement and/or any Term Sheet, fully executed as
provided herein, to each other party hereto by mail and/or courier and/or
Electronic Transmission, and such copy as so delivered shall constitute a fully
executed original Agreement or Term Sheet, as applicable, superseding any prior
form of the Agreement or Term Sheet, as applicable, that differs therefrom in
any respect. This Agreement shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successor and assigns.
Section 11.15 ENTIRE AGREEMENT.
The Company acknowledges that no representations, agreements or promises
were made to the Company by the Purchaser or any of its employees other than
those representations, agreements or promises specifically contained herein and
in the Confirmation. The Confirmation and this Agreement and the related Term
Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon
all successors of both parties. In the event of any inconsistency between the
Confirmation and this Agreement, this Agreement and the related Term Sheet shall
control.
Section 11.16. NO SOLICITATION.
From and after the Closing Date, the Company agrees that it will not
take any action or permit or cause any action to be taken by any of its agents
or affiliates, to personally, by telephone or mail, solicit the borrower or
obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in
part, without the prior written consent of the Purchaser. Notwithstanding the
foregoing, it is understood and agreed that (i) promotions undertaken by the
Company or any affiliate of the Company which are directed to the general public
at large, or segments thereof, provided that no segment shall consist primarily
of the Mortgage Loans, including, without limitation, mass mailing based on
commercially acquired mailing lists, newspaper, radio and television
advertisements and (ii) responses to unsolicited requests or inquiries made by a
Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under
this Section 11.16. This Section 11.16 shall not be deemed to preclude the
Company or any of its affiliates from soliciting any Mortgagor for any other
financial products or services. The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate
of the Company.
Section 11.17. CLOSING.
The closing for the purchase and sale of the Mortgage Loans shall take
place on the related Closing Date. The closing shall be either: by telephone,
confirmed by letter or wire as the parties shall agree, or conducted in person,
at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the related
Closing Date shall be subject to each of the following conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the
Company shall deliver to the Purchaser a magnetic diskette, or transmit by
modem, a listing on a loan-level basis of the information contained in the
related Mortgage Loan Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this
Agreement shall be materially true and correct as of the related Closing Date
and no event shall have occurred which, with notice or the passage of time,
would constitute a material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys
shall have received in escrow, all documents required pursuant to this
Agreement, the related Term Sheet, an opinion of counsel and an officer's
certificate, all in such forms as are agreed upon and acceptable to the
Purchaser, duly executed by all signatories other than the Purchaser as required
pursuant to the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or
its designee) on or prior to the related Closing Date all documents required
pursuant to the terms of this Agreement and the related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term
Sheet and the Confirmation shall have been materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the
Company on the related Closing Date the Purchase Price, plus accrued interest
pursuant to Section 2.02 of this Agreement, by wire transfer of immediately
available funds to the account designated by the Company.
Section 11.18.COOPERATION OF COMPANY WITH A RECONSTITUTION.
The Company and the Purchaser agree that with respect to some or all of
the Mortgage Loans, on or after the related Closing Date, on one or more dates
(each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans
then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan
transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or
more pass-through transfers (each, a "Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among
the Purchaser, the Company, and any servicer in connection with a Whole Loan
Transfer, an Assignment, Assumption and Recognition Agreement substantially in
the form of Exhibit D hereto, or, at Purchaser's request, a seller's warranties
and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in
connection with a Pass-Through Transfer, a pooling and servicing agreement in
form and substance reasonably acceptable to the parties, (collectively the
agreements referred to herein are designated, the "Reconstitution Agreements").
It is understood that any such Reconstitution Agreements will not contain any
greater obligations on the part of Company than are contained in this Agreement.
Notwithstanding anything to the contrary in this Section 11.18, the Company
agrees that it is required to perform the obligations described in Exhibit K
hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer
entered into by the Purchaser, the Company agrees (1) to cooperate fully with
the Purchaser and any prospective purchaser with respect to all reasonable
requests and due diligence procedures; (2) to execute, deliver and perform all
Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement
or closing date in connection with such Reconstitution (each, a "Reconstitution
Date"). In that connection, the Company shall provide to such servicer or
issuer, as the case may be, and any other participants in such Reconstitution:
(i) any and all information (including servicing portfolio information) and
appropriate verification of information (including servicing portfolio
information) which may be reasonably available to the Company, whether through
letters of its auditors and counsel or otherwise, as the Purchaser or any such
other participant shall request upon reasonable demand; and (ii) such additional
representations, warranties, covenants, opinions of counsel, letters from
auditors, and certificates of public officials or officers of the Company as are
reasonably agreed upon by the Company and the Purchaser or any such other
participant. In connection with each Pass-Through Transfer, the Company agrees
to provide reasonable and customary indemnification to the Purchaser and its
affilates for disclosure contained in any offering document relating to the
Company or its affilates, the Mortgage Loans and the underwriting standards of
the Mortgage Loans. The Purchaser shall be responsible for the costs relating to
the delivery of such information.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution
shall remain subject to, and serviced in accordance with the terms of, this
Agreement and the related Term Sheet, and with respect thereto this Agreement
and the related Term Sheet shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
HSBC MORTGAGE CORPORATION (USA)
Company
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each
of the following items, which shall be available for inspection by the
Purchaser, and which shall be retained by the Company in the Servicing File or
delivered to the Purchaser or its designee pursuant to Sections 2.04 and 2.05 of
the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of
____________________________________________________, without recourse," and
signed via original signature in the name of the Company by an authorized
officer, with all intervening endorsements showing a complete chain of title
from the originator to the Company, together with any applicable riders. In no
event may an endorsement be a facsimile endorsement. If the Mortgage Loan was
acquired by the Company in a merger, the endorsement must be by "[Company],
successor by merger to the [name of predecessor]". If the Mortgage Loan was
acquired or originated by the Company while doing business under another name,
the endorsement must be by "[Company] formerly known as [previous name]".
Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser
acceptability.
2. Except as provided below and for each Mortgage Loan that is not a
MERS Mortgage Loan, the original Mortgage (together with a standard adjustable
rate mortgage rider) with evidence of recording thereon, or a copy thereof
certified by the public recording office in which such mortgage has been
recorded or, if the original Mortgage has not been returned from the applicable
public recording office, a true certified copy, certified by the Company. With
respect to each MERS Mortgage Loan, the original Mortgage, noting the presence
of the MIN of the Mortgage Loans and either language indicating that the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at
origination, the original Mortgage and the assignment thereof to MERS, with
evidence of recording indicated thereon, or a copy of the Mortgage certified by
the public recording office in which such Mortgage has been recorded.
3. The original or certified copy, certified by the Company, of the
Primary Mortgage Insurance Policy, if required.
4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan,
the original Assignment, from the Company to
_____________________________________, or in accordance with Purchaser's
instructions, which assignment shall, but for any blanks requested by Purchaser,
be in form and substance acceptable for recording. If the Mortgage Loan was
acquired or originated by the Company while doing business under another name,
the Assignment must be by "[Company] formerly known as [previous name]". If the
Mortgage Loan was acquired by the Company in a merger, the endorsement must be
by "[Company], successor by merger to the [name of predecessor]". None of the
Assignments are blanket assignments of mortgage.
5. The original policy of title insurance, including riders and
endorsements thereto, or if the policy has not yet been issued, a written
commitment or interim binder or preliminary report of title issued by the title
insurance or escrow company.
6. In the case of each Mortgage Loan that is not a MERS Mortgage Loan,
originals of all recorded intervening Assignments, or copies thereof, certified
by the public recording office in which such Assignments have been recorded
showing a complete chain of title from the originator to the Company, with
evidence of recording thereon, or a copy thereof certified by the public
recording office in which such Assignment has been recorded or, if the original
Assignment has not been returned from the applicable public recording office, a
true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording office
in which such documents have been recorded, of each assumption, extension,
modification, written assurance or substitution agreements, if applicable, or if
the original of such document has not been returned from the applicable public
recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or
instrument relating to the Mortgage Loan has been signed by a person on behalf
of the Mortgagor, the original or copy of power of attorney or other instrument
that authorized and empowered such person to sign bearing evidence that such
instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the
public recording office in which such instrument has been recorded or, if the
original instrument has not been returned from the applicable public recording
office, a true certified copy, certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other
truth-in-lending or real estate settlement procedure forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008)
or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the
Mortgage Note.
17. Verification of employment and income except for Mortgage Loans
originated under a limited documentation program, all in accordance with
Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down
payment, in accordance with Company's underwriting guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water
portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent
executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one
certificate for all of the Mortgage Loans indicating that the documents were
delivered for recording.
(B) With respect to each Co-op Loan, as applicable and as required by
the applicable laws of the state in which the related Cooperative apartment is
located, copies of: (A) the proprietary lease, (B) the security agreement, (C)
the assignment of the proprietary lease, with all intervening assignments
showing a complete chain of title and an assignment thereof by such Seller, (D)
the original stock certificate evidencing the ownership of the Cooperative
apartment endorsed or accompanied by a stock power relating to such stock
certificate executed in blank, (E) a recognition agreement in form approved by
Seller's underwriting guidelines, in substantially the same form as the standard
"AZTECH" form, (F) copies of the financing statement filed by the applicable
Company as secured party and, if applicable, a filed UCC-3 assignment of the
subject security interest showing a complete chain of title, together with an
executed UCC-3 Assignment of such security interest by the Company in a form
sufficient for filing, and (G) such other documents as are necessary for the
perfection of a lien against the related Co-op Loan ownership interests under
applicable law.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement,
dated as of May 1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"), we
hereby authorize and request you to establish an account, as a Custodial Account
pursuant to Section 4.04 of the Agreement, to be designated as
"[______________________________________], in trust for the [Purchaser], Owner
of Adjustable Rate Mortgage Loans". All deposits in the account shall be subject
to withdrawal therefrom by order signed by the Company. This letter is submitted
to you in duplicate. Please execute and return one original to us.
[_________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above
described account has been established under Account Number [__________], at the
office of the depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance
Fund or will be invested in Permitted Investments as defined in the Agreement.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement,
dated as of May 1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"), we
hereby authorize and request you to establish an account, as an Escrow Account
pursuant to Section 4.06 of the Agreement, to be designated as
"[__________________________], in trust for the [Purchaser], Owner of Adjustable
Rate Mortgage Loans, and various Mortgagors." All deposits in the account shall
be subject to withdrawal therefrom by order signed by the Company. This letter
is submitted to you in duplicate. Please execute and return one original to us.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above
described account has been established under Account Number __________, at the
office of the depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance
Fund or will be invested in Permitted Investments as defined in the Agreement.
[_______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement
(this "PAAR Agreement") made as of __________, 200__, among EMC Mortgage
Corporation (the "Assignor"), ___________________ (the "Assignee"), and HSBC
Mortgage Corporation (USA) (the "Company").
In consideration of the mutual promises contained herein the parties
hereto agree that the residential mortgage loans (the "Assigned Loans") listed
on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by
Company for Assignor and its successors and assigns pursuant to the Purchase,
Warranties and Servicing Agreement, dated as of May 1, 2002, between Assignor
and Company (the "Purchase Agreement") shall be subject to the terms of this
PAAR Agreement. Capitalized terms used herein but not defined shall have the
meanings ascribed to them in the Purchase Agreement.
PURCHASE, ASSIGNMENT AND ASSUMPTION
1. Assignor hereby grants, transfers and assigns to Assignee all of the
right, title and interest of Assignor in the Assigned Loans and, as they relate
to the Assigned Loans, all of its right, title and interest in, to and under the
Purchase Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to
Assignor the "Funding Amount" as set forth in that certain letter agreement,
dated as of _________ ____, between Assignee and Assignor (the "Confirmation")
and (ii) Assignor, at its expense, shall have caused to be delivered to Assignee
or its designee the Mortgage File for each Assigned Loan in Assignor's or its
custodian's possession, as set forth in the Purchase Agreement, along with, for
each Assigned Loan, an endorsement of the Mortgage Note from the applicable
Company, in blank, and an assignment of mortgage in recordable form from the
applicable Company, in blank. Assignee shall pay the Funding Amount by wire
transfer of immediately available funds to the account specified by Assignor.
Assignee shall be entitled to all scheduled payments due on the Assigned Loans
after ___________, 200__ and all unscheduled payments or other proceeds or other
recoveries on the Assigned Loans received on and after _____________, 200__.
REPRESENTATIONS, WARRANTIES AND COVENANTS
3. Assignor warrants and represents to Assignee and Company as of the
date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the
Purchase Agreement, which agreement is in full force and effect as of the date
hereof and the provisions of which have not been waived, amended or modified in
any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right
to transfer the Assigned Loans and any and all of its interests, rights and
obligations under the Purchase Agreement as they relate to the Assigned Loans,
free and clear from any and all claims and encumbrances; and upon the transfer
of the Assigned Loans to Assignee as contemplated herein, Assignee shall have
good title to each and every Assigned Loan, as well as any and all of Assignee's
interests, rights and obligations under the Purchase Agreement as they relate to
the Assigned Loans, free and clear of any and all liens, claims and
encumbrances;
(c) There are no offsets, counterclaims or other defenses available to
Company with respect to the Assigned Loans or the Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any
waivers under, or any modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all requisite
power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver
and perform its obligations under this PAAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this PAAR Agreement is in the ordinary course of Assignor's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignor is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignor or its property is subject. The execution,
delivery and performance by Assignor of this PAAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of Assignor. This PAAR Agreement has been
duly executed and delivered by Assignor and, upon the due authorization,
execution and delivery by Assignee and Company, will constitute the valid and
legally binding obligation of Assignor enforceable against Assignor in
accordance with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in
equity or at law;
(g) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignor in connection with the execution, delivery or performance by
Assignor of this PAAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Assigned Loans or any
interest in the Assigned Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans or otherwise approached or negotiated with respect to the
Assigned Loans, or any interest in the Assigned Loans with any Person in any
manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended
(the "1933 Act") or which would render the disposition of the Assigned Loans a
violation of Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with,
Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and has all requisite
power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver
and perform its obligations under this PAAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this PAAR Agreement is in the ordinary course of Assignee's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignee is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignee or its property is subject. The execution,
delivery and performance by Assignee of this PAAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of Assignee. This PAAR Agreement has been
duly executed and delivered by Assignee and, upon the due authorization,
execution and delivery by Assignor and Company, will constitute the valid and
legally binding obligation of Assignee enforceable against Assignee in
accordance with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in
equity or at law;
(c) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignee in connection with the execution, delivery or performance by
Assignee of this PAAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms,
covenants and conditions of the Purchase Agreement with respect to the Assigned
Loans, and from and after the date hereof, Assignee assumes for the benefit of
each of Assignor and Company all of Assignor's obligations as "Purchaser"
thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and
Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the
Purchase Agreement, which agreement is in full force and effect as of the date
hereof and the provisions of which have not been waived, amended or modified in
any respect, nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all requisite
power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Purchase Agreement;
(c) Company has full corporate power and authority to execute, deliver
and perform its obligations under this PAAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this PAAR Agreement is in the ordinary course of Company's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Company is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of Company. This PAAR Agreement has been duly
executed and delivered by Company, and, upon the due authorization, execution
and delivery by Assignor and Assignee, will constitute the valid and legally
binding obligation of Company, enforceable against Company in accordance with
its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignee in connection with the execution, delivery or performance by
Company of this PAAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(e) No event has occurred from the Closing Date to the date hereof which
would render the representations and warranties as to the related Assigned Loans
made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be
untrue in any material respect.
RECOGNITION OF ASSIGNEE
6. From and after the date hereof, Company shall recognize Assignee as
owner of the Assigned Loans and will service the Assigned Loans in accordance
with the Purchase Agreement. It is the intention of Assignor, Company and
Assignee that this PAAR Agreement shall be binding upon and for the benefit of
the respective successors and assigns of the parties hereto. Neither Company nor
Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any
of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Assigned
Loans without the prior written consent of Assignee.
MISCELLANEOUS
7. All demands, notices and communications related to the Assigned
Loans, the Purchase Agreement and this PAAR Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, as follows:
(a) In the case of Company:
HSBC MORTGAGE CORPORATION (USA)
Lori Miller / Senior Vice President
2929 Walden Avenue
Depew, New York 14043
With a copy to:
(b) In the case of Assignor:
[Name and address]
(c) In the case of Assignee:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York 10179
Attention: ___________
Telecopier No.: (212) 272-____
8. Each party will pay any commissions it has incurred and the fees of
its attorneys in connection with the negotiations for, documenting of and
closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
10. No term or provision of this PAAR Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which Assignor, Assignee or
Company may be merged or consolidated shall, without the requirement for any
further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned
Loans, the assignment of the Purchase Agreement to the extent of the Assigned
Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts
with any provision of the Purchase Agreement with respect to the Assigned Loans,
the terms of this PAAR Agreement shall control. In the event that any provision
of this PAAR Agreement conflicts with any provision of the Confirmation with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
[MODIFICATION OF PURCHASE AGREEMENT
15. The Company and Assignor hereby amend the Purchase Agreement as
follows:
(a) The following definitions are added to Section 1.01 of the Purchase
Agreement:
SECURITIES ADMINISTRATOR: ________________________
SUPPLEMENTAL PMI INSURER: ________________________
SUPPLEMENTAL PMI POLICY: The primary guarantee insurance policy of the
Supplemental PMI Insurer attached hereto as Exhibit J, or any successor
Supplemental PMI Policy given to the Servicer by the Assignee.
TRUSTEE: ________________________
(b) The following definition is amended and restated:
INSURANCE PROCEEDS: Proceeds of any Primary Mortgage Insurance Policy,
the Supplemental PMI Policy, any title policy, any hazard insurance
policy or any other insurance policy covering a Mortgage Loan or other
related Mortgaged Property, including any amounts required to be
deposited in the Custodial Account pursuant to Section 4.04, to the
extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance
with Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of
Section 4.08:
"In connection with its activities as servicer, the Company agrees to
prepare and present, on behalf of itself and the Purchaser, claims to the
Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in
this regard, to take such action as shall be necessary to permit recovery under
any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI
Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall
provide to the Supplemental PMI Insurer any required information regarding the
Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly
basis via computer tape, or other mutually acceptable format, the unpaid
principal balance, insurer certificate number, lender loan number, and premium
due the Supplemental PMI Insurer for each Mortgage Loan covered by the
Supplemental PMI Policy. In addition, the Company agrees to forward to the
Purchaser and the [Securities Administrator] any statements or other reports
given by the Supplemental PMI Insurer to the Servicer in connection with a claim
under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a
mortgage loan seller or servicer for more than thirty days, or the Company fails
to meet the servicer eligibility requirements of the Supplemental PMI Insurer;
or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement
as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
------------------------------------
Assignee
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
HSBC MORTGAGE CORPORATION (USA)
Company
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ATTACHMENT 1
ASSIGNED LOAN SCHEDULE
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EXHIBIT E
FORM OF TRIAL BALANCE
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement")
between the Company and the Purchaser, the undersigned hereby certifies that he
or she is an officer of the Company requesting release of the documents for the
reason specified below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full
or that the Company has been notified that payment in full has been or will be
escrowed. The Company hereby certifies that all amounts with respect to this
loan which are required under the Agreement have been or will be deposited in
the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the
Agreement. The Company hereby certifies that the repurchase price has been
credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original
documents are required to proceed with the foreclosure action. The Company
hereby certifies that the documents will be returned to the Purchaser in the
event of reinstatement.
_____ Other (explain)
---------------------------------------------------
---------------------------------------------------
All capitalized terms used herein and not defined shall have the meanings
assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the
Agreement, please release to the Company all original mortgage documents in your
possession relating to this loan.
Dated:
---------------
By:
------------------------------------
Signature
------------------------------------
Title
Send documents to: __________________________________________________________
___________________________________________________
___________________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously
released on the above captioned mortgage loan have been returned and received by
the Purchaser.
Dated:________________
By:
--------------------------------
Signature
--------------------------------
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between HSBC
Mortgage Corporation (USA), a Delaware corporation, located at 2929 Walden
Avenue, Depew, New York 14043 (the "Company") and EMC Mortgage Corporation, a
Delaware corporation, located at Mac Arthur Ridge II, 909 Hidden Ridge Drive,
Suite 200, Irving, Texas 75038 (the "Purchaser") is made pursuant to the terms
and conditions of that certain Purchase, Warranties and Servicing Agreement (the
"Agreement") dated as of May 1, 2002, between the Company and the Purchaser, the
provisions of which are incorporated herein as if set forth in full herein, as
such terms and conditions may be modified or supplemented hereby. All initially
capitalized terms used herein unless otherwise defined shall have the meanings
ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby
sells to the Purchaser, all of the Company's right, title and interest in and to
the Mortgage Loans described on the Mortgage Loan Schedule annexed hereto as
SCHEDULE I, pursuant to and in accordance with the terms and conditions set
forth in the Agreement, as same may be supplemented or modified hereby.
Hereinafter, the Company shall service the Mortgage Loans for the benefit of the
Purchaser and all subsequent transferees of the Mortgage Loans pursuant to and
in accordance with the terms and conditions set forth in the Agreement.
1. DEFINITIONS
For purposes of the Mortgage Loans to be sold pursuant to this Term
Sheet, the following terms shall have the following meanings:
Aggregate Principal Balance
(AS OF THE CUT-OFF DATE):
CLOSING DATE:
CUSTODIAN:
CUT-OFF DATE:
Initial Weighted Average
MORTGAGE LOAN REMITTANCE RATE:
PURCHASE PRICE PERCENTAGE:
SERVICING FEE RATE:
Except as modified herein, Section 8.01 of the Agreement shall remain in
full force and effect as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to
be signed hereto by their respective duly authorized officers as of the date
first above written.
HSBC MORTGAGE CORPORATION (USA)
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
EMC MORTGAGE CORPORATION
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
SCHEDULE I
MORTGAGE LOAN SCHEDULE
EXHIBIT J
[RESERVED]
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service into a
securitization; (ii) service on a "Scheduled/Scheduled" reporting basis
(advancing through the liquidation of an REO Property), (iii) make
compensating interest payments on payoffs and curtailments and (iv)
remit and report to a master servicer in format acceptable to such
master servicer by the 18th calendar day of each month, unless otherwise
provided in the securitization documents.
o The Company shall provide an acceptable annual certification (officer's
certificate) to the master servicer (as required by the Sarbanes-Oxley
Act of 2002) as well as any other annual certifications required under
the securitization documents (i.e. the annual statement as to
compliance/annual independent certified public accountants' servicing
report due by March 15 of each year).
o The Company shall allow for the Purchaser, the master servicer or their
designee to perform a review of audited financials and net worth of the
Company.
o The Company shall provide a Uniform Single Attestation Program
certificate and Management Assertion as requested by the master servicer
or the Purchaser.
o The Company shall provide information on each Custodial Account as
requested by the master servicer or the Purchaser, and each Custodial
Accounts shall comply with the requirements for such accounts as set
forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the
requirements of the master servicer.
EXECUTION
AMENDMENT REG AB
TO THE SELLER'S WARRANTIES AND SERVICING AGREEMENT
This is Amendment Reg AB (the "AMENDMENT REG AB"), dated as of
November 7, 2005, by and between EMC Mortgage Corporation (the"PURCHASER"), and
HSBC Mortgage Corporation (USA) (the "COMPANY") to that certain Amended and
Restated Purchase, Warranties and Servicing Agreement, dated as of September 1,
2005 by and between the Company and the Purchaser, (as amended, modified or
supplemented, the "EXISTING AGREEMENT").
WITNESSETH
WHEREAS, the Company and the Purchaser have agreed, subject to
the terms and conditions of this Amendment Reg AB that the Existing Agreement be
amended to reflect certain agreed upon revisions to the terms of the Existing
Agreement.
Accordingly, the Company and the Purchaser hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Agreement is hereby amended as follows:
1. Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the Existing Agreement. The Existing Agreement is
hereby amended by adding the following definitions in their proper
alphabetical order:
COMMISSION: The United States Securities and Exchange Commission.
COMPANY INFORMATION: As defined in Section 2(g)(i)(A)(1).
DEPOSITOR: With respect to any Securitization Transaction, the
Person identified in writing to the Company by the Purchaser as
depositor for such Securitization Transaction.
EXCHANGE ACT. The Securities Exchange Act of 1934, as amended.
MASTER SERVICER: With respect to any Securitization Transaction,
the "master servicer," if an, identified in the related
transaction documents.
QUALIFIED CORRESPONDENT: Any Person from which the Company
purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant
to an agreement between the Company and such Person that
contemplated that such Person would underwrite mortgage loans
from time to time, for sale to the Company, in accordance with
underwriting guidelines designated by the Company ("Designated
Guidelines") or guidelines that do not vary materially from such
Designated Guidelines: (ii) such Mortgage Loans were in fact
underwritten as described in clause (i) above and were acquired
by the Company within 180 days after origination (except that 1%
of the Mortgage Loans in any securitization may be within 240
days); (iii) either (x) the Designated Guidelines were, at the
time such Mortgage Loans were originated, used by the Company in
the origination of mortgage loans of the same type as the
Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were
underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by
the Company; and (iv) the Company employed, at the time such
Mortgage Loans were acquired by the Company pre-purchase or
post-purchase quality assurance procedures (which may involve,
among other things, review of a sample of mortgage loans
purchased during a particular time period or through particular
channels) designed to ensure that Persons from which it purchased
mortgage loans properly applied the underwriting criteria
designated by the Company.
RECONSTITUTION: Any Securitization Transaction or Whole Loan
Transfer.
RECONSTITUTION AGREEMENT: An agreement or agreements entered into
by the Company and the Purchaser and/or certain third parties in
connection with a Reconstitution with respect to any or all of
the Mortgage Loans.
REGULATION AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may
be amended from time to time, and subject to such clarification
and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release
No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission
or its staff from time to time.
SECURITIES ACT: The federal Securities Act of 1933, as amended.
SECURITIZATION TRANSACTION: Any transaction involving either (1)
a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity (as defined in
Regulation AB) in connection with an issuance of publicly offered
or privately placed, rated or unrated mortgage-backed securities
or (2) an issuance of publicly offered or privately placed, rated
or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential
mortgage loans consisting, in whole or in part, of some or all of
the Mortgage Loans.
SERVICER: As defined in Section 2(f)(iii).
SERVICING CRITERIA: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to
time.
STATIC POOL INFORMATION: Information set forth in Item 1105(a)
and 1105(c) of Regulation AB.
SUBCONTRACTOR: Any vendor, subcontractor or other Person that is
not responsible for the overall servicing (as "servicing" is
commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans pursuant to a Reconstitution
Agreement but performs one or more discrete functions identified
in Item 1122(d) of Regulation AB with respect to Mortgage Loans
(serviced by the Company under a Reconstitution Agreement) under
the direction or authority of the Company or a Subservicer.
SUBSERVICER: Any Person that services Mortgage Loans on behalf of
the Company (as servicer under a Reconstitution Agreement) or any
Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a
substantial portion of the material servicing functions required
to be performed by the Company under this Agreement or any
Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
THIRD PARTY ORIGINATOR: Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the
Company.
WHOLE LOAN TRANSFER: Any sale or transfer of some or all of the
Mortgage Loans, other than a Securitization Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby
amended by adding the following provisions as an addendum:
(a) (i) The Company hereby represents to the Purchaser, to any Master
Servicer and to any Depositor, as of the date on which
information is first provided to the Purchaser, any Master
Servicer or any Depositor under Section 2(f) that, except as
disclosed in writing to the Purchaser, such Master Servicer or
such Depositor prior to such date: (i) the Company is not aware
and has not received notice that any default, early amortization
or other performance triggering event has occurred as to any
other securitization due to any act or failure to act of the
Company; (ii) the Company has not been terminated as servicer in
a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance
test or trigger; (iii) no material noncompliance with the
applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the
Company as servicer has been disclosed or reported by the
Company; (iv) no material changes to the Company's policies or
procedures with respect to the servicing function it will perform
under this Agreement and any Reconstitution Agreement for
mortgage loans of a type similar to the Mortgage Loans have
occurred during the three-year period immediately preceding the
related Securitization Transaction; (v) there are no aspects of
the Company's financial condition that could have a material
adverse effect on the performance by the Company of its servicing
obligations under this Agreement or any Reconstitution Agreement;
(vi) there are no material legal or governmental proceedings
pending (or known to be contemplated) against the Company, any
Subservicer or any Third-Party Originator of a type identified in
Item 1117 of Regulation AB; and (vii) there are no affiliations,
relationships or transactions relating to the Company, any
Subservicer or any Third-Party Originator with respect to any
Securitization Transaction and any party thereto identified by
the related Depositor of a type described in Item 1119 of
Regulation AB.
(ii) If so requested by the Purchaser, any Master Servicer or any
Depositor on any date following the date on which information is
first provided to the Purchaser, any Master Servicer or any
Depositor under Section 2(f), the Company shall within five
Business Days, following such request, to confirm in writing the
accuracy of the representations and warranties set forth in
paragraph (i) of this Section or, if any such representation and
warranty is not accurate as of the date of such request, provide
reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.
(b) The Company shall use its reasonable best efforts on or before
March 1, but in no event later than March 15, of each calendar
year, commencing in 2007, to deliver to the Purchaser, any Master
Servicer and any Depositor a statement of compliance addressed to
the Purchaser, and Master Servicer and such Depositor and signed
by an authorized officer of the Company, to the effect that (i) a
review of the Company's activities during the immediately
preceding calendar year (or applicable portion thereof) and of
its performance under this Agreement and any applicable
Reconstitution Agreement during such period has been made under
such officer's supervision, and (ii) to the best of such
officers' knowledge, based on such review, the Company has
fulfilled all of its obligations under this Agreement and any
applicable Reconstitution Agreement in all material respects
throughout such calendar year (or applicable portion thereof) or,
if there has been a failure to fulfill any such obligation in any
material respect, specifically identifying each such failure
known to such officer and the nature and the status thereof.
(c) (i) The Company shall use its reasonable best efforts on or
before March 1, but in no event later than March 15, of each
calendar year, commencing in 2007 to:
(A) Deliver to the Purchaser, any Master Servicer
and any Depositor a report (in form and substance
reasonably satisfactory to the Purchaser, such Master
Servicer and such Depositor) regarding the Company's
assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, as
required under Rules 13a-18 and 15d-18 of the Exchange Act
and Item 1122 of Regulation AB. Such report shall be
addressed to the Purchaser and such Depositor and signed
by an authorized officer of the Company, and shall address
each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit B
hereto delivered to the Purchaser at the time of any
Securitization Transaction;
(B) deliver to the Purchaser, any Master Servicer
and any Depositor a report of a registered public
accounting firm reasonably acceptable to the Purchaser,
such Master Servicer and such Depositor that attests to,
and reports on, the assessment of compliance made by the
Company and delivered pursuant to the preceding paragraph.
Such attestation shall be in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
(C) cause each Subservicer and each Subcontractor
determined by the Company pursuant to Section 2(e)(ii) to
be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB (each, a
"Participating Entity"), to deliver to the Purchaser, and
Master Servicer and any Depositor an assessment of
compliance and accountants' attestation as and when
provided in paragraphs (i) and (ii) of this Section 2(c);
and
(D) deliver and cause each Subservicer and
Subcontractor described in clause (c) to provide , to the
Purchaser, and Master Servicer, any Depositor and any
other Person that will be responsible for signing the
certification (a "Sarbanes Certification") required by
Rules 13a-14(d) and 15d-14(d) under the Exchange Act
(pursuant to Section 302 of the Sarbanes-Oxley Act of
2002) on behalf of an asset-backed issuer with respect to
a Securitization Transaction a certification signed by the
appropriate officer of the company in the form attached
hereto as Exhibit A.
The Company acknowledges that the parties identified in
clause (i)(D) above may rely on the certification provided by the
Company pursuant to such clause in signing a Sarbanes
Certification and filing such with the Commission.
(ii) Each assessment of compliance provided by a
Subservicer pursuant to Section 2(c)(i)(A) shall address each of
the Servicing Criteria specified on a certification substantially
in the form of Exhibit B hereto delivered to the Purchaser
concurrently with the execution of this Agreement or, in the case
of a Subservicer subsequently appointed as such, on or prior to
the date of such appointment. An assessment of compliance
provided by a Subcontractor pursuant to Section 2(c)(i)(C) need
not address any elements of the Servicing Criteria other than
those specified by the Company pursuant to Section 2(e).
(d) [RESERVED]
(e) The Company shall not hire or otherwise utilize the services of
any Subservicer to fulfill any of the obligations of the Company
as servicer under this Agreement or any Reconstitution Agreement
unless the Company complies with the provisions of clause (i) of
this Section. The Company shall not hire or otherwise utilize
the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any
Subcontractor, to fulfill any of the obligations of the Company
as servicer under this Agreement or any Reconstitution Agreement
unless the Company complies with the provisions of 2(e)(ii) of
this Section.
(i) It shall not be necessary for the Company to seek the
consent of the Purchaser, any Master Servicer or any Depositor to
the utilization of any Subservicer. The Company shall cause any
Subservicer used by the Company (or by any Subservicer) for the
benefit of the Purchaser and any Depositor to comply with the
provisions of this Section and with Sections 2(a), 2(b), 2(c),
2(f)(iii), 2(f)(v) and 2(g) of this Agreement to the same extent
as if such Subservicer were the Company, and to provide the
information required with respect to such Subservicer under
Section 2(f)(iv) of this Agreement. The Company shall be
responsible for obtaining from each Subservicer and delivering to
the Purchaser and any Depositor any servicer compliance statement
required to be delivered by such Subservicer under Section 2(b),
any assessment of compliance and attestation required to be
delivered by such Subservicer under Section 2(c) and any
certification required to be delivered to the Person that will be
responsible for signing the Sarbanes Certification under Section
2(c) as and when required to be delivered.
(ii) It shall not be necessary for the Company to seek the
consent of the Purchaser or any Depositor to the utilization of
any Subcontractor. The Company shall promptly upon request
provide to the Purchaser and any Depositor (or any designee of
the Depositor, such as any Master Servicer or an administrator) a
written description (in form and substance satisfactory to the
Purchaser, such Depositor and such Master Servicer) of the role
and function of each Subcontractor utilized by the Company or any
Subservicer, specifying (A) the identity of each such
Subcontractor, (B) which (if any) of such Subcontractors are
Participating Entities, and (C) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided
by each Subcontractor identified pursuant to clause (B) of this
paragraph.
As a condition to the utilization of any Subcontractor determined
to be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, the Company shall cause
any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor
to comply with the provisions of Sections 2(c) and 2(g) of this
Agreement to the same extent as if such Subcontractor were the
Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor
any assessment of compliance and attestation and the other
certifications required to be delivered by such Subservicer and
such Subcontractor under Section 2(c), in each case as and when
required to be delivered.
(f) In connection with any Securitization Transaction the Company
shall (1) within five Business Days following request by the
Purchaser or any Depositor, to provide to the Purchaser and such
Depositor (or, as applicable, cause each Third-Party Originator
and each Subservicer to provide), in writing and in form and
substance reasonably satisfactory to the Purchaser and such
Depositor, the information and materials specified in paragraphs
(i), (ii), (iii), (vi) and (vii) of this Section 2(f), and (2) as
promptly as practicable following notice to or discovery by the
Company, provide to the Purchaser and any Depositor (in writing
and in form and substance reasonably satisfactory to the
Purchaser and such Depositor) the information specified in
paragraph (iv) of this Section.
(i) If so requested by the Purchaser or any Depositor in
connection with a Securitization Transaction, the Company shall
provide such information regarding (x) the Company, as originator
of the Mortgage Loans (including as an acquirer of Mortgage Loans
from a Qualified Correspondent), or (y) each Third-Party
Originator, and (z) as applicable, each Subservicer, as is
requested for the purpose of compliance with Items 1103(a)(1),
1105, 1110, 1117 and 1119 of Regulation AB. Such information
shall include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination
program and how long the originator has been engaged in
originating residential mortgage loans, which description
shall include a discussion of the originator's experience
in originating mortgage loans of a similar type as the
Mortgage Loans; information regarding the size and
composition of the originator's origination portfolio; and
information that may be material, in the good faith
judgment of the Purchaser or any Depositor, to an analysis
of the performance of the Mortgage Loans, including the
originators' credit-granting or underwriting criteria for
mortgage loans of similar type(s) as the Mortgage Loans
and such other information as the Purchaser or any
Depositor may reasonably request for the purpose of
compliance with Item 1110(b)(2) of Regulation AB;
(C) a description of any material legal or
governmental proceedings pending (or known to be
contemplated) of a type described in Item 1117 of
Regulation AB against the Company, each Third-Party
Originator and each Subservicer; and
(D) a description of any affiliation or
relationship of a type described in Item 1119 of
Regulation AB between the Company, each Third-Party
Originator, each Subservicer and any of the following
parties to a Securitization Transaction, as such parties
are identified to the Company by the Purchaser or any
Depositor in writing in advance of such Securitization
Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, the
Company shall provide (or, as applicable, cause each Third-Party
Originator to provide) Static Pool Information with respect to
the mortgage loans (of a similar type as the Mortgage Loans, as
reasonably identified by the Purchaser as provided below)
originated by (a) the Company, if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a
Qualified Correspondent), and/or (b) each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company (or
Third-Party Originator) on the basis of its reasonable, good
faith interpretation of the requirements of Item 1105(a)(1)-(3)
of Regulation AB. To the extent that there is reasonably
available to the Company (or Third-Party Originator) Static Pool
Information with respect to more than one mortgage loan type, the
Purchaser or any Depositor shall be entitled to specify whether
some or all of such information shall be provided pursuant to
this paragraph. The content of such Static Pool Information may
be in the form customarily provided by the Company, and need not
be customized for the Purchaser or any Depositor. Such Static
Pool Information for each vintage origination year or prior
securitized pool, as applicable, shall be presented in increments
no less frequently than quarterly over the life of the mortgage
loans included in the vintage origination year or prior
securitized pool. The most recent periodic increment must be as
of a date no later than 135 days prior to the date of the
prospectus or other offering document in which the Static Pool
Information is to be included or incorporated by reference. The
Static Pool Information shall be provided in an electronic format
that provides a permanent record of the information provided,
such as a portable document format (pdf) file, or other such
electronic format reasonably required by the Purchaser or the
Depositor, as applicable.
Promptly following notice or discovery of a material error in
Static Pool Information provided pursuant to the immediately
preceding paragraph (including an omission to include therein
information required to be provided pursuant to such paragraph),
the Company shall provide corrected Static Pool Information to
the Purchaser or any Depositor, as applicable, in the same format
in which Static Pool Information was previously provided to such
party by the Company.
If so requested by the Purchaser or any Depositor, the Company
shall provide (or, as applicable, cause each Third-Party
Originator to provide), at the expense of the requesting party
(to the extent of any additional incremental expense associated
with delivery pursuant to this Agreement), such statements and
agreed-upon procedures letters of certified public accountants
reasonably acceptable to the Purchaser or Depositor, as
applicable, pertaining to Static Pool Information relating to
prior securitized pools for securitizations closed on or after
January 1, 2006 or, in the case of Static Pool Information with
respect to the Company's or Third-Party Originator's originations
or purchases, to calendar months commencing January 1, 2006, as
the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the
benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any
Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Securitization
Transaction. Any such statement or letter may take the form of a
standard, generally applicable document accompanied by a reliance
letter authorizing reliance by the addressees designated by the
Purchaser or such Depositor.
(iii) If so requested by the Purchaser or any Depositor, the
Company shall provide such information regarding the Company, as
servicer of the Mortgage Loans, and each Subservicer (each of the
Company and each Subservicer, for purposes of this paragraph, a
"Servicer"), as is requested for the purpose of compliance with
Items 1108, 1117 and 1119 of Regulation AB. Such information
shall include, at a minimum:
(A) the Servicer's form of organization;
(B) a description of how long the Servicer has been
servicing residential mortgage loans; a general discussion
of the Servicer's experience in servicing assets of any
type as well as a more detailed discussion of the
Servicer's experience in, and procedures for, the
servicing function it will perform under this Agreement
and any Reconstitution Agreements; information regarding
the size, composition and growth of the Servicer's
portfolio of residential mortgage loans of a type similar
to the Mortgage Loans and information on factors related
to the Servicer that may be material, in the good faith
judgment of the Purchaser or any Depositor, to any
analysis of the servicing of the Mortgage Loans or the
related asset-backed securities, as applicable, including,
without limitation:
(1) whether any prior
securitizations of mortgage loans of a type
similar to the Mortgage Loans involving the
Servicer have defaulted or experienced an
early amortization or other performance
triggering event because of servicing during
the three-year period immediately preceding
the related Securitization Transaction;
(2) the extent of outsourcing the
Servicer utilizes;
(3) whether there has been previous
disclosure of material noncompliance with
the applicable servicing criteria with
respect to other securitizations of
residential mortgage loans involving the
Servicer as a servicer during the three-year
period immediately preceding the related
Securitization Transaction;
(4) whether the Servicer has been
terminated as servicer in a residential
mortgage loan securitization, either due to
a servicing default or to application of a
servicing performance test or trigger; and
(5) such other information as the
Purchaser or any Depositor may reasonably
request for the purpose of compliance with
Item 1108(b)(2) of Regulation AB;
(C) a description of any material changes during
the three-year period immediately preceding the related
Securitization Transaction to the Servicer's policies or
procedures with respect to the servicing function it will
perform under this Agreement and any Reconstitution
Agreements for mortgage loans of a type similar to the
Mortgage Loans;
(D) information regarding the Servicer's financial
condition, to the extent that there is a material risk
that an adverse financial event or circumstance involving
the Servicer could have a material adverse effect on the
performance by the Company of its servicing obligations
under this Agreement or any Reconstitution Agreement;
(E) information regarding advances made by the
Servicer on the Mortgage Loans and the Servicer's overall
servicing portfolio of residential mortgage loans for the
three-year period immediately preceding the related
Securitization Transaction, which may be limited to a
statement by an authorized officer of the Servicer to the
effect that the Servicer has made all advances required to
be made on residential mortgage loans serviced by it
during such period, or, if such statement would not be
accurate, information regarding the percentage and type of
advances not made as required, and the reasons for such
failure to advance;
(F) a description of the Servicer's processes and
procedures designed to address any special or unique
factors involved in servicing loans of a similar type as
the Mortgage Loans;
(G) a description of the Servicer's processes for
handling delinquencies, losses, bankruptcies and
recoveries, such as through liquidation of mortgaged
properties, sale of defaulted mortgage loans or workouts;
(H) information as to how the Servicer defines or determines
delinquencies and charge-offs, including the effect of
any grace period, re-aging, restructuring, partial
payments considered current or other practices with
respect to delinquency and loss experience; and
(I) a description of any material legal or
governmental proceedings pending (or known to be
contemplated) against the Servicer;
(J) a description of any affiliation or
relationship between the Servicer and any of the
following parties to a Securitization Transaction, as
such parties are identified to the Servicer by the
Purchaser or any Depositor in writing in advance of such
Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(iv) For the purpose of satisfying the reporting obligation
under the Exchange Act with respect to any class of asset-backed
securities, the Company shall (or shall cause each Subservicer
and Third-Party Originator to) (i) provide prompt notice to the
Purchaser, and Master Servicer and any Depositor in writing of
(A) any material litigation or governmental proceedings of a type
described in Item 1117 of Regulation AB involving the Company,
any Subservicer or any Third-Party Originator (B)) any
affiliations or relationships that develop following the closing
date of a Securitization between the Company, any Subservicer or
any Third-Party Originator and any of the parties specified in
clause (D) of paragraph (i) of this Section 2(f) (and any other
parties identified in writing by the requesting party) with
respect to such Securitization Transaction, (C) any Event of
Default under the terms of this Agreement or any Reconstitution
Agreement, (D) any merger, consolidation or sale of substantially
all of the assets of the Company, and (E) the Company's entry
into any agreement with a Subservicer to perform or assist in the
performance of any of the Company's obligations under this
Agreement or any Reconstitution Agreement and (ii) provide to the
Purchaser and any Depositor a description of such proceedings,
affiliations or relationships. All notification pursuant to
clause (A) should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: SELLERAPPROVAL@BEAR.COM
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd floor
New York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to clause (B) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX 75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd floor
New York, NY 10179
Attention: Global Credit Authorization
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
(v) As a condition to the succession to the Company or any
Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the
Company or such Subservicer may be merged or consolidated, or
(ii) which may be appointed as a successor to the Company or any
Subservicer, the Company shall provide to the Purchaser, any
Master Servicer and any Depositor, at least 15 calendar days
prior to the effective date of such succession or appointment,
(x) written notice to the Purchaser and any Depositor of such
succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Purchaser and such
Depositor, all information reasonably requested by the Purchaser
or any Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to any class of
asset-backed securities.
(vi) In addition to such information as the Company, as
servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for
the filing of any distribution report on Form 10-D in respect of
any Securitization Transaction that includes any of the Mortgage
Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, but only to the extent
the Company or such Subservicer has knowledge, provide to the
party responsible for filing such report (including, if
applicable, the Master Servicer) notice of the occurrence of any
of the following events along with all information, data, and
material related thereto as may be required to be included in the
related distribution report on Form 10-D (as specified in the
provisions of Regulation AB referenced below):
i. any material modifications, extensions or
waivers of Mortgage Loans serviced by the Company or its
Subservicer terms, fees, penalties or payments during the
distribution period or that have cumulatively become
material over time (Item 1121(a)(11) of Regulation AB);
ii. material breaches of Mortgage Loans serviced
by the Company or its Subservicers representations or
warranties or transaction covenants (Item 1121(a)(12) of
Regulation AB); and
iii. information regarding any Mortgage Loans
serviced by the Company or its Subservicers changes (such
as, additions, substitutions or repurchases), and any
material changes in origination, underwriting or other
criteria for acquisition or selection of pool assets as it
relates to a substitution (Item 1121(a)(14) of Regulation
AB),
the Company shall provide to the Purchaser, any Master
Servicer and any Depositor, evidence of the authorization of the
person signing any certification and, no more than once a year,
copies or other evidence of Fidelity Bond Insurance and Errors
and Omission Insurance Policy, financial information and reports,
and such other information related to the Company or any
Subservicer or the Company or such Subservicer's performance
hereunder, which items may be accepted in the forms acceptable to
the Company's and Subservicer's regulators or the agencies. [ (i)
The Company shall indemnify the Purchaser, each affiliate of the
Purchaser, and each of the following parties participating in a
Securitization Transaction: each sponsor and issuing entity; each
Person (including, but not limited to, any Master Servicer, if
applicable) responsible for the preparation, execution or filing
of any report required to be filed with the Commission with
respect to such Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
the Exchange Act with respect to such Securitization Transaction;
each broker dealer acting as underwriter, placement agent or
initial purchaser, each Person who controls any of such parties
or the Depositor (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees
,agents ] of each of the foregoing and of the Depositor (each, an
"Indemnified Party"), and shall hold each of them harmless from
and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of
them may sustain arising out of or based upon:
(A)(1) any untrue statement of a material fact contained
or alleged to be contained in any information, report,
certification, data, accountants' letter or other material
provided in written or electronic form under this Amendment Reg
AB by or on behalf of the Company, or provided under this
Amendment Reg AB by or on behalf of any Subservicer,
Subcontractor or Third-Party Originator (collectively, the
"Company Information"), or (2) the omission or alleged omission
to state in the Company Information a material fact required to
be stated in the Company Information or necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading; PROVIDED, BY WAY OF
CLARIFICATION, that clause (2) of this paragraph shall be
construed solely by reference to the Company Information and not
to any other information communicated in connection with a sale
or purchase of securities, without regard to whether the Company
Information or any portion thereof is presented together with or
separately from such other information;
(B) any breach by the Company of its obligations under
this agreement, including particularly any failure by the
Company, any Subservicer, any Subcontractor or any Third-Party
Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under
this Amendment Reg AB, including any failure by the Company to
identify pursuant to Section 2(e)(ii) any Subcontractor
"participating in the servicing function" within the meaning of
Item 1122 of Regulation AB; or
(C) any breach by the Company of a representation or
warranty set forth in Section 2(a)(i) or in a writing
furnished pursuant to Section 2(a)(ii) and made as of a
date prior to the closing date of the related
Securitization Transaction, to the extent that such
breach is not cured by such closing date, or any breach
by the Company of a representation or warranty in a
writing furnished pursuant to Section 2(a)(ii) to the
extent made as of a date subsequent to such closing
date.
(D) The negligence bad faith or willful misconduct of the
Company in connection with its performance under this Amendment.
If the indemnification provided for herein is unavailable
or insufficient as determined by a court of law to hold
harmless an Indemnified Party, then the Company agrees
that it shall contribute to the amount paid or payable by
such Indemnified Party as a result of any claims, losses,
damages or liabilities incurred by such Indemnified Party
in such proportion as is appropriate to reflect relative
fault of such Indemnified Party on the one hand and the
Company on the other. In the case of any failure of
performance described in clause (i)(B) of
this Section 2(g), the Company shall promptly reimburse the
Purchaser, any Depositor, as applicable, and each Person
responsible for the preparation, execution or filing of any
report required to be filed with the Commission with respect to
such Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
the Exchange Act with respect to such Securitization Transaction,
for all costs reasonably incurred by each such party in order to
obtain the information, report, certification, accountants'
letter or other material not delivered as required by the
Company, any Subservicer, any Subcontractor or any Third-Party
Originator.
This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement.
(ii) (A) Any failure by the Company, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or other
material when and as required under this Amendment Reg AB, or any
breach by the Company of a representation or warranty set forth
in Section 2(a)(i) or in a writing furnished pursuant to Section
2(a)(ii) and made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that such
breach is not cured by such closing date, or any breach by the
Company of a representation or warranty in a writing furnished
pursuant to Section 2(a)(ii) to the extent made as of a date
subsequent to such closing date, shall, except as provided in
clause (B) of this paragraph, immediately and automatically,
without notice or grace period, constitute an Event of Default
with respect to the Company under this Agreement and any
applicable Reconstitution Agreement, and shall entitle the
Purchaser or any Depositor, as applicable, in its sole discretion
to terminate the rights and obligations of the Company as
servicer under this Agreement and/or any applicable
Reconstitution Agreement without payment (notwithstanding
anything in this Agreement or any applicable Reconstitution
Agreement to the contrary) of any compensation to the Company and
if the Company is servicing any of the Mortgage Loans in a
Securitization Transaction appoint a successor servicer
reasonably acceptable to any Master Servicer for such
Securitization Transaction; PROVIDED that to the extent that any
provision of this Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights
or obligations following termination of the Company as servicer,
such provision shall be given effect.
(B) Any failure by the Company, any Subservicer or any
Subcontractor to deliver any information, report, certification
or accountants' letter when and as required under Section 2(b) or
2(c), including (except as provided below) any failure by the
Company to identify pursuant to Section 2(e)(ii) any
Subcontractor "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB, which continues
unremedied for ten calendar days after the date on which such
information, report, certification or accountants' letter was
required to be delivered shall constitute an Event of Default
with respect to the Company under this Agreement and any
applicable Reconstitution Agreement, and shall entitle the
Purchaser, any Master Servicer or any Depositor, as applicable,
in its sole discretion to terminate the rights and obligations of
the Company as servicer under this Agreement and/or any
applicable Reconstitution Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of
any compensation to the Company; PROVIDED that to the extent that
any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of
certain rights or obligations following termination of the
Company as servicer, such provision shall be given effect.
Neither the Purchaser nor any Depositor shall be entitled
to terminate the rights and obligations of the Company pursuant
to this subparagraph (ii)(B) if a failure of the Company to
identify a Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB was
attributable solely to the role or functions of such
Subcontractor with respect to mortgage loans other than the
Mortgage Loans.
(C) The Company shall promptly reimburse the Purchaser (or any
designee of the Purchaser, such as a master servicer) and any
Depositor, as applicable, for all reasonable expenses incurred by
the Purchaser (or such designee) or such Depositor as such are
incurred, in connection with the termination of the Company as
servicer and the transfer of servicing of the Mortgage Loans to a
successor servicer. The provisions of this paragraph shall not
limit whatever rights the Purchaser or any Depositor may have
under other provisions of this Agreement and/or any applicable
Reconstitution Agreement or otherwise, whether in equity or at
law, such as an action for damages, specific performance or
injunctive relief.
(iii) The Purchaser shall indemnify the Company, each affiliate
of the Company and each Person who controls the Company or such
affiliate and their respective present and former directors,
officers, employees and agents, and hold each of them harmless
from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that each of
them may sustain arising out of or based upon any claims arising
out of or in connection with any information set forth in any
offering document prepared in connection with any Securitization
Transaction other than a statement or omission arising out of,
resulting from, or based upon the Company Information.
For purposes of the Amendment and any related provisions thereto,
each Master Servicer shall be considered a third-party beneficiary of this
Agreement, entitled to all the rights and benefits hereof as if it were a
direct party to this Agreement.
3. The Company acknowledges that a Subservicer or Subcontractor that performs services
with respect to mortgage loans involved in a Securitization Transaction
in addition to the Mortgage Loans may be determined by a Depositor to be
a Participating Entity on the basis of the aggregate balance of such
mortgage loans, without regard to whether such Subservicer or
Subcontractor would be a Participating Entity with respect to the
Mortgage Loans viewed in isolation. The Company shall (A) respond as
promptly as practicable to any good faith request by the Purchaser or
any Depositor for information regarding each Subservicer and each
Subcontractor and (B) cause each Subservicer and each Subcontractor with
respect to which the Purchaser or any Depositor requests delivery of an
assessment of compliance and accountants' attestation to deliver such
within the time required under Section 2(c).
4. Notwithstanding any other provision of this Amendment Reg AB, (i) the Company
shall seek the consent of the Purchaser for the utilization of all third
party service providers, including Subservicers and Subcontractors, when
required by and in accordance with the terms of the Existing Agreement
and (ii) references to the Purchaser shall be deemed to include any
assignees or designees of the Purchaser, such as any Depositor, a master
servicer or a trustee.
5. The Existing Agreement is hereby amended by adding the Exhibits attached
hereto as Exhibit A and Exhibit B to the end thereto.
6. References in this Amendment Reg AB to "this Agreement" or words of
similar import (including indirect references to the Agreement) shall be
deemed to be references to the Existing Agreement as amended by this
Amendment Reg AB. Except as expressly amended and modified by this
Amendment Reg AB, the Agreement shall continue to be, and shall remain,
in full force and effect in accordance with its terms. In the event of a
conflict between this Amendment Reg AB and any other document or
agreement, including without limitation the Existing Agreement, this
Amendment Reg AB shall control.
7. THIS AMENDMENT REG AB SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, OR FEDERAL LAW AS APPLICABLE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
8. This Amendment Reg AB may be executed in one or more counterparts and by
different parties hereto on separate counterparts, each of which, when
so executed, shall constitute one and the same agreement.
9. This Amendment Reg AB shall bind and inure to the benefit of and be
enforceable by the Company and the Purchaser and the respective
permitted successors and assigns of the Company and the successors and
assigns of the Purchaser.
10. This Amendment Reg AB will become effective as of the date first
mentioned above. This Amendment Reg AB shall not be assigned, pledged or
hypothecated by the Company to a third party without the prior written
consent of the Purchaser, which consent may be withheld by the Purchaser
in its sole discretion. The Existing Agreement as amended by this
Amendment Reg AB may be assigned, pledged or hypothecated by the
Purchaser in whole or in part, and with respect to one or more of the
Mortgage Loans, without the consent of the Company. There shall be no
limitation on the number of assignments or transfers allowable by the
Purchaser with respect to the Mortgage Loans and this Amendment Reg AB
and the Existing Agreement.
11. INTENT OF THE PARTIES; REASONABLENESS.
The Purchaser and the Company acknowledge and agree that the purpose of
this Amendment Reg AB is to facilitate compliance by the Purchaser and any
Depositor with the provisions of Regulation AB and related rules and regulations
of the Commission. Although Regulation AB is applicable by its terms only to
offerings of asset-backed securities that are registered under the Securities
Act, the Company acknowledges that investors in privately offered securities may
require that the Purchaser or any Depositor provide comparable disclosure in
unregistered offerings. References in this Agreement to compliance with
Regulation AB include provision of comparable disclosure in private offerings.
Neither the Purchaser nor any Depositor shall exercise its right to
request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder (or the provision in a private offering of disclosure comparable to
that required under the Securities Act). The Company acknowledges that
interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Purchaser,
any Master Servicer or any Depositor in good faith for delivery of information
under these provisions on the basis of evolving interpretations of Regulation
AB. In connection with any Securitization Transaction, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of
its assignees or designees), any Master Servicer and any Depositor, any and all
statements, reports, certifications, records and any other information necessary
in the good faith determination of the Purchaser, any Master Servicer or any
Depositor to permit the Purchaser, such Master Servicer or such Depositor to
comply with the provisions of Regulation AB, together with such disclosures
relating to the Company, any Subservicer, any Third-Party Originator and the
Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by
the Purchaser, any Master Servicer or any Depositor to be necessary in order to
effect such compliance.
The Purchaser (including any of its assignees or designees) shall
cooperate with the Company by providing timely notice of requests for
information under these provisions and by reasonably limiting such requests to
information required, in the Purchaser's reasonable judgment, to comply with
Regulation AB.
For purposes of clarification, the provisions, covenants and or
requirements of this Amendment are only applicable with respect to those
Mortgage Loans being securitized in a Securitization Transaction
[Signatures Commence on Following Page]
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.
--------------------------------------------------------------------------------
Purchaser
By: ________________________________
Name: _____________________________
Title: ___________________________
HSBC Mortgage Corporation (USA)
Company
By: ________________________________
Name: _____________________________
Title: ___________________________
EXHIBIT A
FORM OF ANNUAL CERTIFICATION
I. The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"),
among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of
[NAME OF COMPANY (the "Company")], certify to [the Purchaser], [the Depositor],
and the [Master Servicer] [Securities Administrator] [Trustee], and their
officers, with the knowledge and intent that they will rely upon this
certification, that:
(1) I have reviewed the servicer compliance statement of the
Company provided in accordance with Item 1123 of Regulation AB (the
"Compliance Statement"), the report on assessment of the Company's
compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with
Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Item 1122 of Regulation AB (the
"Servicing Assessment"), the registered public accounting firm's
attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the
"Attestation Report"), and all servicing reports, officer's certificates
and other information relating to the servicing of the Mortgage Loans by
the Company during 200[ ] that were delivered by the Company to the
[Depositor] [Master Servicer] [Securities Administrator] [Trustee]
pursuant to the Agreement (collectively, the "Company Servicing
Information");
(2) Based on my knowledge, the Company Servicing Information,
taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in the light of the circumstances under which such statements were
made, not misleading with respect to the period of time covered by the
Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing
Information required to be provided by the Company under the Agreement
has been provided to the [Depositor] [Master Servicer] [Securities
Administrator] [Trustee];
(4) I am responsible for reviewing the activities performed by
the Company as servicer under the Agreement, and based on my knowledge
and the compliance review conducted in preparing the Compliance
Statement and except as disclosed in the Compliance Statement, the
Servicing Assessment or the Attestation Report, the Company has
fulfilled its obligations under the Agreement in all material respects;
and
(5) The Compliance Statement required to be delivered by the
Company pursuant to the Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any
Subservicer or Subcontractor pursuant to the Agreement, have been
provided to the [Depositor] [Master Servicer]. Any material instances of
noncompliance described in such reports have been disclosed to the
[Depositor] [Master Servicer]. Any material instance of noncompliance
with the Servicing Criteria has been disclosed in such reports.
Date: _________________________
By: _______________________________
Name:
Title:
EXHIBIT B
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria":
-------------------------------------------------------------------------- ------------------
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
-------------------------------------------------------------------------- ------------------
REFERENCE CRITERIA
----------------- -------------------------------------------------------- ------------------
GENERAL SERVICING CONSIDERATIONS
----------------- ------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any
performance or other triggers and events of default in X
accordance with the transaction agreements.
----------------- ------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to
third parties, policies and procedures are instituted X
to monitor the third party's performance and
compliance with such servicing activities.
----------------- ------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to
maintain a back-up servicer for the mortgage loans are
maintained.
----------------- ------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in
effect on the party participating in the servicing
function throughout the reporting period in the amount X
of coverage required by and otherwise in accordance
with the terms of the transaction agreements.
----------------- ------------------
CASH COLLECTION AND ADMINISTRATION
----------------- ------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days X
following receipt, or such other number of days
specified in the transaction agreements.
----------------- ------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized X
personnel.
----------------- ------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections,
cash flows or distributions, and any interest or other X
fees charged for such advances, are made, reviewed and
approved as specified in the transaction agreements.
----------------- ------------------
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained X
(e.g., with respect to commingling of cash) as set
1122(d)(2)(iv) forth in the transaction agreements.
----------------- ------------------
1122(d)(2)(v) Each custodial account is maintained at a federally
insured depository institution as set forth in the
transaction agreements. For purposes of this
criterion, "federally insured depository institution" X
with respect to a foreign financial institution means
a foreign financial institution that meets the
requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.
----------------- ------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
----------------- ------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for
all asset-backed securities related bank accounts,
including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after
the bank statement cutoff date, or such other number
of days specified in the transaction agreements; (C) X
reviewed and approved by someone other than the person
who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling
items are resolved within 90 calendar days of their
original identification, or such other number of days
specified in the transaction agreements.
----------------- ------------------
INVESTOR REMITTANCES AND REPORTING
----------------- ------------------
1122(d)(3)(i) Reports to investors, including those to be filed with
the Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms
set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms X
specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and
regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
----------------- ------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and X
other terms set forth in the transaction agreements.
----------------- ------------------
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such
other number of days specified in the X
1122(d)(3)(iii) transaction agreements.
----------------- ------------------
Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment, X
1122(d)(3)(iv) or custodial bank statements.
----------------- ------------------
POOL ASSET ADMINISTRATION X
----------------- ------------------
1122(d)(4)(i) Collateral or security on mortgage loans is
maintained as required by the transaction agreements X
or related mortgage loan documents.
----------------- ------------------
Mortgage loan and related documents are safeguarded as X
1122(d)(4)(ii) required by the transaction agreements
----------------- ------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset
pool are made, reviewed and approved in accordance X
with any conditions or requirements in the transaction
agreements.
----------------- ------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs,
made in accordance with the related mortgage loan
documents are posted to the Servicer's obligor records
maintained no more than two business days after X
receipt, or such other number of days specified in the
transaction agreements, and allocated to principal,
interest or other items (e.g., escrow) in accordance
with the related mortgage loan documents.
----------------- ------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans
agree with the Servicer's records with respect to an X
obligor's unpaid principal balance.
----------------- ------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an
obligor's mortgage loans (e.g., loan modifications or
re-agings) are made, reviewed and approved by X
authorized personnel in accordance with the
transaction agreements and related pool asset
documents.
----------------- ------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance
plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are X
initiated, conducted and concluded in accordance with
the timeframes or other requirements established by
the transaction agreements.
----------------- ------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such
records are maintained on at least a monthly basis, or
such other period specified in the transaction X
agreements, and describe the entity's activities in
monitoring delinquent mortgage loans including, for
example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment).
----------------- ------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for
mortgage loans with variable rates are computed based X
on the related mortgage loan documents.
----------------- ------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such
as escrow accounts): (A) such funds are analyzed, in
accordance with the obligor's mortgage loan documents,
on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest X
on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and
state laws; and (C) such funds are returned to the
obligor within 30 calendar days of full repayment of
the related mortgage loans, or such other number of
days specified in the transaction agreements.
----------------- ------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, X
provided that such support has been received by the
servicer at least 30 calendar days prior to these
dates, or such other number of days specified in the
transaction agreements.
----------------- ------------------
1122(d)(4)(xii) Any late payment penalties in connection with any
payment to be made on behalf of an obligor are paid
from the servicer's funds and not charged to the X
obligor, unless the late payment was due to the
obligor's error or omission.
----------------- ------------------
Disbursements made on behalf of an obligor are posted
within two business days to the obligor's records X
maintained by the servicer, or such other number of
1122(d)(4)(xiii) days specified in the transaction agreements.
----------------- ------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts
are recognized and recorded in accordance with the X
transaction agreements.
----------------- ------------------
Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the transaction
1122(d)(4)(xv) agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
[NAME OF COMPANY] [NAME OF
SUBSERVICER]
Date: _________________________
By: ________________________________
Name:
Title:
EXHIBIT Q-3
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EXECUTION COPY
October 28, 2004
EMC MORTGAGE CORPORATION
PURCHASER
AND
WELLS FARGO BANK, N.A.
COMPANY
--------------------------------------------------------------------------------
AMENDED AND RESTATED MASTER
SELLER'S WARRANTIES AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2005
--------------------------------------------------------------------------------
FIXED RATE AND ADJUSTABLE RATE MORTGAGE LOANS
ii
TABLE OF CONTENTS
ARTICLE I.......................................................................
DEFINITIONS.....................................................................
ARTICLE II......................................................................
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS;
CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS......................................
ARTICLE III.....................................................................
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH..............................
ARTICLE IV......................................................................
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..................................
ARTICLE V.......................................................................
PAYMENTS TO PURCHASER...........................................................
ARTICLE VI......................................................................
GENERAL SERVICING PROCEDURES....................................................
ARTICLE VII.....................................................................
COMPANY TO COOPERATE............................................................
ARTICLE VIII....................................................................
THE COMPANY.....................................................................
ARTICLE IX......................................................................
SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS..........
ARTICLE X.......................................................................
DEFAULT.........................................................................
ARTICLE XI......................................................................
TERMINATION.....................................................................
ARTICLE XII.....................................................................
MISCELLANEOUS PROVISIONS........................................................
EXHIBITS
Exhibit A Form of Assignment and Conveyance
Agreement
Exhibit B Custodial Agreement
Exhibit C Contents of Each Retained Mortgage File,
Servicing File and Custodial Mortgage File
Exhibit D Servicing Criteria
Exhibit E Form of Sarbanes Certification
Exhibit F Form of Sarbanes-Oxley Back-Up
Certification
Exhibit G Form of Assignment, Assumption and
Recognition Agreement
Exhibit H Electronic Data File
This is an Amended and Restated Master Seller's Warranties and Servicing
Agreement for residential first mortgage loans, dated and effective as of
November 1, 2005, and is executed between EMC Mortgage Corporation, as purchaser
(the "Purchaser"), and Wells Fargo Bank, N.A., as seller and servicer (the
"Company").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Company and the
Company has agreed to sell to the Purchaser from time to time (each a
"Transaction") certain residential Mortgage Loans which shall be delivered as
whole loans (each a "Loan Package") on various dates (each a "Closing Date") as
provided for in certain Assignment and Conveyance Agreements by and between the
Purchaser and the Company as executed from time to time; and
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of
trust or other security instrument creating a first lien on a residential
dwelling located in the jurisdiction indicated on the related Mortgage Loan
Schedule; and
WHEREAS, the Purchaser and the Company wish to prescribe the manner of
purchase of the Mortgage Loans and the conveyance, servicing and control of the
Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Purchaser and the Company agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the
content otherwise requires, shall have the following meanings:
ACCEPTED SERVICING PRACTICES: With respect to any Mortgage Loan, those
mortgage servicing practices of prudent mortgage lending institutions which
service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.
ADJUSTMENT DATE: As to each adjustable rate Mortgage Loan, the date on
which the Mortgage Interest Rate is adjusted in accordance with the terms of the
related Mortgage Note and Mortgage.
AGENCY/AGENCIES: Fannie Mae, Freddie Mac or GNMA, or any of them as
applicable.
AGENCY TRANSFER: Any sale or transfer of some or all of the Mortgage
Loans by the Purchaser to an Agency which sale or transfer is not a
Securitization Transaction or Whole Loan Transfer.
AGREEMENT: This Amended and Restated Master Seller's Warranties and
Servicing Agreement and all amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
APPRAISED VALUE: With respect to any Mortgage Loan, the lesser of (i)
the value set forth on the appraisal made in connection with the origination of
the related Mortgage Loan as the value of the related Mortgaged Property, or
(ii) the purchase price paid for the Mortgaged Property, provided, however, in
the case of a refinanced Mortgage Loan, such value shall be based solely on the
appraisal made in connection with the origination of such Mortgage Loan.
ASSIGNMENT AND CONVEYANCE AGREEMENT: With respect to each Transaction,
the agreement between the Purchaser and the Company conveying to the Purchaser
all the right, title and interest of the Company in and to the related Mortgage
Loans listed on the related Mortgage Loan Schedule, a form of which is attached
hereto as Exhibit A.
ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the sale of the Mortgage to the Purchaser or if the related Mortgage has been
recorded in the name of MERS or its designee, such actions as are necessary to
cause the Purchaser to be shown as the owner of the related Mortgage on the
records of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS, including assignment of the MIN
Number which will appear either on the Mortgage or the Assignment of Mortgage to
MERS.
ASSIGNMENT OF MORTGAGE NOTE AND PLEDGE AGREEMENT: With respect to a
Cooperative Loan, an assignment of the Mortgage Note and Pledge Agreement.
ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan, an
assignment of the Proprietary Lease sufficient under the laws of the
jurisdiction wherein the related Cooperative Apartment is located to effect the
assignment of such Proprietary Lease.
BUSINESS DAY: Any day other than (i) a Saturday or Sunday, or (ii) a day
on which banking and savings and loan institutions in the states where the
parties are located or are authorized or obligated by law or executive order to
be closed.
BUYDOWN AGREEMENT: An agreement between the Company and a Mortgagor, or
an agreement among the Company, a Mortgagor and a seller of a Mortgaged Property
or a third party with respect to a Mortgage Loan which provides for the
application of Buydown Funds.
BUYDOWN FUNDS: In respect of any Buydown Mortgage Loan, any amount
contributed by the seller of a Mortgaged Property subject to a Buydown Mortgage
Loan, the buyer of such property, the Company or any other source, plus interest
earned thereon, in order to enable the Mortgagor to reduce the payments required
to be made from the Mortgagor's funds in the early years of a Mortgage Loan.
BUYDOWN MORTGAGE LOAN: Any Mortgage Loan in respect of which, pursuant
to a Buydown Agreement, (i) the Mortgagor pays less than the full Monthly
Payments specified in the Mortgage Note for a specified period, and (ii) the
difference between the payments required under such Buydown Agreement and the
Mortgage Note is provided from Buydown Funds.
BUYDOWN PERIOD: The period of time when a Buydown Agreement is in effect
with respect to a related Buydown Mortgage Loan.
CLOSING DATE: The date or dates, set forth in the related Commitment
Letter, on which from time to time the Purchaser shall purchase and the Company
shall sell the Mortgage Loans listed on the related Mortgage Loan Schedule for
each Transaction.
CODE: The Internal Revenue Code of 1986, as it may be amended from time
to time or any successor statute thereto, and applicable U.S. Department of the
Treasury regulations issued pursuant thereto.
COMMISSION: The United States Securities and Exchange Commission.
COMMITMENT LETTER: The commitment letter executed in relation to each
Transaction that sets forth, among other things, the Purchase Price for the
related Mortgage Loans.
COMPANY: Wells Fargo Bank, N.A., or its successor in interest or
assigns, or any successor to the Company under this Agreement appointed as
herein provided.
Company INFORMATION: As defined in Section 9.01(f)(i)(A).
CONDEMNATION PROCEEDS: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
COOPERATIVE: The entity that holds title (fee or an acceptable leasehold
estate) to all of the real property that the Project comprises, including the
land, separate dwelling units and all common areas.
COOPERATIVE APARTMENT: The specific dwelling unit relating to a
Cooperative Loan.
COOPERATIVE LIEN SEARCH: A search for (a) federal tax liens, mechanics'
liens, LIS PENDENS, judgments of record or otherwise against (i) the
Cooperative, (ii) the seller of the Cooperative Apartment and (iii) the Company
if the Cooperative Loan is a refinanced Mortgage Loan, (b) filings of financing
statements and (c) the deed of the Project into the Cooperative.
COOPERATIVE LOAN: A Mortgage Loan that is secured by Cooperative Shares
and a Proprietary Lease granting exclusive rights to occupy the related
Cooperative Apartment.
COOPERATIVE SHARES: The shares of stock issued by a Cooperative, owned
by the Mortgagor, and allocated to a Cooperative Apartment.
COVERED LOAN: A Mortgage Loan categorized as "Covered" pursuant to the
Standard & Poor's Glossary for File Format for LEVELS(R) Version 5.6, Appendix
E, as revised from time to time and in effect on each related Closing Date.
CUSTODIAL ACCOUNT: The separate account or accounts created and
maintained pursuant to Section 4.04.
CUSTODIAL AGREEMENT: The agreement governing the retention of the
originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other
Mortgage Loan Documents, a form of which is annexed hereto as Exhibit B.
CUSTODIAL MORTGAGE FILE: The items referred to as items (1), (2), (4),
(5) and (10) in Exhibit C annexed hereto to be delivered by the Company to the
Custodian on the related Closing Date with respect to a particular Mortgage
Loan, and any additional documents required to be added to the Custodial
Mortgage File and delivered to the custodian pursuant to this Agreement.
CUSTODIAN: The custodian under the Custodial Agreement, or its successor
in interest or assigns, or any successor to the Custodian under the Custodial
Agreement as provided therein.
CUT-OFF DATE: With respect to each Transaction, the first day of the
month in which the related Closing Date occurs.
DELETED MORTGAGE LOAN: A Mortgage Loan which is repurchased by the
Company in accordance with the terms of this Agreement and which is, in the case
of a substitution pursuant to Section 3.03, replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
DEPOSITOR: The depositor, as such term is defined in Regulation AB, with
respect to any Securitization Transaction.
DETERMINATION DATE: The Business Day immediately preceding the related
Remittance Date.
DUE DATE: The first day of the month on which the Monthly Payment is due
on a Mortgage Loan, exclusive of any days of grace.
DUE PERIOD: With respect to each Remittance Date, the period commencing
on the second day of the month preceding the month of the Remittance Date and
ending in the first day of the month of the Remittance Date.
ELECTRONIC DATA FILE: The final electronic file of the Mortgage Loans,
in relation to each Transaction, provided by Company to the Purchaser on or
before the related Closing Date.
ERRORS AND OMISSIONS INSURANCE POLICY: An errors and omissions insurance
policy to be maintained by the Company pursuant to Section 4.12.
ESCROW ACCOUNT: The separate account or accounts created and maintained
pursuant to Section 4.06.
ESCROW PAYMENTS: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other related
document.
EVENT OF DEFAULT: Any one of the conditions or circumstances enumerated
in Section 10.01.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
FANNIE MAE: The Federal National Mortgage Association or any successor
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FIDELITY BOND: A fidelity bond to be maintained by the Company pursuant
to Section 4.12.
FREDDIE MAC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
GROSS MARGIN: With respect to each adjustable rate Mortgage Loan, the
fixed percentage amount set forth in the related Mortgage Note which is added to
the Index in order to determine the related Interest Rate, as set forth in the
Mortgage Loan Schedule.
HIGH COST 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," "high risk home," "predatory" or similar loan
under any other applicable state, federal or local law or (c) a Mortgage Loan
categorized as "High Cost" pursuant to the Standard & Poor's Glossary for File
Format for LEVELS(R) Version 5.6, Appendix E, as revised from time to time and
in effect on each related Closing Date.
HOME LOAN: A Mortgage Loan categorized as "Home Loan" pursuant to the
Standard & Poor's Glossary for File Format for LEVELS(R) Version 5.6, Appendix
E, as revised from time to time and in effect on each related Closing Date.
INCREMENTAL INTEREST: As to any Incremental Rate Mortgage Loan, the
amount of interest accrued on such Mortgage Loan attributable to the Incremental
Rate; provided, however, that with respect to any payment of interest received
in respect of such a Mortgage Loan (whether paid by the Mortgagor or received as
Liquidation Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of such
payment of interest that bears the same relationship to the total amount of such
payment of interest as the Incremental Rate, if any, in respect of such Mortgage
Loan bears to the Mortgage Interest Rate shall be allocated to the Incremental
Interest with respect thereto.
INCREMENTAL RATE: For an Incremental Rate Mortgage Loan, the per annum
increase to the initial Mortgage Interest Rate set forth in the addendum to the
related Mortgage Note, which increase takes effect upon the occurrence of
certain specified conditions prior to the first Adjustment Date and remains in
effect until the first Adjustment Date.
INCREMENTAL RATE MORTGAGE LOAN: A Mortgage Loan for which the related
Mortgage Note includes an addendum that allows for an increase to the initial
Mortgage Interest Rate upon the occurrence of certain specified conditions.
INDEX: With respect to any adjustable rate Mortgage Loan, the index
identified on the Mortgage Loan Schedule and set forth in the related Mortgage
Note for the purpose of calculating the interest thereon.
INSURANCE PROCEEDS: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.
INTEREST ONLY MORTGAGE LOAN: A Mortgage Loan for which an interest-only
payment feature is allowed during the interest-only period set forth in the
related Mortgage Note.
LENDER PAID MORTGAGE INSURANCE POLICY OR LPMI POLICY: A PMI Policy for
which the Company pays all premiums from its own funds, without reimbursement
therefor.
LIQUIDATION PROCEEDS: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of the
related Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of the Mortgage Loan.
LOAN-TO-VALUE RATIO OR LTV: With respect to any Mortgage Loan, the ratio
of the original loan amount of the Mortgage Loan at its origination (unless
otherwise indicated) to the Appraised Value of the Mortgaged Property.
MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, or any successor in interest thereto.
MERS MORTGAGE LOAN: Any Mortgage Loan registered with MERS on the MERS
System
MERS SYSTEM: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: Mortgage Identification Number used to identify mortgage loans
registered under MERS.
MONTHLY ADVANCE: The portion of each Monthly Payment that is delinquent
with respect to each Mortgage Loan at the close of business on the Determination
Date, required to be advanced by the Company pursuant to Section 5.03 on the
Business Day immediately preceding the Remittance Date of the related month.
MONTHLY PAYMENT: The scheduled monthly payment of principal and interest
on a Mortgage Loan or in the case of an Interest Only Mortgage Loan, payments of
(i) interest, or (ii) principal and interest, if applicable, on a Mortgage Loan.
MORTGAGE: The mortgage, deed of trust or other instrument securing a
Mortgage Note, which creates a first lien on an unsubordinated estate in fee
simple in real property securing the Mortgage Note or the Pledge Agreement
securing the Mortgage Note for a Cooperative Loan.
MORTGAGE IMPAIRMENT INSURANCE POLICY: A mortgage impairment or blanket
hazard insurance policy as described in Section 4.11.
MORTGAGE INTEREST RATE: The annual rate of interest borne on a Mortgage
Note in accordance with the provisions of the Mortgage Note.
MORTGAGE LOAN: An individual mortgage loan which is the subject of this
Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan includes
without limitation the Retained Mortgage File, the Custodial Mortgage File, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan.
MORTGAGE LOAN DOCUMENTS: With respect to a Mortgage Loan, the original
related Mortgage Note with applicable addenda and riders, the original related
Security Instrument and the originals of any required addenda and riders, the
original related Assignment and any original intervening related Assignments,
the original related title insurance policy and evidence of the related PMI
Policy, if any.
MORTGAGE LOAN REMITTANCE RATE: With respect to each Mortgage Loan, the
annual rate of interest remitted to the Purchaser, which shall be equal to the
Mortgage Interest Rate minus the Servicing Fee Rate.
MORTGAGE LOAN SCHEDULE: With respect to each Transaction, a schedule of
Mortgage Loans, which shall be attached to the related Assignment and Conveyance
Agreement, setting forth the following information with respect to each Mortgage
Loan: (1) the Company's Mortgage Loan number; (2) the city state and zip code of
the Mortgaged Property; (3) a code indicating whether the Mortgaged Property is
a single family residence, two-family residence, three-family residence,
four-family residence, a Cooperative Loan, planned unit development or
condominium; (4) the current Mortgage Interest Rate; (5) the current net
Mortgage Interest Rate; (6) the current Monthly Payment; (7) the Gross Margin;
(8) the original term to maturity; (9) the scheduled maturity date; (10) the
principal balance of the Mortgage Loan as of the related Cut-off Date after
deduction of payments of principal due on or before the related Cut-off Date
whether or not collected; (11) the Loan-to-Value; (12) the next Adjustment Date;
(13) the lifetime Mortgage Interest Rate cap; (14) whether the Mortgage Loan is
convertible or not; (15) a code indicating the mortgage guaranty insurance
company; (16) a code indicating whether the Mortgage Loan contains pledged
assets; (17) a code indicating whether the Mortgage Loan has balloon payments;
(18) a code indicating whether the Mortgage Loan is an Interest Only Mortgage
Loan; (16) a field indicating whether the Mortgage Loan is a Home Loan; and (17)
the Servicing Fee.
MORTGAGE NOTE: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.
MORTGAGED PROPERTY: The real property securing repayment of the debt
evidenced by a Mortgage Note, or with respect to a Cooperative Loan, the
Cooperative Apartment.
MORTGAGOR: The obligor on a Mortgage Note.
OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the Board
or the Vice Chairman of the Board or the President or a Vice President or an
Assistant Vice President and certified by the Treasurer or the Secretary or one
of the Assistant Treasurers or Assistant Secretaries of the Company, and
delivered to the Purchaser as required by this Agreement.
OPINION OF COUNSEL: A written opinion of counsel, who may be an employee
of the Company, reasonably acceptable to the Purchaser.
PERIODIC INTEREST RATE CAP: As to each adjustable rate Mortgage Loan,
the maximum increase or decrease in the Mortgage Interest Rate on any Adjustment
Date pursuant to the terms of the Mortgage Note.
PERSON: Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof.
PLEDGE AGREEMENT: With respect to a Cooperative Loan, the specific
agreement creating a first lien on and pledge of the Cooperative Shares and the
appurtenant Proprietary Lease.
PLEDGE INSTRUMENTS: With respect to a Cooperative Loan, the Stock Power,
the Assignment of the Proprietary Lease and the Assignment of the Mortgage Note
and Pledge Agreement.
PMI POLICY: A policy of primary mortgage guaranty insurance evidenced by
an electronic form and certificate number issued by a Qualified Insurer, as
required by this Agreement with respect to certain Mortgage Loans.
PRIME RATE: The prime rate announced to be in effect from time to time,
as published as the average rate in THE WALL STREET JOURNAL.
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date, including
any prepayment penalty or premium thereon and which is not accompanied by an
amount of interest representing scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment.
PRINCIPAL PREPAYMENT PERIOD: The month preceding the month in which the
related Remittance Date occurs.
PROJECT: With respect to a Cooperative Loan, all real property owned by
the related Cooperative including the land, separate dwelling units and all
common areas.
PROPRIETARY LEASE: With respect to a Cooperative Loan, a lease on a
Cooperative Apartment evidencing the possessory interest of the Mortgagor in
such Cooperative Apartment.
PURCHASER: EMC Mortgage Corporation, or its successor in interest or any
successor to the Purchaser under this Agreement as herein provided.
PURCHASE PRICE: The purchase price for each Loan Package shall be as
stated in the related Commitment Letter.
QUALIFIED CORRESPONDENT: Any Person from which the Company purchased
Mortgage Loans, provided that the following conditions are satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement between the Company and
such Person that contemplated that such person would underwrite mortgage loans
from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines
that do not vary materially from such Designated Guidelines; (ii) such Mortgage
Loans were in fact underwritten as described in clause (i) above and were
acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the
Mortgage Loans for the Company's own account or (y) the Designated Guidelines
were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans
to be purchased by the Company; and (iv) the Company employed, at the time such
Mortgage Loans were acquired by the Company, pre-purchased or post-purchased
quality assurance procedures (which may involve, among other things, review of a
sample or mortgage loans purchased during a particular time period or through
particular channels) designed to ensure that Persons from which it purchased
mortgage loans properly applied the underwriting criteria designated by the
Company.
QUALIFIED DEPOSITORY: A deposit account or accounts maintained with a
federal or state chartered depository institution the deposits in which are
insured by the FDIC to the applicable limits and the short-term unsecured debt
obligations of which (or, in the case of a depository institution that is a
subsidiary of a holding company, the short-term unsecured debt obligations of
such holding company) are rated A-1 by Standard & Poor's Ratings Group or
Prime-1 by Moody's Investors Service, Inc. (or a comparable rating if another
rating agency is specified by the Purchaser by written notice to the Company) at
the time any deposits are held on deposit therein.
QUALIFIED INSURER: A mortgage guaranty insurance company duly authorized
and licensed where required by law to transact mortgage guaranty insurance
business and approved as an insurer by Fannie Mae or Freddie Mac.
QUALIFIED SUBSTITUTE MORTGAGE LOAN: A mortgage loan eligible to be
substituted by the Company for a Deleted Mortgage Loan which must, on the date
of such substitution, (i) have an outstanding principal balance, after deduction
of all scheduled payments due in the month of substitution (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of
the Deleted Mortgage Loan; (ii) have a Mortgage Loan Remittance Rate not less
than and not more than two percent (2%) greater than the Mortgage Loan
Remittance Rate of the Deleted Mortgage Loan; (iii) have a remaining term to
maturity not greater than and not more than one year less than that of the
Deleted Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan and
(v) comply with each representation and warranty set forth in Sections 3.01 and
3.02.
RATING AGENCY/AGENCIES: Any nationally recognized statistical Rating
Agency, or its successors, including Standard & Poor's, a division of The
McGraw-Hill Companies, Moody's Investors Service, Inc. and Fitch Ratings.
RECOGNITION AGREEMENT: An agreement whereby a Cooperative and a lender
with respect to a Cooperative Loan (i) acknowledge that such lender may make, or
intends to make, such Cooperative Loan, and (ii) make certain agreements with
respect to such Cooperative Loan.
RECONSTITUTION: Any Securitization Transaction or Whole Loan Transfer.
RECONSTITUTION AGREEMENT: The agreement or agreements entered into by
the Company and the Purchaser and/or certain third parties on the Reconstitution
Date or Dates with respect to any or all of the Mortgage Loans serviced
hereunder, in connection with a Whole Loan Transfer or Securitization
Transaction.
RECONSTITUTION DATE: The date on which any or all of the Mortgage Loans
serviced under this Agreement may be removed from this Agreement and
reconstituted as part of a Securitization Transaction, Agency Transfer or Whole
Loan Transfer pursuant to Section 9.01 hereof. The Reconstitution Date shall be
such date as the Purchaser shall designate.
REGULATION AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC PROVISIONS: Provisions of the federal income tax law relating to a
REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter 1,
Subtitle A of the Code, and related provisions, regulations, rulings or
pronouncements promulgated thereunder, as the foregoing may be in effect from
time to time.
REMITTANCE DATE: The 18th day (or if such 18th day is not a Business
Day, the first Business Day immediately following) of any month.
REO DISPOSITION: The final sale by the Company of any REO Property.
REO DISPOSITION PROCEEDS: All amounts received with respect to an REO
Disposition pursuant to Section 4.16.
REO PROPERTY: A Mortgaged Property acquired by the Company on behalf of
the Purchaser through foreclosure or by deed in lieu of foreclosure, as
described in Section 4.16.
REPURCHASE PRICE: Unless agreed otherwise by the Purchaser and the
Company, a price equal to (i) the Stated Principal Balance of the Mortgage Loan
plus (ii) interest on such Stated Principal Balance at the Mortgage Loan
Remittance Rate from the date on which interest has last been paid and
distributed to the Purchaser through the last day of the month in which such
repurchase takes place, less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for
distribution in the month of repurchase.
RETAINED MORTGAGE FILE: The items referred to as items (3), (6), (7),
(8) and (9) in Exhibit C annexed hereto with respect to a particular Mortgage
Loan that are not required to be delivered to the Custodian pursuant to this
Agreement, and any additional documents required to be added to the Retained
Mortgage File pursuant to this Agreement.
SECURITIES ACT: The Securities Act of 1933, as amended.
SECURITIZATION TRANSACTION: Any transaction involving either (a) a sale
or other transfer of some or all of the Mortgage Loans directly or indirectly to
an issuing entity in connection with an issuance of publicly offered or
privately placed, rated or unrated mortgage-backed securities or (b) an issuance
of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more
portfolios of residential mortgage loans consisting, in whole or in part, of
some or all of the Mortgage Loans.
SERVICER: As defined in Section 9.01(e)(iii).
SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket" costs and expenses other than Monthly Advances (including reasonable
attorney's fees and disbursements) incurred in the performance by the Company of
its servicing obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement or judicial proceedings, including foreclosures, (c) the management
and liquidation of any REO Property and (d) compliance with the obligations
under Section 4.08 and 4.10 (excluding the Company's obligations to pay the
premiums on LPMI Policies).
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: With respect to each Mortgage Loan, the amount of the
annual fee the Purchaser shall pay to the Company, which shall, for a period of
one full month, be equal to one-twelfth of the product of (a) the Servicing Fee
Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee
shall be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is
received. The obligation of the Purchaser to pay the Servicing Fee is limited
to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds, to the
extent permitted by Section 4.05) of such Monthly Payment collected by the
Company, or as otherwise provided under Section 4.05.
SERVICING FEE RATE: The per annum percentage for each Mortgage Loan, as
stated in the Commitment Letter.
SERVICING FILE: With respect to each Mortgage Loan, the file retained by
the Company consisting of originals of all documents in the Retained Mortgage
File which are not delivered to the Custodian and copies of the Mortgage Loan
Documents listed in the Custodial Agreement the originals of which are delivered
to the Custodian pursuant to Section 2.03.
SERVICING OFFICER: Any officer of the Company involved in or responsible
for the administration and servicing of the Mortgage Loans whose name appears on
a list of servicing officers furnished by the Company to the Purchaser upon
request, as such list may from time to time be amended.
STATED PRINCIPAL BALANCE: As to each Mortgage Loan, (i) the principal
balance of the Mortgage Loan at the related Cut-off Date after giving effect to
payments of principal due on or before such date, whether or not received, minus
(ii) all amounts previously distributed to the Purchaser with respect to the
related Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
STATIC POOL INFORMATION: Static pool information as described in Item
1105(a)(1)-(3) and 1105(c) of Regulation AB.
STOCK CERTIFICATE: With respect to a Cooperative Loan, a certificate
evidencing ownership of the Cooperative Shares issued by the Cooperative.
STOCK POWER: With respect to a Cooperative Loan, an assignment of the
Stock Certificate or an assignment of the Cooperative Shares issued by the
Cooperative.
SUBCONTRACTOR: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
Company or a Subservicer.
SUBSERVICER: Any Person that services Mortgage Loans on behalf of the
Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Company under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB.
SUBSIDY ACCOUNT: An account maintained by the Company specifically to
hold all Subsidy Funds to be applied to individual Subsidy Loans.
SUBSIDY FUNDS: With respect to any Subsidy Loans, funds contributed by
the employer of a Mortgagor in order to reduce the payments required from the
Mortgagor for a specified period in specified amounts.
SUBSIDY LOAN: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the related Electronic Data File.
THIRD-PARTY ORIGINATOR: Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the Company.
TIME$AVER(R) MORTGAGE LOAN: A Mortgage Loan which has been refinanced
pursuant to a Company program that allows a rate/term refinance of an existing
Company serviced loan with minimal documentation.
WHOLE LOAN TRANSFER: Any sale or transfer of some or all of the Mortgage
Loans by the Purchaser to a third party, which sale or transfer is not a
Securitization Transaction or Agency Transfer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS
Section 2.01 CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF CUSTODIAL
MORTGAGE FILES; MAINTENANCE OF RETAINED MORTGAGE FILES AND
SERVICING FILES.
Pursuant to an Assignment and Conveyance Agreement, on the related
Closing Date, the Company, simultaneously with the payment of the Purchase Price
by the Purchaser, shall thereby sell, transfer, assign, set over and convey to
the Purchaser, without recourse, but subject to the terms of this Agreement and
the related Assignment and Conveyance Agreement, all the right, title and
interest of the Company in and to the Mortgage Loans listed on the respective
Mortgage Loan Schedule annexed to such Assignment and Conveyance Agreement,
together with the Retained Mortgage Files and Custodial Mortgage Files and all
rights and obligations arising under the documents contained therein. Pursuant
to Section 2.03, the Company shall deliver the Custodial Mortgage File for each
Mortgage Loan comprising the related Loan Package to the Custodian.
The contents of each Retained Mortgage File not delivered to the
Custodian are and shall be held in trust by the Company for the benefit of the
Purchaser as the owner thereof. The Company shall maintain a Servicing File
consisting of a copy of the contents of each Custodial Mortgage File and the
originals of the documents in each Retained Mortgage File not delivered to the
Custodian. The possession of each Retained Mortgage File and Servicing File by
the Company is at the will of the Purchaser for the sole purpose of servicing
the related Mortgage Loan, and such retention and possession by the Company is
in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership
of each Mortgage Note, the related Mortgage and the related Custodial Mortgage
File and Servicing File shall vest immediately in the Purchaser, and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of the Company shall vest
immediately in the Purchaser and shall be retained and maintained by the
Company, in trust, at the will of the Purchaser and only in such custodial
capacity. The Company shall release its custody of the contents of any Servicing
File only in accordance with written instructions from the Purchaser, unless
such release is required as incidental to the Company's servicing of the
Mortgage Loans or is in connection with a repurchase of any Mortgage Loan
pursuant to Section 3.03 or 6.02. All such costs associated with the release,
transfer and re-delivery to the Company shall be the responsibility of the
Purchaser other than any related recording costs (especially in instances of
breach).
In addition, in connection with the assignment of any MERS Mortgage
Loan, the Company agrees that it will cause, the MERS(R) System to indicate that
such Mortgage Loans have been assigned by the Company to the Purchaser in
accordance with this Agreement by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with this Agreement) in such
computer files the information required by the MERS(R) System to identify the
Purchaser as beneficial owner of such Mortgage Loans.
Section 2.02 BOOKS AND RECORDS; TRANSFERS OF MORTGAGE LOANS.
From and after the sale of the Mortgage Loans to the Purchaser in the
related Loan Package on each Closing Date, all rights arising out of such
Mortgage Loans including but not limited to all funds received on or in
connection with such Mortgage Loans, shall be received and held by the Company
in trust for the benefit of the Purchaser as owner of such Mortgage Loans, and
the Company shall retain record title to the related Mortgages for the sole
purpose of facilitating the servicing and the supervision of the servicing of
such Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's
balance sheet and other financial statements as a sale of assets by the Company.
The Company shall be responsible for maintaining, and shall maintain, a complete
set of books and records for each Mortgage Loan which shall be marked clearly to
reflect the ownership of each Mortgage Loan by the Purchaser. In particular, the
Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee, and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of Fannie Mae or Freddie Mac, including but not
limited to documentation as to the method used in determining the applicability
of the provisions of the Flood Disaster Protection Act of 1973, as amended, to
the Mortgaged Property, documentation evidencing insurance coverage and
eligibility of any condominium project for approval by Fannie Mae or Freddie Mac
and records of periodic inspections as required by Section 4.13. To the extent
that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company
may be in the form of microfilm or microfiche or such other reliable means of
recreating original documents, including but not limited to, optical imagery
techniques so long as the Company complies with the requirements of the Fannie
Mae Selling and Servicing Guide, as amended from time to time.
The Company shall maintain with respect to each Mortgage Loan and shall
make available for inspection by any Purchaser or its designee the related
Servicing File during the time the Purchaser retains ownership of such Mortgage
Loan and thereafter in accordance with applicable laws and regulations.
The Company shall keep at its servicing office books and records in
which, subject to such reasonable regulations as it may prescribe, the Company
shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be
made unless such transfer is in compliance with the terms hereof. For the
purposes of this Agreement, the Company shall be under no obligation to deal
with any Person with respect to this Agreement or the Mortgage Loans unless the
books and records show such Person as the owner of the Mortgage Loan. The
Purchaser may, subject to the terms of this Agreement, sell and transfer one or
more of the Mortgage Loans. The Purchaser also shall advise the Company of the
transfer. Upon receipt of notice of the transfer, the Company shall mark its
books and records to reflect the ownership of the Mortgage Loans of such
assignee, and shall release the previous Purchaser from its obligations
hereunder with respect to the Mortgage Loans sold or transferred. Such
notification of a transfer shall include a final loan schedule which shall be
received by the Company no fewer than five (5) Business Days before the last
Business Day of the month. If such notification is not received as specified
above, the Company's duties to remit and report as required by Section 5 shall
begin with the next Due Period.
Section 2.03 CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS.
On each Closing Date with respect to each Mortgage Loan comprising the
related Loan Package, the Company shall deliver and release to the Custodian the
related Custodial Mortgage File as set forth in Exhibit C attached hereto.
The Custodian shall certify its receipt of any Mortgage Loan Documents
actually received on or prior to such Closing Date and as required to be
delivered pursuant to the Custodial Agreement, as evidenced by the Initial
Certification of the Custodian in the form annexed to the Custodial Agreement.
The Purchaser will be responsible for the fees and expenses of the Custodian.
Upon the Purchaser's request, the Company shall deliver to Purchaser or
its designee within ten (10) days after such request such contents of the
Retained Mortgage file so requested. In the event that the company fails to
deliver to the Purchaser or its designee the requested contents of the Retained
Mortgage File within such ten-day period, and if the Company does not cure such
failure within five (5) days following receipt of written notification of such
failure, the Company shall repurchase each related Mortgage Loan at the price
and in the manner specified in Section 3.03.
The Company shall forward to the Custodian original documents evidencing
an assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with Section 4.01 or 6.01 within one week of their
execution, provided, however, that the Company shall provide the Custodian with
a certified true copy of any such document submitted for recordation within ten
(10) days of its execution, and shall provide the original of any document
submitted for recordation or a copy of such document certified by the
appropriate public recording office to be a true and complete copy of the
original within sixty days of its submission for recordation.
In the event the public recording office is delayed in returning any
original document which the Company is required to deliver at any time to the
Custodian in accordance with the terms of the Custodial Agreement or which the
Company is required to maintain in the related Retained Mortgage File, the
Company shall deliver to the Custodian or to the Retained Mortgage File, as
applicable, within 240 days of its submission for recordation, a copy of such
document and an Officer's Certificate, which shall (i) identify the recorded
document; (ii) state that the recorded document has not been delivered to the
Custodian due solely to a delay by the public recording office, (iii) state the
amount of time generally required by the applicable recording office to record
and return a document submitted for recordation, and (iv) specify the date the
applicable recorded document will be delivered to the Custodian. The Company
will be required to deliver such document to the Custodian or to the Retained
Mortgage File, as applicable, by the date specified in (iv) above. An extension
of the date specified in (iv) above may be requested from the Purchaser, which
consent shall not be unreasonably withheld.
In the event that new, replacement, substitute or additional Stock
Certificates are issued with respect to existing Cooperative Shares, the Company
immediately shall deliver to the Custodian the new Stock Certificates, together
with the related Stock Powers in blank. Such new Stock Certificates shall be
subject to the related Pledge Instruments and shall be subject to all of the
terms, covenants and conditions of this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
Section 3.01 COMPANY REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants to the Purchaser that, as of
the related Closing Date:
(a) DUE ORGANIZATION AND AUTHORITY.
The Company is a national banking association duly organized,
validly existing and in good standing under the laws of the
United States and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in
good standing in each state where a Mortgaged Property is located
if the laws of such state require licensing or qualification in
order to conduct business of the type conducted by the Company,
and in any event the Company is in compliance with the laws of
any such state to the extent necessary to ensure the
enforceability of the related Mortgage Loan and the servicing of
such Mortgage Loan in accordance with the terms of this
Agreement; the Company has the full power and authority to
execute and deliver this Agreement and to perform in accordance
herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered
pursuant to this Agreement) by the Company and the consummation
of the transactions contemplated hereby have been duly and
validly authorized; this Agreement evidences the valid, binding
and enforceable obligation of the Company; and all requisite
action has been taken by the Company to make this Agreement valid
and binding upon the Company in accordance with its terms;
(b) ORDINARY COURSE OF BUSINESS.
The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Company,
who is in the business of selling and servicing loans, and the
transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Company pursuant to this Agreement are not
subject to the bulk transfer or any similar statutory provisions
in effect in any applicable jurisdiction;
(c) NO CONFLICTS.
Neither the execution and delivery of this Agreement, the
acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser or the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement will conflict with or result in a
breach of any of the terms, articles of incorporation or by-laws
or any legal restriction or any agreement or instrument to which
the Company is now a party or by which it is bound, or constitute
a default or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Company or its
property is subject, or impair the ability of the Purchaser to
realize on the Mortgage Loans, or impair the value of the
Mortgage Loans;
(d) ABILITY TO SERVICE.
The Company is an approved seller/servicer of conventional
residential mortgage loans for Fannie Mae or Freddie Mac, with
the facilities, procedures, and experienced personnel necessary
for the sound servicing of mortgage loans of the same type as the
Mortgage Loans. The Company is in good standing to sell mortgage
loans to and service mortgage loans for Fannie Mae or Freddie
Mac, and no event has occurred, including but not limited to a
change in insurance coverage, which would make the Company unable
to comply with Fannie Mae or Freddie Mac eligibility requirements
or which would require notification to either Fannie Mae or
Freddie Mac;
(e) REASONABLE SERVICING FEE.
The Company acknowledges and agrees that the Servicing Fee
represents reasonable compensation for performing such services
and that the entire Servicing Fee shall be treated by the
Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to
this Agreement;
(f) ABILITY TO PERFORM.
The Company does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant
contained in this Agreement. The Company is solvent and the sale
of the Mortgage Loans will not cause the Company to become
insolvent. The sale of the Mortgage Loans is not undertaken to
hinder, delay or defraud any of the Company's creditors;
(g) NO LITIGATION PENDING.
There is no action, suit, proceeding or investigation pending or
threatened against the Company which, either in any one instance
or in the aggregate, may result in any material adverse change in
the business, operations, financial condition, properties or
assets of the Company, or in any material impairment of the right
or ability of the Company to carry on its business substantially
as now conducted, or in any material liability on the part of the
Company, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be
contemplated herein, or which would be likely to impair
materially the ability of the Company to perform under the terms
of this Agreement;
(h) NO CONSENT REQUIRED.
No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the
Company with this Agreement or the sale of the Mortgage Loans as
evidenced by the consummation of the transactions contemplated by
this Agreement, or if required, such approval has been obtained
prior to the related Closing Date;
(i) SELECTION PROCESS.
The Mortgage Loans were selected from among either the
outstanding fixed rate or adjustable rate one- to four-family
mortgage loans in the Company's mortgage banking portfolio at the
related Closing Date as to which the representations and
warranties set forth in Section 3.02 could be made and such
selection was not made in a manner so as to affect adversely the
interests of the Purchaser;
(j) NO UNTRUE INFORMATION.
Neither this Agreement nor any statement, report or other
document furnished or to be furnished pursuant to this Agreement
or in connection with the transactions contemplated hereby
contains any untrue statement of fact or omits to state a fact
necessary to make the statements contained therein not
misleading;
(k) SALE TREATMENT.
The Company has determined that the disposition of the Mortgage
Loans pursuant to this Agreement will be afforded sale treatment
for accounting and tax purposes;
(l) NO MATERIAL CHANGE.
There has been no material adverse change in the business,
operations, financial condition or assets of the Company since
the date of the Company's most recent financial statements;
(m) NO BROKERS' FEES.
The Company has not dealt with any broker, investment banker,
agent or other Person that may be entitled to any commission or
compensation in the connection with the sale of the Mortgage
Loans; and
(n) MERS.
The Company is a member of MERS in good standing.
Section 3.02 REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS.
As to each Mortgage Loan, the Company hereby represents and warrants to
the Purchaser that as of the related Closing Date:
(a) MORTGAGE LOANS AS DESCRIBED.
The information set forth in the respective Mortgage Loan
Schedule and the information contained on the respective
Electronic Data File delivered to the Purchaser is true and
correct;
(b) PAYMENTS CURRENT.
All payments required to be made up to the related Cut-off Date
for the Mortgage Loan under the terms of the Mortgage Note have
been made and credited. No payment under any Mortgage Loan has
been thirty (30) days delinquent more than one time within twelve
(12) months prior to the related Closing Date;
(c) NO OUTSTANDING CHARGES.
There are no defaults in complying with the terms of the
Mortgages, and all taxes, governmental assessments, insurance
premiums, leasehold payments, water, sewer and municipal charges,
which previously became due and owing have been paid, or an
escrow of funds has been established in an amount sufficient to
pay for every such item which remains unpaid and which has been
assessed but is not yet due and payable. The Seller has not
advanced funds, or induced, solicited directly or indirectly, the
payment of any amount required under the Mortgage Loan, 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 one month the Due Date of the
first installment of principal and interest;
(d) ORIGINAL TERMS UNMODIFIED.
The terms of the Mortgage Note and Mortgage have not been
impaired, waived, altered or modified in any respect, except by a
written instrument which has been recorded, if necessary to
protect the interests of the Purchaser and which has been
delivered to the Custodian. The substance of any such waiver,
alteration or modification has been approved by the issuer of any
related PMI Policy and the title insurer, to the extent required
by the policy, and its terms are reflected on the related
Mortgage Loan Schedule. No Mortgagor has been released, in whole
or in part, except in connection with an assumption agreement
approved by the issuer of any related PMI Policy and the title
insurer, to the extent required by the policy, and which
assumption agreement was delivered to the Custodian pursuant to
the terms of the Custodial Agreement;
(e) NO DEFENSES.
The Mortgage Loan is not subject to any right of rescission,
set-off, counterclaim or defense, including without limitation
the defense of usury, nor will the operation of any of the terms
of the Mortgage Note or the Mortgage, or the exercise of any
right thereunder, render either the Mortgage Note or the Mortgage
unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect
thereto;
(f) NO SATISFACTION OF MORTGAGE.
The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in
part, nor has any instrument been executed that would effect any
such release, cancellation, subordination or rescission;
(g) VALIDITY OF MORTGAGE DOCUMENTS.
The Mortgage Note and the Mortgage and related documents are
genuine, and each is the legal, valid and binding obligation of
the maker thereof enforceable in accordance with its terms. All
parties to the Mortgage Note and the Mortgage had legal capacity
to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the
Mortgage have been duly and properly executed by such parties;
With respect to each Cooperative Loan, the Mortgage Note, the
Mortgage, the Pledge Agreement, and related documents are
genuine, and each is the legal, valid and binding obligation of
the maker thereof enforceable in accordance with its terms. All
parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
the Proprietary Lease, the Stock Power, Recognition Agreement and
the Assignment of Proprietary Lease had legal capacity to enter
into the Mortgage Loan and to execute and deliver such documents,
and such documents have been duly and properly executed by such
parties;
(h) NO FRAUD.
No error, omission, misrepresentation, negligence, fraud or
similar occurrence with respect to a Mortgage Loan has taken
place on the part of the Company, or the Mortgagor, or to the
best of the Company's knowledge, any appraiser, any builder, or
any developer, or any other party involved in the origination of
the Mortgage Loan or in the application of any insurance in
relation to such Mortgage Loan;
(i) COMPLIANCE WITH APPLICABLE LAWS.
Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit and privacy
protection, equal credit opportunity, disclosure or predatory and
abusive lending laws applicable to the Mortgage Loan have been
complied with, and the Company shall maintain in its possession,
available for the Purchaser's inspection, and shall deliver to
the Purchaser upon demand, evidence of compliance with all such
requirements. 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;
(j) LOCATION AND TYPE OF MORTGAGED PROPERTY.
The Mortgaged Property is located in the state identified in the
related Mortgage Loan Schedule and consists of a single,
contiguous parcel of real property with a detached single family
residence erected thereon, or a two- to four-family dwelling, or
an individual condominium unit in a condominium project, or a
Cooperative Apartment, or an individual unit in a planned unit
development or a townhouse, provided, however, that any
condominium project or planned unit development shall conform
with the applicable Fannie Mae requirements, or the underwriting
guidelines of the company, regarding such dwellings, and no
residence or dwelling is a mobile home. As of the respective date
of the appraisal for each Mortgaged Property, any Mortgaged
Property being used for commercial purposes conforms to the
underwriting guidelines of the Company and, to the best of the
Company's knowledge, since the date of such appraisal, no portion
of the Mortgage Property has been used for commercial purposes
outside of the underwriting guidelines of the Company;
(k) VALID FIRST LIEN.
The Mortgage is a valid, subsisting and enforceable first lien on
the Mortgaged Property, including all buildings on the Mortgaged
Property and all installations and mechanical, electrical,
plumbing, heating and air conditioning systems located in or
annexed to such buildings, and all additions, alterations and
replacements made at any time with respect to the foregoing. The
lien of the Mortgage is subject only to:
(1) the lien of current real property taxes and assessments
not yet due and payable;
(2) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the
date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the
lender's title insurance policy delivered to the
originator of the Mortgage Loan and (i) referred to or
otherwise considered in the appraisal made for the
originator of the Mortgage Loan and (ii) which do not
adversely affect the Appraised Value of the Mortgaged
Property set forth in such appraisal; and
(3) other matters to which like properties are commonly
subject which do not materially interfere with the
benefits of the security intended to be provided by the
mortgage or the use, enjoyment, value or marketability of
the related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting and enforceable first
lien and first priority security interest on the property
described therein and the Company has full right to sell and
assign the same to the Purchaser;
With respect to each Cooperative Loan, each Pledge Agreement
creates a valid, enforceable and subsisting first security
interest in the Cooperative Shares and Proprietary Lease, subject
only to (i) the lien of the related Cooperative for unpaid
assessments representing the Mortgagor's pro rata share of the
Cooperative's payments for its blanket mortgage, current and
future real property taxes, insurance premiums, maintenance fees
and other assessments to which like collateral is commonly
subject and (ii) other matters to which like collateral is
commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Pledge
Agreement; provided, however, that the appurtenant Proprietary
Lease may be subordinated or otherwise subject to the lien of any
mortgage on the Project;
(l) FULL DISBURSEMENT OF PROCEEDS.
The proceeds of the Mortgage Loan have been fully disbursed,
except for escrows established or created due to seasonal weather
conditions, and there is no requirement for future advances
thereunder. All costs, fees and expenses incurred in making or
closing the Mortgage Loan and the recording of the Mortgage were
paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage;
(m) CONSOLIDATION OF FUTURE ADVANCES.
Any future advances made prior to the related Cut-off Date, have
been consolidated with the outstanding principal amount secured
by the Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single repayment
term reflected on the related Mortgage Loan Schedule. The lien of
the Mortgage securing the consolidated principal amount is
expressly insured as having first lien priority by a title
insurance policy, an endorsement to the policy insuring the
mortgagee's consolidated interest or by other title evidence
acceptable to Fannie Mae or Freddie Mac; the consolidated
principal amount does not exceed the original principal amount of
the Mortgage Loan; the Seller shall not make future advances
after the related Cut-Off Date;
(n) OWNERSHIP.
The Company is the sole owner of record and holder of the
Mortgage Loan and the related Mortgage Note and the Mortgage are
not assigned or pledged, and the Company has good and marketable
title thereto and has full right and authority to transfer and
sell the Mortgage Loan to the Purchaser. The Company is
transferring the Mortgage Loan free and clear of any and all
encumbrances, liens, pledges, equities, participation interests,
claims, charges or security interests of any nature encumbering
such Mortgage Loan;
(o) ORIGINATION/DOING BUSINESS.
The Mortgage Loan was originated by a savings and loan
association, a savings bank, a commercial bank, a credit union,
an insurance company, or similar institution which is supervised
and examined by a federal or state authority or by a mortgagee
approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act. All
parties which have had any interest in the Mortgage Loan, whether
as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were)
(1) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged
Property is located, and (2) organized under the laws of such
state, or (3) qualified to do business in such state, or (4)
federal savings and loan associations or national banks having
principal offices in such state, or (5) not doing business in
such state;
(p) LTV, PMI POLICY.
Each Mortgage Loan has an LTV as set forth in the related
Mortgage Loan Schedule and related Electronic Data File. Except
as indicated on the Electronic Data File, those Mortgage Loans
with an LTV greater than 80% at the time of origination, a
portion of the unpaid principal balance of the Mortgage Loan is
and will be insured as to payment defaults by a PMI Policy. If
the Mortgage Loan is insured by a PMI Policy for which the
Mortgage pays all premiums, the coverage will remain in place
until (i) the LTV is decreased to 78% or (ii) the PMI Policy is
otherwise terminated pursuant to the Homeowners Protection Act of
1998, 12 USC 4901, et seq. All provisions of such PMI Policy and
LPMI Policy have been and are being complied with, such PMI
Policy and LPMI Policy is in full force and effect, and all
premiums due thereunder have been paid. The Qualified Insurer has
a claims paying ability acceptable to Fannie Mae or Freddie Mac.
Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor
or in the case of an LPMI Policy, obligates the Company,
thereunder to maintain the PMI Policy or LPMI Policy and to pay
all premiums and charges in connection therewith. The Mortgage
Interest Rate for the Mortgage Loan as set forth on the related
Mortgage Loan Schedule is net of any such insurance premium. No
prior holder of the Mortgage, including the Company, has done, by
act or omission, anything which would impair the coverage of such
PMI Policy or LPMI Policy;
(q) TITLE INSURANCE.
The Mortgage Loan is covered by an ALTA lender's title insurance
policy or other generally acceptable form of policy of insurance
acceptable to Fannie Mae or Freddie Mac, issued by a title
insurer acceptable to Fannie Mae or Freddie Mac and qualified to
do business in the jurisdiction where the Mortgaged Property is
located, insuring the Company, its successors and assigns, as to
the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan, subject only to the exceptions
contained in clauses (1), (2) and (3) of Paragraph (k) of this
Section 3.02, and against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the
Mortgage providing for adjustment to the Mortgage Interest Rate
and Monthly Payment. The Company is the sole insured of such
lender's title insurance policy, and such lender's title
insurance policy is in full force and effect and will be in force
and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's
title insurance policy, and no prior holder of the Mortgage,
including the Company, has done, by act or omission, anything
which would impair the coverage of such lender's title insurance
policy;
(r) NO DEFAULTS.
There is no default, breach, violation or event of acceleration
existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration
of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, and neither the Company nor
its predecessors have waived any default, breach, violation or
event of acceleration;
(s) NO MECHANICS' LIENS.
There are no mechanics' or similar liens or claims which have
been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens)
affecting the related Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the
related Mortgage which are not insured against by the title
insurance policy referenced in Paragraph (q) above;
(t) LOCATION OF IMPROVEMENTS; NO ENCROACHMENTS.
Except as insured against by the title insurance policy
referenced in Paragraph (q) above, all improvements which were
considered in determining the Appraised Value of the Mortgaged
Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property and no improvements
on adjoining properties encroach upon the Mortgaged Property. No
improvement located on or being part of the Mortgaged Property is
in violation of any applicable zoning law or regulation;
(u) PAYMENT TERMS.
Except with respect to the Interest Only Mortgage Loans,
principal payments commenced no more than 60 days after the funds
were disbursed to the Mortgagor in connection with the Mortgage
Loan. The Mortgage Loans have an original term to maturity of not
more than 30 years, with interest payable in arrears on the first
day of each month. As to each adjustable rate Mortgage Loan on
each applicable Adjustment Date, the Mortgage Interest Rate will
be adjusted to equal the sum of the Index plus the applicable
Gross Margin, rounded up or down to the nearest multiple of
0.125% indicated by the Mortgage Note; provided that the Mortgage
Interest Rate will not increase or decrease by more than 2.00% on
any Adjustment Date, and will in no event exceed the maximum
Mortgage Interest Rate or be lower than the minimum Mortgage
Interest Rate listed on the Mortgage Loan Schedule for such
Mortgage Loan. Each adjustable rate Mortgage Note requires a
monthly payment which is sufficient, during the period prior to
the first adjustment to the Mortgage Interest Rate, to fully
amortize the outstanding principal balance as of the first day of
such period over the then remaining term of such Mortgage Note
and to pay interest at the related Mortgage Interest Rate;
provided however, with respect to any Interest Only Mortgage
Loans, the Mortgage Note allows a Monthly Payment of interest
only during the period prior to the first Adjustment Date and
upon the first adjustment to the Mortgage Interest Rate, the
Mortgage Note requires a Monthly Payment of principal and
interest, sufficient to fully amortize the outstanding principal
balance over the then remaining term of such Mortgage Loan. As to
each adjustable rate Mortgage Loan, if the related Mortgage
Interest Rate changes on an adjustment date, the then outstanding
principal balance will be reamortized over the remaining life of
such Mortgage Loan. No Mortgage Loan contains terms or provisions
which would result in negative amortization;
(v) CUSTOMARY PROVISIONS.
The Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (i) in
the case of a Mortgage designated as a deed of trust, by
trustee's sale, and (ii) otherwise by judicial foreclosure. There
is no homestead or other exemption available to a Mortgagor which
would interfere with the right to sell the Mortgaged Property at
a trustee's sale or the right to foreclose the Mortgage;
(w) OCCUPANCY OF THE MORTGAGED PROPERTY.
As of the date of origination, the Mortgaged Property was
lawfully occupied under applicable law;
(x) NO ADDITIONAL COLLATERAL.
The Mortgage Note is not and has not been secured by any
collateral, pledged account, except as indicated on the
Electronic Data File, or other security except the lien of the
corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to in
(k) above;
(y) DEEDS OF TRUST.
In the event the Mortgage constitutes a deed of trust, a trustee,
duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses are or will become payable by
the Mortgagee to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor;
(z) ACCEPTABLE INVESTMENT.
The Company has no knowledge of any circumstances or conditions
with respect to the Mortgage Loan, the Mortgaged Property, the
Mortgagor or the Mortgagor's credit standing that can reasonably
be expected to cause private institutional investors to regard
the Mortgage Loan as an unacceptable investment, cause the
Mortgage Loan to become delinquent, or adversely affect the value
or marketability of the Mortgage Loan;
(aa) TRANSFER OF MORTGAGE LOANS.
If the Mortgage Loan is not a MERS Mortgage Loan, the Assignment
upon the insertion of the name of the assignee and recording
information is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged
Property is located;
(bb) MORTGAGED PROPERTY UNDAMAGED.
The Mortgaged Property is undamaged by waste, fire, earthquake or
earth movement, windstorm, flood, tornado or other casualty 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;
(cc) COLLECTION PRACTICES; ESCROW DEPOSITS.
The origination and collection practices used with respect to the
Mortgage Loan have been in accordance with Accepted Servicing
Practices, and have been in all material respects legal and
proper. With respect to escrow deposits and Escrow Payments, all
such payments are in the possession of the Company and there
exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. All Escrow
Payments have been collected in full compliance with state and
federal law. No escrow deposits or Escrow Payments or other
charges or payments due the Company have been capitalized under
the Mortgage Note;
(dd) NO CONDEMNATION.
There is no proceeding pending or to the best of the Company's
knowledge threatened for the total or partial condemnation of the
related Mortgaged Property;
(ee) THE APPRAISAL.
The Servicing File contains an appraisal of the related Mortgaged
Property. As to each Time$aver(R) Mortgage Loan, the appraisal
may be from the original of the existing Company-serviced loan,
which was refinanced via such Time$aver(R) Mortgage Loan. The
appraisal was conducted by an appraiser who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made
on the security thereof; and whose compensation is not affected
by the approval or disapproval of the Mortgage Loan, and the
appraisal and the appraiser both satisfy the applicable
requirements of Title XI of the Financial Institution Reform,
Recovery, and Enforcement Act of 1989 and the regulations
promulgated thereunder, all as in effect on the date the Mortgage
Loan was originated;
(ff) INSURANCE.
The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to Fannie Mae or Freddie Mac against loss
by fire and such hazards as are covered under a standard extended
coverage endorsement and such other hazards as are customary in
the area where the Mortgaged Property is located pursuant to
insurance policies conforming to the requirements of Section
4.10, in an amount which is at least equal to the lesser of (a)
100% of the insurable value, on a replacement cost basis, of the
improvements on the related Mortgaged Property, and (b) the
greater of (i) the outstanding principal balance of the Mortgage
Loan and (ii) an amount such that the proceeds of such insurance
shall be sufficient to prevent the application to the Mortgagor
or the loss payee of any coinsurance clause under the policy. If
the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project.
If the improvements on the Mortgaged Property are 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 and (C) the maximum amount of insurance which was
available under the Flood Disaster Protection Act of 1973, as
amended. All individual insurance policies contain a standard
mortgagee clause naming the Company and its successors and
assigns as mortgagee, and all premiums thereon have been paid.
The Mortgage obligates the Mortgagor thereunder to maintain a
hazard insurance policy at the Mortgagor's cost and expense, and
on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at such
Mortgagor's cost and expense, and to seek reimbursement therefor
from the Mortgagor. The hazard insurance policy is the valid and
binding obligation of the insurer, is in full force and effect,
and will be in full force and effect and inure to the benefit of
the Purchaser upon the consummation of the transactions
contemplated by this Agreement. The Company has not acted or
failed to act so as to impair the coverage of any such insurance
policy or the validity, binding effect and enforceability
thereof;
(gg) SERVICEMEMBERS' CIVIL RELIEF ACT.
The Mortgagor has not notified the Company, and the Company has
no knowledge of any relief requested or allowed to the Mortgagor
under the Servicemembers' Civil Relief Act, as amended;
(hh) NO GRADUATED PAYMENTS OR CONTINGENT INTERESTS.
The Mortgage Loan is not a graduated payment mortgage loan and
the Mortgage Loan does not have a shared appreciation or other
contingent interest feature;
(ii) NO CONSTRUCTION LOANS.
No Mortgage Loan was made in connection with (i) the construction
or rehabilitation of a Mortgage Property or (ii) facilitating the
trade-in or exchange of a Mortgaged Property other than a
construction-to-permanent loan which has converted to a permanent
Mortgage Loan;
(jj) UNDERWRITING.
Each Mortgage Loan was underwritten in accordance with the
underwriting guidelines of the Company, which were in effect at
the time the Mortgage Loan was originated; and the Mortgage Note
and Mortgage are on forms acceptable to Freddie Mac or Fannie
Mae;
(kk) BUYDOWN MORTGAGE LOANS.
With respect to each Mortgage Loan that is a Buydown Mortgage
Loan:
(i) On or before the date of origination of such Mortgage Loan,
the Company and the Mortgagor, or the Company, the Mortgagor
and the seller of the Mortgaged Property or a third party
entered into a Buydown Agreement. The Buydown Agreement
provides that the seller of the Mortgaged Property (or third
party) shall deliver to the Company temporary Buydown Funds
in an amount equal to the aggregate undiscounted amount of
payments that, when added to the amount the Mortgagor on
such Mortgage Loan is obligated to pay on each Due Date in
accordance with the terms of the Buydown Agreement, is equal
to the full scheduled Monthly Payment due on such Mortgage
Loan. The temporary Buydown Funds enable the Mortgagor to
qualify for the Buydown Mortgage Loan. The effective
interest rate of a Buydown Mortgage Loan if less than the
interest rate set forth in the related Mortgage Note will
increase within the Buydown Period as provided in the
related Buydown Agreement so that the effective interest
rate will be equal to the interest rate as set forth in the
related Mortgage Note. The Buydown Mortgage Loan satisfies
the requirements of Fannie Mae or Freddie Mac guidelines;
(ii) The Mortgage and Mortgage Note reflect the permanent payment
terms rather than the payment terms of the Buydown
Agreement. The Buydown Agreement provides for the payment by
the Mortgagor of the full amount of the Monthly Payment on
any Due Date that the Buydown Funds are available. The
Buydown Funds were not used to reduce the original principal
balance of the Mortgage Loan or to increase the Appraised
Value of the Mortgage Property when calculating the
Loan-to-Value Ratios for purposes of the Agreement and, if
the Buydown Funds were provided by the Company and if
required under Fannie Mae or Freddie Mac guidelines, the
terms of the Buydown Agreement were disclosed to the
appraiser of the Mortgaged Property;
(iii) The Buydown Funds may not be refunded to the Mortgagor
unless the Mortgagor makes a principal payment for the
outstanding balance of the Mortgage Loan;
(iv) As of the date of origination of the Mortgage Loan, the
provisions of the related Buydown Agreement complied with
the requirements of Fannie Mae or Freddie Mac regarding
buydown agreements.
(ll) DELIVERY OF CUSTODIAL MORTGAGE FILES.
Any documents required to be delivered by the Company under this
Agreement have been delivered to the Custodian. The Company is in
possession of a complete, true and accurate Retained Mortgage
File and Custodial Mortgage File in compliance with Exhibit C
hereto;
(mm) NO VIOLATION OF ENVIRONMENTAL LAWS.
There is no pending action or proceeding directly involving any
Mortgaged Property of which the Company is aware in which
compliance with any environmental law, rule or regulation is an
issue; and to the best of the Company's knowledge, nothing
further remains to be done to satisfy in full all requirements of
each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property;
(nn) NO BANKRUPTCY.
No Mortgagor was a debtor in any state or federal bankruptcy or
insolvency proceeding at the time the Mortgage Loan was
originated and to the best of the Company's knowledge, as of the
related Closing Date, the Company has not received notice that
any Mortgagor is a debtor under any state or federal bankruptcy
or insolvency proceeding;
(oo) HOEPA.
No Mortgage Loan is a High Cost Loan or Covered Loan;
(pp) COOPERATIVE LOANS.
With respect to each Cooperative Loan:
(i) The Cooperative Shares are held by a person as a
tenant-stockholder in a Cooperative. Each original UCC
financing statement, continuation statement or other
governmental filing or recordation necessary to create or
preserve the perfection and priority of the first lien and
security interest in the Cooperative Loan and Proprietary
Lease has been timely and properly made. Any security
agreement, chattel mortgage or equivalent document related
to the Cooperative Loan and delivered to Purchaser or its
designee establishes in Purchaser a valid and subsisting
perfected first lien on and security interest in the
Mortgaged Property described therein, and Purchaser has full
right to sell and assign the same. The Proprietary Lease
term expires no less than five years after the Mortgage Loan
term or such other term acceptable to Fannie Mae or Freddie
Mac;
(ii) A Cooperative Lien Search has been made by a company
competent to make the same which company is acceptable to
Fannie Mae and qualified to do business in the jurisdiction
where the Cooperative is located;
(iii) (a) The term of the related Proprietary Lease is not less
than the terms of the Cooperative Loan; (b) there is no
provision in any Proprietary Lease which requires the
Mortgagor to offer for sale the Cooperative Shares owned by
such Mortgagor first to the Cooperative; (c) there is no
prohibition in any Proprietary Lease against pledging the
Cooperative Shares or assigning the Proprietary Lease; (d)
the Cooperative has been created and exists in full
compliance with the requirements for residential
cooperatives in the jurisdiction in which the Project is
located and qualifies as a cooperative housing corporation
under Section 210 of the Code; (e) the Recognition Agreement
is on a form published by Aztech Document Services, Inc. or
includes similar provisions; and (f) the Cooperative has
good and marketable title to the Project, and owns the
Project either in fee simple or under a leasehold that
complies with the requirements of the Fannie Mae Guidelines;
such title is free and clear of any adverse liens or
encumbrances, except the lien of any blanket mortgage;
(iv) The Company has the right under the terms of the Mortgage
Note, Pledge Agreement and Recognition Agreement to pay any
maintenance charges or assessments owed by the Mortgagor;
(v) Each Stock Power (i) has all signatures guaranteed or (ii)
if all signatures are not guaranteed, then such Cooperative
Shares will be transferred by the stock transfer agent of
the Cooperative if the Company undertakes to convert the
ownership of the collateral securing the related Cooperative
Loan;
(qq) GEORGIA FAIR LENDING ACT.
There is no Mortgage Loan that was originated on or after October
1, 2002 and before March 7, 2003, which is secured by property
located in the State of Georgia;
(rr) METHODOLOGY.
The methodology used in underwriting the extension of credit for
each Mortgage Loan employs objective mathematical principles
which relate the borrower's income, assets and liabilities to the
proposed payment and such underwriting methodology does not rely
on the extent of the borrower's equity in the collateral as the
principal determining factor in approving such credit extension.
Such underwriting methodology confirmed that at the time of
origination (application/approval) the borrower had a reasonable
ability to make timely payments on the Mortgage Loan;
(ss) IMPOSITION OF A PREMIUM.
With respect to any Mortgage Loan that contains a provision
permitting imposition of a premium upon a prepayment prior to
maturity: (i) the prepayment premium is disclosed to the borrower
in the loan documents pursuant to applicable state and federal
law, and (ii) notwithstanding any state or federal law to the
contrary, the Company shall recommend that such prepayment
premium is not imposed in any instance when the mortgage debt is
accelerated as the result of the borrower's default in making the
loan payments;
(tt) SINGLE PREMIUM CREDIT LIFE.
No Mortgagor was required to purchase any single premium credit
insurance policy (e.g. life, disability, accident, unemployment
or health insurance products) or debt cancellation agreement as a
condition of obtaining the extension of credit. No Mortgagor
obtained a prepaid single premium credit insurance policy (e.g.
life, disability, accident, unemployment or health insurance
product) as part of the origination of the Mortgage Loan. No
proceeds from any Mortgage Loan were used to purchase single
premium credit insurance policies or debt cancellation agreements
as part of the origination of, or as a condition to closing, such
Mortgage Loan;
(uu) NO ARBITRATION PROVISION.
With respect to each Mortgage Loan, neither the related Mortgage
nor the related Mortgage Note requires the Mortgagor to submit to
arbitration to resolve any dispute arising out of or relating in
any way to the Mortgage Loan transaction;
(ww) CREDIT REPORTING.
With respect to each Mortgage Loan, the Company has fully
furnished, in accordance with the Fair Credit Reporting Act and
its implementing regulations, accurate and complete information
(i.e. favorable and unfavorable) on its borrower credit files to
Equifax, Experian and Trans Union Credit Information Company
(three of the credit repositories), on a monthly basis; and
(xx) ILLINOIS INTEREST ACT.
Any Mortgage Loan with a Mortgaged Property in the State of
Illinois complies with the Illinois Interest Act.
Section 3.03 REPURCHASE.
It is understood and agreed that the representations and warranties set
forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to
the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian
and shall inure to the benefit of the Purchaser, notwithstanding any restrictive
or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the
examination or failure to examine any Custodial Mortgage Files or Retained
Mortgage File. Upon discovery by either the Company or the Purchaser of a breach
of any of the foregoing representations and warranties which materially and
adversely affects the value of the Mortgage Loans or the interest of the
Purchaser (or which materially and adversely affects the interests of Purchaser
in the related Mortgage Loan in the case of a representation and warranty
relating to a particular Mortgage Loan), the party discovering such breach shall
give prompt written notice to the other.
Within ninety (90) days of the earlier of either discovery by or notice
to the Company of any breach of a representation or warranty which materially
and adversely affects the value of the Mortgage Loans, the Company shall use its
best efforts promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Company shall, at the Purchaser's option, repurchase
such Mortgage Loan at the Repurchase Price. In the event that a breach shall
involve any representation or warranty set forth in Section 3.01, and such
breach cannot be cured within 90 days of the earlier of either discovery by or
notice to the Company of such breach, all of the Mortgage Loans shall, at the
Purchaser's option, be repurchased by the Company at the Repurchase Price.
However, if the breach shall involve a representation or warranty set forth in
Section 3.02 and the Company discovers or receives notice of any such breach
within 120 days of the related Closing Date, the Company shall, if the breach
cannot be cured, at the Purchaser's option and provided that the Company has a
Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as
provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and
substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided
that any such substitution shall be effected not later than 120 days after the
related Closing Date. If the Company has no Qualified Substitute Mortgage Loan,
it shall repurchase the deficient Mortgage Loan within ninety (90) days of the
written notice of the breach or the failure to cure, whichever is later. Any
repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of
this Section 3.03 shall be accomplished by deposit in the Custodial Account of
the amount of the Repurchase Price for distribution to Purchaser on the next
scheduled Remittance Date, after deducting therefrom any amount received in
respect of such repurchased Mortgage Loan or Loans and being held in the
Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Company
shall arrange for the reassignment of the Deleted Mortgage Loan to the Company
and the delivery to the Company of any documents held by the Custodian relating
to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is
a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R)
System to remove the Purchaser as the beneficial holder with respect to such
Mortgage Loan. In the event of a repurchase or substitution, the Company shall,
simultaneously with such reassignment, give written notice to the Purchaser that
such repurchase or substitution has taken place, amend the related Mortgage Loan
Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this
Agreement, and, in the case of substitution, identify a Qualified Substitute
Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the
addition of such Qualified Substitute Mortgage Loan to this Agreement. In
connection with any such substitution, the Company shall be deemed to have made
as to such Qualified Substitute Mortgage Loan the representations and warranties
set forth in this Agreement except that all such representations and warranties
set forth in this Agreement shall be deemed made as of the date of such
substitution. The Company shall effect such substitution by delivering to the
Custodian for such Qualified Substitute Mortgage Loan the documents required by
Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No
substitution will be made in any calendar month after the Determination Date for
such month. The Company shall deposit in the Custodial Account the Monthly
Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or
Loans in the month following the date of such substitution. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall be retained by the Company. With respect to any Deleted Mortgage loan,
distributions to Purchaser shall include the Monthly Payment due on any Deleted
Mortgage Loan in the month of substitution, and the Company shall thereafter be
entitled to retain all amounts subsequently received by the Company in respect
of such Deleted Mortgage Loan.
For any month in which the Company substitutes a Qualified Substitute
Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the
amount (if any) by which the aggregate principal balance of all Qualified
Substitute Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all Deleted Mortgage Loans (after
application of scheduled principal payments due in the month of substitution).
The amount of such shortfall shall be distributed by the Company in the month of
substitution pursuant to Section 5.01. Accordingly, on the date of such
substitution, the Company shall deposit from its own funds into the Custodial
Account an amount equal to the amount of such shortfall.
In addition to such repurchase or substitution obligation, the Company
shall indemnify the Purchaser and hold it harmless against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and other costs and expenses resulting from any claim, demand,
defense or assertion based on or grounded upon, or resulting from, a breach of
the Company representations and warranties contained in this Agreement. It is
understood and agreed that the obligations of the Company set forth in this
Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and
to indemnify the Purchaser as provided in this Section 3.03 constitute the sole
remedies of the Purchaser respecting a breach of the foregoing representations
and warranties.
Any cause of action against the Company relating to or arising out of
the breach of any representations and warranties made in Sections 3.01 and 3.02
shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the
Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by
the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with
this Agreement.
In the event a Mortgage Loan pays off in full on or before the related
Closing Date, the Company must repay the Purchaser the difference between the
Unpaid Principal Balance of such Mortgage Loan as of the date of pay off and the
Unpaid Principal Balance multiplied by the purchase price percentage adjusted,
if necessary in accordance with the Commitment Letter.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 COMPANY TO ACT AS SERVICER.
The Company, as an independent contractor, shall service and administer
the Mortgage Loans and shall have full power and authority, acting alone or
through the utilization of a Subcontractor, to do any and all things in
connection with such servicing and administration which the Company may deem
necessary or desirable, consistent with the terms of this Agreement and with
Accepted Servicing Practices. The Company shall be responsible for any and all
acts of a Subcontractor, and the Company's utilization of a Subcontractor shall
in no way relieve the liability of the Company under this Agreement.
Consistent with the terms of this Agreement, the Company may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Company's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that the Company shall not make any future
advances with respect to a Mortgage Loan and (unless the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the judgment of the
Company, imminent and the Company has obtained the prior written consent of the
Purchaser) the Company shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the
payment of principal (except for actual payments of principal) or change the
final maturity date on such Mortgage Loan. In the event of any such modification
which permits the deferral of interest or principal payments on any Mortgage
Loan, the Company shall, on the Business Day immediately preceding the
Remittance Date in any month in which any such principal or interest payment has
been deferred, deposit in the Custodial Account from its own funds, in
accordance with Section 5.03, the difference between (a) such month's principal
and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
principal balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Company shall be entitled to reimbursement for such advances to
the same extent as for all other advances made pursuant to Section 5.03. Without
limiting the generality of the foregoing, the Company shall continue, and is
hereby authorized and empowered, to execute and deliver on behalf of itself and
the Purchaser, all instruments of satisfaction or cancellation, or of partial or
full release, discharge and all other comparable instruments, with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably
required by the Company, the Purchaser shall furnish the Company with any powers
of attorney and other documents necessary or appropriate to enable the Company
to carry out its servicing and administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Company shall
employ procedures (including collection procedures) and exercise the same care
that it customarily employs and exercises in servicing and administering
mortgage loans for its own account, giving due consideration to Accepted
Servicing Practices where such practices do not conflict with the requirements
of this Agreement, and the Purchaser's reliance on the Company.
The Company is authorized and empowered by the Purchaser, in its own
name, when the Company believes it appropriate in its reasonable judgment to
register any Mortgage Loan on the MERS(R) System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R) System, with written consent of
the Purchaser, to execute and deliver, on behalf of the Purchaser, any and all
instruments of assignment and other comparable instruments with respect to such
assignment or re-recording of a Mortgage in the name of MERS, solely as nominee
for the Purchaser and its successors and assigns.
The Company shall cause to be maintained for each Cooperative Loan a
copy of the financing statements and shall file and such financing statements
and continuation statements as necessary, in accordance with the Uniform
Commercial Code applicable in the jurisdiction in which the related Cooperative
Apartment is located, to perfect and protect the security interest and lien of
the Purchaser.
The Company shall apply any Principal Prepayment on an Interest Only
Mortgage Loan to the then-outstanding principal balance, at which time the
interest-only payment feature shall be extinguished. The related Monthly Payment
shall thereafter consist of both principal and interest components, and the
amount of such Monthly Payment shall not change prior to the next Adjustment
Date.
Section 4.02 LIQUIDATION OF MORTGAGE LOANS.
In the event that any payment due under any Mortgage Loan and not
postponed pursuant to Section 4.01 is not paid when the same becomes due and
payable, or in the event the Mortgagor fails to perform any other covenant or
obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Company shall take such action as (1) the Company
would take under similar circumstances with respect to a similar mortgage loan
held for its own account for investment, (2) shall be consistent with Accepted
Servicing Practices, (3) the Company shall determine prudently to be in the best
interest of Purchaser, and (4) is consistent with any related PMI Policy. In the
event that any payment due under any Mortgage Loan is not postponed pursuant to
Section 4.01 and remains delinquent for a period of 90 days or any other default
continues for a period of 90 days beyond the expiration of any grace or cure
period, the Company shall commence foreclosure proceedings, the Company shall
notify the Purchaser in writing of the Company's intention to do so, and the
Company shall not commence foreclosure proceedings if the Purchaser objects to
such action within three (3) Business Days of receiving such notice. In the
event the Purchaser objects to such foreclosure action, the Company shall not be
required to make Monthly Advances with respect to such Mortgage Loan, pursuant
to Section 5.03, and the Company's obligation to make such Monthly Advances
shall terminate on the 90th day referred to above. In such connection, the
Company shall from its own funds make all necessary and proper Servicing
Advances, provided, however, that the Company shall not be required to expend
its own funds in connection with any foreclosure or towards the restoration or
preservation of any Mortgaged Property, unless it shall determine (a) that such
preservation, restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Purchaser after reimbursement to itself for
such expenses and (b) that such expenses will be recoverable by it either
through Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Custodial Account pursuant to Section 4.05) or
through Insurance Proceeds (respecting which it shall have similar priority).
Notwithstanding anything to the contrary contained herein, in connection
with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event
the Company has reasonable cause to believe that a Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the Purchaser
otherwise requests an environmental inspection or review of such Mortgaged
Property, such an inspection or review is to be conducted by a qualified
inspector. The cost for such inspection or review shall be borne by the
Purchaser. Upon completion of the inspection or review, the Company shall
promptly provide the Purchaser with a written report of the environmental
inspection.
After reviewing the environmental inspection report, the Purchaser shall
determine how the Company shall proceed with respect to the Mortgaged Property.
In the event (a) the environmental inspection report indicates that the
Mortgaged Property is contaminated by hazardous or toxic substances or wastes
and (b) the Purchaser directs the Company to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for
all reasonable costs associated with such foreclosure or acceptance of a deed in
lieu of foreclosure and any related environmental clean up costs, as applicable,
from the related Liquidation Proceeds, or if the Liquidation Proceeds are
insufficient to fully reimburse the Company, the Company shall be entitled to be
reimbursed from amounts in the Custodial Account pursuant to Section 4.05
hereof. In the event the Purchaser directs the Company not to proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be
reimbursed for all Servicing Advances made with respect to the related Mortgaged
Property from the Custodial Account pursuant to Section 4.05 hereof.
Section 4.03 COLLECTION OF MORTGAGE LOAN PAYMENTS.
Continuously from the related Cut-off Date until the principal and
interest on all Mortgage Loans are paid in full, the Company shall proceed
diligently to collect all payments due under each of the Mortgage Loans when the
same shall become due and payable and shall take special care in ascertaining
and estimating Escrow Payments and all other charges that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property, to the end
that the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable.
Section 4.04 ESTABLISHMENT OF AND DEPOSITS TO CUSTODIAL ACCOUNT.
The Company shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts,
in the form of time deposit or demand accounts, titled "Wells Fargo Bank, N.A.
in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans - P &
I." The Custodial Account shall be established with a Qualified Depository. Upon
request of the Purchaser and within ten (10) days thereof, the Company shall
provide the Purchaser with written confirmation of the existence of such
Custodial Account. Any funds deposited into the Custodial Account shall at all
times be insured to the fullest extent allowed by applicable law. Funds
deposited in the Custodial Account may be drawn on by the Company in accordance
with Section 4.05.
The Company shall deposit in the Custodial Account within one (1)
Business Day of Company's receipt, and retain therein, the following collections
received by the Company and payments made by the Company after the related
Cut-off Date, other than payments of principal and interest due on or before the
related Cut-off Date, or received by the Company prior to the related Cut-off
Date but allocable to a period subsequent thereto:
(i) all payments on account of principal on the Mortgage Loans,
including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to be deposited
pursuant to Section 4.10 (other than proceeds to be held in the
Escrow Account and applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance
with Section 4.14), Section 4.11 and Section 4.15;
(v) all Condemnation Proceeds which are not applied to the
restoration or repair of the Mortgaged Property or released to
the Mortgagor in accordance with Section 4.14;
(vi) any amount required to be deposited in the Custodial Account
pursuant to Section 4.01, 5.03, 6.01 or 6.02;
(vii) any amounts payable in connection with the repurchase of any
Mortgage Loan pursuant to Section 3.03 and all amounts required
to be deposited by the Company in connection with a shortfall in
principal amount of any Qualified Substitute Mortgage Loan
pursuant to Section 3.03;
(viii) with respect to each Principal Prepayment an amount (to be paid
by the Company out of its funds) which, when added to all amounts
allocable to interest received in connection with the Principal
Prepayment, equals one month's interest on the amount of
principal so prepaid at the Mortgage Loan Remittance Rate;
(ix) any amounts required to be deposited by the Company pursuant to
Section 4.11 in connection with the deductible clause in any
blanket hazard insurance policy;
(x) any amounts received with respect to or related to any REO
Property and all REO Disposition Proceeds pursuant to Section
4.16; and
(xi) an amount from the Subsidy Account that when added to the
Mortgagor's payment will equal the full monthly amount due under
the related Mortgage Note.
The foregoing requirements for deposit into the Custodial Account shall
be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges and
assumption fees, to the extent permitted by Section 6.01, need not be deposited
by the Company into the Custodial Account. Any interest paid on funds deposited
in the Custodial Account by the depository institution shall accrue to the
benefit of the Company and the Company shall be entitled to retain and withdraw
such interest from the Custodial Account pursuant to Section 4.05.
Section 4.05 PERMITTED WITHDRAWALS FROM CUSTODIAL ACCOUNT.
The Company shall, from time to time, withdraw funds from the Custodial
Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the
manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances of the Company's funds
made pursuant to Section 5.03, the Company's right to reimburse
itself pursuant to this subclause (ii) being limited to amounts
received on the related Mortgage Loan which represent late
payments of principal and/or interest respecting which any such
advance was made, it being understood that, in the case of any
such reimbursement, the Company's right thereto shall be prior
to the rights of Purchaser, except that, where the Company is
required to repurchase a Mortgage Loan pursuant to Section 3.03
or 6.02, the Company's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase
Price pursuant to such sections and all other amounts required
to be paid to the Purchaser with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances, and for
any unpaid Servicing Fees, the Company's right to reimburse
itself pursuant to this subclause (iii) with respect to any
Mortgage Loan being limited to related Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds and such other amounts
as may be collected by the Company from the Mortgagor or
otherwise relating to the Mortgage Loan, it being understood
that, in the case of any such reimbursement, the Company's right
thereto shall be prior to the rights of Purchaser, except that
where the Company is required to repurchase a Mortgage Loan
pursuant to Section 3.03 or 6.02, in which case the Company's
right to such reimbursement shall be subsequent to the payment
to the Purchaser of the Repurchase Price pursuant to such
sections and all other amounts required to be paid to the
Purchaser with respect to such Mortgage Loan. Upon Purchaser's
request, the Company shall provide documentation supporting the
Company's Servicing Advances;
(iv) to pay itself interest on funds deposited in the Custodial
Account;
(v) to reimburse itself for expenses incurred and reimbursable to it
pursuant to Section 8.01;
(vi) to pay any amount required to be paid pursuant to Section 4.16
related to any REO Property, it being understood that, in the
case of any such expenditure or withdrawal related to a
particular REO Property, the amount of such expenditure or
withdrawal from the Custodial Account shall be limited to
amounts on deposit in the Custodial Account with respect to the
related REO Property;
(vii) to reimburse itself for any Servicing Advances or REO expenses
after liquidation of the Mortgaged Property not otherwise
reimbursed above;
(viii) to remove funds inadvertently placed in the Custodial Account by
the Company; and
(ix) to clear and terminate the Custodial Account upon the
termination of this Agreement.
In the event that the Custodial Account is interest bearing, on each
Remittance Date, the Company shall withdraw all funds from the Custodial Account
except for those amounts which, pursuant to Section 5.01, the Company is not
obligated to remit on such Remittance Date. The Company may use such withdrawn
funds only for the purposes described in this Section 4.05.
Section 4.06 ESTABLISHMENT OF AND DEPOSITS TO ESCROW ACCOUNT.
The Company shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan constituting Escrow Payments separate and apart from
any of its own funds and general assets and shall establish and maintain one or
more Escrow Accounts, in the form of time deposit or demand accounts, titled,
"Wells Fargo Bank, N.A., in trust for the Purchaser and/or subsequent purchasers
of Residential Mortgage Loans, and various Mortgagors - T & I." The Escrow
Accounts shall be established with a Qualified Depository, in a manner which
shall provide maximum available insurance thereunder. Upon request of the
Purchaser and within ten (10) days thereof, the Company shall provide the
Purchaser with written confirmation of the existence of such Escrow Account.
Funds deposited in the Escrow Account may be drawn on by the Company in
accordance with Section 4.07.
The Company shall deposit in the Escrow Account or Accounts within one
(1) Business Days of Company's receipt, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans,
for the purpose of effecting timely payment of any such items as
required under the terms of this Agreement;
(ii) all amounts representing Insurance Proceeds or Condemnation
Proceeds which are to be applied to the restoration or repair of
any Mortgaged Property; and
(iii) all payments on account of Buydown Funds.
The Company shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, as set forth in
Section 4.07. The Company shall be entitled to retain any interest paid on funds
deposited in the Escrow Account by the depository institution, other than
interest on escrowed funds required by law to be paid to the Mortgagor. To the
extent required by law, the Company shall pay interest on escrowed funds to the
Mortgagor notwithstanding that the Escrow Account may be non-interest bearing or
that interest paid thereon is insufficient for such purposes.
Section 4.07 PERMITTED WITHDRAWALS FROM ESCROW ACCOUNT.
Withdrawals from the Escrow Account or Accounts may be made by the
Company only:
(i) to effect timely payments of ground rents, taxes, assessments,
water rates, mortgage insurance premiums, condominium charges,
fire and hazard insurance premiums or other items constituting
Escrow Payments for the related Mortgage;
(ii) to reimburse the Company for any Servicing Advances made by the
Company pursuant to Section 4.08 with respect to a related
Mortgage Loan, but only from amounts received on the related
Mortgage Loan which represent late collections of Escrow Payments
thereunder;
(iii) to refund to any Mortgagor any funds found to be in excess of the
amounts required under the terms of the related Mortgage Loan;
(iv) for transfer to the Custodial Account and application to reduce
the principal balance of the Mortgage Loan in accordance with the
terms of the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of the Mortgaged
Property in accordance with the procedures outlined in Section
4.14;
(vi) to pay to the Company, or any Mortgagor to the extent required by
law, any interest paid on the funds deposited in the Escrow
Account;
(vii) to remove funds inadvertently placed in the Escrow Account by the
Company;
(viii) to remit to Purchaser payments on account of Buydown Funds as
applicable; and
(ix) to clear and terminate the Escrow Account on the termination of
this Agreement.
Section 4.08 PAYMENT OF TAXES, INSURANCE AND OTHER CHARGES.
With respect to each Mortgage Loan, the Company shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water rates,
sewer rents, and other charges which are or may become a lien upon the Mortgaged
Property and the status of PMI Policy premiums and fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date, employing for such purpose deposits
of the Mortgagor in the Escrow Account which shall have been estimated and
accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. The Company assumes full responsibility for the
timely payment of all such bills and shall effect timely payment of all such
charges irrespective of each Mortgagor's faithful performance in the payment of
same or the making of the Escrow Payments, and the Company shall make advances
from its own funds to effect such payments.
Section 4.09 PROTECTION OF ACCOUNTS.
The Company may transfer the Custodial Account, the Subsidy Account or
the Escrow Account to a different Qualified Depository from time to time with
prior written notice to Purchaser.
Section 4.10 MAINTENANCE OF HAZARD INSURANCE.
The Company shall cause to be maintained for each Mortgage Loan hazard
insurance such that all buildings upon the Mortgaged Property are insured by an
insurer acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located, in an amount which is at least equal to the
lesser of (i) 100% of the insurable value, on a replacement cost basis, of the
improvements on the related Mortgaged Property, and (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan and (b) an amount such that
the proceeds of such insurance shall be sufficient to prevent the application to
the Mortgagor or the loss payee of any coinsurance clause under the policy. In
the event a hazard insurance policy shall be in danger of being terminated, or
in the event the insurer shall cease to be acceptable to Fannie Mae or Freddie
Mac, the Company shall notify the Purchaser and the related Mortgagor, and shall
use its best efforts, as permitted by applicable law, to obtain from another
qualified insurer a replacement hazard insurance policy substantially and
materially similar in all respects to the original policy. In no event, however,
shall a Mortgage Loan be without a hazard insurance policy at any time, subject
only to Section 4.11 hereof.
If upon origination of the Mortgage Loan, the related Mortgaged Property
was located in an area identified by the Flood Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available)
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 acceptable to Fannie Mae or Freddie Mac in an amount
representing coverage equal to the lesser of (i) the minimum amount required,
under the terms of coverage, to compensate for any damage or loss on a
replacement cost basis (or the unpaid balance of the mortgage if replacement
cost coverage is not available for the type of building insured) and (ii) the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the
Mortgage Loan, the Company determines in accordance with applicable law that a
Mortgaged Property is located in a special flood hazard area and is not covered
by flood insurance or is covered in an amount less than the amount required by
the Flood Disaster Protection Act of 1973, as amended, the Company shall notify
the related Mortgagor that the Mortgagor must obtain such flood insurance
coverage, and if said Mortgagor fails to obtain the required flood insurance
coverage within forty-five (45) days after such notification, the Company shall
immediately force place the required flood insurance on the Mortgagor's behalf,
as permitted by applicable law.
If a Mortgage is secured by a unit in a condominium project, the Company
shall verify that the coverage required of the owner's association, including
hazard, flood, liability, and fidelity coverage, is being maintained in
accordance with then current Fannie Mae requirements, and secure from the
owner's association its agreement to notify the Company promptly of any change
in the insurance coverage or of any condemnation or casualty loss that may have
a material effect on the value of the Mortgaged Property as security.
In the event that any Purchaser or the Company shall determine that the
Mortgaged Property should be insured against loss or damage by hazards and risks
not covered by the insurance required to be maintained by the Mortgagor pursuant
to the terms of the Mortgage, the Company shall communicate and consult with the
Mortgagor with respect to the need for such insurance and bring to the
Mortgagor's attention the required amount of coverage for the Mortgaged Property
and if the Mortgagor does not obtain such coverage, the Company shall
immediately force place the required coverage on the Mortgagor'.
All policies required hereunder shall name the Company as loss payee and
shall be endorsed with standard or union mortgagee clauses, without
contribution, which shall provide for at least 30 days prior written notice of
any cancellation, reduction in amount or material change in coverage.
The Company shall not interfere with the Mortgagor's freedom of choice
in selecting either his insurance carrier or agent, provided, however, that the
Company shall not accept any such insurance policies from insurance companies
unless such companies are acceptable to Fannie Mae and Freddie Mac and are
licensed to do business in the jurisdiction in which the Mortgaged Property is
located. The Company shall determine that such policies provide sufficient risk
coverage and amounts, that they insure the property owner, and that they
properly describe the property address.
Pursuant to Section 4.04, any amounts collected by the Company under any
such policies (other than amounts to be deposited in the Escrow Account and
applied to the restoration or repair of the related Mortgaged Property, or
property acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor, in accordance with the Company's normal servicing procedures as
specified in Section 4.14) shall be deposited in the Custodial Account subject
to withdrawal pursuant to Section 4.05.
Section 4.11 MAINTENANCE OF MORTGAGE IMPAIRMENT INSURANCE.
In the event that the Company shall obtain and maintain a blanket policy
insuring against losses arising from fire and hazards covered under extended
coverage on all of the Mortgage Loans, then, to the extent such policy provides
coverage in an amount equal to the amount required pursuant to Section 4.10 and
otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section
4.10. The Company shall prepare and make any claims on the blanket policy as
deemed necessary by the Company in accordance with Accepted Servicing Practices.
Any amounts collected by the Company under any such policy relating to a
Mortgage Loan shall be deposited in the Custodial Account subject to withdrawal
pursuant to Section 4.05. Such policy may contain a deductible clause, in which
case, in the event that there shall not have been maintained on the related
Mortgaged Property a policy complying with Section 4.10, and there shall have
been a loss which would have been covered by such policy, the Company shall
deposit in the Custodial Account at the time of such loss the amount not
otherwise payable under the blanket policy because of such deductible clause,
such amount to be deposited from the Company's funds, without reimbursement
therefor. Upon request of the Purchaser, the Company shall cause to be delivered
to such Purchaser a certificate of insurance and a statement from the insurer
thereunder that such policy shall in no event be terminated or materially
modified without 30 days' prior written notice to such Purchaser.
Section 4.12 MAINTENANCE OF FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE.
The Company shall maintain with responsible companies, at its own
expense, a blanket Fidelity Bond and an Errors and Omissions Insurance Policy,
with broad coverage on all officers, employees or other Persons acting in any
capacity requiring such Persons to handle funds, money, documents or papers
relating to the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and
Errors and Omissions Insurance Policy shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Company against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such Company Employees. Such Fidelity Bond and Errors and
Omissions Insurance Policy also shall protect and insure the Company against
losses in connection with the release or satisfaction of a Mortgage Loan without
having obtained payment in full of the indebtedness secured thereby. No
provision of this Section 4.12 requiring such Fidelity Bond and Errors and
Omissions Insurance Policy shall diminish or relieve the Company from its duties
and obligations as set forth in this Agreement. The minimum coverage under any
such bond and insurance policy shall be with a company acceptable to Fannie Mae
or Freddie Mac and in amounts at least equal to the amounts acceptable to Fannie
Mae or Freddie Mac. Upon the request of any Purchaser, the Company shall cause
to be delivered to such Purchaser a certified true copy of such fidelity bond
and insurance policy and a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially
modified without 30 days' prior written notice to the Purchaser.
Section 4.13 INSPECTIONS.
If any Mortgage Loan is more than 60 days delinquent, the Company
immediately shall inspect the Mortgaged Property and shall conduct subsequent
inspections in accordance with Accepted Servicing Practices or as may be
required by the primary mortgage guaranty insurer. The Company shall keep a
record of each such inspection and shall provide the Purchaser with copies of
such upon request.
Section 4.14 RESTORATION OF MORTGAGED PROPERTY.
The Company need not obtain the approval of the Purchaser prior to
releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be
applied to the restoration or repair of the Mortgaged Property if such release
is in accordance with Accepted Servicing Practices. For claims greater than
$15,000, at a minimum the Company shall comply with the following conditions in
connection with any such release of Insurance Proceeds or Condemnation Proceeds:
(i) the Company shall receive satisfactory independent verification of
completion of repairs and issuance of any required approvals with
respect thereto;
(ii) the Company shall take all steps necessary to preserve the
priority of the lien of the Mortgage, including, but not limited
to requiring waivers with respect to mechanics' and materialmen's
liens;
(iii) the Company shall verify that the Mortgage Loan is not in default;
and
(iv) pending repairs or restoration, the Company shall place the
Insurance Proceeds or Condemnation Proceeds in the Escrow Account.
If the Purchaser is named as an additional loss payee, the Company is
hereby empowered to endorse any loss draft issued in respect of such a claim in
the name of the Purchaser.
Section 4.15 MAINTENANCE OF PMI POLICY; CLAIMS.
Each Mortgage Loan has an LTV as indicated on the Mortgage Loan Schedule
and Electronic Data File. Except as indicated on the Electronic Data File, with
respect to each Mortgage Loan with an LTV in excess of 80% at the time of
origination, the Company shall, without any cost to the Purchaser maintain or
cause the Mortgagor to maintain in full force and effect a PMI Policy or LPMI
Policy insuring a portion of the unpaid principal balance of the Mortgage Loan
as to payment defaults. If the Mortgage Loan is insured by a PMI Policy for
which the Mortgagor pays all premiums, the coverage will remain in place until
(i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise terminated
pursuant to the Homeowners Protection Act of 1998, 12 USC 4901, et seq. In the
event that such PMI Policy shall be terminated other than as required by law,
the Company shall obtain from another Qualified Insurer a comparable replacement
policy, with a total coverage equal to the remaining coverage of such terminated
PMI Policy. If the insurer shall cease to be a Qualified Insurer, the Company
shall determine whether recoveries under the PMI Policy and LPMI Policy are
jeopardized for reasons related to the financial condition of such insurer, it
being understood that the Company shall in no event have any responsibility or
liability for any failure to recover under the PMI Policy or LPMI Policy for
such reason. If the Company determines that recoveries are so jeopardized, it
shall notify the Purchaser and the Mortgagor, if required, and obtain from
another Qualified Insurer a replacement insurance policy. The Company shall not
take any action which would result in noncoverage under any applicable PMI
Policy or LPMI Policy of any loss which, but for the actions of the Company
would have been covered thereunder. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant to Section
6.01, the Company shall promptly notify the insurer under the related PMI Policy
or LPMI Policy, if any, of such assumption or substitution of liability in
accordance with the terms of such PMI Policy or LPMI Policy and shall take all
actions which may be required by such insurer as a condition to the continuation
of coverage under such PMI Policy or LPMI Policy. If such PMI Policy is
terminated as a result of such assumption or substitution of liability, the
Company shall obtain a replacement PMI Policy or LPMI Policy as provided above.
In connection with its activities as servicer, the Company agrees to
prepare and present, on behalf of itself and the Purchaser, claims to the
insurer under any PMI Policy in a timely fashion in accordance with the terms of
such PMI Policy and, in this regard, to take such action as shall be necessary
to permit recovery under any PMI Policy respecting a defaulted Mortgage Loan.
Pursuant to Section 4.04, any amounts collected by the Company under any PMI
Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.
Section 4.16 TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Purchaser, or in the event the Purchaser is
not authorized or permitted to hold title to real property in the state where
the REO Property is located, or would be adversely affected under the "doing
business" or tax laws of such state by so holding title, the deed or certificate
of sale shall be taken in the name of such Person or Persons as shall be
consistent with an Opinion of Counsel obtained by the Company from any attorney
duly licensed to practice law in the state where the REO Property is located.
The Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the
Purchaser.
The Purchaser shall have the option to manage and operate the REO
Property provided the Purchaser gives written notice of its intention to do so
within thirty (30) days after such REO Property is acquired in foreclosure or by
deed in lieu of foreclosure. The election by the Purchaser to manage the REO
Property shall not constitute a termination of any rights of the Company
pursuant to Section 11.02. Upon the Company's receipt of such written notice, it
shall be relived of any obligation to manage, conserve, protect, operate,
dispose or sell the Mortgaged Property for the Purchaser, or its designee. All
such duties will become the obligation of the Purchaser, or its designee. In
such connection, upon the Mortgaged Property being acquired on behalf of the
Purchaser, or its designee, the Company shall fully cooperate with Purchaser to
transfer management of the REO Property to Purchaser, or its designee, and shall
immediately submit a statement of expenses to the Purchaser for reimbursement
within 30 days for all Monthly Advances and Servicing Advances. If Company does
not receive reimbursement of such expenses from the Purchaser within the 30-days
of the statement of expenses, Company shall be permitted to withdraw such amount
from the Custodial Account pursuant to Section 4.05.
In the event the Purchaser does not elect to manage an REO Property, the
Company shall manage, conserve and protect the related REO Property for the
Purchaser. The Company, either itself or through an agent selected by the
Company, shall manage the REO Property in the same manner that it manages,
conserves, protects and operates other foreclosed property for its own account,
and in the same manner that similar property in the same locality as the REO
Property is managed. The Company shall attempt to sell the same (and may
temporarily rent the same for a period not greater than one year, except as
otherwise provided below) on such terms and conditions as the Company deems to
be in the best interest of the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as
soon as possible and shall sell such REO Property in any event within one year
after title has been taken to such REO Property, unless (i) a REMIC election has
not been made with respect to the arrangement under which the Mortgage Loans and
the REO Property are held, and (ii) the Company determines, and gives an
appropriate notice to the Purchaser to such effect, that a longer period is
necessary for the orderly liquidation of such REO Property. If a period longer
than one year is permitted under the foregoing sentence and is necessary to sell
any REO Property, (i) the Company shall report monthly to the Purchaser as to
the progress being made in selling such REO Property and (ii) if, with the
written consent of the Purchaser, a purchase money mortgage is taken in
connection with such sale, such purchase money mortgage shall name the Company
as mortgagee, and such purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate participation agreement among the Company
and Purchaser shall be entered into with respect to such purchase money
mortgage.
The Company shall also maintain on each REO Property fire and hazard
insurance with extended coverage in amount which is at least equal to the
maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above.
The disposition of REO Property shall be carried out by the Company at
such price, and upon such terms and conditions, as the Company deems to be in
the best interests of the Purchaser. The proceeds of sale of the REO Property
shall be promptly deposited in the Custodial Account. As soon as practical
thereafter the expenses of such sale shall be paid and the Company shall
reimburse itself for any related unreimbursed Servicing Advances, unpaid
Servicing Fees and unreimbursed advances made pursuant to Section 5.03. On the
Remittance Date immediately following the Principal Prepayment Period in which
such sale proceeds are received the net cash proceeds of such sale remaining in
the Custodial Account shall be distributed to the Purchaser.
The Company shall withdraw the Custodial Account funds necessary for the
proper operation management and maintenance of the REO Property, including the
cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees
of any managing agent of the Company, or the Company itself. The Company shall
make monthly distributions on each Remittance Date to the Purchaser of the net
cash flow from the REO Property (which shall equal the revenues from such REO
Property net of the expenses described in the Section 4.16 and of any reserves
reasonably required from time to time to be maintained to satisfy anticipated
liabilities for such expenses).
Section 4.17 REAL ESTATE OWNED REPORTS.
Together with the statement furnished pursuant to Section 5.02, the
Company shall furnish to the Purchaser on or before the Remittance Date each
month a statement with respect to any REO Property covering the operation of
such REO Property for the previous month and the Company's efforts in connection
with the sale of such REO Property and any rental of such REO Property
incidental to the sale thereof for the previous month. That statement shall be
accompanied by such other information as the Purchaser shall reasonably request.
Section 4.18 LIQUIDATION REPORTS.
Upon the foreclosure sale of any Mortgaged Property or the acquisition
thereof by the Purchaser pursuant to a deed in lieu of foreclosure, the Company
shall submit to the Purchaser a liquidation report with respect to such
Mortgaged Property.
Section 4.19 REPORTS OF FORECLOSURES AND ABANDONMENTS OF MORTGAGED PROPERTY.
Following the foreclosure sale or abandonment of any Mortgaged Property,
the Company shall report such foreclosure or abandonment as required pursuant to
Section 6050J of the Code. The Company shall file information reports with
respect to the receipt of mortgage interest received in a trade or business and
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property as required by the Code. Such reports shall be in form
and substance sufficient to meet the reporting requirements imposed by the Code.
Section 4.20 APPLICATION OF BUYDOWN FUNDS.
With respect to each Buydown Mortgage Loan, the Company shall have
deposited into the Escrow Account, no later than the last day of the month,
Buydown Funds in an amount equal to the aggregate undiscounted amount of
payments that, when added to the amount the Mortgagor on such Mortgage Loan is
obligated to pay on all Due Dates in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payments which are required to
be paid by the Mortgagor under the terms of the related Mortgage Note (without
regard to the related Buydown Agreement as if the Mortgage Loan were not subject
to the terms of the Buydown Agreement). With respect to each Buydown Mortgage
Loan, the Company will distribute to the Purchaser on each Remittance Date an
amount of Buydown Funds equal to the amount that, when added to the amount
required to be paid on such date by the related Mortgagor, pursuant to and in
accordance with the related Buydown Agreement, equals the full Monthly Payment
that would otherwise be required to be paid on such Mortgage Loan by the related
Mortgagor under the terms of the related Mortgage Note (as if the Mortgage Loan
were not a Buydown Mortgage Loan and without regard to the related Buydown
Agreement).
If the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage
Loan during the Buydown Period and the Mortgaged Property securing such Buydown
Mortgage Loan is sold in the liquidation thereof (either by the Company or the
insurer under any related Primary Insurance Policy) the Company shall, on the
Remittance Date following the date upon which Liquidation Proceeds or REO
Disposition proceeds are received with respect to any such Buydown Mortgage
Loan, distribute to the Purchaser all remaining Buydown Funds for such Mortgage
Loan then remaining in the Escrow Account. Pursuant to the terms of each Buydown
Agreement, any amounts distributed to the Purchaser in accordance with the
preceding sentence will be applied to reduce the outstanding principal balance
of the related Buydown Mortgage Loan. If a Mortgagor on a Buydown Mortgage Loan
prepays such Mortgage Loan in its entirety during the related Buydown Period,
the Company shall be required to withdraw from the Escrow Account any Buydown
Funds remaining in the Escrow Account with respect to such Buydown Mortgage Loan
in accordance with the related Buydown Agreement. If a principal prepayment by a
Mortgagor on a Buydown Mortgage Loan during the related Buydown Period, together
with any Buydown Funds then remaining in the Escrow Account related to such
Buydown Mortgage Loan, would result in a principal prepayment of the entire
unpaid principal balance of the Buydown Mortgage Loan, the Company shall
distribute to the Purchaser on the Remittance Date occurring in the month
immediately succeeding the month in which such Principal Prepayment is received,
all Buydown Funds related to such Mortgage Loan so remaining in the Escrow
Account, together with any amounts required to be deposited into the Custodial
Account.
Section 4.21 NOTIFICATION OF ADJUSTMENTS.
With respect to each adjustable rate Mortgage Loan, the Company shall
adjust the Mortgage Interest Rate on the related Interest Rate Adjustment Date
in compliance with the requirements of applicable law and the related Mortgage
and Mortgage Note. The Company shall execute and deliver any and all necessary
notices required under applicable law and the terms of the related Mortgage Note
and Mortgage regarding the Mortgage Interest Rate adjustments. Upon the
discovery by the Company or the receipt of notice from the Purchaser that the
Company has failed to adjust a Mortgage Interest Rate in accordance with the
terms of the related Mortgage Note, the Company shall immediately deposit in the
Custodial Account from its own funds the amount of any interest loss or deferral
caused the Purchaser thereby.
Section 4.22 CONFIDENTIALITY/PROTECTION OF CUSTOMER INFORMATION.
The Company shall keep confidential and shall not divulge to any party, without
the Purchaser's prior written consent, the price paid by the Purchaser for the
Mortgage Loans, except to the extent that it is reasonable and necessary for the
Company to do so in working with legal counsel, auditors, taxing authorities or
other governmental agencies. Each party agrees that it shall comply with all
applicable laws and regulations regarding the privacy or security of Customer
Information and shall maintain appropriate administrative, technical and
physical safeguards to protect the security, confidentiality and integrity of
Customer Information, including maintaining security measures designed to meet
the Interagency Guidelines Establishing Standards for Safeguarding Customer
Information, 66 Fed. Reg. 8616 (the "Interagency Guidelines"), if applicable.
For purposes of this Section 4.22, the term "Customer Information" shall have
the meaning assigned to it in the Interagency Guidelines.
Section 4.23 FAIR CREDIT REPORTING ACT
The Company, in its capacity as servicer for each Mortgage Loan, agrees
to fully furnish, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (e.g., favorable and
unfavorable) on its borrower credit files to Equifax, Experian and Trans Union
Credit Information Company (three of the credit repositories), on a monthly
basis.
Section 4.24 ESTABLISHMENT OF AND DEPOSITS TO SUBSIDY ACCOUNT.
The Company shall segregate and hold all Subsidy Funds collected and
received pursuant to the Subsidy Loans separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Subsidy
Accounts, in the form of time deposit or demand accounts, titled "Wells Fargo
Bank, N.A., in trust for the Purchaser, its successors or assigns, and/or
subsequent purchasers of residential Mortgage Loans, and various Mortgagors."
The Subsidy Account shall be an eligible deposit account established with an
eligible institution.
The Company shall, from time to time, withdraw funds from the Subsidy
Account for the following purposes:
(i) to deposit in the Custodial Account in the amounts and in
the manner provided for in Section 4.04(xi);
(ii) to transfer funds to another eligible institution in
accordance with Section 4.09 hereof;
(iii) to withdraw funds deposited in error; and
(iv) to clear and terminate the Subsidy Account upon the
termination of this Agreement.
Notwithstanding anything to the contrary elsewhere in this Agreement,
the Company may employ the Escrow Account as the Subsidy Account to the extent
that the Company can separately identify any Subsidy Funds deposited therein.
Section 4.25 USE OF SUBSERVICERS AND SUBCONTRACTORS.
The Company shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Company under this
Agreement or any Reconstitution Agreement unless the Company complies with the
provisions of paragraph (a) of this Section 4.25. The Company shall not hire or
otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to
fulfill any of the obligations of the Company under this Agreement or any
Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section 4.25.
(a) It shall not be necessary for the Company to seek the consent of the
Purchaser or any Depositor to the utilization of any Subservicer. The
Company shall cause any Subservicer used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to
comply with the provisions of this Section 4.25 and with Sections 6.04,
6.06, 9.01(e)(iii), 9.01(e)(v) and 9.01(f) of this Agreement to the same
extent as if such Subservicer were the Company, and to provide the
information required with respect to such Subservicer under Section
9.01(e)(iv) of this Agreement. The Company shall be responsible for
obtaining from each Subservicer and delivering to the Purchaser and any
Depositor any servicer compliance statement required to be delivered by
such Subservicer under Section 6.04 and any assessment of compliance and
attestation required to be delivered by such Subservicer under Section
6.06 and any certification required to be delivered to the Person that
will be responsible for signing the Sarbanes Certification under Section
6.06 as and when required to be delivered.
(b) It shall not be necessary for the Company to seek the consent of the
Purchaser or any Depositor to the utilization of any Subcontractor. The
Company shall promptly upon request provide to the Purchaser and any
Depositor (or any designee of the Depositor, such as a master servicer
or administrator) a written description (in form and substance
satisfactory to the Purchaser and such Depositor) of the role and
function of each Subcontractor utilized by the Company or any
Subservicer, specifying (i) the identity of each such Subcontractor,
(ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB,
and (iii) which elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.
As a condition to the utilization of any Subcontractor determined to be
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Company shall cause any such Subcontractor used by the
Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 6.06 and 9.01(f) of this
Agreement to the same extent as if such Subcontractor were the Company. The
Company shall be responsible for obtaining from each Subcontractor and
delivering to the Purchaser and any Depositor any assessment of compliance and
attestation required to be delivered by such Subcontractor under Section 6.06,
in each case as and when required to be delivered.
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01 REMITTANCES.
On each Remittance Date the Company shall remit by wire transfer of
immediately available funds to the Purchaser (a) all amounts deposited in the
Custodial Account as of the close of business on the Determination Date (net of
charges against or withdrawals from the Custodial Account pursuant to Section
4.05), plus (b) all amounts, if any, which the Company is obligated to
distribute pursuant to Section 5.03, minus (c) any amounts attributable to
Principal Prepayments received after the applicable Principal Prepayment Period
which amounts shall be remitted on the following Remittance Date, together with
any additional interest required to be deposited in the Custodial Account in
connection with such Principal Prepayment in accordance with Section 4.04(viii);
minus (d) any amounts attributable to Monthly Payments collected but due on a
Due Date or Dates subsequent to the first day of the month of the Remittance
Date, and minus (e) any amounts attributable to Buydown Funds being held in the
Custodial Account, which amounts shall be remitted on the Remittance Date next
succeeding the Due Period for such amounts.
With respect to any remittance received by the Purchaser after the
Business Day on which such payment was due, the Company shall pay to the
Purchaser interest on any such late payment at an annual rate equal to the Prime
Rate, adjusted as of the date of each change, plus three percentage points, but
in no event greater than the maximum amount permitted by applicable law. Such
interest shall cover the period commencing with the day following the Business
Day such payment was due and ending with the Business Day on which such payment
is made to the Purchaser, both inclusive. Such interest shall be remitted by
wire transfer of immediately available funds within one Business Day following
agreement by the Purchaser and the Company of the penalty amount. The payment by
the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.
Section 5.02 STATEMENTS TO PURCHASER.
Not later than the Remittance Date, the Company shall furnish to the
Purchaser a monthly remittance advice in the standard form of electronic
Alltel(R) file, as to the period ending on the last day of the preceding month.
If requested by the Purchaser prior to the related Closing Date, the first
monthly remittance advice due to the Purchaser following such Closing Date shall
be furnished by the 12th calendar day, or if such day is not a Business Day,
then the preceding Business Day.
Section 5.03 MONTHLY ADVANCES BY COMPANY.
On the Business Day immediately preceding each Remittance Date, the
Company shall deposit in the Custodial Account from its own funds or from
amounts held for future distribution an amount equal to all Monthly Payments
(with interest adjusted to the Mortgage Loan Remittance Rate) which were due on
the Mortgage Loans during the applicable Due Period and which were delinquent at
the close of business on the immediately preceding Determination Date or which
were deferred pursuant to Section 4.01. Any amounts held for future distribution
and so used shall be replaced by the Company by deposit in the Custodial Account
on or before any future Remittance Date if funds in the Custodial Account on
such Remittance Date shall be less than payments to the Purchaser required to be
made on such Remittance Date. The Company's obligation to make such Monthly
Advances as to any Mortgage Loan will continue through the last Monthly Payment
due prior to the payment in full of the Mortgage Loan, or through the last
Remittance Date prior to the Remittance Date for the distribution of all
Liquidation Proceeds and other payments or recoveries (including REO Disposition
Proceeds, Insurance Proceeds and Condemnation Proceeds) with respect to the
Mortgage Loan; provided, however, that such obligation shall cease if the
Company determines, in its sole reasonable opinion, that advances with respect
to such Mortgage Loan are non-recoverable by the Company from Liquidation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, Condemnation Proceeds,
or otherwise with respect to a particular Mortgage Loan. In the event that the
Company determines that any such advances are non-recoverable, the Company shall
provide the Purchaser with a certificate signed by two officers of the Company
evidencing such determination.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 TRANSFERS OF MORTGAGED PROPERTY.
The Company shall use its best efforts to enforce any "due-on-sale"
provision contained in any Mortgage or Mortgage Note and to deny assumption by
the Person to whom the Mortgaged Property has been or is about to be sold
whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains liable on the Mortgage and the Mortgage Note. When the
Mortgaged Property has been conveyed by the Mortgagor, the Company shall, to the
extent it has knowledge of such conveyance, immediately notify the Purchaser and
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause applicable thereto, provided, however, that the Company
shall not exercise such rights if prohibited by law from doing so or if the
exercise of such rights would impair or threaten to impair any recovery under
the related PMI Policy, if any.
If the Company reasonably believes it is unable under applicable law to
enforce such "due-on-sale" clause, the Company shall enter into (i) an
assumption and modification agreement with the Person to whom such property has
been conveyed, pursuant to which such Person becomes liable under the Mortgage
Note and the original Mortgagor remains liable thereon or (ii) in the event the
Company is unable under applicable law to require that the original Mortgagor
remain liable under the Mortgage Note and the Company has the prior consent of
the primary mortgage guaranty insurer, a substitution of liability agreement
with the purchaser of the Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged Property
is substituted as Mortgagor and becomes liable under the Mortgage Note. If an
assumption fee is collected by the Company for entering into an assumption
agreement the fee will be retained by the Company as additional servicing
compensation. In connection with any such assumption, neither the Mortgage
Interest Rate borne by the related Mortgage Note, the term of the Mortgage Loan,
the outstanding principal amount of the Mortgage Loan nor any other materials
terms shall be changed without Purchaser's consent.
To the extent that any Mortgage Loan is assumable, the Company shall
inquire diligently into the credit worthiness of the proposed transferee, and
shall use the underwriting criteria for approving the credit of the proposed
transferee which are used with respect to underwriting mortgage loans of the
same type as the Mortgage Loans. If the credit of the proposed transferee does
not meet such underwriting criteria, the Company diligently shall, to the extent
permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate
the maturity of the Mortgage Loan.
Section 6.02 SATISFACTION OF MORTGAGES AND RELEASE OF MORTGAGE LOAN DOCUMENTS.
Upon the payment in full of any Mortgage Loan, or the receipt by the
Company of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Company shall notify the Purchaser in the
Monthly Remittance Advice as provided in Section 5.02, and may request the
release of any Mortgage Loan Documents.
If the Company satisfies or releases a Mortgage without first having
obtained payment in full of the indebtedness secured by the Mortgage or should
the Company otherwise prejudice any rights the Purchaser may have under the
mortgage instruments, upon written demand of the Purchaser, the Company shall
repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof
in the Custodial Account within 2 Business Days of receipt of such demand by the
Purchaser. The Company shall maintain the Fidelity Bond and Errors and Omissions
Insurance Policy as provided for in Section 4.12 insuring the Company against
any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
Section 6.03 SERVICING COMPENSATION.
As compensation for its services hereunder, the Company shall be
entitled to withdraw from the Custodial Account or to retain from interest
payments on the Mortgage Loans the amount of its Servicing Fee. The Servicing
Fee shall be payable monthly and shall be computed on the basis of the
outstanding principal balance and for the period respecting which any related
interest payment on a Mortgage Loan is computed. The obligation of the Purchaser
to pay the Servicing Fee is limited to, and payable solely from, the interest
portion of such Monthly Payments.
Additional servicing compensation in the form of assumption fees, to the
extent provided in Section 6.01, and late payment charges shall be retained by
the Company to the extent not required to be deposited in the Custodial Account.
The Company shall be required to pay all expenses incurred by it in connection
with its servicing activities hereunder and shall not be entitled to
reimbursement thereof except as specifically provided for herein.
Section 6.04 ANNUAL STATEMENTS AS TO COMPLIANCE.
(i) The Company shall deliver to the Purchaser, on or before February
28, 2006, an Officer's Certificate, stating that (x) a review of the activities
of the Company during the preceding calendar year and of performance under this
Agreement or similar agreements has been made under such officer's supervision,
and (y) to the best of such officer's knowledge, based on such review, the
Company has fulfilled all its obligations under this Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and the action being taken by the Company to cure such default.
(ii) On or before March 1 of each calendar year, commencing in 2007, the
Company shall deliver to the Purchaser and any Depositor a statement of
compliance addressed to the Purchaser and such Depositor and signed by an
authorized officer of the Company, to the effect that (a) a review of the
Company's activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this Agreement and any
applicable Reconstitution Agreement during such period has been made under such
officer's supervision, and (b) to the best of such officers' knowledge, based on
such review, the Company has fulfilled all of its obligations under this
Agreement and any applicable Reconstitution Agreement in all material respects
throughout such calendar year (or applicable portion thereof) or, if there has
been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the nature
and the status thereof.
Section 6.05 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
Except with respect to Securitization Transactions occurring on or after
January 1, 2006, on or before February 28, 2006, the Company, at its expense,
shall cause a firm of independent public accountants which is a member of the
American Institute of Certified Public Accountants to furnish a statement to
each Purchaser to the effect that such firm has examined certain documents and
records relating to the servicing of the mortgage loans similar in nature and
that such firm is of the opinion that the provisions of this or similar
agreements have been complied with, and that, on the basis of such examination
conducted substantially in compliance with the Single Attestation Program for
Mortgage Bankers, nothing has come to their attention which would indicate that
such servicing has not been conducted in compliance therewith, except for (i)
such exceptions as such firm shall believe to be immaterial, and (ii) such other
exceptions as shall be set forth in such statement. By providing Purchaser a
copy of a Uniform Single Attestation Program Report from their independent
public accountant's on an annual basis, Company shall be considered to have
fulfilled its obligations under this Section 6.05.
Section 6.06 REPORT ON ASSESSMENT OF COMPLIANCE AND ATTESTATION.
With respect to any Mortgage Loans that are the subject of a
Securitization Transaction occurring on or before March 1 of each calendar year,
commencing in 2007, the Company shall:
(i) deliver to the Purchaser and any Depositor a report (in form and
substance reasonably satisfactory to the Purchaser and such
Depositor) regarding the Company's assessment of compliance with
the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122 of Regulation AB. Such report shall be
addressed to the Purchaser and such Depositor and signed by an
authorized officer of the Company and shall address each of the
Servicing Criteria specified on a certification substantially in
the form of Exhibit D hereto;
(ii) deliver to the Purchaser and any Depositor a report of a
registered public accounting firm reasonably acceptable to the
Purchaser and such Depositor that attests to, and reports on,
the assessment of compliance made by the Company and delivered
pursuant to the preceding paragraph. Such attestation shall be
in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation
S-X under the Securities Act and the Exchange Act;
(iii) cause each Subservicer and each Subcontractor, determined by the
Company pursuant to Section 425(b) to be "participating in the
servicing function" within the meaning of Item 1122 of
Regulation AB, to deliver to the Purchaser and such Depositor an
assessment of compliance and accountants' attestation as and
when provided in paragraphs (a) and (b) of this Section 6.06;
and
(iv) deliver to the Purchaser, any Depositor and any other Person
that will be responsible for signing the certification (a
"Sarbanes Certification") required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer
with respect to a Securitization Transaction a certification in
the form attached hereto as Exhibit E.
The Company acknowledges that the parties identified in clause (iv)
above may rely on the certification provided by the Company pursuant to such
clause in signing a Sarbanes Certification and filing such with the Commission.
Section 6.07 REMEDIES.
(i) Any failure by the Company, any Subservicer, any Subcontractor or
any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under Article 9,
Section 6.04, Section 6.05 or Section 6.06, or any breach by the Company of a
representation or warranty set forth in Section 9.01(e)(iv)(A), or in a writing
furnished pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to the
closing date of the related Securitization Transaction, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a
representation or warranty in a writing furnished pursuant to Section
9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date,
shall, except as provided in sub-clause (ii) of this Section, immediately and
automatically, without notice or grace period, constitute an Event of Default
with respect to the Company under this Agreement and any applicable
Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as
applicable, in its sole discretion to terminate the rights and obligations of
the Company as servicer under this Agreement and/or any applicable
Reconstitution Agreement without payment (notwithstanding anything in this
Agreement or any applicable Reconstitution Agreement to the contrary) of any
compensation to the Company; provided that to the extent than any provision of
this Agreement and/or any applicable Reconstitution Agreement expressly provides
for the survival of certain rights or obligations following termination of the
Company as servicer, such provision shall be given effect.
(ii) Any failure by the Company, any Subservicer or any Subcontractor to
deliver any information, report, certification or accountants' letter when and
as required under Section 6.04, Section 6.05 or Section 6.06, including any
failure by the Company to identify any Subcontract "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, which
continues unremedied for ten (10) calendar days after the date on which such
information, report, certification or accountants' letter was required to be
delivered shall constitute an Event of Default with respect to the Company under
this Agreement and any applicable Reconstitution Agreement, and shall entitle
the Purchaser or Depositor, as applicable, in its sole discretion to terminate
the rights and obligations of the Company under this Agreement and/or any
applicable Reconstitution Agreement without payment (notwithstanding anything in
this Agreement to the contrary) of any compensation to the Company; provided
that to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights
or obligations following termination of the Company as servicer, such provision
shall be given effect.
(iii) The Company shall promptly reimburse the Purchaser (or any
designee of the Purchaser, such as a master servicer) and any Depositor, as
applicable, for all reasonable expenses incurred by the Purchaser (or such
designee) or such Depositor, as such are incurred, in connection with the
termination of the Company as servicer and the transfer of servicing of the
Mortgage Loans to a successor servicer. The provisions of this paragraph shall
not limit whatever rights the Purchaser or any Depositor may have under other
provisions of this Agreement and/or any applicable Reconstitution Agreement or
otherwise, whether in equity or at law, such as an action for damages, specific
performance or injunctive relief.
SECTION 6.08 RIGHT TO EXAMINE COMPANY RECORDS.
The Purchaser, or its designee, shall have the right to examine and
audit any and all of the books, records, or other information of the Company,
whether held by the Company or by another on its behalf, with respect to or
concerning this Agreement or the Mortgage Loans, during business hours or at
such other times as may be reasonable under applicable circumstances, upon
reasonable advance notice. The Purchaser shall pay its own expenses associated
with such examination.
Section 6.09 COMPLIANCE WITH REMIC PROVISIONS.
If a REMIC election has been made with respect to the arrangement under
which the Mortgage Loans and REO Property are held, the Company shall not take
any action, cause the REMIC to take any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC (including but not limited
to the tax on "prohibited transactions" as defined Section 860(a)(2) of the Code
and the tax on "contributions" to a REMIC set forth in Section 860(d) of the
Code) unless the Company has received an Opinion of Counsel (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of any
such tax.
ARTICLE VII
COMPANY TO COOPERATE
Section 7.01 PROVISION OF INFORMATION.
During the term of this Agreement, the Company shall furnish to the
Purchaser such periodic, special, or other reports or information, and copies or
originals of any documents contained in the Servicing File for each Mortgage
Loan provided for herein. All other special reports or information not provided
for herein as shall be necessary, reasonable, or appropriate with respect to the
Purchaser or any regulatory agency will be provided at the Purchaser's expense.
All such reports, documents or information shall be provided by and in
accordance with all reasonable instructions and directions which the Purchaser
may give.
The Company shall execute and deliver all such instruments and take all
such action as the Purchaser may reasonably request from time to time, in order
to effectuate the purposes and to carry out the terms of this Agreement.
Section 7.02 FINANCIAL STATEMENTS; SERVICING FACILITY.
In connection with marketing the Mortgage Loans, the Purchaser may make
available to a prospective Purchaser a Consolidated Statement of Operations of
the Company for the most recently completed two (2) fiscal years for which such
a statement is available, as well as a Consolidated Statement of Condition at
the end of the last two fiscal years covered by such Consolidated Statement of
Operations. The Company also shall make available any comparable interim
statements to the extent any such statements have been prepared by or on behalf
of the Company (and are available upon request to members or stockholders of the
Company or to the public at large).
The Company also shall make available to Purchaser or prospective
Purchaser a knowledgeable financial or accounting officer for the purpose of
answering questions respecting recent developments affecting the Company or the
financial statements of the Company, and to permit any prospective purchaser to
inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage
Loans as provided in this Agreement.
ARTICLE VIII
THE COMPANY
Section 8.01 INDEMNIFICATION; THIRD PARTY CLAIMS.
The Company shall indemnify the Purchaser and hold it harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs, fees
and expenses that the Purchaser may sustain in any way related to the failure of
the Company to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Company immediately shall
notify the Purchaser if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior written consent of the
Purchaser) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or the Purchaser in respect
of such claim. The Company shall follow any written instructions received from
the Purchaser in connection with such claim. The Purchaser promptly shall
reimburse the Company for all amounts advanced by it pursuant to the preceding
sentence except when the claim is in any way related to the Company's
indemnification pursuant to Section 3.03, or the failure of the Company to
service and administer the Mortgage Loans in strict compliance with the terms of
this Agreement.
Section 8.02 MERGER OR CONSOLIDATION OF THE COMPANY.
The Company shall keep in full effect its existence, rights and
franchises and shall obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement or any of the Mortgage
Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Company shall be a party, or any Person succeeding to the business of the
Company, shall be the successor of the Company hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, provided, however, that
the successor or surviving Person shall be an institution which is a Fannie
Mae/Freddie Mac-approved company in good standing and has a net worth of no less
than $25 million. Furthermore, in the event the Company transfers or otherwise
disposes of all or substantially all of its assets to an affiliate of the
Company, such affiliate shall satisfy the condition above, and shall also be
fully liable to the Purchaser for all of the Company's obligations and
liabilities hereunder.
Section 8.03 LIMITATION ON LIABILITY OF COMPANY AND OTHERS.
Neither the Company nor any of the directors, officers, employees or
agents of the Company shall be under any liability to the Purchaser for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment, provided, however, that
this provision shall not protect the Company or any such Person against any
breach of warranties or representations made herein, or failure to perform its
obligations in strict compliance with any standard of care set forth in this
Agreement or any other liability which would otherwise be imposed under this
Agreement. The Company and any director, officer, employee or agent of the
Company may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
The Company shall not be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its duties to service the Mortgage
Loans in accordance with this Agreement and which in its opinion may involve it
in any expense or liability, provided, however, that the Company may, with the
consent of the Purchaser, undertake any such action which it may deem necessary
or desirable in respect to this Agreement and the rights and duties of the
parties hereto. In such event, the Company shall be entitled to reimbursement
from the Purchaser of the reasonable legal expenses and costs of such action.
Section 8.04 LIMITATION ON RESIGNATION AND ASSIGNMENT BY COMPANY.
The Purchaser has entered into this Agreement with the Company and
subsequent Purchaser will purchase the Mortgage Loans in reliance upon the
independent status of the Company, and the representations as to the adequacy of
its servicing facilities, plant, personnel, records and procedures, its
integrity, reputation and financial standing, and the continuance thereof.
Therefore, the Company shall neither assign this Agreement or the servicing
rights hereunder or delegate its rights or duties hereunder (other than pursuant
to Section 4.01) or any portion hereof or sell or otherwise dispose of all of
its property or assets without the prior written consent of the Purchaser, which
consent shall not be unreasonably withheld.
The Company shall not resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or upon
the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Purchaser which Opinion of
Counsel shall be in form and substance acceptable to the Purchaser. No such
resignation shall become effective until a successor shall have assumed the
Company's responsibilities and obligations hereunder in the manner provided in
Section 12.01.
Without in any way limiting the generality of this Section 8.04, in the
event that the Company either shall assign this Agreement or the servicing
responsibilities hereunder or delegate its duties hereunder (other than pursuant
to Section 4.01) or any portion thereof or sell or otherwise dispose of all or
substantially all of its property or assets, without the prior written consent
of the Purchaser, then the Purchaser shall have the right to terminate this
Agreement upon notice given as set forth in Section 10.01, without any payment
of any penalty or damages and without any liability whatsoever to the Company or
any third party.
ARTICLE IX
SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS
Section 9.01 Securitization Transactions; Whole Loan Transfers and Agency
Transfers
The Purchaser and the Company agree that with respect to some or all of
the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan
Transfers, Agency Transfer or Securitization Transactions, retaining the Company
as the servicer thereof or subservicer if a master servicer is employed, or as
applicable the "seller/servicer." On the Reconstitution Date, the Mortgage Loans
transferred may cease to be covered by this Agreement; provided, however, that,
in the event that any Mortgage Loan transferred pursuant to this Section 9.01 is
rejected by the transferee, the Company shall continue to service such rejected
Mortgage Loan on behalf of the Purchaser in accordance with the terms and
provisions of this Agreement.
The Company shall cooperate with the Purchaser in connection with each
Whole Loan Transfer, Agency Transfer or Securitization Transaction in accordance
with this Section 9.01. In connection therewith:
(a) the Company shall make all representations and warranties with
respect to the Mortgage Loans as of the related Closing Date and
with respect to the Company itself as of the closing date of each
Whole Loan Transfer, Agency Transfer or Securitization
Transaction;
(b) the Company shall negotiate in good faith and execute any
seller/servicer agreements required to effectuate the foregoing
provided such agreements create no greater obligation or cost on
the part of the Company than otherwise set forth in this
Agreement;
(c) the Company shall provide as applicable:
(i) any and all information and appropriate verification of
information which may be reasonably available to the
Company, whether through letters of its auditors and
counsel or otherwise, as the Purchaser shall request;
(ii) such additional representations, warranties, covenants,
opinions of counsel, letters from auditors, and
certificates of public officials or officers of the
Company as are reasonably believed necessary by the
trustee, any Rating Agency or the Purchaser, as the case
may be, in connection with such Whole Loan Transfers,
Agency Transfers or Securitization Transactions. The
Purchaser shall pay all third party costs associated
with the preparation of such information. The Company
shall execute any seller/servicer agreements required
within a reasonable period of time after receipt of such
seller/servicer agreements which time shall be
sufficient for the Seller and Seller's counsel to review
such seller/servicer agreements. Under this Agreement,
the Company shall retain a Servicing Fee for each
Mortgage Loan, at no less than the applicable Servicing
Fee Rate; and
(iii) at any time as required by any Rating Agency, such
additional documents from the related Retained Mortgage
File to the Custodian as may be required by such Rating
Agency;
(d) the Company shall with respect to any Mortgage Loans that are
subject to a Securitization Transaction occurring on or before
December 31, 2005,in which the filing of a Sarbanes-Oxley
Certification directly with the Commission is required, by
February 28, 2006, or in connection with any additional
Sarbanes-Oxley Certification required to be filed upon thirty
(30) days written request, an officer of the Company shall
execute and deliver an Officer's Certification substantially in
the form attached hereto as Exhibit F, to the entity filing the
Sarbanes-Oxley Certification directly with the Commission (such
as the Purchaser, any master servicer, any trustee or any
depositor) for the benefit of such entity and such entity's
affiliates and the officers, directors and agents of such entity
and such entity's affiliates, and shall indemnify such entity or
persons arising out of any breach of Company's obligations or
representations relating thereto as provided in such Officer's
Certification.
(e) the Company shall, in connection with any Securitization
Transaction occurring on or after January 1, 2006, the Company
shall (1) within five (5) Business Days following request by the
Purchaser or any Depositor, provide to the Purchaser and such
Depositor (or, as applicable, cause each Third-Party Originator
and each Subservicer to provide), in writing and in form and
substance reasonably satisfactory to the Purchaser and such
Depositor, the information and materials specified in paragraphs
(i), (ii), (iii) and (vii) of this subsection (e), and (2) as
promptly as practicable following notice to or discovery by the
Company, provide to the Purchaser and any Depositor (in writing
and in form and substance reasonably satisfactory to the
Purchaser and such Depositor) the information specified in
paragraph (iv) of this subsection (e).
(i) if so requested by the Purchaser or any Depositor, the
Company shall provide such information regarding (1) the
Company, as originator of the Mortgage Loans (including as
an acquirer of Mortgage Loans from a Qualified
Correspondent), or (2) each Third-Party Originator, and
(3) as applicable, each Subservicer, as is requested for
the purpose of compliance with Items 1103(a)(1), 1105,
1110, 1117 and 1119 of Regulation AB. Such information
shall include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination program
and how long the originator has been engaged in
originating residential mortgage loans, which
description shall include a discussion of the
originator's experience in originating mortgage loans
of a similar type as the Mortgage Loans; information
regarding the size and composition of the originator's
origination portfolio; and information that may be
material, in the good faith judgment of the Purchaser,
to an analysis of the performance of the Mortgage
Loans, including the originators' credit-granting or
underwriting criteria for mortgage loans of similar
type(s) as the Mortgage Loans and such other
information as the Purchaser or any Depositor may
reasonably request for the purpose of compliance with
Item 1110(b)(2) of Regulation AB;
(C) a description of any material legal or governmental
proceedings pending (or known to be contemplated)
against the Company, each Third-Party Originator and
each Subservicer; and
(D) a description of any affiliation or relationship
between the Company, each Third-Party Originator, each
Subservicer and any of the following parties to a
Securitization Transaction, as such parties are
identified to the Company by the Purchaser or any
Depositor in writing in advance of a Securitization
Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, the
Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information
with respect to the mortgage loans (of a similar type as
the Mortgage Loans, as reasonably identified by the
Purchaser as provided below) originated by (1) the
Company, if the Company is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a
Qualified Correspondent), and/or (2) each Third-Party
Originator. Such Static Pool Information shall be prepared
by the Company (or Third-Party Originator) on the basis of
its reasonable, good faith interpretation of the
requirements of Item 1105(a)(1)-(3) of Regulation AB. To
the extent that there is reasonably available to the
Company (or Third-Party Originator) Static Pool
Information with respect to more than one mortgage loan
type, the Purchaser or any Depositor shall be entitled to
specify whether some or all of such information shall be
provided pursuant to this paragraph. The content of such
Static Pool Information may be in the form customarily
provided by the Company, and need not be customized for
the Purchaser or any Depositor. Such Static Pool
Information for each vintage origination year or prior
securitized pool, as applicable, shall be presented in
increments no less frequently than quarterly over the life
of the mortgage loans included in the vintage origination
year or prior securitized pool. The most recent periodic
increment must be as of a date no later than 135 days
prior to the date of the prospectus or other offering
document in which the Static Pool Information is to be
included or incorporated by reference. The Static Pool
Information shall be provided in an electronic format that
provides a permanent record of the information provided,
such as a portable document format (pdf) file, or other
such electronic format reasonably required by the
Purchaser or the Depositor, as applicable.
If so requested by the Purchaser or any Depositor, the
Company shall provide (or, as applicable, cause each
Third-Party Originator to provide), at the expense of the
requesting party (to the extent of any additional
incremental expense associated with delivery pursuant to
this Agreement), such statements and agreed-upon
procedures letters of certified public accountants
reasonably acceptable to the Purchaser or Depositor, as
applicable, pertaining to Static Pool Information relating
to prior securitized pools for securitizations closed on
or after January 1, 2006 or, in the case of Static Pool
Information with respect to the Company's or Third-Party
Originator's originations or purchases, to calendar months
commencing January 1, 2006, as the Purchaser or such
Depositor shall reasonably request. Such statements and
letters shall be addressed to and be for the benefit of
such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any
sponsor, any Depositor and any broker dealer acting as
underwriter, placement agent or initial purchaser with
respect to a Securitization Transaction. Any such
statement or letter may take the form of a standard,
generally applicable document accompanied by a reliance
letter authorizing reliance by the addressees designated
by the Purchaser or such Depositor.
(iii) If so requested by the Purchaser or any Depositor, the
Company shall provide such information regarding the
Company, as servicer of the Mortgage Loans, and each
Subservicer (each of the Company and each Subservicer, for
purposes of this paragraph, a "Servicer"), as is requested
for the purpose of compliance with Items 1108 of
Regulation AB. Such information shall include, at a
minimum:
(A) the Servicer's form of organization;
(B) a description of how long the Servicer has been
servicing residential mortgage loans; a general
discussion of the Servicer's experience in servicing
assets of any type as well as a more detailed
discussion of the Servicer's experience in, and
procedures for, the servicing function it will perform
under this Agreement and any Reconstitution
Agreements; information regarding the size,
composition and growth of the Servicer's portfolio of
residential mortgage loans of a type similar to the
Mortgage Loans and information on factors related to
the Servicer that may be material, in the good faith
judgment of the Purchaser or any Depositor, to any
analysis of the servicing of the Mortgage Loans or the
related asset-backed securities, as applicable,
including, without limitation:
(1) whether any prior securitizations of
mortgage loans of a type similar to the
Mortgage Loans involving the Servicer have
defaulted or experienced an early
amortization or other performance triggering
event because of servicing during the
three-year period immediately preceding the
related Securitization Transaction;
(2) the extent of outsourcing the Servicer
utilizes;
(3) whether there has been previous disclosure
of material noncompliance with the
applicable servicing criteria with respect
to other securitizations of residential
mortgage loans involving the Servicer as a
servicer during the three-year period
immediately preceding the related
Securitization Transaction;
(4) whether the Servicer has been terminated as
servicer in a residential mortgage loan
securitization, either due to a servicing
default or to application of a servicing
performance test or trigger; and
(5) such other information as the Purchaser or
any Depositor may reasonably request for the
purpose of compliance with Item 1108(b)(2)
of Regulation AB;
(C) a description of any material changes during the
three-year period immediately preceding the related
Securitization Transaction to the Servicer's
policies or procedures with respect to the
servicing function it will perform under this
Agreement and any Reconstitution Agreements for
mortgage loans of a type similar to the Mortgage
Loans;
(D) information regarding the Servicer's financial
condition, to the extent that there is a material
risk that an adverse financial event or
circumstance involving the Servicer could have a
material adverse effect on the performance by the
Company of its servicing obligations under this
Agreement or any Reconstitution Agreement;
(E) information regarding advances made by the Servicer
on the Mortgage Loans and the Servicer's overall
servicing portfolio of residential mortgage loans
for the three-year period immediately preceding the
related Securitization Transaction, which may be
limited to a statement by an authorized officer of
the Servicer to the effect that the Servicer has
made all advances required to be made on
residential mortgage loans serviced by it during
such period, or, if such statement would not be
accurate, information regarding the percentage and
type of advances not made as required, and the
reasons for such failure to advance;
(F) a description of the Servicer's processes and
procedures designed to address any special or
unique factors involved in servicing loans of a
similar type as the Mortgage Loans;
(G) a description of the Servicer's processes for
handling delinquencies, losses, bankruptcies and
recoveries, such as through liquidation of
mortgaged properties, sale of defaulted mortgage
loans or workouts; and
(H) information as to how the Servicer defines or
determines delinquencies and charge-offs, including
the effect of any grace period, re-aging,
restructuring, partial payments considered current
or other practices with respect to delinquency and
loss experience.
(iv) If so requested by the Purchaser or any Depositor for the
purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed
securities, the Company shall (or shall cause each
Subservicer and Third-Party Originator to) (1) notify the
Purchaser and any Depositor in writing of (A) any material
litigation or governmental proceedings pending against the
Company, any Subservicer or any Third-Party Originator and
(B) any affiliations or relationships that develop
following the closing date of a Securitization Transaction
between the Company, any Subservicer or any Third-Party
Originator and any of the parties specified in Section
9.01(e)(i)(D) (and any other parties identified in writing
by the requesting party) with respect to such
Securitization Transaction, and (2) provide to the
Purchaser and any Depositor a description of such
proceedings, affiliations or relationships.
(v) As a condition to the succession to the Company or any
Subservicer as servicer or Subservicer under this
Agreement or any Reconstitution Agreement by any Person
(i) into which the Company or such Subservicer may be
merged or consolidated, or (ii) which may be appointed as
a successor to the Company or any Subservicer, the Company
shall provide to the Purchaser and any Depositor, at least
15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the
Purchaser and any Depositor of such succession or
appointment and (y) in writing and in form and substance
reasonably satisfactory to the Purchaser and such
Depositor, all information reasonably requested by the
Purchaser or any Depositor in order to comply with is
reporting obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities.
(vi) (A) The Company shall represent to the Purchaser, as of
the date on which information is first provided to
the Purchaser under this Section 9.01(e) that,
except as disclosed in writing to the Purchaser
prior to such date: (1) the Company is not aware
and has not received notice that any default, early
amortization or other performance triggering event
has occurred as to any other securitization due to
any act or failure to act of the Company; (2) the
Company has not been terminated as servicer in a
residential mortgage loan securitization, either
due to a servicing default or to application of a
servicing performance test or trigger; (3) no
material noncompliance with the applicable
servicing criteria with respect to other
securitizations of residential mortgage loans
involving the Company as servicer has been
disclosed or reported by the Company; (4) no
material changes to the Company's policies or
procedures with respect to the servicing function
it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a
type similar to the Mortgage Loans have occurred
during the three-year period immediately preceding
the related Securitization Transaction; (5) there
are no aspects of the Company's financial condition
that could have a material adverse effect on the
performance by the Company of its servicing
obligations under this Agreement or any
Reconstitution Agreement; (6) there are no material
legal or governmental proceedings pending (or known
to be contemplated) against the Company, any
Subservicer or any Third-Party Originator; and (7)
there are no affiliations, relationships or
transactions relating to the Company, any
Subservicer or any Third-Party Originator with
respect to any Securitization Transaction and any
party thereto identified by the related Depositor
of a type described in Item 1119 of Regulation AB.
(B) If so requested by the Purchaser on any date
following the date on which information is first
provided to the Purchaser under this Section
9.01(e), the Company shall, within five (5)
Business Days following such request, confirm in
writing the accuracy of the representations and
warranties set forth in sub clause (A) above or, if
any such representation and warranty is not
accurate as of the date of such request, provide
reasonably adequate disclosure of the pertinent
facts, in writing, to the requesting party.
(vii) In addition to such information as the Company, as
servicer, is obligated to provide pursuant to other
provisions of this Agreement, if so requested by the
Purchaser or any Depositor, the Company shall provide such
information reasonably available to the Company regarding
the performance of the Mortgage Loans as is reasonably
required to facilitate preparation of distribution reports
in accordance with Item 1121 of Regulation AB.
(f) the Company shall indemnify the Purchaser, each affiliate of the
Purchaser, and each of the following parties participating in a
Securitization Transaction; each sponsor and issuing entity;
each Person responsible for the preparation, execution or filing
of any report required to be filed with the Commission with
respect to such Securitization Transaction, or for execution of
a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Securitization
Transaction; each broker dealer acting as underwriter, placement
agent or initial purchaser, each Person who controls any of such
parties or the Depositor (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees and
agents of each of the foregoing and of the Depositor, and shall
hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any information, report,
certification, accountants' letter or other material
provided under Sections 9.01(c) and (e) by or on behalf of
the Company, or provided under Sections 9.01(c) and (e) by
or on behalf of any Subservicer, Subcontractor or
Third-Party Originator (collectively, the "Company
Information"), or (B) the omission or alleged omission to
state in the Company Information a material fact required
to be stated in the Company Information or necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
PROVIDED, BY WAY OF CLARIFICATION, that clause (B) of this
paragraph shall be construed solely by reference to the
Company Information and not to any other information
communicated in connection with a sale or purchase of
securities, without regard to whether the Company
Information or any portion thereof is presented together
with or separately from such other information;
(ii) any failure by the Company, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or
other material when and as required under Sections 9.01(c)
and (e), including any failure by the Company to identify
any Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation
AB; or
(iii) any breach by the Company of a representation or warranty
set forth in Section 9.01(e)(iv)(A) or in a writing
furnished pursuant to Section 9.01(e)(iv)(B) and made as
of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach
is not cured by such closing date, or any breach by the
Company of a representation or warranty in a writing
furnished pursuant to Section 9.01(e)(iv)(B) to the extent
made as of a date subsequent to such closing date.
In the case of any failure of performance described in sub-clause
(ii) of this Section 9.01(f), the Company shall promptly
reimburse the Purchaser, any Depositor, as applicable, and each
Person responsible for the preparation, execution or filing of
any report required to be filed with the Commission with respect
to such Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
the Exchange Act with respect to such Securitization Transaction,
for all costs reasonably incurred by each such party in order to
obtain the information, report, certification, accountants'
letter or other material not delivered as required by the
Company, any Subservicer, any Subcontractor or any Third-Party
Originator.
(g) the Purchaser and each Person who controls the Purchaser shall
indemnify the Company, each affiliate of the Company, each Person
who controls any of such parties or the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act) and the respective present and former directors,
officers, employees and agents of each of the foregoing and of
the Company, and shall hold each of them harmless from and
against any losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain arising out
of or based upon:
(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any offering materials related
to a Securitization Transaction, including without
limitation the registration statement, prospectus,
prospectus supplement, any private placement memorandum,
any offering circular, any computational materials, and
any amendments or supplements to the foregoing
(collectively, the "Securitization Materials") or (B) the
omission or alleged omission to state in the
Securitization Materials a material fact required to be
stated in the Securitization Materials or necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading,
but only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission
is other than a statement or omission arising out of,
resulting from, or based upon the Company Information.
The Purchaser and the Company acknowledge and agree that the purpose of
Section 9.01(e) is to facilitate compliance by the Purchaser and any Depositor
with the provisions of Regulation AB and related rules and regulations of the
Commission. Neither the Purchaser nor any Depositor shall exercise its right to
request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder. The Company acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to
comply with requests made by the Purchaser or any Depositor in good faith for
delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with any Securitization
Transaction, the Company shall cooperate fully with the Purchaser to deliver to
the Purchaser (including any of its assignees or designees) and any Depositor,
any and all statements, reports, certifications, records and any other
information necessary in the good faith determination of the Purchaser or any
Depositor to permit the Purchaser or such Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the
Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or
the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any
Depositor to be necessary in order to effect such compliance.
In the event the Purchaser has elected to have the Company hold record
title to the Mortgages, prior to the Reconstitution Date the Company shall
prepare an Assignment of Mortgage in blank or to the trustee from the Company
acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan
Transfers, Agency Transfer or Securitization Transactions. The Company shall pay
all preparation and recording costs associated with the initial Assignment of
Mortgage. The Company shall execute each Assignment of Mortgage, track such
Assignments of Mortgage to ensure they have been recorded and deliver them as
required by the trustee upon the Company's receipt thereof. Additionally, the
Company shall prepare and execute, at the direction of the Purchaser, any note
endorsements in connection with any and all seller/servicer agreements. If
required at any time by a Rating Agency, Purchaser or successor purchaser in
connection with any Whole Loan Transfer, Agency Sale or Securitization
Transaction, the Company shall deliver such additional documents from its
Retained Mortgage File within thirty (30) Business Days to the Custodian,
successor purchaser or other designee of the Purchaser as said Rating Agency,
Purchaser or successor purchaser may require.
All Mortgage Loans (i) not sold or transferred pursuant to Whole Loan
Transfers, Agency Transfer or Securitization Transactions or (ii) that are
subject to a Securitization for which the related trust is terminated for any
reason, shall remain subject to this Agreement and shall continue to be serviced
in accordance with the terms of this Agreement and with respect thereto this
Agreement shall remain in full force and effect.
ARTICLE X
DEFAULT
Section 10.01 EVENTS OF DEFAULT.
Each of the following shall constitute an Event of Default on the part
of the Company:
(i) any failure by the Company to remit to the Purchaser any payment
required to be made under the terms of this Agreement which
continues unremedied for a period of two Business Days after the
date upon which written notice of such failure, requiring the
same to be remedied, shall have been given to the Company by the
Purchaser; or
(ii) failure by the Company duly to observe or perform in any material
respect any other of the covenants or agreements on the part of
the Company set forth in this Agreement or in the Custodial
Agreement which continues unremedied for a period of 90 days
after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Company by
the Purchaser or by the Custodian; or
(iii) failure by the Company to maintain its license to do business in
any jurisdiction where the Mortgaged Property is located if such
license is required; or
(iv) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
including bankruptcy, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Company and such
degree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(v) the Company shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or
relating to the Company or of or relating to all or substantially
all of its property; or
(vi) the Company shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations or cease its
normal business operations; or
(vii) the Company ceases to meet the qualifications of a Fannie
Mae/Freddie Mac servicer; or
(viii) the Company attempts to assign its right to servicing
compensation hereunder or to assign this Agreement or the
servicing responsibilities hereunder or to delegate its duties
hereunder or any portion thereof in violation of Section 8.04.
In each and every such case, so long as an Event of Default shall not
have been remedied, in addition to whatever rights the Purchaser may have at law
or equity to damages, including injunctive relief and specific performance, the
Purchaser, by notice in writing to the Company, may terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans
and the proceeds thereof.
Upon receipt by the Company of such written notice, all authority and
power of the Company under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the successor appointed
pursuant to Section 12.01. Upon written request from any Purchaser, the Company
shall prepare, execute and deliver to the successor entity designated by the
Purchaser any and all documents and other instruments, place in such successor's
possession all Servicing Files, and do or cause to be done all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, including but not limited to the transfer and endorsement or
assignment of the Mortgage Loans and related documents, at the Company's sole
expense. The Company shall cooperate with the Purchaser and such successor in
effecting the termination of the Company's responsibilities and rights
hereunder, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by
the Company to the Custodial Account, Subsidy Account or Escrow Account or
thereafter received with respect to the Mortgage Loans.
Section 10.02 WAIVER OF DEFAULTS.
By a written notice, the Purchaser may waive any default by the Company
in the performance of its obligations hereunder and its consequences. Upon any
waiver of a past default, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE XI
TERMINATION
Section 11.01 TERMINATION.
This Agreement shall terminate upon either: (i) the later of the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or the disposition of any REO Property with respect to the last
Mortgage Loan and the remittance of all funds due hereunder; or (ii) mutual
consent of the Company and the Purchaser in writing.
Section 11.02 TERMINATION WITHOUT CAUSE.
The Purchaser may terminate, at its sole option, any rights the Company
may have hereunder, without cause as provided in this Section 11.02. Any such
notice of termination shall be in writing and delivered to the Company by
registered mail as provided in Section 12.05.
The Company shall be entitled to receive, as such liquidated damages,
upon the transfer of the servicing rights, an amount equal to: (i) 2.75% of the
aggregate outstanding principal amount of the Mortgage Loans as of the
termination date paid by the Purchaser to the Company with respect to all of the
Mortgage Loans for which a servicing fee rate of .25% is paid per annum, (ii)
3.25% of the aggregate outstanding principal amount of the Mortgage Loans as of
the termination date paid by the Purchaser to the Company with respect to all of
the Mortgage Loans for which a servicing fee rate of .375% is paid per annum,
and (iii) 3.75% of the aggregate outstanding principal amount of the Mortgage
Loans as of the termination date paid by the Purchaser to the Company with
respect to all of the Mortgage Loans for which a servicing fee rate of .44% or
greater is paid per annum.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 SUCCESSOR TO COMPANY.
Prior to termination of the Company's responsibilities and duties under
this Agreement pursuant to Sections 8.04, 10.01, 11.01 (ii) or 11.02 the
Purchaser shall, (i) succeed to and assume all of the Company's
responsibilities, rights, duties and obligations under this Agreement, or (ii)
appoint a successor having the characteristics set forth in Section 8.02 and
which shall succeed to all rights and assume all of the responsibilities, duties
and liabilities of the Company under this Agreement prior to the termination of
Company's responsibilities, duties and liabilities under this Agreement. In
connection with such appointment and assumption, the Purchaser may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree. In the event that the Company's
duties, responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned sections, the Company shall discharge
such duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to exercise under this
Agreement, and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The resignation or removal
of the Company pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this Section 12.01
and shall in no event relieve the Company of the representations and warranties
made pursuant to Sections 3.01 and 3.02 and the remedies available to the
Purchaser under Section 3.03, it being understood and agreed that the provisions
of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company
notwithstanding any such sale, assignment, resignation or termination of the
Company, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Company and to the Purchaser an instrument accepting such
appointment, wherein the successor shall make the representations and warranties
set forth in Section 3.01, except for subsection (h) with respect to the sale of
the Mortgage Loans and subsections (i) and (k) thereof, whereupon such successor
shall become fully vested with all the rights, powers, duties, responsibilities,
obligations and liabilities of the Company, with like effect as if originally
named as a party to this Agreement. Any termination or resignation of the
Company or termination of this Agreement pursuant to Section 8.04, 10.01, 11.01
or 11.02 shall not affect any claims that any Purchaser may have against the
Company arising out of the Company's actions or failure to act prior to any such
termination or resignation.
The Company shall deliver promptly to the successor servicer the funds
in the Custodial Account, Subsidy Account and Escrow Account and all Servicing
Files and related documents and statements held by it hereunder and the Company
shall account for all funds and shall execute and deliver such instruments and
do such other things as may reasonably be required to more fully and
definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Company.
Upon a successor's acceptance of appointment as such, the Company shall
notify by mail the Purchaser of such appointment in accordance with the
procedures set forth in Section 12.05.
Section 12.02 AMENDMENT.
This Agreement may be amended from time to time by written agreement
signed by the Company and the Purchaser.
Section 12.03 GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Each of the Company and the Purchaser hereby knowingly, voluntarily and
intentionally waives any and all rights it may have to a trial by jury in
respect or any litigation based on, or arising out of, under, or in connection
with, this Agreement, or any other documents and instruments executed in
connection herewith, or any course of conduct, course of dealing, statements
(whether oral or written), or actions of the Company or the Purchaser. This
provision is a material inducement for the Purchaser to enter into this
Agreement.
Section 12.04 DURATION OF AGREEMENT.
This Agreement shall continue in existence and effect until terminated
as herein provided. This Agreement shall continue notwithstanding transfers of
the Mortgage Loans by the Purchaser.
Section 12.05 NOTICES.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid, addressed as follows:
(i) if to the Company with respect to servicing and investor reporting
issues:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: John B. Brown, MAC X2401-042
If to the Company with respect to all other issues:
Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, MD 21703
Attention: Structured Finance Manager, MAC X3906-012
In each instance with a copy to:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: General Counsel, MAC X2401-06T
or such other address as may hereafter be furnished to the
Purchaser in writing by the Company;
(ii) if to Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Dr., Suite 200
Irving, TX 75038
Attention: Ralene Ruyle
With a copy to:
Bear Stearns Mortgage Capital Corp.
383 Madison Avenue
New York, NY 10179
Attention: Baron Silverstein
Section 12.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be held invalid for any reason whatsoever, 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.
Section 12.07 RELATIONSHIP OF PARTIES.
Nothing herein contained shall be deemed or construed to create a
partnership or joint venture between the parties hereto and the services of the
Company shall be rendered as an independent contractor and not as agent for the
Purchaser.
Section 12.08 EXECUTION; SUCCESSORS AND ASSIGNS.
This Agreement may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement. Subject to Section 8.04, this Agreement
shall inure to the benefit of and be binding upon the Company and the Purchaser
and their respective successors and assigns.
Section 12.09 RECORDATION OF ASSIGNMENTS OF MORTGAGE.
To the extent permitted by applicable law, each of the Assignments of
Mortgage is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the Mortgaged Properties are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected at the Company's expense in the event recordation is either necessary
under applicable law or requested by the Purchaser at its sole option.
Section 12.10 ASSIGNMENT BY PURCHASER.
The Purchaser shall have the right, without the consent of the Company
but subject to the limit set forth in Section 2.02 hereof, to assign, in whole
or in part, its interest under this Agreement with respect to some or all of the
Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment, Assumption and Recognition Agreement
substantially in the form attached as Exhibit G and the assignee or designee
shall accede to the rights and obligations hereunder of the Purchaser with
respect to such Mortgage Loans. All references to the Purchaser in this
Agreement shall be deemed to include its assignee or designee.
Section 12.11 SOLICITATION OF MORTGAGOR.
Neither party shall, after the related Closing Date, take any action to
solicit the refinancing of any Mortgage Loan. It is understood and agreed that
neither (i) promotions undertaken by either party or any affiliate of either
party which are directed to the general public at large, including, without
limitation, mass mailings based upon commercially acquired mailing lists,
newspaper, radio, television advertisements nor (ii) serving the refinancing
needs of a Mortgagor who, without solicitation, contacts either party in
connection with the refinance of such Mortgage or Mortgage Loan, shall
constitute solicitation under this Section.
[Intentionally Blank - Next Page Signature Page]
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
EMC MORTGAGE CORPORATION WELLS FARGO BANK, N.A.
PURCHASER COMPANY
By: By:
--------------------------- ----------------------------------
Name: Name:
------------------------- --------------------------------
Title: Title:
------------------------ -------------------------------
STATE OF )
) ss:
COUNTY OF ___________ )
On the _____ day of _______________, 20___ before me, a Notary Public in
and for said State, personally appeared _______________________________, known
to me to be ___________________ of Wells Fargo Bank, N.A., the national banking
association that executed the within instrument and also known to me to be the
person who executed it on behalf of said bank, and acknowledged to me that such
bank executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal
the day and year in this certificate first above written.
---------------------------------------------
Notary Public
My Commission expires
-----------------------
STATE OF )
) ss:
COUNTY OF )
On the _____ day of _______________, 20___ before me, a Notary Public in
and for said State, personally appeared _____________________________________,
known to me to be the ______________________________ of EMC Mortgage
Corporation, the corporation that executed the within instrument and also known
to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal
the day and year in this certificate first above written.
-------------------------------------------
Notary Public
My Commission expires
---------------------
EXHIBIT A
FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT
On this _____ day of __________, 20___, Wells Fargo Bank, N.A. (the "SELLER") as
the Seller under that certain Amended and Restated Master Mortgage Loan Purchase
Agreement, ("Purchase Agreement") and as the Company under that certain Amended
and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing
Agreement") each dated as of _______________, 20___, (collectively, the
"AGREEMENTS") does hereby sell, transfer, assign, set over and convey to EMC
Mortgage Corporation as the Purchaser (the "PURCHASER") under the Purchase
Agreement, and Purchaser hereby accepts from Seller, without recourse, but
subject to the terms of the Agreements, all right, title and interest of, in and
to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as
EXHIBIT A, together with the Custodial Mortgage Files and Retained Mortgage
Files and all rights and obligations arising under the documents contained
therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has
delivered to the Custodian the documents for each Mortgage Loan to be purchased.
The Servicing Files retained by the Seller pursuant to Section 2.01 of the
Servicing Agreement shall be appropriately marked to clearly reflect the sale of
the related Mortgage Loans to the Purchaser.
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Agreements.
EMC MORTGAGE CORPORATION WELLS FARGO BANK, N.A.
PURCHASER COMPANY
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------ ------------------------------
Title: Title:
----------------------------- -----------------------------
EXHIBIT B
CUSTODIAL AGREEMENT
EXHIBIT C
CONTENTS OF EACH RETAINED MORTGAGE FILE,
SERVICING FILE AND CUSTODIAL MORTGAGE FILE
With respect to each Mortgage Loan, the Retained Mortgage File and
Custodial Mortgage File shall include each of the following items, which shall
be available for inspection by the Purchaser and any prospective Purchaser, and
which shall be retained by the Company in the Retained Mortgage File or
Servicing File or delivered to the Custodian pursuant to Sections 2.01 and 2.03
of the Seller's Warranties and the Servicing Agreement to which this Exhibit is
attached (the "Agreement"):
1. The original Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of without recourse" and signed in the
name of the Company by an authorized officer (in the event that
the Mortgage Loan was acquired by the Company in a merger, the
signature must be in the following form: "[Company], successor by
merger to [name of predecessor]"; and in the event that the
Mortgage Loan was acquired or originated by the Company while
doing business under another name, the signature must be in the
following form: "[Company], formerly know as [previous name]").
2. The original of any guarantee executed in connection with the
Mortgage Note (if any).
3. The original Mortgage, with evidence of recording thereon or a
certified true and correct copy of the Mortgage sent for
recordation. If in connection with any Mortgage Loan, the Company
cannot deliver or cause to be delivered the original Mortgage
with evidence of recording thereon on or prior to the related
Closing Date because of a delay caused by the public recording
office where such Mortgage has been delivered for recordation or
because such Mortgage has been lost or because such public
recording office retains the original recorded Mortgage, the
Company shall deliver or cause to be delivered to the Custodian,
a photocopy of such Mortgage, together with (i) in the case of a
delay caused by the public recording office, an Officer's
Certificate of the Company stating that such Mortgage has been
dispatched to the appropriate public recording office for
recordation and that the original recorded Mortgage or a copy of
such Mortgage certified by such public recording office to be a
true and complete copy of the original recorded Mortgage will be
promptly delivered to the Custodian upon receipt thereof by the
Company; or (ii) in the case of a Mortgage 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, a copy of such Mortgage certified by such
public recording office or by the title insurance company that
issued the title policy to be a true and complete copy of the
original recorded Mortgage.
Further, with respect to MERS Mortgage Loans, (a) the Mortgage
names MERS as the Mortgagee and (b) the requirements set forth in
the Electronic Tracking Agreement have been satisfied, with a
conformed recorded copy to follow as soon as the same is received
by the Company.
4. the originals or certified true copies of any document sent for
recordation of all assumption, modification, consolidation or
extension agreements, with evidence of recording thereon.
5. The original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for the
insertion of the name of the assignee and recording information).
The Assignment of Mortgage must be duly recorded only if
recordation is either necessary under applicable law or commonly
required by private institutional mortgage investors in the area
where the Mortgaged Property is located or on direction of the
Purchaser as provided in the Custodial Agreement. If the
Assignment of Mortgage is to be recorded, the Mortgage shall be
assigned to the Purchaser. If the Assignment of Mortgage is not
to be recorded, the Assignment of Mortgage shall be delivered in
blank. If the Mortgage Loan was acquired by the Company in a
merger, the Assignment of Mortgage must be made by "[Company],
successor by merger to [name of predecessor]." If the Mortgage
Loan was acquired or originated by the Company while doing
business under another name, the Assignment of Mortgage must be
by "[Company], formerly know as [previous name]."
6. Originals or certified true copies of documents sent for
recordation of all intervening assignments of the Mortgage with
evidence of recording thereon, or if any such intervening
assignment has not been returned from the applicable recording
office or has been lost or if such public recording office
retains the original recorded assignments of mortgage, the
Company shall deliver or cause to be delivered to the Custodian,
a photocopy of such intervening assignment, together with (i) in
the case of a delay caused by the public recording office, an
Officer's Certificate of the Company stating that such
intervening assignment of mortgage has been dispatched to the
appropriate public recording office for recordation and that such
original recorded intervening assignment of mortgage or a copy of
such intervening assignment of mortgage certified by the
appropriate public recording office or by the title insurance
company that issued the title policy to be a true and complete
copy of the original recorded intervening assignment of mortgage
will be promptly delivered to the Custodian upon receipt thereof
by the Company; or (ii) in the case of an intervening assignment
where a public recording office retains the original recorded
intervening assignment or in the case where an intervening
assignment is lost after recordation in a public recording
office, a copy of such intervening assignment certified by such
public recording office to be a true and complete copy of the
original recorded intervening assignment.
7. The electronic form of PMI Policy as identified by certificate
number.
8. The original mortgagee policy of title insurance or other
evidence of title such as a copy of the title commitment or copy
of the preliminary title commitment.
9. Any security agreement, chattel mortgage or equivalent executed
in connection with the Mortgage.
10. Original power of attorney, if applicable.
11. For each Cooperative Loan, the original or a seller certified
true copy of the following:
The original Pledge Agreement entered into by the
Mortgagor with respect to such Cooperative Loan;
UCC-3 assignment in blank (or equivalent instrument),
sufficient under the laws of the jurisdiction where the
related Cooperative Apartment is located to reflect of
record the sale and assignment of the Cooperative Loan to
the Purchaser;
Original assignment of Pledge Agreement in blank showing a
complete chain of assignment from the originator of the
related Cooperative Loan to the Company;
Original Form UCC-1 and any continuation statements with
evidence of filing thereon with respect to such
Cooperative Loan;
Cooperative Shares with a Stock Certificate in blank
attached;
Original Proprietary Lease;
Original Assignment of Proprietary Lease, in blank, and
all intervening assignments thereof;
Original recognition agreement of the interests of the
mortgagee with respect to the Cooperative Loan by the
Cooperative, the stock of which was pledged by the related
Mortgagor to the originator of such Cooperative Loan; and
Originals of any assumption, consolidation or modification
agreements relating to any of the items specified above.
With respect to each Mortgage Loan, the Servicing File shall include each of the
following items to the extent in the possession of the Company or in the
possession of the Company's agent(s):
12. The original hazard insurance policy and, if required by law,
flood insurance policy, in accordance with Section 4.10 of the
Agreement.
13. Residential loan application.
14. Mortgage Loan closing statement.
15. Verification of employment and income, unless originated under
the Company's Limited Documentation program, Fannie Mae Timesaver
Plus.
16. Verification of acceptable evidence of source and amount of down
payment.
17. Credit report on the Mortgagor.
18. Residential appraisal report.
19. Photograph of the Mortgaged Property.
20. Survey of the Mortgage property, if required by the title company
or applicable law.
21. Copy of each instrument necessary to complete identification of
any exception set forth in the exception schedule in the title
policy, i.e. map or plat, restrictions, easements, sewer
agreements, home association declarations, etc.
22. All required disclosure statements.
23. If available, termite report, structural engineer's report, water
potability and septic certification.
24. Sales contract, if applicable.
25. Evidence of payment of taxes and insurance premiums, insurance
claim files, correspondence, current and historical computerized
data files, and all other processing, underwriting and closing
papers and records which are customarily contained in a mortgage
loan file and which are required to document the Mortgage Loan or
to service the Mortgage Loan.
26. Amortization schedule, if available.
27. Payment history for any Mortgage Loan that has been closed for
more than 90 days.
In the event an Officer's Certificate of the Company is delivered to the
Custodian because of a delay caused by the public recording office in returning
any recorded document, the Company shall deliver to the Custodian, within 240
days of the related Closing Date, an Officer's Certificate which shall (i)
identify the recorded document, (ii) state that the recorded document has not
been delivered to the Custodian due solely to a delay caused by the public
recording office, (iii) state the amount of time generally required by the
applicable recording office to record and return a document submitted for
recordation, and (iv) specify the date the applicable recorded document will be
delivered to the Custodian. The Company shall be required to deliver to the
Custodian the applicable recorded document by the date specified in (iv) above.
An extension of the date specified in (iv) above may be requested from the
Purchaser, which consent shall not be unreasonably withheld.
EXHIBIT D
SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE
--------------- ---------------------------------------------------------------- --------------- ---------------
REG AB SERVICING CRITERIA APPLICABLE INAPPLICABLE
REFERENCE SERVICING SERVICING
CRITERIA CRITERIA
--------------- ---------------------------------------------------------------- --------------- ---------------
GENERAL SERVICING CONSIDERATIONS
--------------- ---------------------------------------------------------------- --------------- ---------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
accordance with the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
--------------- ---------------------------------------------------------------- --------------- ---------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained.
--------------- ---------------------------------------------------------------- --------------- ---------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on
the party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
CASH COLLECTION AND ADMINISTRATION
--------------- ---------------------------------------------------------------- --------------- ---------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other
number of days specified in the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
--------------- ---------------------------------------------------------------- --------------- ---------------
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally insured
depository institution" with respect to a foreign financial
institution means a foreign financial institution that meets the
requirements of Rule 13k-1(b)(1) of the Securities
1122(d)(2)(v) Exchange Act.
--------------- ---------------------------------------------------------------- --------------- ---------------
Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi) access.
--------------- ---------------------------------------------------------------- --------------- ---------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B) prepared
within 30 calendar days after the bank statement cutoff date, or
such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other than the
person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are
resolved within 90 calendar days of their original
identification, or such other number of days specified in the
transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
INVESTOR REMITTANCES AND REPORTING
--------------- ---------------------------------------------------------------- --------------- ---------------
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
--------------- ---------------------------------------------------------------- --------------- ---------------
--------------- ---------------------------------------------------------------- --------------- ---------------
REG AB SERVICING CRITERIA APPLICABLE INAPPLICABLE
REFERENCE SERVICING SERVICING
CRITERIA CRITERIA
--------------- ---------------------------------------------------------------- --------------- ---------------
POOL ASSET ADMINISTRATION (CONT'D)
--------------- ---------------------------------------------------------------- --------------- ---------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
terms set forth in the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or custodial
1122(d)(3)(iv) bank statements.
--------------- ---------------------------------------------------------------- --------------- ---------------
POOL ASSET ADMINISTRATION
--------------- ---------------------------------------------------------------- --------------- ---------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage loan
documents.
--------------- ---------------------------------------------------------------- --------------- ---------------
Mortgage loan and related documents are safeguarded as
1122(d)(4)(ii) required by the transaction agreements
--------------- ---------------------------------------------------------------- --------------- ---------------
Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions
1122(d)(4)(iii) or requirements in the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted
to the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days
specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in
1122(d)(4)(iv) accordance with the related mortgage loan documents.
--------------- ---------------------------------------------------------------- --------------- ---------------
The Servicer's records regarding the mortgage loans agree with
the Servicer's records with respect to an obligor's unpaid
1122(d)(4)(v) principal balance.
--------------- ---------------------------------------------------------------- --------------- ---------------
Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool
1122(d)(4)(vi) asset documents.
--------------- ---------------------------------------------------------------- --------------- ---------------
Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other
1122(d)(4)(vii) requirements established by the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least
a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities in
monitoring delinquent mortgage loans including, for example,
phone calls, letters and payment rescheduling plans in cases
where delinquency is deemed temporary (e.g., illness or
1122(d)(4)(viii) unemployment).
--------------- ---------------------------------------------------------------- --------------- ---------------
Adjustments to interest rates or rates of return for mortgage
loans with variable rates are computed based on the related
1122(d)(4)(ix) mortgage loan documents.
--------------- ---------------------------------------------------------------- --------------- ---------------
Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis,
or such other period specified in the transaction agreements;
(B) interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state
laws; and (C) such funds are returned to the obligor within 30
calendar days of full repayment of the related mortgage loans,
or such other number of days
1122(d)(4)(x) specified in the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has been
received by the servicer at least 30 calendar days prior to
these dates, or such other number of days specified in the
1122(d)(4)(xi) transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the Servicer's funds
and not charged to the obligor, unless the late payment
1122(d)(4)(xii) was due to the obligor's error or omission.
--------------- ---------------------------------------------------------------- --------------- ---------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv) maintained as set forth in the transaction agreements.
--------------- ---------------------------------------------------------------- --------------- ---------------
EXHIBIT E
FORM OF SARBANES CERTIFICATION
Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among
[IDENTIFY PARTIES]
I, ________________________________, the _______________________ of [Name of
Servicer], certify to [the Owner], [the Depositor], and the [Master Servicer]
[Securities Administrator] [Trustee], and their officers, with the knowledge and
intent that they will rely upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Servicer
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement"), the report on assessment of the Servicer's compliance with
the servicing criteria set forth in Item 1122(d) of Regulation AB (the
"Servicing Criteria"), provided in accordance with Rules 13a-18 and
15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the
registered public accounting firm's attestation report provided in
accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
Section 1122(b) of Regulation AB (the "Attestation Report"), and all
servicing reports, officer's certificates and other information relating
to the servicing of the Mortgage Loans by the Servicer during 200[ ]
that were delivered by the Servicer to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Servicer Servicing Information");
(2) Based on my knowledge, the Servicer Servicing Information, taken as
a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in
the light of the circumstances under which such statements were made,
not misleading with respect to the period of time covered by the
Servicer Servicing Information;
(3) Based on my knowledge, all of the Servicer Servicing Information
required to be provided by the Servicer under the Agreement has been
provided to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee];
(4) I am responsible for reviewing the activities performed by the
Servicer under the Agreement, and based on my knowledge and the
compliance review conducted in preparing the Compliance Statement and
except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Servicer has fulfilled its
obligations under the Agreement; and
(5) The Compliance Statement, the Servicing Assessment and the Attestation
Report required to be provided by the Servicer pursuant to the Agreement
have been provided to the [Depositor] [Master Servicer]. Any material
instances of noncompliance described in such reports have been disclosed
to the [Depositor] [Master Servicer]. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such
reports.
Date:
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
EXHIBIT F
FORM OF SARBANES-OXLEY BACK-UP CERTIFICATION
I, ______________________, Vice President of Wells Fargo Bank, N.A. (the
"Servicer"), certify to __________________, and its officers, directors, agents
and affiliates (the "Sarbanes Certifying Party"), and with the knowledge and
intent that they will rely upon this certification, that:
(i) Based on my knowledge, the information relating to the Mortgage
Loans and the servicing thereof submitted by the Servicer to the
Sarbanes Certifying Party which is used in connection with
preparation of the reports on Form 8-K and the annual report on
Form 10-K filed with the Securities and Exchange Commission with
respect to the Securitization, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading as of the date of this certification;
(ii) The servicing information required to be provided to the Sarbanes
Certifying Party by the Servicer under the relevant servicing
agreement has been provided to the Sarbanes Certifying Party;
(iii) I am responsible for reviewing the activities performed by the
Servicer under the relevant servicing agreement and based upon
the review required by the relevant servicing agreement, and
except as disclosed in the Annual Statement of Compliance, the
Annual Independent Public Accountant's Servicing Report and all
servicing reports, officer's certificates and other information
relating to the servicing of the Mortgage Loans submitted to the
Sarbanes Certifying Party, the Servicer has, as of the date of
this certification fulfilled its obligations under the relevant
servicing agreement; and
(iv) I have disclosed to the Sarbanes Certifying Party all significant
deficiencies relating to the Servicer's compliance with the
minimum servicing standards in accordance with a review conducted
in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar standard as set forth in the relevant
servicing agreement.
(v) The Servicer shall indemnify and hold harmless the Sarbanes
Certifying Party and its officers, directors, agents and
affiliates from and against any losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based
upon a breach by the Servicer or any of its officers, directors,
agents or affiliates of its obligations under this Certification
or the negligence, bad faith or willful misconduct of the
Servicer in connection therewith. If the indemnification provided
for herein is unavailable or insufficient to hold harmless the
Sarbanes Certifying Party, then the Servicer agrees that it shall
contribute to the amount paid or payable by the Sarbanes
Certifying Party as a result of the losses, claims, damages or
liabilities of the Sarbanes Certifying Party in such proportion
as is appropriate to reflect the relative fault of the Sarbanes
Certifying Party on the one hand and the Servicer on the other in
connection with a breach of the Servicer's obligations under this
Certification or the Servicer's negligence, bad faith or willful
misconduct in connection therewith.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the
Servicer.
Dated: By:
Name:
Title:
EXHIBIT G
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
____________, 20__
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
___________________, 20____ between _________________, a _________________
corporation having an office at _________________ ("Assignor") and
_________________, having an office at _________________ ("Assignee"):
For and in consideration of the sum of one dollar ($1.00) and other
valuable consideration the receipt and sufficiency of which are hereby
acknowledge, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to Assignee all of
the right, title and interest of Assignor, as Purchaser, in, to and under that
certain Seller's Warranties and Servicing Agreement, (the "Seller's Warranties
and Servicing Agreement"), dated as of _________________, by and between
_________________ (the "Purchaser"), and _________________ (the "Company"), and
the Mortgage Loans delivered thereunder by the Company to the Assignor, and that
certain Custodial Agreement, (the "Custodial Agreement"), dated as of
_________________, by and among the Company, the Purchaser and _________________
(the "Custodian").
2. The Assignor warrants and represents to, and covenants with, the
Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with
the full right to transfer the Mortgage Loans free from any and all claims and
encumbrances whatsoever;
b. The Assignor has not received notice of, and has no knowledge
of, any offsets, counterclaims or other defenses available to the Company with
respect to the Seller's Warranties and Servicing Agreement or the Mortgage
Loans;
c. The Assignor has not waived or agreed to any waiver under, or
agreed to any amendment or other modification of, the Seller's Warranties and
Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including
without limitation the transfer of the servicing obligations under the Seller's
Warranties and Servicing Agreement. The Assignor has no knowledge of, and has
not received notice of, any waivers under or amendments or other modifications
of, or assignments of rights or obligations under, the Seller's Warranties and
Servicing Agreement or the Mortgage Loans; and
d. Neither the Assignor nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans,
any interest in the Mortgage Loans or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which
would constitute a distribution of the Mortgage Loans under the Securities Act
or which would render the disposition of the Mortgage Loans a violation of
Section 5 of the 33 Act or require registration pursuant thereto.
3. That Assignee warrants and represent to, and covenants with, the
Assignor and the Company pursuant to Section 12.10 of the Seller's Warranties
and Servicing Agreement that:
a. The Assignee agrees to be bound, as Purchaser, by all of the
terms, covenants and conditions of the Seller's Warranties and Servicing
Agreement, the Mortgage Loans and the Custodial Agreement, and from and after
the date hereof, the Assignee assumes for the benefit of each of the Company and
the Assignor all of the Assignor's obligations as purchaser thereunder;
b. The Assignee understands that the Mortgage Loans have not been
registered under the 33 Act or the securities laws of any state;
c. The purchase price being paid by the Assignee for the Mortgage
Loans are in excess of $250,000.00 and will be paid by cash remittance of the
full purchase price within 60 days of the sale;
d. The Assignee is acquiring the Mortgage Loans for investment
for its own account only and not for any other person. In this connection,
neither the Assignee nor any person authorized to act therefor has offered to
Mortgage Loans by means of any general advertising or general solicitation
within the meaning of Rule 502(c) of US Securities and Exchange Commission
Regulation D, promulgated under the Securities Act;
e. The Assignee considers itself a substantial sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Mortgage Loans;
f. The Assignee has been furnished with all information regarding
the Mortgage Loans that it has requested from the Assignor or the Company;
g. Neither the Assignee nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans,
any interest in the Mortgage Loans or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
with, any person in any manner which would constitute a distribution of the
Mortgage Loans under the 33 Act or which would render the disposition of the
Mortgage Loans a violation of Section 5 of the 33 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Mortgage Loans; and
h. Either (1) the Assignee is not an employee benefit plan
("Plan") within the meaning of section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or a plan (also "Plan") within the
meaning of section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and
the Assignee is not directly or indirectly purchasing the Mortgage Loans on
behalf of, investment manager of, as named fiduciary of, as Trustee of, or with
assets of, a Plan; or (2) the Assignee's purchase of the Mortgage Loans will not
result in a prohibited transaction under section 406 of ERISA or section 4975 of
the Code.
i. The Assignee's address for purposes of all notices and
correspondence related to the Mortgage Loans and the Seller's Warranties and
Servicing Agreements is:
____________________________
____________________________
____________________________
Attention: _________________
The Assignee's wire transfer instructions for purposes of all
remittances and payments related to the Mortgage Loans and the Seller's
Warranties and Servicing Agreement is:
____________________________
____________________________
____________________________
Attention: _________________
4. From and after the date hereof, the Company shall note the transfer
of the Mortgage Loans to the Assignee in its books and records, the Company
shall recognize the Assignee as the owner of the Mortgage Loans and the Company
shall service the Mortgage Loans for the benefit of the Assignee pursuant to the
Seller's Warranties and Servicing Agreement, the terms of which are incorporated
herein by reference. It is the intention of the Assignor, the Company and the
Assignee that the Seller's Warranties and Servicing Agreement shall be binding
upon and inure to the benefit of the Company and the Assignee and their
respective successors and assigns.
[Signatures Follow]
IN WITNESS WHEREOF, the parties have caused this Assignment and
Assumption to be executed by their duly authorized officers as of the date first
above written.
------------------------------------ ------------------------------------
Assignor Assignee
By: By:
-------------------------------- --------------------------------
Name: Name:
------------------------------ ------------------------------
Its: Its:
------------------------------- -------------------------------
Tax Payer Identification No.: Tax Payer Identification No.:
---------------------------------- -----------------------------------
EXHIBIT H
ELECTRONIC DATA FILE
(1) the street address of the Mortgaged Property including the city,
state, county and zip code;
(2) a code indicating whether the Mortgaged Property is a single
family residence, a 2-4 family dwelling, a PUD, a cooperative, a
townhouse, manufactured housing or a unit in a condominium
project;
(3) the Mortgage Interest Rate as of the Cut-off Date;
(4) the current Monthly Payment;
(5) loan term, number of months;
(6) the stated maturity date;
(7) the Stated Principal Balance of the Mortgage Loan as of the close
of business on the Cut-off Date, after deduction of payments of
principal due on or before the Cut-off Date;
(8) the Loan-to-Value Ratio;
(9) a code indicating whether the Mortgage Loan is an Interest Only
Mortgage Loan;
(10) a code indicating whether the Mortgage Loan is a temporary
buydown (Y or N);
(11) the Servicing Fee Rate;
(12) a code indicating whether the Mortgage Loan is covered by
lender-paid mortgage insurance (Y or N);
(13) a code indicating whether the Mortgage Loan is a Time$aver(R)
Mortgage Loan (Y or N);
(14) the Mortgagor's first and last name;
(15) a code indicating whether the Mortgaged Property is
owner-occupied;
(16) the remaining months to maturity from the Cut-off Date, based on
the original amortization schedule;
(17) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(18) the last Due Date on which a Monthly Payment was actually applied
to the actual principal balance;
(19) the original principal amount of the Mortgage Loan;
(20) a code indicating the purpose of the loan (i.e., purchase,
financing, rate/term refinancing, cash-out refinancing);
(21) the Mortgage Interest Rate at origination;
(22) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(23) a code indicating the documentation style (i.e., full (providing
two years employment verification - 2 years W-2's and current pay
stub or 2 years 1040's for self employed borrowers), alternative
or reduced);
(24) a code indicating if the Mortgage Loan is subject to a PMI
Policy;
(25) the Appraised Value of the Mortgage Property;
(26) the sale price of the Mortgaged Property, if applicable;
(27) the Mortgagor's Underwriting FICO Score;
(28) term of prepayment penalty in years;
(29) a code indicating the product type;
(30) a code indicating the credit grade of the Mortgage Loan;
(31) the unpaid balance of the Mortgage Loan as of the close of
business on the Cut-off Date, after deduction of all payments of
principal;
(32) the Note date of the Mortgage Loan;
(33) the mortgage insurance certificate number and percentage of
coverage, if applicable;
(34) the Mortgagor's date of birth;
(35) the MIN Number for each Mortgage Loan, if applicable;
(36) employer name;
(37) subsidy program code;
(38) servicer name;
(39) the combined Loan-to-Value Ratio;
(40) the total Loan-to-Value Ratio;
(41) whether the Mortgage Loan is convertible (Y or N);
(42) a code indicating whether the Mortgage Loan is a relocation loan
(Y or N);
(43) a code indicating whether the Mortgage Loan is a leasehold loan
(Y or N);
(44) a code indicating whether the Mortgage Loan is an Alt A loan (Y
or N);
(45) a code indicating whether the Mortgage Loan is a no ratio loan (Y
or N);
(46) a code indicating whether the Mortgage Loan is a Pledged Asset
Mortgage Loan (Y or N);
(47) effective LTV percentage for Pledged Asset Mortgage Loans;
(48) citizenship type code;
(49) a code indicating whether the Mortgage Loan is a conforming or
non-conforming loan, based on the original loan balance;
(50) the name of the client for which the Mortgage Loan was
originated;
(51) the program code;
(52) the loan sub doc code;
(53) the remaining interest-only term for Interest Only Mortgage
Loans;
The Company shall provide the following FOR THE
HOME MORTGAGE DISCLOSURE ACT (HMDA):
(54) the Mortgagor's and co-Mortgagor's (if applicable) ethnicity;
(55) the Mortgagor's and co-Mortgagor's (if applicable) race;
(56) lien status;
(57) for cash-out refinance loans, the cash purpose;
(58) the Mortgagor's and co-Mortgagor's (if applicable) gender;
(59) the Mortgagor's and co-Mortgagor's (if applicable) social security
numbers;
(60) the number of units for the property;
(61) the year in which the property was built;
(62) the qualifying monthly income of the Mortgagor;
(63) the number of bedrooms contained in the property;
(64) a code indicating first time buyer (Y or N);
(65) the total rental income, if any;
The Seller shall provide the following FOR THE
ADJUSTABLE RATE MORTGAGE LOANS (IF APPLICABLE):
(66) the maximum Mortgage Interest Rate under the terms of the Mortgage
Note;
(67) the Periodic Interest Rate Cap;
(68) the Index;
(69) the next Adjustment Date;
(70) the Gross Margin; and
(71) the lifetime interest rate cap.
MASTER MORTGAGE LOAN PURCHASE AGREEMENT
This is an Amended and Restated Master Mortgage Loan Purchase Agreement
(the "Agreement"), dated as of November 1, 2004 by and between EMC Mortgage
Corporation, having an office at 909 Hidden Ridge Drive, Suite 200, Irving,
Texas 75038 (the "Purchaser") and Wells Fargo Bank, N.A., having an office at 1
Home Campus, Des Moines, Iowa 50328-0001 (the "Seller").
W I T N E S S E T H
WHEREAS, the Seller agrees to sell, and the Purchaser agrees to
purchase, from time to time certain conventional residential mortgage loans (the
"Mortgage Loans") on a servicing retained basis as described herein:
WHEREAS, the Mortgage Loans shall be delivered as pools of whole loans
(each a "Loan Package") on various dates as provided herein (each a "Closing
Date"); and
WHEREAS, the parties intend hereby to set forth the terms and conditions
upon which the proposed Transactions will be effected.
NOW THEREFORE, in consideration of the promises and the mutual
agreements set forth herein, the parties hereto agree as follows:
SECTION 1. All capitalized terms not otherwise defined herein have the
respective meanings set forth in the Amended and Restated Master Seller's
Warranties and Servicing Agreement, dated as of the date herewith (the"Master
Seller's Warranties and Servicing Agreement").
SECTION 2. AGREEMENT TO PURCHASE. The Seller agrees to sell, and the
Purchaser agrees to purchase from time to time, Mortgage Loans having an
aggregate principal balance on the applicable related Cut-off Date in an amount
as set forth in the related Commitment Letters or in such other amount as agreed
by the Purchaser and the Seller as evidenced by the actual aggregate principal
balance of the Mortgage Loans in the related Loan Package accepted by the
Purchaser on the related Closing Date. The Mortgage Loans will be delivered
pursuant to the Master Seller's Warranties and Servicing Agreement.
SECTION 3. MORTGAGE SCHEDULES. The Seller will provide the Purchaser
with certain information constituting a listing of the Mortgage Loans to be
purchased under this Agreement for each Transaction (the "Mortgage Loan
Schedule"). Each Mortgage Loan Schedule shall conform to the definition of
"Mortgage Loan Schedule" under the Master Seller's Warranties and Servicing
Agreement.
SECTION 4. PURCHASE PRICE. The purchase price for each Loan Package (the
"Purchase Price") shall be the percentage of par as stated in the related
Commitment Letter, multiplied by the aggregate principal balance, as of the
related Cut-off Date, of the Mortgage Loans listed in the related Loan Package,
after application of scheduled payments of principal for such related Loan
Package due on or before the related Cut-off Date whether or not collected. The
purchase price for a Loan Package may be adjusted as stated in the related
Commitment Letter.
In addition to the Purchase Price, the Purchaser shall pay to the
Seller, at closing, accrued interest on the initial principal amount of the
Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each
Loan Package from the related Cut-off Date through the day prior to the related
Closing Date, inclusive.
With respect to each Loan Package, the Purchaser shall be entitled to
(1) all scheduled principal due after the related Cut-off Date, (2) all other
recoveries of principal collected after the related Cut-off Date (provided,
however, that all scheduled payments of principal due on or before the related
Cut-off Date and collected by the Seller after the related Cut-off Date shall
belong to the Seller), and (3) all payments of interest on the Mortgage Loans at
the Mortgage Loan Remittance Rate (minus that portion of any such payment which
is allocable to the period prior to the related Cut-off Date). The principal
balance of each Mortgage Loan as of the related Cut-off Date is determined after
application of payments of principal due on or before the related Cut-off Date
whether or not collected. Therefore, payments of scheduled principal and
interest prepaid for a due date beyond the related Cut-off Date shall not be
applied to the principal balance as of the related Cut-off Date. Such prepaid
amounts (minus interest at the Servicing Fee Rate) shall be the property of the
Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial
Account, which account is established for the benefit of the Purchaser for
subsequent remittance by the Seller to the Purchaser.
SECTION 5. EXAMINATION OF MORTGAGE FILES. Prior to each Closing Date,
the Seller shall (a) deliver to the Purchaser in escrow, for examination, the
Mortgage File for each Mortgage Loan, including a copy of the Assignment of
Mortgage, pertaining to each Mortgage Loan, or (b) make the Mortgage Files
available to the Purchaser for examination at the Seller's offices or such other
location as shall otherwise be agreed upon by the Purchaser and the Seller. Such
examination may be made by the Purchaser or by any prospective purchaser of the
Mortgage Loans from the Purchaser, at any time before or after such related
Closing Date, upon prior reasonable notice to the Seller. The fact that the
Purchaser or any prospective purchaser of the Mortgage Loans has conducted or
has failed to conduct any partial or complete examination of the Mortgage Files
shall not affect the Purchaser's (or any of its successor's) rights to demand
repurchase, substitution or other relief as provided under the Master Seller's
Warranties and Servicing Agreement.
Prior to Seller's receipt of the Purchase Price, the Purchaser shall
cause the Custodian to act as bailee for the sole and exclusive benefit of the
Seller pursuant to the Custodial Agreement and act only in accordance with
Seller's instructions. Upon the Seller's receipt of the Purchase Price, the
Seller shall provide notification to the Custodian to release ownership of the
Mortgage Loan Documents contained in the Custodial Mortgage File. Such
notification shall be in a form of a written notice by facsimile or other
electronic media, with a copy sent to the Purchaser. Subsequent to such release,
such Mortgage Loan Documents shall be retained by the Custodian for the benefit
of the Purchaser. All Mortgage Loan Documents related to Mortgage Loans not
purchased by the Purchaser on the Closing Date, shall be maintained by the
Custodian for the benefit of the Seller and shall be returned to the Seller
within two (2) Business Days after the Closing Date.
SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER. The
Seller agrees and acknowledges that it shall, as a condition to the consummation
of the transactions contemplated hereby, make the representations and warranties
specified in Section 3.01 and 3.02 of the Master Seller's Warranties and
Servicing Agreement, as of each related Closing Date. The meaning of the term
"Agreement" as used in Sections 3.01 and 3.02 of the Master Seller's Warranties
and Servicing Agreement shall include this Agreement. The Seller, without
conceding that the Mortgage Loans are securities, hereby makes the following
additional representations, warranties and agreements which shall be deemed to
have been made as of the related Closing Date:
a) neither the Seller nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of any Mortgage Loans,
any interest in any Mortgage Loans or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of any Mortgage Loans, any interest in any Mortgage Loans or
any other similar security from, or otherwise approached or negotiated
with respect to any Mortgage Loans, any interest in any Mortgage Loans
or any other similar security with, any person in any manner, or made
any general solicitation by means of general advertising or in any other
manner, or taken any other action which would constitute a distribution
of the Mortgage Loans under the Securities Act or which would render the
disposition of any Mortgage Loans a violation of Section 5 of the
Securities Act or require registration pursuant thereto, nor will it
act, nor has it authorized or will it authorize any person to act, in
such manner with respect to the Mortgage Loans; and
b) the Seller has not dealt with any broker or agent or anyone else who
might be entitled to a fee or commission in connection with this
transaction other than the Purchaser.
SECTION 7. REPRESENTATION, WARRANTIES AND AGREEMENT OF PURCHASER. The
Purchaser, without conceding that the Mortgage Loans are securities, hereby
makes the following representations, warranties and agreements, which shall have
been deemed to have been made as of the related Closing Date.
a) the Purchaser understands that the Mortgage Loans have not been
registered under the Securities Act or the securities laws of any state;
b) the Purchaser is acquiring the Mortgage Loans for its own account
only and not for any other person;
c) the Purchaser considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and
risks of investment in the Mortgage Loans;
d) the Purchaser has been furnished with all information regarding the
Mortgage Loans which it has requested from the Seller or the Company;
and
e) neither the Purchaser nor anyone acting on its behalf offered,
transferred, pledged, sold or otherwise disposed of any Mortgage Loan,
any interest in any Mortgage Loan or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of any Mortgage Loan, any interest in any Mortgage Loan or
any other similar security from, or otherwise approached or negotiated
with respect to any Mortgage Loan, any interest in any Mortgage Loan or
any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other
manner, or taken any other action which would constitute a distribution
of the Mortgage Loans under the Securities Act or which would render the
disposition of any Mortgage Loan a violation of Section 5 of the
Securities Act or require registration pursuant thereto, nor will it
act, nor has it authorized or will it authorize any person to act, in
such manner with respect to the Mortgage Loans.
SECTION 8. CLOSING. The closing for the purchase and sale of each Loan
Package shall take place on the related Closing Date. At the Purchaser's option,
the Closing shall be either: by telephone, confirmed by letter or wire as the
parties shall agree; or conducted in person, at such place as the parties shall
agree.
The closing shall be subject to each of the following conditions:
a) all of the representations and warranties of the Seller under this
Agreement and under the Master Seller's Warranties and Servicing
Agreement shall be true and correct as of such related Closing Date and
no event shall have occurred which, with notice or the passage of time,
would constitute a default under this Agreement or an Event of Default
under the Master Seller's Warranties and Servicing Agreement;
b) the Purchaser shall have received, or the Purchaser's attorneys shall
have received in escrow, all Closing Documents as specified in Section 9
of this Agreement, in such forms as are agreed upon and acceptable to
the Purchaser, duly executed by all signatories other than the Purchaser
as required pursuant to the respective terms thereof;
c) the Seller shall have delivered and released to the Custodian under
the Master Seller's Warranties and Servicing Agreement all documents
required pursuant to the related Custodial Agreement, and
d) all other terms and conditions of this Agreement shall have been
complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the
Seller on such related Closing Date the applicable Purchase Price, plus accrued
interest pursuant to Section 4 of this Agreement, by wire transfer of
immediately available funds to the account designated by the Seller.
SECTION 9. CLOSING DOCUMENTS. With respect to the Mortgage Loans, the
Closing Documents shall consist of the following documents:
On the initial Closing Date:
1. the Master Seller's Warranties and Servicing Agreement, in three
counterparts;
2. this Agreement in two counterparts;
3. the Custodial Agreement, dated as November 30, 1999, by and
between EMC Mortgage Corporation as Owner, and Wells Fargo Bank,
N.A. (formerly Wells Fargo Bank Minnesota, N.A.) attached as an
exhibit to the Master Seller's Warranties and Servicing
Agreement;
4. the Mortgage Loan Schedule for the related Loan Package, one copy
to be attached to each counterpart of the Master Seller's
Warranties and Servicing Agreement, to each counterpart of this
Agreement, and to each counterpart of the Custodial Agreement, as
the Mortgage Loan Schedule thereto;
5. a Receipt and Certification, as required under the Custodial
Agreement;
6. an Opinion of Counsel of the Seller, in the form of Exhibit 1
hereto; and
7. an Assignment and Conveyance Agreement for the related Mortgage
Loans.
On each subsequent Closing Date, the following documents:
1. the Mortgage Loan Schedule for the related Loan Package;
2. an Assignment and Conveyance Agreement for the related Mortgage
Loans; and
3. a Receipt and Certification, as required under the Custodial
Agreement.
SECTION 10. COSTS. The Purchaser shall pay any commissions due its
salesmen, the legal fees and expenses of its attorneys and the costs and
expenses associated with the Custodian. The Seller shall be responsible for
reasonable costs and expenses associated with any preparation of the initial
assignments of mortgage. All other costs and expenses incurred in connection
with the transfer and delivery of the Mortgage Loans, including fees for title
policy endorsements and continuations and the Seller's attorney fees, shall be
paid by the Seller.
SECTION 11. SERVICING The Mortgage Loans shall be serviced by the Seller
in accordance with the terms of the Master Seller's Warranties and Servicing
Agreement. The Seller shall be entitled to servicing fees calculated as provided
therein, at the Servicing Fee Rate.
SECTION 12. FINANCIAL STATEMENTS. The Seller understands that in
connection with the Purchaser's marketing of the Mortgage Loans, the Purchaser
shall make available to prospective purchasers a Consolidated Statement of
Operations of the Seller for the most recently completed two fiscal years
respecting which such a statement is available, as well as a Consolidated
Statement of Condition at the end of the last two (2) fiscal years covered by
such Consolidated Statement of Operations. The Purchaser shall also make
available any comparable interim statements to the extent any such statements
have been prepared by the seller in a format intended or otherwise suitable for
the public at large. The Seller, if it has not already done so, agrees to
furnish promptly to the Purchaser copies of the statements specified above. The
Seller shall also make available information on its servicing performance with
respect to loans in its own portfolio and loans serviced for others (if any),
including foreclosure and delinquency ratios.
The Seller also agrees to allow access to a knowledgeable (as shall be
determined by the Seller) financial or accounting officer for the purpose of
answering questions asked by any prospective purchaser regarding recent
developments affecting the Seller or the financial statements of the Seller.
SECTION 13. MANDATORY DELIVERY. The sale and delivery on each Closing
Date of the related Mortgage Loans described on the respective Mortgage Loan
Schedules is mandatory, it being specifically understood and agreed that each
Mortgage Loan must be unique and identifiable on such related Closing Date and
that an award of money damages would be insufficient to compensate the Purchaser
for the losses and damages incurred by the Purchaser (including damages to
prospective purchasers of the Mortgage Loans) in the event of the Seller's
failure to deliver the Mortgage Loans on or before such related Closing Date.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.
SECTION 14. NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed, by
registered or certified mail, return receipt requested, or, if by other means,
when received by the other party at the address shown on the first page hereof,
or such other address as may hereafter be furnished to the other party by like
notice. Any such demand, notice of communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).
SECTION 15. SEVERABILITY CLAUSE. Any part, provision, representation or
warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is as close as
possible to the economic effect of this Agreement without regard to such
invalidity.
SECTION 16. COUNTERPARTS. This Agreement may be executed simultaneously
in any number of counterparts. Each counterpart shall be deemed to be an
original, and all such counterparts shall constitute one and the same
instrument.
SECTION 17. PLACE OF DELIVERY AND GOVERNING LAW. This Agreement shall be
deemed in effect when a fully executed counterpart thereof is received by the
Purchaser in the State of New York and shall be deemed to have been made in
State of New York. The Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with the laws of the State of New
York, except to the extent preempted by Federal Law.
Each of the Seller and the Purchaser hereby knowingly, voluntarily and
intentionally waives any and all rights it may have to a trial by jury in
respect of any litigation based on, or arising out of, under, or in connection
with, this Agreement, or any other documents and instruments executed in
connection herewith, or any course of conduct, course of dealing, statements
(whether oral or written), or actions of the Seller or the Purchaser. This
provision is a material inducement for the Purchaser to enter into this
Agreement.
SECTION 18. FURTHER AGREEMENTS. The Purchaser and the Seller each agree
to execute and deliver to the other such additional documents, instruments or
agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.
Without limiting the generality of the foregoing, the Seller shall
reasonably cooperate with the Purchaser in connection with the initial resales
of the Mortgage Loans by the Purchaser. In that connection, the Seller shall
provide to the Purchaser: (i) any and all information and appropriate
verification of information, whether through letters of its auditors and counsel
or otherwise, as the Purchaser shall reasonably request, and (ii) such
additional representations, warranties, covenants, opinions of counsel, letters
from auditors and certificates of public officials or officers of the Seller as
are reasonably believed necessary by the Purchaser in connection with such
resales. The requirement of the Seller pursuant to (ii) above shall terminate on
the related Closing Date, except as provided pursuant to Article IX of the
Master Seller's Warranties and Servicing Agreement. Prior to incurring any
out-of-pocket expenses pursuant to this paragraph, the Seller shall notify the
Purchaser in writing of the estimated amount of such expense. The Purchaser
shall reimburse the Seller for any such expense following its receipt of
appropriate details thereof.
SECTION 19. INTENTION OF THE PARTIES. It is the intention of the parties
that the Purchaser is purchasing, and the Seller is selling, an undivided 100%
ownership interest in the Mortgage Loans and not a debt instrument of the Seller
or another security. Accordingly, the parties hereto each intend to treat the
transaction for Federal income tax purposes as a sale by the Seller, and a
purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the
right to review the Mortgage Loans and the related Mortgage Loan Files to
determine the characteristics of the Mortgage Loans which shall affect the
Federal income tax consequences of owning the Mortgage Loans and the Seller
shall cooperate with all reasonable requests made by the Purchaser in the course
of such review.
SECTION 20. SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE AGREEMENT.
This Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser and the respective successors and assigns of the Seller
and the Purchaser. This Agreement shall not be assigned, pledged or hypothecated
by the Seller to a third party without the consent of the Purchaser.
SECTION 21. WAIVERS; OTHER AGREEMENTS. No term or provision of this
Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is
sought to be enforced.
SECTION 22. EXHIBITS. The exhibits to this Agreement are hereby
incorporated and made a part hereof and are an integral part of this Agreement.
SECTION 23. GENERAL INTERPRETIVE PRINCIPLES. For purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
a) the terms defined in this Agreement have the meanings assigned to
them in this Agreement and include the plural as well as the singular,
and the use of any gender herein shall be deemed to include the other
gender;
b) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting
principles;
c) references herein to "Articles", "Sections", "Subsections",
"Paragraphs", and other subdivisions without reference to a document are
to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;
d) a reference to a Subsection without further reference to a Section is
a reference to such Subsection as contained in the same Section in which
the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;
e) the words "herein", "hereof", "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular
provision; and
f) the term "include" or "including" shall mean without limitation by
reason of enumeration.
SECTION 24. REPRODUCTION OF DOCUMENTS. This Agreement and all documents
relating thereto, including, without limitation, (a) consents, waivers and
modifications which may hereafter be executed, (b) documents received by any
party at the closing, and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
[Signatures Follow]
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the date first above written.
EMC MORTGAGE CORPORATION
(Purchaser)
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
WELLS FARGO BANK, N.A.
(Seller)
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
EXHIBIT 1
FORM OF OPINION OF COUNSEL
@
@
@
@
Re: Mortgage Loan Sale by Wells Fargo Bank, N.A. (the "Company") to EMC Mortgage
Corporation (the "Purchaser") of first lien mortgage loans (the "Mortgage
Loans") pursuant to that certain Amended and Restated Master Seller's Warranties
and Servicing Agreement and Amended and Restated Master Mortgage Loan Purchase
Agreement by and between the Company and the Purchaser, dated as of November 1,
2005.
Dear Sir/Madam:
I am @ of Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank,
N.A. (the "Company"), with respect to certain matters in connection with the
sale by the Company of Mortgage Loans pursuant to that certain Amended and
Restated Master Seller's Warranties and Servicing Agreement and Amended and
Restated Master Mortgage Loan Purchase Agreement by and between the Company and
EMC Mortgage Corporation (the "Purchaser"), dated as of November 1, 2005, (the
"Agreements"), which sale is in the form of whole Mortgage Loans. Capitalized
terms not otherwise defined herein have the meanings set forth in the Amended
and Restated Master Seller's Warranties and Servicing Agreement.
I have examined the following documents:
1. the Amended and Restated Master Seller's Warranties and Servicing
Agreement;
2. the Amended and Restated Master Mortgage Loan Purchase Agreement;
3. the Custodial Agreement;
4. the form of endorsement of the Mortgage Notes; and
5. such other documents, records and papers as I have deemed necessary and
relevant as a basis for this opinion.
To the extent I have deemed necessary and proper, I have relied upon the
representations and warranties of the Company contained in the Agreements. I
have assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all documents.
Based upon the foregoing, it is my opinion that;
1. The Company is a national banking association duly organized, validly
existing and in good standing under the laws of the United States.
2. The Company has the power to engage in the transactions contemplated by
the Agreements, the Custodial Agreement and all requisite power,
authority and legal right to execute and deliver the Agreements, the
Custodial Agreement and the Mortgage Loans, and to perform and observe
the terms and conditions of such instruments.
3. Each person who, as an officer or attorney-in-fact of the Company,
signed (a) the Agreements, each dated as of November 1, 2005, by and
between the Company and the Purchaser, and (b) any other document
delivered prior hereto or on the date hereof in connection with the sale
and servicing of the Mortgage Loans in accordance with the Agreements
was, at the respective times of such signing and delivery, and is, as of
the date hereof, duly elected or appointed, qualified and acting as such
officer or attorney-in-fact, and the signatures of such persons
appearing on such documents are their genuine signatures.
4. Each of the Agreements, the Custodial Agreement, and the Mortgage Loans,
has been duly authorized, executed and delivered by the Company and is a
legal, valid and binding agreement enforceable in accordance with its
terms, subject to the effect of insolvency, liquidation, convervatorship
and other similar laws administered by the Federal Deposit Insurance
Corporation affecting the enforcement of contract obligations of insured
banks and subject to the application of the rules of equity, including
those respecting the availability of specific performance, none of which
will materially interfere with the realization of the benefits provided
thereunder or with the Purchaser's ownership of the Mortgage Loans.
5. The Company has been duly authorized to allow any of its officers to
execute any and all documents by original signature in order to complete
the transactions contemplated by the Agreements and the Custodial
Agreement, and by original or facsimile signature in order to execute
the endorsements to the Mortgage Notes and the assignments of the
Mortgages, and the original or facsimile signature of the officer at the
Company executing the endorsements to the Mortgage Notes and the
assignments of the Mortgages represents the legal and valid signature of
said officer of the Company.
6. Either (i) no consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Company of or compliance by the Company with the
Agreements, the Custodial Agreement or the sale and delivery of the
Mortgage Loans or the consummation of the transactions contemplated by
the Agreements, and the Custodial Agreement; or (ii) any required
consent, approval, authorization or order has been obtained by the
Company.
7. Neither the consummation of the transactions contemplated by, nor the
fulfillment of the terms of the Agreements and the Custodial Agreement,
will conflict with or results in or will result in a breach of or
constitutes or will constitute a default under the charter or by-laws of
the Company, the terms of any indenture or other agreement or instrument
to which the Company is a party or by which it is bound or to which it
is subject, or violates any statute or order, rule, regulations, writ,
injunction or decree of any court, governmental authority or regulatory
body to which the Company is subject or by which it is bound.
8. There is no action, suit, proceeding or investigation pending or, to the
best of my knowledge, threatened against the Company which, in my
opinion, either in any one instance or in the aggregate, may result in
any material adverse change in the business, operations, financial
condition, properties or assets of the Company or in any material
impairment of the right or ability of the Company to carry on its
business substantially as now conducted or in any material liability on
the part of the Company or which would draw into question the validity
of the Agreements, and the Custodial Agreement, or of any action taken
or to be taken in connection with the transactions contemplated thereby,
or which would be likely to impair materially the ability of the Company
to perform under the terms of the Agreements and the Custodial
Agreement.
9. For purposes of the foregoing, I have not regarded any legal or
governmental actions, investigations or proceedings to be "threatened"
unless the potential litigant or governmental authority has manifested
to the legal department of the Company or an employee of the Company
responsible for the receipt of process a present intention to initiate
such proceedings; nor have I regarded any legal or governmental actions,
investigations or proceedings as including those that are conducted by
state or federal authorities in connection with their routine regulatory
activities. The sale of each Mortgage Note and Mortgage as and in the
manner contemplated by the Agreements is sufficient fully to transfer
all right, title and interest of the Company thereto as noteholder and
mortgagee, apart from the rights to service the Mortgage Loans pursuant
to the Agreements.
10. The form of endorsement that is to be used with respect to the Mortgage
Loans is legally valid and sufficient to duly endorse the Mortgage Notes
to the Purchaser. Upon the completion of the endorsement of the Mortgage
Notes and the completion of the assignments of the Mortgages, and the
recording thereof, the endorsement of the Mortgage Notes, the delivery
to the Custodian of the completed assignments of the Mortgages, and the
delivery of the original endorsed Mortgage Notes to the Custodian would
be sufficient to permit the entity to which such Mortgage Note is
initially endorsed at the Purchaser's direction, and to whom such
assignment of Mortgages is initially assigned at the Purchaser's
direction, to avail itself of all protection available under applicable
law against the claims of any present or future creditors of the
Company, and would be sufficient to prevent any other sale, transfer,
assignment, pledge or hypothecation of the Mortgages and the Mortgage
Notes by the Company from being enforceable.
This opinion is given to you for your sole benefit, and no other person or
entity is entitled to rely hereon except that the purchaser or purchasers to
which you initially and directly resell the Mortgage Loans may rely on this
opinion as if it were addressed to them as of its date.
Sincerely,
@
@
@/@
EXHIBIT Q-4
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
(Provided upon request)
EXHIBIT R-1
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
(Provided upon request)
EXHIBIT R-2
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
(Provided upon request)
EXHIBIT R-3
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
(PROVIDED UPON REQUEST)
EXHIBIT S
AGGREGATE PLANNED PRINCIPAL AMOUNT
|
Distribution Date |
Aggregate Planned |
|
Initial |
86,111,000.00 |
|
85,099,118.85 | |
|
84,093,453.44 | |
|
83,093,966.71 | |
|
82,100,621.82 | |
|
81,113,382.15 | |
|
80,132,211.31 | |
|
79,157,073.14 | |
|
78,187,931.69 | |
|
77,224,751.23 | |
|
76,267,496.26 | |
|
75,316,131.46 | |
|
74,370,621.78 | |
|
73,430,932.35 | |
|
72,497,028.51 | |
|
71,568,875.82 | |
|
70,646,440.07 | |
|
69,729,687.22 | |
|
68,818,583.47 | |
|
67,913,095.22 | |
|
67,013,189.05 | |
|
66,118,831.79 | |
|
65,229,990.43 | |
|
64,346,632.19 | |
|
63,468,724.47 | |
|
62,596,234.89 | |
|
61,729,131.25 | |
|
60,867,381.56 | |
|
60,010,954.02 | |
|
59,159,817.03 | |
|
58,313,939.17 | |
|
57,473,289.22 | |
|
56,637,836.16 | |
|
55,807,549.16 | |
|
54,982,397.55 | |
|
54,162,350.89 | |
|
53,347,378.89 | |
|
52,537,451.48 | |
|
51,732,538.74 | |
|
50,932,610.96 | |
|
50,137,638.60 | |
|
49,347,592.30 | |
|
48,562,442.88 | |
|
47,782,161.36 | |
|
47,006,718.91 | |
|
46,236,086.89 | |
|
45,470,236.82 | |
|
44,709,140.43 | |
|
43,952,769.60 | |
|
43,201,096.37 | |
|
42,454,092.99 | |
|
41,711,731.83 |
|
40,973,985.48 | |
|
40,240,826.68 | |
|
39,512,228.31 | |
|
38,787,636.11 | |
|
38,065,951.42 | |
|
37,348,603.06 | |
|
36,635,726.91 | |
|
35,927,296.60 | |
|
35,223,285.91 | |
|
34,542,393.17 | |
|
33,865,799.22 | |
|
33,193,478.18 | |
|
32,525,404.35 | |
|
31,861,552.18 | |
|
31,201,896.26 | |
|
30,546,411.36 | |
|
29,895,072.39 | |
|
29,247,854.41 | |
|
28,604,732.64 | |
|
27,965,682.44 | |
|
27,330,679.32 | |
|
26,705,735.44 | |
|
26,084,752.43 | |
|
25,467,706.30 | |
|
24,854,573.22 | |
|
24,249,645.11 | |
|
23,657,163.90 | |
|
23,076,887.88 | |
|
22,508,579.93 | |
|
21,952,007.42 | |
|
21,406,942.12 | |
|
20,873,160.12 | |
|
20,350,441.77 | |
|
19,870,445.15 | |
|
19,400,428.62 | |
|
18,940,194.32 | |
|
18,489,548.24 | |
|
18,048,300.08 | |
|
17,616,263.22 | |
|
17,193,254.64 | |
|
16,779,094.87 | |
|
16,373,607.87 | |
|
15,976,621.03 | |
|
15,587,965.05 | |
|
15,207,473.92 | |
|
14,862,498.45 | |
|
14,524,590.90 | |
|
14,193,610.47 | |
|
13,869,419.14 | |
|
13,551,881.54 | |
|
13,240,864.99 | |
|
12,936,239.37 | |
|
12,637,877.12 | |
|
12,345,653.16 | |
|
12,059,444.86 | |
|
11,779,132.00 | |
|
11,504,596.70 | |
|
11,258,406.37 | |
|
11,016,954.66 |
|
10,780,151.68 | |
|
10,547,909.19 | |
|
10,320,140.63 | |
|
10,096,761.07 | |
|
9,877,549.12 | |
|
9,662,508.51 | |
|
9,451,414.73 | |
|
9,243,761.15 | |
|
9,032,646.39 | |
|
8,825,624.81 | |
|
8,622,705.11 | |
|
8,423,807.98 | |
|
8,228,855.62 | |
|
8,037,771.71 | |
|
7,850,481.38 | |
|
7,666,911.20 | |
|
7,486,989.12 | |
|
7,310,644.48 | |
|
7,137,807.95 | |
|
6,968,411.54 | |
|
6,802,388.54 | |
|
6,639,673.52 | |
|
6,480,202.30 | |
|
6,323,911.92 | |
|
6,170,740.62 | |
|
6,020,627.83 | |
|
5,873,514.13 | |
|
5,729,341.22 | |
|
5,588,051.94 | |
|
5,449,590.20 | |
|
5,313,901.00 | |
|
5,180,930.37 | |
|
5,050,625.40 | |
|
4,922,934.16 | |
|
4,797,805.73 | |
|
4,675,190.17 | |
|
4,555,038.49 | |
|
4,437,302.63 | |
|
4,321,935.45 | |
|
4,208,890.73 | |
|
4,098,123.11 | |
|
3,989,588.13 | |
|
3,883,242.16 | |
|
3,779,042.40 | |
|
3,676,946.89 | |
|
3,576,914.47 | |
|
3,478,904.75 | |
|
3,382,878.14 | |
|
3,288,795.81 | |
|
3,196,619.65 | |
|
3,106,312.30 | |
|
3,017,837.12 | |
|
2,931,158.16 | |
|
2,846,240.18 | |
|
2,763,048.60 | |
|
2,681,549.51 | |
|
2,601,709.66 | |
|
2,523,496.42 | |
|
2,446,877.82 |
|
2,371,822.46 | |
|
2,298,299.59 | |
|
2,226,279.03 | |
|
2,155,731.18 | |
|
2,086,627.02 | |
|
2,018,997.22 | |
|
1,952,752.80 | |
|
1,888,145.66 | |
|
1,825,420.76 | |
|
1,764,356.34 | |
|
1,704,565.13 | |
|
1,645,989.73 | |
|
1,588,606.27 | |
|
1,532,391.33 | |
|
1,477,321.95 | |
|
1,423,375.60 | |
|
1,370,530.19 | |
|
1,318,764.06 | |
|
1,268,055.95 | |
|
1,218,385.02 | |
|
1,169,730.84 | |
|
1,122,073.37 | |
|
1,075,392.93 | |
|
1,029,670.26 | |
|
984,886.44 | |
|
941,022.94 | |
|
898,061.56 | |
|
855,984.47 | |
|
814,774.18 | |
|
774,413.54 | |
|
734,885.73 | |
|
696,174.25 | |
|
658,262.92 | |
|
621,135.88 | |
|
584,777.58 | |
|
549,172.74 | |
|
514,306.42 | |
|
480,163.93 | |
|
446,730.90 | |
|
413,993.21 | |
|
381,937.03 | |
|
350,548.79 | |
|
319,815.18 | |
|
289,723.15 | |
|
260,259.92 | |
|
231,412.94 | |
|
203,169.91 | |
|
175,518.76 | |
|
148,447.66 | |
|
121,945.02 | |
|
95,999.47 | |
|
70,599.84 | |
|
45,735.21 | |
|
21,394.85 | |
|
October 25, 2024 and after |
0.00 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/25/36 | ||||
| 2/25/36 | ||||
| 10/25/24 | ||||
| 9/25/24 | ||||
| 8/25/24 | ||||
| 7/25/24 | ||||
| 6/25/24 | ||||
| 5/25/24 | ||||
| 4/25/24 | ||||
| 3/25/24 | ||||
| 2/25/24 | ||||
| 1/25/24 | ||||
| 12/25/23 | ||||
| 11/25/23 | ||||
| 10/25/23 | ||||
| 9/25/23 | ||||
| 8/25/23 | ||||
| 7/25/23 | ||||
| 6/25/23 | ||||
| 5/25/23 | ||||
| 4/25/23 | ||||
| 3/25/23 | ||||
| 2/25/23 | ||||
| 1/25/23 | ||||
| 12/25/22 | ||||
| 11/25/22 | ||||
| 10/25/22 | ||||
| 9/25/22 | ||||
| 8/25/22 | ||||
| 7/25/22 | ||||
| 6/25/22 | ||||
| 5/25/22 | ||||
| 4/25/22 | ||||
| 3/25/22 | ||||
| 2/25/22 | ||||
| 1/25/22 | ||||
| 12/25/21 | ||||
| 11/25/21 | ||||
| 10/25/21 | ||||
| 9/25/21 | ||||
| 8/25/21 | ||||
| 7/25/21 | ||||
| 6/25/21 | ||||
| 5/25/21 | ||||
| 4/25/21 | ||||
| 3/25/21 | ||||
| 2/25/21 | ||||
| 1/25/21 | ||||
| 12/25/20 | ||||
| 11/25/20 | ||||
| 10/25/20 | ||||
| 9/25/20 | ||||
| 8/25/20 | ||||
| 7/25/20 | ||||
| 6/25/20 | ||||
| 5/25/20 | ||||
| 4/25/20 | ||||
| 3/25/20 | ||||
| 2/25/20 | ||||
| 1/25/20 | ||||
| 12/25/19 | ||||
| 11/25/19 | ||||
| 10/25/19 | ||||
| 9/25/19 | ||||
| 8/25/19 | ||||
| 7/25/19 | ||||
| 6/25/19 | ||||
| 5/25/19 | ||||
| 4/25/19 | ||||
| 3/25/19 | ||||
| 2/25/19 | ||||
| 1/25/19 | ||||
| 12/25/18 | ||||
| 11/25/18 | ||||
| 10/25/18 | ||||
| 9/25/18 | ||||
| 8/25/18 | ||||
| 7/25/18 | ||||
| 6/25/18 | ||||
| 5/25/18 | ||||
| 4/25/18 | ||||
| 3/25/18 | ||||
| 2/25/18 | ||||
| 1/25/18 | ||||
| 12/25/17 | ||||
| 11/25/17 | ||||
| 10/25/17 | ||||
| 9/25/17 | ||||
| 8/25/17 | ||||
| 7/25/17 | ||||
| 6/25/17 | ||||
| 5/25/17 | ||||
| 4/25/17 | ||||
| 3/25/17 | ||||
| 2/25/17 | ||||
| 1/25/17 | ||||
| 12/25/16 | ||||
| 11/25/16 | ||||
| 10/25/16 | ||||
| 9/25/16 | ||||
| 8/25/16 | ||||
| 7/25/16 | ||||
| 6/25/16 | ||||
| 5/25/16 | ||||
| 4/25/16 | ||||
| 3/25/16 | ||||
| 2/25/16 | ||||
| 1/25/16 | ||||
| 12/25/15 | ||||
| 11/25/15 | ||||
| 10/25/15 | ||||
| 9/25/15 | ||||
| 8/25/15 | ||||
| 7/25/15 | ||||
| 6/25/15 | ||||
| 5/25/15 | ||||
| 4/25/15 | ||||
| 3/25/15 | ||||
| 2/25/15 | ||||
| 1/25/15 | ||||
| 12/25/14 | ||||
| 11/25/14 | ||||
| 10/25/14 | ||||
| 9/25/14 | ||||
| 8/25/14 | ||||
| 7/25/14 | ||||
| 6/25/14 | ||||
| 5/25/14 | ||||
| 4/25/14 | ||||
| 3/25/14 | ||||
| 2/25/14 | ||||
| 1/25/14 | ||||
| 12/25/13 | ||||
| 11/25/13 | ||||
| 10/25/13 | ||||
| 9/25/13 | ||||
| 8/25/13 | ||||
| 7/25/13 | ||||
| 6/25/13 | ||||
| 5/25/13 | ||||
| 4/25/13 | ||||
| 3/25/13 | ||||
| 2/25/13 | ||||
| 1/25/13 | ||||
| 12/25/12 | ||||
| 11/25/12 | ||||
| 10/25/12 | ||||
| 9/25/12 | ||||
| 8/25/12 | ||||
| 7/25/12 | ||||
| 6/25/12 | ||||
| 5/25/12 | ||||
| 4/25/12 | ||||
| 3/25/12 | ||||
| 2/25/12 | ||||
| 1/25/12 | ||||
| 12/25/11 | ||||
| 11/25/11 | ||||
| 10/25/11 | ||||
| 9/25/11 | ||||
| 8/25/11 | ||||
| 7/25/11 | ||||
| 6/25/11 | ||||
| 5/25/11 | ||||
| 4/25/11 | ||||
| 3/25/11 | ||||
| 2/25/11 | ||||
| 1/25/11 | ||||
| 12/25/10 | ||||
| 11/25/10 | ||||
| 10/25/10 | ||||
| 9/25/10 | ||||
| 8/25/10 | ||||
| 7/25/10 | ||||
| 6/25/10 | ||||
| 5/25/10 | ||||
| 4/25/10 | ||||
| 3/25/10 | ||||
| 2/25/10 | ||||
| 1/25/10 | ||||
| 12/25/09 | ||||
| 11/25/09 | ||||
| 10/25/09 | ||||
| 9/25/09 | ||||
| 8/25/09 | ||||
| 7/25/09 | ||||
| 6/25/09 | ||||
| 5/25/09 | ||||
| 4/25/09 | ||||
| 3/25/09 | ||||
| 2/25/09 | ||||
| 1/25/09 | ||||
| 12/25/08 | ||||
| 11/25/08 | ||||
| 10/25/08 | ||||
| 9/25/08 | ||||
| 8/25/08 | ||||
| 7/25/08 | ||||
| 6/25/08 | ||||
| 5/25/08 | ||||
| 4/25/08 | ||||
| 3/25/08 | ||||
| 2/25/08 | ||||
| 1/25/08 | ||||
| 12/25/07 | ||||
| 11/25/07 | ||||
| 10/25/07 | ||||
| 9/25/07 | ||||
| 8/25/07 | ||||
| 7/25/07 | ||||
| 6/25/07 | ||||
| 5/25/07 | ||||
| 4/25/07 | ||||
| 3/25/07 | ||||
| 2/25/07 | ||||
| 1/25/07 | ||||
| 12/25/06 | ||||
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| 10/25/06 | 10-D | |||
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| 5/25/06 | 10-D | |||
| 4/25/06 | 10-D | |||
| 3/27/06 | 10-D, 10-D/A | |||
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| Filed on: | 3/15/06 | |||
| For Period End: | 2/28/06 | 424B5 | ||
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| 9/29/95 | ||||
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