CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., Depositor DLJ MORTGAGE CAPITAL, INC., Seller SELECT PORTFOLIO SERVICING, INC., Servicer and Trustee POOLING AND SERVICING AGREEMENT Dated as of December 1, 2006 HOME EQUITY MORTGAGE TRUST SERIES...
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
DLJ
MORTGAGE CAPITAL, INC.,
Seller
SELECT
PORTFOLIO SERVICING, INC.,
Servicer
and
U.S.
BANK
NATIONAL ASSOCIATION,
Trustee
______________________________________________________________________________
Dated
as
of December 1, 2006
______________________________________________________________________________
HOME
EQUITY MORTGAGE
TRUST
SERIES 2006-6
HOME
EQUITY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-6
TABLE
OF
CONTENTS
|
ARTICLE
I
DEFINITIONS
|
|
|
SECTION
1.01
|
Definitions.
|
|
SECTION
1.02
|
Interest
Calculations.
|
|
SECTION
1.03
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
by the Trustee.
|
|
SECTION
2.03
|
Representations
and Warranties of the Seller, the Servicer.
|
|
SECTION
2.04
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
|
SECTION
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions.
|
|
SECTION
2.06
|
Execution
and Delivery of Certificates.
|
|
SECTION
2.07
|
REMIC
Matters.
|
|
SECTION
2.08
|
Covenants
of the Servicer.
|
|
SECTION
2.09
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3 and
REMIC 4 by the Trustee; Issuance of Certificates.
|
|
SECTION
2.10
|
Purposes
and Powers of the Trust.
|
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Servicer
to Service Mortgage Loans.
|
|
SECTION
3.02
|
Subservicing;
Enforcement of the Obligations of Subservicers.
|
|
SECTION
3.03
|
[Reserved].
|
|
SECTION
3.04
|
Trustee
to Act as Servicer.
|
|
SECTION
3.05
|
Collection
of Mortgage Loans; Collection Accounts; Certificate Account; Pre-Funding
Account; Capitalized Interest Account.
|
|
SECTION
3.06
|
Establishment
of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow
Accounts; Payments of Taxes, Insurance and Other
Charges.
|
|
SECTION
3.07
|
Access
to Certain Documentation and Information Regarding the Mortgage Loans;
Inspections.
|
|
SECTION
3.08
|
Permitted
Withdrawals from the Collection Accounts and Certificate
Account.
|
|
SECTION
3.09
|
Maintenance
of Hazard Insurance and Mortgage Impairment Insurance; Claims; Restoration
of Mortgaged Property.
|
|
SECTION
3.10
|
Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.11
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
|
SECTION
3.12
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.13
|
Documents,
Records and Funds in Possession of a Servicer to be Held for the
Trustee.
|
|
SECTION
3.14
|
Servicing
Fee.
|
|
SECTION
3.15
|
Access
to Certain Documentation.
|
|
SECTION
3.16
|
Annual
Statement as to Compliance.
|
|
SECTION
3.17
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.18
|
Maintenance
of Fidelity Bond and Errors and Omissions Insurance.
|
|
SECTION
3.19
|
Duties
of the Credit Risk Manager.
|
|
SECTION
3.20
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
3.21
|
Advance
Facility.
|
|
SECTION
3.22
|
Special
Serviced Mortgage Loans
|
|
SECTION
3.23
|
Basis
Risk Reserve Fund.
|
|
SECTION
3.24
|
Termination
Test; Certificateholder Vote.
|
|
ARTICLE
IV
DISTRIBUTIONS
AND ADVANCES BY THE SERVICER
|
|
|
SECTION
4.01
|
Advances
by the Servicer.
|
|
SECTION
4.02
|
Priorities
of Distribution.
|
|
SECTION
4.03
|
[Reserved].
|
|
SECTION
4.04
|
[Reserved].
|
|
SECTION
4.05
|
Allocation
of Realized Losses.
|
|
SECTION
4.06
|
Monthly
Statements to Certificateholders.
|
|
SECTION
4.07
|
Distributions
on the REMIC 1 Regular Interests and REMIC 2 Regular
Interests.
|
|
SECTION
4.08
|
[Reserved].
|
|
SECTION
4.09
|
Prepayment
Charges.
|
|
SECTION
4.10
|
Servicer
to Cooperate.
|
|
SECTION
4.11
|
The
Swap Agreement; Supplemental Interest Trust.
|
|
ARTICLE
V
THE
CERTIFICATES
|
|
|
SECTION
5.01
|
The
Certificates.
|
|
SECTION
5.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04
|
Persons
Deemed Owners.
|
|
SECTION
5.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
|
SECTION
5.06
|
Maintenance
of Office or Agency.
|
|
ARTICLE
VI
THE
DEPOSITOR, THE SELLER, THE SERVICER AND ANY SPECIAL SERVICER
|
|
|
SECTION
6.01
|
Respective
Liabilities of the Depositor, the Seller, the Servicer and the Special
Servicer.
|
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor, the Seller, the Servicer or any
Special
Servicer.
|
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Seller, the Servicer, any Special
Servicer and Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of the Servicer.
|
|
ARTICLE
VII
DEFAULT
|
|
|
SECTION
7.01
|
Events
of Default.
|
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03
|
Notification
to Certificateholders.
|
|
ARTICLE
VIII
CONCERNING
THE TRUSTEE
|
|
|
SECTION
8.01
|
Duties
of the Trustee.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04
|
Trustee
May Own Certificates.
|
|
SECTION
8.05
|
Trustee’s
Fees and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for the Trustee and Custodian.
|
|
SECTION
8.07
|
Resignation
and Removal of the Trustee.
|
|
SECTION
8.08
|
Successor
Trustee.
|
|
SECTION
8.09
|
Merger
or Consolidation of the Trustee.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
Tax
Matters.
|
|
SECTION
8.12
|
Commission
Reporting.
|
|
ARTICLE
IX
TERMINATION
|
|
|
SECTION
9.01
|
Termination
upon Liquidation or Purchase of the Mortgage Loans.
|
|
SECTION
9.02
|
Final
Distribution on the Certificates.
|
|
SECTION
9.03
|
Additional
Termination Requirements.
|
|
SECTION
9.04
|
Determination
of the Terminating Entity.
|
|
ARTICLE
X
MISCELLANEOUS
PROVISIONS
|
|
|
SECTION
10.01
|
Amendment.
|
|
SECTION
10.02
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
10.03
|
Governing
Law.
|
|
SECTION
10.04
|
[Reserved].
|
|
SECTION
10.05
|
Notices.
|
|
SECTION
10.06
|
Severability
of Provisions.
|
|
SECTION
10.07
|
Assignment.
|
|
SECTION
10.08
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
10.09
|
Certificates
Nonassessable and Fully Paid.
|
|
SECTION
10.10
|
Non-Solicitation
|
|
SECTION
10.11
|
Third
Party Beneficiary
|
|
EXHIBITS
|
|
|
EXHIBIT
A.
|
Form
of Class A Certificates
|
|
EXHIBIT
B.
|
Form
of Subordinate Certificate
|
|
EXHIBIT
C.
|
Form
of Residual Certificate
|
|
EXHIBIT
D.
|
Form
of Notional Amount Certificate
|
|
EXHIBIT
E.
|
Form
of Class P Certificate
|
|
EXHIBIT
F.
|
Form
of Reverse Certificates
|
|
EXHIBIT
G.
|
Form
of Initial Certification of Custodian
|
|
EXHIBIT
H.
|
Form
of Final Certification of Custodian
|
|
EXHIBIT
I.
|
Transfer
Affidavit
|
|
EXHIBIT
J.
|
Form
of Transferor Certificate
|
|
EXHIBIT
K.
|
Form
of Investment Letter (Non-Rule 144A)
|
|
EXHIBIT
L.
|
Form
of Rule 144A Letter
|
|
EXHIBIT
M.
|
Request
for Release
|
|
EXHIBIT
N.
|
Form
of Subsequent Transfer Agreement
|
|
EXHIBIT
O-1.
|
Form
of Collection Account Certification
|
|
EXHIBIT
O-2.
|
Form
of Collection Account Letter Agreement
|
|
EXHIBIT
P-1.
|
Form
of Escrow Account Certification
|
|
EXHIBIT
P-2.
|
Form
of Escrow Account Letter Agreement
|
|
EXHIBIT
Q.
|
[Reserved]
|
|
EXHIBIT
R-1.
|
Form
of Custodial Agreement for LaSalle Bank National
Association
|
|
EXHIBIT
R-2.
|
[Reserved].
|
|
EXHIBIT
R-3.
|
[Reserved]
|
|
EXHIBIT
S.
|
[Reserved]
|
|
EXHIBIT
T.
|
[Reserved]
|
|
EXHIBIT
U.
|
Charged
Off Loan Data Report
|
|
EXHIBIT
V.
|
Form
of Monthly Statement to Certificateholders
|
|
EXHIBIT
W.
|
Form
of Depositor Certification
|
|
EXHIBIT
X.
|
Form
of Trustee Certification
|
|
EXHIBIT
Y.
|
Form
of Servicer Certification
|
|
EXHIBIT
Z.
|
Information
to be Provided by Servicer to Trustee
|
|
EXHIBIT
AA
|
Form
of Limited Power of Attorney
|
|
EXHIBIT
BB.
|
[Reserved]
|
|
EXHIBIT
CC
|
Form
of ISDA Master Agreement
|
|
EXHIBIT
DD
|
Form
of Confirmation to the Swap Agreement
|
|
EXHIBIT
EE
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
EXHIBIT
FF
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
EXHIBIT
GG
|
Form
of Certification Regarding Substitution of Defective
Loans
|
|
SCHEDULE
I
|
Mortgage
Loan Schedule
|
|
SCHEDULE
II
|
Seller’s
Representations and Warranties
|
|
SCHEDULE
IIIA
|
SPS
Representations and Warranties
|
|
SCHEDULE
IIIB
|
[Reserved]
|
|
SCHEDULE
IIID
|
[Reserved]
|
|
SCHEDULE
IV
|
Representations
and Warranties for the Mortgage
Loans
|
THIS
POOLING AND SERVICING AGREEMENT, dated as of December 1, 2006, among CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation, as
depositor (the “Depositor”), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation,
as Seller (the “Seller”), SELECT PORTFOLIO SERVICING, INC., a Utah corporation,
as servicer (the “Servicer” or “SPS”) and U.S. BANK NATIONAL ASSOCIATION, a
national banking association organized under the laws of the United States,
as
trustee (the “Trustee”).
WITNESSETH
THAT
In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
PRELIMINARY
STATEMENT
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of eighteen classes of
certificates, designated as (i) the Class 1A-1 Certificates, (ii) the Class
2A-1
Certificates, (iii) the Class 2A-2 Certificates, (iv) the Class 2A-3
Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates,
(vii) the Class M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the
Class M-5 Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7
Certificates, (xii) the Class M-8 Certificates, (xiii) the Class M-9
Certificates, (xiv) the Class P Certificates, (xv) the Class X-1 Certificates,
(xvi) the Class X-2 Certificates, (xvii) the Class X-S Certificates and (xviii)
the Class A-R Certificates.
REMIC
1
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (exclusive of the Pre-Funding Account, Basis Risk
Reserve Fund, Swap Account, the Capitalized Interest Account, the Supplemental
Interest Trust and the Subsequent Mortgage Loan Interest) as a real estate
mortgage investment conduit (a “REMIC”) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC 1.” The Class R-1
Interest will represent the sole class of “residual interests” in REMIC 1 for
purposes of the REMIC Provisions (as defined herein) under federal income tax
law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 1 Pass-Through Rate and the initial Uncertificated
Principal Balance for each of the “regular interests” in REMIC 1 (the “REMIC 1
Regular Interests”). None of the REMIC 1 Regular Interests will be certificated.
The latest possible maturity date (determined for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 1 Regular
Interests will be the Latest Possible Maturity Date as defined herein.
|
Designation
|
Uncertificated
REMIC 1 Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
|
LTI-1
|
Variable(1)
|
$
35,387,402.37
|
|
LTI-2
|
Variable(1)
|
$
206,043,871.25
|
|
LT2-PF
|
Variable(1)
|
$
33,568,726.38
|
|
LTI-S1
|
Variable(1)
|
(2)
|
|
LTI-S2
|
Variable(1)
|
(2)
|
|
LTI-AR
|
Variable(1)
|
$
100.00
|
|
LTI-P
|
Variable(1)
|
$
100.00
|
___________________
| (1) |
Calculated
as provided in the definition of Uncertificated REMIC 1 Pass-Through
Rate.
|
| (2) |
REMIC
1 Regular Interest LTI-S1 and REMIC 1 Regular Interest LTI-S2 will
not
have an Uncertificated Principal Balance but will accrue interest
on an
uncertificated notional amount calculated in accordance with the
definition of “Uncertificated Notional Amount”
herein.
|
REMIC
2
As
provided herein, an election will be made to treat the segregated pool of assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC 2.
The
Class R-2 Interest will represent the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions under federal income tax law (the
“Class R-2 Interest”). The following table irrevocably sets forth the
designation, Uncertificated REMIC 2 Pass-Through Rate and initial Uncertificated
Principal Balance for each of the “regular interests” in REMIC 2 (the “REMIC 2
Regular Interests”). None of the REMIC 2 Regular Interests will be certificated.
The latest possible maturity date (determined for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 2 Regular
Interests will be the Latest Possible Maturity Date as defined herein.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
|
MTI-1-A
|
Variable(1)
|
$
17,534,357.99
|
|
MTI-1-B
|
Variable(1)
|
$
17,534,357.99
|
|
MTI-2-A
|
Variable(1)
|
$
118,728,142.01
|
|
MTI-2-B
|
Variable(1)
|
$
118,728,142.01
|
|
MTI-S
|
(2)
|
(3)
|
|
MTI-AR
|
Variable(1)
|
$
100.00
|
|
MTI-P
|
Variable(1)
|
$
100.00
|
|
MTI-1X1
|
Variable(1)
|
$
318,486.39
|
|
MTI-2X1
|
Variable(1)
|
$
2,156,513.61
|
___________________________
| (1) |
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
|
| (2) |
REMIC
2 Regular Interest MTI-S will not have an Uncertificated REMIC 2
Pass-Through Rate, but will be entitled to 100% of the amounts distributed
on REMIC 1 Regular Interest LTI-S1 and REMIC 1 Regular Interest
LTI-S2.
|
| (3) |
REMIC
2 Regular Interest MTI-S will not have an Uncertificated Principal
Balance, but will be entitled to 100% of the amounts distributed
on REMIC
1 Regular Interest LTI-S1 and REMIC 1 Regular Interest
LTI-S2.
|
REMIC
3
As
provided herein, an election will be made to treat the segregated pool of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC 3.
The
Class R-3 Interest will represent the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions under federal income tax law (the
“Class R-3 Interest”). The following table irrevocably sets forth the
designation, Uncertificated REMIC 3 Pass-Through Rate and initial Uncertificated
Principal Balance for each of the “regular interests” in REMIC 3 (the “REMIC 3
Regular Interests”). None of the REMIC 3 Regular Interests will be certificated.
The latest possible maturity date (determined for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 3 Regular
Interests will be the Latest Possible Maturity Date as defined herein.
|
Designation
|
Uncertificated
REMIC 3 Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
|
MTII-AA
|
Variable(1)
|
$
134,750,000.00
|
|
MTII-1A-1
|
Variable(1)
|
$
135,000.00
|
|
MTII-2A-1
|
Variable(1)
|
$
729,600.00
|
|
MTII-2A-2
|
Variable(1)
|
$
92,400.00
|
|
MTII-2A-3
|
Variable(1)
|
$
90,000.00
|
|
MTII-M-1
|
Variable(1)
|
$
69,475.00
|
|
MTII-M-2
|
Variable(1)
|
$
68,050.00
|
|
MTII-M-3
|
Variable(1)
|
$
29,550.00
|
|
MTII-M-4
|
Variable(1)
|
$
29,600.00
|
|
MTII-M-5
|
Variable(1)
|
$
30,250.00
|
|
MTII-M-6
|
Variable(1)
|
$
22,700.00
|
|
MTII-M-7
|
Variable(1)
|
$
24,050.00
|
|
MTII-M-8
|
Variable(1)
|
$
21,300.00
|
|
MTII-M-9
|
Variable(1)
|
$
20,650.00
|
|
MTII-ZZ
|
Variable(1)
|
$
1,387,375.00
|
|
MTII-1SUB
|
Variable(1)
|
$
83,874.02
|
|
MTII-1GRP
|
Variable(1)
|
$
353,874.02
|
|
MTII-2SUB
|
Variable(1)
|
$
572,125.98
|
|
MTII-2GRP
|
Variable(1)
|
$
2,396,127.98
|
|
MTII-XX
|
Variable(1)
|
$
134,093,998.00
|
|
MTII-S
|
(2)
|
(3)
|
|
MTII-P
|
Variable(1)
|
$
100.00
|
|
MTII-R
|
Variable(1)
|
$
100.00
|
|
MTII-IO
|
Variable(1)
|
(4)
|
___________________
| (1) |
Calculated
as provided in the definition of Uncertificated REMIC 3 Pass-Through
Rate
herein.
|
| (2) |
REMIC
3 Regular Interest MTII-S will not have an Uncertificated REMIC 3
Pass-Through Rate, but will be entitled to 100% of the amounts distributed
on REMIC 2 Regular Interest MTI-S.
|
| (3) |
REMIC
3 Regular Interest MTII-S will not have an Uncertificated Principal
Balance, but will be entitled to 100% of the amounts distributed
on REMIC
2 Regular Interest MTI-S.
|
| (4) |
REMIC
3 Regular Interest MTII-IO will not have an Uncertificated Principal
Balance but will accrue interest on its Uncertificated Notional
Amount.
|
REMIC
4
As
provided herein, an election will be made to treat the segregated pool of assets
consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC 4.
The
Class R-4 Interest will represent the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions under federal income tax law (the
“Class R-4 Interest”). The following table irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance
and minimum denominations for each Class of Certificates comprising the
interests representing “regular interests” in REMIC 4, and the Class A-R
Certificates and Class X-2 Certificates which are not “regular interests” in
REMIC 4. The latest possible maturity date (determined for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the
Regular Certificates will be the Latest Possible Maturity Date as defined
herein.
|
Class
Certificate Balance
|
Pass-Through
Rate
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
|
|
Class
1A-1
|
$
27,000,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
2A-1
|
$
145,920,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
2A-2
|
$
18,480,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
2A-3
|
$
18,000,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
P
|
$
100.00
|
Variable(2)
|
$
100
|
N/A
|
|
Class
A-R
|
$
100.00
|
Variable(2)
|
$
100
|
N/A
|
|
Class
M-1
|
$
13,895,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
M-2
|
$
13,610,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
M-3
|
$
5,910,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
M-4
|
$
5,920,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
M-5
|
$
6,050,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
M-6
|
$
4,540,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
M-7
|
$
4,810,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
M-8
|
$
4,260,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
M-9
|
$
4,130,000.00
|
Adjustable(1)
|
$ 25,000
|
$1
|
|
Class
X-1
|
$
2,475,000.00
|
Variable(3)(4)
|
100%
|
N/A
|
|
Class
X-2
|
$
0.00
|
0.00%
|
N/A
|
N/A
|
|
Class
X-S
|
$
0.00(5)
|
(6)
|
100%
|
N/A
|
|
Class
IO Interest
|
(7)
|
(8)
|
N/A
|
N/A
|
______________
|
(1)
|
The
Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class ▇-▇, ▇▇▇▇▇
▇-▇,
Class M-3, Class M-4, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates have an adjustable rate and will receive interest pursuant
to
formulas based on LIBOR, subject to the applicable Net Funds
Cap.
|
|
(2)
|
The
initial pass-through rates on the Class P Certificates and Class
A-R
Certificates will be approximately 10.667% per annum which is equal
to the
weighted average of the Net Mortgage Rates on the Initial Group 2
Loans
and will vary after the first Distribution
Date.
|
|
(3)
|
The
Class X-1 Certificates will have an initial principal balance of
$2,475,000.00 and will accrue interest on its notional amount. For
any
Distribution Date, the notional amount of the Class X-1 Certificates
will
be equal to the Aggregate Collateral Balance minus the aggregate
Class
Certificate Balance of the Class A-R Certificates and Class P Certificates
immediately prior to such Distribution Date. The initial notional
amount
of the Class X-1 Certificates is
$275,000,000.
|
|
(4)
|
The
Class X-1 Certificates are variable rate and will accrue interest
on a
notional amount.
|
|
(5)
|
For
federal income tax purposes, the Class X-S Certificates will not
have a
Class Principal Balance, be entitled to 100% of the amounts distributed
on
REMIC 3 Regular Interest MTII-S.
|
|
(6)
|
The
Class X-S Certificates are an interest only Class and for each
Distribution Date the Class X-S Certificates shall receive the aggregate
Excess Servicing Fee. For federal income tax purposes, the Class
X-S
Certificates will not have a Pass-Through Rate, but will be entitled
to
100% of the amounts distributed on REMIC 3 Regular Interest
MTII-S.
|
|
(7)
|
The
Class IO Interest will be held as an asset of the Swap Account established
by the Trustee. The Class IO Interest will not have a Class Principal
Balance, but will be entitled to 100% of the amounts distributed
on REMIC
3 Regular Interest MTII-IO.
|
|
(8)
|
The
Class IO Interest will not have a Pass-Through Rate, but will be
entitled
to 100% of the amounts distributed on REMIC 3 Regular Interest
MTII-IO.
|
Set
forth
below are designations of Classes of Certificates to the categories used
herein:
Book-Entry
Certificates
All
Classes of Certificates other than the Physical Certificates.
ERISA-Restricted
Certificates
Class
A-R, Class P and Class X Certificates.
LIBOR
Certificates
Class
1A-1,
Class 2A-1, Class 2A-2, Class 2A-3, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class
M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
Notional
Amount
Certificates
Class
X-1
Certificates and Class X-S Certificates.
Class
A
Certificates
Class
1A-1, Class 2A-1, Class 2A-2, Class 2A-3 and Class A-R
Certificates.
Class
M
Certificates
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8
and Class M-9 Certificates.
Class
X
Certificates
Class
X-1, Class X-2 and Class X-S Certificates.
Offered
Certificates
All
Classes of Certificates (other than the Class P Certificates and Class X
Certificates).
Physical
Certificates
Class
A-R, Class P and Class X Certificates.
Private
Certificates
Class
P
Certificates and Class X Certificates.
Rating
Agencies
S&P
and ▇▇▇▇▇’▇.
Regular
Certificates All
Classes of Certificates other than the Class A-R Certificates and Class X-2
Certificates.
Residual
Certificates
Class
A-R
Certificates.
Senior
Certificates
Class
1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P and Class A-R
Certificates.
Subordinate
Certificates
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9 and Class X-1 Certificates.
Minimum
Denominations
Class
1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3,
Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates:
$25,000 and multiples of $1 in excess thereof.
Class
A-R
Certificates and Class P Certificates: $100. The Class X-1 Certificates will
be
issued as a single Certificate with a Certificate Principal Balance of
$2,475,000. The Class X-2 Certificates will be issued as a single Certificate
and will not have a principal balance. The Class X-S Certificates will be issued
as a single Certificate with an initial Notional Amount of $241,431,473.62.
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Definitions.
|
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Accepted
Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices of prudent mortgage lending institutions which service mortgage loans
of the same type as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located.
Additional
Form 10-D Disclosure: As defined in Section 8.12(a)(i).
Additional
Form 10-K Disclosure: As defined in Section 8.12(a)(iii).
Advance:
The payment required to be made by a Servicer with respect to any Distribution
Date pursuant to Section 4.01.
Affected
Party: As defined in the Swap Agreement.
Aggregate
Collateral Balance: As of any date of determination will be equal to the
Aggregate Loan Balance plus the amount, if any, then on deposit in the
Pre-Funding Account.
Aggregate
Loan Balance: As of any Distribution Date will be equal to the aggregate of
the
Stated Principal Balances of the Mortgage Loans determined as of the last day
of
the related Collection Period.
Aggregate
Loan Group Balance:
As
of an
date of determination and Loan Group, will be equal to the aggregated Stated
Principal Balance of the Mortgage Loans in that Loan Group, except as otherwise
provided herein, as of the last day of the related Collection
Period.
Aggregate
Loan Group Collateral Balance: As
of any
date of determination and loan group, will be equal to the applicable Aggregate
Loan Group Balance plus in the case of Loan Group 2, the amount, if any, then
on
deposit in the Pre-Funding Account.
Aggregate
Subsequent Transfer Amount: With respect to any Subsequent Transfer Date, the
aggregate Stated Principal Balance as of the applicable Cut-off Date of the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as listed
on the revised Mortgage Loan Schedule delivered pursuant to Section 2.01(b);
provided,
however,
that
such amount shall not exceed the amount on deposit in the Pre-Funding
Account.
Agreement:
This Pooling and Servicing Agreement and all amendments or supplements
hereto.
Ancillary
Income: All income derived from the Mortgage Loans, other than Servicing Fees
and Prepayment Charges, including but not limited to, late charges, fees
received with respect to checks or bank drafts returned by the related bank
for
non-sufficient funds, assumption fees, optional insurance administrative fees
and all other incidental fees and charges.
Annual
Statement of Compliance: As defined in Section 3.16.
Applied
Loss Amount: As to any Distribution Date, an amount equal to the excess, if
any
of (i) the aggregate Class Principal Balance of the Certificates after giving
effect to all Realized Losses incurred with respect to the Mortgage Loans during
the Due Period for such Distribution Date and payments of principal on such
Distribution Date and any amounts on deposit in the Swap Account over (ii)
the
Aggregate Collateral Balance for such Distribution Date.
Appraised
Value: The amount set forth in an appraisal of the related Mortgage Loan as
the
value of the Mortgaged Property.
Assessment
of Compliance: As defined in Section 3.17.
Assignment
Agreement: An assignment agreement between DLJ Mortgage Capital, Inc. as Seller
and the Depositor, whereby the Mortgage Loans are transferred and limited
representations and warranties relating to the Mortgage Loans are
made.
Assignment
of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent
instrument in recordable form (except for the omission of the name of the
assignee if such Mortgage is endorsed in blank), sufficient under the laws
of
the jurisdiction wherein the related Mortgaged Property is located to reflect
the transfer of the Mortgage to the Trustee for the benefit of the
Certificateholders.
Attestation
Report: As defined in Section 3.17.
Available
Funds: With respect to any Distribution Date (A) the sum of (i) all Scheduled
Payments (net of the related Expense Fees (other than the Excess Servicing
Fee))
due on the Due Date in the month in which such Distribution Date occurs and
received prior to the related Determination Date, together with any Advances
in
respect thereof required pursuant to Section 4.01; (ii) all Insurance Proceeds,
Liquidation Proceeds and Net Recoveries received during the month preceding
the
month of such Distribution Date; (iii) all Curtailments and Payoffs received
during the Prepayment Period applicable to such Distribution Date (excluding
Prepayment Charges); (iv) amounts received with respect to such Distribution
Date as the Substitution Adjustment Amount or Repurchase Price; (v) Compensating
Interest Payments for such Distribution Date; (vi) with respect to the
Distribution Date in March 2007, the amount remaining in the Pre-Funding Account
at the end of the Pre-Funding Period; (vii) any amounts withdrawn from the
Capitalized Interest Account to pay interest on the Certificates with respect
to
such Distribution Date and (viii) amounts withdrawn from the Swap Account and
added to the Principal Remittance Amount for such Distribution Date minus (B)
the sum of (i) amounts payable by the Supplemental Interest Trust to the
Counterparty in respect of Net Swap Payments and Swap Termination Payments
(other than Swap Termination Payments resulting from a Counterparty Trigger
Event and to the extent not paid by the Supplemental Interest Trust Trustee
from
any upfront payment received pursuant to any related replacement swap agreement
that may be entered into by the Supplemental Interest Trust Trustee) for such
Distribution Date (or, if such Distribution Date is not also a Swap Payment
Date, for the related Swap Payment Date) and (ii) as to clauses (A)(i) through
(iv) above, reduced by amounts in reimbursement for Advances previously made
and
other amounts as to which the Servicer are entitled to be reimbursed pursuant
to
Section 3.08.
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as amended.
Basis
Risk Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 3.23 in the name of the Trustee
for the benefit of the Certificateholders. Funds in the Basis Risk Reserve
Fund
shall be held in trust for the holders of the Class A Certificates and Class
M
Certificates for the uses and purposes set forth herein. The Basis Risk Reserve
Fund will be an “outside reserve fund” within the meaning of Treasury regulation
Section 1.860G-2(h) established and maintained pursuant to Section 3.23. The
Basis Risk Reserve Fund is not an asset of any REMIC. Ownership of the Basis
Risk Reserve Fund is evidenced by the Class X-1 Certificates.
Basis
Risk Shortfall: For each Class of LIBOR Certificates and any Distribution
Date, the sum of:
(1) the
excess, if any, of (A) the related Current Interest for such
Class calculated on the basis of LIBOR plus the applicable Certificate
Margin with respect to each such Class of Certificates over (B) Current Interest
for such Class calculated on the basis of the applicable Net Funds Cap, for
the applicable Distribution Date;
(2) any
amounts relating to clause (1) remaining unpaid from prior Distribution Dates,
and
(3) interest
on the amount in clause (2) calculated using LIBOR plus the applicable
Certificate Margin with respect to each such Class of Certificates.
Book-Entry
Certificates: As specified in the Preliminary Statement.
Business
Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which
banking institutions in the City of New York, New York, or the city in which
the
Corporate Trust Office of the Trustee, or the states in which any Servicer’s
servicing operations are located, or savings and loan institutions in the States
of Illinois, Minnesota or Utah is located are authorized or obligated by law
or
executive order to be closed.
Capitalized
Interest Account: The separate Eligible Account designated as such and created
and maintained by the Trustee pursuant to Section 3.05(g) hereof. The
Capitalized Interest Account shall be treated as an “outside reserve fund” under
applicable Treasury regulations and shall not be part of any REMIC. Except
as
provided in Section 3.05(g) hereof, any investment earnings on the Capitalized
Interest Account shall be treated as owned by the Depositor and will be taxable
to the Depositor.
Capitalized
Interest Deposit: $266,513.17.
Capitalized
Interest Requirement: With respect to the December 2006 Distribution Date,
an
amount equal to interest accruing during the related Interest Accrual Period
for
the LIBOR Certificates at a per annum rate equal to (x) the weighted average
Pass-Through Rate of the Offered Certificates multiplied by (y) the Pre-Funded
Amount outstanding at the end of the related Due Period. With respect to the
January 2007 Distribution Date, an amount equal to interest accruing during
the
related Interest Accrual Period for the LIBOR Certificates at a per annum rate
equal to (x) the weighted average Pass-Through Rate of the Offered Certificates
for such Distribution Date multiplied by (y) the sum of (c) the Pre-Funded
Amount at the end of the related Due Period and (d) the aggregate Stated
Principal Balance of the Subsequent Mortgage Loans that do not have a first
Due
Date prior to February 1, 2007, transferred to the Trust during the related
Due
Period. With respect to the March 2007 Distribution Date, an amount equal to
interest accruing during the related Interest Accrual Period for the LIBOR
Certificates at a per annum rate equal to (x) the weighted average Pass-Through
Rate of the Offered Certificates for such Distribution Date multiplied by (y)
the sum of (c) the Pre-Funded Amount at the end of the related Due Period and
(d) the aggregate Stated Principal Balance of the related Subsequent Mortgage
Loans that do not have a first Due Date prior to March 1, 2007, transferred
to
the Trust during the related Due Period.
Capitalization
Reimbursement Amount: For any Distribution Date, the aggregate of the amounts
added to the Stated Principal Balances of the Mortgage Loans during the
preceding calendar month representing reimbursements to the Servicer on or
prior
to such Distribution Date in connection with the modification of such Mortgage
Loans pursuant to Section 3.05(a).
Carryforward
Interest: For any Class of Certificates and any Distribution Date, the sum
of
(1) the amount, if any, by which (x) the sum of (A) Current Interest for such
Class for the immediately preceding Distribution Date and (B) any unpaid
Carryforward Interest from previous Distribution Dates exceeds (y) the amount
paid in respect of interest on such Class on such immediately preceding
Distribution Date, and (2) interest on such amount for the related Interest
Accrual Period at the applicable Pass-Through Rate.
Certificate:
Any one of the Certificates executed by the Trustee in substantially the forms
attached hereto as exhibits.
Certificates:
As specified in the Preliminary Statement.
Certificate
Account: The separate Eligible Account created and maintained with the Trustee,
or any other bank or trust company acceptable to the Rating Agencies which
is
incorporated under the laws of the United States or any state thereof pursuant
to Section 3.05, which account shall bear a designation clearly indicating
that
the funds deposited therein are held in trust for the benefit of the Trustee
on
behalf of the Certificateholders or any other account serving a similar function
acceptable to the Rating Agencies. Funds in the Certificate Account may (i)
be
held uninvested without liability for interest or compensation thereon or (ii)
be invested at the direction of the Trustee in Eligible Investments and
reinvestment earnings thereon (net of investment losses) shall be paid to the
Trustee. Funds deposited in the Certificate Account (exclusive of the Trustee
Fee and other amounts permitted to be withdrawn pursuant to Section 3.08) shall
be held in trust for the Certificateholders.
Certificate
Balance: With respect to any Certificate at any date, the maximum dollar amount
of principal to which the Holder thereof is then entitled hereunder, such amount
being equal to the Denomination thereof minus the sum of (i) all distributions
of principal previously made with respect thereto and (ii) all Realized Losses
allocated thereto and, in the case of any Subordinate Certificates, all other
reductions in Certificate Balance previously allocated thereto pursuant to
Section 4.05.
Certificate
Margin: As to each Class of LIBOR Certificates, the applicable amount set forth
below:
|
Class
|
Certificate
Margin
|
|
|
(1)
|
(2)
|
|
|
Class
1A-1
|
0.120%
|
0.240%
|
|
Class
2A-1
|
0.100%
|
0.200%
|
|
Class
2A-2
|
0.210%
|
0.420%
|
|
Class
2A-3
|
0.250%
|
0.500%
|
|
Class
M-1
|
0.350%
|
0.525%
|
|
Class
M-2
|
0.380%
|
0.570%
|
|
Class
M-3
|
0.410%
|
0.615%
|
|
Class
M-4
|
0.500%
|
0.750%
|
|
Class
M-5
|
0.570%
|
0.855%
|
|
Class
M-6
|
0.650%
|
0.975%
|
|
Class
M-7
|
1.300%
|
1.800%
|
|
Class
M-8
|
1.700%
|
2.200%
|
|
Class
M-9
|
3.000%
|
3.500%
|
_________________
|
(1)
|
On
or prior to the Optional Termination
Date.
|
|
(2)
|
After
the Optional Termination Date.
|
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Book-Entry Certificate.
Certificate
Register: The register maintained pursuant to Section 5.02.
Certificateholder
or Holder: The person in whose name a Certificate is registered in the
Certificate Register, except that, solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or any affiliate of the Depositor shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect such consent has been obtained; provided, however, that
if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to
be
Outstanding for purposes of any provision hereof that requires the consent
of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Depositor or any affiliate of the Depositor in determining
which Certificates are registered in the name of an affiliate of the
Depositor.
Charged
Off Loan: With respect to any Distribution Date, a defaulted Mortgage Loan
that
has not yet been liquidated, giving rise to a Realized Loss, on the date on
which the Servicer determines, pursuant to the procedures set forth in Section
3.11, that there will be (i) no Significant Net Recoveries with respect to
such
Mortgage Loan or (ii) the potential Net Recoveries are anticipated to be an
amount, determined by the Servicer in its good faith judgment and in light
of
other mitigating circumstances, that is insufficient to warrant proceeding
through foreclosure or other liquidation of the related Mortgaged
Property.
Class:
All Certificates bearing the same class designation as set forth in the
Preliminary Statement.
Class
A-R
Certificates: The Class A-R Certificates represents beneficial ownership of
the
Class R-1 Interest, Class R-2 Interest, Class R-3 Interest and Class R-4
Interest.
Class
1A-1 Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on a LIBOR determination date of December 27, 2006, 5.47% per annum.
With
respect to any Interest Accrual Period thereafter, will be a per annum rate
equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin
and (ii) the Group 1 Senior Net Funds Cap.
Class
2A-1 Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on a LIBOR determination date of December 27, 2006, 5.45% per annum.
With
respect to any Interest Accrual Period thereafter, will be a per annum rate
equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin
and (ii) the Group 2 Senior Net Funds Cap.
Class
2A-2 Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on a LIBOR determination date of December 27, 2006, 5.56% per annum.
With
respect to any Interest Accrual Period thereafter, will be a per annum rate
equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin
and (ii) the Group 2 Senior Net Funds Cap.
Class
2A-3 Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on a LIBOR determination date of December 27, 2006, 5.60% per annum.
With
respect to any Interest Accrual Period thereafter, will be a per annum rate
equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin
and (ii) the Group 2 Senior Net Funds Cap.
Class
A-R
Pass-Through Rate: With respect to the Distribution Date in January 2007,
February 2007 or March 2007, a per annum rate equal to the Initial Group 2
Loan
Net WAC Rate, and with respect to any Distribution Date thereafter, a per annum
rate equal to the Net Funds Cap. For federal income tax purposes, however,
with
respect to any Distribution Date, the Class A-R Certificates will be entitled
to
100% of the interest accrued on REMIC 3 Regular Interest MTII-R.
Class
IO
Distribution Amount: As defined in Section 4.11 hereof. For
purposes of clarity, the Class IO Distribution Amount for any Distribution
Date
shall equal the amount payable to the Supplemental Interest Trust on such
Distribution Date in excess of the amount payable on the Class IO Interest
on
such Distribution Date, all as further provided in Section 4.11
hereof.
Class
M-1
Pass-Through Rate: With respect to the initial Interest Accrual Period, based
on
a LIBOR determination date of December 27, 2006, 5.70% per annum. With respect
to any Interest Accrual Period thereafter, will be a per annum rate equal to
the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii)
the
Subordinate Net Funds Cap.
Class
M-1
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-1 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P and
Class
A-R Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 53.60% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-2
Pass-Through Rate: With respect to the initial Interest Accrual Period, based
on
a LIBOR determination date of December 27, 2006, 5.73% per annum. With respect
to any Interest Accrual Period thereafter, will be a per annum rate equal to
the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii)
the
Subordinate Net Funds Cap.
Class
M-2
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-2 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P, Class
A-R and Class M-1 Certificates, in each case, after giving effect to payments
on
such Distribution Date and (ii) the Class Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 63.49% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-3
Pass-Through Rate: With
respect to the initial Interest Accrual Period, based on a LIBOR determination
date of December 27, 2006, 5.76% per annum. With respect to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the
sum
of LIBOR plus the related Certificate Margin and (ii) the Subordinate Net Funds
Cap.
Class
M-3
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-3 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P, Class
A-R, Class M-1 and Class M-2 Certificates, in each case, after giving effect
to
payments on such Distribution Date and (ii) the Class Principal Balance of
the
Class M-3 Certificates immediately prior to such Distribution Date exceeds
(y)
the lesser of (A) the product of (i) 67.79% and (ii) the Aggregate Collateral
Balance for such Distribution Date and (B) the amount, if any, by which (i)
the
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50%
of
the Aggregate Collateral Balance as of the Cut-off Date.
Class
M-4
Pass-Through Rate: With respect to the initial Interest Accrual Period, based
on
a LIBOR determination date of December 27, 2006, 5.85% per annum. With respect
to any Interest Accrual Period thereafter, will be a per annum rate equal to
the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii)
the
Subordinate Net Funds Cap.
Class
M-4
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-4 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P, Class
A-R, Class M-1, Class M-2 and Class M-3 Certificates, in each case, after giving
effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 72.10% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount,
if
any, by which (i) the Aggregate Collateral Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off
Date.
Class
M-5
Pass-Through Rate: With
respect to the initial Interest Accrual Period, based on a LIBOR determination
date of December 27, 2006, 5.92% per annum. With respect to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the
sum
of LIBOR plus the related Certificate Margin and (ii) the Subordinate Net Funds
Cap.
Class
M-5
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-5 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P, Class
A-R, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii) the Class
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) 76.50% and
(ii) the Aggregate Collateral Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as
of
the Cut-off Date.
Class
M-6
Pass-Through Rate: With respect to the initial Interest Accrual Period, based
on
a LIBOR determination date of December 27, 2006, 6.00% per annum. With respect
to any Interest Accrual Period thereafter, will be a per annum rate equal to
the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii)
the
Subordinate Net Funds Cap.
Class
M-6
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-6 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P, Class
A-R, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates,
in
each case, after giving effect to payments on such Distribution Date and (ii)
the Class Principal Balance of the Class M-6 Certificates immediately prior
to
such Distribution Date exceeds (y) the lesser of (A) the product of (i) 79.80%
and (ii) the Aggregate Collateral Balance for such Distribution Date and (B)
the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as
of
the Cut-off Date.
Class
M-7
Pass-Through Rate: With respect to the initial Interest Accrual Period, based
on
a LIBOR determination date of December 27, 2006, 6.65% per annum. With respect
to any Interest Accrual Period thereafter, will be a per annum rate equal to
the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii)
the
Subordinate Net Funds Cap.
Class
M-7
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-7 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P, Class
A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 83.30% and (ii) the Aggregate Collateral Balance for such
Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-8
Pass-Through Rate: With respect to the initial Interest Accrual Period, based
on
a LIBOR determination date of December 27, 2006, 7.05% per annum. With respect
to any Interest Accrual Period thereafter, will be a per annum rate equal to
the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii)
the
Subordinate Net Funds Cap.
Class
M-8
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-8 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P, Class
A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class
M-7 Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 86.40% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-9
Pass-Through Rate: With respect to the initial Interest Accrual Period, based
on
a LIBOR determination date of December 27, 2006, 8.35% per annum. With respect
to any Interest Accrual Period thereafter, will be a per annum rate equal to
the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii)
the
Subordinate Net Funds Cap.
Class
M-9
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the Class Principal Balance of
the
Class M-9 Certificates immediately preceding such Distribution Date and (2)
the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Balance of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class P, Class
A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7
and Class M-8 Certificates, in each case, after giving effect to payments on
such Distribution Date and (ii) the Class Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 89.40% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
X-1
Distributable Amount: With respect to any Distribution Date, the amount of
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the Class X-1 Notional Amount for such Distribution
Date.
Class
X-1
Notional Amount: Immediately prior to any Distribution Date, with respect to
the
Class X-1 Certificates, an amount equal to the aggregate of the Uncertificated
Principal Balances of the REMIC 3 Regular Interests (other than REMIC 3 Regular
Interests MTII-P and MTII-R).
Class
X-S
Notional Amount: Immediately prior to any Distribution Date, with respect to
the
Class X-S Certificates, an amount equal to the Stated Principal Balance of
the
Mortgage Loans as of the Due Date in the month of such Distribution Date (prior
to giving effect to any Scheduled Payments due on such Mortgage Loans on such
Due Date). For federal income tax purposes, the Class X-S Certificates will
not
have a Notional Amount, but will be entitled to 100% of amounts distributed
on
REMIC 3 Regular Interest MTII-S.
Class
P
Pass-Through Rate: With respect to the Class P Certificates and the Distribution
Dates for January 2007, February 2007 and March 2007, a per annum rate equal
to
the Initial Group 2 Loan Net WAC Rate, and with respect to any Distribution
Date
thereafter, a per annum rate equal to the Net Funds Cap.
Class
Principal Balance: With respect to any Class and as to any date of
determination, the aggregate of the Certificate Balances of all Certificates
of
such Class as of such date plus, in the case of any Subordinate Certificates,
any increase in the Class Principal Balance of such Class pursuant to Section
4.02(b)(viii) due to the receipt of Net Recoveries.
Class
R-1
Interest: The sole class of residual interests in REMIC 1.
Class
R-2
Interest: The sole class of residual interests in REMIC 2.
Class
R-3
Interest: The sole class of residual interests in REMIC 3.
Class
R-4
Interest: The sole class of residual interests in REMIC 4.
Closing
Date: December 29, 2006.
Code:
The
Internal Revenue Code of 1986, as the same may be amended from time to time
(or
any successor statute thereto).
Collection
Accounts: The accounts established and maintained by the Servicer in accordance
with Section 3.05.
Collection
Period: With respect to any Distribution Date, the period from the second day
of
the month immediately preceding such Distribution Date to and including the
first day of the month of such Distribution Date.
Commission:
The United States Securities and Exchange Commission.
Combined
Loan-to-Value Ratio: With respect to any Mortgage Loan and as of any date of
determination, the fraction (expressed as a percentage) the numerator of which
is the sum of (i) original principal balance of the related Mortgage Loan at
such date of determination and (ii) the unpaid principal balance of the related
First Mortgage Loan as of either the date of origination of that Mortgage Loan
or the date of origination of the related First Mortgage Loan and the
denominator of which is the most recent Appraised Value of the related Mortgaged
Property.
Compensating
Interest Payment: For any Distribution Date, an amount to be paid by the
Servicer for such Distribution Date, equal to the lesser of (i) the sum of
(x)
an amount equal to 0.25% per annum on the aggregate Stated Principal Balance
of
the Mortgage Loans otherwise payable to the Servicer on such Distribution Date
(prior to giving effect to any Scheduled Payments due on the Mortgage Loans
on
such Due Date) and (y) any Prepayment Interest Excess payable to the Servicer
for such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall
for the Mortgage Loans being serviced by the Servicer relating to voluntary
Principal Prepayments received during the related Prepayment
Period.
Confirmation:
With respect to the Swap Agreement, the separate Confirmation, dated December
29, 2006, and evidencing a transaction between the Counterparty and the
Supplemental Interest Trust Trustee.
Corporate
Trust Office: The designated office of the Trustee at which at any particular
time its corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this Agreement is
located at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate
Trust - Structured Finance: Home Equity Mortgage Trust-2006-6.
Corresponding
Certificate: With respect to:
|
REMIC
Regular Interest
|
Class
|
|
|
(i)
|
REMIC
3 Regular Interest MTII-1A-1
|
1A-1
|
|
(ii)
|
REMIC
3 Regular Interest MTII-2A-1
|
2A-1
|
|
(iii)
|
REMIC
3 Regular Interest MTII-2A-2
|
2A-2
|
|
(iv)
|
REMIC
3 Regular Interest MTII-2A-3
|
2A-3
|
|
(iv)
|
REMIC
3 Regular Interest MTII-M-1
|
M-1
|
|
(v)
|
REMIC
3 Regular Interest MTII-M-2
|
M-2
|
|
(vi)
|
REMIC
3 Regular Interest MTII-M-3
|
M-3
|
|
(vii)
|
REMIC
3 Regular Interest MTII-M-4
|
M-4
|
|
(viii)
|
REMIC
3 Regular Interest MTII-M-5
|
M-5
|
|
(ix)
|
REMIC
3 Regular Interest MTII-M-6
|
M-6
|
|
(x)
|
REMIC
3 Regular Interest MTII-M-7
|
M-7
|
|
(xi)
|
REMIC
3 Regular Interest MTII-M-8
|
M-8
|
|
(xii)
|
REMIC
3 Regular Interest MTII-M-9
|
M-9
|
|
(xiii)
|
REMIC
3 Regular Interest MTII-S and REMIC 2 Regular Interest
MTIA-S
|
X-S
|
|
(xiv)
|
REMIC
3 Regular Interest MTII-P, REMIC 2 Regular Interest MTI-P and REMIC
1
Regular Interest LTI-P
|
P
|
Counterparty:
Initially, Credit Suisse International. Under the Swap Agreement the
Counterparty will be either (a) entitled to receive payments from the
Supplemental Interest Trust Trustee from amounts payable by the Trust Fund
under
this Agreement or (b) required to make payments to the Supplemental Interest
Trust Trustee, in either case pursuant to the terms of the Swap
Agreement.
Counterparty
Trigger Event: With respect to any Distribution Date, (i) an Event of Default
under the Swap Agreement with respect to which the Counterparty is a Defaulting
Party, (ii) a Termination Event under the Swap Agreement with respect to which
the Counterparty is the sole Affected Party, or (iii) an Additional Termination
Event under the Swap Agreement with respect to which the Counterparty is the
sole Affected Party.
Credit
Risk Manager: ▇▇▇▇▇▇▇ Fixed Income Services Inc. (formerly known as The
Murrayhill Company), a Colorado corporation.
Credit
Risk Management Agreement: Either of the agreements between SPS and the Credit
Risk Manager dated as of December 29, 2006.
Credit
Risk Manager Fee: As to each Mortgage Loan and any Distribution Date, an amount
equal to one month’s interest at the Credit Risk Manager Fee Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the month of
such
Distribution Date (prior to giving effect to any Scheduled Payments due on
such
Mortgage Loan on such Due Date).
Credit
Risk Manager Fee Rate: 0.0175% per annum.
Credit
Suisse: Credit Suisse Securities (USA) LLC, a Delaware limited liability
company, and its successors and assigns.
Credit
Support Annex: The credit support annex, dated as of December 29, 2006, between
the Supplemental Interest Trust Trustee acting as trustee on behalf of the
Supplemental Interest Trust and the Counterparty.
Credit
Support Depletion Date: The first Distribution Date on which (1) the aggregate
Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4,
Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates has been or
will
be reduced to zero and (2) the Overcollateralization Amount equals zero.
Cumulative
Loss Event: For any Distribution Date, a Cumulative Loss Event is occurring
if
Cumulative Net Realized Losses on the Mortgage Loans, equal or exceed the
percentage of the Aggregate Collateral Balance as of the Cut-off Date for that
Distribution Date as specified below:
|
Distribution
Date
|
Percentage
of Aggregate Collateral Balance
|
|
January
2007 - December 2009
|
N.A.
|
|
January
2010 - December 2010
|
5.50%
for the first month, plus an additional 1/12th of 1.75% for each
month
thereafter
|
|
January
2011 - December 2011
|
7.25%
for the first month, plus an additional 1/12th of 1.25% for each
month
thereafter
|
|
January
2012 - December 2012
|
8.50%
for the first month, plus an additional 1/12th of 0.50% for each
month
thereafter
|
|
January
2013 and thereafter
|
9.00%
|
Cumulative
Net Realized Losses: As to any date of determination the aggregate amount of
Realized Losses as reduced by any Net Recoveries received on Charged Off
Loans.
Current
Interest: For any Class of Certificates and Distribution Date, the amount of
interest accruing at the applicable Pass-Through Rate on the related Class
Principal Balance, or Notional Amount, as applicable, of such Class during
the
related Interest Accrual Period; provided, that if and to the extent that on
any
Distribution Date the Interest Remittance Amount is less than the aggregate
distributions required pursuant to Section 4.02(b)(i)A-K without regard to
this
proviso, then the Current Interest on each such Class will be reduced, on a
pro
rata basis in proportion to the amount of Current Interest for each Class
without regard to this proviso, by the lesser of (i) the amount of the
deficiency described above in this proviso and (ii) the related Interest
Shortfall for such Distribution Date.
Curtailment:
Any payment of principal on a Mortgage Loan, made by or on behalf of the related
Mortgagor, other than a Scheduled Payment, a prepaid Scheduled Payment or a
Payoff, which is applied to reduce the outstanding Stated Principal Balance
of
the Mortgage Loan.
Custodial
Agreement: The agreement, among the Trustee, the related Custodian and the
Depositor providing for the safekeeping of any documents or instruments referred
to in Section 2.01 on behalf of the Certificateholders, attached hereto as
Exhibit R.
Custodian:
LaSalle Bank National Association, a national banking association, or any
successor custodian appointed pursuant to the terms of the Custodial Agreement.
Each Custodian so appointed shall act as agent on behalf of the Trustee, and
shall be compensated by the Depositor. The Trustee shall remain at all times
responsible under the terms of this Agreement, notwithstanding the fact that
certain duties have been assigned to a Custodian.
Cut-off
Date: For any Mortgage Loan, other than a Subsequent Mortgage Loan, December
1,
2006. For any Subsequent Mortgage Loan, the applicable Subsequent Transfer
Date.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the Stated Principal Balance
thereof as of the close of business on the Cut-off Date.
Defaulting
Party: As defined in the Swap Agreement
Defective
Mortgage Loan: Any Mortgage Loan which is required to be repurchased pursuant
to
Section 2.02 or 2.03.
Deferred
Amount: For any Class of Class M Certificates and any Distribution Date, will
equal the amount by which (x) the aggregate of the Applied Loss Amounts
previously applied in reduction of the Class Principal Balance thereof exceeds
(y) the sum of (i) the aggregate of amounts previously paid in reimbursement
thereof and (ii) the amount of the increase in the related Class Principal
Balance due to the receipt of Net Recoveries as provided in Section
4.02(b)(viii).
Definitive
Certificates: Any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).
Deleted
Mortgage Loan: As defined in Section 2.03.
Delinquent:
As used herein, a Mortgage Loan is considered to be: “30 to 59 days” or “30 or
more days” delinquent when a payment due on any scheduled due date remains
unpaid as of the close of business on the next following monthly scheduled
due
date; “60 to 89 days” or “60 or more days” delinquent when a payment due on any
scheduled due date remains unpaid as of the close of business on the second
following monthly scheduled due date; and so on. The determination as to whether
a Mortgage Loan falls into these categories is made as of the close of business
on the last business day of each month. For example, a Mortgage Loan with a
payment due on July 1 that remained unpaid as of the close of business on August
31 would then be considered to be 30 to 59 days delinquent.
Delinquency
Rate: For any month, a fraction, expressed as a percentage, the numerator of
which is the aggregate outstanding principal balance of all Mortgage Loans
60 or
more days delinquent (including all foreclosures and REO Properties) as of
the
close of business on the last day of such month, and the denominator of which
is
the Aggregate Collateral Balance as of the close of business on the last day
of
such month.
Denomination:
With respect to each Certificate, the amount set forth on the face thereof
as
the “Initial Certificate Balance of this Certificate” or the “Initial Notional
Amount of this Certificate” or, if neither of the foregoing, the Percentage
Interest appearing on the face thereof.
Depositor:
Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation,
or
its successor in interest.
Depository:
The initial Depository shall be The Depository Trust Company, the nominee of
which is CEDE & Co., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
Depository
Participant: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
Determination
Date: As to any Distribution Date, the second Business Day immediately following
the 15th day of the month of such Distribution Date.
Distribution
Date: The 25th
day of
each month or if such day is not a Business Day, the first Business Day
thereafter, commencing in January 2007.
DLJMC:
DLJ Mortgage Capital, Inc., a Delaware corporation, and its successors and
assigns.
Due
Date:
With respect to any Distribution Date and any Mortgage Loan, the day during
the
related Due Period on which the Scheduled Payment is due.
Due
Period: With respect to each Distribution Date, the period commencing on the
second day of the month preceding the month of the Distribution Date and ending
on the first day of the month of the Distribution Date.
Eligible
Account: Either (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company acceptable to the Rating
Agencies or (ii) an account or accounts the deposits in which are insured by
the
FDIC to the limits established by such corporation, provided that any such
deposits not so insured shall be maintained in an account at a depository
institution or trust company whose commercial paper or other short term debt
obligations (or, in the case of a depository institution or trust company which
is the principal subsidiary of a holding company, the commercial paper or other
short term debt obligations of such holding company) have been rated by Moody’s
in its highest short-term rating category and by S&P at least “A-1+”, or
(iii) a segregated trust account or accounts (which shall be a “special deposit
account”) maintained with the Trustee or any other federal or state chartered
depository institution or trust company, acting in its fiduciary capacity,
in a
manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts
may
bear interest.
Eligible
Investments: Any one or more of the obligations and securities listed below
which investment provides for a date of maturity not later than the
Determination Date in each month:
(i) direct
obligations of, and obligations fully guaranteed by, the United States of
America, or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United
States of America; or obligations fully guaranteed by, the United States of
America; ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, the Federal Home Loan Banks or any agency
or
instrumentality of the United States of America rated AA or higher by the Rating
Agencies;
(ii) federal
funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company incorporated
or organized under the laws of the United States of America or any state thereof
and subject to supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment or contractual commitment
providing for such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the case
of
a depository institution or trust company which is the principal subsidiary
of a
holding company, the commercial paper or other short-term debt obligations
of
such holding company) are rated in one of two of the highest ratings by each
of
the Rating Agencies, and the long-term debt obligations of such depository
institution or trust company (or, in the case of a depository institution or
trust company which is the principal subsidiary of a holding company, the
long-term debt obligations of such holding company) are rated in one of two
of
the highest ratings, by each of the Rating Agencies;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as a principal) rated “A” or higher by Moody’s and “A-1”
or higher by S&P; provided, however, that collateral transferred pursuant to
such repurchase obligation must be of the type described in clause (i) above
and
must (A) be valued daily at current market price plus accrued interest, (B)
pursuant to such valuation, be equal, at all times, to 105% of the cash
transferred by the Trustee in exchange for such collateral, and (C) be delivered
to the Trustee or, if the Trustee is supplying the collateral, an agent for
the
Trustee, in such a manner as to accomplish perfection of a security interest
in
the collateral by possession of certificated securities;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which has
a
long-term unsecured debt rating in the highest available rating category of
each
of the Rating Agencies at the time of such investment;
(v) commercial
paper having an original maturity of less than 365 days and issued by an
institution having a short-term unsecured debt rating in the highest available
rating category of each Rating Agency that rates such securities at the time
of
such investment;
(vi) a
guaranteed investment contract approved by each of the Rating Agencies and
issued by an insurance company or other corporation having a long-term unsecured
debt rating in the highest available rating category of each of the Rating
Agencies at the time of such investment;
(vii) which
may
be 12b-1 funds as contemplated under the rules promulgated by the Securities
and
Exchange Commission under the Investment Company Act of 1940) having ratings
in
the highest available rating category of Moody’s and Fitch and or “AAAm” or
“AAAm-G” by S&P at the time of such investment (any such money market funds
which provide for demand withdrawals being conclusively deemed to satisfy any
maturity requirements for Eligible Investments set forth herein) including
money
market funds of a Servicer or the Trustee and any such funds that are managed
by
a Servicer or the Trustee or their respective Affiliates or for a Servicer
or
the Trustee or any Affiliate of either acts as advisor, as long as such money
market funds satisfy the criteria of this subparagraph (vii); and
(viii) such
other investments the investment in which will not, as evidenced by a letter
from each of the Rating Agencies, result in the downgrading or withdrawal of
the
Ratings of the Certificates.
provided,
however, that no such instrument shall be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument provide
a
yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting: A best efforts or firm commitment underwriting or private
placement that meets the requirements of Prohibited Transaction Exemption
(“PTE”) 2002-41,
67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of
Labor.
ERISA-Restricted
Certificates: As specified in the Preliminary Statement.
Escrow
Account: The separate account or accounts created and maintained by the Servicer
pursuant to Section 3.06.
Escrow
Mortgage Loan: Any Mortgage Loan for which the Servicer has established an
Escrow Account for items constituting Escrow Payments.
Escrow
Payments: With respect to any Mortgage Loan, the amounts constituting ground
rents, taxes, mortgage insurance premiums, fire and hazard insurance premiums,
and any other payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to the Mortgage, applicable law or any other related
document.
Estimated
Swap Termination Payment: With respect to an Early Termination Date, an amount
determined by the Counterparty in good faith and in a commercially reasonable
manner as the maximum payment that could be owed by the Supplemental Interest
Trust to the Counterparty in respect of such Early Termination Date pursuant
to
Section 6(e) of the ISDA Master Agreement, taking into account then current
market conditions.
Event
of
Default: As defined in Section 7.01.
Excess
Cashflow Loss Payment: As defined in Section 4.02(b)(iv)(A).
Excess
Servicing Fee: With respect to each Mortgage Loan and any Distribution Date,
an
amount equal to one month’s interest at the Excess Servicing Fee Rate on the
Stated Principal Balance of each such Mortgage Loan as of the Due Date in the
month of such Distribution Date (prior to giving effect to any Scheduled
Payments due on each such Mortgage Loan on such Due Date).
Excess
Servicing Fee Rate: With respect to the Mortgage Loans, the excess, if any,
of
0.50% over the “Servicing Fee Rate” as defined in the SPS Letter Agreement.
Exchange
Act: The Securities Exchange Act of 1934, as amended.
Expense
Fees: As to each Mortgage Loan, the sum of the Servicing Fee, the Excess
Servicing Fee, the Credit Risk Manager Fee and the Trustee Fee.
Expense
Fee Rate: As to each Mortgage Loan, the sum of the Servicing Fee Rate, the
Excess Servicing Fee Rate, if applicable, the Credit Risk Manager Fee Rate
and
the Trustee Fee Rate.
▇▇▇▇▇▇
Mae: ▇▇▇▇▇▇ ▇▇▇, a federally chartered and privately owned corporation organized
and existing under the Federal National Mortgage Association Charter Act, or
any
successor thereto.
▇▇▇▇▇▇
Mae Guides: The ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇’ Guide and the ▇▇▇▇▇▇ Mae Servicers’ Guide
and all amendments or additions thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
FIRREA:
The Financial Institutions Reform, Recovery and Enforcement Act of
1989.
First
Mortgage Loan: A Mortgage Loan that is secured by a first lien on the Mortgaged
Property securing the related Mortgage Note.
Fitch:
Fitch, Inc., or any successor thereto.
Form
8-K
Disclosure Information: As defined in Section 8.12(a)(ii).
▇▇▇▇▇▇▇
Mac: ▇▇▇▇▇▇▇ Mac, a corporate instrumentality of the United States created
and
existing under Title III of the Emergency Home Finance Act of 1970, as amended,
or any successor thereto.
Group
1
Allocation Amount: For any Distribution Date, the product of the Senior
Principal Payment Amount for that Distribution Date and a fraction the numerator
of which is the Principal Remittance Amount derived from Loan Group 1 and the
denominator of which is the Principal Remittance Amount, in each case for that
Distribution Date. For purposes of this definition, the Principal Remittance
Amount will be calculated without regard to subclauses (6) and (B) in the
definition thereof.
Group
1
Excess Interest Amount: For
any
Distribution Date, the product of (a) the amount of Monthly Excess Cashflow
required to be distributed on that Distribution Date pursuant to Section
4.02(b)(iv)(B.) and (b) a fraction, the numerator of which is the Principal
Remittance Amount derived from Loan Group 1 and the denominator of which is
the
Principal Remittance Amount, in each case for that Distribution Date. For
purposes of this definition, the Principal Remittance Amount will be calculated
without regard to subclauses (6) and (B) in the definition thereof.
Group
1
Loan: Any of the Mortgage Loans in Loan Group 1 identified as a Group 1 Loan
in
the Mortgage Loan Schedule.
Group
1
Senior Net Funds Cap: For any Distribution Date and the Class 1A-1 Certificates,
will be the annual rate equal to a fraction, expressed as a percentage, (a)
the
numerator of which is (1) the amount of interest which accrued on the Mortgage
Loans in Loan Group 1, minus (2) the sum of (w) the related Expense Fee, (x)
any
portion of the Net Swap Payment allocable to Loan Group 1 payable to the
Counterparty on such Distribution Date and (y) any portion of the Swap
Termination Payment allocable to Loan Group 1 not due to a Counterparty Trigger
Event and to the extent not paid by the Supplemental Interest Trust Trustee
from
any upfront payment received pursuant to any related replacement swap agreement
that may be entered into by the Supplemental Interest Trust Trustee payable
to
the Counterparty on such Distribution Date and (b) the denominator of which
is
the product of (i) the Aggregate Loan Group Collateral Balance for Loan Group
1
for the immediately preceding Distribution Date (or as of the Cut-off Date
for
the first Distribution Date), and (ii), the actual number of days in the
immediately preceding Interest Accrual Period divided by 360. For federal income
tax purposes, the equivalent of the foregoing shall be expressed as the weighted
average of the Uncertificated REMIC 3 Pass-Through Rate on REMIC 3 Regular
Interest MTII-1GRP, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 3 Regular Interest.
Group
2
Allocation Amount: For
any
Distribution Date, the product of the Senior Principal Payment Amount for that
Distribution Date and a fraction the numerator of which is the Principal
Remittance Amount derived from Loan Group 2 and the denominator of which is
the
Principal Remittance Amount, in each case for that Distribution Date. For
purposes of this definition, the Principal Remittance Amount will be calculated
without regard to subclauses (6) and (B) in the definition thereof.
Group
2
Excess Interest Amount:
For
any
Distribution Date, the product of (a) the amount of Monthly Excess Cashflow
required to be distributed on that Distribution Date pursuant to Section
4.02(b)(iv)(B.) and (b) a fraction, the numerator of which is the Principal
Remittance Amount derived from Loan Group 2 and the denominator of which is
the
Principal Remittance Amount, in each case for that Distribution Date. For
purposes of this definition, the Principal Remittance Amount will be calculated
without regard to subclauses (6) and (B) in the definition thereof.
Group
2
Loan: Any of the Mortgage Loans in Loan Group 2 identified as a Group 2 Loan
in
the Mortgage Loan Schedule.
Group
2
Senior Net Funds Cap: For any Distribution Date and the Class 2A-1, Class 2A-2,
Class 2A-3, Class A-R and Class P Certificates, will be the annual rate equal
to
a fraction, expressed as a percentage, (a) the numerator of which is (1) the
sum
of (A) the amount of interest which accrued on the Mortgage Loans in Loan Group
2 and (B) any amounts withdrawn from the Capitalized Interest Account to pay
interest on the related Certificates for such Distribution Date, minus (2)
the
sum of (w) the related Expense Fee, (x) any portion of the Net Swap Payment
allocable to Loan Group 2 payable to the Counterparty on such Distribution
Date
and (y) any portion of the Swap Termination Payment allocable to Loan Group
2
not due to a Counterparty Trigger Event and to the extent not paid by the
Supplemental Interest Trust Trustee from any upfront payment received pursuant
to any related replacement Swap Agreement that may be entered into by the
Supplemental Interest Trust Trustee payable to the Counterparty on such
Distribution Date and (b) the denominator of which is the product of (i) the
Aggregate Loan Group Collateral Balance for Loan Group 2 for the immediately
preceding Distribution Date (or as of the Cut-off Date for the first
Distribution Date), and (ii)(x) in the case of the Class A-R Certificates and
Class P Certificates, 1/12 and (y) in the case of the Class 2A-1, Class 2A-2
and
Class 2A-3 Certificates, the actual number of days in the immediately preceding
Interest Accrual Period divided by 360. For federal income tax purposes, the
equivalent of the foregoing shall be expressed as the weighted average of the
Uncertificated REMIC 3 Pass-Through Rate on REMIC 3 Regular Interest MTII-2GRP,
weighted on the basis of the Uncertificated Principal Balance of such REMIC
2
Regular Interest.
Highest
Priority: As of any date of determination, the Class of Subordinate Certificates
then outstanding with a Class Principal Balance greater than zero, with the
highest priority for payments pursuant to Section 4.02, in the following order
of decreasing priority: Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.
Initial
Group 2 Loan: A Mortgage Loan in Loan Group 2 conveyed to the Trust on the
Closing Date pursuant to this Agreement as identified on the Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.
Initial
Group 2 Loan Net WAC Rate: A per annum rate equal to the weighted average of
the
Net Mortgage Rates of the Initial Group 2 Loans.
Initial
Mortgage Loan: A Mortgage Loan conveyed to the Trust on the Closing Date
pursuant to this Agreement as identified on the Mortgage Loan Schedule delivered
to the Trustee on the Closing Date.
Indirect
Participant: A broker, dealer, bank or other financial institution or other
Person that clears through or maintains a custodial relationship with a
Depository Participant.
Insurance
Proceeds: Proceeds paid under any Insurance Policy covering a Mortgage Loan
to
the extent the proceeds are not (i) applied to the restoration of the related
Mortgaged Property, (ii) applied to the satisfaction of any related First
Mortgage Loan or (iii) released to the Mortgagor in accordance with the
procedures that the Servicer would follow in servicing mortgage loans held
for
its own account.
Interest
Accrual Period: With respect to each Distribution Date, (i) with respect to
the
Clas 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class
M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, the period commencing on the immediately preceding Distribution
Date (or the Closing Date, in the case of the first Distribution Date) and
ending on the day immediately preceding the related Distribution Date, and
(ii)
with respect to the Class A-R, Class P, Class X-1 and Class X-S Certificates,
the calendar month prior to the month of such Distribution Date.
Interest
Remittance Amount: For any Distribution Date and each Loan Group, an amount
equal to (A) the sum of (1) all interest collected (other than Payaheads, if
applicable) or advanced in respect of Scheduled Payments on the Mortgage Loans
in the related Loan Group during the related Due Period, the interest portion
of
Payaheads previously received and intended for application in the related Due
Period and the interest portion of all Payoffs and Curtailments received on
the
Mortgage Loans in the related Loan Group during the related Prepayment Period,
less (x) the related Expense Fee (other than the Excess Servicing Fee) with
respect to such Mortgage Loans and (y) unreimbursed Advances and other amounts
due to the Servicer or the Trustee with respect to such Mortgage Loans, to
the
extent allocable to interest, (2) all Compensating Interest Payments paid by
the
Servicer with respect to the Mortgage Loans it is servicing and such
Distribution Date, (3) the portion of any Substitution Adjustment Amount or
Repurchase Price paid with respect to such Mortgage Loans during the calendar
month immediately preceding the Distribution Date allocable to interest, (4)
all
Liquidation Proceeds, Net Recoveries and any Insurance Proceeds and other
recoveries (net of unreimbursed Advances, Servicing Advances and expenses,
to
the extent allocable to interest, and unpaid Servicing Fees) collected with
respect to such Mortgage Loans during the prior calendar month, to the extent
allocable to interest and (5) with respect to Loan Group 2, any amounts
withdrawn from the Capitalized Interest Account to pay interest on the related
Certificates with respect to such Distribution Date minus (B) any portion of
any
amounts payable by the Trust to the Counterparty in respect of Net Swap Payments
allocable to the related Loan Group and Swap Termination Payments allocable
to
the related Loan Group (other than Swap Termination Payments resulting from
a
Counterparty Trigger Event and to the extent not paid by the Supplemental
Interest Trust Trustee from any upfront payment received pursuant to any related
replacement swap agreement that may be entered into by the Supplemental Interest
Trust Trustee) for such Distribution Date (or, if such Distribution Date is
not
also a Swap Payment Date, for the related Swap Payment Date).
Interest
Shortfall: For any Distribution Date, the aggregate shortfall, if any, in
collections of interest for the previous month (adjusted to the related Net
Mortgage Rate) on Mortgage Loans resulting from (a) Principal Prepayments
received during the related Prepayment Period to the extent not covered by
Compensating Interest and (b) Relief Act Reductions.
ISDA:
International Swaps and Derivatives Association, Inc.
ISDA
Master Agreement: With respect to the Swap Agreement, the Master Agreement
dated
as of the Closing Date between the Supplemental Interest Trust Trustee and
the
Counterparty, including the Schedule thereto.
Last
Scheduled Distribution Date: With respect to each Class of Certificates the
Distribution Date in March 2037.
Latest
Possible Maturity Date: For purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” of all interests
created in REMIC 1, REMIC 2, REMIC 3 and REMIC 4 shall be March 25,
2037.
LIBOR:
For any Interest Accrual Period other than the first Interest Accrual Period,
the rate for United States dollar deposits for one month which appears on the
Dow ▇▇▇▇▇ Telerate Screen Page 3750 as of 11:00 A.M., London, England time,
on
the second LIBOR Business Day prior to the first day of such Interest Accrual
Period. With respect to the first Interest Accrual Period, the rate for United
States dollar deposits for one month which appears on the Dow ▇▇▇▇▇ Telerate
Screen Page 3750 as of 11:00 A.M., London, England time, two LIBOR Business
Days
prior to the Closing Date. If such rate does not appear on such page (or such
other page as may replace that page on that service, or if such service is
no
longer offered, such other service for displaying LIBOR or comparable rates
as
may be reasonably selected by the Trustee), the rate will be the Reference
Bank
Rate. If no such quotations can be obtained and no Reference Bank Rate is
available, LIBOR will be the LIBOR applicable to the Interest Accrual Period
preceding the next applicable Distribution Date.
LIBOR
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the State of New York or in the city of London,
England are required or authorized by law to be closed.
LIBOR
Certificates: The Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class ▇-▇,
▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
and
Class M-9 Certificates.
Liquidated
Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage
Loan
(including any REO Property) which was liquidated or for which payments under
the related private mortgage insurance policy, hazard insurance policy or any
condemnation proceeds were received, in the calendar month preceding the month
of such Distribution Date and as to which the related Servicer has determined
(in accordance with this Agreement) that it has received all amounts it expects
to receive in connection with the liquidation of such Mortgage Loan, including
the final disposition of the related REO Property.
Liquidation
Proceeds: Amounts, including Insurance Proceeds, received in connection with
the
partial or complete liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or similar disposition or amounts received in
connection with any condemnation or partial release of a Mortgaged Property
and
any other proceeds received in connection with an REO Property, in each case,
which, for the avoidance of doubt, is remaining after, or not otherwise required
to be applied to, the satisfaction of any related First Mortgage Loan, less
the
sum of related unreimbursed Expense Fees, Servicing Advances, Advances and
reasonable out-of-pocket expenses.
Loan
Group: Any of Loan Group 1 or Loan Group 2, as applicable.
Loan
Group 1: All Mortgage Loans identified as Loan Group 1 Mortgage Loans on
the Mortgage Loan Schedule.
Loan
Group 2: All Mortgage Loans identified as Loan Group 2 Mortgage Loans on
the Mortgage Loan Schedule.
Majority
in Interest: As to any Class of Regular Certificates or the Class X-2
Certificates, the Holders of Certificates of such Class evidencing, in the
aggregate, at least 51% of the Percentage Interests evidenced by all
Certificates of such Class.
Majority
Servicer: The Servicer servicing the largest percentage by Stated Principal
Balance of outstanding Mortgage Loans on the Optional Termination
Date.
Marker
Rate: With respect to the Class X-1 Certificates and any Distribution Date,
a
per annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 3 Pass-Through Rates for REMIC 3 Regular Interests ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇-▇, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5,
MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-ZZ, with the rates on such
REMIC
3 Regular Interests (other than REMIC 3 Regular Interest MTII-ZZ), subject
to a
cap, for the purpose of this calculation, equal to the lesser of (A) LIBOR
plus
the Certificate Margin for the Corresponding Certificate and (B) the
Uncertificated REMIC 3 Pass-Through Rate on REMIC 3 Regular Interest MTII-AA,
and with the rate on the REMIC 3 Regular Interest MTII-ZZ subject to a cap,
for
the purpose of this calculation, equal to zero; provided, however, that for
this
purpose, the calculation of the Uncertificated REMIC 3 Pass-Through Rate and
the
related cap with respect to each such REMIC 3 Regular Interest (other than
REMIC
3 Regular Interest LT-ZZ) shall be multiplied by a fraction, the numerator
of
which is the actual number of days in the Interest Accrual Period and the
denominator of which is thirty (30).
Maximum
Notional Amount: With respect to the Class X-S Certificates and solely for
purposes of the face thereof, $275,000,000.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS®
System: The system of recording transfers of Mortgages electronically maintained
by MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
MOM
Loan:
With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Excess Cashflow: For any Distribution Date, an amount equal to the sum of (1)
the Monthly Excess Interest and (2) the Overcollateralization Release Amount,
if
any, for such date.
Monthly
Excess Interest: As to any Distribution Date, the sum of (A) the Interest
Remittance Amount remaining after the application of payments pursuant to
clauses A. through L. of Section 4.02(b)(i) plus (B) the Principal Payment
Amount remaining after the application of payments pursuant to clauses A.
through K. of Section 4.02(b)(ii) or (iii).
Monthly
Statement: The statement delivered to the Certificateholders pursuant to Section
4.06.
Moody’s:
▇▇▇▇▇’▇ Investors Service, Inc., or any successor thereto. For purposes of
Section 10.05(b) the address for notices to Moody’s shall be ▇▇▇▇▇’▇ Investors
Service, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Residential Pass-Through Monitoring, or such other address as Moody’s may
hereafter furnish to the Depositor, the Servicer and the Trustee.
Mortgage:
The mortgage, deed of trust or other instrument creating a first or second
lien
on an estate in fee simple or leasehold interest in real property securing
a
Mortgage Note.
Mortgage
File: The Mortgage documents listed in Section 2.01(b) hereof pertaining to
a
particular Initial Mortgage Loan or Subsequent Mortgage Loan and any additional
documents delivered to the Trustee to be added to the Mortgage File pursuant
to
this Agreement.
Mortgage
Loans: Such of the mortgage loans transferred and assigned to the Trustee
pursuant to the provisions hereof as from time to time are held as a part of
the
Trust Fund (including any REO Property), the mortgage loans so held being
identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other
acquisition of title of the related Mortgaged Property.
Mortgage
Loan Purchase Agreement: Each mortgage loan purchase agreement between the
Seller and an Originator.
Mortgage
Loan Schedule: The Mortgage Loan Schedule which will list the Mortgage Loans
(as
from time to time amended by the Seller to reflect the addition of Qualified
Substitute Mortgage Loans and the purchase of Mortgage Loans pursuant to Section
2.01(f), 2.02 or 2.03) transferred to the Trustee as part of the Trust Fund
and
from time to time subject to this Agreement, attached hereto as Schedule I,
setting forth the following information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Mortgaged Property and the occupancy status;
(iii) a
code
indicating the Servicer of the Mortgage Loan;
(iv) the
original months to maturity;
(v) the
Loan-to-Value Ratio at origination;
(vi) the
Combined Loan-to-Value Ratio at origination;
(vii) the
related borrower’s debt-to-income ratio at origination;
(viii) the
related borrower’s credit score
at
origination;
(ix) the
Mortgage Rate as of the Cut-off Date;
(x) the
stated maturity date;
(xi) the
amount of the Scheduled Payment as of the Cut-off Date;
(xii) the
original principal amount of the Mortgage Loan;
(xiii) the
principal balance of the Mortgage Loan as of the close of business on the
Cut-off Date, after deduction of payments of principal due on or before the
Cut-off Date whether or not collected;
(xiv) the
purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity
take-out refinance);
(xv) a
code
indicating whether a Prepayment Charge is required to be paid in connection
with
a prepayment of the Mortgage Loan and the term and the amount of the Prepayment
Charge;
(xvi) the
index
that is associated with such Mortgage Loan, if applicable;
(xvii) the
gross
margin, if applicable;
(xviii) the
periodic rate cap, if applicable;
(xix) the
minimum mortgage rate, if applicable;
(xx) the
maximum mortgage rate, if applicable;
(xxi) the
Servicing Fee Rate;
(xxii) the
Expense Fee Rate;
(xxiii) a
code
indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, its
corresponding MIN;
(xxiv) a
code
indicating whether the Mortgage Loan is a Balloon Loan; and
(xxv) whether
such Mortgage Loan is a Group 1 Loan or Group 2 Loan.
With
respect to the Mortgage Loans in the aggregate, each Mortgage Loan Schedule
shall set forth the following information, as of the Cut-off Date:
(i) the
number of Mortgage Loans;
(ii) the
current aggregate principal balance of the Mortgage Loans as of the close of
business on the Cut-off Date, after deduction of payments of principal due
on or
before the Cut-off Date whether or not collected; and
(iii) the
weighted average Mortgage Rate of the Mortgage Loans.
Mortgage
Note: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage
Rate: The annual fixed rate of interest borne by a Mortgage Note.
Mortgaged
Property: The underlying real property securing a Mortgage Loan.
Mortgagor:
The obligor(s) on a Mortgage Note.
Net
Excess Spread: With respect to any Distribution Date and Loan, a fraction,
expressed as a percentage, the numerator of which is equal to the excess of
(x)
the aggregate Stated Principal Balance for such Distribution Date of the
Mortgage Loans, multiplied by the weighted average Net Mortgage Rate of such
Mortgage Loans over (y) the Interest Remittance Amount for such Distribution
Date, and the denominator of which is an amount equal to the aggregate Stated
Principal Balance for such Distribution Date of the Mortgage Loans, multiplied
by the actual number of days elapsed in the related Interest Accrual Period
divided by 360.
Net
Funds
Cap: Any of the Group 1 Senior Net Funds Cap, the Group 2 Senior Net Funds
Cap
and the Subordinate Net Funds Cap.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate
equal to the Mortgage Rate less the related Expense Fee Rate.
Net
Prepayment Interest Shortfalls: As to any Distribution Date, the amount, if
any,
by which the aggregate of Prepayment Interest Shortfalls during the Prepayment
Period exceeds the Compensating Interest Payment for such Distribution
Date.
Net
Recovery: Any proceeds received by the Servicer on a delinquent or Charged
Off
Loan (including any Liquidation Proceeds received on a Charged Off Loan), net
of
any unreimbursed Advance, Servicing Fee, Ancillary Income and any other
Servicing Advances or related expenses. Notwithstanding the foregoing, in
accordance with Section 3.11(a)(iii), the Servicer will discontinue making
Advances at the time a Mortgage Loan becomes a Charged Off Loan, and the
Servicer shall not be entitled to any reimbursement for Advances out of future
recoveries on such Charged Off Loan.
Net
Swap
Payment: With respect to each Swap Payment Date, the net payment required to
be
made pursuant to the terms of the Swap Agreement by either the Counterparty
or
the Supplemental Interest Trust Trustee which net payment shall not take into
account any Swap Termination Payment.
Nonrecoverable
Advance: With respect to any Mortgage Loan, any portion of an Advance or
Servicing Advance previously made or proposed to be made by the Servicer that,
in the good faith judgment of the Servicer, will not be ultimately recoverable
by the Servicer from the related Mortgagor, related Liquidation Proceeds or
otherwise.
Notional
Amount: The Class X-1 Notional Amount or the Class X-S Notional Amount, as
applicable.
Notional
Amount Certificates: As specified in the Preliminary Statement.
Offered
Certificates: As specified in the Preliminary Statement.
Officer’s
Certificate: A certificate signed by the Chairman of the Board or the Vice
Chairman of the Board or the President or a Vice President or an Assistant
Vice
President or the Treasurer or the Secretary or one of the Assistant Treasurers
or Assistant Secretaries of a Servicer, any Special Servicer or the Depositor,
and delivered to the Depositor or the Trustee, as the case may be, as required
by this Agreement.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for the Depositor
or a Servicer, including in-house counsel, reasonably acceptable to the Trustee;
provided, however, that with respect to the interpretation or application of
the
REMIC Provisions, such counsel must (i) in fact be independent of the Depositor
and any Servicer, (ii) not have any material direct financial interest in the
Depositor or any Servicer or in any affiliate of either, and (iii) not be
connected with the Depositor or any Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.
Optional
Termination: The termination of the trust created hereunder in connection with
the purchase of the Mortgage Loans pursuant to Section 9.01.
Optional
Termination Date: The first date on which the Optional Termination may be
exercised.
Optional
Termination Notice Period: As defined in Section 9.02.
Originator:
With respect to each Mortgage Loan, the entity that sold such Mortgage Loan
to
the Seller.
OTS:
The
Office of Thrift Supervision.
Outsourcer:
As defined in Section 3.02.
Outstanding:
With respect to the Certificates as of any date of determination, all
Certificates theretofore executed and authenticated under this Agreement except:
(i) Certificates theretofore canceled by the Trustee or delivered to the Trustee
for cancellation; and (ii) Certificates in exchange for which or in lieu of
which other Certificates have been executed and delivered by the Trustee
pursuant to this Agreement.
Outstanding
Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated Principal
Balance greater than zero which was not the subject of a Payoff prior to such
Due Date and which did not become a Liquidated Mortgage Loan or Charged Off
Loan
prior to such Due Date.
Overcollateralization
Amount: For any Distribution Date, an amount equal to the amount, if any, by
which (x) the Aggregate Collateral Balance for such Distribution Date exceeds
(y) the aggregate Class Principal Balance of the Certificates after giving
effect to payments on such Distribution Date.
Overcollateralization
Release Amount: For any Distribution Date, an amount equal to the lesser of
(x)
the Principal Remittance Amount (without regard to clauses (6) and (B) of such
definition) for such Distribution Date and (y) the amount, if any, by which
(1)
the Overcollateralization Amount for such date, calculated for this purpose
on
the basis of the assumption that 100% of the aggregate of the Principal
Remittance Amount and Excess Cashflow Loss Payment for such date is applied
on
such date in reduction of the aggregate of the Class Principal Balances of
the
Certificates (to an amount not less than zero), exceeds (2) the Targeted
Overcollateralization Amount for such date.
Overfunded
Interest Amount: With respect to the January 2007 Distribution Date and February
2007 Distribution Date, the excess of (A) the amount on deposit in the
Capitalized Interest Account on such date over (B) the excess of (i) the amount
of interest accruing at (x) the assumed weighted average Pass-Through Rates
of
the Certificates multiplied by (y) the Pre-Funding Amount outstanding at the
end
of the related Due Period for the total number of days remaining through the
end
of the Interest Accrual Periods ending (a) January 25, 2007, (b) February 26,
2007 and (c) March 26, 2007 over (ii) one month of investment earnings on the
amount on deposit in the Capitalized Interest Account on such date at an annual
rate of 2.670%. The assumed weighted average Pass-Through Rate of the
Certificates will be calculated assuming LIBOR is 5.35% for any Subsequent
Transfer Date for the Subsequent Mortgage Loans prior to the January 2007
Distribution Date, 5.70% for any Subsequent Transfer Date for the Subsequent
Mortgage Loans prior to the February 2007 Distribution Date and 6.05% for any
Subsequent Transfer Date for the Subsequent Mortgage Loans prior to the March
2007 Distribution Date.
Ownership
Interest: As to any Residual Certificate, any ownership or security interest
in
such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.
Par
Value: As defined in Section 9.01 hereof.
Pass-Through
Rate: With respect to the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class
A-R, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6,
Class M-7, Class M-8 and Class M-9 Certificates, the
Class
1A-1
Pass-Through Rate, Class 1A-2 Pass-Through Rate, Class 2A-2 Pass-Through Rate,
Class 2A-3 Pass-Through Rate, Class A-R Pass-Through Rate, Class P Pass-Through
Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3
Pass-Through Rate, Class M-4 Pass-Through Rate, Class M-5 Pass-Through Rate,
Class M-6 Pass-Through Rate, Class M-7 Pass-Through Rate, Class M-8 Pass-Through
Rate and Class M-9 Pass-Through Rate.
With
respect to the Class X-1 Certificates and any Distribution Date, a per annum
rate equal to the percentage equivalent of a fraction, the numerator of which
is
the sum of the amounts calculated pursuant to clauses (A) through (O) below,
and
the denominator of which is the aggregate of the Uncertificated Principal
Balances of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest
MTII-1A-1, REMIC 3 Regular Interest MTII-2A-1, REMIC 3 Regular Interest
MTII-2A-2, REMIC 3 Regular Interest MTII-2A-3, REMIC 3 Regular Interest
MTII-M-1, REMIC 3 Regular Interest MTII-M-2, REMIC 3 Regular Interest MTII-M-3,
REMIC 3 Regular Interest MTII-M-4, REMIC
3
Regular Interest MTII-M-5, REMIC
3
Regular Interest MTII-M-6, REMIC 3 Regular Interest MTII-M-7, REMIC 3 Regular
Interest MTII-M-8, REMIC 3 Regular Interest MTII-M-9 and REMIC 3 Regular
Interest MTII-ZZ. For purposes of calculating the Pass-Through Rate for the
Class X-1 Certificates, the numerator is equal to the sum of the following
components:
(A) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-AA
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-AA;
(B) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-A-1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-1A-1;
(C)
the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-A-1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-2A-1;
(D) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-A-2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-2A-2;
(E) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-A-3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-2A-3;
(F) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-1;
(G) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-2;
(H) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-3;
(I) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-4
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-4;
(J) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-5
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-5;
(K) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-6
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-6;
(L) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-7
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-7;
(M) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-8
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-8;
(N) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-9
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-9; and
(O) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-ZZ
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-ZZ.
Payahead:
Any Scheduled Payment intended by the related Mortgagor to be applied in a
Due
Period subsequent to the Due Period in which such payment was
received.
Payoff:
Any payment of principal on a Mortgage Loan equal to the entire outstanding
Stated Principal Balance of such Mortgage Loan, if received in advance of the
last scheduled Due Date for such Mortgage Loan and accompanied by an amount
of
interest equal to accrued unpaid interest on the Mortgage Loan to the date
of
such payment-in-full.
Percentage
Interest: As to any Certificate, the percentage interest evidenced thereby
in
distributions required to be made on the related Class, such percentage interest
being set forth on the face thereof or equal to the percentage obtained by
dividing the Denomination of such Certificate by the aggregate of the
Denominations of all Certificates of the same Class.
Permitted
Transferee: Any person other than (i) the United States, any State or political
subdivision thereof, or any agency or instrumentality of any of the foregoing,
(ii) a foreign government, International Organization or any agency or
instrumentality of either of the foregoing, (iii) an organization (except
certain farmers’ cooperatives described in section 521 of the Code) which is
exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by
section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code, (v) a Person that is not a United States
Person, and (vi) a Person designated as a non-Permitted Transferee by the
Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that the Certificates are
outstanding. The terms “United States,” “State” and “International Organization”
shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception
of
▇▇▇▇▇▇▇ Mac, a majority of its board of directors is not selected by such
government unit.
Person:
Any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization
or
government, or any agency or political subdivision thereof.
Physical
Certificates: As specified in the Preliminary Statement.
Pre-Funding
Account: The separate Eligible Account created and maintained by the Trustee
with respect to the Mortgage Loans in Loan Group 2 pursuant to Section 3.05(f)
in the name of the Trustee for the benefit of the Certificateholders and
designated “U.S. Bank National Association, in trust for registered holders of
Home Equity Mortgage Pass-Through Certificates, Series 2006-6.” Funds in the
Pre-Funding Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement and shall not be a part of any
REMIC created hereunder; provided, however, that any investment income earned
from Eligible Investments made with funds in the Pre-Funding Account shall
be
for the account of the Depositor.
Pre-Funding
Amount: The amount deposited in the Pre-Funding Account on the Closing Date,
which shall equal $33,568,726.38.
Pre-Funding
Period: The period from the Closing Date until the earliest of (i) the date
on
which the amount on deposit in the Pre-Funding Account is reduced to zero,
(ii)
the date on which an Event of Default occurs or (iii) March 23,
2007.
Prepayment
Charge: With respect to any Mortgage Loan, any charge required to be paid if
the
Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note
or
Mortgage.
Prepayment
Interest Excess: As to any Mortgage Loan, Distribution Date and Principal
Prepayment in full during the portion of the related Prepayment Period occurring
from the first day through the fourteenth day of the calendar month in which
such Distribution Date occurs, an amount equal to interest (to the extent
received) at the applicable Mortgage Rate (giving effect to any applicable
Relief Act Reduction), as reduced by the related Expense Fee Rate on the amount
of such Principal Prepayment for the number of days commencing on the first
day
of the calendar month in which such Distribution Date occurs and ending on
the
date on which such Principal Prepayment is so applied; provided that Prepayment
Interest Excess shall only exist with respect to any Mortgage Loan and any
Distribution Date if the related Principal Prepayment in full is deposited
by
the Servicer in the Collection Account pursuant to Section 3.05(b)(i) hereof
in
the same month as such Principal Prepayment in full is made, to be included
with
distributions on such Distribution Date.
Prepayment
Interest Shortfall: As to any Mortgage Loan, Distribution Date and Principal
Prepayment, other than Principal Prepayments in full that occur during the
portion of the Prepayment Period that is in the same calendar month as the
Distribution Date, the difference between (i) one full month’s interest at the
applicable Mortgage Rate (giving effect to any applicable Relief Act Reduction),
as reduced by the Expense Fee Rate, on the Stated Principal Balance of such
Mortgage Loan immediately prior to such Principal Prepayment and (ii) the amount
of interest actually received that accrued during the month immediately
preceding such Distribution Date or, with respect to any Mortgage Loan with
a
Due Date other than the first of the month, the amount of interest actually
received that accrued during the one-month period immediately preceding the
Due
Date following the Principal Prepayment, with respect to such Mortgage Loan
in
connection with such Principal Prepayment.
Prepayment
Period: With respect to each Distribution Date (other than the January 2007
Distribution Date), each Mortgage Loan and each Payoff, the related “Prepayment
Period” will be the 15th
of the
month preceding the month in which the related Distribution Date occurs through
the 14th
of the
month in which the related Distribution Date occurs. With respect to the January
2007 Distribution Date, each Mortgage Loan and each Payoff, the related
“Prepayment Period” will be December 1, 2006 through January 14, 2007. With
respect to each Distribution Date and each Curtailment, the related “Prepayment
Period” will be the calendar month preceding the month in which the related
Distribution Date occurs.
Principal
Payment Amount: For any Distribution Date, an amount equal to the Principal
Remittance Amount for such date, minus the Overcollateralization Release Amount,
if any, for such date.
Principal
Prepayment: Any payment of principal on a Mortgage Loan which constitutes a
Payoff or Curtailment.
Principal
Remittance Amount: For any Distribution Date and each Loan Group, an amount
equal to (A) the sum of (1) all principal collected (other than Payaheads)
or
advanced in respect of Scheduled Payments on the Mortgage Loans in the related
Loan Group during the related Due Period (less unreimbursed Advances, Servicing
Advances and other amounts due to the Servicer and the Trustee with respect
to
such Mortgage Loans, to the extent allocable to principal) and the principal
portion of Payaheads previously received and intended for application in the
related Due Period, (2) all Principal Prepayments on the Mortgage Loans received
during the related Prepayment Period, (3) the outstanding principal balance
of
each Mortgage Loan in the related Loan Group that was repurchased by the Seller,
the Terminating Entity or by any Special Servicer during the calendar month
immediately preceding such Distribution Date, (4) the portion of any
Substitution Adjustment Amount paid with respect to any Deleted Mortgage Loans
in the related Loan Group during the calendar month immediately preceding such
Distribution Date allocable to principal, (5) all Liquidation Proceeds and
any
Insurance Proceeds and other recoveries in the related Loan Group (net of
unreimbursed Advances, Servicing Advances and other expenses, to the extent
allocable to principal) and Net Recoveries collected with respect to the
Mortgage Loans in the related Loan Group during the prior calendar month, to
the
extent allocable to principal, (6) amounts withdrawn from the Swap Account
to
cover Realized Losses on such Mortgage Loans incurred during the related
Collection Period and (7) with respect to Loan Group 2 and the Distribution
Date
in March 2007, the amount remaining in the Pre-Funding Account at the end of
the
Pre-Funding Period minus (B) the sum of (1) amounts payable by the Trust to
the
Counterparty in respect of Net Swap Payments and Swap Termination Payments
allocable to the related Loan Group (other than Swap Termination Payments
resulting from a Counterparty Trigger Event and to the extent not paid by the
Supplemental Interest Trust Trustee from any upfront payment received pursuant
to any related replacement swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) for such Distribution Date (or, if such
Distribution Date is not also a Swap Payment Date, for the related Swap Payment
Date) to the extent not paid from the related Interest Remittance Amount for
such Distribution Date and the extent remaining unpaid from any previous
Distribution Date and (2) the Capitalization Reimbursement Amount for such
Distribution Date.
Prospectus
Supplement: The Prospectus Supplement dated December 28, 2006 relating to the
Offered Certificates.
PUD:
Planned Unit Development.
Qualified
Insurer: A mortgage guaranty insurance company duly qualified as such under
the
laws of the state of its principal place of business and each state having
jurisdiction over such insurer in connection with the insurance policy issued
by
such insurer, duly authorized and licensed in such states to transact a mortgage
guaranty insurance business in such states and to write the insurance provided
by the insurance policy issued by it, approved as a ▇▇▇▇▇▇ Mae- or ▇▇▇▇▇▇▇
Mac-approved mortgage insurer or having a claims paying ability rating of at
least “AA” or equivalent rating by at least two nationally recognized
statistical rating organizations. Any replacement insurer with respect to a
Mortgage Loan must have at least as high a claims paying ability rating as
the
insurer it replaces had on the Closing Date.
Qualified
Substitute Mortgage Loan: A Mortgage Loan substituted by the Seller for a
Deleted Mortgage Loan which must, on the date of such substitution, as confirmed
in a Request for Release, substantially in the form of Exhibit M (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution (or, in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of, and not more than 10% less
than
the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing
interest at a rate no lower than and not more than 1% per annum higher than,
that of the Deleted Mortgage Loan; (iii) have a Combined Loan-to-Value Ratio
no
higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to
maturity no greater than (and not more than one year less than that of) the
Deleted Mortgage Loan; and (v) comply with each representation and warranty
set
forth in Section 2.03(f).
Rating
Agency: ▇▇▇▇▇’▇ and S&P. If any such organization or a successor is no
longer in existence, “Rating Agency” shall be such nationally recognized
statistical rating organization, or other comparable Person, as is designated
by
the Depositor, notice of which designation shall be given to the Trustee and
the
Servicer. References herein to a given rating or rating category of a Rating
Agency shall mean such rating category without giving effect to any
modifiers.
Ratings:
As of any date of determination, the ratings, if any, of the Certificates as
assigned by the Rating Agencies.
Realized
Loss: With respect to each Liquidated Mortgage Loan, an amount (not less than
zero or greater than the Stated Principal Balance of the Mortgage Loan) as
of
the date of such liquidation, equal to (i) the Stated Principal Balance of
the
Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest
at the Net Mortgage Rate from the related Due Date as to which interest was
last
paid or advanced (and not reimbursed) to the related Certificateholders up
to
the related Due Date in the month in which Liquidation Proceeds are required
to
be distributed on the Stated Principal Balance of such Liquidated Mortgage
Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate and to principal of the
Liquidated Mortgage Loan. Any Charged Off Loan will give rise to a Realized
Loss
(calculated as if clause (iii) of the previous sentence is equal to zero) at
the
time it is charged off, as described in Section 3.11(a)(iii)
hereof.
If
the
Servicer receives Net Recoveries with respect to any Charged Off Loan, the
amount of the Realized Loss with respect to that Charged Off Loan will be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
Record
Date: With respect to the Certificates (other than the LIBOR Certificates which
are Book-Entry Certificates) and any Distribution Date, the close of business
on
the last Business Day of the month preceding the month in which such applicable
Distribution Date occurs. With respect to the LIBOR Certificates which are
Book-Entry Certificates and any Distribution Date, the close of business on
the
Business Day preceding such Distribution Date.
Reference
Bank Rate: With respect to any Interest Accrual Period, as follows: the
arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth
of
a percent) of the offered rates for United States dollar deposits for one month
which are offered by the Reference Banks as of 11:00 A.M., London, England
time,
on the second LIBOR Business Day prior to the first day of such Interest Accrual
Period to prime banks in the London interbank market for a period of one month
in amounts approximately equal to the aggregate Class Principal Balance of
the
LIBOR Certificates; provided that at least two such Reference Banks provide
such
rate. If fewer than two offered rates appear, the Reference Bank Rate will
be
the arithmetic mean of the rates quoted by one or more major banks in New York
City, selected by the Trustee, as of 11:00 a.m., New York time, on such date
for
loans in U.S. Dollars to leading European Banks for a period of one month in
amounts approximately equal to the aggregate Class Principal Balance of the
LIBOR Certificates. If no such quotations can be obtained, the Reference Bank
Rate shall be LIBOR applicable to the preceding Distribution Date; provided
however, that if, under the priorities indicated above, LIBOR for a Distribution
Date would be based on LIBOR for the previous Distribution Date for the third
consecutive Distribution Date, the Trustee shall select an alternative
comparable index over which the Trustee has no control, used for determining
one-month Eurodollar lending rates that is calculated and published or otherwise
made available by an independent party.
Reference
Banks: Barclays Bank PLC, National Westminster Bank and Abbey National
PLC.
Regular
Certificates: As specified in the Preliminary Statement.
Released
Loan: Any Charged Off Loan that is released by the Servicer to the Class X-2
Certificateholders pursuant to Section 3.11(a), generally on the date that
is
six months after the date on which the Servicer begins using Special Servicing
on such Charged Off Loans. Any Released Loan will no longer be an asset of
any
REMIC or the Trust Fund.
Relief
Act: The Servicemembers Civil Relief Act or any similar state or local law
or
regulation.
Relief
Act Reductions: With respect to any Distribution Date and any Mortgage Loan
as
to which there has been a reduction in the amount of interest or principal
collectible thereon (attributable to any previous month) as a result of the
application of the Relief Act or similar state law or regulation, the amount,
if
any, by which (i) interest and/or principal collectible on such Mortgage Loan
for the most recently ended calendar month is less than (ii) interest and/or
principal accrued thereon for such month pursuant to the Mortgage
Note.
REMIC:
A
“real estate mortgage investment conduit” within the meaning of section 860D of
the Code.
REMIC
1:
The segregated pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement (other than any Prepayment Charges), together
with the Mortgage Files relating thereto, and together with all collections
thereon and proceeds thereof, (ii) any REO Property, together with all
collections thereon and proceeds thereof, (iii) the Trustee’s rights with
respect to the Mortgage Loans under all insurance policies, including any
Primary Insurance Policy, required to be maintained pursuant to this Agreement
and any proceeds thereof and (iv) the Collection Account and the Certificate
Account (subject to the last sentence of this definition) and such assets that
are deposited therein from time to time and any investments thereof.
Notwithstanding the foregoing, however, a REMIC election will not be made with
respect to the Basis Risk Reserve Fund, Pre-Funding Account, the Capitalized
Interest Account and the Swap Account.
REMIC
1
Regular Interest LTI-1: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-1 shall accrue interest at
the
related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
REMIC
1
Regular Interest LTI-2: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-2 shall accrue interest at
the
related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
REMIC
1
Regular Interest LTI-2PF: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-2PF shall accrue interest
at
the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
1
Regular Interest LTI-S1: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-S1 shall accrue interest
at
the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to
time, and shall not be entitled to distributions of principal.
REMIC
1
Regular Interest LTI-S2: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-S2 shall accrue interest
at
the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to
time, and shall not be entitled to distributions of principal.
REMIC
1
Regular Interest LTI-AR: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-AR shall accrue interest
at
the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
1
Regular Interest LTI-P: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-P shall accrue interest at
the
related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
REMIC
1
Regular Interests: REMIC 1 Regular Interest ▇▇▇-▇, ▇▇▇-▇, ▇▇▇-▇▇▇, ▇▇▇-▇▇,
▇▇▇-▇, ▇▇▇-▇▇ and LTI-S2.
REMIC
2:
The segregated pool of assets consisting of all of the REMIC 1 Regular Interests
conveyed in the trust to the Trustee, for the benefit of the Holders of the
REMIC 2 Regular Interests and the Class A-R Certificates (in respect of the
Class R-2 Interest), pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be made.
REMIC
2
Regular Interest: Any of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a “regular interest” in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal (other than REMIC 2 Regular Interest
MTI-S), subject to the terms and conditions hereof, in an aggregate amount
equal
to its initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto. The designations for the respective REMIC 2 Regular Interests
are set forth in the Preliminary Statement hereto.
REMIC
2
Regular Interest MTI-1-A: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-1-A shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-1-B: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-1-B shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-2-A: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-2-A shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-2-B: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-2-B shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-S: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-S shall accrue interest at
the
related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,
and shall not be entitled to distributions of principal as set forth in the
Preliminary Statement hereto.
REMIC
2
Regular Interest MTI-AR: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-AR shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-P: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-P shall accrue interest at
the
related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
REMIC
2
Regular Interest MTI-1X1: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-1X1 shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-2X1: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-2X1 shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest: One of the separate non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and designated as a Regular Interest
in
REMIC 3 as set forth in the Preliminary Statement. Each REMIC 3 Regular Interest
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to
its
initial Uncertificated Principal Balance, if any, as set forth in the
Preliminary Statement hereto.
REMIC
3
Interest Loss Allocation Amount: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and related REO Properties then outstanding and (ii) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-AA
minus the Marker Rate, divided by (b) 12.
REMIC
3
Marker Allocation Percentage: 50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC
3
Regular Interests ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇-▇,
MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9,
MTII-R and MTII-P.
REMIC
3
Overcollateralization Amount: With respect to any date of determination, (i)
0.50% of the aggregate Uncertificated Principal Balances of the REMIC 3 Regular
Interests minus (ii) the aggregate Uncertificated Principal Balances of REMIC
3
Regular Interests ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇-▇,
MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9,
MTII-R and MTII-P, in each case as of such date of determination.
REMIC
3
Principal Loss Allocation Amount: With respect to any Distribution Date, an
amount equal to the product of (i) 50% of the aggregate Stated Principal Balance
of the Mortgage Loans and related REO Properties then outstanding and (ii)
1
minus a fraction, the numerator of which is two times the aggregate
Uncertificated Principal Balance of REMIC 3 Regular Interests ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇-▇, MTII-M-2, MTII-M-3, MTII-M-4,
MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-ZZ.
REMIC
3
Regular Interest MTII-AA: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-AA shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-1A-1: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-1A-1 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-2A-1: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-2A-1 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-2A-2: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-2A-2 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-2A-3: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-A-3 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-IO: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-IO shall accrue interest
on
its Uncertificated Notional Amount at its related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time. REMIC 3 Regular Interest MTII
-IO
shall not have an Uncertificated Principal Balance and shall not be entitled
to
distributions of principal.
REMIC
3
Regular Interest MTII-M-1: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-1 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-2: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-2 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-3: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-3 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-4: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-4 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-5: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-5 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-6: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-6 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-7: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-7 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-8: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-8 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-9: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-9 shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-P: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-P shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-R: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-R shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-S: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-S shall accrue interest
as
set forth in the Preliminary Statement hereto. REMIC 2 Regular Interest MTII-S
shall not be entitled to distributions of principal.
REMIC
3
Regular Interest MTII-XX: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-XX shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-ZZ: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-ZZ shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-1SUB: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-1SUB shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-1GRP: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-1GRP shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-2SUB: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-2SUB shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-2GRP: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-2GRP shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-ZZ Maximum Interest Deferral Amount: With respect to
any
Distribution Date, the excess of (i) REMIC 3 Uncertificated Accrued Interest
calculated with the Uncertificated Pass-Through Rate for REMIC 3 Regular
Interest MTII-ZZ and an Uncertificated Principal Balance equal to the excess
of
(x) the Uncertificated Principal Balance of REMIC 3 Regular Interest MTII-ZZ
over (y) the REMIC 3 Overcollateralization Amount, in each case for such
Distribution Date, over (ii) the sum of REMIC 3 Uncertificated Accrued Interest
on REMIC 3 Regular Interests ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇-▇, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8
and MTII-M-9, with the rate on each such REMIC 3 Regular Interest subject to
a
cap, for the purpose of this calculation, equal to the Pass-Through Rate for
the
Corresponding Certificate; provided, however, that for this purpose, the
calculation of the Uncertificated REMIC 3 Pass-Through Rate and the related
cap
with respect to each such REMIC 3 Regular Interest shall be multiplied by a
fraction, the numerator of which is the actual number of days in the Interest
Accrual Period and the denominator of which is thirty (30).
REMIC
3
Regular Interests: REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest
MTII-1A-1, REMIC 3 Regular Interest MTII-2A-1, REMIC 3 Regular Interest
MTII-2A-2, REMIC 3 Regular Interest MTII-2A-3, REMIC 3 Regular Interest
MTII-M-1, REMIC 3 Regular Interest MTII-M-2, REMIC 3 Regular Interest MTII-M-3,
REMIC 3 Regular Interest MTII-M-4, REMIC 3 Regular Interest MTII-M-5, REMIC
3
Regular Interest MTII-M-6, REMIC 3 Regular Interest MTII-M-7, REMIC 3 Regular
Interest MTII-M-8, REMIC 3 Regular Interest MTII-M-9, REMIC 3 Regular Interest
MTII-S, REMIC 3 Regular Interest MTII-ZZ, REMIC 3 Regular Interest MTII-P,
REMIC
3 Regular Interest MTII-IO, REMIC 3 Regular Interest MTII-R, REMIC 3 Regular
Interest MTII-1SUB, REMIC 3 Regular Interest MTII-1GRP, REMIC 3 Regular Interest
MTII-2SUB, REMIC 3 Regular Interest MTII-2GRP and REMIC 3 Regular Interest
MTII-XX.
REMIC
3
Sub
WAC
Allocation Percentage: 50% of any amount payable or loss attributable from
the
Mortgage Loans, which shall be allocated to REMIC 3 Regular Interest MTII-1SUB,
REMIC 3 Regular Interest MTII-1GRP, REMIC 3 Regular Interest MTII-2SUB, REMIC
3
Regular Interest MTII-2GRP and REMIC 3 Regular Interest MTII-XX.
REMIC
3
Subordinated Balance Ratio: The ratio among the Uncertificated Principal
Balances of each REMIC 3 Regular Interest ending with the designation “SUB”,
equal to the ratio between, with respect to each such REMIC 3 Regular Interest,
the excess of (x) the aggregate Stated Principal Balance of the Group 1 Mortgage
Loans and the Group 2 Mortgage Loans, as applicable, over (y) the current Class
Principal Balance of the related Senior Certificates.
REMIC
3
Targeted Overcollateralization Amount: 0.50% of the Targeted
Overcollateralization Amount.
REMIC
Provisions: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at sections 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
promulgated thereunder, as the foregoing may be in effect from time to time.
REMIC
Regular Interests: The REMIC 1 Regular Interests, REMIC 2 Regular Interests
and
REMIC 3 Regular Interests.
REO
Property: A Mortgaged Property acquired by the Trust Fund through foreclosure
or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan and,
for the avoidance of doubt, following the satisfaction of any related First
Mortgage Loan.
Reportable
Event: As defined in Section 8.12(a)(ii).
Repurchase
Price: With respect to any Mortgage Loan required to be purchased by the Seller
pursuant to this Agreement or purchased by a Special Servicer pursuant to this
Agreement, an amount equal to the sum of (i) 100% of the unpaid principal
balance of the Mortgage Loan on the date of such purchase, (ii) accrued unpaid
interest thereon at the applicable Mortgage Rate from the date through which
interest was last paid by the Mortgagor to the Due Date in the month in which
the Repurchase Price is to be distributed to Certificateholders, (iii) any
unreimbursed Servicing Advances (or, in the case of any Mortgage Loan purchased
by any Special Servicer, any unreimbursed Servicing Advances payable to any
other Servicer) and (iv) any costs and damages actually incurred and paid by
or
on behalf of the Trust (including, but not limited to late fees) in connection
with any breach of the representation and warranty set forth in clause (xx)
of
Schedule IV hereto as the result of a violation of a predatory or abusive
lending law applicable to such Mortgage Loan.
Request
for Release: The Request for Release submitted by a Servicer to the Trustee,
substantially in the form of Exhibit M.
Required
Insurance Policy: With respect to any Mortgage Loan, any insurance policy that
is required to be maintained from time to time under this
Agreement.
Required
Reserve Fund Deposit: With respect to any Distribution
Date,
the excess, if any, of (i) $1,000 over (ii) the amount of funds on deposit
in
the Basis Risk Reserve Fund prior to deposits thereto on such Distribution
Date.
Residual
Certificates: As specified in the Preliminary Statement.
Responsible
Officer: When used with respect to the Trustee or the Servicer, any Vice
President, any Assistant Vice President, any Assistant Secretary, any Trust
Officer or any other officer of the Trustee or the Servicer, as applicable,
customarily performing functions similar to those performed by any of the above
designated officers and also to whom, with respect to a particular matter,
such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Agreement.
Rolling
Three Month Delinquency Rate: For any Distribution Date will be the fraction,
expressed as a percentage, equal to the average of the Delinquency Rates for
each of the three (or one and two, in the case of the first and second
Distribution Dates, respectively) immediately preceding months.
SAIF:
The
Savings Association Insurance Fund, or any successor thereto.
S&P:
Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. For
purposes of Section 10.05(b) the address for notices to S&P shall be
Standard & Poor’s, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
furnish to the Depositor, the Servicer and the Trustee.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date
allocable to principal and/or interest on such Mortgage Loan pursuant to the
terms of the related Mortgage Note, as reduced by any Relief Act
Reductions.
Second
Mortgage Loan: A Mortgage Loan that is secured by a second lien on the Mortgaged
Property securing the related Mortgage Note.
Securities
Act: The Securities Act of 1933, as amended.
Seller:
DLJ Mortgage Capital, Inc.
Senior
Certificates: As specified in the Preliminary Statement.
Senior
Enhancement Percentage: For any Distribution Date, the fraction, expressed
as a
percentage, the numerator of which is the sum of the aggregate Class Principal
Balance of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates and the
Overcollateralization Amount (which, for purposes of this definition only,
shall
not be less than zero), in each case after giving effect to payments on such
Distribution Date (assuming no Trigger Event is in effect), and the denominator
of which is the Aggregate Collateral Balance for such Distribution
Date.
Senior
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the lesser of (1) the aggregate Class Principal
Balance of the Class A Certificates and Class P Certificates immediately
preceding such Distribution Date and (2) the amount, if any, by which (x) the
aggregate Class Principal Balance of the Class 1A-1, Class 2A-1, Class 2A-2,
Class 2A-3, Class P and Class A-R Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) 43.49% and
(ii) the Aggregate Collateral Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as
of
the Cut-off Date.
Servicer:
SPS or its successors in interest, or any successor servicer appointed as
provided herein.
Servicer
Employee: As defined in Section 3.18.
Servicer
Cash Remittance Date: With respect to each Distribution Date, the second
Business Day immediately preceding such Distribution Date.
Servicer
Data Remittance Date: With respect to each Distribution Date, the second
Business Day immediately following the 15th day of the month of such
Distribution Date.
Servicing
Advance: All customary, reasonable and necessary “out of pocket” costs and
expenses incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to, the cost (including reasonable
attorneys’ fees and disbursements) of (i) the inspection, preservation,
restoration and protection of a Mortgaged Property, (ii) any expenses
reimbursable to such Servicer pursuant to Section 3.11 and any enforcement
or
judicial proceedings, including foreclosures, and including any expenses
incurred in relation to any such proceedings that result from the Mortgage
Loan
being registered on the MERS System; (iii) the management and liquidation of
any
REO Property (including default management and similar services, appraisal
services and real estate broker services); (iv) any expenses incurred by such
Servicer in connection with obtaining an environmental inspection or review
pursuant to Section 3.11(a)(v) and (vi); (v) compliance with the obligations
under Section 3.01, 3.09 and 3.11(b); (vi) the cost of obtaining any broker’s
price opinion in accordance with Section 3.11 hereof; (vii) the costs of
obtaining an Opinion of Counsel pursuant to Section 3.11(c) hereof; (viii)
expenses incurred in connection with any instrument of satisfaction or deed
of
reconveyance as described in Section 3.12 hereof; (ix) expenses incurred in
connection with the recordation of Assignments of Mortgage or substitutions
of
trustees and (x) obtaining any legal documentation required to be included
in a
Mortgage File and/or correcting any outstanding title issues (ie. any lien
or
encumbrance on the related Mortgaged Property that prevents the effective
enforcement of the intended lien position) reasonably necessary for such
Servicer to perform its obligations under this Agreement.
Servicing
Criteria: The criteria set forth in paragraph (d) of Item 1122 of Regulation
AB,
as such may be amended from time to time.
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to
one
month’s interest at the Servicing Fee Rate on the Stated Principal Balance of
such Mortgage Loan as of the Due Date in the month of such Distribution Date
(prior to giving effect to any Scheduled Payments due on such Mortgage Loan
on
such Due Date), subject to reduction as provided in Section 3.05(b)(vi).
Servicing
Fee Rate: With respect to each Mortgage Loan, the “Servicing Fee Rate” as
defined in the SPS Letter Agreement, which rate may increase up to 0.50% per
annum. In the event of the appointment of a successor servicer pursuant to
Section 6.04 hereof, the Servicing Fee Rate as to each Mortgage Loan may
increase to up to 0.50% per annum.
Servicing
Officer: With respect to the Servicer, any representative of the Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name and specimen signature appear on a list of servicing
officers furnished to the Trustee by the Servicer on the Closing Date pursuant
to this Agreement, as such list may from time to time be amended.
Significance
Percentage: With respect to each Distribution Date and the Swap Agreement,
the
amount calculated by the Trustee in accordance with DLJMC’s internal risk
management process in respect of similar instruments, such calculation to be
performed as agreed by the Trustee and the Depositor.
Significant
Net Recoveries: With respect to a defaulted Mortgage Loan, a determination
by
the Servicer that either (A) the potential Net Recoveries are anticipated to
be
greater than or equal to the sum of (i) the total indebtedness of the senior
lien on the related Mortgaged Property and (ii) $10,000 (after anticipated
expenses and attorneys’ fees) or (B) the related Mortgagor has shown a
willingness and ability to pay over the previous six months.
Special
Serviced Mortgage Loan: The Mortgage Loans for which a Special Servicer acts
as
servicer pursuant to Section 3.22.
Special
Servicer: Any special servicer appointed by the Class X-1 Certificateholder
pursuant to Section 3.22.
SPS:
Select Portfolio Servicing, Inc., a Utah corporation, and its successors and
permitted assigns.
SPS
Letter Agreement: The securitization servicing side letter agreement, dated
as
of December 1, 2006, between the Seller and SPS, as amended, supplemented or
superseded from tiem to time.
Special
Servicing: With regard to any Mortgage Loans that become Charged Off Loans,
the
servicing of such Charged Off Loans using specialized collection procedures
(including foreclosure, if appropriate) to maximize recoveries.
Startup
Day: December 29, 2006.
Stated
Principal Balance: As to any Mortgage Loan and Due Date, the unpaid principal
balance of such Mortgage Loan as of such Due Date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous Curtailments and Liquidation
Proceeds allocable to principal (other than with respect to any Liquidated
Mortgage Loan) and to the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related Mortgagor, increased
by the portion of any Capitalization Reimbursement Amount allocable to such
Mortgage Loan; provided, however, for purposes of calculating the Servicing
Fee
and the Trustee Fee, the Stated Principal Balance of any REO will be the unpaid
principal balance immediately prior to foreclosure.
Stepdown
Date: The date occurring on the earlier of (1) the first Distibution Date
following the Distribution Date on which the aggregate Class Principal Balance
of the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3 and Class A-R Certificates
is reduced to zero and (2) the later of (x) the Distribution Date in January
2010 and (y) the first Distribution Date on which the Senior Enhancement
Percentage (calculated for this purpose after giving effect to payments on
the
Certificates on such Distribution Date and for purposes of calculating the
Overcollateralization Amount only, after giving effect to the principal payments
from the Principal Remittance Amount and any Excess Cashflow Loss Payment)
is
greater than or equal to approximately 56.51%.
Subordinate
Certificates: As specified in the Preliminary Statement.
Subordinate
Group 1 Balance: For any Distribution Date will be the Aggregate Loan Group
Collateral Balance for the Mortgage Loans in Loan Group 1 less the Class
Principal Balance of the Class 1A-1 Certificates.
Subordinate
Group 2 Balance: For any Distribution Date will be the Aggregate Loan Group
Collateral Balance for the Mortgage Loans in Loan Group 2 less the aggregate
Class Principal Balance of the Class 2A-1, Class 2A-2, Class 2A-3, Class A-R
and
Class P Certificates.
Subordinate
Net Funds Cap: For any Distribution Date and the Class M Certificates, a per
annum rate equal to the weighted average of (i) the Group 1 Senior Net Funds
Cap
and (ii) the Group 2 Senior Net Funds Cap for such Distribution Date, weighted
on the basis of the Subordinate Group 1 Balance and the Subordinate Group 2
Balance. For federal income tax purposes, the equivalent of the foregoing shall
be expressed as the weighted average (adjusted for the actual number of days
elapsed in the related Interest Accrual Period) of (a) REMIC 3 Regular Interest
MTII-1SUB, subject to a cap and a floor equal to the Uncertificated REMIC 3
Pass-Through Rate on REMIC 3 Regular Interest MTII-1GRP and (b) REMIC 3 Regular
Interest MTII-2SUB, subject to a cap and a floor equal to the Uncertificated
REMIC 3 Pass-Through Rate on REMIC 3 Regular Interest MTII-2GRP, in each case
as
determined for such Distribution Date, weighted on the basis of the
Uncertificated Principal Balance of each such REMIC 3 Regular Interest
immediately prior to such Distribution Date.
Subsequent
Mortgage Loan: Any Mortgage Loan other than an Initial Mortgage Loan conveyed
to
the Trust Fund pursuant to Section 2.01 hereof and to a Subsequent Transfer
Agreement, which Mortgage Loan shall be listed on the revised Mortgage Loan
Schedule delivered pursuant to this Agreement and on Schedule A to such
Subsequent Transfer Agreement. When used with respect to a single Subsequent
Transfer Date, Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan
conveyed to the Trust on that Subsequent Transfer Date.
Subsequent
Mortgage Loan Interest: Any amount constituting an Interest Remittance Amount
(other than an amount withdrawn from the related Capitalized Interest Account
pursuant to clause (5) of the definition of “Interest Remittance Amount”)
received or advanced with respect to a Subsequent Mortgage Loan during the
Due
Periods relating to the January 2007, February 2007 or March 2007 Distribution
Dates, but only to the extent of the excess of such amount over the amount
of
interest accruing on such Subsequent Mortgage Loan during the related period
at
a per annum rate equal to 4.69%, 5.98% and 6.54%, respectively. The Subsequent
Mortgage Loan Interest shall not be an asset of any REMIC.
Subsequent
Transfer Agreement: A Subsequent Transfer Agreement substantially in the form
of
Exhibit N hereto, executed and delivered by the Servicer, the Depositor, the
Seller and the Trustee as provided in Section 2.01 hereof.
Subsequent
Transfer Date: For any Subsequent Transfer Agreement, the date the related
Subsequent Mortgage Loans are transferred to the Trust Fund pursuant to the
related Subsequent Transfer Agreement.
Subservicer:
Any subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set forth
in Section 3.02.
Subservicing
Agreement: An agreement between a Servicer and a Subservicer for the servicing
of the related Mortgage Loans.
Substitution
Adjustment Amount: As defined in Section 2.03.
Supplemental
Interest Trust: The corpus of a trust created pursuant to Section 4.11 of this
Agreement and designated as the “Supplemental Interest Trust,” consisting of the
Swap Agreement and the Swap Account. For the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement and the Swap Account do not
constitute parts of the Trust Fund or any REMIC.
Supplemental
Interest Trust Posted Collateral Account: Shall mean the segregated non-interest
bearing trust account created and maintained by the Supplemental Interest Trust
Trustee pursuant to Section 4.12 hereof.
Supplemental
Interest Trust Trustee: U.S. Bank National Association, a national banking
association not in its individual capacity but solely in its capacity as
supplemental interest trust trustee under the Swap Agreement, and any successor
thereto, and any corporation or national banking association resulting from
or
surviving any consolidation or merger to which it or its successors may be
a
party and any successor supplemental interest trust trustee as may from time
to
time be serving as successor supplemental interest trust trustee.
Swap
Account: The separate Eligible Account created and initially maintained within
the Supplemental Interest Trust by the Supplemental Interest Trust Trustee
pursuant to Section 4.11 in the name of the Supplemental Interest Trust Trustee
for the benefit of the Certificateholders and designated “U.S. Bank National
Association in trust for registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Home Equity Mortgage Pass-Through Certificates,
Series 2006-6.” Funds in the Swap Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement. The
Swap Account will not be an asset of any REMIC. Ownership of the Swap Account
is
evidenced by the Class X-1 Certificates.
Swap
Agreement: Collectively, the ISDA Master Agreement (including the Schedule
thereto and the transaction evidenced by the related Confirmation by and between
the Supplemental Interest Trust Trustee acting as trustee on behalf of the
Supplemental Interest Trust and the Counterparty, and the Credit Support Annex),
forms of which are attached hereto as Exhibit CC and Exhibit DD.
Swap
LIBOR: LIBOR as determined pursuant to the Swap Agreement.
Swap
Payment Date: A payment date as defined in the Swap Agreement.
Swap
Termination Payment: Upon the designation of an “Early Termination Date” as
defined in the Swap Agreement, the payment to be made by the Supplemental
Interest Trust Trustee to the Counterparty from payments from the Trust Fund,
or
by the Counterparty to the Supplemental Interest Trust Trustee for payment
to
the Trust Fund, as applicable, pursuant to the terms of the Swap
Agreement.
Targeted
Overcollateralization Amount: For any Distribution Date prior to the Stepdown
Date, 5.30% of the Aggregate Collateral Balance as of the Cut-off Date; with
respect to any Distribution Date on or after the Stepdown Date and with respect
to which a Trigger Event is not in effect, the greater of (a) 10.60% of the
Aggregate Collateral Balance for such Distribution Date and (b) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date; with respect to any
Distribution Date on or after the Stepdown Date with respect to which a Trigger
Event is in effect and is continuing, the Targeted Overcollateralization Amount
for the Distribution Date immediately preceding such Distribution Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Class Principal Balance of the Class A Certificates
and Class M Certificates to zero, the Targeted Overcollateralization Amount
shall be zero. Upon (x) written direction by the Majority in Interest Holder
of
the Class X-1 Certificates and (y) the issuance by an affiliate of the Depositor
of a credit enhancement contract in favor of REMIC 1 which is satisfactory
to
the Rating Agencies and (z) receipt by the Trustee of an Opinion of Counsel,
which opinion shall not be an expense of the Trustee or the Trust Fund, but
shall be at the expense of the Majority in Interest Holder of the Class X-1
Certificates, to the effect that such credit enhancement contract will not
cause
the imposition of any federal tax on the Trust Fund or the Certificateholders
or
cause REMIC 1, REMIC 2, REMIC 3 and REMIC 4 to fail to qualify as a REMIC at
any
time that any Certificates are outstanding, the Targeted Overcollateralization
Amount shall be reduced to the level approved by the Rating Agencies as a result
of such credit enhancement contract. Any credit enhancement contract referred
to
in the previous sentence shall be collateralized by cash or mortgage loans,
provided that (i) the aggregate Stated Principal Balance of the mortgage loans
collateralizing any such credit enhancement contract shall not be less than
the
excess, if any, of (x) the initial Targeted Overcollateralization Amount over
(y) the then-current Overcollateralization Amount and (ii) the issuance of
any
credit enhancement contract supported by mortgage loans shall not result in
a
downgrading of the ratings assigned by the Rating Agencies.
Tax
Matters Person: The person designated as “tax matters person” in the manner
provided under Treasury regulation § 1.860F-4(d) and temporary Treasury
regulation §301.6231(a)(7)-1T.
Terminating
Entity: As determined by the Trustee pursuant to Section 9.04(a). The
Terminating Entity shall be determined on each Optional Termination
Date.
Transfer:
Any direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
Trigger
Event: A Trigger Event will be in effect for any Distribution Date on or after
the Stepdown Date if (a) the Rolling Three Month Delinquency Rate as of the
last
day of the related Due Period equals or exceeds 14.16% of the Senior Enhancement
Percentage for such Distribution Date or (ii) a Cumulative Loss Event is
occurring. The Trigger Event may be amended by the parties hereto in the future
with the consent of the Rating Agencies.
Trust
Collateral: As defined in Section 9.01(c).
Trust
Fund: Collectively, the assets of REMIC 1, REMIC 2, REMIC 3, REMIC 4, the
Pre-Funding Account, the Capitalized Interest Account, the Basis Risk Reserve
Fund and the Subsequent Mortgage Loan Interest.
Trustee:
U.S.
Bank
National Association
and its
successors and, if a successor trustee is appointed hereunder, such
successor.
Trustee
Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to
one
month’s interest at the Trustee Fee Rate on the Stated Principal Balance of such
Mortgage Loan as of the Due Date in the month of such Distribution Date (prior
to giving effect to any Scheduled Payments due on such Mortgage Loan on such
Due
Date).
Trustee
Fee Rate: With respect to any Distribution Date, 0.0125% per annum.
Uncertificated
Accrued Interest: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of
such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Net Prepayment Interest Shortfalls and Relief Act Reductions
(allocated to such REMIC Regular Interests based on the priorities set forth
in
Section 1.03).
Uncertificated
Notional Amount: With respect to REMIC 1 Regular Interest LTI-S1, the
Uncertificated Notional Amount shall be equal to the principal balance of the
Group 1 Mortgage Loans. With respect to REMIC 1 Regular Interest LTI-S2, the
Uncertificated Notional Amount shall be equal to the principal balance of the
Group 2 Mortgage Loans. With respect to REMIC 3 Regular Interest MTII-IO, the
Uncertificated Notional Amount shall be equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest MTI-1-A and REMIC 2 Regular Interest
MTI-2-A.
Uncertificated
Pass-Through Rate: The Uncertificated REMIC 1 Pass-Through Rate, the
Uncertificated REMIC 2 Pass-Through Rate and the Uncertificated REMIC 3
Pass-Through Rate.
Uncertificated
Principal Balance: With respect to each REMIC Regular Interest, the amount
of
such REMIC Regular Interest outstanding as of any date of determination. As
of
the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall equal the amount set forth in the Preliminary Statement hereto
as
its initial Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.05(b), and the Uncertificated Principal Balances
of REMIC 4 Regular Interest MTII-ZZ shall be increased, pro rata, by interest
deferrals as provided in Section 4.07. The Uncertificated Principal Balance
of
each REMIC Regular Interest that has an Uncertificated Principal Balance shall
never be less than zero. REMIC 1 Regular Interest LTI-S1, REMIC 1 Regular
Interest LTI-S2, REMIC 2 Regular Interest MTI-S, REMIC 3 Regular Interest MTII-S
and REMIC 3 Regular Interest MTII-IO shall not have an Uncertificated Principal
Balance.
Uncertificated
REMIC 1 Pass-Through Rate: With respect to REMIC 1 Regular Interest LTI-1,
a per
annum rate equal to the weighted average of the Net Mortgage Rates on the Group
1 Mortgage Loans; with respect to REMIC 1 Regular Interest LTI-2, REMIC 1
Regular Interest LTI-P and REMIC 1 Regular Interest LTI-AR and (a) the Interest
Accrual Periods in January 2007, February 2007 and March 2007, a per annum
rate
equal to the Initial Group 2 Loan Net WAC Rate and (b) thereafter, a per annum
rate equal to the weighted average of the Net Mortgage Rates on the Group 2
Mortgage Loans; with respect to REMIC 1 Regular Interest LTI-2PF and (a) the
Interest Accrual Periods in January 2007, February 2007 and March 2007, a per
annum rate equal to 4.69%, 5.98% and 6.54%, respectively, and (b) thereafter,
a
per annum rate equal to the weighted average of the Net Mortgage Rates on the
Group 2 Mortgage Loans. With respect to REMIC 1 Regular Interest LTI-S1, a
weighted average per annum rate, determined on a Mortgage Loan by Mortgage
Loan
basis, equal to the excess of (i) the excess of (a) the Mortgage Rate for each
Group 1 Loan over (b) the sum of the Servicing Fee Rate, provided, however,
that
such rate shall be subject to a cap equal to 0.50% per annum, the Credit Risk
Manager Fee Rate and the Trustee Fee Rate, over (ii) the Net Mortgage Rate
of
each such Mortgage Loan. With respect to REMIC 1 Regular Interest LTI-S2, a
weighted average per annum rate, determined on a Mortgage Loan by Mortgage
Loan
basis, equal to the excess of (i) the excess of (a) the Mortgage Rate for each
Group 2 Loan over (b) the sum of the Servicing Fee Rate, provided, however,
that
such rate shall be subject to a cap equal to 0.50% per annum, the Credit Risk
Manager Fee Rate and the Trustee Fee Rate, over (ii) the Net Mortgage Rate
of
each such Mortgage Loan.
Uncertificated
REMIC 2 Pass-Through Rate: With respect to REMIC 2 Regular Interest MTI-1-A,
a
per annum rate equal to the Uncertificated REMIC 1 Pass-Through Rate on REMIC
1
Regular Interest LTI-1 multiplied by 2, subject to a maximum rate of 10.500%.
With respect to REMIC 2 Regular Interest MTI-2-A, a per annum rate equal to
the
weighted average of the Uncertificated REMIC 1 Pass-Through Rates on REMIC
1
Regular Interest LTI-2 and REMIC 1 Regular Interest LTI-2PF multiplied by 2,
subject to a maximum rate of 10.500%. With respect to REMIC 2 Regular Interest
MTI-1-B, the greater of (x) a per annum rate equal to the excess, if any, of
(i)
2 multiplied by the Uncertificated REMIC 1 Pass-Through Rates on REMIC 1 Regular
Interest LTI-1 over (ii) 10.500% and (y) 0.000%. With respect to REMIC 2 Regular
Interest MTI-2-B, the greater of (x) a per annum rate equal to the excess,
if
any, of (i) 2 multiplied by the weighted average of the Uncertificated REMIC
1
Pass-Through Rates on REMIC 1 Regular Interest LTI-2 and REMIC 1 Regular
Interest LTI-2PF over (ii) 10.500% and (y) 0.000%. With respect to REMIC 2
Regular Interest MTI-1X1, the Uncertificated REMIC 1 Pass-Through Rate on REMIC
1 Regular Interest LTI-1. With respect to REMIC 2 Regular Interest MTI-2X1,
REMIC 2 Regular Interest MTI-P and REMIC 1 Regular Interest MTI-AR, the weighted
average of the Uncertificated REMIC 1 Pass-Through Rates on REMIC 1 Regular
Interest LTI-2 and REMIC 1 Regular Interest LTI-2PF, weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
prior
to the related Distribution Date. REMIC 2 Regular Interest MTI-S will not have
an Uncertificated REMIC 2 Pass-Through Rate, but will be entitled to 100% of
the
amounts distributed on REMIC 1 Regular Interest LTI-S1 and REMIC 1 Regular
Interest LTI-S2.
Uncertificated
REMIC 3 Pass-Through Rate: With respect to REMIC 3 Regular Interests ▇▇▇▇-▇▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, MTII-M-1, MTII-M-2, MTII-M-3,
MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-ZZ, MTII-1SUB,
MTII-2SUB and MTII-XX, a
per
annum rate (but not less than zero) equal to the weighted average of (w) with
respect to REMIC 2 Regular Interest MTI-1-B and REMIC 2 Regular Interest
MTI-2-B, the weighted average of the Uncertificated REMIC 2 Pass-Through Rates
for such REMIC 2 Regular Interest, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC 2 Regular Interest for each such
Distribution Date, (x) with respect to REMIC 2 Regular Interest MTI-1-A and
REMIC 2 Regular Interest MTI-2-A and (i) the first 60 Distribution Dates, 2
multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC
2 Pass-Through Rates for each such REMIC 2 Regular Interest and (ii) thereafter,
the Uncertificated REMIC 2 Pass-Through Rates for each such REMIC 2 Regular
Interest, weighted, in each case, on the basis of the Uncertificated Principal
Balance of each such REMIC 2 Regular Interest for each such Distribution Date
and (y) with respect to REMIC 2 Regular Interest MTI-1X1 and REMIC 2 Regular
Interest MTI-2X1, the weighted average of the Uncertificated REMIC 2
Pass-Through Rates for such REMIC 2 Regular Interests, weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 2 Regular Interest
for
each such Distribution Date.
With
respect to REMIC 3 Regular interest MTII-1GRP, a per annum rate equal to the
weighted average of (w) with respect to REMIC 2 Regular Interest MTI-1-B, the
weighted average of the Uncertificated REMIC 2 Pass-Through Rate for such REMIC
2 Regular Interest, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 2 Regular Interest for each such Distribution Date, (x)
with respect to REMIC 2 Regular Interest MTI-1-A and (i) the first 60
Distribution Dates, 2 multiplied by Swap LIBOR, subject to a maximum rate of
the
Uncertificated REMIC 2 Pass-Through Rates for each such REMIC 2 Regular Interest
and (ii) thereafter, the Uncertificated REMIC 2 Pass-Through Rates for such
REMIC 2 Regular Interest, weighted, in each case, on the basis of the
Uncertificated Principal Balance of such REMIC 2 Regular Interest for each
such
Distribution Date and (y) with respect to REMIC 2 Regular Interest MTI-1X1,
the
weighted average of the Uncertificated REMIC 2 Pass-Through Rate for such REMIC
2 Regular Interest, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 2 Regular Interest for each such Distribution Date.
With
respect to REMIC 3 Regular interest MTII-2GRP, a per annum rate equal to the
weighted average of (w) with respect to REMIC 2 Regular Interest MTI-2-B, the
weighted average of the Uncertificated REMIC 2 Pass-Through Rate for such REMIC
2 Regular Interest, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 2 Regular Interest for each such Distribution Date, (x)
with respect to REMIC 2 Regular Interest MTI-2-A and (i) the first 60
Distribution Dates, 2 multiplied by Swap LIBOR, subject to a maximum rate of
the
Uncertificated REMIC 2 Pass-Through Rates for each such REMIC 2 Regular Interest
and (ii) thereafter, the Uncertificated REMIC 2 Pass-Through Rates for such
REMIC 2 Regular Interest, weighted, in each case, on the basis of the
Uncertificated Principal Balance of such REMIC 2 Regular Interest for each
such
Distribution Date and (y) with respect to REMIC 2 Regular Interest MTI-2X1,
the
weighted average of the Uncertificated REMIC 2 Pass-Through Rate for such REMIC
2 Regular Interest, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 2 Regular Interest for each such Distribution Date.
With
respect to REMIC 3 Regular interest MTIA-IO and (I) the first 60 Distribution
Dates, the weighted average of (a) the excess of (i) the weighted average of
the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest MTI-1-A
over (ii) 2 multiplied by Swap LIBOR and (b) thereafter, 0.00% and (II) the
excess of (i) the weighted average of the Uncertificated REMIC 2 Pass-Through
Rate for REMIC 2 Regular Interest MTI-2-A over (ii) 2 multiplied by Swap LIBOR
and (b) thereafter, 0.00%.
REMIC
3
Regular Interests MTIA-S will not have an Uncertificated REMIC 3 Pass-Through
Rate, but shall be entitled to 100% of the amounts distributed on REMIC 2
Regular Interests MTI-S.
United
States Person: A citizen or resident of the United States, a corporation or
a
partnership (including an entity treated as a corporation or partnership for
United States federal income tax purposes) created or organized in, or under
the
laws of, the United States or any State thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations)
provided that, for purposes solely of the restrictions on the transfer of Class
A-R Certificates, no partnership or other entity treated as a partnership for
United States federal income tax purposes shall be treated as a United States
Person unless all persons that own an interest in such partnership either
directly or through any entity that is not a corporation for United States
federal income tax purposes are required to be United States Persons or an
estate whose income is subject to United States federal income tax regardless
of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more such
United States Persons have the authority to control all substantial decisions
of
the trust. To the extent prescribed in regulations by the Secretary of the
Treasury, which have not yet been issued, a trust which was in existence on
August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code), and which was
treated as a United States person on August 20, 1996 may elect to continue
to be
treated as a United States Person notwithstanding the previous
sentence.
Voting
Rights: The portion of the voting rights of all the Certificates that is
allocated to any Certificate for purposes of the voting provisions of this
Agreement. At all times during the term of this Agreement, 97% of all Voting
Rights shall be allocated among the Class 1A-1, Class 2A-1, Class 2A-2, Class
2A-3, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8 and Class M-9 Certificates. The portion of such 97% Voting Rights
allocated to the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class ▇-▇,
▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
and
Class M-9 Certificates shall be based on the fraction, expressed as a
percentage, the numerator of which is the aggregate Class Principal Balance
then
outstanding and the denominator of which is the Class Principal Balance of
all
such Classes then outstanding. The Class P, Class X-1 and Class X-S Certificates
shall each be allocated 1% of the Voting Rights. Voting Rights shall be
allocated among the Certificates within each such Class (other than the Class
P,
Class X-1 and Class X-S Certificates, which each have only one certificate)
in
accordance with their respective Percentage Interests. The Class X-2
Certificates and Class A-R Certificates shall have no Voting
Rights.
| SECTION 1.02 |
Interest
Calculations.
|
The
calculation of the Trustee Fee, the Servicing Fee, the Credit Risk Manager
Fee
and interest on the Class P, Class A-R, Class X-1 and Class X-S Certificates
and
on the related Uncertificated Interests shall be made on the basis of a 360-day
year consisting of twelve 30-day months. The calculation of interest on the
Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8 and Class M-9 Certificates and the related
Uncertificated Interests shall be made on the basis of a 360-day year and the
actual number of days elapsed in the related Interest Accrual Period. All dollar
amounts calculated hereunder shall be rounded to the nearest ▇▇▇▇▇ with one-half
of one ▇▇▇▇▇ being rounded down.
| SECTION 1.03 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls (net of any Compensating Interest Payment) and
any Relief Act Reductions incurred in respect of the Group 1 Loans for any
Distribution Date shall be to REMIC 1 Regular Interests LTI-1 to the extent
of
one month’s interest at the then applicable Uncertificated REMIC 1 Pass-Through
Rate on the Uncertificated Principal Balance of such REMIC 1 Regular Interest.
For purposes of calculating the amount of Uncertificated Accrued Interest for
the REMIC 1 Regular Interests for any Distribution Date, the aggregate amount
of
any Prepayment Interest Shortfalls (net of any Compensating Interest Payment)
and any Relief Act Reductions incurred in respect of the Group 2 Loans for
any
Distribution Date shall be allocated pro
rata
to REMIC
1 Regular Interests LTI-2 and LTI-2PF, in each case to the extent of one month’s
interest at the then applicable respective Uncertificated REMIC 1 Pass-Through
Rate on the respective Uncertificated Principal Balance of each such REMIC
1
Regular Interest; provided, however, that with respect to the first three
Distribution Dates, such amounts relating to the Initial Group 2 Loans shall
be
allocated to REMIC 1 Regular Interest LTI-2 and such amounts relating to the
Subsequent Mortgage Loans shall be allocated to REMIC 1 Regular Interest
LTI-2PF.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 2 Regular Interests for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls (net of any Compensating Interest Payment) in
respect of the Group 1 Loans shall be allocated first, to REMIC 2 Regular
Interest MTI-1-B based on, and to the extent of, one month’s interest at the
then applicable respective Uncertificated REMIC 2 Pass-Through Rate on the
respective Uncertificated Principal Balance of such REMIC 2 Regular Interest,
and then to REMIC 2 Regular Interest MTI-1-A based on, and to the extent of,
one
month’s interest at the then applicable respective Uncertificated REMIC 2
Pass-Through Rate on the respective Uncertificated Principal Balance of such
REMIC 2 Regular Interest. For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC 2 Regular Interests for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(net of any Compensating Interest Payment) in respect of the Group 2 Loans
shall
be allocated first, to REMIC 2 Regular Interest MTI-2-B based on, and to the
extent of, one month’s interest at the then applicable respective Uncertificated
REMIC 2 Pass-Through Rate on the respective Uncertificated Principal Balance
of
such REMIC 2 Regular Interest, and then to REMIC 2 Regular Interest MTI-2-A
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC 2 Pass-Through Rate on the respective
Uncertificated Principal Balance of such REMIC 2 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 3 Regular Interests for any Distribution Date the REMIC 3 Marker
Allocation Percentage of any aggregate amount of any Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans shall be allocated among REMIC 3 Regular Interests ▇▇▇▇-▇▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, MTII-M-1, MTII-M-2, MTII-M-3,
MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-ZZ
pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 3 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 3 Regular Interests for any Distribution Date the REMIC 3 Sub WAC
Allocation Percentage of any aggregate amount of any Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans shall be allocated among REMIC 3 Regular Interests MTII-1SUB,
MTII-1GRP, MTII-2SUB, MTII-2GRP and MTII-XX, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 3 Regular Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
REPRESENTATIONS
AND WARRANTIES
| SECTION 2.01 |
Conveyance
of Mortgage Loans.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee in trust
for
the benefit of the Certificateholders, without recourse, all (i) the right,
title and interest of the Depositor (which does not include servicing rights)
in
and to each Initial Mortgage Loan, including all interest and principal received
or receivable on or with respect to such Initial Mortgage Loans after the
Cut-off Date and all interest and principal payments on the Initial Mortgage
Loans received prior to the Cut-off Date in respect of installments of interest
and principal due thereafter, but not including payments of principal and
interest due and payable on the Initial Mortgage Loans on or before the Cut-off
Date (other than the rights of the Servicer to service the Mortgage Loans in
accordance with this Agreement), (ii) the Depositor’s rights under the
Assignment Agreement (iii) any such amounts as may be deposited into and held
by
the Trustee in the Basis Risk Reserve Fund, the Pre-Funding Account and the
Capitalized Interest Account and (iv) all proceeds of any of the foregoing.
In
addition, on or prior to the Closing Date, the Depositor shall cause the
Counterparty to enter into the Swap Agreement with the Supplemental Interest
Trust Trustee. The parties hereto agree that it is not intended that any
mortgage loan be conveyed to the Trust that is either (i) a “High-Cost Home
Loan” as defined in the New Jersey Home Ownership Act effective November 27,
2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (iii) a “High Cost Home Mortgage Loan”
as defined in the Massachusetts Predatory Home Loan Practices Act effective
November 7, 2004 or (iv) a “High-Cost Home Loan” as defined by the Indiana High
Cost Home Loan Law effective January 1, 2005.
(b) In
connection with the transfer and assignment set forth in clause (a) above,
the
Depositor has delivered or caused to be delivered to the Trustee or its
designated agent, the Custodian, for the benefit of the Certificateholders,
the
documents and instruments with respect to each Mortgage Loan as
assigned:
(i) the
original Mortgage Note of the Mortgagor in the name of the Trustee or endorsed
“Pay to the order of ________________ without recourse” and signed in the name
of the last named endorsee by an authorized officer, together with all
intervening endorsements showing a complete chain of endorsements from the
Originator of the related Mortgage Loan to the last endorsee or with respect
to
any Lost Mortgage Note (as such term is defined in the Pooling and Servicing
Agreement), a lost note affidavit stating that the original Mortgage Note was
lost or destroyed, together with a copy of such Mortgage Note;
(ii) for
each
Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage bearing
evidence that such instruments have been recorded in the appropriate
jurisdiction where the Mortgaged Property is located as determined by DLJMC
(or,
in lieu of the original of the Mortgage or the assignment thereof, a duplicate
or conformed copy of the Mortgage or the instrument of assignment, if any,
together with a certificate of receipt from the Seller or the settlement agent
who handled the closing of the Mortgage Loan, certifying that such copy or
copies represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located) or a certification or receipt of the recording
authority evidencing the same and in the case of each MERS Mortgage Loan, the
original Mortgage, noting the presence of the MIN of the related Mortgage Loan
and either language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at
origination, the original Mortgage and the assignment thereof to MERS, with
evidence of recording indicated thereon or a copy of the Mortgage certified
by
the public recording office in which such Mortgage has been
recorded;
(iii) for
each
Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of
Mortgage, in blank, which assignment appears to be in form and substance
acceptable for recording and, in the event that the related Seller acquired
the
Mortgage Loan in a merger, the assignment must be by “[Seller], successor by
merger to [name of predecessor]”, and in the event that the Mortgage Loan was
acquired or originated by the related Seller while doing business under another
name, the assignment must be by “[Seller], formerly known as [previous
name]”;
(iv) for
each
Mortgage Loan, at any time that such Mortgage Loan is not a MERS Mortgage Loan,
the originals of all intervening Assignments of Mortgage not included in (iii)
above showing a complete chain of assignment from the originator of such
Mortgage Loan to the Person assigning the Mortgage to the Trustee, including
any
warehousing assignment, with evidence of recording on each such Assignment
of
Mortgage (or, in lieu of the original of any such intervening assignment, a
duplicate or conformed copy of such intervening assignment together with a
certificate of receipt from the related Seller or the settlement agent who
handled the closing of the Mortgage Loan, certifying that such copy or copies
represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located) or a certification or receipt of the recording
authority evidencing the same;
(v) an
original of any related security agreement (if such item is a document separate
from the Mortgage) and the originals of any intervening assignments thereof
showing a complete chain of assignment from the originator of the related
Mortgage Loan to the last assignee;
(vi) an
original assignment of any related security agreement (if such item is a
document separate from the Mortgage) executed by the last assignee in
blank;
(vii) the
originals of any assumption, modification, extension or guaranty agreement
with
evidence of recording thereon, if applicable (or, in lieu of the original of
any
such agreement, a duplicate or conformed copy of such agreement together with
a
certificate of receipt from the related Seller or the settlement agent who
handled the closing of the Mortgage Loan, certifying that such copy(ies)
represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located), or a certification or receipt of the recording
authority evidencing the same;
(viii) if
the
Mortgage Note or Mortgage or any other document or instrument relating to the
Mortgage Loan has been signed by a person on behalf of the Mortgagor, the
original power of attorney or other instrument that authorized and empowered
such person to sign bearing evidence that such instrument has been recorded,
if
so required, in the appropriate jurisdiction where the Mortgaged Property is
located as determined by DLJMC (or, in lieu thereof, a duplicate or conformed
copy of such instrument, together with a certificate of receipt from the related
Seller or the settlement agent who handled the closing of the Mortgage Loan,
certifying that such copy(ies) represent true and complete copy(ies)of the
original(s) and that such original(s) have been or are currently submitted
to be
recorded in the appropriate governmental recording office of the jurisdiction
where the Mortgaged Property is located) or a certification or receipt of the
recording authority evidencing the same; and
(ix) in
the
case of the First Mortgage Loans, the original mortgage title insurance policy,
or if such mortgage title insurance policy has not yet been issued, an original
or copy of a marked-up written commitment or a pro forma title insurance policy
marked as binding and countersigned by the title insurance company or its
authorized agent either on its face or by an acknowledged closing instruction
or
escrow letter.
In
the
event the Seller delivers to the Trustee certified copies of any document or
instrument set forth in 2.01(b) because of a delay caused by the public
recording office in returning any recorded document, the Seller shall deliver
to
the Trustee, within 60 days of the Closing Date, an Officer’s Certificate which
shall (i) identify the recorded document, (ii) state that the recorded document
has not been delivered to the Trustee due solely to a delay caused by the public
recording office, and (iii) state the amount of time generally required by
the
applicable recording office to record and return a document submitted for
recordation. The Trustee shall deliver such Officer’s Certificate to the
applicable Custodian.
In
the
event that in connection with any Mortgage Loan the Depositor cannot deliver
(a)
for a Mortgage Loan that is not registered on the MERS® System, the original
recorded Mortgage, (b) all interim recorded assignments or (c) the lender’s
title policy (together with all riders thereto) satisfying the requirements
set
forth above, concurrently with the execution and delivery hereof because such
document or documents have not been returned from the applicable public
recording office in the case of clause (a) or (b) above, or because the title
policy has not been delivered to the Seller or the Depositor by the applicable
title insurer in the case of clause (c) above, the Depositor shall promptly
deliver to the Trustee, in the case of clause (a) or (b) above, such original
Mortgage or such interim assignment, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, or a copy thereof, certified, if appropriate, by the relevant recording
office and in the case of clause (c) above, if such lender’s title policy is
received by the Depositor, upon receipt thereof.
As
promptly as practicable subsequent to such transfer and assignment, and in
any
event, within thirty (30) days thereafter, the Trustee shall (at the Seller’s
expense) (i) affix the Trustee’s name to each Assignment of Mortgage, as the
assignee thereof, (ii) cause such assignment to be in proper form for recording
in the appropriate public office for real property records within thirty (30)
days after receipt thereof and (iii) cause to be delivered for recording in
the
appropriate public office for real property records the assignments of the
Mortgages to the Trustee, except that, with respect to any assignment of a
Mortgage as to which the Trustee has not received the information required
to
prepare such assignment in recordable form, the Trustee’s obligation to do so
and to deliver the same for such recording shall be as soon as practicable
after
receipt of such information and in any event within thirty (30) days after
the
receipt thereof, and the Trustee need not cause to be recorded (a) any
assignment referred to in clause (iii) above which relates to a Mortgage Loan
in
any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
delivered to the Trustee (at the Depositor’s expense, provided such expense has
been previously approved by the Depositor in writing) within 180 days of the
Closing Date, acceptable to the Rating Agencies, the recordation of such
assignment is not necessary to protect the Trustee’s and the Certificateholders’
interest in the related Mortgage Loan or (b) if MERS is identified on the
Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee
of record solely as nominee for the Seller and its successors and
assigns.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Depositor further agrees that it will cause, at the Depositor’s own
expense, on or prior to the Closing Date, the MERS® System to indicate that such
Mortgage Loans have been assigned by the Depositor to the Trustee in accordance
with this Agreement for the benefit of the Certificateholders by including
(or
deleting, in the case of Mortgage Loans which are repurchased in accordance
with
this Agreement) in such computer files (a) the code “[IDENTIFY TRUSTEE SPECIFIC
CODE]” in the field “[IDENTIFY THE FIELD NAME FOR TRUSTEE]” which identifies the
Trustee and (b) the code “[IDENTIFY SERIES SPECIFIC CODE NUMBER]” in the field
“Pool Field” which identifies the series of the Certificates issued in
connection with such Mortgage Loans. The Depositor further agrees that it will
not, and will not permit the Servicer to, and the Servicer agrees that it will
not, alter the codes referenced in this paragraph with respect to any Mortgage
Loan during the term of this Agreement unless and until such Mortgage Loan
is
repurchased in accordance with the terms of this Agreement.
(c) The
Trustee is authorized to appoint any bank or trust company approved by the
Depositor as Custodian of the documents or instruments referred to in this
Section 2.01, and to enter into the Custodial Agreement for such purpose and
any
documents delivered thereunder shall be delivered to the Custodian and any
Officer’s Certificates delivered with respect thereto shall be delivered to the
Trustee and the Custodian.
(d) It
is the
express intent of the parties to this Agreement that the conveyance of the
Mortgage Loans by the Depositor to the Trustee as provided in this Section
2.01
be, and be construed as, a sale of the Mortgage Loans by the Depositor to the
Trustee. It is, further, not the intention of the parties to this Agreement
that
such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to
the
Trustee to secure a debt or other obligation of the Depositor. However, in
the
event that, notwithstanding the intent of the parties to this Agreement, the
Mortgage Loans are held to be the property of the Depositor, or if for any
other
reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans then (a) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code; (b) the conveyance provided for in this Section 2.01 shall
be
deemed to be a grant by the Depositor to the Trustee for the benefit of the
Certificateholders of a security interest in all of the Depositor’s right, title
and interest in and to the Mortgage Loans and all amounts payable to the holders
of the Mortgage Loans in accordance with the terms thereof and all proceeds
of
the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation all
amounts, other than investment earnings, from time to time held or invested
in
the Certificate Account, whether in the form of cash, instruments, securities
or
other property; (c) the possession by the Trustee or any Custodian of such
items
of property and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “in possession by
the secured party” for purposes of perfecting the security interest pursuant to
Section 9-305 of the New York Uniform Commercial Code; and (d) notifications
to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the benefit of the
Certificateholders for the purpose of perfecting such security interest under
applicable law (except that nothing in this clause (e) shall cause any person
to
be deemed to be an agent of the Trustee for any purpose other than for
perfection of such security interests unless, and then only to the extent,
expressly appointed and authorized by the Trustee in writing). The Depositor
and
the Trustee, upon directions from the Depositor, shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that,
if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest
of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement.
(e) The
Depositor hereby sells, transfers, assigns, sets over and otherwise conveys
to
the Trustee in trust for the benefit of the Certificateholders, without
recourse, all right, title and interest in such Subsequent Mortgage Loans (which
does not include servicing rights), including all interest and principal due
on
or with respect to such Subsequent Mortgage Loans on or after the related
Subsequent Transfer Date and all interest and principal payments on such
Subsequent Mortgage Loans received prior to the Subsequent Transfer Date in
respect of installments of interest and principal due thereafter, but not
including principal and interest due on such Subsequent Mortgage Loans prior
to
the related Subsequent Transfer Date, any insurance policies in respect of
such
Subsequent Mortgage Loans and all proceeds of any of the foregoing.
(f) Upon
one
Business Day’s prior written notice to the Trustee, the Servicer and the Rating
Agencies, on any Business Day during the Pre-Funding Period designated by the
Depositor, the Depositor, DLJMC, the Servicer, and the Trustee shall complete,
execute and deliver a Subsequent Transfer Agreement so long as no Rating Agency
has provided notice that the execution and delivery of such Subsequent Transfer
Agreement will result in a reduction or withdrawal of the ratings assigned
to
the Certificates.
The
transfer of Subsequent Mortgage Loans and the other property and rights relating
to them on a Subsequent Transfer Date is subject to the satisfaction of each
of
the following conditions:
(i) each
Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies
the
representations and warranties applicable to it under this Agreement as of
the
applicable Subsequent Transfer Date; provided, however, that with respect to
a
breach of a representation and warranty with respect to a Subsequent Mortgage
Loan, the obligation under Section 2.03(f) of this Agreement of the Seller
to
cure, repurchase or replace such Subsequent Mortgage Loan shall constitute
the
sole remedy against the Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee;
(ii) the
Trustee and the Rating Agencies are provided with an Opinion of Counsel or
Opinions of Counsel, at the expense of the Depositor, stating that each REMIC
in
the Trust Fund is and shall continue to qualify as a REMIC following the
transfer of the Subsequent Mortgage Loans, to be delivered as provided pursuant
to Section 2.01(g);
(iii) the
Rating Agencies and the Trustee are provided with an Opinion of Counsel or
Opinions of Counsel, at the expense of the Depositor, confirming that the
transfer of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date is a true sale, to be delivered as provided pursuant to Section
2.01(g);
(iv) the
execution and delivery of such Subsequent Transfer Agreement or conveyance
of
the related Subsequent Mortgage Loans does not result in a reduction or
withdrawal of any ratings assigned to the Certificates by the Rating
Agencies;
(v) no
Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date is 30 or
more
days contractually delinquent as of such date;
(vi) the
remaining term to stated maturity of such Subsequent Mortgage Loan does not
exceed 30 years for fully amortizing loans or 15 years for balloon
loans;
(vii) such
Subsequent Mortgage Loan does not have a Net Mortgage Rate less than 9.00%
per
annum;
(viii) the
Depositor shall have deposited in the Collection Account all principal and
interest collected with respect to the related Subsequent Mortgage Loans on
or
after the related Subsequent Transfer Date;
(ix) such
Subsequent Mortgage Loan does not have a Combined Loan-to-Value Ratio greater
than 100.00%;
(x) such
Subsequent Mortgage Loan has a principal balance not greater than
$400,000;
(xi) no
Subsequent Mortgage Loan shall have a final maturity date after February 1,
2037;
(xii) such
Subsequent Mortgage Loan is secured by a first or second lien;
(xiii) such
Subsequent Mortgage Loan is otherwise acceptable to the Rating
Agencies;
(xiv) [reserved];
(xv) following
the conveyance of such Subsequent Mortgage Loans on such Subsequent Transfer
Date the characteristics of the Group 2 Loans (based on the Initial Group 2
Loans as of the Cut-off Date and the Subsequent Mortgage Loans as of their
related Subsequent Transfer Date) will be as follows:
| A. |
a
weighted average Mortgage Rate of at least 10.00% per
annum;
|
| B. |
a
weighted average remaining term to stated maturity of less than 250
months;
|
| C. |
a
weighted average Combined Loan-to-Value Ratio of not more than
100.00%;
|
| D. |
a
weighted average credit score of at least
660;
|
| E. |
no
more than 95% of the Group 2 Loans, by aggregate Cut-off Date Principal
Balance, are balloon loans;
|
| F. |
no
more than 45% of the Group 2 Loans, by aggregate Cut-off Date Principal
Balance, are concentrated in one state;
and
|
| G. |
no
more than 20% of the Group 2 Loans, by aggregate Cut-off Date Principal
Balance, relate to non-owner occupied
properties;
|
(xvi) neither
the Seller nor the Depositor shall be insolvent or shall be rendered insolvent
as a result of such transfer;
(xvii) no
Event
of Default has occurred hereunder; and
(xviii) the
Depositor shall have delivered to the Trustee an Officer’s Certificate
confirming the satisfaction of each of these conditions precedent.
(g) Upon
(1)
delivery to the Trustee by the Depositor of the Opinions of Counsel referred
to
in Sections 2.01(f)(ii) and (iii), (2) delivery to the Trustee by the Depositor
of a revised Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date and the related Subsequent Mortgage
Loans and (3) delivery to the Trustee by the Depositor of an Officer’s
Certificate confirming the satisfaction of each of the conditions precedent
set
forth in Section 2.01(f), the Trustee shall remit to the Depositor the Aggregate
Subsequent Transfer Amount related to the Subsequent Mortgage Loans transferred
by the Depositor on such Subsequent Transfer Date from funds in the Pre-Funding
Account.
The
Trustee shall not be required to investigate or otherwise verify compliance
with
the conditions set forth in the preceding paragraph, except for its own receipt
of documents specified above, and shall be entitled to rely on the required
Officer’s Certificate.
| SECTION 2.02 |
Acceptance
by the Trustee.
|
The
Trustee acknowledges receipt by itself or the Custodian of the documents
identified in the Initial Certification in the form annexed hereto as Exhibit
G
and declares that it or the Custodian on its behalf hold and will hold the
documents delivered to it or the Custodian, respectively, constituting the
Mortgage Files, and that it or the Custodian holds or will hold such other
assets as are included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders. The Trustee acknowledges
that it or the Custodian will maintain possession of the Mortgage Notes in
the
State of Illinois or the State of Minnesota, as directed by the Seller, unless
otherwise permitted by the Rating Agencies.
The
Custodian is required under the Custodial Agreement to execute and deliver
on
the Closing Date to the Depositor, the Seller, the Trustee and the Servicer
an
Initial Certification in the form annexed hereto as Exhibit G with respect
to
the Mortgage Loans delivered to such Custodian. The Trustee shall deliver on
the
Closing Date to the Depositor, the Seller, the Trustee and the Servicer an
Initial Certification in the form annexed hereto as Exhibit G with respect
to
the Mortgage Loans delivered to the Trustee. Based on its respective review
and
examination, and only as to the documents identified in such related Initial
Certification, pursuant to the Custodial Agreement, the Custodian will
acknowledge that such documents delivered to it appear regular on their face
and
relate to such Mortgage Loan and pursuant to this Agreement the Trustee will
acknowledge that such documents delivered to it appear regular on their face
and
relate to such Mortgage Loan. Neither the Trustee nor the Custodian shall be
under any duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.
Not
later
than 90 days after the Closing Date, the Trustee and the Custodian are each
required to deliver to the Depositor, the Seller, the Trustee and the Servicer
a
Final Certification with respect to the Mortgage Loans delivered to it in the
form annexed hereto as Exhibit H, with any applicable exceptions noted
thereon.
If,
in
the course of such review, the Trustee or the Custodian, as applicable, finds
any document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01, the Trustee or, pursuant to the Custodial
Agreement, the Custodian, will list such as an exception in the Final
Certification; provided, however, that neither the Trustee nor the Custodian
shall make any determination as to whether (i) any endorsement is sufficient
to
transfer all right, title and interest of the party so endorsing, as noteholder
or assignee thereof, in and to that Mortgage Note or (ii) any assignment is
in
recordable form or is sufficient to effect the assignment of and transfer to
the
assignee thereof under the mortgage to which the assignment
relates.
The
Seller shall promptly correct or cure such defect within 120 days from the
date
it was so notified of such defect and, if the Seller does not correct or cure
such defect within such period and such defect materially and adversely affects
the interests of the Certificateholders in the related Mortgage Loan, the Seller
shall either (a) substitute for the related Mortgage Loan a Qualified Substitute
Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, or (b) purchase such
Mortgage Loan from the Trustee within 120 days from the date the Seller was
notified of such defect in writing at the Repurchase Price of such Mortgage
Loan; provided, however, that in no event shall such substitution or repurchase
occur more than 540 days from the Closing Date, except that if the substitution
or repurchase of a Mortgage Loan pursuant to this provision is required by
reason of a delay in delivery of any documents by the appropriate recording
office, then such substitution or repurchase shall occur within 720 days from
the Closing Date; and further provided, that the Seller shall have no liability
for recording any Assignment of Mortgage in favor of the Trustee or for the
Trustee’s failure to record such Assignment of Mortgage, and the Seller shall
not be obligated to repurchase or cure any Mortgage Loan solely as a result
of
the Trustee’s failure to record such Assignment of Mortgage. The Trustee, or the
related Custodian on its behalf, shall deliver written notice to each Rating
Agency within 360 days from the Closing Date indicating each Mortgage Loan
(a)
the Assignment of Mortgage which has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or status
of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter
until the Assignment of Mortgage for the related Mortgage Loan is returned
to
the Trustee or the dispute as to location or status has been resolved. Any
such
substitution pursuant to (a) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if
any, and any substitution pursuant to (a) above shall not be effected prior
to
the additional delivery to the Trustee, from the Servicer, of a Request for
Release substantially in the form of Exhibit M. No substitution is permitted
to
be made in any calendar month after the Determination Date for such month.
The
Repurchase Price for any such Mortgage Loan shall be deposited by the Seller
in
the Certificate Account on or prior to the Business Day immediately preceding
such Distribution Date in the month following the month of repurchase. Upon
receipt of such deposit the Servicer shall deliver a certification with respect
thereto in the form of Exhibit M hereto to the Trustee, with a copy to the
Custodian. The Trustee, or the Custodian on behalf of the Trustee, shall release
the related Mortgage File to the Seller and shall execute and deliver at such
entity’s request such instruments of transfer or assignment prepared by such
entity, in each case without recourse, as shall be necessary to vest in such
entity, or a designee, the Trustee’s interest in any Mortgage Loan released
pursuant hereto. In furtherance of the foregoing, if the Seller is not a member
of MERS and repurchases a Mortgage Loan which is registered on the MERS® System,
the Seller, at its own expense and without any right of reimbursement, shall
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to the Seller and shall cause such
Mortgage to be removed from registration on the MERS® System in accordance with
MERS’ rules and regulations.
With
respect to any Mortgage Loan that is in default or default is reasonably
foreseeable for which the Seller reasonably believes breaches a representation,
warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which
the Seller purchased from the Originator or prior holder of such Mortgage Loan,
the Seller shall have the right to repurchase such Mortgage Loan from the Trust
at any time in order to facilitate its rights against such Originator or prior
holder of such Mortgage Loan at a price equal to the Repurchase Price;
provided,
however,
that in
no event shall such repurchase take place with respect to Mortgage Loans
constituting more than 5% of the aggregate Cut-off Date Principal Balance of
the
Mortgage Loans plus amounts in deposit in the Pre-Funding Account as of the
Closing Date. Any such repurchase by the Seller pursuant to this provision
shall
be effected in accordance with the provisions of Section 2.03(f).
In
the
event that the Seller exercises such option, the Repurchase Price therefore
shall be deposited in the Certificate Account. Upon such deposit of the
Repurchase Price, the Servicer shall deliver a Request for Release in the form
of Exhibit M hereto to the Trustee, with copies to the applicable Custodian.
The
applicable Custodian shall release the related Mortgage File held for the
benefit of the Certificateholders to the Seller, and the Trustee shall execute
and deliver at the Seller’s discretion such instruments of transfer or
assignment prepared by the Seller, in each case without recourse, as shall
be
necessary to transfer title from the Trustee to the Seller.
Pursuant
to the related Custodial Agreement, the related Custodian is required to execute
and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the
Trustee and the Servicer an Initial Certification in the form annexed hereto
as
Exhibit G. Based on its review and examination, and only as to the documents
identified in such Initial Certification, the related Custodian shall
acknowledge that such documents appear regular on their face and relate to
such
Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall
be
under a duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.
Pursuant
to the related Custodial Agreement, not later than 90 days after the end of
the
Pre-Funding Period, the related Custodian is required to deliver to the
Depositor, the Seller, the Trustee and the Servicer a Final Certification with
respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit
H
with any applicable exceptions noted thereon.
If,
in
the course of such review of the Mortgage Files relating to the Subsequent
Mortgage Loans, the related Custodian finds any document constituting a part
of
a Mortgage File which does not meet the requirements of Section 2.01, pursuant
to the Custodial Agreement, the Custodian will be required to list such as
an
exception in the Final Certification; provided, however that neither the Trustee
nor the Custodian shall make any determination as to whether (i) any endorsement
is sufficient to transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that Mortgage Note
or
(ii) any assignment is in recordable form or is sufficient to effect the
assignment of and transfer to the assignee thereof under the mortgage to which
the assignment relates. The Seller shall cure any such defect or repurchase
or
substitute for any such Mortgage Loan in accordance with Section
2.02(a).
Pursuant
to the Custodial Agreement, if the Custodian discovers any defect with respect
to any Mortgage File, the Custodian shall give written specification of such
defect to the Trustee and the Seller. The Seller shall be responsible for
completing or correcting any missing, incomplete or inconsistent
documents.
It
is
understood and agreed that the obligation of the Seller to cure, substitute
for
or to repurchase any Mortgage Loan which does not meet the requirements of
Section 2.01 shall constitute the sole remedy respecting such defect available
to the Trustee, the Depositor and any Certificateholder against the
Seller.
The
Trustee shall pay to the Custodian from time to time reasonable compensation
for
all services rendered by it hereunder or under the Custodial Agreement, and
the
Trustee shall 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 or the Custodial
Agreement, except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
| SECTION 2.03 |
Representations
and Warranties of the Seller, the Servicer.
|
(a) The
Seller hereby makes the representations and warranties applicable to it set
forth in Schedule II hereto, and by this reference incorporated herein, to
the
Depositor and the Trustee, as of the Closing Date, or if so specified therein,
as of the Cut-off Date or such other date as may be specified.
(b) The
Servicer, hereby makes the representations and warranties applicable to it
set
forth in Schedule IIIA hereto, and by this reference incorporated herein, to
the
Depositor and the Trustee, as of the Closing Date, or if so specified therein,
as of the Cut-off Date or such other date as may be specified.
(c) The
Servicer, will use its reasonable efforts to become a member of MERS in good
standing, and will comply in all material respects with the rules and procedures
of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
(d) The
Seller hereby makes the representations and warranties set forth in Schedule
IV
as applicable hereto, and by this reference incorporated herein, to the Trustee,
as of the Closing Date, or the Subsequent Transfer Date, as applicable, or
if so
specified therein, as of the Cut-off Date or such other date as may be
specified.
(e) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty made pursuant to Section 2.03(d) that materially and adversely affects
the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt notice thereof to the other parties.
The Seller hereby covenants that within 120 days of the earlier of its discovery
or its receipt of written notice from any party of a breach of any
representation or warranty made by it pursuant to Section 2.03(d) which
materially and adversely affects the interests of the Certificateholders in
any
Mortgage Loan sold by the Seller to the Depositor, it shall cure such breach
in
all material respects, and if such breach is not so cured, shall, (i) if such
120-day period expires prior to the second anniversary of the Closing Date,
remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and
substitute in its place a Qualified Substitute Mortgage Loan, in the manner
and
subject to the conditions set forth in this Section; or (ii) repurchase the
affected Mortgage Loan from the Trustee at the Repurchase Price in the manner
set forth below; provided, however, that any such substitution pursuant to
(i)
above shall not be effected prior to the delivery to the Trustee of the Opinion
of Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery
by
the Servicer to the Trustee, with a copy to the Custodian, of a Request for
Release substantially in the form of Exhibit M and the Mortgage File for any
such Qualified Substitute Mortgage Loan. With respect to any Mortgage Loan
in
Loan Group 1, any breach of the representation and warranty set forth in clauses
(xix), (xxi), (xxii) and (xxiii) of Schedule III hereto shall be deemed to
materially and adversely affect the interest of the Certificateholders in that
Mortgage Loan. The Seller shall promptly reimburse the Trustee for any actual
out-of-pocket expenses reasonably incurred by the Trustee in respect of
enforcing the remedies for such breach. With respect to any representation
and
warranties described in this Section which are made to the best of a Seller’s
knowledge if it is discovered by the Depositor, the Seller or the Trustee that
the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan or the interests of the Certificateholders therein, notwithstanding the
Seller’s lack of knowledge with respect to the substance of such representation
or warranty, such inaccuracy shall be deemed a breach of the applicable
representation or warranty.
With
respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall
deliver to the Trustee for the benefit of the Certificateholders the Mortgage
Note, the Mortgage, the related assignment of the Mortgage, and such other
documents and agreements as are required by Section 2.01(b), with the Mortgage
Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not
be
part of the Trust Fund and will be retained by the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted Mortgage
Loan for such month and thereafter the Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Seller shall
amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of
this Agreement in all respects, and the Seller shall be deemed to have made
with
respect to such Qualified Substitute Mortgage Loan or Loans, as of the date
of
substitution, the representations and warranties made pursuant to Section
2.03(d) with respect to such Mortgage Loan. Upon any such substitution and
the
deposit to the Certificate Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph, the Trustee shall release the Mortgage File held for the benefit
of
the Certificateholders relating to such Deleted Mortgage Loan to the Seller
and
shall execute and deliver at the Seller’s direction such instruments of transfer
or assignment prepared by the Seller, in each case without recourse, as shall
be
necessary to vest title in the Seller, or its designee, the Trustee’s interest
in any Deleted Mortgage Loan substituted for pursuant to this Section
2.03.
For
any
month in which the Seller substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Trustee shall determine the
amount (if any) by which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after
application of the scheduled principal portion of the monthly payments due
in
the month of substitution). The amount of such shortage (the “Substitution
Adjustment Amount”) plus an amount equal to the sum of (i) the aggregate of any
unreimbursed Advances with respect to such Deleted Mortgage Loans and (ii)
any
costs and damages actually incurred and paid by or on behalf of the Trust in
connection with any breach of the representation and warranty set forth in
Schedule IV (xx) as the result of a violation of a predatory or abusive lending
law applicable to such Mortgage Loan shall be deposited in the Certificate
Account by the Seller on or before the Business Day immediately preceding the
Distribution Date in the month succeeding the calendar month during which the
related Mortgage Loan became required to be repurchased or replaced
hereunder.
In
the
event that the Seller shall have repurchased a Mortgage Loan, the Repurchase
Price therefor shall be deposited in the Certificate Account on or before the
Business Day immediately preceding the Distribution Date in the month following
the month during which the Seller became obligated hereunder to repurchase
or
replace such Mortgage Loan. Upon such deposit of the Repurchase Price and the
delivery of the Opinion of Counsel if required by Section 2.05, the related
Servicer shall deliver a Request for Release in the form of Exhibit M hereto
to
the Trustee, with a copy to the Custodian. The Trustee, or the Custodian on
behalf of the Trustee, shall release the related Mortgage File held for the
benefit of the Certificateholders to such Person, and the Trustee shall execute
and deliver at such Person’s direction such instruments of transfer or
assignment prepared by such Person, in each case without recourse, as shall
be
necessary to transfer title from the Trustee. It is understood and agreed that
the obligation under this Agreement of any Person to cure, repurchase or
substitute any Mortgage Loan as to which a breach has occurred and is continuing
shall constitute the sole remedy against such Persons respecting such breach
available to Certificateholders, the Depositor or the Trustee on their
behalf.
The
representations and warranties made pursuant to this Section 2.03 shall survive
delivery of the respective Mortgage Files to the Trustee for the benefit of
the
Certificateholders.
| SECTION 2.04 |
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
The
Depositor hereby represents and warrants to the Trustee with respect to the
Mortgage Loans that, as of the Closing Date, assuming good title has been
conveyed to the Depositor, the Depositor had good title to the Mortgage Loans
and Mortgage Notes, and did not encumber the Mortgage Loans during its period
of
ownership thereof, other than as contemplated by the Agreement.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee.
| SECTION 2.05 |
Delivery
of Opinion of Counsel in Connection with
Substitutions.
|
Notwithstanding
any contrary provision of this Agreement, no substitution pursuant to Section
2.02 shall be made more than 120 days after the Closing Date unless the Seller
delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall
not be at the expense of either the Trustee or the Trust Fund, addressed to
the
Trustee, to the effect that such substitution will not (i) result in the
imposition of the tax on “prohibited transactions” on the Trust Fund or
contributions after the Startup Date, as defined in Sections 860F(a)(2) and
860G(d) of the Code, respectively, or (ii) cause any REMIC created hereunder
to
fail to qualify as a REMIC at any time that any Certificates are outstanding;
provided,
however,
that no
Opinion of Counsel shall be required if (A) the substitution occurs within
two
years of the Closing Date and (B) the substitution occurs with respect to
Mortgage Loans that are “defective” under the Code and the Seller delivers to
the Trustee an Officer's Certificate substantially in the form of Exhibit
GG.
| SECTION 2.06 |
Execution
and Delivery of Certificates.
|
The
Trustee (or the related Custodian) acknowledges receipt of the items described
in Section 2.02 of this Agreement and the documents identified in the Initial
Certification in the form annexed hereto as Exhibit G and, concurrently with
such receipt, has executed and delivered to or upon the order of the Depositor,
the Certificates in authorized denominations evidencing directly or indirectly
the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust
Fund and exercise the rights referred to above for the benefit of all present
and future Holders of the Certificates and to perform the duties set forth
in
this Agreement to the best of its ability, to the end that the interests of
the
Holders of the Certificates may be adequately and effectively
protected.
| SECTION 2.07 |
REMIC
Matters.
|
The
Preliminary Statement sets forth the designations and “latest possible maturity
date” for federal income tax purposes of all interests created hereby. The
“Startup Day” for purposes of the REMIC Provisions shall be the Closing Date.
The REMIC 1 Regular Interests shall be designated as the “regular interests” in
REMIC 1. The REMIC 2 Regular Interests shall be designated as the “regular
interests” in REMIC 2. The REMIC 3 Regular Interests shall be designated as the
“regular interests” in REMIC 3. The Class 1A-1, Class 2A-1, Class 2A-2, Class
2A-3, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class P, Class X-1 and Class X-S Certificates and
the
Class IO Interest shall be designated as the “regular interests” in REMIC 4. The
Class A-R Certificates will represent beneficial ownership of four residual
interests, Class R-1 Interest, Class R-2 Interest, Class R-3 Interest and Class
R-4 Interest, each of which will constitute the sole class of residual interests
in each of REMIC 1, REMIC 2, REMIC 3 and REMIC 4, respectively. The Trustee
shall not permit the creation of any “interests” (within the meaning of Section
860G of the Code) in REMIC 1, REMIC 2, REMIC 3 or REMIC 4 other than the
Certificates, the REMIC 1 Regular Interests, the REMIC 2 Regular Interests
or
the REMIC 3 Regular Interests. The “tax matters person” with respect to each of
REMIC 1, REMIC 2, REMIC 3 and REMIC 4 shall be the Holder of the Class A-R
Certificate at any time holding the largest Percentage Interest thereof in
the
manner provided under Treasury regulations section 1.860F-4(d) and Treasury
regulations section 301.6231(a)(7)-1. The fiscal year for each REMIC shall
be
the calendar year. In addition, the Class X-1 Certificateholders shall be deemed
to have entered into a contractual arrangement with the Class A-R
Certificateholders whereby the Class A-R Certificateholders agree to pay to
the
Class X-1 Certificateholders on each Distribution Date amounts that would,
in
the absence of such contractual agreement, be distributable with respect to
the
residual interest in REMIC 1, REMIC 2, REMIC 3 and REMIC 4 pursuant to Section
4.02(b)(iv)Z. (which amounts are expected to be zero).
| SECTION 2.08 |
Covenants
of the Servicer.
|
The
Servicer hereby covenants to the Depositor and the Trustee that no written
information, certificate of an officer, statement furnished in writing or
written report prepared by the Servicer and delivered to the Depositor, any
affiliate of the Depositor or the Trustee and prepared by the Servicer pursuant
to this Agreement will contain any untrue statement of a material
fact.
| SECTION 2.09 |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3 and
REMIC 4 by the Trustee; Issuance of
Certificates.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
1 Regular Interests for the benefit of the Holder of the REMIC 2 Regular
Interests and the Holders of the Class R-2 Interest. The Trustee acknowledges
receipt of the REMIC 1 Regular Interests (each of which is uncertificated)
and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the Holders of the REMIC 2 Regular Interests and Holder of the Class
R-2 Interest. The interests evidenced by the Class R-2 Interest, together with
the REMIC 2 Regular Interests, constitute the entire beneficial ownership
interest in REMIC 2.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
2 Regular Interests for the benefit of the Holders of the REMIC 3 Regular
Interests and the Class R-3 Interest. The Trustee acknowledges receipt of the
REMIC 2 Regular Interests (each of which is uncertificated) and declares that
it
holds and will hold the same in trust for the exclusive use and benefit of
the
Holders of the REMIC 3 Regular Interests and of the Class R-3 Interest. The
interests evidenced by the Class R-3 Interest, together with the REMIC 3 Regular
Interests, constitute the entire beneficial ownership interest in REMIC
3.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
3 Regular Interests for the benefit of the Holders of the Regular Certificates,
the Class IO Interest and the Class R-4 Interest. The Trustee acknowledges
receipt of the REMIC 3 Regular Interests (each of which is uncertificated)
and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the Holders of the Regular Certificates, the Class IO Interest and
of
the Class R-4 Interest. The interests evidenced by the Class R-4 Interest,
together with the Regular Certificates and the Class IO Interest, constitute
the
entire beneficial ownership interest in REMIC 4.
(d) In
exchange for the REMIC 3 Regular Interests and, concurrently with the assignment
to the Trustee thereof, pursuant to the written request of the Depositor
executed by an officer of the Depositor, the Trustee has executed, authenticated
and delivered to or upon the order of the Depositor, the Regular Certificates
in
authorized denominations evidencing the entire beneficial ownership interest
in
REMIC 4.
(e) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 (including the
Residual Interest therein represented by the Class R-1 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
Section 2.09(a); (ii) the assignment and delivery to the Trustee of REMIC 2
(including the Residual Interest therein represented by the Class R-2 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(b); (iii)
the assignment and delivery to the Trustee of REMIC 3 (including the Residual
Interest therein represented by the Class R-3 Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.09(c); and (iv) the
assignment and delivery to the Trustee of REMIC 4 (including the Residual
Interest therein represented by the Class R-4 Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.09(d)
and the
acceptance by the Trustee thereof, pursuant to Section 2.09(e), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Regular Certificates and the Class A-R Certificates in authorized
denominations evidencing the Class R-1 Interest, the Class R-2 Interest, the
Class R-3 Interest and the Class R-4 Interest.
| SECTION 2.10 |
Purposes
and Powers of the Trust.
|
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage
Loans;
(c) to
make
payments on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
trust
is hereby authorized to engage in the foregoing activities. The Trustee shall
not cause the trust to engage in any activity other than in connection with
the
foregoing or other than as required or authorized by the terms of this Agreement
while any Certificate is outstanding, and this Section 2.10 may not be
amended.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
MORTGAGE LOANS
| SECTION 3.01 |
Servicer
to Service Mortgage Loans.
|
For
and
on behalf of the Certificateholders, the Servicer shall service and administer
the Mortgage Loans in accordance with the terms of this Agreement and with
Accepted Servicing Practices. Notwithstanding anything in this Agreement, any
Subservicing Agreement or the Credit Risk Management Agreement to the contrary,
the Servicer shall not have any duty or obligation to enforce any Credit Risk
Management Agreement to which it is not a party, nor to supervise, monitor
or
oversee the activities of the Credit Risk Manager under any other Credit Risk
Management Agreement with respect to any action taken or not taken by the
Servicer pursuant to a recommendation of the Credit Risk Manager. In connection
with such servicing and administration, the Servicer shall have full power
and
authority, acting alone and/or through Subservicers as provided in Section
3.02
hereof, to do or cause to be done any and all things that it may deem necessary
or desirable in connection with such servicing and administration, including
but
not limited to, the power and authority, subject to the terms hereof (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and
(iv)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Servicer shall not take
any action that is materially inconsistent with or materially prejudices the
interests of the Trust Fund or the Certificateholders in any Mortgage Loan
or
the rights and interests of the Depositor, the Trustee or the Certificateholders
under this Agreement unless such action is specifically called for by the terms
hereof. The Trustee will provide a limited power of attorney to the Servicer,
prepared by the Servicer and reasonably acceptable to the Trustee, to permit
the
Servicer to act on behalf of the Trustee under this Agreement. The Servicer
hereby indemnifies the Trustee for all costs and expenses incurred by the
Trustee in connection with the negligent or willful misuse of such power of
attorney. The Servicer shall represent and protect the interests of the Trust
Fund in the same manner as it protects its own interests in mortgage loans
in
its own portfolio in any claim, proceeding or litigation regarding a Mortgage
Loan. The Servicer further is hereby authorized and empowered in its own name
or
in the name of the Subservicer, when the Servicer or the Subservicer, as the
case may be, believes it is appropriate in its best judgment to register any
Mortgage Loan on the MERS® System, or cause the removal from the registration of
any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments
of
assignment and other comparable instruments with respect to such assignment
or
re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any reasonable expenses incurred in
connection with the actions described in the preceding sentence or as a result
of MERS discontinuing or becoming unable to continue operations in connection
with the MERS® System, shall be reimbursable by the Trust Fund to such Servicer.
Notwithstanding the foregoing, subject to Section 3.05(a), the Servicer shall
not make or permit any modification, waiver or amendment of any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within
the
meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.10 hereof) which would cause any of
REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without
limiting the generality of the foregoing, the Servicer, in its own name or
in
the name of the Depositor and the Trustee, is hereby authorized and empowered
by
the Depositor and the Trustee, when the Servicer believes it appropriate in
its
reasonable judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and
all
other comparable instruments, with respect to the Mortgage Loans, and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either
or
both of them as are necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans to the extent that the Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents and a written request signed by an
authorized officer, the Depositor and/or the Trustee shall execute such
documents and deliver them to the Servicer.
In
accordance with the standards of the preceding paragraph, the Servicer shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the payment of taxes and assessments on any Mortgaged Property (to the extent
the Servicer has been notified that such taxes or assessments have not paid
by
the related Mortgagor or the owner or the servicer of the related First Mortgage
Loan), which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08; provided, however, that the Servicer shall be required
to advance only to the extent that such advances, in the good faith judgment
of
the Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage
Loan; and provided, further, that such payments shall be advanced within such
time period required to avoid the loss of the Mortgaged Property by foreclosure
of a tax or other lien. The costs incurred by the Servicer, if any, in effecting
the timely payments of taxes and assessments on the Mortgaged Properties and
related insurance premiums shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the Stated Principal
Balances of the related Mortgage Loans, notwithstanding that the terms of such
Mortgage Loans so permit; provided, however, that the limitations contained
in
this sentence will not apply to modifications made pursuant to Section
3.05(a).
Subject
to the provisions of the first paragraph of this Section, the Trustee shall
execute, at the written request of the Servicer, and furnish to the Servicer
and
any Subservicer such documents as are necessary or appropriate to enable the
Servicer or any Subservicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power of
attorney, to be completed in the form of Exhibit AA hereto, to carry out such
duties. The Trustee shall not be liable for the actions of the Servicer or
any
Subservicers under such powers of attorney.
If
the
Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan
on
the related Mortgaged Property as of the Cut-off Date, then the Servicer, in
such capacity, may consent to the refinancing of the prior senior lien, provided
that the following requirements are met:
(i) the
resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than
the Combined Loan-to-Value Ratio prior to such refinancing; and
(ii) the
interest rate for the loan evidencing the refinanced senior lien is no more
than
2.0% higher than the interest rate or the maximum interest rate, as the case
may
be, on the loan evidencing the existing senior lien immediately prior to the
date of such refinancing; and
(iii) the
loan
evidencing the refinanced senior lien is not subject to negative
amortization.
With
respect to the Mortgage Loans, the Servicer of each Mortgage Loan agrees that,
with respect to the Mortgagors of such Mortgage Loans, such Servicer for each
Mortgage Loan shall furnish, in accordance with the Fair Credit Reporting Act
and its implementing regulations, accurate and complete information on its
borrower credit files to Equifax, Experian and Trans Union Credit Information
Company on a monthly basis.
| SECTION 3.02 |
Subservicing;
Enforcement of the Obligations of
Subservicers.
|
(a) The
Mortgage Loans may be subserviced by a Subservicer on behalf of the Servicer
in
accordance with the servicing provisions of this Agreement, provided that the
Subservicer is an approved ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac seller/servicer in good
standing. The Servicer may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing
responsibilities on its behalf, but the use by the Servicer of the Subservicer
shall not release the Servicer from any of its obligations hereunder and the
Servicer shall remain responsible hereunder for all acts and omissions of the
Subservicer as fully as if such acts and omissions were those of the Servicer.
The Servicer shall pay all fees and expenses of any Subservicer engaged by
the
Servicer from its own funds.
Notwithstanding
the foregoing, the
Servicer
shall be entitled to outsource one or more separate servicing functions to
a
Person (each, an “Outsourcer”) that does not meet the eligibility requirements
for a Subservicer, so long as such outsourcing does not constitute the
delegation of the Servicer’s obligation to perform all or substantially all of
the servicing of the related Mortgage Loans to such Outsourcer. In such event,
the use by the Servicer of any such Outsourcer shall not release the Servicer
from any of its obligations hereunder and such Servicer shall remain responsible
hereunder for all acts and omissions of such Outsourcer as fully as if such
acts
and omissions were those of the Servicer, and the Servicer shall pay all fees
and expenses of the Outsourcer from the Servicer’s own funds.
(b) At
the
cost and expense of the Servicer, without any right of reimbursement from the
Depositor, Trustee, the Trust Fund, or the Collection Account, the Servicer
shall be entitled to terminate the rights and responsibilities of its
Subservicer and arrange for any servicing responsibilities to be performed
by a
successor Subservicer meeting the requirements set forth in Section 3.02(a),
provided, however, that nothing contained herein shall be deemed to prevent
or
prohibit the Servicer, at the Servicer’s option, from electing to service the
Mortgage Loans itself. In the event that the Servicer’s responsibilities and
duties under this Agreement are terminated pursuant to Section 7.01, and if
requested to do so by the Trustee, the Servicer shall at its own cost and
expense terminate the rights and responsibilities of its Subservicer as soon
as
is reasonably possible. The Servicer shall pay all fees, expenses or penalties
necessary in order to terminate the rights and responsibilities of its
Subservicer from the Servicer’s own funds without any right of reimbursement
from the Depositor, Trustee, the Trust Fund, or the Collection
Account.
(c) Notwithstanding
any of the provisions of this Agreement relating to agreements or arrangements
between the Servicer and its Subservicer, the Servicer and its Outsourcer,
or
any reference herein to actions taken through the Subservicer, the Outsourcer,
or otherwise, no Servicer shall be relieved of its obligations to the Depositor,
Trustee or Certificateholders and shall be obligated to the same extent and
under the same terms and conditions as if it alone were servicing and
administering the related Mortgage Loans. The Servicer shall be entitled to
enter into an agreement with its Subservicer and Outsourcer for indemnification
of the Servicer or Outsourcer, as applicable, by such Subservicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
For
purposes of this Agreement, the Servicer shall be deemed to have received any
collections, recoveries or payments with respect to the related Mortgage Loans
that are received by a related Subservicer or Outsourcer, as applicable,
regardless of whether such payments are remitted by the Subservicer or
Outsourcer, as applicable, to the Servicer.
Any
Subservicing Agreement and any other transactions or services relating to the
Mortgage Loans involving a Subservicer or an Outsourcer shall be deemed to
be
between the Subservicer or an Outsourcer, and the Servicer alone, and the
Depositor and the Trustee shall have no obligations, duties or liabilities
with
respect to a Subservicer including no obligation, duty or liability of the
Depositor and Trustee or the Trust Fund to pay a Subservicer’s fees and
expenses.
| SECTION 3.03 |
[Reserved].
|
| SECTION 3.04 |
Trustee
to Act as Servicer.
|
(a) In
the
event that the Servicer shall for any reason no longer be the Servicer hereunder
(including by reason of an Event of Default), the Trustee or its successor
shall
thereupon assume all of the rights and obligations of the Servicer hereunder
arising thereafter (except that the Trustee shall not be (i) liable for losses
of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of
the
related predecessor Servicer hereunder, (ii) obligated to make Advances if
it is
prohibited from doing so by applicable law or (iii) deemed to have made any
representations and warranties of the Servicer hereunder). Any such assumption
shall be subject to Section 7.02 hereof.
The
Servicer shall, upon request of the Trustee, but at the expense of the Servicer,
deliver to the assuming party all documents and records relating to each
Subservicing Agreement or substitute Subservicing Agreement and the Mortgage
Loans then being serviced thereunder and hereunder by such Servicer and an
accounting of amounts collected or held by it and otherwise use its best efforts
to effect the orderly and efficient transfer of the substitute Subservicing
Agreement to the assuming party.
(b) [reserved].
| SECTION 3.05 |
Collection
of Mortgage Loans; Collection Accounts; Certificate Account; Pre-Funding
Account; Capitalized Interest
Account.
|
(a) Continuously
from the date hereof until the principal and interest on all Mortgage Loans
have
been paid in full or such Mortgage Loans have become Liquidated Mortgage Loans,
the Servicer shall proceed in accordance with Accepted Servicing Practices
to
collect all payments due under the Mortgage Loans when the same shall become
due
and payable to the extent consistent with this Agreement and, consistent with
such standard, with respect to Escrow Mortgage Loans, the Servicer shall
ascertain and estimate Escrow Payments and all other charges that will become
due and payable with respect to the Mortgage Loans and the Mortgaged Properties,
to the end that the installments payable by the Mortgagors will be sufficient
to
pay such charges as and when they become due and payable. Consistent with the
foregoing, in connection with Mortgage Loans which it is directly servicing,
the
Servicer may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the prepayment of
a
Mortgage Loan (provided that any such related prepayment charge waiver shall
be
in accordance with the provisions of Section 4.09) and (ii) extend the Due
Dates
for payments due on a Mortgage Note for a period not greater than 180 days;
provided,
however,
that the
Servicer cannot extend the maturity of any such Mortgage Loan past the date
on
which the final payment is due on the latest maturing Mortgage Loan as of the
Cut-off Date. Consistent with the foregoing, in instances when a Mortgage Loan
is in default or default is reasonably foreseeable (within the meaning of the
REMIC Provisions), the Servicer may modify the terms of such Mortgage Loan
to
(1) capitalize to the principal balance of any unreimbursed Advances,
unreimbursed Servicing Advances, unpaid Servicing Fees, and related amounts
due
to the Servicer with respect to the related Mortgage Loan; (2) defer such
amounts to a balloon payment due on the final payment date of such Mortgage
Loan; (3) extend the maturity of any such Mortgage Loan, but in no instance
past
the date on which the final payment is due on the latest maturing Mortgage
Loan
as of the Cut-off Date; (4) reduce the related Mortgage Rate; and/or (5) accept
less than the outstanding principal balance as satisfaction of such Mortgage
Loan; provided,
however,
that
the aggregate principal balance of all mortgage loans subject to modifications
(measured at the time of the modification and after giving effect to any
modification) can be no more than five percent of the Aggregate Collateral
Balance as of the Cut-off Date, provided, that such limit may be increased
from
time to time if each Rating Agency provides written confirmation that an
increase in excess of that limit will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency. Any such waiver, modification, postponement or indulgence
granted to a Mortgagor by the Servicer in connection with its servicing of
the
related First Mortgage Loan shall not be considered relevant to a determination
of whether the Servicer has acted consistently with the terms and standards
of
this Agreement, so long as in the Servicer’s determination such action is not
materially adverse to the interests of the Certificateholders. Notice of any
such modifications shall be provided (i) in writing, by the Servicer to the
Depositor and the Trustee or (ii) as part of the monthly report delivered by
the
Servicer to the Trustee. In the event of any such arrangement that permits
the
deferment of principal and interest payment on any Mortgage Loan, the Servicer
shall make Advances on the related Mortgage Loan in accordance with the
provisions of Section 4.01 during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements. The Servicer shall not be required to institute
or
join in litigation with respect to collection of any payment (whether under
a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.
(b) The
Servicer shall segregate and hold all funds collected and received pursuant
to a
Mortgage Loan separate and apart from any of its own funds and general assets
and shall establish and maintain one or more Collection Accounts, each of which
shall be an Eligible Account, titled “[Servicer’s name], in trust for the
Holders of Credit Suisse First Boston Mortgage Securities Corp., Home Equity
Mortgage Pass-Through Certificates, Series 2006-6” or, if established and
maintained by a Subservicer on behalf of the Servicer, “[Subservicer’s name], in
trust for [Servicer’s name]” or “[Subservicer’s name], as agent, trustee and/or
bailee of principal and interest custodial account for [Servicer’s name], its
successors and assigns, for various owners of interest in [Servicer’s name]
mortgage-backed pools”. Any funds deposited in a Collection Account shall at all
times be either invested in Eligible Investments or shall be fully insured
to
the full extent permitted under applicable law. Funds deposited in a Collection
Account may be drawn on by the Servicer in accordance with Section
3.08.
The
Servicer shall deposit in the Collection Account within two Business Days of
receipt and retain therein, the following collections remitted by Subservicers
or payments received by the Servicer and payments made by the Servicer
subsequent to the Cut-off Date, other than Scheduled Payments due on or before
the Cut-off Date:
(i) all
payments on account of principal on the Mortgage Loans, including all Principal
Prepayments;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the per annum
rate equal to the Mortgage Rate reduced by the related Servicing Fee
Rate;
(iii) all
Liquidation Proceeds on the Mortgage Loans;
(iv) all
Insurance Proceeds on the Mortgage Loans including amounts required to be
deposited pursuant to Section 3.09 (other than proceeds to be held in the Escrow
Account and applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with Section 3.09);
(v) all
Advances made by the Servicer pursuant to Section 4.01;
(vi) with
respect to each Principal Prepayment on the Mortgage Loans, the Compensating
Interest Payment, if any, for the related Prepayment Period;
(vii) any
amounts required to be deposited by the Servicer in respect of net monthly
income from REO Property pursuant to Section 3.11; and
(viii) any
other
amounts required to be deposited hereunder including all collected Prepayment
Charges.
The
foregoing requirements for deposit into each Collection Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, Ancillary Income need not be deposited by the Servicer into
such Collection Account. In addition, notwithstanding the provisions of this
Section 3.05, the Servicer may deduct from amounts received by it, prior to
deposit to the applicable Collection Account, any portion of any Scheduled
Payment representing the applicable Servicing Fee. In the event that the
Servicer shall remit any amount not required to be remitted, it may at any
time
withdraw or direct the institution maintaining the related Collection Account
to
withdraw such amount from such Collection Account, any provision herein to
the
contrary notwithstanding. Such withdrawal or direction may be accomplished
by
delivering written notice thereof to the Trustee or such other institution
maintaining such Collection Account which describes the amounts deposited in
error in such Collection Account. The Servicer shall maintain adequate records
with respect to all withdrawals made by it pursuant to this Section. All funds
deposited in a Collection Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.08.
(c) On
or
prior to the Closing Date, the Trustee shall establish and maintain, on behalf
of the Certificateholders, the Certificate Account. The Trustee shall, promptly
upon receipt, deposit in the Certificate Account and retain therein the
following:
(i) the
aggregate amount remitted by the Servicer to the Trustee pursuant to Section
3.08(viii);
(ii) any
amount deposited by the Trustee pursuant to Section 3.05(d) in connection with
any losses on Eligible Investments; and
(iii) any
other
amounts deposited hereunder which are required to be deposited in the
Certificate Account.
In
the
event that the Servicer shall remit to the Trustee any amount not required
to be
remitted, it may at any time direct the Trustee to withdraw such amount from
the
Certificate Account, any provision herein to the contrary notwithstanding.
Such
direction may be accomplished by delivering an Officer’s Certificate to the
Trustee which describes the amounts deposited in error in the Certificate
Account. All funds deposited in the Certificate Account shall be held by the
Trustee in trust for the Certificateholders until disbursed in accordance with
this Agreement or withdrawn in accordance with Section 3.08(b). In no event
shall the Trustee incur liability for withdrawals from the Certificate Account
at the direction of the Servicer.
(d) Each
institution at which a Collection Account, the Certificate Account or the
Pre-Funding Account is maintained shall either hold such funds on deposit
uninvested or shall invest the funds therein as directed in writing by the
Servicer (in the case of a Collection Account), the Trustee (in the case of
the
Certificate Account) or the Depositor (in the case of the Pre-Funding Account),
in Eligible Investments, which shall mature not later than (i) in the case
of a
Collection Account, the second Business Day immediately preceding the related
Distribution Date and (ii) in the case of the Certificate Account and the
Pre-Funding Account, the Business Day immediately preceding the Distribution
Date and, in each case, shall not be sold or disposed of prior to its maturity.
All income and gain net of any losses realized from any such balances or
investment of funds on deposit in a Collection Account and any other benefit
arising from the Collection Account shall be for the benefit of the Servicer
as
servicing compensation and shall be remitted to it monthly as provided herein.
The amount of any realized losses in a Collection Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Servicer in the Collection Account. The Trustee in its fiduciary capacity shall
not be liable for the amount of any loss incurred in respect of any investment
or lack of investment of funds held in a Collection Account or the Pre-Funding
Account. All income and gain net of any losses realized from any such investment
of funds on deposit in the Certificate Account shall be for the benefit of
the
Trustee as compensation and shall be remitted to it monthly as provided herein.
The amount of any realized losses in the Certificate Account incurred in any
such account in respect of any such investments shall promptly be deposited
by
the Trustee in the Certificate Account. All income and gain net of any losses
realized from any such balances or investment of funds on deposit in the
Pre-Funding Account shall be for the benefit of the Depositor and shall be
remitted to it monthly.
(e) The
Servicer shall give notice to the Trustee, the Seller, each Rating Agency and
the Depositor of any proposed change of the location of the Collection Account
prior to any change thereof. The Trustee shall give notice to the Servicer,
the
Seller, each Rating Agency and the Depositor of any proposed change of the
location of the Certificate Account prior to any change thereof.
(f) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Pre-Funding Account. On the Closing Date, the Depositor shall remit the
Pre-Funding Amount to the Trustee, for deposit in the Pre-Funding Account.
On
each Subsequent Transfer Date, upon satisfaction of the conditions for such
Subsequent Transfer Date set forth in Section 2.01(f), with respect to the
related Subsequent Transfer Agreement, the Trustee shall remit to the Depositor
the applicable Aggregate Subsequent Transfer Amount as payment of the purchase
price for the related Subsequent Mortgage Loans.
If
any
funds remain in the Pre-Funding Account on March 23, 2007, to the extent they
represent interest earnings on the amounts originally deposited into the
Pre-Funding Account, the Trustee shall distribute them to the order of the
Depositor. The remaining funds in the Pre-Funding Account shall be transferred
to the Certificate Account to be included as part of principal distributions
to
the Certificates, in accordance with the priorities set forth herein, on the
March 2007 Distribution Date.
(g) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Capitalized Interest Account. On the Closing Date, the Depositor shall remit
the
Capitalized Interest Deposit to the Trustee, for deposit in the Capitalized
Interest Account. On
the
Business Day prior to each of the January 2007, February 2007 and March 2007
Distribution Dates, the Trustee shall transfer to the Certificate Account from
the Capitalized Interest Account an amount equal to the Capitalized Interest
Requirement for such Distribution Date. On
each
of the January 2007 and February 2007 Distribution Dates, the Overfunded
Interest Amount shall be withdrawn from the Capitalized Interest Account and
paid to the Depositor. Any funds remaining in the Capitalized Interest Account
immediately after the March 2007 Distribution Date shall be paid to the
Depositor.
| SECTION 3.06 |
Establishment
of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow
Accounts; Payments of Taxes, Insurance and Other
Charges.
|
(a) To
the
extent required by the related Mortgage Note and not in violation of current
law, the Servicer shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan constituting Escrow Payments separate and apart
from
any of its own funds and general assets and shall establish and maintain one
or
more Escrow Accounts, each of which shall be an Eligible Account, titled,
“[Servicer’s name], in trust for “Credit Suisse First Boston Mortgage Securities
Corp., Home Equity Mortgage Pass-Through Certificates, Series 2006-6 and various
mortgagors” or, if established and maintained by a Subservicer on behalf of the
related Servicer, “[Subservicer’s name], in trust for [Servicer’s name]” or
“[Subservicer’s name], as agent, trustee and/or bailee of taxes and insurance
custodial account for [Servicer’s name], its successors and assigns, for various
owners of interest in [Servicer’s name] mortgage-backed pools”. Funds deposited
in the Escrow Account may be drawn on by the Servicer in accordance with Section
3.06(b). All income and gain net of any losses realized from any such balances
or investment of funds on deposit in an Escrow Account and any other benefit
arising from the Escrow Account shall be for the benefit of the Servicer as
servicing compensation and shall be remitted to it monthly as provided herein.
The creation of any Escrow Account shall be evidenced by a certification in
the
form of Exhibit P-1 hereto, in the case of an account established with the
Servicer, or by a letter agreement in the form of Exhibit P-2 hereto, in the
case of an account held by a depository other than the Servicer. A copy of
such
certification shall be furnished to the Depositor and Trustee.
(b) The
Servicer shall deposit in its Escrow Account or Accounts on a daily basis within
one Business Day of receipt and retain therein:
(i) all
Escrow Payments collected on account of the related Mortgage Loans, for the
purpose of effecting timely payment of any such items as required under the
terms of this Agreement; and
(ii) all
amounts representing Insurance Proceeds which are to be applied to the
restoration or repair of any Mortgaged Property.
The
Servicer shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, as set forth in Section 3.06(c).
The Servicer shall be entitled to retain any interest paid on funds deposited
in
the related Escrow Account by the depository institution, other than interest
on
escrowed funds required by law to be paid to the Mortgagor. To the extent
required by law, the Servicer shall pay interest on escrowed funds to the
Mortgagor notwithstanding that the Escrow Account may be non-interest bearing
or
that interest paid thereon is insufficient for such purposes.
(c) Withdrawals
from the Escrow Account or Accounts may be made by the Servicer
only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums, condominium charges, fire and hazard insurance premiums
or
other items constituting Escrow Payments for the related Mortgage;
(ii) to
reimburse the Servicer for any Servicing Advances made by the Servicer pursuant
to this Agreement with respect to a related Mortgage Loan, but only from amounts
received on the related Mortgage Loan which represent late collections of Escrow
Payments thereunder;
(iii) to
refund
to any Mortgagor any funds found to be in excess of the amounts required under
the terms of the related Mortgage Loan;
(iv) for
transfer to the related Collection Account to reduce the principal balance
of
the related Mortgage Loan in accordance with the terms of the related Mortgage
and Mortgage Note;
(v) for
application to restore or repair of the related Mortgaged Property in accordance
with the procedures outlined in Section 3.09;
(vi) to
pay to
the Servicer, or any Mortgagor to the extent required by law, any interest
paid
on the funds deposited in such Escrow Account;
(vii) to
clear
and terminate such Escrow Account on the termination of this Agreement;
and
(viii) to
remove
funds inadvertently placed in the Escrow Account by the Servicer.
| SECTION 3.07 |
Access
to Certain Documentation and Information Regarding the Mortgage Loans;
Inspections.
|
(a) The
Servicer shall afford the Depositor and the Trustee reasonable access to all
records and documentation regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such access
being afforded without charge, but only upon reasonable request and during
normal business hours at the office designated by the Servicer. In addition,
the
Servicer shall provide to any Special Servicer reasonable access to all records
and documentation regarding the Mortgage Loans that become Special Serviced
Mortgage Loans. The Servicer may, from time to time, provide the Depositor,
and
any Person designated by the Depositor, with reports and information regarding
the Mortgage Loans, including without limitation, information requested by
the
Depositor or an originator of the Mortgage Loans for required institutional
risk
control.
(b) If,
at
the request of the Seller or the Depositor or otherwise in accordance with
the
terms of this Agreement, the Servicer enters into a special servicing advisory
agreement with a Holder of any Class of Certificates, the Servicer, pursuant
to
the terms of any such agreement, may provide such Holder, in its capacity as
special servicing advisor, with loan-level information with respect to the
Mortgage Loans.
(c) The
Servicer shall inspect the Mortgaged Properties as often as deemed necessary
by
the Servicer in the Servicer’s sole discretion, to assure itself that the value
of such Mortgaged Property is being preserved. In addition, if any Mortgage
Loan
is more than 90 days delinquent, the Servicer shall conduct subsequent
inspections in accordance with Accepted Servicing Practices or as may be
required by the primary mortgage guaranty insurer, and obtain a broker price
opinion. The Servicer shall keep a written or electronic report of each such
inspection.
| SECTION 3.08 |
Permitted
Withdrawals from the Collection Accounts and Certificate
Account.
|
The
Servicer may (and in the case of clause (viii) below, shall) from time to time
make withdrawals from the Collection Account for the following
purposes:
(i) to
pay to
the Servicer (to the extent not previously retained by the Servicer) the
servicing compensation to which it is entitled pursuant to Section 3.14, and
to
pay to the Servicer, as additional servicing compensation, earnings on or
investment income with respect to funds in or credited to the Collection
Account;
(ii) to
reimburse the Servicer for unreimbursed Advances made by it, such right of
reimbursement pursuant to this subclause (ii) being limited to amounts received
on the Mortgage Loan(s) in respect of which any such Advance was made (including
without limitation, late recoveries of payments, Liquidation Proceeds and
Insurance Proceeds, amounts representing proceeds of other insurance policies,
if any, covering the related Mortgaged Property, rental and other income from
REO Property and proceeds of any purchase or repurchase of the related Mortgage
Loan to the extent deposited in the Collection Account);
(iii) to
reimburse the Servicer for any Nonrecoverable Advance previously made from
collections or proceeds of any of the Mortgage Loans;
(iv) to
reimburse the Servicer for (A) unreimbursed Servicing Advances, the Servicer’s
right to reimbursement pursuant to this clause (A) with respect to any Mortgage
Loan being limited to amounts received on such Mortgage Loan which represent
late payments of principal and/or interest (including, without limitation,
Liquidation Proceeds and Insurance Proceeds, amounts representing proceeds
of
other insurance policies, if any, covering the related Mortgaged Property,
rental and other income from REO Property and proceeds of any purchase or
repurchase of the related Mortgage Loan with respect to such Mortgage Loan)
respecting which any such advance was made and (B) for unpaid Servicing Fees
as
provided in Section 3.11 hereof;
(v) to
pay to
the purchaser, with respect to each Mortgage Loan or property acquired in
respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11,
all amounts received thereon after the date of such purchase;
(vi) to
reimburse the Servicer or the Depositor for expenses incurred by any of them
and
reimbursable pursuant to Section 6.03 hereof;
(vii) to
withdraw any amount deposited in such Collection Account and not required to
be
deposited therein;
(viii) on
or
prior to the Servicer Cash Remittance Date, to withdraw an amount equal to
the
Available Funds (other than clause (vi) thereof) plus any related Expense Fees
(other than the Servicing Fee) for such Distribution Date and any Prepayment
Charges received in respect of the Mortgage Loans, subject to the collection
of
funds included in the definition of “Available Funds” and remit such amount to
the Trustee for deposit in the Certificate Account;
(ix) to
pay
itself any Prepayment Interest Excess; provided that in accordance with the
definition of “Prepayment Interest Excess,” the Servicer shall only be entitled
to Prepayment Interest Excess with respect to any Mortgage Loan and any
Distribution Date if the related Principal Prepayment in full is deposited
to
the Collection Account pursuant to Section 3.05(b)(i) hereof in the same month
as such Principal Prepayment in full is made, to be included with distributions
on such Distribution Date;
(x) to
clear
and terminate such Collection Account upon termination of this Agreement
pursuant to Section 9.01 hereof;
(xi) to
invest
funds in certain Eligible Investments and to transfer funds to another Eligible
Account;
(xii) to
reimburse the Servicer for any unpaid Servicing Fees to which the Servicer
is
entitled under this Agreement, including (A) in connection with the termination
of the obligations of such Servicer and (B) any accrued and unpaid Servicing
Fees at the time a Mortgage Loan becomes a Charged Off Loan; and
(xiii) to
reimburse the Servicer for any Capitalization Reimbursement Amount not
previously reimbursed.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan basis
for the purpose of justifying any withdrawal from the Collection Account
pursuant to such subclauses (i), (ii), (iv) and (v). Prior to making any
withdrawal from the Collection Account pursuant to subclause (iii), the Servicer
shall deliver to the Trustee a certificate of a Servicing Officer indicating
the
amount of any previous Advance determined by the Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loans(s), and their respective
portions of such Nonrecoverable Advance.
The
Trustee shall withdraw funds from the Certificate Account for distributions
to
the Certificateholders and the Credit Risk Manager, if applicable, in the manner
specified in this Agreement (and to withhold from the amounts so withdrawn,
the
amount of any taxes that it is authorized to withhold pursuant to the last
paragraph of Section 8.11). In addition, the Trustee may from time to time
make
withdrawals from the Certificate Account for the following
purposes:
(i) to
pay to
itself the Trustee Fee and any investment income earned for the related
Distribution Date;
(ii) to
withdraw and return to the Servicer for deposit to the Collection Account any
amount deposited in the Certificate Account and not required to be deposited
therein; and
(iii) to
clear
and terminate the Certificate Account upon termination of this Agreement
pursuant to Section 9.01 hereof.
| SECTION 3.09 |
Maintenance
of Hazard Insurance and Mortgage Impairment Insurance; Claims; Restoration
of Mortgaged Property.
|
The
Servicer shall obtain and maintain a blanket policy insuring against losses
arising from fire and hazards covered under extended coverage on all of the
related Mortgage Loans, which policy shall provide coverage in an amount equal
to the amount at least equal to the lesser of (i) the maximum insurable value
of
the improvements securing such Mortgage Loan and (ii) the greater of (A) the
outstanding principal balance of the Mortgage Loan and (B) an amount such that
the proceeds of such policy shall be sufficient to prevent the Mortgagor and/or
the mortgagee from becoming co-insurer. Any amounts collected by the Servicer
under any such policy relating to a Mortgage Loan (for the avoidance of doubt,
remaining after application of any such amounts to any related First Mortgage
Loan) shall be deposited in the related Collection Account subject to withdrawal
pursuant to Section 3.08. Such policy may contain a deductible clause, in which
case, in the event that there shall not have been maintained on the related
Mortgaged Property a standard hazard insurance policy, and there shall have
been
a loss which would have been covered by such policy, the Servicer shall deposit
in the related Collection Account at the time of such loss the amount not
otherwise payable under the blanket policy because of such deductible clause
which is in excess of a deductible under a standard hazard insurance policy,
such amount to be deposited from the Servicer’s funds, without reimbursement
therefor. Upon request of the Trustee, the Servicer shall cause to be delivered
to the Trustee a certified true copy of such policy and a statement from the
insurer thereunder that such policy shall in no event be terminated or
materially modified without 30 days’ prior written notice to the Trustee. In
connection with its activities as Servicer of the Mortgage Loans, the Servicer
agrees to present, on behalf of itself, the Depositor, and the Trustee for
the
benefit of the Certificateholders, claims under any such blanket
policy.
Pursuant
to Section 3.05, any amounts collected by the Servicer under any such policies
(other than amounts to be deposited in the related Escrow Account and applied
to
the restoration or repair of the related Mortgaged Property, or property
acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor, in accordance with the Servicer’s normal servicing procedures) shall
be deposited in the Collection Account (subject to withdrawal pursuant to
Section 3.08). Any costs incurred by the Servicer in maintaining such insurance
shall be recoverable by the Servicer as a Servicing Advance out of payments
by
the related Mortgagor or out of Insurance Proceeds or Liquidation Proceeds.
Notwithstanding anything to the contrary in this paragraph, the Servicer shall
be required to pay the costs of maintaining any insurance contemplated by this
Section 3.09 only to the extent that such advances, in the good faith judgment
of the Servicer, will be recoverable.
The
Servicer need not obtain the approval of the Trustee prior to releasing any
Insurance Proceeds to the Mortgagor to be applied to the restoration or repair
of the Mortgaged Property if such release is in accordance with Accepted
Servicing Practices. At a minimum, the Servicer shall comply with the following
conditions in connection with any such release of Insurance Proceeds in excess
of $10,000:
(i) the
Servicer shall receive satisfactory independent verification of completion
of
repairs and issuance of any required approvals with respect
thereto;
(ii) the
Servicer shall take all steps necessary to preserve the priority of the lien
of
the Mortgage, including, but not limited to requiring waivers with respect
to
mechanics’ and materialmen’s liens; and
(iii) pending
repairs or restoration, the Servicer shall place the Insurance Proceeds in
the
related Escrow Account, if any.
If
the
Trustee is named as an additional loss payee, the Servicer is hereby empowered
to endorse any loss draft issued in respect of such a claim in the name of
the
Trustee.
| SECTION 3.10 |
Enforcement
of Due-on-Sale Clauses; Assumption
Agreements.
|
The
Servicer shall use its best efforts to enforce any “due-on-sale” provision
contained in any related Mortgage or Mortgage Note and to deny assumption by
the
person to whom the Mortgaged Property has been or is about to be sold whether
by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
Property has been conveyed by the Mortgagor, the Servicer shall, to the extent
it has knowledge of such conveyance, exercise its rights to accelerate the
maturity of such Mortgage Loan under the “due-on-sale” clause applicable
thereto, provided, however, that the Servicer shall not exercise such rights
if
prohibited by law from doing so or if the exercise of such rights would impair
or threaten to impair any recovery under the related Primary Insurance Policy,
if any or, if consistent with Accepted Servicing Practices, such Servicer
believes the collections and other recoveries in respect of such Mortgage Loans
could reasonably be expected to be maximized if the Mortgage Loan were not
accelerated.
If
the
Servicer reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause or, if any of the other conditions set forth in the last
sentence of the preceding paragraph apply, the Servicer shall enter into (i)
an
assumption and modification agreement with the person to whom such property
has
been conveyed, pursuant to which such person becomes liable under the Mortgage
Note and the original Mortgagor remains liable thereon or (ii) in the event
the
Servicer is unable under applicable law to require that the original Mortgagor
remain liable under the Mortgage Note and the Servicer has the prior consent
of
the primary mortgage guaranty insurer, a substitution of liability agreement
with the purchaser of the Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged Property
is substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this Section by reason of any transfer or assumption which the Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever. In connection with any such assumption, no material term of the
Mortgage Note, including without limitation, the Mortgage Rate borne by the
related Mortgage Note, the term of the Mortgage Loan or the outstanding
principal amount of the Mortgage Loan shall be changed.
Subject
to the Servicer’s duty to enforce any due-on-sale clause to the extent set forth
in this Section 3.10, in any case in which a Mortgaged Property has been
conveyed to a Person by a Mortgagor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Servicer shall prepare and deliver or cause
to be prepared and delivered to the Trustee for signature and shall direct,
in
writing, the Trustee to execute the assumption agreement with the Person to
whom
the Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In connection with any such
assumption, no material term of the Mortgage Note may be changed. Together
with
each such substitution, assumption or other agreement or instrument delivered
to
the Trustee for execution by it, the Servicer shall deliver an Officer’s
Certificate signed by a Servicing Officer stating that the requirements of
this
Section 3.10 have been met in connection therewith. The Servicer shall notify
the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee the original of such substitution or
assumption agreement, which in the case of the original shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Servicer for entering
into
an assumption, modification or substitution of liability agreement will be
retained by the Servicer as additional servicing compensation.
| SECTION 3.11 |
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
(a) (i)The
Servicer shall use reasonable efforts to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the related Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. With respect
to
such of the Mortgage Loans as come into and continue in default, the Servicer
will decide whether to (i) foreclose upon the Mortgaged Properties securing
such
Mortgage Loans, (ii) write off the unpaid principal balance of the Mortgage
Loans as bad debt, (iii) take a deed in lieu of foreclosure, (iv) accept a
short
sale (a payoff of the Mortgage Loan for an amount less than the total amount
contractually owed in order to facilitate a sale of the Mortgaged Property
by
the Mortgagor) or permit a short refinancing (a payoff of the Mortgage Loan
for
an amount less than the total amount contractually owed in order to facilitate
refinancing transactions by the Mortgagor not involving a sale of the Mortgaged
Property), (v) arrange for a repayment plan, or (vi) agree to a modification
in
accordance with this Agreement. In connection with such decision, the Servicer
shall take such action as (i) the Servicer would take under similar
circumstances with respect to a similar mortgage loan held for its own account
for investment, (ii) shall be consistent with Accepted Servicing Practices,
(iii) the Servicer shall determine consistently with Accepted Servicing
Practices to be in the best interest of the Trustee and Certificateholders,
provided, that actions taken by the Servicer in connection with its servicing
of
the related First Mortgage Loan shall not be considered relevant to a
determination of whether the Servicer has met the standard set forth in this
clause (iii), so long as in the Servicer’s determination such action is not
materially adverse to the interests of the Certificateholders and (iv) is
consistent with the requirements of the insurer under any Required Insurance
Policy; provided, however, that such Servicer shall not be required to expend
its own funds in connection with any foreclosure or towards the restoration
of
any property unless it shall determine in its sole discretion (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of
the
related Mortgage Loan after reimbursement to itself of such expenses and (ii)
that such expenses will be recoverable to it through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Collection Account). The Servicer shall be responsible for all other costs
and
expenses incurred by it in any such proceedings; provided, however, that it
shall be entitled to reimbursement thereof from the liquidation proceeds with
respect to the related Mortgaged Property, as provided in the definition of
Liquidation Proceeds and as provided in Section 3.08(iv)(A).
(ii) Notwithstanding
anything to the contrary contained in this Agreement, with respect to any
Mortgage Loan that is ninety (90) days delinquent, the Servicer shall have
obtained or shall obtain a broker’s price opinion with respect to the related
Mortgaged Property and shall use all reasonable efforts to obtain a total
indebtedness balance (including, but not limited to, unpaid principal, interest,
escrows, taxes and expenses) for any related senior lien. The cost of obtaining
any such broker’s price opinion shall be reimbursable to the Servicer as a
Servicing Advance pursuant to Section 3.08(iii) or (iv). After obtaining the
related broker’s price opinion, the related Servicer will determine whether any
Significant Net Recovery is possible through foreclosure proceedings or other
liquidation of the related Mortgaged Property. If the Servicer determines that
(x) no Significant Net Recovery is possible or (y) the potential Net Recoveries
are anticipated to be an amount, determined by the Servicer in its good faith
judgment and in light of other mitigating circumstances, that is insufficient
to
warrant proceeding through foreclosure or other liquidation of the related
Mortgaged Property, it may, at its discretion, charge off such delinquent
Mortgage Loan in accordance with subsections (a)(iii) and (a)(iv) below.
(iii) With
respect to any Mortgage Loan, if the Servicer determines based on the broker’s
price opinion obtained under paragraph (a)(ii) above and other relevant
considerations that (x) no Significant Net Recovery is possible through
foreclosure proceedings or other liquidation of the related Mortgaged Property
or (y) the potential Net Recoveries are anticipated to be an amount, determined
by the related Servicer in its good faith judgment and in light of other
mitigating circumstances, that is insufficient to warrant proceeding through
foreclosure or other liquidation of the related Mortgaged Property, it will
be
obligated to charge off the related Mortgage Loan at the time such Mortgage
Loan
becomes 180 days delinquent. Once a Mortgage Loan has been charged off, the
Servicer will discontinue making Advances, the Servicer will not be entitled
to
any additional servicing compensation (except as described in paragraphs(a)(ii)
or (a)(iv) of this Section 3.11), the Charged Off Loan will give rise to a
Realized Loss, and the Servicer will follow the procedures described in
paragraph (a)(iv) below. If the Servicer determines that (x) a Significant
Net
Recovery is possible through foreclosure proceedings or other liquidation of
the
Mortgaged Property and (y) the potential Net Recoveries are anticipated to
be an
amount, determined by the Servicer in its good faith judgment and in light
of
other mitigating circumstances, that is sufficient to warrant proceeding through
foreclosure or other liquidation of the related Mortgaged Property, the Servicer
may continue to make Advances or Servicing Advances on the related Mortgage
Loan
that has become 180 days delinquent and, will notify the Credit Risk Manager
of
that decision.
(iv) Any
Mortgage Loan that becomes a Charged Off Loan may continue to be serviced by
the
Servicer for the Certificateholders Special Servicing. The Servicer, will
accrue, but not be entitled to, any Servicing Fees and reimbursement of expenses
in connection with such Charged Off Loans serviced
using Special Servicing,
except
to the extent of funds available from the aggregate amount of recoveries on
all
Charged Off Loans serviced using Special Servicing. Such aggregate recovery
amounts on the Mortgage Loans that are Charged Off Loans shall be paid to the
Servicer, first, as reimbursement of any outstanding and unpaid expenses, and
second, as any accrued and unpaid Servicing Fees. The Servicer will only be
entitled to previously accrued Servicing Fees and expenses on any such Charged
Off Loans that are serviced using Special Servicing. The Servicer will not
be
entitled to receive any future unaccrued Servicing Fees or expenses from
collections on such related Charged Off Loans. Any Charged Off Loan serviced
by
the Servicer using Special Servicing shall be so serviced until the Release
Date
described below. Any Net Recoveries on such Charged Off Loans received prior
to
the Release Date will be included in Available Funds.
On
the
date (the “Release Date”) which is no more than six months after the date on
which the Servicer begins servicing any Charged Off Loans using Special
Servicing unless specific Net Recoveries are anticipated by the Servicer on
a
particular Charged Off Loan (in which case the Release Date will be delayed
until all such specific anticipated Net Recoveries are received), such Charged
Off Loan will be released from the Trust Fund, will no longer be an asset of
any
REMIC, and will be transferred to the Class X-2 Certificateholders, without
recourse, and thereafter (i) those Holders (as identified with contact
information in writing to the Servicer by the Depositor) will be entitled to
any
amounts subsequently received in respect of any such Released Loans, subject
to
the Servicer’s fees described below, (ii) the Majority in Interest Class X-2
Certificateholder may designate any servicer to service any such Released Loan
subject to the Servicer’s fees described below, (iii) the Majority in Interest
Class X-2 Certificateholder may sell any such Released Loan to a third party
and
(iv) to the extent the servicing of such Released Loan is not transferred from
the Servicer, the servicing of such Charged Off Loans and the fees therefor
shall be governed by the most current servicing agreement between the Servicer
and the Seller. Notwithstanding the previous sentence, if at any time after
a
Mortgage Loan has been Charged Off and prior to six months after the date on
which the Servicer begins servicing such Charged Off Loan using Special
Servicing, the Servicer determines that there will not be any Net Recoveries
on
such Charged Off Loan under any circumstances, the Servicer may release such
Charged Off Loan to the Majority in Interest Class X-2 Certificateholder in
accordance with the provisions set forth in the previous sentence.
Notwithstanding
the foregoing, the procedures described above in this subsection 3.11(a)(iv)
relating to the treatment of Charged Off Loans may be modified at any time
at
the discretion of the Majority in Interest Class X-1 Certificateholder, with
the
consent of the Servicer which consents shall not be unreasonably withheld;
provided, however, that in no event shall the Majority in Interest Class X-1
Certificateholder change the fee structure relating to Charged Off Loans in
a
manner that would cause fees to be paid to the Servicer other than from
recoveries on Charged Off Loans.
The
Trustee shall track collections received by the Servicer on any Charged Off
Loans based upon loan level data provided to the Trustee by the Servicer on
each
Servicer Data Remittance Date in a report in the form of Exhibit U hereto,
identifying the Charged Off Loans as of the related Due Period that the Servicer
will continue to service until the related Release Date using Special Servicing.
On each Distribution Date, the Trustee shall verify, based on the recovery
and
expense information provided by the Servicer on the related Servicer Data
Remittance Date, (i) the aggregate amount of accrued and unpaid Servicing Fees
to be paid to the Servicer and expenses to be reimbursed to the Servicer, on
such Charged Off Loans as of the related Due Period and (ii) the amount of
Net
Recoveries on such Charged Off Loans for such Distribution Date. The Trustee
shall be entitled to rely, without independent verification, on the loan level
data provided by the Servicer that identifies the recovery amounts and the
outstanding and unpaid expenses on any Charged Off Loan in order to verify
the
amount in clause (ii) of the previous sentence. The Trustee will be responsible
for independently verifying the aggregate amount of accrued and unpaid Servicing
Fees described in clause (i) of the second preceding sentence to be paid to
the
Servicer.
(v) Notwithstanding
anything to the contrary contained in this Agreement, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the
Servicer has reasonable cause to believe that a Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the Trustee
otherwise requests, an environmental inspection or review of such Mortgaged
Property conducted by a qualified inspector shall be arranged for by the
Servicer. Upon completion of the inspection, the Servicer shall promptly provide
the Trustee with a written report of environmental inspection. It is understood
by the parties hereto that any cost related to such inspection shall be advanced
by the Servicer and will be deemed a Servicing Advance in accordance with the
provisions of Section 3.08 hereof.
(vi) In
the
event the environmental inspection report indicates that the Mortgaged Property
is contaminated by hazardous or toxic substances or wastes, the Servicer shall
not proceed with foreclosure or acceptance of a deed in lieu of foreclosure
if
the estimated costs of the environmental clean up, as estimated in the
environmental inspection report, together with the Servicing Advances made
by
the
Servicer
and the estimated costs of foreclosure or acceptance of a deed in lieu of
foreclosure exceeds the estimated value of the Mortgaged Property. If however,
the aggregate of such clean up and foreclosure costs and Servicing Advances
are
less than or equal to the estimated value of the Mortgaged Property, then the
Servicer may, in its reasonable judgment and in accordance with Accepted
Servicing Practices, choose to proceed with foreclosure or acceptance of a
deed
in lieu of foreclosure and the Servicer shall be reimbursed for all reasonable
costs associated with such foreclosure or acceptance of a deed in lieu of
foreclosure and any related environmental clean up costs, as applicable, from
the related Liquidation Proceeds, or if the Liquidation Proceeds are
insufficient to fully reimburse the Servicer, the Servicer shall be entitled
to
be reimbursed from amounts in the Collection Account pursuant to Section 3.08
hereof. In the event the Servicer does not proceed with foreclosure or
acceptance of a deed in lieu of foreclosure pursuant to the first sentence
of
this paragraph, the Servicer shall be reimbursed for all Servicing Advances
made
with respect to the related Mortgaged Property from the Collection Account
pursuant to Section 3.08 hereof, the Servicer shall have no further obligation
to service such Mortgage Loan under the provisions of this
Agreement.
(b) With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of U.S. Bank National Association (or in the case of a successor
trustee, the name of such successor trustee), the Trustee for the benefit of
the
Certificateholders of Home Equity Mortgage Trust Series 2006-6, or its nominee,
on behalf of the Certificateholders. The Trustee’s name shall be placed on the
title to such REO Property solely as the Trustee hereunder and not in its
individual capacity. Pursuant to its efforts to sell such REO Property, the
Servicer shall in accordance with Accepted Servicing Practices manage, conserve,
protect and operate each REO Property for the purpose of its prompt disposition
and sale. The Servicer, either itself or through an agent selected by the
Servicer, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property
in
the same locality as the REO Property is managed. The Servicer may rent such
property, as the Servicer deems to be in the best interest of the Trustee and
the Certificateholders for the period prior to the sale of such REO Property
on
such terms and conditions and for such periods as the Servicer deems to be
in
the best interest of the Trustee and the Certificateholders. The Servicer shall
furnish to the Trustee on or before each Distribution Date a statement with
respect to any REO Property covering the liquidation thereof during the previous
calendar month. That statement shall be accompanied by such other information
as
the Trustee shall reasonably request and which is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions.
The
net monthly rental income, if any, from such REO Property shall be deposited
in
the Collection Account no later than the close of business on each Determination
Date. The Servicer shall perform the tax reporting and withholding required
by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to the cancellation
of indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required, and delivering
the
same to the Trustee for filing.
To
the
extent consistent with Accepted Servicing Practices, the Servicer shall also
maintain on each REO Property fire and hazard insurance with extended coverage
in amount which is equal to the outstanding principal balance of the related
Mortgage Loan (as reduced by any amount applied as a reduction of principal
at
the time of acquisition of the REO Property), liability insurance and, to the
extent required and available under the Flood Disaster Protection Act of 1973,
as amended, flood insurance in the amount required above. Any costs incurred
by
the Servicer in maintaining such insurance shall be recoverable by the Servicer
as a Servicing Advance out of payments by the related Mortgagor or out of
Insurance Proceeds or Liquidation Proceeds. Notwithstanding anything to the
contrary in this paragraph, the Servicer shall be required to pay the costs
of
maintaining any insurance contemplated by this Section 3.11(b) only to the
extent that such advances, in the good faith judgment of the Servicer, will
be
recoverable.
(c) In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Servicer shall dispose of such Mortgaged Property prior to three years
after
the end of the calendar year of its acquisition by the Trust Fund unless (i)
the
Trustee shall have been supplied with an Opinion of Counsel to the effect that
the holding by the Trust Fund of such Mortgaged Property subsequent to such
three-year period will not result in the imposition of taxes on “prohibited
transactions” of any REMIC hereunder as defined in section 860F of the Code or
cause any REMIC hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to
hold
such Mortgaged Property (subject to any conditions contained in such Opinion
of
Counsel) or (ii) the applicable Servicer shall have applied for, prior to the
expiration of such three-year period, an extension of such three-year period
in
the manner contemplated by Section 856(e)(3) of the Code, in which case the
three-year period shall be extended by the applicable extension period. The
Servicer shall be entitled to be reimbursed from the Collection Account, as
a
Servicing Advance, for any costs incurred in obtaining such Opinion of Counsel.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust
Fund
in such a manner or pursuant to any terms that would (i) cause such Mortgaged
Property to fail to qualify as “foreclosure property” within the meaning of
section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the
imposition of any federal, state or local income taxes on the income earned
from
such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless
the Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
In
the
event of a default on a Mortgage Loan one or more of whose obligor is not a
United States Person, as that term is defined in Section 7701(a)(30) of the
Code, in connection with any foreclosure or acquisition of a deed in lieu of
foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the
related Servicer will cause compliance with the provisions of Treasury
Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure
that no withholding tax obligation arises with respect to the proceeds of such
foreclosure except to the extent, if any, that proceeds of such foreclosure
are
required to be remitted to the obligors on the Mortgage Loan.
(d) The
income earned from the management of any REO Properties, net of reimbursement
to
the Servicer for expenses incurred (including any property or other taxes)
in
connection with such management and net of applicable accrued and unpaid
Servicing Fees, and unreimbursed Advances and Servicing Advances, shall be
applied to the payment of principal and interest on the related defaulted
Mortgage Loans (with interest accruing as though such Mortgage Loans were still
current) and all such income shall be deemed, for all purposes in this
Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the Collection Account. To the extent
the net income received during any calendar month is in excess of the amount
attributable to amortizing principal and accrued interest at the related
Mortgage Rate on the related Mortgage Loan for such calendar month, such excess
shall be considered to be a partial prepayment of principal of the related
Mortgage Loan.
(e) The
proceeds from any liquidation of a Mortgage Loan, as well as any income from
an
REO Property, if applicable, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Advances; third, to reimburse the Collection Account for any Nonrecoverable
Advances (or portions thereof) that were previously withdrawn by the Servicer
pursuant to Section 3.08(iii) that related to such Mortgage Loan; fourth, to
accrued and unpaid interest (to the extent no Advance has been made for such
amount or any such Advance has been reimbursed) on the Mortgage Loan or related
REO Property, at the per annum rate equal to the related Mortgage Rate reduced
by the related Servicing Fee Rate, to the Due Date occurring in the month in
which such amounts are required to be distributed; and fifth, as a recovery
of
principal of the Mortgage Loan. Excess proceeds, if any, from the liquidation
of
a Liquidated Mortgage Loan will be retained by the Servicer as additional
servicing compensation pursuant to Section 3.14.
| SECTION 3.12 |
Trustee
to Cooperate; Release of Mortgage
Files.
|
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (or the
Custodian, as the case may be) by delivering, or causing to be delivered a
“Request for Release” substantially in the form of Exhibit M. Upon receipt of
such request, the Trustee (or the Custodian, as the case may be) shall within
three Business Days release the related Mortgage File to the Servicer, and
the
Trustee shall within three Business Days of the Servicer’s direction execute and
deliver to the Servicer the request for reconveyance, deed of reconveyance
or
release or satisfaction of mortgage or such instrument releasing the lien of
the
Mortgage in each case provided by the Servicer, together with the Mortgage
Note
with written evidence of cancellation thereon. The Servicer is authorized to
cause the removal from the registration on the MERS® System of such Mortgage, if
applicable, and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction
or
cancellation or of partial or full release. Expenses incurred in connection
with
any instrument of satisfaction or deed of reconveyance shall be chargeable
to
the related Mortgagor to the extent permitted by law and otherwise shall
constitute a Servicing Advance. From time to time and as shall be appropriate
for the servicing or foreclosure of any Mortgage Loan, including for such
purpose, collection under any policy of flood insurance, any fidelity bond
or
errors or omissions policy, or for the purposes of effecting a partial release
of any Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, within three Business Days
of
delivery to the Trustee (or the Custodian, as the case may be) of a Request
for
Release in the form of Exhibit M signed by a Servicing Officer, release the
Mortgage File to the Servicer. Subject to the further limitations set forth
below, the Servicer shall cause the Mortgage File or documents so released
to be
returned to the Trustee (or the Custodian, as the case may be) when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Collection Account,
in
which case the Servicer shall deliver to the Trustee (or the Custodian, as
the
case may be) a Request for Release in the form of Exhibit M, signed by a
Servicing Officer.
If
the
Servicer at any time seeks to initiate a foreclosure proceeding in respect
of
any Mortgaged Property as authorized by this Agreement, the Servicer shall,
if
applicable, deliver or cause to be delivered to the Trustee, for signature,
as
appropriate, any court pleadings, requests for trustee’s sale or other documents
(which, if acceptable by the related court, may be copies) necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by
the
Mortgage Note or the Mortgage or otherwise available at law or in
equity.
| SECTION 3.13 |
Documents,
Records and Funds in Possession of the Servicer to be Held for the
Trustee.
|
Notwithstanding
any other provisions of this Agreement, the Servicer shall transmit to the
Trustee as required by this Agreement all documents and instruments in respect
of a Mortgage Loan coming into the possession of the Servicer from time to
time
required to be delivered to the Trustee pursuant to the terms hereof and shall
account fully to the Trustee for any funds received by the Servicer or which
otherwise are collected by the Servicer as Liquidation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected
or held by, or under the control of, the Servicer in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from
Liquidation Proceeds, including but not limited to, any funds on deposit in
a
Collection Account, shall be held by the Servicer for and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Servicer also agrees
that it shall not create, incur or subject any Mortgage File or any funds that
are deposited in the Collection Account, Certificate Account or any related
Escrow Account, or any funds that otherwise are or may become due or payable
to
the Trustee for the benefit of the Certificateholders, to any claim, lien (other
than the lien of a related First Mortgage Loan), security interest, judgment,
levy, writ of attachment or other encumbrance, or assert by legal action or
otherwise any claim or right of setoff against any Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that
the
Servicer shall be entitled to set off against and deduct from any such funds
any
amounts that are properly due and payable to the Servicer under this
Agreement.
| SECTION 3.14 |
Servicing
Fee.
|
As
compensation for its services hereunder, the Servicer shall be entitled to
withdraw from the Collection Account or to retain from interest payments on
the
related Mortgage Loans the amount of its Servicing Fee for each Mortgage Loan,
less any amounts in respect of its Servicing Fee payable by the Servicer
pursuant to Section 3.05(b)(vi). The Servicing Fee is limited to, and payable
solely from, the interest portion of such Scheduled Payments collected by the
Servicer or as otherwise provided in Section 3.08.
Additional
servicing compensation in the form of Ancillary Income, Prepayment Interest
Excess and any excess proceeds upon the liquidation of a Mortgaged Property
(to
the extent not required to be remitted to the related Mortgagor) shall be
retained by the Servicer. The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder (including
the payment of any expenses incurred in connection with any Subservicing
Agreement entered into pursuant to Section 3.02) and shall not be entitled
to
reimbursement thereof except as specifically provided for in this
Agreement.
| SECTION 3.15 |
Access
to Certain Documentation.
|
The
Servicer shall provide to the OTS and the FDIC and to comparable regulatory
authorities supervising Holders of Subordinate Certificates and the examiners
and supervisory agents of the OTS, the FDIC and such other authorities, access
to the documentation regarding the related Mortgage Loans required by applicable
regulations of the OTS and the FDIC. Such access shall be afforded without
charge, but only upon reasonable and prior written request and during normal
business hours at the offices designated by the Servicer. Nothing in this
Section shall limit the obligation of the Servicer to observe any applicable
law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Servicer to provide access as provided in this Section as a result of
such obligation shall not constitute a breach of this Section. Nothing in this
Section 3.15 shall require the Servicer to collect, create, collate or otherwise
generate any information that it does not generate in its usual course of
business.
| SECTION 3.16 |
Annual
Statement as to Compliance.
|
Not
later
than March 10 of each calendar year beginning in 2007 (and no later than April
15 of any calendar year in which the Trust Fund is no longer subject to the
Exchange Act reporting requirements), the Servicer and any Special Servicer
shall deliver to the Depositor and the Trustee an Officer’s Certificate (an
“Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a
review of the activities of the Servicer or any Special Servicer during the
preceding calendar year and of the performance of the Servicer under this
Agreement has been made under such officer’s supervision, and (ii) to the best
of such officer’s knowledge, based on such review, such Servicer or any Special
Servicer has fulfilled all its obligations under this Agreement in all material
respects throughout such year, or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known
to
such officer and the nature and status of the failure. Such Annual Statement
of
Compliance shall contain no restrictions or limitations on its use. If the
Trustee or the Depositor has not received the related Annual Statement of
Compliance by March 10 of the related year (and no later than April 15 of any
calendar year in which the Trust Fund is no longer subject to the Exchange
Act
reporting requirements), such party shall notify the Servicer by telephone
and
email, or by telephone and fax, of such failure.
| SECTION 3.17 |
Assessments
of Compliance and Attestation
Reports.
|
On
and
after January 1, 2006, the Servicer and any Special Servicer shall service
and
administer the related Mortgage Loans in accordance with all applicable
requirements of the Servicing Criteria. The Servicer and any Special Servicer
shall deliver to the Trustee and the Depositor on or before March 10 of each
calendar year beginning in 2007 (and no later than April 15 of any calendar
year
in which the Trust Fund is no longer subject to the Exchange Act reporting
requirements), a report (an “Assessment of Compliance”) regarding the Servicer’s
or any Special Servicer’s assessment of compliance with the Servicing Criteria
during the preceding calendar year as required by Rules 13a-18 and 15d-18 of
the
Exchange Act and Item 1122 of Regulation AB, which as of the date hereof,
require a report by an authorized officer of the related Servicer or the Special
Servicer that contains the following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the Servicer or any Special
Servicer;
(b) A
statement by such officer that such officer used the Servicing Criteria to
assess compliance with the Servicing Criteria applicable to the Servicer or
any
Special Servicer;
(c) An
assessment by such officer of the Servicer’s or any Special Servicer’s
compliance with the applicable Servicing Criteria for the period consisting
of
the preceding calendar year, including disclosure of any material instance
of
noncompliance with respect thereto during such period, which assessment shall
be
based on the activities it performs with respect to asset-backed securities
transactions taken as a whole involving the Servicer or any Special Servicer,
that are backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the Servicer’s or any Special Servicer’s Assessment of Compliance for
the period consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Servicer or any Special Servicer, which statement shall be based on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Servicer or any Special Servicer, that are backed
by the same asset type as the Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on a
certification substantially in the form of Exhibit EE hereto delivered to the
Trustee and the Depositor concurrently with the execution of this Agreement.
If
the Trustee or the Depositor has not received the related Assessment of
Compliance by March 10 of the related year (and no later than April 15 of any
calendar year in which the Trust Fund is no longer subject to the Exchange
Act
reporting requirements), such party shall notify the Servicer or Special
Servicer by telephone and email, or by telephone and fax, of such
failure.
On
or
before March 10 of each calendar year beginning in 2007 (and no later than
April
15 of any calendar year in which the Trust Fund is no longer subject to the
Exchange Act reporting requirements), the Servicer and any Special Servicer
shall furnish to the Trustee and the Depositor a report (an “Attestation
Report”) by a registered public accounting firm that attests to, and reports on,
the Assessment of Compliance made by the Servicer or any Special Servicer,
as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of
Regulation AB, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board. If the Trustee or the Depositor has not received
the
related Attestation Report by March 10 of the related year (and no later than
April 15 of any calendar year in which the Trust Fund is no longer subject
to
the Exchange Act reporting requirements), such party shall notify the Servicer
or Special Servicer by telephone and email, or by telephone and fax, of such
failure.
The
Servicer shall cause any Subservicer to which the Servicer delegated any of
its
responsibilities with respect to the the Mortgage Loans and each Subcontractor
determined by the Servicer to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee
and
the Depositor an assessment of compliance and accountants’ attestation by March
10 of any calendar year during which the Trust Fund is subject to the Exchange
Act reporting requirements.
For
so
long as the Trust Fund is subject to the Exchange Act reporting requirements,
the Trustee shall also provide to the Depositor an Assessment of Compliance
and
Attestation Report with respect to itself, as and when provided above by March
15, which shall address each of the Servicing Criteria specified on Exhibit
EE
hereto which are indicated as applicable to the “trustee.”
| SECTION 3.18 |
Maintenance
of Fidelity Bond and Errors and Omissions
Insurance.
|
The
Servicer shall maintain with responsible companies, at its own expense, a
blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating
to
the Mortgage Loans (“Servicer Employees”). The amount of coverage under any such
Fidelity Bond and Errors and Omissions Insurance Policy shall be at least equal
to the coverage maintained by the Servicer in order to be acceptable to ▇▇▇▇▇▇
▇▇▇ or ▇▇▇▇▇▇▇ Mac to service loans for it or otherwise in an amount as is
commercially available at a cost that is generally not regarded as excessive
by
industry standards. No provision of this Section 3.18 requiring such Fidelity
Bond and Errors and Omissions Insurance Policy shall diminish or relieve the
Servicer from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such bond and insurance policy shall be at least
equal to the corresponding amounts required by ▇▇▇▇▇▇ Mae. Upon the request
of
the Trustee, the Servicer shall cause to be delivered to the Trustee a
certificate of insurance of the insurer and the surety including a statement
from the surety and the insurer that such fidelity bond and insurance policy
shall in no event be terminated or materially modified without 30 days’ prior
written notice to the Trustee.
| SECTION 3.19 |
Duties
of the Credit Risk Manager.
|
The
Depositor appoints ▇▇▇▇▇▇▇ Fixed Income Services Inc. (formerly known as The
Murrayhill Company) as Credit Risk Manager. For and on behalf of the Depositor
and the Trustee, the Credit Risk Manager will provide the Depositor with reports
and recommendations concerning Mortgage Loans that are past due, as to which
there has been commencement of foreclosure, as to which there has been
forbearance in exercise of remedies which are in default, as to which obligor
is
the subject of bankruptcy, receivership, or an arrangement of creditors, or
as
to which have become REO Properties. Such reports and recommendations will
be
based upon information provided to the Credit Risk Manager pursuant to the
Credit Risk Management Agreements and the Credit Risk Manager shall look solely
to the Servicer for all information and data (including loss and delinquency
information and data) and loan level information and data relating to the
servicing of the Mortgage Loans. If the Credit Risk Manager is no longer able
to
perform its duties hereunder, the Depositor shall terminate the Credit Risk
Manager and cause the appointment of a successor Credit Risk Manager. Upon
any
termination of the Credit Risk Manager or the appointment of a successor Credit
Risk Manager, the Depositor shall give written notice thereof to the Seller,
the
Servicer, the Trustee and each Rating Agency. Notwithstanding the foregoing,
the
termination of the Credit Risk Manager pursuant to this Section 3.19 shall
not
become effective until the appointment of a successor Credit Risk
Manager.
| SECTION 3.20 |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of the directors, officers, employees or agents
of the Credit Risk Manager, shall be under any liability to the Trustee, the
Certificateholders or the Depositor for any action taken or for refraining
from
the taking of any action in good faith pursuant to this Agreement, in reliance
upon information provided by the Servicer under the Credit Risk Management
Agreements or of errors in judgment; provided, however, that this provision
shall not protect the Credit Risk Manager or any such person against liability
that would otherwise be imposed by reason of willful malfeasance, bad faith
or
gross negligence in its performance of its duties under this Agreement or the
Credit Risk Manager Agreements. The Credit Risk Manager and any director,
officer, employee or agent of the Credit Risk Manager may rely in good faith
on
any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder, and may rely in good faith
upon
the accuracy of information furnished by the Servicer pursuant to the Credit
Risk Management Agreements in the performance of its duties thereunder and
hereunder.
| SECTION 3.21 |
Advance
Facility.
|
(a) The
Servicer is hereby authorized to enter into a financing or other facility (any
such arrangement, an “Advance Facility”) under which (1) the Servicer assigns or
pledges to another Person (an “Advancing Person”) the Servicer’s rights under
this Agreement to be reimbursed for any Advances or Servicing Advances and/or
(2) an Advancing Person agrees to fund some or all Advances and/or Servicing
Advances required to be made by the Servicer pursuant to this Agreement. The
Servicer is hereby authorized to assign its rights to the Servicing Fee; it
being understood that neither the Trust Fund nor any party hereto shall have
a
right or claim (including without limitation any right of offset) to the portion
of the Servicing Fee so assigned. No consent of the Trustee, Certificateholders
or any other party is required before the Servicer may enter into an Advance
Facility; provided,
however,
that
the consent of the Trustee (which consent shall not be unreasonably withheld)
shall be required before the Servicer may cause to be outstanding at one time
more than one Advance Facility with respect to Advances or more than one Advance
Facility with respect to Servicing Advances. Notwithstanding the existence
of
any Advance Facility under which an Advancing Person agrees to fund Advances
and/or Servicing Advances on the Servicer’s behalf, the Servicer, shall remain
obligated pursuant to this Agreement to make Advances and Servicing Advances
pursuant to and as required by this Agreement, and shall not be relieved of
such
obligations by virtue of such Advance Facility. If the Servicer enters into
an
Advance Facility, and for so long as an Advancing Person remains entitled to
receive reimbursement for any Advances or Servicing Advances outstanding and
previously unreimbursed pursuant to this Agreement, then the Servicer may elect,
by providing written notice to the Trustee, not to be permitted to reimburse
itself for Advances and/or Servicing Advances, as applicable, pursuant to
Section 3.08 of this Agreement, but following any such election the Servicer
shall be required to include amounts collected that would otherwise be retained
by the Servicer to reimburse it for previously unreimbursed Advances (“Advance
Reimbursement Amounts”) and/or previously unreimbursed Servicing Advances
(“Servicing Advance Reimbursement Amounts” and together with Advance
Reimbursement Amounts, “Reimbursement Amounts”) (in each case to the extent such
type of Reimbursement Amount is included in the Advance Facility) in the
remittance to the Trustee made pursuant to this Agreement to the extent of
amounts on deposit in the Collection Account on the related Servicer Cash
Remittance Date. Notwithstanding anything to the contrary herein, in no event
shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts
be included in Interest Remittance Amounts or Principal Remittance Amounts
or
distributed to Certificateholders. The Servicer, if making the election set
forth herein, shall report to the Trustee the portions of the Reimbursement
Amounts that consist of Advance Reimbursement Amounts and Servicing Advance
Reimbursement Amounts, respectively.
(b) If
the
Servicer enters into an Advance Facility and makes the election set forth in
Section 3.21(a), the Servicer and the related Advancing Person shall deliver
to
the Trustee a written notice and payment instruction (an “Advance Facility
Notice”), providing the Trustee with written payment instructions as to where to
remit Advance Reimbursement Amounts and/or Servicing Advance Reimbursement
Amounts (each to the extent such type of Reimbursement Amount is included within
the Advance Facility) on subsequent Distribution Dates. The payment instruction
shall require the applicable Reimbursement Amounts to be distributed to the
Advancing Person or to a trustee or custodian (an “Advance Facility Trustee”)
designated in the Advance Facility Notice. An Advance Facility Notice may only
be terminated by the joint written direction of the Servicer and the related
Advancing Person (and any related Advance Facility Trustee); provided,
however,
that
the provisions of this Section 3.21 shall cease to be applicable when all
Advances and Servicing Advances funded by an Advancing Person, and when all
Advances and Servicing Advances (the rights to be reimbursed for which have
been
assigned or pledged to an Advancing Person), have been repaid to the related
Advancing Person in full.
(c) Reimbursement
Amounts shall consist solely of amounts in respect of Advances and/or Servicing
Advances made with respect to the Mortgage Loans for which the Servicer would
be
permitted to reimburse itself in accordance with Section 3.08(ii), (iii) and
(iv) hereof, assuming the Servicer had made the related Advance(s) and/or
Servicing Advance(s). Notwithstanding the foregoing, no Person shall be entitled
to reimbursement from funds held in the Collection Account for future
distribution to Certificateholders pursuant to the provisions of Section 4.01.
The Trustee shall not have any duty or liability with respect to the calculation
of any Reimbursement Amount and shall be entitled to rely without independent
investigation on the Advance Facility Notice and on the Servicer’s report of the
amount of Advance Reimbursement Amounts and Servicing Advance Reimbursement
Amounts that were included in the remittance from the Servicer to the Trustee
pursuant to Section 3.08(viii). The Servicer shall maintain and provide to
any
successor Servicer a detailed accounting on a loan-by-loan basis as to amounts
advanced by, pledged or assigned to, and reimbursed to any Advancing Person.
The
successor Servicer shall be entitled to rely on any such information provided
by
the Servicer and the successor Servicer shall not be liable for any errors
in
such information.
(d) An
Advancing Person who receives an assignment or pledge of the rights to be
reimbursed for Advances and/or Servicing Advances, and/or whose obligations
hereunder are limited to the funding of Advances and/or Servicing Advances
shall
not be required to meet the criteria for qualification of a Subservicer set
forth in Section 3.02 hereof.
(e) With
respect to any Advance Facility pursuant to which the Servicer has made the
election set forth in Section 3.21(a), the documentation establishing any
Advance Facility shall require that Reimbursement Amounts distributed with
respect to each Mortgage Loan be allocated to outstanding unreimbursed Advances
or Servicing Advances (as the case may be) made with respect to that Mortgage
Loan on a “first-in, first-out” (FIFO) basis. Such documentation shall also
require the Servicer to provide to the related Advancing Person or Advance
Facility Trustee loan-by-loan information with respect to each Reimbursement
Amount distributed by the Trustee to such Advancing Person or Advance Facility
Trustee on each Distribution Date, to enable the Advancing Person or Advance
Facility Trustee to make the FIFO allocation of each Reimbursement Amount with
respect to each Mortgage Loan. The Servicer shall remain entitled to be
reimbursed by the Advancing Person or Advance Facility Trustee for all Advances
and Servicing Advances funded by the Servicer to the extent the related rights
to be reimbursed therefor have not been assigned or pledged to an Advancing
Person.
(f) If
the
Servicer enters into an Advance Facility, the Servicer shall indemnify the
Trustee and the Trust and any successor Servicer, as applicable, from and
against any claims, losses, liabilities or damages resulting from any claim
by
the related Advancing Person, except to the extent that such claim, loss,
liability or damage resulted from or arose out of negligence, recklessness
or
willful misconduct on the part of the successor Servicer or the Trustee, or
failure by the successor Servicer or the Trustee to remit funds as required
by
Section 3.21(b). Any amendment to this Section 3.21 or to any other provision
of
this Agreement that may be necessary or appropriate to effect the terms of
an
Advance Facility as described generally in this Section 3.21, including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Trustee, the Seller and the Servicer without the consent of any
Certificateholder notwithstanding anything to the contrary in Section 10.01
of
or elsewhere in this Agreement.
| SECTION 3.22 |
Special
Serviced Mortgage Loans
|
(a) The
Holder of the largest Percentage Interest of Class X-1 Certificates may, at
its
discretion, appoint a Special Servicer; provided, that any such Special Servicer
shall meet all the requirements of a Servicer under this Agreement and shall
comply in all respects with the applicable provisions of this Agreement. The
Class X-1 Certificateholder shall notify the Trustee and the Depositor upon
the
appointment of a Special Servicer and the Trustee shall notify the Servicer
of
such appointment.
The
Class
X-1 Certificateholder shall not appoint a Special Servicer under the terms
of
this Agreement with respect to any Mortgage Loans unless:
(i)such
Special Servicer first agrees in writing with the Class X-1 Certificateholder
to
deliver an Annual Statement of Compliance in such manner and at such times
as
required by Section 3.16 of this Agreement;
(ii)such
Special Servicer first agrees in writing with the Class X-1 Certificateholder
to
deliver an Assessment of Compliance and an Accountant’s Attestation in such
manner and at such times as required by Section 3.17 of this Agreement;
and
(iii)such
Special Servicer agrees to indemnify and hold harmless each of the Depositor
and
the Trustee and each Person, if any, who “controls” the Depositor or the Trustee
within the meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs, fees and expenses that such Person may sustain arising out
of
third party claims based on (i) the failure of such Special Servicer to deliver
or cause to be delivered when required any Officer’s Certificate pursuant to
Section 8.12(c), Annual Statement of Compliance pursuant to Section 3.16 or
the
Assessment of Compliance pursuant to Section 3.17, or (ii) any material
misstatement or omission contained in any Officer’s Certificate provided
pursuant to Section 8.12(c), in the Annual Statement of Compliance delivered
pursuant to Section 3.16 or in the Assessment of Compliance delivered pursuant
to Section 3.17.
(b) The
Majority in Interest Class X-1 Certificateholder may (but is not obligated
to)
direct any Special Servicer to assume the servicing from the Servicer (a
“Transferring Servicer”) of any Mortgage Loan 90 days or more delinquent. Such
Special Servicer shall thereupon assume all of the rights and obligations of
the
Transferring Servicer, as Servicer, hereunder arising thereafter and the
Transferring Servicer shall have no further rights or obligations, as Servicer,
hereunder with respect to such Mortgage Loan (except that such Special Servicer
shall not be (i) liable for losses of the Transferring Servicer pursuant to
Section 3.09 hereof or for any acts or omissions of the Transferring Servicer
hereunder prior to the servicing transfer date, (ii) obligated to effectuate
repurchases or substitutions of Mortgage Loans hereunder including, but not
limited to, repurchases or substitutions of Mortgage Loans pursuant to Section
2.02 or 2.03 hereof or (iii) deemed to have made any representations and
warranties of the Transferring Servicer hereunder). Upon the transfer of the
servicing of any such Mortgage Loan to a Special Servicer, such Special Servicer
shall be entitled to the applicable Servicing Fee and other compensation
accruing after the servicing transfer date with respect to such Mortgage Loans
pursuant to Section 3.14.
In
connection with the transfer of the servicing of any Mortgage Loan to a Special
Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall
deliver to such Special Servicer all documents and records relating to such
Mortgage Loans and an accounting of amounts collected or held by it and
otherwise use its best efforts to effect the orderly and efficient transfer
of
the servicing to such Special Servicer. On the servicing transfer date, such
Special Servicer shall reimburse the Transferring Servicer for all unreimbursed
Advances, Servicing Advances and Servicing Fees relating to the Mortgage Loans
for which the servicing is being transferred. A Special Servicer shall be
entitled to be reimbursed pursuant to Section 3.08 or otherwise pursuant to
this
Agreement for all such Advances, Servicing Advances and Servicing Fees paid
by
the Transferring Servicer pursuant to this Section 3.22. In addition, a Special
Servicer shall notify the Trustee of such transfer and the effective date of
such transfer, and amend the Mortgage Loan Schedule to reflect that such
Mortgage Loans are Special Serviced Mortgage Loans.
(c) The
Majority in Interest Class X-1 Certificateholder, may (but is not obligated
to)
direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage
Loan that is delinquent in payment 90 or more days for the purpose of loss
mitigation or (b) any Mortgage Loan with respect to which there has been
initiated legal action or other proceedings for the foreclosure of the related
Mortgaged Property either judicially or non-judicially, in each case, provided
that the Servicer has the right to transfer the related servicing rights without
the payment of any compensation to a Subservicer. Any such purchase shall be
made by such Special Servicer at a price equal to the Repurchase Price for
such
Mortgage Loan. The Servicer shall be entitled to reimbursement from such Special
Servicer for all expenses incurred by it in connection with the transfer of
any
Mortgage Loan to such Special Servicer pursuant to this Section 3.22(c). A
Special Servicer shall notify the Servicer of its intent to repurchase any
Mortgage Loan pursuant to this Section 3.22(c) at least 45 days prior to such
repurchase. Any Special Servicer shall notify the Servicer in writing of any
purchase of Mortgage Loans pursuant to this Section 3.22(c).
SECTION
3.23 Basis
Risk Reserve Fund.
(a) On
the
Closing Date, the Trustee shall establish and maintain in its name, in trust
for
the benefit of the Holders of the Class A Certificates and Class M Certificates,
the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible
Account, and funds on deposit therein shall be held separate and apart from,
and
shall not be commingled with, any other moneys, including without limitation,
other moneys held by the Trustee pursuant to this Indenture.
(b) On
the
Closing Date, $1,000 will be deposited by the Depositor into the Basis Risk
Reserve Fund. On each Distribution Date, the Trustee shall transfer from the
Certificate Account to the Basis Risk Reserve Fund pursuant to Section
4.02(b)(iv)BB., the Required Reserve Fund Deposit. Amounts on deposit in the
Basis Risk Reserve Fund may be withdrawn by the Trustee in connection with
any
Distribution Date to fund the amounts required to be distributed to holders
of
the Class A Certificates and Class M Certificates pursuant to Section
4.02(b)(iv)M. through V. to the extent Monthly Excess Cashflow on such date
are
insufficient to make such payments. Any such amounts distributed shall be
treated for federal tax purposes as amounts distributed by REMIC 5 to the Class
X-1 Certificateholders. On any Distribution Date, any amounts on deposit in
the
Basis Risk Reserve Fund in excess of the Required Reserve Fund Amount shall
be
distributed to the Class X-1 Certificateholder pursuant to Section
4.02(b)(iv)Y.
(c) [reserved];
(d) Funds
in
the Basis Risk Reserve Fund may be invested in Eligible Investments by the
Trustee at the written direction of the Majority in Interest Class X-1
Certificates. Any net investment earnings on such amounts shall be payable
to
the Holder of the Class X-1 Certificates on each Distribution Date. In the
absence of such written direction, all funds in the Basis Risk Reserve Fund
shall be invested by the Trustee in the First American Prime Obligations Fund,
Class A. Amounts held in the Basis Risk Reserve Fund from time to time shall
continue to constitute assets of the Trust Fund, but not of REMIC 1, REMIC
2,
REMIC 3 or REMIC 4, until released from the Basis Risk Reserve Fund pursuant
to
this Section 3.23. The Basis Risk Reserve Fund constitutes an “outside reserve
fund” within the meaning of Treasury Regulation §1.860G-2(h) and is not an asset
of REMIC 1, REMIC 2, REMIC 3 or REMIC 4. For all federal tax purposes, amounts
transferred by REMIC 4 to the Basis Risk Reserve Fund shall be treated as
amounts distributed by REMIC 4 to the Class X-1 Certificateholders. It is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Basis Risk Reserve Fund be disregarded as
an
entity separate from the Holder of the Class X-1 Certificates unless and until
the date when either (a) there is more than one Class X-1 Certificateholder
or
(b) any Class of Certificates in addition to the Class X-1 Certificates is
recharacterized as an equity interest in the Basis Risk Reserve Fund for federal
income tax purposes, in which case it is the intention of the parties hereto
that, for federal and state income and state and local franchise tax purposes,
the Basis Risk Reserve Fund be treated as a partnership. The Trustee shall
have
no liability for losses on investments in Eligible Investments made pursuant
to
this Section 3.23(d) (other than as obligor on any such investments). Upon
termination of the Trust Fund, any amounts remaining in the Basis Risk Reserve
Fund shall be distributed to the Holder of the Class X-1 Certificates in the
same manner as if distributed pursuant to Section 4.02(b)(iv)Y.
hereof.
(e) On
the
Distribution Date immediately after the Distribution Date on which the aggregate
Class Principal Balance of the Class A Certificates and Class M Certificates
equals zero, any amounts on deposit in the Basis
Risk Reserve Fund
not
payable on the Class A Certificates and Class M Certificates shall be
distributed to the Holder of the Class X-1 Certificates in the same manner
as if
distributed pursuant to Section 4.02(b)(iv)Y. hereof.
ARTICLE
IV
DISTRIBUTIONS
AND
ADVANCES
BY THE SERVICER
| SECTION 4.01 |
Advances
by the Servicer.
|
The
Servicer shall deposit in the Collection Account an amount equal to all
Scheduled Payments (with interest at the Mortgage Rate less the Servicing Fee
Rate) which were due but not received on the Mortgage Loans during the
applicable Due Period; provided however, that with respect to any Balloon Loan
that is delinquent on its maturity date, the Servicer will not be required
to
advance the related balloon payment but will be required to continue to make
Advances in accordance with this Section 4.01 with respect to such Balloon
Loan
in an amount equal to an assumed scheduled payment that would otherwise be
due
based on the original amortization schedule for that Mortgage Loan (with
interest at the Mortgage Rate less the Servicing Fee Rate). The Servicer will
not be required, however, to make any Advances with respect to reductions in
the
amount of the Scheduled Payments on the Mortgage Loans due to bankruptcy
proceedings or the application of the Relief Act.
The
Servicer’s obligation to make such Advances as to any Mortgage Loan will
continue through the last Scheduled Payment due prior to the payment in full
of
such Mortgage Loan, or through the date that the related Mortgaged Property
has,
in the judgment of the Servicer, been completely liquidated; provided however,
that such obligation with respect to any Mortgage Loan shall cease if the
Servicer determines, in its reasonable opinion, that Advances with respect
to
such Mortgage Loan are Nonrecoverable Advances; provided that the Servicer
will
be required to make Advances until the earlier of (i) the time at which the
related Mortgage Loan becomes 120 days delinquent or (ii) the time at which
the
Servicer determines that such Advances with respect to such Mortgage Loan are
Nonrecoverable Advances. In the event that such Servicer determines that any
such Advances are Nonrecoverable Advances, such Servicer shall provide the
Trustee with a certificate signed by a Servicing Officer evidencing such
determination.
If
an
Advance is required to be made hereunder, the Servicer shall on the second
Business Day immediately preceding the Distribution Date immediately following
the related Determination Date either (i) deposit in the Collection Account
from
its own funds an amount equal to such Advance, (ii) cause to be made an
appropriate entry in the records of the Collection Account that funds in such
account being held for future distribution or withdrawal have been, as permitted
by this Section 4.01, used by the Servicer to make such Advance or (iii) make
Advances in the form of any combination of clauses (i) and (ii) aggregating
the
amount of such Advance. Any such funds being held in a Collection Account for
future distribution and so used shall be replaced by the Servicer from its
own
funds by deposit in such Collection Account on or before any future Distribution
Date in which such funds would be due. The Servicer shall be entitled to be
reimbursed from the Collection Account for all Advances of its own funds made
pursuant to this Section as provided in Section 3.08.
| SECTION 4.02 |
Priorities
of Distribution.
|
(a) On
each
Distribution Date, prior to making distributions to the holders of the
Certificates, the Trustee first, shall pay itself the Trustee’s Fee for such
Distribution Date and second, shall pay the Credit Risk Manager the Credit
Risk
Manager Fee for such Distribution Date.
(b) With
respect to the Available Funds, on each Distribution Date, the Trustee shall
withdraw such Available Funds from the Certificate Account and based on the
information provided to it by the Servicer, apply such funds to distributions
on
the Certificates in the following order and priority and, in each case, to
the
extent of such Available Funds remaining:
(i) On
each
Distribution Date, the Trustee shall distribute the Interest Remittance Amount
for both Loan Groups for such date in the following order of
priority:
| A. |
to
the Class X-S Certificates, the aggregate Excess Servicing Fee for
such
Distribution Date;
|
| B. |
to
the Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class A-R and
Class P
Certificates, concurrently and pro rata, Current Interest and any
Carryforward Interest, as applicable, for each such Class and such
Distribution Date; provided that (a) the Class 1A-1 Certificates
receive
interest from the Interest Remittance Amount for Loan Group 1 before
any
interest is allocated to such Class from the Interest Remittance
Amount
for Loan Group 2 and (b) the Class 2A-1, Class 2A-2, Class 2A-3,
Class A-R
and Class P Certificates receive interest from the Interest Remittance
Amount for Loan Group 2 before any interest is allocated to such
Classes
from the Interest Remittance Amount for Loan Group
1;
|
| C. |
to
the Class M-1 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| D. |
to
the Class M-2 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| E. |
to
the Class M-3 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| F. |
to
the Class M-4 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| G. |
to
the Class M-5 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| H. |
to
the Class M-6 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| I. |
to
the Class M-7 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| J. |
to
the Class M-8 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| K. |
to
the Class M-9 Certificates, first, from the Interest Remittance Amount
for
Loan Group 2 and then from Interest Remittance Amount for Loan Group
1,
Current Interest and any Carryforward Interest for such Class and
such
Distribution Date;
|
| L. |
on
the Distribution Dates occurring in January 2007, February 2007 and
March
2007, to the Depositor an amount equal to the amount received during
the
related Due Period which constitutes Subsequent Mortgage Loan Interest;
and
|
| M. |
for
application in the same manner as the Monthly Excess Cashflow for
such
Distribution Date as provided in clause (iv) of this Section 4.02(b),
any
Interest Remittance Amount remaining after application pursuant to
clauses
A. through L. above.
|
(ii) On
each
Distribution Date (a) prior to the Stepdown Date or (b) with respect to which
a
Trigger Event has occurred, the Trustee shall distribute the Principal Payment
Amount for such date in the following order of priority:
| A. |
commencing
on the Distribution Date in March 2012, from the Principal Remittance
Amount for Loan Group 2, to the Class P Certificates, until the Class
Principal Balance of such class has been reduced to
zero;
|
| B. |
(a)from
the Principal Remittance Amount derived from Loan Group 1, sequentially
as
follows: first, to (x) the Class 1A-1 Certificates, until the Class
Principal Balance thereof has been reduced to zero and then second
to
(y)(i) on each Distribution Date prior to the Credit Support Depletion
Date, the Class A-R, Class 2A-1, Class 2A-2, and Class 2A-3 Certificates,
in that order, in each case until the Class Principal Balance thereof
has
been reduced to zero and (ii) on each Distribution Date on or after
the
Credit Support Depletion Date, the Class A-R, Class 2A-1, Class 2A-2,
and
Class 2A-3 Certificates, pro rata, in each case, until the Class
Principal
Balance thereof has been reduced to
zero;
|
(b) from
the
Principal Remittance Amount derived from Loan Group 2, sequentially as follows:
first, to (x)(i) on each Distribution Date prior to the Credit Support Depletion
Date, the Class A-R, Class 2A-1, Class 2A-2, and Class 2A-3 Certificates, in
that order, in each case, until the Class Principal Balance thereof has been
reduced to zero and (ii) on each Distribution Date on or after the Credit
Support Depletion Date, the Class A-R, Class 2A-1, Class 2A-2, and Class 2A-3
Certificates, pro rata, in each case, until the Class Principal Balance thereof
has been reduced to zero and then second to (y) the Class 1A-1 Certificates
until the Class Principal Balance thereof has been reduced to zero;
| C. |
to
the Class M-1 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
| D. |
to
the Class M-2 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
| E. |
to
the Class M-3 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
| F. |
to
the Class M-4 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
| G. |
to
the Class M-5 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
| H. |
to
the Class M-6 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
| I. |
to
the Class M-7 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
| J. |
to
the Class M-8 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
| K. |
to
the Class M-9 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero; and
|
| L. |
for
application in the same manner as the Monthly Excess Cashflow for
such
Distribution Date, as provided in clause (iv) of this Section 4.02(b),
any
Principal Payment Amount remaining after application pursuant to
clauses
A. through K. above.
|
(iii) On
each
Distribution Date (a) on or after the Stepdown Date and (b) with respect to
which a Trigger Event has not occurred, the Trustee shall distribute the
Principal Payment Amount for such date in the following order of
priority:
| A. |
commencing
on the Distribution Date in March 2012 or thereafter, from the Principal
Remittance for loan group 2, to the Class P Certificates, an amount
up to
the Senior Principal Payment Amount, until the Class Principal Balance
of
such Class has been reduced to
zero;
|
| B. |
(a)from
the Principal Remittance Amount derived from Loan Group 1, the Group
1
Allocation Amount, sequentially as follows: first to (x) the Class
1A-1
Certificates, until the Class Principal Balance thereof has been
reduced
to zero, and then second to (y)(i) on each Distribution Date prior
to the
Credut Support Depletion Date, the Class A-R, Class 1A-1, Class 2A-1,
Class 2A-2 and Class 2A-3 Certificates, in that order, in each case,
until
the Class Principal Balance thereof has been reduced to zero and
(ii) on
each Distribution Date on or after the Credit Support Depletion Date,
the
Class
A-R,
Class 1A-1, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, pro
rata,
in each case, until the Class Principal Balance thereof has been
reduced
to zero; and
|
(b) from
the
Principal Remittance Amount derived from Loan Group 2, the Group 2 Allocation
Amount, sequentially as follows: first to (x)(i) on each Distibution Date prior
to the Credit Support Depletion Date, the Class A-R, Class 1A-1, Class 2A-1,
Class 2A-2 and Class 2A-3 Certificates, in that order, in each case, until
the
Class Principal Balance thereof has been reduced to zero and (ii) on each
Distribution Date on or after the Credit Support Depletion Date, the Class
A-R,
Class 1A-1, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, pro rata, in
each case, until the Class Principal Balance thereof has been reduced to zero
and then second to (y) the Class 1A-1 Certificates, until the Class Principal
Balance thereof has been reduced to zero;
| C. |
to
the Class M-1 Certificates, the Class M-1 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
| D. |
to
the Class M-2 Certificates, the Class M-2 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
| E. |
to
the Class M-3 Certificates, the Class M-3 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
| F. |
to
the Class M-4 Certificates, the Class M-4 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
| G. |
to
the Class M-5 Certificates, the Class M-5 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
| H. |
to
the Class M-6 Certificates, the Class M-6 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
| I. |
to
the Class M-7 Certificates, the Class M-7 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
| J. |
to
the Class M-8 Certificates, the Class M-8 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
| K. |
to
the Class M-9 Certificates, the Class M-9 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero; and
|
| L. |
for
application as part of Monthly Excess Cashflow for such Distribution
Date,
as provided in clause (iv) of this Section 4.02(b), any Principal
Payment
Amount remaining after application pursuant to clauses A. through
K.
above.
|
(iv) On
each
Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow
for
such date in the following order of priority:
| A. |
an
amount equal to the aggregate Realized Losses on the Mortgage Loans
incurred during the related Collection Period, such amount to be
distributed as set forth above in Section 4.02(b)(ii) and (iii) in
the
same manner as the Principal Payment Amount (any such amount, an
“Excess
Cashflow Loss Payment”);
|
| B. |
on
the first Distribution Date, an amount equal to the Monthly Excess
Cashflow for such Distribution Date remaining after the distribution
in
clauses (iv)A. above to the Class X-1
Certificates;
|
| C. |
except
for the first Distribution Date, until the Overcollateralization
Amount
equals the Targeted Overcollateralization Amount for such date, on
each
Distribution Date
|
(I) (a)
prior
to the Stepdown Date or (b) with respect to which a Trigger Event has occurred,
1. to
the
extent of the Monthly Excess Cashflow derived from Loan Group 1, the Group
1
Excess Interrest Amount, sequentially, first to (x) the Class 1A-1 Certificates,
until the Class Principal Balance thereof has been reduced to zero and then
to
(y)(i) on each Distribution Date prior to the Credit Support Depletion Date,
the
Class A-R, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, in that order,
in
each case, until the Class Principal Balance thereof has been reduced to zero
and (ii) on each Distribution Date on or after the Credit Support Depletion
Date, the Class A-R, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, pro
rata, in each case, until the Class Principal Balance thereof has been reduced
to zero;
2. to
the
extent of the Monthly Excess Cashflow derived from Loan Group 2, the Group
2
Excess Interest Amount, sequentially, first to (x)(i) on each Distribution
Date
prior to the Credit Support Depletion Date, the Class A-R, Class 2A-1, Class
2A-2 and Class 2A-3 Certificates, in that order, in each case, until the Class
Principal Balance thereof has been reduced to zero and (ii) on each Distribution
Date on or after the Credit Support Depletion Date, the Class A-R, Class 2A-1,
Class 2A-2 and Class 2A-3 Certificates, pro rata, in each case, until the Class
Principal Balance thereof has been reduced to zero; and
3. any
remaining Monthly Excess Cashflow, sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-9
Certificates, in that order, in each case, until the Class Principal Balance
thereof has been reduced to zero; and
(b) On
each
Distribution Date on or after the Stepdown Date and with respect to which a
Trigger Event has not occurred, to fund any principal distributions to the
Class
1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class A-R, Class ▇-▇, ▇▇▇▇▇ ▇-▇,
Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates required to be made on such Distribution Date set forth above
in
clause (iii) above, after giving effect to the distribution of Principal Payment
Amount for such Distribution Date, in accordance with the priorities set forth
therein;
| D. |
to
the Class M-1 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| E. |
to
the Class M-2 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| F. |
to
the Class M-3 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| G. |
to
the Class M-4 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| H. |
to
the Class M-5 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| I. |
to
the Class M-6 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| J. |
to
the Class M-7 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| K. |
to
the Class M-8 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| L. |
to
the Class M-9 Certificates, any Deferred Amount for such Class, with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
| M. |
to
the Class 1A-1, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates,
pro rata based on entitlement, any applicable Basis Risk Shortfall
for
each such Class, to the extent not paid from amounts in the Swap
Account;
|
| N. |
to
the Class M-1 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| O. |
to
the Class M-2 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| P. |
to
the Class M-3 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| Q. |
to
the Class M-4 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| R. |
to
the Class M-5 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| S. |
to
the Class M-6 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| T. |
to
the Class M-7 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| U. |
to
the Class M-8 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| V. |
to
the Class M-9 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
| W. |
to
the Counterparty, the amount of any Swap Termination Payment resulting
from a Counterparty Trigger Event and to the extent not paid by the
Supplemental Interest Trust Trustee from any upfront payment received
pursuant to any related replacement swap agreement that may be entered
into by the Supplemental Interest Trust Trustee not previously
paid;
|
| X. |
from
amounts otherwise distributable to the Class X-1 Certificates, to
the
Basis Risk Reserve Fund, the Required Reserve Fund
Deposit;
|
| Y. |
to
the Class X-1 Certificates, (a) the Class X-1 Distribution Amount
for such
Distribution Date reduced by amounts distributed pursuant to clause
L. of
4.02(b)(i) for such Distribution Date, (b) the amount of any
Overcollateralization Release Amount for such Distribution Date,
(c) any
amounts withdrawn from the Basis Risk Reserve Fund for distribution
to
such Class X-1 Certificates pursuant to Section 3.23(b) and (d) for
any
Distribution Date on or after which the aggregate Class Principal
Balance
of the Regular Certificates has been reduced to zero, the
Overcollateralization Amount; and
|
| Z. |
to
the Class A-R Certificate, any remaining amount; provided, however
that
any amount that would be distributable pursuant to this priority
Z. shall
not be paid with respect to the Class A-R Certificate but shall be
paid
instead with respect to the Class X-1 Certificates pursuant to a
contract
that exists under this Agreement between the Class A-R Certificateholders
and the Class X-1
Certificateholders.
|
Distributions
pursuant to Section 4.02(b)(iv)D. through V. on any Distribution Date will
be
made after giving effect to withdrawals from the Swap Account on such date
to
pay Deferred Amounts.
(v) On
each
Distribution Date, the Trustee shall distribute to the Holder of the Class
P
Certificate, the aggregate of all Prepayment Charges collected during the
preceding Prepayment Period.
(vi) [reserved].
(vii) On
each
Distribution Date, following the foregoing distributions, an amount equal to
the
amount of Net Recoveries included in the Available Funds for such Distribution
Date shall be applied to increase the Class Principal Balance of the Class
of
Certificates with the Highest Priority up to the extent of such Realized Losses
previously allocated to that Class of Certificates pursuant to Section 4.05.
An
amount equal to the amount of any remaining Net Recoveries shall be applied
to
increase the Class Principal Balance of the Class of Certificates with the
next
Highest Priority, up to the amount of such Realized Losses previously allocated
to that Class of Certificates pursuant to Section 4.05, and so on. Holders
of
such Certificates will not be entitled to any distribution in respect of
interest on the amount of such increases for any Interest Accrual Period
preceding the Distribution Date on which such increase occurs. Any such
increases shall be applied to the Class Principal Balance of each Certificate
of
such Class in accordance with its respective Percentage Interest.
| SECTION 4.03 |
[Reserved].
|
| SECTION 4.04 |
[Reserved].
|
| SECTION 4.05 |
Allocation
of Realized Losses.
|
On
each
Distribution Date, the Trustee shall determine the total of the Applied Loss
Amount, if any, for such Distribution Date. The Applied Loss Amount for any
Distribution Date shall be applied by reducing the Class Principal Balance
of
each Class of Subordinate Certificates beginning with the Class of Subordinate
Certificates then outstanding with the lowest relative payment priority, in
each
case until the respective Class Principal Balance thereof is reduced to zero.
Any Applied Loss Amount allocated to a Class of Subordinate Certificates shall
be allocated among the Subordinate Certificates of such Class in proportion
to
their respective Percentage Interests.
All
Realized Losses on the Group 1 Loans shall be allocated on each Distribution
Date to the following REMIC 1 Regular Interests: to REMIC 1 Regular Interests
LTI-1 until the Uncertificated Principal Balance thereof has been reduced to
zero. All Realized Losses on the Group 2 Loans shall be allocated on each
Distribution Date to the following REMIC 1 Regular Interests: first, to REMIC
1
Regular Interests LTI-2 until the Uncertificated Principal Balance thereof
has
been reduced to zero, then to REMIC 1 Regular Interest LTI-2PF until the
Uncertificated Principal Balance thereof has been reduced to zero, however,
that
with respect to the first three Distribution Dates, Realized Losses relating
to
the Group 2 Initial Mortgage Loans shall be allocated to REMIC 1 Regular
Interest LTI-2 and Realized Losses relating to the Subsequent Mortgage Loans
shall be allocated to REMIC 1 Regular Interest LTI-2PF until the Uncertificated
Principal Balance thereof has been reduced to zero.
All
Realized Losses on REMIC 1 Regular Interests LTI-1 shall be deemed to have
been
allocated, first, on each Distribution Date, to REMIC 2 Regular Interest MTI-X1
until such REMIC 2 Regular Interest has been reduced to zero; and second, to
REMIC 2 Regular Interests MTI-1-A and REMIC 2 Regular Interest MTI-1-B, pro
rata
until each such REMIC 2 Regular Interest has been reduced to zero. All Realized
Losses on REMIC 1 Regular Interests LTI-2 and LTI-2PF shall be deemed to have
been allocated, first, on each Distribution Date, to REMIC 2 Regular Interest
MTI-2X1 until such REMIC 2 Regular Interest has been reduced to zero; and
second, to REMIC 2 Regular Interests MTI-2-A and REMIC 2 Regular Interest
MTI-2-B, pro rata until each such REMIC 2 Regular Interest has been reduced
to
zero.
The
REMIC
3 Marker Allocation Percentage of all Realized Losses on the REMIC 2 Regular
Interests shall be deemed to have been allocated to the following REMIC 3
Regular Interests in the specified percentages, as follows: first to
Uncertificated Accrued Interest payable to the REMIC 3 Regular Interests MTII-AA
and MTII-ZZ up to an aggregate amount equal to the excess of (a) the REMIC
3
Interest Loss Allocation Amount over (b) Prepayment Interest Shortfalls (to
the
extent not covered by Compensating Interest) relating to the Mortgage Loans
for
such Distribution Date, 98% and 2%, respectively; second, to the Uncertificated
Principal Balances of the REMIC 3 Regular Interests MTII-AA and MTII-ZZ up
to an
aggregate amount equal to the REMIC 3 Principal Loss Allocation Amount, 98%
and
2%, respectively; third, to the Uncertificated Principal Balances of REMIC
3
Regular Interest MTII-AA, REMIC 3 Regular Interest MTII-M-9 and REMIC 3 Regular
Interest MTII-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-9 has been reduced to
zero;
fourth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest
MTII-AA, REMIC 3 Regular Interest MTII-M-8 and REMIC 3 Regular Interest MTII-ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 3 Regular Interest MTII-M-8 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC 3 Regular Interest MTII-AA, REMIC
3
Regular Interest MTII-M-7 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1% and
1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest MTII-M-7 has been reduced to zero; sixth, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest
MTII-M-6 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest MTII-M-6
has been reduced to zero; seventh, to the Uncertificated Principal Balances
of
REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest MTII-M-5 and REMIC
3
Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-5 has been reduced to
zero;
eighth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest
MTII-AA, REMIC 3 Regular Interest MTII-M-4 and REMIC 3 Regular Interest MTII-ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 3 Regular Interest MTII-M-4 has been reduced to zero; ninth, to the
Uncertificated Principal Balances of REMIC 3 Regular Interest MTII-AA, REMIC
3
Regular Interest MTII-M-3 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1% and
1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest MTII-M-3 has been reduced to zero; tenth, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest
MTII-M-2 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest MTII-M-2
has been reduced to zero; and eleventh, to the Uncertificated Principal Balances
of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest MTII-M-1 and
REMIC
3 Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 3 Regular Interest MTII-M-1 has been
reduced to zero.
The
REMIC
3 Sub WAC Allocation Percentage of all Realized Losses on the REMIC 2 Regular
Interests shall be deemed to have been allocated so as to keep the
Uncertificated Principal Balance of each REMIC 3 Regular Interest ending with
the designation “GRP” equal to 1.00% of the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group; second, to each REMIC 3 Regular
Interest ending with the designation “SUB,” so that the Uncertificated Principal
Balance of each such REMIC 3 Regular Interest is equal to 1.00% of the excess
of
(x) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group over (y) the current Class Principal Balance of the Senior
Certificates in the related Loan Group (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 3 Regular Interests such that
the
REMIC 3 Subordinated Balance Ratio is maintained); and third, any remaining
Realized Losses shall be allocated to REMIC 3 Regular Interest
MTII-XX.
| SECTION 4.06 |
Monthly
Statements to Certificateholders.
|
(a) Not
later
than each Distribution Date, the Trustee shall prepare, and make available
on
the website maintained by the Trustee at ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇, a statement setting
forth with respect to the related distribution, the items listed on Exhibit
V.
The Trustee shall post on the above referenced website, on a monthly basis,
current loan level data reports about the Mortgage Loans in the Trust Fund.
Assistance
in using the website can be obtained by calling the Trustee’s Bondholder
Services at 800-934-6802. Parties that are unable to use the website are
entitled to have a paper copy mailed to them via first class mail by written
notice to the Trustee at its Corporate Trust Office. The Trustee’s
responsibility for disbursing the above information to the Certificateholders
is
limited to the availability, timeliness and accuracy of the information derived
from the Servicer. The foregoing information shall be reported to the Trustee
each month on or before the Servicer Data Remittance Date.
(b) [reserved].
(c) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
cause to be furnished to each Person who at any time during the calendar year
was a Certificateholder, a statement containing the information set forth in,
items (i)(c), (i)(d), (i)(g), (i)(j), (i)(k), (ii)(c), (ii)(d), (ii)(g),
(ii)(i), (v)(d), (v)(e) and (v)(s) of Exhibit V aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Code as from time
to
time in effect.
For
purposes of the information reported in the Monthly Statement to
Certificateholders prepared by the Trustee, a Mortgage Loan is considered to
be
delinquent for purposes of trust reporting in accordance with the definition
of
“Delinquent.”
(d) In
addition to the foregoing, the Trustee shall post an electronic file containing
current loan level data with respect to the Mortgage Loans (“Loan Level Data”),
on a monthly basis, to the website referred to in Section 4.06(a). The Loan
Level Data will include fields as agreed to by the Depositor and the Trustee
from time to time. The Loan Level Data will be based solely on information
provided by the Servicer, and the Trustee’s provision of the Loan Level Data is
subject to the availability, timeliness and accuracy of the information provided
by the Servicer. The Loan Level Data will not include any personally
identifiable information, including but not limited to: borrower name, borrower
address, property address, borrower social security number, and originator’s
loan account number. The Loan Level Data may include recent property valuation
information, including based on a recent broker’s price opinion. As agreed to by
the Depositor and the Trustee, the format of the Loan Level Data may be modified
at any time, and the posting of the Loan Level Data may be discontinued at
any
time. The Trustee will not be required to provide the Loan Level Data in paper
form.
| SECTION 4.07 |
Distributions
on the REMIC 1 Regular Interests, REMIC 2 Regular Interests and REMIC
3
Regular Interests.
|
(a) Distributions
on the REMIC 1 Regular Interests.
On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 1 to REMIC 2 on account of
the
REMIC 1 Regular Interests or withdrawn from the Distribution Account and
distributed to the holders of the Class A-R Certificates (in respect of the
Class R-1 Interest), as the case may be:
With
respect to the Group 1 Loans:
(i) first,
to
Holders of REMIC 1 Regular Interests LTI-1 and LTI-S1, an amount equal to (x)
the related Uncertificated Accrued Interest for such Distribution Date, plus
(y)
any amounts in respect thereof remaining unpaid from previous Distribution
Dates;
(ii) second,
to the Holders of REMIC 1 Regular Interests, in an amount equal to the remainder
of the Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above and, in the case of distributions made pursuant
to
Section 4.07(a)(ii)(C), the amount of any Prepayment Charges for such
Distribution Date, allocated as follows:
(A) to
the
Holders of REMIC 1 Regular Interest LTI-1, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTI-1 is reduced to zero; and
(B) to
the
Holders of REMIC 1 Regular Interest LTI-P, the amount of any Prepayment Charges
for such Distribution Date.
(C) Any
remaining amount to the Holders of the Class A-R Certificates (in respect of
the
Class R-1 Interest).
With
respect to the Group 2 Loans
(i) first,
to
Holders of REMIC 1 Regular Interests LT1-2, LTI-S2, LTI-AR, LTI-P and LTI-2PF
an
amount equal to (x) the related Uncertificated Accrued Interest for such
Distribution Date, plus (y) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) second,
to the Holders of REMIC 1 Regular Interests, in an amount equal to the remainder
of the Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above and, in the case of distributions made pursuant
to
Section 4.07(a)(ii)(C), the amount of any Prepayment Charges for such
Distribution Date, allocated as follows:
(A) to
the
Holders of REMIC 1 Regular Interest LTI-AR and REMIC 1 Regular Interest LTI-P,
an amount of principal shall be distributed to such Holders in the same amount
and priority as principal is distributed to the Corresponding Certificate until
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
is
reduced to zero (provided, however, no principal shall be paid to REMIC 1
Regular Interest LTI-P prior to the Distribution Date in March
2012);
(B) to
the
Holders of REMIC 1 Regular Interest LTI-2, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTI-2 is reduced to zero;
(C) to
the
Holders of REMIC 1 Regular Interest LTI-2PF, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTI-2PF is reduced to zero;
(D) to
the
Holders of REMIC 1 Regular Interest LTI-P, the amount of any Prepayment Charges
for such Distribution Date; and
(E) Any
remaining amount to the Holders of the Class A-R Certificates (in respect of
the
Class R-1 Interest).
Notwithstanding
the foregoing, for the first three Distribution Dates, such amounts constituting
Available Funds relating to the Group 2 Initial Mortgage Loans shall be
allocated to REMIC 1 Regular Interest LTI-2, and such amounts constituting
Available Funds relating to the Subsequent Mortgage Loans and shall be allocated
to REMIC 1 Regular Interest LT-2PF.
(b) Distributions
on the REMIC 2 Regular Interests.
On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC 2 to REMIC 3 on account of REMIC 2 Regular
Interests or withdrawn from the Distribution Account and distributed to the
holders of the Class A-R Certificates (in respect of the Class R-2 Interest),
as
the case may be:
(i) first,
to
the Holders of each REMIC 2 Regular Interest, pro
rata,
in an
amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates.
(ii) second,
to the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
of the Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above and, in the case of distributions made pursuant
to
Section 4.07(b)(ii)(C), the amount of any Prepayment Charges for such
Distribution Date, allocated as follows:
With
respect to the Group 1 Loans
(A) to
the
Holders of REMIC 2 Regular Interest MTI-AR and MTI-P an amount of principal
shall be distributed to such Holders in the same amount and priority as
principal is distributed to the Corresponding Certificate until the
Uncertificated Principal Balance of each such REMIC 2 Regular Interest is
reduced to zero;
(B) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
and (ii)(A) above, payments of principal shall be allocated, pro
rata,
to
REMIC 2 Regular Interests MTI-1-A and MTI-1-B until the Uncertificated Principal
Balance of each such REMIC 2 Regular Interest is reduced to zero;
(C) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
and (ii)(A) and (B) above, payments of principal shall be allocated to REMIC
2
Regular Interest MTI-1X1 until the Uncertificated Principal Balance of such
REMIC 2 Regular Interest is reduced to zero;
(D) to
the
Holders of REMIC 2 Regular Interest MTI-P, the amount of any Prepayment Charges
for such Distribution Date; and
(E) and
any
remaining amount to the Holders of the Class A-R Certificates (in respect of
the
Class R-2 Interest).
With
respect to the Group 2 Loans
(A) to
the
Holders of REMIC 2 Regular Interests MTI-2-A and MTI-2-B until the
Uncertificated Principal Balance of each such REMIC 2 Regular Interest is
reduced to zero;
(C) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
and (ii)(A) above, payments of principal shall be allocated to REMIC 2 Regular
Interest MTI-2X1 until the Uncertificated Principal Balance of such REMIC 2
Regular Interest is reduced to zero;
(D) to
the
Holders of REMIC 2 Regular Interest MTI-P, the amount of any Prepayment Charges
for such Distribution Date; and
(E) and
any
remaining amount to the Holders of the Class A-R Certificates (in respect of
the
Class R-2 Interest).
(b) Distributions
on the REMIC 3 Regular Interests.
On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 4 on account of
the
REMIC 3 Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class A-R Certificates (in respect of the
Class R-3 Interest), as the case may be:
(i) first,
to
the extent of the sum of Available Funds for such Distribution Date, to the
Holder of REMIC 3 Regular Interest MTII-IO in an amount equal to (A) the
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates, and then
to Holders of REMIC 3 Regular Interests ▇▇▇▇-▇▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5,
MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-ZZ, MTII-P, MTII-R and MTII-S
pro
rata, in an amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
in respect of REMIC 3 Regular Interest MTII-ZZ shall be reduced when the REMIC
3
Overcollateralization Amount is less than the REMIC 3 Overcollateralization
Target Amount, by the lesser of (x) the amount of such difference and (y) the
REMIC 3 Regular Interest MTII ZZ Maximum Interest Deferral Amount and such
amount will be payable to the Holders of REMIC 3 Regular Interest ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇-▇, MTII-M-2, MTII-M-3, MTII-M-4,
MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8 and MTII-M-9 in the same proportion
as
the amounts are allocated to the Corresponding Certificate, pursuant to Section
4.02(b) herein, for each such REMIC 3 Regular Interest, and the Uncertificated
Principal Balance of the REMIC 3 Regular Interest MTII-ZZ shall be increased
by
such amount;
(ii) second,
to the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of the Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above and, in the case of distributions made pursuant
to
Section 4.07(c)(ii)(B), the amount of any Prepayment Charges for such
Distribution Date, allocated as follows:
(A) to
the
Holders of REMIC 3 Regular Interest MTII-R, an amount equal to the amount of
principal distributed to the holder of the Corresponding Certificate on such
Distribution Date pursuant to Section 4.02(b); and
(B) to
the
Holders of REMIC 3 Regular Interest MTII-P, an amount equal to the amount of
principal distributed to the holder of the Corresponding Certificate on such
Distribution Date pursuant to Section 4.02(b); and
(iii) third,
to
the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of
the REMIC 3 Marker Allocation Percentage of Available Funds for such
Distribution Date after the distributions made pursuant to clauses (i) and
(ii)
above, allocated as follows:
(A) 98%
of
such remainder to the Holders of REMIC 3 Regular Interest MTII-AA, until the
Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the Holders of REMIC 3 Regular Interest ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇-▇, MTII-M-2, MTII-M-3, MTII-M-4,
MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8 and MTII-M-9 equal to 1% of and in the
same proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC 3
Regular Interests are reduced to zero; and second, to the Holders of REMIC
3
Regular Interest MTII-ZZ, until the Uncertificated Principal Balance of such
REMIC 3 Regular Interest is reduced to zero;
(iv) fourth,
to the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of the REMIC 3 Sub WAC Allocation Percentage of Available Funds for such
Distribution Date after the distributions made pursuant to clause (iii) above,
such that distributions of principal shall be deemed to be made to the REMIC
3
Regular Interests first, so as to keep the Uncertificated Principal Balance
of
each REMIC 3 Regular Interest ending with the designation “GRP” equal to 1.00%
of the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group; second, to each REMIC 3 Regular Interest ending with the designation
“SUB,” so that the Uncertificated Principal Balance of each such REMIC 3 Regular
Interest is equal to 1.00% of the excess of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group over (y) the current
Class Principal Balance of the Senior Certificates in the related Loan Group
(except that if any such excess is a larger number than in the preceding
distribution period, the least amount of principal shall be distributed to
such
REMIC 3 Regular Interests such that the REMIC 3 Subordinated Balance Ratio
is
maintained); and third, any remaining principal to REMIC 3 Regular Interest
MTII-XX;
(C) any
remaining amount to the Holders of the Class A-R Certificates (in respect of
the
Class R-4 Interest). (d) Distributions
on the REMIC 4 Regular Interests.
On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 4 to REMIC 5 on account of
the
REMIC 4 Regular Interests or withdrawn from the Distribution Account and
distributed to the holders of the Class A-R Certificates (in respect of the
Class R-4 Interest), as the case may be:
(i) first,
to
the extent of the sum of Available Funds for such Distribution Date, to the
Holder of REMIC 3 Regular Interest MTII-IO in an amount equal to (A) the
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates, and then
to Holders of REMIC 3 Regular Interests ▇▇▇▇-▇▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5,
MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-ZZ, MTII-P, MTII-R and MTII-S
pro
rata, in an amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
in respect of REMIC 3 Regular Interest MTII-ZZ shall be reduced when the REMIC
3
Overcollateralization Amount is less than the REMIC 3 Overcollateralization
Target Amount, by the lesser of (x) the amount of such difference and (y) the
REMIC 3 Regular Interest MTII ZZ Maximum Interest Deferral Amount and such
amount will be payable to the Holders of REMIC 3 Regular Interest ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇-▇, MTII-M-2, MTII-M-3, MTII-M-4,
MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8 and MTII-M-9 in the same proportion
as
the amounts are allocated to the Corresponding Certificate, pursuant to Section
4.02(b) herein, for each such REMIC 3 Regular Interest, and the Uncertificated
Principal Balance of the REMIC 3 Regular Interest MTII-ZZ shall be increased
by
such amount;
(ii) second,
to the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of the Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above and, in the case of distributions made pursuant
to
Section 4.07(c)(ii)(B), the amount of any Prepayment Charges for such
Distribution Date, allocated as follows:
(A) to
the
Holders of REMIC 3 Regular Interest MTII-R, an amount equal to the amount of
principal distributed to the holder of the Corresponding Certificate on such
Distribution Date pursuant to Section 4.02(b); and
(B) to
the
Holders of REMIC 3 Regular Interest MTII-P, an amount equal to the amount of
principal distributed to the holder of the Corresponding Certificate on such
Distribution Date pursuant to Section 4.02(b); and
(iii) third,
to
the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of
the REMIC 3 Marker Allocation Percentage of Available Funds for such
Distribution Date after the distributions made pursuant to clauses (i) and
(ii)
above, allocated as follows:
(A) 98%
of
such remainder to the Holders of REMIC 3 Regular Interest MTII-AA, until the
Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the Holders of REMIC 3 Regular Interest ▇▇▇▇-▇▇-▇,
▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇▇-▇, ▇▇▇▇-▇-▇, MTII-M-2, MTII-M-3, MTII-M-4,
MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8 and MTII-M-9 equal to 1% of and in the
same proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC 3
Regular Interests are reduced to zero; and second, to the Holders of REMIC
3
Regular Interest MTII-ZZ, until the Uncertificated Principal Balance of such
REMIC 3 Regular Interest is reduced to zero;
(iv) fourth,
to the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of the REMIC 3 Sub WAC Allocation Percentage of Available Funds for such
Distribution Date after the distributions made pursuant to clause (iii) above,
such that distributions of principal shall be deemed to be made to the REMIC
3
Regular Interests first, so as to keep the Uncertificated Principal Balance
of
each REMIC 3 Regular Interest ending with the designation “GRP” equal to 1.00%
of the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group; second, to each REMIC 3 Regular Interest ending with the designation
“SUB,” so that the Uncertificated Principal Balance of each such REMIC 3 Regular
Interest is equal to 1.00% of the excess of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group over (y) the current
Class Principal Balance of the Senior Certificates in the related Loan Group
(except that if any such excess is a larger number than in the preceding
distribution period, the least amount of principal shall be distributed to
such
REMIC 3 Regular Interests such that the REMIC 3 Subordinated Balance Ratio
is
maintained); and third, any remaining principal to REMIC 3 Regular Interest
MTII-XX;
(v) fifth,
any remaining amount to the Holders of the Class A-R Certificates (in respect
of
the Class R-4 Interest).
| SECTION 4.08 |
[Reserved].
|
| SECTION 4.09 |
Prepayment
Charges.
|
Notwithstanding
anything in this Agreement to the contrary, in the event of a Principal
Prepayment of a Mortgage Loan, the Servicer may not waive any Prepayment Charge
or portion thereof required by the terms of the related Mortgage Note unless
(i)
the Mortgage Loan is in default or foreseeable default and such waiver (a)
is
standard and customary in servicing similar mortgage loans to the Mortgage
Loans
and (b) would, in the reasonable judgment of the Servicer, maximize recovery
of
total proceeds taking into account the value of such Prepayment Charge and
the
related Mortgage Loan, (ii)(A) the enforceability thereof is limited (1) by
bankruptcy, insolvency, moratorium, receivership, or other similar law relating
to creditors’ rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment, or (B) the enforceability is otherwise
limited or prohibited by applicable law, (iii) the enforceability would be
considered “predatory” pursuant to written guidelines issued by any applicable
federal, state or local authority having jurisdiction over such matters, (iv)
the Servicer is unable to locate documentation sufficient to allow it to confirm
the existence and amount of such Prepayment Charge after using commercially
reasonable efforts to locate such documentation, which efforts shall include,
but are not limited to, seeking such documentation from the Depositor, the
Seller, the Custodians and from its own records or files or (v) the Mortgaged
Property has been damaged such that the current value of the Mortgaged Property
has been reduced by at least half as a result of a natural disaster or other
insured or uninsured peril, and the Mortgagor has elected to pay the Loan in
full rather than rebuild the Mortgaged Property. For the avoidance of doubt,
the
Servicer may waive a Prepayment Charge in connection with a short sale or short
payoff on a defaulted Mortgage Loan. If the Servicer has waived all or a portion
of a Prepayment Charge relating to a Principal Prepayment, other than as
provided above, the Servicer shall deliver to the Trustee no later than the
Business Day immediately preceding the next Distribution Date, for deposit
into
the Certificate Account the amount of such Prepayment Charge (or such portion
thereof as had been waived) for distribution in accordance with the terms of
this Agreement; provided, however, the Servicer shall not have any obligation
to
pay the amount of any uncollected Prepayment Charge under this Section 4.09
if
the Servicer did not have a copy of the related Mortgage Note, the Servicer
requested via email a copy of the same from the Trustee and the Trustee failed
to provide such a copy within two (2) Business Days of receipt of such request.
If the Servicer has waived all or a portion of a Prepayment Charge for any
reason, it shall promptly notify the Trustee thereof and shall include such
information in any monthly reports it provides the Trustee. Notwithstanding
any
provision in this Agreement to the contrary, in the event the Prepayment Charge
payable under the terms of the Mortgage Note is different from the amount of
the
Prepayment Charge set forth in the Mortgage Loan Schedule or other information
provided to the Servicer, the Servicer shall rely conclusively on the Prepayment
Charge as set forth under the terms of the Mortgage Note. To the extent the
Prepayment Charge payable under the terms of the Mortgage Note is less than
the
amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or
other
information provided to the Servicer, the Servicer shall not have any liability
or obligation with respect to such difference, and in addition shall not have
any liability or obligation to pay the amount of any uncollected Prepayment
Charge if the failure to collect such amount is the direct result of inaccurate
or incomplete information on the Mortgage Loan Schedule.
| SECTION 4.10 |
Servicer
to Cooperate.
|
The
Servicer shall provide to the Trustee the information set forth in Exhibit
Z
hereto in such form as the Trustee shall reasonably request with respect to
each
Mortgage Loan no later than twelve noon on the Servicer Data Remittance Date
to
enable the Trustee to calculate the amounts to be distributed to each Class
of
Certificates and otherwise perform its distribution, accounting and reporting
requirements hereunder.
| SECTION 4.11 |
The
Swap Agreement; Supplemental Interest
Trust.
|
(a) On
the
Closing Date, the Supplemental Interest Trust Trustee shall establish and
maintain in the name of the Supplemental Interest Trust Trustee, as a separate
trust for the benefit of the Certificates, the Supplemental Interest Trust.
The
Supplemental Interest Trust shall hold the Swap Agreement and the Swap Account.
The Swap Account shall be an Eligible Account, and funds on deposit therein
shall be held separate and apart from, and shall not be commingled with, any
other moneys, including without limitation, other moneys held by the Trustee
pursuant to this Agreement.
(b) On
or
prior to the Closing Date, the Supplemental Interest Trust Trustee is hereby
directed to enter into the Swap Agreement for the benefit of the Holders of
the
Certificates and to exercise the rights, perform the obligations, and make
representations of Party B thereunder, solely, in its capacity as Supplemental
Interest Trust Trustee on behalf of Party B (as defined therein) and not in
its
individual capacity.
The
Seller, the Servicer, the Depositor and the Holders of the Certificates (by
acceptance of their Certificates) acknowledge and agree that:
(i)
the
Supplemental Interest Trust Trustee shall execute and deliver the Swap Agreement
on behalf of Party B (as defined therein), and
(ii)
the
Supplemental Interest Trust Trustee shall exercise the rights, perform the
obligations, and make the representations of Party B thereunder, solely in
its
capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
therein) and not in its individual capacity.
The
Swap
Agreement will be an asset of the Supplemental Interest Trust but will not
be an
asset of any REMIC. On each Distribution Date, the Supplemental Interest Trust
Trustee shall deposit any Net Swap Payments paid by the Counterparty to the
Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the
Swap Account.
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Counterparty Trigger Event and to the extent not paid by the
Supplemental Interest Trust Trustee from any upfront payment received pursuant
to any related replacement swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) payable by the Supplemental Interest Trust
Trustee to the Counterparty pursuant to the Swap Agreement shall be deducted
from the Interest Remittance Amount, and to the extent of any such remaining
amounts due, from the Principal Remittance Amount, prior to any distributions
to
the Certificateholders. On or before each Swap Payment Date, such amounts will
be remitted to the Counterparty, first to make any Net Swap Payment owed to
the
Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and
second to make any Swap Termination Payment (not due to a Counterparty Trigger
Event and to the extent not paid by the Supplemental Interest Trust Trustee
from
any upfront payment received pursuant to any related replacement swap agreement
that may be entered into by the Supplemental Interest Trust Trustee) owed to
the
Counterparty pursuant to the Swap Agreement for such Swap Payment Date. For
federal income tax purposes, such amounts paid to the Counterparty on each
Swap
Payment Date shall first be deemed paid to the Counterparty in respect of the
Class IO Interest to the extent of the amount distributable on such Class IO
Interest on such Distribution Date, and any remaining amount shall be deemed
paid to the Counterparty in respect of a Class IO Distribution Amount. Any
Swap
Termination Payment triggered by a Counterparty Trigger Event owed to the
Counterparty pursuant to the Swap Agreement will be subordinated to
distributions to the Holders of the Class A Certificates and Class M
Certificates and shall be paid as set forth under Section
4.02(b)(iv)W.
(d) The
Supplemental Interest Trust Trustee will prepare and deliver any notices
required to be delivered to the Counterparty under Sections 2(b), 2(d), 4(d),
5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement.
(e) The
Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon
the
occurrence of an event of default under the Swap Agreement of which a
Responsible Officer of the Supplemental Interest Trust Trustee has actual
knowledge. Upon such a termination, the Counterparty may be required to pay
a
termination payment to the Supplemental Interest Trust Trustee in respect of
the
Swap Agreement. Any such termination payment shall be applied by the
Supplemental Interest Trust Trustee to the purchase of a substantially
equivalent swap agreement at the written direction of the Majority in Interest
Class X-1 Certificateholder. In addition, any payments received from a
replacement swap counterparty as payment to enter a replacement transaction
shall be used to pay any termination payments still owing to the Counterparty.
In the event that a replacement swap agreement is not obtained within 30 days
after receipt by the Supplemental
Interest Trust Trustee,
on behalf of the Supplemental Interest Trust, of the Swap Termination Payment
paid by the original Counterparty, the Supplemental Interest Trust Trustee
will
deposit such Swap Termination Payment into the Swap Account and will, on each
Distribution Date, withdraw from the Swap Account an amount equal to the Net
Swap Payment, if any, that would have been paid to the Supplemental Interest
Trust by the original Counterparty (computed in accordance with the terms of
the
original Swap Agreement) and distribute such amount in the priority set forth
below.
(f) On
each
Distribution Date, the Trustee shall distribute amounts on deposit in the Swap
Account to pay the following amounts:
(i) to
the
Class 1A-1, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, pro rata based
on amounts due, Current Interest and any Carryforward Interest for each such
class and such Distribution Date, after giving effect to distributions of such
amounts pursuant to Section 4.02(b)(i)B.;
(ii) to
the
Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates, in that order, Current Interest and any
Carryforward Interest for each such class and such Distribution Date, after
giving effect to distributions of such amounts pursuant to Section 4.02(b)(i)C.
through K.;
(iii) to
the
Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage
Loans incurred during the related Collection Period prior to giving effect
to
amounts available to be paid in respect of Excess Cashflow Loss Payments
pursuant to Section 4.02(b)(iv)A.;
(iv) to
the
Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates, in that order, any applicable Deferred
Amounts, with interest therein at the applicable Pass-Through Rate, prior to
giving effect to amounts available to be paid in respect of Deferred Amounts
as
described in Section 4.02(b)(iv)D. through L. on such Distribution Date;
and
(v) to
the
Class 1A-1, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, on a pro rata
basis, and then to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
any
Basis Risk Shortfall, prior to giving effect to amounts available to be paid
in
respect of Basis Risk Shortfalls as described in Section 4.02(b)(iv)M. through
V. on such Distribution Date.
(g) Funds
in
the Swap Account may be invested in Eligible Investments by the Trustee at
the
written direction of the Majority in Interest Class X-1 Certificateholder
maturing on or prior to the next succeeding Distribution Date. The Trustee
shall
account for the Swap Account as an outside reserve fund within the meaning
of
Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant
to this Agreement. The Trustee shall treat amounts paid by the Swap Account
as
payments made from outside the REMICs for all federal tax purposes. Any net
investment earnings on such amounts shall be payable to the Class X-1
Certificateholders. It is the intention of the parties hereto that, for federal
and state income and state and local franchise tax purposes, the Swap Account
be
disregarded as an entity separate from the Holder of the Class X-1 Certificates
unless and until the date when either (a) there is more than one Class X-1
Certificateholder or (b) any Class of Certificates in addition to the Class
X-1
Certificates is recharacterized as an equity interest in the Swap Account for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise tax
purposes, the Swap Account be treated as a partnership. The Majority in Interest
Class X-1 Certificateholder shall direct the Trustee in writing as to the
investment of amounts therein. In the absence of such written direction, all
funds in the Swap Account shall remain uninvested with no liability for interest
or other compensation thereon. The Trustee shall have no liability for losses
on
investments in Eligible Investments made pursuant to this Section 4.11(g) (other
than as obligor on any such investments). Upon termination of the Trust Fund,
any amounts remaining in the Swap Account shall be distributed to the Class
X-1
Certificateholders.
(h) Amounts
paid under the Swap Agreement not used on any Distribution Date as described
in
Section 4.11(f) shall remain on deposit in the Swap Account and may be available
on future Distribution Dates to make the payments described in Section 4.11(f).
On the Distribution Date on which the aggregate Class Principal Balance of
the
Certificates is reduced to zero, any amounts remaining in the Swap Account
shall
be released to the Class X-1 Certificateholders.
(i) In
connection with paragraph 7(i) of the Credit Support Annex, upon the
Counterparty's failure to post collateral with the Supplemental Interest Trust
Trustee, the Supplemental Interest Trust Trustee (to the extent it has actual
knowledge) shall provide, no later than the next Business Day after the date
such collateral was required to be posted, to the Counterparty a written
notice of such failure.
(j) In
the
event that the Counterparty fails to perform any of its obligations under the
Swap Agreement (including, without limitation, its obligation to make any
payment or transfer collateral), or breaches any of its representations and
warranties thereunder, or in the event that any Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Supplemental Interest Trust
Trustee shall, promptly following actual notice of such failure, breach or
event, notify the Depositor and send any notices and make any demands, on behalf
of the Supplemental Interest Trust, required to enforce the rights of the
Supplemental Interest Trust under the Swap Agreement.
In
the
event that the Counterparty’s obligations are guaranteed by a third party under
a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
third party the “Guarantor”), then to the extent that the Counterparty fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Swap Agreement, the Supplemental Interest Trust
Trustee shall, promptly following actual notice of the Counterparty’s failure to
pay, demand that the Guarantor make any and all payments then required to be
made by the Guarantor pursuant to such Guaranty; provided, that the Supplemental
Interest Trust Trustee shall in no event be liable for any failure or delay
in
the performance by the Counterparty or any Guarantor of its obligations
hereunder or pursuant to the Swap Agreement and the Guaranty, nor for any
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) in connection therewith.
| SECTION 4.12 |
Supplemental
Interest Trust Posted Collateral
Account.
|
(a) On
or
before the Closing Date, the Supplemental Interest Trust Trustee shall establish
a Supplemental Interest Trust Posted Collateral Account in trust for the benefit
of the Holders of the Certificates. The Supplemental Interest Trust Posted
Collateral Account must be an Eligible Account and shall be entitled
“Supplemental Interest Trust Posted Collateral Account, U.S. Bank National
Association in trust for registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Home Equity Mortgage Pass-Through Certificates,
Series 2006-6.”
(b) The
Supplemental Interest Trust Trustee shall credit to the Supplemental Interest
Trust Posted Collateral Account all collateral (whether in the form of cash
or
securities) posted by the Counterparty to secure the obligations of the
Counterparty in accordance with the terms of the Swap Agreement. Except for
investment earnings, if any, the Counterparty shall not have any legal,
equitable or beneficial interest in the Supplemental Interest Trust Posted
Collateral Account other than in accordance with this Agreement, the Swap
Agreement and applicable law. The Supplemental Interest Trust Trustee shall
maintain and apply all collateral and earnings thereon on deposit in the
Supplemental Interest Trust Posted Collateral Account in accordance with Credit
Support Annex.
(c) Cash
collateral posted by the Counterparty in accordance with the Credit Support
Annex shall be invested at the direction of the Counterparty in Eligible
Investments in accordance with the requirements of the Credit Support Annex.
All
amounts earned on amounts on deposit in the Collateral Account (whether cash
collateral or securities) shall be for the account of and taxable to the
Counterparty.
(d) Upon
the
occurrence of an Event of Default, a Termination Event, or an Additional
Termination Event (each as defined in the Swap Agreement), amounts in the
Supplemental Interest Trust Posted Collateral Account shall be withdrawn by
the
Supplemental Interest Trust Trustee and applied to the payment of any
termination payment due to Party B (as defined in the Swap Agreement) in
accordance with the Credit Support Annex. Any excess amounts held in such
Supplemental Interest Trust Posted Collateral Account after payment of all
amounts owing to Party B under the Swap Agreement shall be withdrawn from the
Supplemental Interest Trust Posted Collateral Account and paid to the
Counterparty in accordance with the Credit Support Annex.
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01 |
The
Certificates.
|
The
Certificates shall be substantially in the forms attached hereto as exhibits.
The Certificates shall be issuable in registered form, in the minimum
denominations, integral multiples in excess thereof (except that one Certificate
in each Class may be issued in a different amount which must be in excess of
the
applicable minimum denomination) and aggregate denominations per Class set
forth
in the Preliminary Statement.
Subject
to Section 9.02 respecting the final distribution on the Certificates, on each
Distribution Date the Trustee shall make distributions to each Certificateholder
of record on the preceding Record Date either (x) by wire transfer in
immediately available funds to the account of such holder at a bank or other
entity having appropriate facilities therefor, if (i) such Holder has so
notified the Trustee at least five Business Days prior to the related Record
Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B)
100%
of the Class Principal Balance of any Class of Certificates or (C) Certificates
of any Class with aggregate principal Denominations of not less than $1,000,000
or (y) by check mailed by first class mail to such Certificateholder at the
address of such holder appearing in the Certificate Register.
The
Certificates shall be executed by manual or facsimile signature on behalf of
the
Trustee by an authorized officer upon the written order of the Depositor.
Certificates bearing the manual or facsimile signatures of individuals who
were,
at the time such signatures were affixed, authorized to sign on behalf of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any
of
them have ceased to be so authorized prior to the countersignature and delivery
of any such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless countersigned by the Trustee
by
manual signature, and such countersignature upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been
duly
executed and delivered hereunder. All Certificates shall be dated the date
of
their countersignature. On the Closing Date, the Trustee shall countersign
the
Certificates to be issued at the written direction of the Depositor, or any
affiliate thereof.
The
Depositor shall provide, or cause to be provided, to the Trustee on a continuous
basis, an adequate inventory of Certificates to facilitate
transfers.
The
Trustee shall have no obligation or duty to monitor, determine or inquire as
to
compliance with any restriction or transfer imposed under Article V of this
Agreement or under applicable law with respect to any transfer of any
Certificate, or any interest therein, other than to require delivery of the
certification(s) and/or opinions of counsel described in Article V applicable
with respect to changes in registration of record ownership of Certificates
in
the Certificate Register. The Trustee shall have no liability for transfers,
including transfers made through the book-entry facilities of the Depository
or
between or among Depository Participants or beneficial owners of the
Certificates made in violation of applicable restrictions.
| SECTION 5.02 |
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
(a) The
Trustee shall maintain, or cause to be maintained in accordance with the
provisions of Section 5.06, a Certificate Register for the Trust Fund in which,
subject to the provisions of subsections (b) and (c) below and to such
reasonable regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and of transfers and exchanges of Certificates
as
herein provided. Upon surrender for registration of transfer of any Certificate,
the Trustee shall execute and deliver, in the name of the designated transferee
or transferees, one or more new Certificates of the same Class and aggregate
Percentage Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates
are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Trustee duly executed by the holder thereof or
his
attorney duly authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
transfer or exchange of Certificates, but payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of transfer or exchange shall be
canceled and subsequently disposed of by the Trustee in accordance with the
Trustee’s customary procedures.
(b) No
transfer of a Private Certificate shall be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act and
any
applicable state securities laws or is exempt from the registration requirements
under said Act and such state securities laws. Except in connection with any
transfer of a Private Certificate by the Depositor to any affiliate or any
transfer of a Private Certificate from the Depositor or an affiliate of the
Depositor to an owner trust or other entity established by the Depositor, in
the
event that a transfer is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer and
such Certificateholder’s prospective transferee shall each certify to the
Trustee and the Depositor in writing the facts surrounding the transfer in
substantially the form set forth in Exhibit J (the “Transferor Certificate”) and
(i) deliver a letter in substantially the form of either (A) Exhibit K (the
“Investment Letter”) provided that all of the Class X Certificates of a Class
shall be transferred to one investor or the Depositor otherwise consents to
such
transfer, or (B) Exhibit L (the “Rule 144A Letter”) or (ii) there shall be
delivered to the Trustee and the Depositor at the expense of the transferor
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Securities Act. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the 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. Each Holder of a Private Certificate desiring
to
effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the
Depositor, the Seller and the 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.
If
any
Certificate Owner that is required under this Section 5.02(b) to transfer its
Book-Entry Certificates in the form of Definitive Certificates, (i) notifies
the
Trustee of such transfer or exchange and (ii) transfers such Book-Entry
Certificates to the Trustee, in its capacity as such, through the book-entry
facilities of the Depository, then the Trustee shall decrease the balance of
such Book-Entry Certificates or, the Trustee shall use reasonable efforts to
cause the surrender to the Certificate Registrar of such Book-Entry Certificates
by the Depository, and thereupon, the Trustee shall execute, authenticate and
deliver to such Certificate Owner or its designee one or more Definitive
Certificates in authorized denominations and with a like aggregate principal
amount.
Any
Certificate Owner of a Book-Entry Certificate other than any such “qualified
institutional buyers” shall notify the Trustee of its status as such and shall
transfer such Book-Entry Certificate to the Trustee, through the book-entry
facilities of the Depository, whereupon, and also upon surrender to the Trustee
of such Book-Entry Certificate by the Depository, (which surrender the Trustee
shall use reasonable efforts to cause to occur), the Trustee shall execute,
authenticate and deliver to such Certificate Owner or such Certificate Owner’s
nominee one or more Definitive Certificates in authorized denominations and
with
a like aggregate principal amount.
No
transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
and
the Depositor shall have received either (i) a representation from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate or a Residual Certificate, such requirement is satisfied only by
the
Trustee’s receipt of a representation letter from the transferee substantially
in the form of Exhibit K or Exhibit L, or Exhibit I, as applicable), to the
effect that such transferee is not an employee benefit plan or arrangement
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code
(a
“Plan”), nor a person acting on behalf of a Plan nor using the assets of a Plan
to effect such transfer or (ii) in the case of any such ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan or arrangement
or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory
to the Trustee, which Opinion of Counsel shall not be an expense of either
the
Trustee or the Trust Fund, addressed to the Trustee and the Depositor for the
benefit of the Trustee, the Depositor and the Servicer and on which they may
rely, to the effect that the purchase or holding of such ERISA-Restricted
Certificate will not result in the assets of the Trust Fund being deemed to
be
“plan assets” and subject to the prohibited transaction provisions of ERISA and
the Code and will not subject the Trustee, any Depositor, the Special Servicer
or the Servicer to any obligation in addition to those expressly undertaken
in
this Agreement or to any liability. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA-Restricted Certificate
to or
on behalf of an employee benefit plan subject to ERISA or to the Code without
the delivery to the Trustee and the Depositor of an Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no
effect.
Prior
to
the termination of the Supplemental Interest Trust, no transfer of a Class
1A-1,
Class 2A-1, Class 2A-2, Class 2A-3 or Class M Certificate shall be made unless
either (i) the Trustee and the Depositor shall have received a representation
or
a deemed representation, in the case of Book-Entry Certificates, from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee and the Depositor, to the effect that such
transferee is not an employee benefit plan subject to Section 406 of ERISA
or a
plan subject to Section 4975 of the Code (either a “Plan”), or a Person acting
on behalf of a Plan or using the assets of a Plan, or (ii) the transferee
provides a representation, or is deemed to represent in the case of the
Book-Entry Certificates that (A) it is an accredited investor within the meaning
of Prohibited Transaction Exemption 2002-4 and (B) that the proposed transfer
or
holding of such Certificate are eligible for exemptive relief under Prohibited
Transaction Exemption (“PTE”) 84-14, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ ▇▇-▇▇ or PTE
96-23. Any Holder of a Certificate or any interest therein that is a Book-Entry
Certificate shall be deemed to have made the representations described in the
preceding sentence.
To
the
extent permitted under applicable law (including, but not limited to, ERISA),
the Trustee shall be under no liability to any Person for any registration
of
transfer of any ERISA-Restricted Certificate that is in fact not permitted
by
this Section 5.02(b) or for making any payments due on such Certificate to
the
Holder thereof or taking any other action with respect to such Holder under
the
provisions of this Agreement so long as the transfer was registered by the
Trustee in accordance with the foregoing requirements.
(c) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of any Residual Certificate unless, in addition to the certificates required
to
be delivered to the Trustee under subparagraph (b) above, the Trustee and the
Depositor shall have been furnished with an affidavit (a “Transfer Affidavit”)
of the initial owner or the proposed transferee in the form attached hereto
as
Exhibit I.
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate and (C) not to Transfer its Ownership Interest in a
Residual Certificate or to cause the Transfer of an Ownership Interest in a
Residual Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 5.02(c) shall be
absolutely null and void and shall vest no rights in the purported Transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 5.02(c), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 5.02(b) and this Section 5.02(c) or for making any payments due
on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transfer Affidavit and Transferor
Certificate. The Trustee shall be entitled but not obligated to recover from
any
Holder of a Residual Certificate that was in fact not a Permitted Transferee
at
the time it became a Holder or, at such subsequent time as it became other
than
a Permitted Transferee, all payments made on such Residual Certificate at and
after either such time. Any such payments so recovered by the Trustee shall
be
paid and delivered by the Trustee to the last preceding Permitted Transferee
of
such Certificate.
(v) The
Depositor shall use its best efforts to make available, upon receipt of written
request from the Trustee, all information necessary to compute any tax imposed
under Section 860E(e) of the Code as a result of a Transfer of an Ownership
Interest in a Residual Certificate to any Holder who is not a Permitted
Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
5.02(c) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall
not be an expense of the Trust Fund, the Trustee, the Seller or the Servicer,
to
the effect that the elimination of such restrictions will not cause the Trust
Fund hereunder to fail to qualify as a REMIC at any time that the Certificates
are outstanding or result in the imposition of any tax on the Trust Fund, a
Certificateholder or another Person. Each Person holding or acquiring any
Ownership Interest in a Residual Certificate hereby consents to any amendment
of
this Agreement which, based on an Opinion of Counsel furnished to the Trustee,
is reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not transferred, directly
or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Residual Certificate which is held
by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(d) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 5.02 in connection with transfer shall be at the expense of the
parties to such transfers.
(e) Except
as
provided below, the Book-Entry Certificates shall at all times remain registered
in the name of the Depository or its nominee and at all times: (i) registration
of the Certificates may not be transferred by the Trustee except to another
Depository; (ii) the Depository shall maintain book-entry records with respect
to the Certificate Owners and with respect to ownership and transfers of such
Book-Entry Certificates; (iii) ownership and transfers of registration of the
Book-Entry Certificates on the books of the Depository shall be governed by
applicable rules established by the Depository; (iv) the Depository may collect
its usual and customary fees, charges and expenses from its Depository
Participants; (v) the Trustee shall deal with the Depository, Depository
Participants and indirect participating firms as representatives of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising
the
rights of holders under this Agreement, and requests and directions for and
votes of such representatives shall not be deemed to be inconsistent if they
are
made with respect to different Certificate Owners; and (vi) the Trustee may
rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owner. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners it represents
or of brokerage firms for which it acts as agent in accordance with the
Depository’s normal procedures.
If
(x)
(i) the Depository or the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (ii) the Trustee or the Depositor is unable
to locate a qualified successor, (y) the Depositor, with the consent of the
Depository Participants, advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository or (z) after the
occurrence of an Event of Default, Certificate Owners representing at least
51%
of the Certificate Balance of the Book-Entry Certificates together advise the
Trustee and the Depository through the Depository Participants in writing that
the continuation of a book-entry system through the Depository is no longer
in
the best interests of the Certificate Owners, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of definitive, fully-registered Certificates (the
“Definitive Certificates”) to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner’s Percentage
Interest in the related Class of Certificates. In order to make such request,
such Certificate Owner shall, subject to the rules and procedures of the
Depository, provide the Depository or the related Depository Participant with
directions for the Trustee to exchange or cause the exchange of the Certificate
Owner’s interest in such Class of Certificates for an equivalent Percentage
Interest in fully registered definitive form. Upon receipt by the Trustee of
instruction from the Depository directing the Trustee to effect such exchange
(such instructions to contain information regarding the Class of Certificates
and the Certificate Balance being exchanged, the Depository Participant account
to be debited with the decrease, the registered holder of and delivery
instructions for the Definitive Certificates and any other information
reasonably required by the Trustee), (i) the Trustee shall instruct the
Depository to reduce the related Depository Participant’s account by the
aggregate Certificate Balance of the Definitive Certificates, (ii) the Trustee
shall execute, authenticate and deliver, in accordance with the registration
and
delivery instructions provided by the Depository, a Definitive Certificate
evidencing such Certificate Owner’s Percentage Interest in such Class of
Certificates and (iii) the Trustee shall execute and authenticate a new
Book-Entry Certificate reflecting the reduction in the aggregate Class Principal
Balance of such Class of Certificates by the amount of the Definitive
Certificates.
None
of
the Seller, the Servicer, the Depositor or the Trustee shall be liable for
any
delay in delivery of any instruction required under this section and each may
conclusively rely on, and shall be protected in relying on, such instructions.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed
to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the
Depository.
No
transfer of any Class X-1 Certificate shall be made unless the transferee of
such Class X-1 Certificate provides to the Trustee or the Depositor the
appropriate tax certification form (i.e., IRS Form W-9 or IRS Form ▇-▇▇▇▇,
▇-▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable (or any successor form thereto)), as
a
condition to such transfer and agrees to update such forms (i) upon expiration
of any such form, (ii) as required under then applicable U.S. Treasury
regulations and (iii) promptly upon learning that any IRS Form W-9 or IRS Form
▇-▇▇▇▇, ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable (or any successor form thereto),
has become obsolete or incorrect. Upon receipt of any such tax certification
form from a transferee of any Class X-1 Certificate, the Trustee or the
Depositor shall provide a copy of such tax certification form to the
Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
shall provide a copy of any such tax certification form to the
Counterparty.
| SECTION 5.03 |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(a)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Trustee such security or indemnity
as may be required by it to hold it harmless, then, in the absence of notice
to
the Trustee that such Certificate has been acquired by a bona fide purchaser,
the Trustee shall execute, countersign and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like Class, tenor and Percentage Interest. In connection with the issuance
of
any new Certificate under this Section 5.03, the Trustee may require the payment
of a sum sufficient to cover any tax or other governmental charge that may
be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.
| SECTION 5.04 |
Persons
Deemed Owners.
|
The
Servicer, the Trustee and any agent of the Servicer or the Trustee may treat
the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and none of the Servicer,
the
Trustee or any agent of the Servicer or the Trustee shall be affected by any
notice to the contrary.
| SECTION 5.05 |
Access
to List of Certificateholders’ Names and
Addresses.
|
If
three
or more Certificateholders (a) request such information in writing from the
Trustee, (b) state that such Certificateholders desire to communicate with
other
Certificateholders with respect to their rights under this Agreement or under
the Certificates, and (c) provide a copy of the communication which such
Certificateholders propose to transmit, or if the Depositor or a Servicer shall
request such information in writing from the Trustee, then the Trustee shall,
within ten Business Days after the receipt of such request, provide the
Depositor, the Servicer or such Certificateholders at such recipients’ expense
the most recent list of the Certificateholders of such Trust Fund held by the
Trustee, if any. The Depositor and every Certificateholder, by receiving and
holding a Certificate, agree that the Trustee shall not be held accountable
by
reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which such
information was derived.
| SECTION 5.06 |
Maintenance
of Office or Agency.
|
The
Trustee will maintain or cause to be maintained at its expense an office or
offices or agency or agencies in St. ▇▇▇▇, Minnesota where Certificates may
be
surrendered for registration of transfer or exchange. The Trustee initially
designates its Corporate Trust Office for such purposes. The Trustee will give
prompt written notice to the Certificateholders of any change in such location
of any such office or agency.
ARTICLE
VI
THE
DEPOSITOR, THE SELLER, THE SERVICER AND ANY SPECIAL SERVICER
| SECTION 6.01 |
Respective
Liabilities of the Depositor, the Seller, the Servicer and the Special
Servicer.
|
The
Depositor, the Seller, the Servicer and any Special Servicer shall each be
liable in accordance herewith only to the extent of the obligations specifically
and respectively imposed upon and undertaken by them herein.
| SECTION 6.02 |
Merger
or Consolidation of the Depositor, the Seller, the Servicer or any
Special
Servicer.
|
The
Depositor, the Seller, the Servicer and any Special Servicer will each keep
in
full effect its existence, rights and franchises as a corporation under the
laws
of the United States or under the laws of one of the states thereof or as a
federally chartered savings bank organized under the laws of the United States
and will each obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or
any
of the Mortgage Loans and to perform its respective duties under this Agreement.
Notwithstanding the foregoing, the Seller or the Servicer may be merged or
consolidated into another Person in accordance with the following
paragraph.
Any
Person into which the Depositor, the Seller, the Servicer or any Special
Servicer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Depositor, the Seller, the Servicer or any Special
Servicer shall be a party, or any person succeeding to the business of the
Depositor, the Seller, the Servicer or any Special Servicer, shall be the
successor of the Depositor, the Seller, the Servicer or any Special Servicer,
as
the case may be, hereunder, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, provided, however, that the successor or surviving
Person with respect to a merger or consolidation of the Servicer or any Special
Servicer shall be an institution which is a ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac approved
company in good standing. In addition to the foregoing, there must be delivered
to the Trustee a letter from each of the Rating Agencies, to the effect that
such merger, conversion or consolidation of the Servicer will not result in
a
disqualification, withdrawal or downgrade of the then current rating of any
of
the Certificates.
| SECTION 6.03 |
Limitation
on Liability of the Depositor, the Seller, the Servicer, any Special
Servicer and Others.
|
None
of
the Depositor, the Seller, the Servicer, any Special Servicer nor any of the
directors, officers, employees or agents of the Depositor, the Seller, the
Servicer or any Special Servicer shall be under any liability to the
Certificateholders for any action taken or for refraining from the taking of
any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Seller, the Servicer, any Special Servicer or any such Person against any breach
of representations or warranties made by it herein or protect the Depositor,
the
Seller, the Servicer, the Special Servicer or any such Person from any liability
which would otherwise be imposed by reasons of willful misfeasance, bad faith
or
negligence in the performance of duties or by reason of reckless disregard
of
obligations and duties hereunder. The Depositor, the Seller, the Servicer,
any
Special Servicer and any director, officer, employee or agent of the Depositor,
the Seller, the Servicer or any Special Servicer may rely in good faith on
any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Seller, the
Trustee, the Servicer, any Special Servicer and any director, officer, employee
or agent of the Depositor, the Seller, the Trustee, the Servicer or any Special
Servicer shall be indemnified by the Trust Fund out of the Collection Account
and held harmless against any loss, liability or expense incurred in connection
with any legal action relating to this Agreement (including the provisions
set
forth in the last sentence of Section 2.01(a)) or the Certificates, other than
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of its duties hereunder or by reason
of
reckless disregard of obligations and duties hereunder; provided, however,
with
respect to the provisions set forth in the last sentence of Section 2.01(a),
such indemnification will be without regard to loss, liability or expense
incurred by reason of any willful misfeasance, bad faith or negligence in
performance of its duties hereunder. None of the Depositor, the Seller, the
Servicer or any Special Servicer shall be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its respective
duties hereunder and which in its opinion may involve it in any expense or
liability; provided, however, that any of the Depositor, the Seller, the
Servicer or any Special Servicer may in its discretion undertake any such action
that it may deem necessary or desirable in respect of this Agreement and the
rights and duties of the parties hereto and interests of the Trustee and the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs
and
liabilities of the Trust Fund, and the Depositor, the Seller, the Servicer
and
any Special Servicer shall be entitled to be reimbursed therefor out of the
Collection Account. The Servicer’s and any Special Servicer’s right to indemnity
or reimbursement pursuant to this Section 6.03 shall survive the resignation
or
termination of the Servicer as set forth herein.
| SECTION 6.04 |
Limitation
on Resignation of the Servicer.
|
(a) Subject
to Section 6.04(b) below, the Servicer shall not resign from the obligations
and
duties hereby imposed on it except (a)(i) upon appointment, pursuant to the
provisions of Section 7.02, of a successor servicer which (x) has a net worth
of
not less than $10,000,000 and (y) is a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac approved
company in good standing and (ii) receipt by the Trustee of a letter from each
Rating Agency that such a resignation and appointment will not result in a
qualification, withdrawal or downgrading of the then current rating of any
of
the Certificates, or (b) upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination under clause
(b)
permitting the resignation of the Servicer shall be evidenced by an Opinion
of
Counsel to such effect delivered to the Trustee. No such resignation shall
become effective until the Trustee or a successor servicer shall have assumed
the Servicer’s responsibilities, duties, liabilities and obligations hereunder
and the requirements of Section 7.02 have been satisfied.
(b) Notwithstanding
the foregoing at the Seller’s request and with respect to all or a portion of
the Mortgage Loans, so long as it is the owner of the servicing rights, SPS
shall resign upon the Seller’s selection and appointment of a successor
servicer; provided that the Seller delivers to the Trustee the letter required
by Section 6.04(a)(ii) above.
(c) Notwithstanding
the foregoing, at the request of the Majority in Interest Class X-1
Certificateholder, a Special Servicer shall resign, upon the selection and
appointment of a successor special servicer by the Majority in Interest Class
X-1 Certificateholder; provided, that any such successor Special Servicer shall
meet all the requirements of a Servicer as described in Section 7.02 of this
Agreement and shall comply in all respects with the applicable provisions of
this Agreement.
ARTICLE
VII
DEFAULT
| SECTION 7.01 |
Events
of Default.
|
“Event
of
Default”, wherever used herein, means any one of the following
events:
(i) any
failure by the Servicer to make any deposit or payment required pursuant to
this
Agreement which continues unremedied for a period of one Business Day (or,
in
the case of any such failure to make any deposit or payment due to any outbreak
or escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis or act of god, for a period of
three Business Days) after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by
the
Trustee or the Depositor, or to the Servicer and the Trustee by the Holders
of
Certificates having not less than 25% of the Voting Rights evidenced by the
Certificates; or
(ii) any
failure by the Servicer duly to observe or perform in any material respect
any
other of the covenants or agreements on the part of the Servicer set forth
in
this Agreement, which failure or breach (a) materially affects the rights of
the
Certificateholders and (b) continues unremedied for a period of 30 days after
the date on which written notice of such failure or breach, requiring the same
to be remedied, shall have been given to the Servicer by the Trustee or the
Depositor, or to the Servicer and the Trustee by the Holders of Certificates
having not less than 25% of the Voting Rights evidenced by the Certificates;
or
(iii) if
a
representation or warranty set forth in Section 2.03(b) or (c), as applicable,
hereof shall prove to be materially incorrect as of the time made in any respect
that materially and adversely affects interests of the Certificateholders,
and
the circumstances or condition in respect of which such representation or
warranty was incorrect shall not have been eliminated or cured, within 30 days
(or, if such breach is not capable of being cured within 30 days and provided
that the Servicer believes in good faith that such breach can be cured and
is
diligently pursuing the cure thereof, within 90 days) after the date on which
written notice thereof shall have been given to the Servicer by the Trustee
for
the benefit of the Certificateholders or by the Depositor; or
(iv) failure
by the Servicer to maintain, if required, its license to do business in any
jurisdiction where the related Mortgaged Property is located, to the extent
such
failure materially and adversely affects the ability of the Servicer to perform
its obligations under this Agreement; or
(v) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, including bankruptcy, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Servicer and such decree or order shall
have
remained in force undischarged or unstayed for a period of 60 consecutive days;
or
(vi) the
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(vii) any
failure of the Servicer to make any Advance, to the extent required under
Section 4.01 in the manner and at the time required to be made from its own
funds pursuant to this Agreement and after receipt of notice from the Trustee,
which failure continues unremedied after the close of business on the Business
Day immediately preceding the related Distribution Date; or
(viii) the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of or commence a voluntary case
under, any applicable insolvency, bankruptcy or reorganization statute, make
an
assignment for the benefit of its creditors, voluntarily suspend payment of
its
obligations or cease its normal business operations for three Business Days;
or
(ix) (a)
the
servicer rankings or ratings for the Servicer are downgraded to “below average”
status or below by one or more of the Rating Agencies rating the Certificates
or
(b) one or more Classes of the Certificates are downgraded or placed on negative
watch due in whole or in part to the performance or servicing of the Servicer;
or
(x) any
failure of the Servicer to deliver to the Trustee and the Depositor the items
required by Sections 3.16, 3.17 and 8.12(c) within two Business Days of notice
thereof from the Trustee or the Depositor.
Other
than an Event of Default resulting from a failure of the Servicer to make any
Advance, if an Event of Default described in clauses (i) through (viii) of
this
Section shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, the Trustee may, or at the
direction of the Holders of Certificates evidencing not less than 51% of the
Voting Rights evidenced by the Certificates, the Trustee shall by notice in
writing to the Servicer (with a copy to each Rating Agency), terminate all
of
the rights and obligations of the Servicer under this Agreement and in and
to
the related Mortgage Loans and the proceeds thereof, other than its rights
as a
Certificateholder hereunder (and the rights to reimburse itself for Advances
and
Servicing Advances previously made pursuant to this Agreement, the right to
accrued and unpaid Servicing Fees and the rights under Section 6.03 with respect
to events occurring prior to such termination). If an Event of Default results
from the failure of the Servicer to make an Advance, the Trustee shall prior
to
the Distribution Date occurring in the succeeding calendar month, by notice
in
writing to the Servicer and the Depositor (with a copy to each Rating Agency),
terminate all of the rights and obligations of the Servicer under this Agreement
prior to the Distribution Date occurring in the succeeding calendar month and
in
and to the related Mortgage Loans and the proceeds thereof, other than its
rights as a Certificateholder hereunder and the rights to reimburse itself
for
Advances and Servicing Advances previously made pursuant to this Agreement,
the
right to accrued and unpaid Servicing Fees and the rights under Section 6.03
with respect to events occurring prior to such termination. If an Event of
Default described in clause (ix) or (x) of this Section occurs, the Trustee
shall, at the direction of the Seller, by notice in writing to the Servicer,
terminate all of the rights and obligations of such Servicer under this
Agreement (other than its right to reimburse itself for Advances and Servicing
Advances previously made, as provided in Section 3.08, the right to accrued
and
unpaid Servicing Fees and the rights under Section 6.03 with respect to events
occurring prior to such termination) and shall appoint as successor Servicer
the
entity selected by the Seller in accordance with Section 7.02; provided the
Seller shall first furnish to the Trustee a letter from each Rating Agency
that
the appointment of such successor will not result in a downgrading of the rating
of any of the Certificates.
Upon
receipt by the Servicer of such written notice of termination, all authority
and
power of the Servicer under this Agreement, whether with respect to the Mortgage
Loans serviced by it or otherwise, shall pass to and be vested in the Trustee
or
its nominee. Upon written request from the Trustee, the Servicer shall prepare,
execute and deliver to the successor entity designated by the Trustee any and
all documents and other instruments, place in such successor’s possession all
related Mortgage Files, and do or cause to be done all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
including but not limited to the transfer and endorsement or assignment of
the
Mortgage Loans and related documents, at the Servicer’s sole expense. The
Servicer shall cooperate with the Trustee and such successor in effecting the
termination of such Servicer’s responsibilities and rights hereunder, including
without limitation, the transfer to such successor for administration by it
of
all cash amounts, net of unreimbursed Advances and Servicing Advances and unpaid
Servicing Fees which shall at the time be credited by the Servicer to the
Collection Account or Escrow Account or thereafter received with respect to
the
Mortgage Loans. The Trustee, as successor Servicer, shall thereupon make any
Advance prior to the related Distribution Date. The Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments,
and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer
and
endorsement or assignment of the related Mortgage Loans and related documents,
or otherwise.
| SECTION 7.02 |
Trustee
to Act; Appointment of Successor.
|
On
and
after the time the Servicer receives a notice of termination pursuant to Section
7.01 of this Agreement or the resignation of the Servicer pursuant to Section
6.04, the Trustee shall, subject to and to the extent provided herein, be the
successor to the Servicer, but only in its capacity as servicer under this
Agreement, and not in any other, and the transactions set forth herein and
shall
be subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions hereof and applicable law
including the obligation to make Advances pursuant to Section 4.01. As
compensation therefor, the Trustee shall be entitled to all funds relating
to
the Mortgage Loans that the Servicer would have been entitled to charge to
the
Collection Account, provided that the terminated Servicer shall nonetheless
be
entitled to payment or reimbursement as provided in Section 3.08 to the extent
that such payment or reimbursement relates to the period prior to termination
of
the Servicer. Notwithstanding the foregoing, if the Trustee has become the
successor to the Servicer in accordance with Section 7.01, the Trustee may,
if
it shall be unwilling to so act, or shall, if it is prohibited by applicable
law
from making Advances pursuant to 4.01 hereof, or if it is otherwise unable
to so
act, appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution the appointment of which does
not adversely affect the then current rating of the Certificates by each Rating
Agency, as the successor to the Servicer hereunder in the assumption of all
or
any part of the responsibilities, duties or liabilities of the Servicer
hereunder. Any successor to the Servicer shall be an institution which is a
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac approved seller/servicer for first and second loans
in
good standing, which has a net worth of at least $10,000,000, which is willing
to service the related Mortgage Loans and which executes and delivers to the
Depositor and the Trustee an agreement accepting such delegation and assignment,
containing an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer (other than
liabilities of the Servicer under Section 6.03 hereof incurred prior to
termination of the Servicer under Section 7.01 hereunder), with like effect
as
if originally named as a party to this Agreement; provided that each Rating
Agency acknowledges that its rating of the Certificates in effect immediately
prior to such assignment and delegation will not be qualified, withdrawn or
downgraded as a result of such assignment and delegation. Pending appointment
of
a successor to the Servicer hereunder, the Trustee, unless the Trustee is
prohibited by law from so acting, shall, subject to the limitations described
herein, act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it
and
such successor shall agree; provided, however, that no such compensation shall
be in excess of the Servicing Fee. The Trustee and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Neither the Trustee nor any other successor servicer shall
be deemed to be in default by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof or any failure to
perform, or any delay in performing, any duties or responsibilities hereunder,
in either case caused by the failure of the Servicer to deliver or provide,
or
any delay in delivering or providing, any cash, information, documents or
records to it.
In
connection with the termination or resignation of the Servicer hereunder, either
(i) the successor servicer, including the Trustee if the Trustee is acting
as
successor Servicer, shall represent and warrant that it is a member of MERS
in
good standing and shall agree to comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the Mortgage Loans
that are registered with MERS, in which case the predecessor Servicer shall
cooperate with the successor Servicer in causing MERS to revise its records
to
reflect the transfer of servicing to the successor Servicer as necessary under
MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate
with the successor Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee
and to execute and deliver such other notices, documents and other instruments
as may be necessary or desirable to effect a transfer of such Mortgage Loan
or
servicing of such Mortgage Loan on the MERS® System to the successor Servicer.
The predecessor Servicer shall file or cause to be filed any such assignment
in
the appropriate recording office. The predecessor Servicer shall bear any and
all fees of MERS, costs of preparing any assignments of Mortgage, and fees
and
costs of filing any assignments of Mortgage that may be required under this
subsection.
Any
successor to the Servicer shall give notice to the Mortgagors of such change
of
servicer and shall, during the term of its service as servicer, maintain in
force the policy or policies that the Servicer is required to maintain pursuant
to this Agreement.
| SECTION 7.03 |
Notification
to Certificateholders.
|
(a) Upon
any
termination of or appointment of a successor to the Servicer, the Trustee shall
give prompt written notice thereof to Certificateholders and to each Rating
Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders notice of each such Event of Default hereunder
actually known to the Trustee, unless such Event of Default shall have been
cured or waived.
ARTICLE
VIII
CONCERNING
THE TRUSTEE
| SECTION 8.01 |
Duties
of the Trustee.
|
The
Trustee, prior to the occurrence of an Event of Default and after the curing
of
all Events of Default that may have occurred, shall undertake to perform such
duties and only such duties as are specifically set forth in this Agreement.
In
case an Event of Default has occurred and remains uncured, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and
use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee that
are specifically required to be furnished pursuant to any provision of this
Agreement shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee shall not be responsible
for the accuracy or content of any such resolution, certificate, statement,
opinion, report, document, order or other instrument.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own willful misconduct; provided, however, that:
(i) unless
an
Event of Default actually known to the Trustee shall have occurred and be
continuing, the duties and obligations of the Trustee shall be determined solely
by the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement which it believed in good
faith
to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;
(ii) the
Trustee shall not be liable for an error of judgment made in good faith by
a
Responsible Officer or Responsible Officers of the Trustee, unless it shall
be
finally proven that the Trustee was negligent in ascertaining the pertinent
facts; and
(iii) the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction of
Holders of Certificates evidencing not less than 25% of the Voting Rights of
Certificates relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Agreement.
| SECTION 8.02 |
Certain
Matters Affecting the Trustee.
|
Except
as
otherwise provided in Section 8.01:
(i) the
Trustee may request and conclusively rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officers’ Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties and the Trustee shall have no responsibility to
ascertain or confirm the genuineness of any signature of any such party or
parties;
(ii) the
Trustee may consult with counsel, financial advisers or accountants and the
advice of any such counsel, financial advisers or accountants and any Opinion
of
Counsel shall be full and complete authorization and protection in respect
of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;
(iii) the
Trustee shall not be liable for any action taken, suffered or omitted by it
in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing so to do by Holders of Certificates evidencing
not
less than 25% of the Voting Rights allocated to each Class of
Certificates;
(v) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, affiliates, accountants
or
attorneys;
(vi) the
Trustee shall not be required to risk or expend its own funds or otherwise
incur
any financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers hereunder if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not assured to it;
(vii) the
Trustee shall not be liable for any loss on any investment of funds pursuant
to
this Agreement (other than as issuer of the investment security);
(viii) the
Trustee shall not be deemed to have knowledge of an Event of Default until
a
Responsible Officer of the Trustee shall have received written notice thereof;
and
(ix) the
Trustee shall be under no obligation to exercise any of the trusts, rights
or
powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction
of
any of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby.
(x) It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Supplemental Interest Trust Trustee. The Supplemental Interest Trust
Trustee is hereby directed to execute and deliver the Swap Agreement, and to
make the representations required therein. The Supplemental Interest Trust
Trustee shall be entitled to be indemnified and held harmless by the Depositor
from and against any and all losses, claims, expenses or other liabilities
that
arise by reason of or in connection with the performance or observance of its
duties or obligations under the Swap Agreement, except to the extent that the
same is due to the Supplemental Interest Trust Trustee’s willful misfeasance,
bad faith or negligence. Any Person appointed as successor trustee pursuant
to
Section 8.08 shall also be required to serve as successor supplemental interest
trust trustee.
| SECTION 8.03 |
Trustee
Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor or the Seller, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document, or of MERS or the
MERS® System, other than with respect to the Trustee’s execution and
countersignature of the Certificates. The Trustee shall not be accountable
for
the use or application by the Depositor or the Servicer of any funds paid to
the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in
or
withdrawn from the Collection Account by the Depositor or the
Servicer.
| SECTION 8.04 |
Trustee
May Own Certificates.
|
The
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates and may transact business with the Depositor, the Seller, the
Servicer and their affiliates, with the same rights as it would have if it
were
not the Trustee.
| SECTION 8.05 |
Trustee’s
Fees and Expenses.
|
The
Trustee, as compensation for its activities hereunder, shall be entitled to
(a)
withdraw from the Certificate Account on each Distribution Date prior to making
distributions pursuant to Section 4.02 an amount equal to the Trustee Fee for
such Distribution Date and (b) investment earnings on amounts on deposit in
the
Certificate Account. The Trustee and any director, officer, employee or agent
of
the Trustee shall be indemnified by the Depositor and the Servicer, to the
extent such indemnity related to the failure of the Servicer to perform its
servicing obligations in accordance with this Agreement, and held harmless
against any loss, liability or expense (including reasonable attorney’s fees and
expenses) (i) incurred in connection with any claim or legal action relating
to
(a)
this
Agreement (including the provisions set forth in the last sentence of Section
2.01(a)), (b) the Custodial Agreement, (c) the Certificates, or (d) the
performance of any of the Trustee’s duties hereunder (including website posting
of reports as required by Section 8.12(a)), other than any loss, liability
or
expense incurred by reason of willful misfeasance, bad faith or negligence
in
the performance of any of the Trustee’s duties hereunder or incurred by reason
of any action of the Trustee taken at the direction of the Certificateholders;
provided, however, with respect to the provisions set forth in the last sentence
of Section 2.01(a), such indemnification will be without regard to loss,
liability or expense incurred by reason of any willful misfeasance, bad faith
or
negligence in the performance of any of the Trustee’s duties hereunder and
(ii)
resulting from any error in any tax or information return prepared by the
Servicer. Such indemnity shall survive the termination of this Agreement or
the
resignation or removal of the Trustee hereunder. Without limiting the foregoing,
the Depositor covenants and agrees, except as otherwise agreed upon in writing
by the Depositor and the Trustee, and except for any such expense, disbursement
or advance as may arise from the Trustee’s negligence, bad faith or willful
misconduct, to pay or reimburse the Trustee, for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Agreement with respect to: (A) the reasonable
compensation and the expenses and disbursements of its counsel not associated
with the closing of the issuance of the Certificates, (B) the reasonable
compensation, expenses and disbursements of any accountant, engineer or
appraiser that is not regularly employed by the Trustee, to the extent that
the
Trustee must engage such persons to perform acts or services hereunder and
(C)
printing and engraving expenses in connection with preparing any Definitive
Certificates. Except as otherwise provided herein, the Trustee shall not be
entitled to payment or reimbursement for any routine ongoing expenses incurred
by the Trustee in the ordinary course of its duties as Trustee, Registrar or
agent for the Tax Matters Person hereunder or for any other
expenses.
| SECTION 8.06 |
Eligibility
Requirements for the Trustee and
Custodian.
|
The
Trustee hereunder shall at all times be a corporation or association organized
and doing business under the laws of a state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and with a credit rating which would
not cause either of the Rating Agencies to reduce their respective then current
Ratings of the Certificates (or having provided such security from time to
time
as is sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation or association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease
to
be eligible in accordance with the provisions of this Section 8.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
8.07. The entity serving as Trustee may have normal banking and trust
relationships with the Depositor and its affiliates or a Servicer and its
affiliates; provided, however, that such entity cannot be an affiliate of the
Seller, the Depositor or a Servicer other than the Trustee in its role as
successor to a Servicer.
| SECTION 8.07 |
Resignation
and Removal of the Trustee.
|
The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice of resignation to the Depositor, the Seller, the
Servicer, any Special Servicer and each Rating Agency not less than 60 days
before the date specified in such notice, when, subject to Section 8.08, such
resignation is to take effect, and acceptance by a successor trustee in
accordance with Section 8.08 meeting the qualifications set forth in Section
8.06. If no successor trustee meeting such qualifications shall have been so
appointed and have accepted appointment within 30 days after the giving of
such
notice of resignation or removal (as provided below), the resigning or removed
Trustee may petition any court of competent jurisdiction for the appointment
of
a successor trustee.
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 and shall fail to resign after written request thereto by the
Depositor, or if at any time the Trustee shall become incapable of acting,
or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or
of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or a tax is imposed with respect
to
the Trust Fund by any state in which the Trustee or the Trust Fund is located
and the imposition of such tax would be avoided by the appointment of a
different trustee, then the Depositor may remove the Trustee and appoint a
successor trustee by written instrument, in triplicate, one copy of which shall
be delivered to the Trustee, one copy to the Servicer and the Seller and one
copy to the successor trustee.
The
Holders of Certificates entitled to at least 51% of the Voting Rights may at
any
time remove the Trustee and appoint a successor trustee by written instrument
or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which shall be delivered by the successor
Trustee to the Servicer and the Seller, one complete set to the Trustee so
removed and one complete set to the successor so appointed. Notice of any
removal of the Trustee shall be given to each Rating Agency by the successor
trustee. All costs and expenses incurred by the Trustee in connection with
the
removal of the Trustee without cause shall be reimbursed to the Trustee from
amounts on deposit in the Collection Account.
Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 8.07 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
8.08.
| SECTION 8.08 |
Successor
Trustee.
|
Any
successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee and
the
Servicer and the Seller an instrument accepting such appointment hereunder
and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor, the Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming
in
the successor trustee all such rights, powers, duties, and
obligations.
No
successor trustee shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06 and its appointment shall not adversely
affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee as provided in this Section
8.08, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the Depositor fails to mail such
notice within 10 days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of
the
Depositor.
Any
Person appointed as successor trustee pursuant to Section 8.07 shall also be
required to serve as successor supplemental interest trust trustee under the
Swap Agreement.
| SECTION 8.09 |
Merger
or Consolidation of the Trustee.
|
Any
corporation into which the Trustee may be merged or converted or with which
it
may be consolidated or any corporation resulting from any merger, conversion
or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be eligible under the provisions
of Section 8.06 without the execution or filing of any paper or further act
on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
| SECTION 8.10 |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing any Mortgage Note may at the time be located, the Servicer
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee or co-trustees jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to
vest
in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Servicer and the Trustee
may consider necessary or desirable. If the Servicer shall not have joined
in
such appointment within 15 days after the receipt by it of a request to do
so,
or in the case an Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee
or
separate trustee hereunder shall be required to meet the terms of eligibility
as
a successor trustee under Section 8.06 and no notice to Certificateholders
of
the appointment of any co-trustee or separate trustee shall be required under
Section 8.08.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) To
the
extent necessary to effectuate the purposes of this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall
be
conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate
trustee or co-trustee is not authorized to act separately without the Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to a Servicer hereunder), the Trustee shall
be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
applicable Trust Fund or any portion thereof in any such jurisdiction) shall
be
exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder and such appointment shall not, and
shall not be deemed to, constitute any such separate trustee or co-trustee
as
agent of the Trustee;
(iii) The
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee; and
(iv) The
Depositor, and not the Trustee, shall be liable for the payment of reasonable
compensation, reimbursement and indemnification to any such separate trustee
or
co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the separate trustees and co-trustees, when and as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Servicer and the Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
| SECTION 8.11 |
Tax
Matters.
|
It
is
intended that the assets with respect to which the REMIC elections are to be
made, as set forth in the Preliminary Statement, shall constitute, and that
the
conduct of matters relating to each such segregated pool of assets shall be
such
as to qualify such assets as, a “real estate mortgage investment conduit” as
defined in and in accordance with the Trust Fund Provisions. In furtherance
of
such intention, the Trustee covenants and agrees that it shall act as agent
(and
the Trustee is hereby appointed to act as agent) for the Tax Matters Person
and
on behalf of the Trust Fund and that in such capacity it shall: (a) prepare
and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and applicable state or
local tax authorities income tax or information returns for each taxable year
with respect to each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5
containing such information and at the times and in the manner as may be
required by the Code or state or local tax laws, regulations, or rules, and
furnish or cause to be furnished to Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby;
(b)
within thirty days of the Closing Date, furnish or cause to be furnished to
the
Internal Revenue Service, on Forms 8811 or as otherwise may be required by
the
Code, the name, title, address, and telephone number of the person that the
holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such form,
and
update such information at the time or times in the manner required by the
Code;
(c) make or cause to be made elections that the assets of each of REMIC 1,
REMIC
2, REMIC 3, REMIC 4 and REMIC 5 be treated as a REMIC on the federal tax return
for its first taxable year (and, if necessary, under applicable state law);
(d)
prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary, state
tax authorities, all information returns and reports as and when required to
be
provided to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using the Prepayment
Assumption; (e) provide information necessary for the computation of tax imposed
on the transfer of a Residual Certificate to a Person that is not a Permitted
Transferee, or an agent (including a broker, nominee or other middleman) of
a
Non-Permitted Transferee, or a pass-through entity in which a Non-Permitted
Transferee is the record holder of an interest (the reasonable cost of computing
and furnishing such information may be charged to the Person liable for such
tax); (f) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are outstanding
so as
to maintain the status of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 as
a
REMIC under the REMIC Provisions; (g) not knowingly or intentionally take any
action or omit to take any action that would cause the termination of the REMIC
status of REMIC 1, REMIC 2, REMIC 3, REMIC 4 or REMIC 5; (h) pay, from the
sources specified in the fourth paragraph of this Section 8.11, the amount
of
any federal or state tax, including prohibited transaction taxes as described
below, imposed on the Trust Fund prior to its termination when and as the same
shall be due and payable (but such obligation shall not prevent the Trustee
or
any other appropriate Person from contesting any such tax in appropriate
proceedings and shall not prevent the Trustee from withholding payment of such
tax, if permitted by law, pending the outcome of such proceedings); (i) ensure
that federal, state or local income tax or information returns shall be signed
by the Trustee or such other person as may be required to sign such returns
by
the Code or state or local laws, regulations or rules; (j) maintain records
relating to the Trust Fund, including but not limited to the income, expenses,
assets and liabilities thereof and the fair market value and adjusted basis
of
the assets determined at such intervals as may be required by the Code, as
may
be necessary to prepare the foregoing returns, schedules, statements or
information; and (k) as and when necessary and appropriate, represent the Trust
Fund in any administrative or judicial proceedings relating to an examination
or
audit by any governmental taxing authority, request an administrative adjustment
as to any taxable year of the Trust Fund, enter into settlement agreements
with
any governmental taxing agency, extend any statute of limitations relating
to
any tax item of the Trust Fund, and otherwise act on behalf of the Trust Fund
in
relation to any tax matter or controversy involving it.
To
the
extent that they are under its control, the Servicer shall conduct matters
relating to the assets of each REMIC at all times that any Certificates are
outstanding so as to maintain the status of REMIC
1,
REMIC 2, REMIC 3 and REMIC 4 as
a
REMIC under the REMIC Provisions. No Servicer shall knowingly or intentionally
take any action that would cause the termination of the REMIC status of REMIC
1,
REMIC 2, REMIC 3and REMIC 4.
In
order
to enable the Trustee to perform its duties as set forth herein, the Depositor
shall provide, or cause to be provided, to the Trustee within ten (10) days
after the Closing Date all information or data that the Trustee requests in
writing and determines to be relevant for tax purposes to the valuations and
offering prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flows of the Certificates and
the Mortgage Loans. Thereafter, the Depositor shall provide to the Trustee
promptly upon written request therefor any such additional information or data
that the Trustee may, from time to time, reasonably request in order to enable
the Trustee to perform its duties as set forth herein. The Depositor hereby
indemnifies the Trustee for any losses, liabilities, damages, claims or expenses
of the Trustee arising from any errors or miscalculations of the Trustee that
result from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Trustee on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of the Trust Fund as
defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure
property” of the Trust Fund as defined in Section 860G(c) of the Code, on any
contribution to the Trust Fund after the Startup Day pursuant to Section 860G(d)
of the Code, or any other tax is imposed, if not paid as otherwise provided
for
herein, such tax shall be paid by (i) the Trustee, if any such other tax arises
out of or results from a breach by the Trustee of any of its obligations under
this Agreement, (ii) the related Servicer or the Seller, in the case of any
such
minimum tax, if such tax arises out of or results from a breach by such Servicer
or the Seller of any of their obligations under this Agreement or (iii) the
Seller, if any such tax arises out of or results from the Seller’s obligation to
repurchase a related Mortgage Loan pursuant to Section 2.02 or 2.03 or (iv)
in
all other cases, or in the event that the Trustee, the related Servicer or
Seller fails to honor its obligations under the preceding clauses (i), (ii)
or
(iii), any such tax will be paid with amounts otherwise to be distributed to
the
Certificateholders, as provided in Section 4.02.
Neither
a
Servicer nor the Trustee shall enter into any arrangement by which any of REMIC
1, REMIC 2, REMIC 3 or REMIC 4 will receive a fee or other compensation for
services nor permit any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to receive
any
income from assets other than “qualified mortgages” as defined in Section
860G(a)(3) of the Code or “permitted investments” as defined in Section
860G(a)(5) of the Code.
| SECTION 8.12 |
Commission
Reporting.
|
The
Trustee and the Servicer shall reasonably cooperate with the Depositor in
connection with the Trust’s satisfying the reporting requirements under the
Exchange Act.
(a) (i)
For
so
long as the Trust Fund is subject to the Exchange Act reporting
requirements,
within
15 days after each Distribution Date, the Trustee shall file with the Commission
via the Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”), a Distribution
Report on Form 10-D, signed by the Depositor, with a copy of the Monthly
Statement to be furnished by the Trustee to the Certificateholders for such
Distribution Date. Any disclosure in addition to the Monthly Statement required
to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be
determined and prepared by the Trustee provided the entity indicated in Exhibit
FF as the responsible party for providing that information notifies the Trustee
in writing thereof within 5 calendar days after each Distribution Date, and
the
Trustee shall have no liability with respect to any failure to properly prepare
or file such Form 10-D resulting from or relating to the Trustee’s inability or
failure to obtain any information in a timely manner from the party responsible
for delivery of such Additional Form 10-D Disclosure.
For
so
long as the Trust Fund is subject to the Exchange Act reporting requirements,
within 5 calendar days after the related Distribution Date, each entity that
is
indicated in Exhibit FF as the responsible party for providing Additional Form
10-D Disclosure shall be required to provide to the Trustee and the Depositor,
to the extent known by a Responsible Officer, clearly identifying which item
of
Form 10-D the information relates to, any Additional Form 10-D Disclosure,
if
applicable. The Trustee shall compile the information provided to it, prepare
the Form 10-D and forward the Form 10-D to the Depositor for verification.
The
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the Form 10-D. No later than three Business Days prior to the 15th calendar
day after the related Distribution Date, an officer of the Depositor shall
sign
the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the
Trustee.
(ii) For
so
long as the Trust Fund is subject to the Exchange Act reporting requirements,
within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested
by the Depositor, the Trustee shall prepare and file on behalf of the Trust
a
Form 8-K reporting such Reportable Event, provided that the Depositor shall
file
the initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be
determined and provided to the Trustee by the entity that is indicated in
Exhibit FF as the responsible party for providing that information, if other
than the Trustee, to the Trustee within two Business Days after the Reportable
Event, and the Trustee shall have no liability with respect to any failure
to
properly prepare or file such Form 8-K resulting from or relating to the
Trustee’s inability or failure to obtain any information in a timely manner from
the party responsible for delivery of such Form 8-K Disclosure
Information.
For
so
long as the Trust Fund is subject to the Exchange Act reporting requirements,
no
later than the end of business on the second Business Day after the occurrence
of a Reportable Event, the entity that is indicated in Exhibit FF as the
responsible party for providing Form 8-K Disclosure Information shall be
required to provide to the Trustee and the Depositor, to the extent known by
a
Responsible Officer, the substance of any Form 8-K Disclosure Information,
if
applicable. The Trustee shall compile the information provided to it, prepare
the Form 8-K and forward the Form 8-K to the Depositor for verification. The
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the Form 8-K. No later than 5 p.m. New York City time on the third Business
Days after the Reportable Event, an officer of the Depositor shall sign the
Form
8-K and return an electronic or fax copy of such signed Form 8-K (with an
original executed hard copy to follow by overnight mail) to the
Trustee.
(iii) Prior
to
January 30 of the first year in which the Trustee is able to do so under
applicable law, the Trustee shall file a Form 15 Suspension Notice with respect
to the Trust Fund. Prior to (x) March 15, 2007 and (y) unless and until a Form
15 Suspension Notice shall have been filed, prior to March 15 of each year
thereafter, the Servicer and any Special Servicer shall provide the Trustee
(for
inclusion in the Form 10-K) with an Annual Compliance Statement, together with
a
copy of the Assessment of Compliance and Attestation Report to be delivered
by
the the Servicer or any Special Servicer pursuant to Sections 3.16 and 3.17
(including with respect to any Subservicer to which such Servicer has delegated
any of its responsibilities with respect to the related Mortgage Loans and
each
Subcontractor determined by the Servicer to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, if required to be
filed). Prior to (x) March 31, 2007 and (y) unless and until a Form 15
Suspension Notice shall have been filed, March 31 of each year thereafter,
the
Trustee shall file a Form 10-K with respect to the Trust Fund. Such Form 10-K
shall include the items provided by the Servicer and any Special Servicer
pursuant to the second preceding sentence, the Assessment of Compliance and
Attestation Report provided pursuant to Section 3.17 with respect to the
Trustee, and the Form 10-K certification in the form attached hereto as Exhibit
W (the “Depositor Certification”) signed by the senior officer of the Depositor
in charge of securitization. The Trustee shall receive the items described
in
the preceding sentence no later than March 10 of each calendar year prior to
the
filing deadline for the Form 10-K for so long as the Trust Fund is subject
to
the Exchange Act reporting requirements. If the Trustee or the Depositor has
not
received such items by March 10 of the related year, such party shall notify
the
the Servicer or any Special Servicer by telephone and email, or by telephone
and
fax, of such failure.
Not
later
than 5 Business Days before the date on which the Form 10-K is required to
be
filed in accordance with the Exchange Act and the rules and regulations of
the
Commission, the Depositor will deliver to the Trustee a form of the Depositor
Certification. The Depositor shall subsequently deliver to the Trustee the
executed Depositor Certification no later than the date on which the Form 10-K
is required to be filed.
Any
disclosure or information in addition to that described in the preceding
paragraph that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be determined and provided to the Trustee by the entity that
is indicated in Exhibit FF as the responsible party for providing that
information, if other than the Trustee.
If
information, data and exhibits to be included in the Form 10-K are not so timely
delivered, the Trustee shall file an amended Form 10-K including such documents
as exhibits reasonably promptly after they are delivered to the Trustee. The
Trustee shall have no liability with respect to any failure to properly prepare
or file such periodic reports resulting from or relating to the Trustee’s
inability or failure to timely obtain any information from any other
party.
Prior
to
(x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall
have been filed, prior to March 1 of each year thereafter, each entity that
is
indicated in Exhibit FF as the responsible party for providing Additional Form
10-K Disclosure information shall be required to provide to the Trustee and
the
Depositor, to the extent known by a Responsible Officer, the substance of any
Additional Form 10-K Disclosure information, if applicable. The Trustee shall
compile the information provided to it, prepare the Form 10-K and forward the
Form 10-K to the Depositor for verification. The Depositor will approve, as
to
form and substance, or disapprove, as the case may be, the Form 10-K by no
later
than March 25 of the relevant year (or the immediately preceding Business Day
if
March 25 is not a Business Day), an officer of the Depositor shall sign the
Form
10-K and return an electronic or fax copy of such signed Form 10-K (with an
original executed hard copy to follow by overnight mail) to the
Trustee.
The
Trustee will post electronic copies of all Form 10-D, 8-K and 10-K filings
on
its internet website referred to in Section 4.06 as soon as reasonably
practicable after such filings have been made with the Commission.
(b) Not
later
than 15 calendar days before the date on which the Form 10-K is required to
be
filed in accordance with the Exchange Act and the rules and regulations of
the
Commission (or, if such day is not a Business Day, the immediately preceding
Business Day), the Trustee shall sign a certification in the form attached
hereto as Exhibit X (the “Trustee Certification”) for the benefit of the
Depositor and its officers, directors and affiliates regarding certain aspects
of items 1 through 3 of the Depositor Certification. In addition, the Trustee
shall, subject to the provisions of Section 8.01 and 8.02 hereof, indemnify
and
hold harmless the Depositor and each Person, if any, who “controls” the
Depositor within the meaning of the Securities Act and its officers, directors
and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) the failure of
the
Trustee to deliver when required any Assessment of Compliance required pursuant
to Section 3.17 or (ii) any material misstatement or omission contained in
the
Trustee Certification or the Assessment of Compliance prepared by the Trustee
pursuant to Section 3.17. If the indemnification provided for in this Section
8.12(b) is unavailable or insufficient to hold harmless such Persons, then
the
Trustee shall contribute to the amount paid or payable by such Persons as a
result of the losses, claims, damages or liabilities of such Persons in such
proportion as is appropriate to reflect the relative fault of the Depositor
on
the one hand and the Trustee on the other. The Trustee acknowledges that the
Depositor is relying on the Trustee’s performance of its obligations under this
Section 8.12 in order to perform its obligations under Section 8.12(a)
above.
(c) Not
later
than March 10 of each year during which the Trust Fund is subject to the
Exchange Act reporting requirements, the Servicer and any Special Servicer
will
deliver to the Depositor and the Trustee an Officer’s Certificate for the prior
calendar year in substantially the form of Exhibit Y to this Agreement. If
the
Trustee or the Depositor has not received such Officer’s Certificate by March 10
of such year, such party shall notify the Servicer by telephone and email,
or by
telephone and fax, of such failure. The Servicer and any Special Servicer agrees
to indemnify and hold harmless the Depositor, the Trustee and each Person,
if
any, who “controls” the Depositor or the Trustee within the meaning of the
Securities Act and their respective officers, directors and affiliates from
and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs, fees and
expenses that such Person may sustain arising out of third party claims based
on
(i) the failure of the Servicer or any Special Servicer, as applicable, to
deliver or cause to be delivered when required any Officer’s Certificate
pursuant to this Section 8.12(c), the Annual Statement of Compliance pursuant
to
Section 3.16 or the Assessment of Compliance pursuant to Section 3.17, or (ii)
any material misstatement or omission contained in any Officer’s Certificate
provided pursuant to this Section 8.12(c), in the Annual Statement of Compliance
delivered pursuant to Section 3.16 or in the Assessment of Compliance delivered
pursuant to Section 3.17. If an event occurs that would otherwise result in
an
indemnification obligation under clauses (i) or (ii) above, but the
indemnification provided for in this Section 8.12(c) by the Servicer or any
Special Servicer, as applicable, is unavailable or insufficient to hold harmless
such Persons, then the Servicer or any Special Servicer, as applicable, shall
contribute to the amount paid or payable by such Persons as a result of the
losses, claims, damages or liabilities of such Persons in such proportion as
is
appropriate to reflect the relative fault of the Depositor or Trustee on the
one
hand and the Servicer or any Special Servicer, as applicable, on the other.
The
Servicer and any Special Servicer acknowledges that the Depositor and the
Trustee are relying on the Servicer’s and any Special Servicer’s performance of
its obligations under this Agreement in order to perform their respective
obligations under this Section 8.12.
(d) Upon
any
filing with the Commission, the Trustee shall promptly deliver to the Depositor
a copy of any executed report, statement or information.
(e) If
the
Commission issues additional interpretative guidance or promulgates additional
rules or regulations, or if other changes in applicable law occur, that would
require the reporting arrangements, or the allocation of responsibilities with
respect thereto, described in this Section 8.12, to be conducted differently
than as described, the Depositor, Servicer and Trustee will reasonably cooperate
to amend the provisions of this Section 8.12 in order to comply with such
amended reporting requirements and such amendment of this Section 8.12. Any
such
amendment shall be made in accordance with Section 10.01 without the consent
of
the Certificateholders, and may result in a change in the reports filed by
the
Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the
foregoing, the Depositor, Servicer and Trustee shall not be obligated to enter
into any amendment pursuant to this Section 8.12 that adversely affects its
obligations and immunities under this Agreement.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17
and
8.12 of this Agreement is to facilitate compliance by the Purchaser and the
Depositor with the provisions of Regulation AB promulgated by the SEC under
the
Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
time to time and subject to clarification and interpretive advice as may be
issued by the staff of the Commission from time to time. Therefore, each of
the
parties agrees that (a) the obligations of the parties hereunder shall be
interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, or SEC interpretive advice or guidance
in
respect of the requirements of Regulation AB, (c) the parties shall comply
with
reasonable requests made by the Seller or the Depositor for delivery of
additional or different information as is necessary to comply with the
provisions of Regulation AB, and (d) no amendment of this Agreement shall be
required to effect any such changes in the parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation
AB.
(f) [Reserved]
ARTICLE
IX
TERMINATION
| SECTION 9.01 |
Termination
upon Liquidation or Purchase of the Mortgage
Loans.
|
Subject
to Section 9.03 and Section 9.04, the rights, obligations and responsibilities
of the Depositor, the Seller, the Servicer any Special Servicer and the Trustee
created hereunder with respect to the Trust Fund shall terminate upon the
earliest of:
(a) the
purchase by the Majority Servicer on behalf of the Terminating Entity, at the
direction of the Terminating Entity, of all Mortgage Loans (and REO Properties)
remaining at the price equal the sum of (A) 100% of the Aggregate Collateral
Balance (other than in respect of REO Property) plus one month’s accrued
interest thereon at the applicable Mortgage Rate, (B) with respect to any REO
Property, the lesser of (x) the appraised value of any REO Property as
determined by the higher of two independent valuations completed by two
independent companies selected by the Depositor at the expense of the Depositor
and (y) the Stated Principal Balance of each Mortgage Loan related to any REO
Property, in each case plus accrued and unpaid interest thereon at the
applicable Mortgage Rate and (C) any remaining unreimbursed Advances, Servicing
Advances and Servicing Fees payable to a Servicer (other than a Servicer that
is
the Terminating Entity) and any unreimbursed Advances (made by the Trustee
as a
successor Servicer), Trustee Fees and (D) any Swap Termination Payment payable
to the Counterparty which remains unpaid or which is due to the exercise of
such
option (the “Swap Optional Termination Payment”) (the sum of (A), (B), (C) and
(D), collectively, the “Par Value”); and
(b) the
later
of (i) the maturity or other liquidation (or any Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust Fund and the disposition of
all
REO Property and (ii) the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to this Agreement.
In
no
event shall the trusts created hereby continue beyond the earlier of (i) the
expiration of 21 years from the death of the survivor of the descendants of
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of
St.
James’s, living on the date hereof and (ii) the Latest Possible Maturity Date.
The right to repurchase all Mortgage Loans and REO Properties pursuant to clause
(a) above shall be conditioned upon the aggregate Stated Principal Balance
of
the Mortgage Loans and the appraised value of the REO Properties at the time
of
any such repurchase, aggregating less than ten percent of the Aggregate
Collateral Balance as of the Cut-off Date.
| SECTION 9.02 |
Final
Distribution on the Certificates.
|
If
on any
Determination Date, the Trustee determines that there are no Outstanding
Mortgage Loans and no other funds or assets in the Trust Fund other than the
funds in the Collection Accounts and Certificate Account, the Trustee shall
promptly send a final distribution notice to each Certificateholder. If the
Terminating Entity above elects to direct the Majority Servicer to terminate
the
Trust Fund on behalf of the Terminating Entity pursuant to Section 9.01(a),
at
least 20 days prior to the first day of the Optional Termination Notice Period
such Person shall notify the Servicer and the Trustee of the date the Majority
Servicer, on behalf of the Terminating Entity, intends to terminate the Trust
Fund and of the applicable purchase price of the Mortgage Loans and REO
Properties.
In
connection with any Optional Termination, four Business Days prior to the final
Distribution Date specified in the notice required pursuant to Section 9.02,
the
Trustee shall, no later than 4:00 pm New York City time on such day, request
in
writing (in accordance with the applicable provision in the Swap Agreement)
and
by phone from the Counterparty the amount of the Estimated Swap Termination
Payment. The Counterparty shall, no later than 2:00 pm on the following Business
Day, notify in writing (which may be done in electronic format) the Trustee
of
the amount of the Estimated Swap Termination Payment; the Trustee shall promptly
on the same day notify the Terminating Entity of the amount of the Estimated
Swap Termination Payment.
Notice
of
any termination of the Trust Fund, specifying the Distribution Date on which
Certificateholders shall surrender their Certificates for payment of the final
distribution and cancellation (whether upon Optional Termination or otherwise),
shall be given promptly by the Trustee by letter to Certificateholders mailed
not earlier than the 15th day and not later than the 10th day preceding the
applicable Optional Termination Date or date of final distribution, as the
case
may be (such period, the “Optional Termination Notice Period”). Any such notice
shall specify (a) the Distribution Date upon which final distribution on the
Certificates will be made upon presentation and surrender of Certificates at
the
office therein designated, (b) the amount of such final distribution, (c) the
location of the office or agency at which such presentation and surrender must
be made, and (d) that the Record Date otherwise applicable to such Distribution
Date is not applicable, distributions being made only upon presentation and
surrender of the Certificates at the office therein specified. The Trustee
shall
give such notice to each Rating Agency and the Servicer at the time such notice
is given to Certificateholders.
Any
purchase by the Majority Servicer on behalf of the Terminating Entity pursuant
to Section 9.01(a) shall be made on an Optional Termination Date in accordance
with the following procedures. Two Business Days prior to the final Distribution
Date specified in the notice required pursuant to this Section 9.02, (i) the
Terminating Entity shall, no later than 1:00 pm New York City time on such
day,
deposit funds in the Certificate Account in an amount equal to the sum of the
Par Value (other than the Swap Optional Termination Payment) and the Estimated
Swap Termination Payment, and (ii) if the Trustee shall have determined that
the
aggregate Stated Principal Balance of all of the Mortgage Loans in the Trust
Fund and the appraised value of the REO Properties as of the related
Determination Date is less than 10% of the Aggregate Collateral Balance as
of
the Cut-off Date and that all other requirements of the Optional Termination
have been met, including without limitation, the deposit required pursuant
to
the second paragraph of this Section 9.02 as well as the requirements specified
in Section 9.03, then the Trustee shall, on the same Business Day, provide
written notice to the Terminating Entity, the Depositor, the Servicer and the
Counterparty (in accordance with the applicable provision of the Swap Agreement)
confirming (a) its receipt of the Par Value (other than the Swap Optional
Termination Payment) and the Estimated Swap Termination Payment and (b) that
all
other requirements of the Optional Termination have been met. Upon the Trustee’s
providing the notice described in the preceding sentence, the Optional
Termination shall become irrevocable, the notice to Certificateholders of such
Optional Termination provided pursuant to the preceding paragraph of this
Section 9.02 shall become unrescindable, the Counterparty shall determine the
Swap Optional Termination Payment in accordance with the Swap Agreement, and
the
Counterparty shall provide to the Trustee written notice of the amount of the
Swap Optional Termination Payment not later than one Business Day prior to
the
final Distribution Date specified in the notice required pursuant to this
Section 9.02. Upon receipt by the Trustee of an Officer’s Certificate of the
Terminating Entity certifying as to the deposit of such amounts into the
Certificate Account, the Trustee shall, upon request and at the expense of
the
Terminating Entity execute and deliver all such instruments of transfer or
assignment delivered to it by the Terminating Entity, in each case without
recourse, as shall be reasonably requested by the Terminating Entity to vest
title in the Terminating Entity in the Mortgage Loans so purchased and shall
transfer or deliver to the Terminating Entity the purchased Mortgage Loans.
Any
distributions on the Mortgage Loans which have been subject to an Optional
Termination received by the Trustee subsequent to (or with respect to any period
subsequent to) the Optional Termination Date shall be promptly remitted by
it to
the Terminating Entity.
The
Terminating Entity shall reimburse the Majority Servicer for its reasonable
out-of-pocket expenses incurred in connection with its termination of the Trust
Fund on behalf of the Terminating Entity and shall indemnify and hold harmless
the Majority Servicer for any losses, liabilities or expenses resulting from
any
claims relating to the Majority Servicer's termination of the Trust Fund on
behalf of the Terminating Entity.
Upon
presentation and surrender of the Certificates, the Trustee shall cause the
final distribution to the Certificateholders of each Class on the final
Distribution Date to be made in accordance with the priorities of Section 4.02.
In connection with any Optional Termination, only an amount equal to the Par
Value less any Swap Optional Termination Payment shall be made available for
distribution to the Regular Certificates. Any Estimated Swap Termination Payment
deposited into the Certificate Account by the Terminating Entity shall be
withdrawn by the Trustee from the Certificate Account on the related final
Distribution Date and distributed as follows: (i) to the Supplemental Interest
Trust for payment to the Counterparty in accordance with Section 4.11(c), an
amount equal to the Swap Optional Termination Amount calculated pursuant to
the
Swap Agreement, provided that in no event shall the amount distributed to the
Counterparty in respect of the Swap Optional Termination Amount exceed the
Estimated Swap Termination Payment, and (ii) to the Terminating Entity an amount
equal to the excess, if any, of the Estimated Swap Termination Payment over
the
Swap Optional Termination Payment. The Swap Optional Termination Payment shall
not be part of any REMIC and shall not be paid into any account which is part
of
any REMIC. On the final Distribution Date, the Overcollateralization Amount
shall be distributed to the Class X-1 Certificates in accordance with Section
4.02(b)(iv)Y. hereof. All amounts described in the definition of “Par Value”
payable to the Trustee shall be paid to the Trustee from the proceeds of an
optional termination prior to any distributions to
Certificateholders.
In
the
event that any affected Certificateholders shall not surrender Certificates
for
cancellation within six months after the date specified in the above mentioned
written notice, the Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within six months after the
second notice all the applicable Certificates shall not have been surrendered
for cancellation, the Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets which remain a part of the Trust Fund. If
within one year after the second notice all Certificates shall not have been
surrendered for cancellation, the Class A-R Certificateholders shall be entitled
to all unclaimed funds and other assets of the Trust Fund which remain subject
hereto and the Trustee shall be discharged from all further liability with
respect to the Certificates and this Agreement.
| SECTION 9.03 |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminating Entity exercises its purchase option with respect
to
the Mortgage Loans as provided in Section 9.01(a), at such time as the Mortgage
Loans are so purchased, the Trust Fund shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied
with
an Opinion of Counsel, at the expense of the Depositor, to the effect that
the
failure to comply with the requirements of this Section 9.03 will not (i) result
in the imposition of taxes on “prohibited transactions” on any REMIC as defined
in Section 860F of the Code, or (ii) cause REMIC 1, REMIC 2, REMIC 3, REMIC
4
and REMIC 5 to fail to qualify as a REMIC at any time that any Certificates
are
outstanding:
|
(1)
|
Within
90 days prior to the final Distribution Date set forth in the notice
given
by the Trustee under Section 9.02, the Depositor shall prepare and
the
Trustee, at the expense of the Depositor, shall adopt a plan of complete
liquidation within the meaning of Section 860F(a)(4) of the Code
which, as
evidenced by an Opinion of Counsel (which opinion shall not be an
expense
of the Trustee, the Tax Matters Person or the Trust Fund), meets
the
requirements of a qualified
liquidation;
|
|
(2)
|
Within
90 days after the time of adoption of such a plan of complete liquidation,
the Trustee shall sell all of the assets of the Trust Fund to the
Depositor for cash in accordance with Section 9.01;
and
|
|
(3)
|
On
the date specified for final payment of the Certificates, the Trustee
shall, after payment of any unreimbursed Advances, Servicing Advances,
Servicing Fees or other fee compensation payable to the Servicer
pursuant
to this Agreement, make final distributions of principal and interest
on
the Certificates in accordance with Section 4.02 and distribute or
credit,
or cause to be distributed or credited, to the Holders of the Residual
Certificates all cash on hand after such final payment (other than
the
cash retained to meet claims), and the Trust Fund (and any REMIC)
shall
terminate at that time.
|
(b) The
Trustee as agent for REMIC 1, REMIC 2, REMIC 3 and REMIC 4 hereby agrees to
adopt and sign such a plan of complete liquidation upon the written request
of
the Depositor, and the receipt of the Opinion of Counsel referred to in Section
9.03(a)(1) and to take such other action in connection therewith as may be
reasonably requested by the Depositor.
(c) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
Depositor to prepare and the Trustee to adopt and sign a plan of complete
liquidation.
| SECTION 9.04 |
Determination
of the Terminating Entity.
|
(a) The
Trustee shall determine the “Terminating Entity” as follows:
(i)
the
Holder of the largest Percentage Interest of Class X-1 Certificates, unless
(1)
the Holder of the largest Percentage Interest of Class X-1 Certificates is
the
Depositor or an Affiliate of the Depositor and (2) DLJMC is not the owner of
the
servicing rights with respect to any Mortgage Loan on the Optional Termination
Date;
(ii)
the
Holder of the next largest Percentage Interest of Class X-1 Certificates, if
(1)
the Holder of the largest Percentage Interest of Class X-1 Certificates is
the
Depositor or an Affiliate of the Depositor and (2) DLJMC is not the owner of
the
servicing rights with respect to any Mortgage Loan on the Optional Termination
Date;
(iii)
the
Servicer on the Optional Termination Date, if (1) the Depositor or an Affiliate
of the Depositor is the Holder of 100% of the Class X-1 Certificates and (2)
DLJMC is not the owner of the servicing rights with respect to any Mortgage
Loan
on the Optional Termination Date; provided, that, if a Holder of Class X-1
Certificates is eligible to be the Terminating Entity on any Optional
Termination Date and does not exercise its right to purchase all of the Mortgage
Loans from the Trust, the option to purchase the Mortgage Loans on such Optional
Termination Date shall not be exercised.
(b) If
the
Terminating Entity, as set forth in Section 9.04(a) above, elects to direct
the
Majority Servicer to purchase all Mortgage Loans and all property acquired
in
respect of any remaining Mortgage Loan, on behalf of the Terminating Entity,
such party must give written notice to the Trustee no later than twenty (20)
days prior to the first day of the Optional Termination Notice Period. Upon
receiving such notice, the Trustee shall immediately request from DLJMC and
DLJMC shall deliver no later than seventeen (17) days prior to the first day
of
the Optional Termination Notice Period a letter indicating whether or not DLJMC
retains the servicing rights to any Mortgage Loan. For the avoidance of doubt,
the Majority Servicer may not elect to exercise an Optional Termination other
than at the direction of the Terminating Entity.
(c) No
later
than fifteen (15) days prior to the first day of the Optional Termination Notice
Period, the Trustee shall provide notice to the Servicer that is a servicer
of
any of the Mortgage Loans of the identity of the Terminating Entity.
ARTICLE
X
MISCELLANEOUS
PROVISIONS
| SECTION 10.01 |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Servicer,
the
Seller and the Trustee without the consent of any of the Certificateholders
(i)
to cure any ambiguity or mistake, (ii) to correct any defective provision herein
or to supplement any provision herein which may be inconsistent with any other
provision herein, (iii) to add to the duties of the Depositor, the Seller or
any
Servicer, (iv) to add any other provisions with respect to matters or questions
arising hereunder or (v) to modify, alter, amend, add to or rescind any of
the
terms or provisions contained in this Agreement; provided that any action
pursuant to clauses (iv) or (v) above shall not, as evidenced by an Opinion
of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee or
the
Trust Fund, but shall be at the expense of the party proposing such amendment),
adversely affect in any material respect the interests of any Certificateholder;
provided, however, that no such Opinion of Counsel shall be required if the
Person requesting the amendment obtains a letter from each Rating Agency stating
that the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates; it being understood and
agreed that any such letter in and of itself will not represent a determination
as to the materiality of any such amendment and will represent a determination
only as to the credit issues affecting any such rating. The Trustee, the
Depositor, the Seller and the Servicer also may at any time and from time to
time amend this Agreement without the consent of the Certificateholders to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary or helpful to (i) maintain the qualification of REMIC 1, REMIC 2,
REMIC 3 and REMIC 4 as a REMIC under the Code, (ii) avoid or minimize the risk
of the imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim at any time prior to the final redemption of the Certificates or
(iii) comply with any other requirements of the Code, provided that the Trustee
has been provided an Opinion of Counsel, which opinion shall be an expense
of
the party requesting such opinion but in any case shall not be an expense of
the
Trustee or the Trust Fund, to the effect that such action is necessary or
helpful to, as applicable, (i) maintain such qualification, (ii) avoid or
minimize the risk of the imposition of such a tax or (iii) comply with any
such
requirements of the Code.
This
Agreement may also be amended from time to time by the Depositor, the Servicer,
the Seller and the Trustee with the consent of the Holders of a Majority in
Interest of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments required
to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of
the
Holders of any Class of Certificates in a manner other than as described in
clause (i), without the consent of the Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating 66%, or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment, without the consent of the Holders
of
all such Certificates then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel, which opinion shall not be an expense of the Trustee or the Trust
Fund,
but shall be at the expense of the party preparing such amendment, to the effect
that such amendment will not cause the imposition of any federal tax on the
Trust Fund or the Certificateholders or cause REMIC 1, REMIC 2, REMIC 3 and
REMIC 4 to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Notwithstanding
any of the other provisions of this Section 10.01, none of the Depositor, the
Servicer, the Seller or the Trustee shall enter into any amendment to this
Agreement or any other amendment that would have a material adverse effect
on
the Counterparty without the prior written consent of the
Counterparty.
Promptly
after the execution of any amendment to this Agreement, the Trustee shall
furnish written notification of the substance or a copy of such amendment to
each Certificateholder if the consent of Certificateholders was required and
each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section 10.01
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Nothing
in this Agreement shall require the Trustee to enter into an amendment without
receiving an Opinion of Counsel (which Opinion shall not be an expense of the
Trustee or the Trust Fund), satisfactory to the Trustee that (i) such amendment
is permitted and is not prohibited by this Agreement and that all requirements
for amending this Agreement have been complied with; and (ii) either (A) the
amendment does not adversely affect in any material respect the interests of
any
Certificateholder or (B) the conclusion set forth in the immediately preceding
clause (A) is not required to be reached pursuant to this Section
10.01.
| SECTION 10.02 |
Recordation
of Agreement; Counterparts.
|
This
Agreement is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated, and in
any
other appropriate public recording office or elsewhere, such recordation to
be
effected by the Depositor at its expense, but only upon direction by the Trustee
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
| SECTION 10.03 |
Governing
Law.
|
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
| SECTION 10.04 |
[Reserved].
|
| SECTION 10.05 |
Notices.
|
(a) The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer
of
the Trustee has actual knowledge and to the Counterparty with respect to clauses
(i), (iii) (as it relates to the Trustee only) and (v) of which a Responsible
Officer of the Trustee has actual knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of any Servicer or the Trustee and the appointment
of
any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02 and
2.03;
and
(v) The
final
payment to Certificateholders.
(b) In
addition, the Trustee shall promptly furnish to each Rating Agency copies of
the
following to the extent such items are in its possession:
(i) Each
report to Certificateholders described in Section 4.06 and 3.19;
(ii) Each
annual statement as to compliance described in Section 3.16;
(iii) Each
annual independent public accountants’ servicing report described in Section
3.17; and
(iv) Any
notice of a purchase of a Mortgage Loan pursuant to Section 2.02, 2.03 or
3.11.
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered to (a) in the case of the
Depositor and the Seller, Eleven Madison Avenue, 4th Floor, New York, New York
10010, Attention: ▇▇▇▇▇ ▇▇▇▇ (with a copy to Credit Suisse First Boston Mortgage
Securities Corp., Eleven Madison Avenue, 4th Floor, New York, New York 10010,
Attention: Office of the General Counsel), (b) in the case of the Trustee,
the
Corporate Trust Office or such other address as the Trustee may hereafter
furnish to the Depositor and the Servicer, (c) in the case of SPS, Select
Portfolio Servicing, Inc, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇,
Attention: General Counsel, or such other address as may be hereafter furnished
in writing to the Depositor and the Trustee by SPS, (d) in the case of each
of
the Rating Agencies, the address specified therefor in the definition
corresponding to the name of such Rating Agency, and (e) in the case of the
Counterparty: One ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: Head of
Credit Risk Management. Notices to Certificateholders shall be deemed given
when
mailed, first class postage prepaid, to their respective addresses appearing
in
the Certificate Register.
| SECTION 10.06 |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
| SECTION 10.07 |
Assignment.
|
Notwithstanding
anything to the contrary contained herein, except as provided in Sections 6.02
and 6.04, this Agreement may not be assigned by any Servicer without the prior
written consent of the Trustee and Depositor; provided, however, that neither
the Depositor nor the Trustee shall consent to any such assignment unless each
Rating Agency has confirmed in writing that such assignment will not cause
a
reduction or withdrawal of the ratings then assigned by it to any Class of
Certificates.
| SECTION 10.08 |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the trust created hereby, nor entitle such Certificateholder’s
legal representative or heirs to claim an accounting or to take any action
or
commence any proceeding in any court for a petition or winding up of the trust
created hereby, or otherwise affect the rights, obligations and liabilities
of
the parties hereto or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as herein provided, and unless the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as
it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute
any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or
seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 10.08, each and every Certificateholder and
the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
| SECTION 10.09 |
Certificates
Nonassessable and Fully Paid.
|
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
| SECTION 10.10 |
Non-Solicitation
|
From
and
after the date of this Agreement, each of the Depositor, the Seller, the
Servicer, any Special Servicer and the Trustee agrees that it will not take
any
action or permit or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on any such party’s behalf, to
personally, by telephone, by mail, or electronically by e-mail or through the
internet or otherwise, solicit the borrower or obligor under any Mortgage Loan
to refinance the Mortgage Loan, in whole or in part. Notwithstanding the
foregoing, it is understood and agreed that promotions undertaken by the
Depositor, the Seller, any Servicer or the Trustee or any affiliate of any
such
party that originates mortgage loans in the normal course, which are directed
to
the general public at large, or segments thereof, including, without limitation,
mass mailings based on commercially acquired mailing lists or newspaper,
internet, company website, radio and television advertisements shall not
constitute solicitation under this Section 10.10, provided, that no segment
of
the general public shall consist primarily of the borrowers or obligors under
the Mortgage Loans. None of the Depositor, the Seller, a Servicer or the Trustee
shall permit the sale of the name of any Mortgagor or any list of names that
consist primarily of the Mortgages to any Person.
| SECTION 10.11 |
Third
Party Beneficiary
|
The
Counterparty is an express third-party beneficiary of this Agreement, and shall
have the right to enforce the provisions of this Agreement.
IN
WITNESS WHEREOF, the Depositor, the Trustee, the Seller and the Servicer have
caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
|
|
|
As
Depositor
|
|
|
By:
/S/
▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Title:
Vice President
|
|
|
U.S.
BANK NATIONAL ASSOCIATION,
|
|
|
As
Trustee
|
|
|
By:
/S/
▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Title:
Assistant Vice President
|
|
|
DLJ
MORTGAGE CAPITAL, INC.,
|
|
|
As
Seller
|
|
|
By:
/S/
▇▇▇ ▇▇▇
|
|
|
Name:
▇▇▇ ▇▇▇
|
|
|
Title:
Vice President
|
|
|
SELECT
PORTFOLIO SERVICING, INC.
|
|
|
As
Servicer
|
|
|
By:
/S/
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
|
|
Name:
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
|
|
Title:
Executive Vice President of
Operations
|
EXHIBIT
A
[FORM
OF
CLASS A CERTIFICATE]
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, NO TRANSFER OF THIS
CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH
A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
|
Certificate
No. [____]
|
Adjustable
Pass-Through Rate
|
|
Cut-off
Date:
December
1, 2006
|
Initial
Certificate Balance of this Certificate
(“Denomination”):
$[_________________]
|
|
First
Distribution Date:
January
25, 2007
|
Initial
Certificate Balance of all Certificates of
this
Class:
$[_________________]
|
|
Maturity
Date:
March
25, 2037
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Class
[_______]
evidencing
a percentage interest in the distributions allocable to the Certificates
of the
above-referenced Class with respect to a Trust Fund consisting of two groups
of
conventional mortgage loans (the “Mortgage Loans”) secured by fixed
rate, second lien
residential mortgage loans.
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the
Certificate Balance as set forth herein. This Certificate is payable solely
from
the assets of the Trust and does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Seller, the Servicer or the
Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to
which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit
Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as servicer
(the “Servicer”) and U.S. Bank National Association as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have
the
meanings assigned to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Prior
to
the termination of the Supplemental Interest Trust, no transfer of this
Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person
acting, directly or indirectly, on behalf of any such Plan or any person
using
Plan Assets to acquire this Certificate shall be made except in accordance
with
Section 5.02(b) of the Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory
of the
Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
December 29, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
|
as
Trustee
|
|
|
By:
_________________________________
|
Countersigned:
By:
_______________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
B
[FORM
OF
SUBORDINATE CERTIFICATE]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
[THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(“THE ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.]
[FOR
THE
CLASS M CERTIFICATES] PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST
TRUST, NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.
[THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]
|
Certificate
No. [____]
|
Adjustable
Pass-Through Rate
|
|
Cut-off
Date:
December
1, 2006
|
Initial
Certificate Balance of this Certificate (“Denomination”):
$[_________________]
|
|
First
Distribution Date:
January
25, 2007
|
Initial
Certificate Balances of all Certificates of this Class:
$[_________________]
|
|
Maturity
Date:
March
25, 2037
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Class
[_______]
evidencing
a percentage interest in the distributions allocable to the Certificates
of the
above-referenced Class with respect to a Trust Fund consisting of two groups
of
conventional mortgage loans (the “Mortgage Loans”) secured by fixed rate, second
lien residential mortgage loans.
Credit
Suisse First Boston Mortgage Securities Corp., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the
Certificate Balance as set forth herein. This Certificate is payable solely
from
the assets of the Trust and does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Seller, the Servicer or the
Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to
which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit
Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as servicer
(the “Servicer”) and U.S. Bank National Association as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have
the
meanings assigned to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
[This
Certificate has not been registered under the Securities Act of 1933, as
amended
(“the Act”). Any resale or transfer of this Certificate without registration
thereof under the Act may only be made in a transaction exempted from the
registration requirements of the Act and in accordance with the provisions
of
the Agreement referred to herein.]
[For
the
Class M Certificates] Prior to the termination of the Supplemental Interest
Trust, no transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of
any
such Plan or any person using Plan Assets to acquire this Certificate shall
be
made except in accordance with Section 5.02(b) of the Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory
of the
Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
December 29, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
|
as
Trustee
|
|
|
By:
__________________________________
|
Countersigned:
By
________________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
C
[FORM
OF
RESIDUAL CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE
EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING
ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON
BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND
OF
NO EFFECT.
|
Certificate
No. [____]
|
Variable
Pass-Through Rate
|
|
Cut-off
Date:
December
1, 2006
|
Initial
Certificate Balance of this Certificate (“Denomination”):
$[_________________]
|
|
First
Distribution Date:
January
25, 2007
|
Initial
Certificate Balances of all Certificates of this Class:
$[_________________]
|
|
Maturity
Date:
March
25, 2037
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Class
[_______]
evidencing
the distributions allocable to the Class A-R Certificates with respect to
a
Trust Fund consisting of two groups of conventional mortgage loans (the
“Mortgage Loans”) secured by fixed rate, second lien residential mortgage
loans.
Credit
Suisse First Boston Mortgage Securities Corp., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the
Certificate Balance as set forth herein. This Certificate is payable solely
from
the assets of the Trust and does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Seller, the Servicer or the
Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to
which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit
Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as servicer
(the “Servicer”) and U.S. Bank National Association as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have
the
meanings assigned to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Any
distribution of the proceeds of any remaining assets of the Trust Fund will
be
made only upon presentment and surrender of this Class A-R Certificate at
the
Corporate Trust Office or the office or agency maintained by the Trustee
in St.
▇▇▇▇, Minnesota.
No
transfer of a Class A-R Certificate shall be made unless the Trustee shall
have
received either (i) a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, or a person
acting
on behalf of any such plan or arrangement or using the assets of any such
plan
or arrangement to effect such transfer, which representation letter shall
not be
an expense of the Trustee or the Trust Fund, or (ii) in the case of any such
Class A-R Certificate presented for registration in the name of an employee
benefit plan subject to ERISA, or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan or
any
other person acting on behalf of any such plan or arrangement, or using such
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the
Trustee to the effect that the purchase or holding of such Class A-R Certificate
will not result in the assets of the Trust Fund being deemed to be “plan assets”
and subject to the prohibited transaction provisions of ERISA and the Code
and
will not subject the Trustee to any obligation in addition to those undertaken
in this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee or the Trust Fund. Notwithstanding anything else to the contrary
herein,
any purported transfer of a Class A-R Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no
effect.
Each
Holder of this Class A-R Certificate will be deemed to have agreed to be
bound
by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest
in
this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Class A-R Certificate may be transferred without delivery
to
the Trustee of (a) a transfer affidavit of the proposed transferee and (b)
a
transfer certificate of the transferor, each of such documents to be in the
form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must agree to require a transfer
affidavit and to deliver a transfer certificate to the Trustee as required
pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
Interest in this Class A-R Certificate must agree not to transfer an Ownership
Interest in this Class A-R Certificate if it has actual knowledge that the
proposed transferee is not a Permitted Transferee and (v) any attempted or
purported transfer of any Ownership Interest in this Class A-R Certificate
in
violation of such restrictions will be absolutely null and void and will
vest no
rights in the purported transferee.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory
of the
Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
December 29, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
|
as
Trustee
|
|
|
By:
__________________________________
|
Countersigned:
By
_______________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
D
[FORM
OF
NOTIONAL AMOUNT CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE” ).
[THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]
THIS
CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS
IN
RESPECT OF PRINCIPAL.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(“THE ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH A “PLAN”) SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
|
Certificate
No. [____]
|
Variable
Interest Rate
|
|
Cut-off
Date:
December
1, 2006
|
Initial
Notional Amount of this Certificate (“Denomination”):
$[_________________]
|
|
First
Distribution Date:
January
25, 2007
|
Initial
Notional Amount of all Certificates of this Class:
$[_________________]
|
|
Maturity
Date:
March
25, 2037
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust Series 2006-6
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Class
[
]
evidencing
a percentage interest in the distributions allocable to the Certificates
of the
above-referenced Class with respect to a Trust Fund consisting of two groups
of
conventional mortgage loans (the “Mortgage Loans”) secured by fixed rate, second
lien residential mortgage loans.
Credit
Suisse First Boston Mortgage Securities Corp., as Depositor
This
Certificate is payable solely from the assets of the Trust and does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Seller, the Servicer or the Trustee referred to below or any of their respective
affiliates. This Certificate and the Mortgage Loans are not guaranteed or
insured by any governmental agency or instrumentality.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to
which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit
Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as servicer
(the “Servicer”) and U.S. Bank National Association as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have
the
meanings assigned to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be in reliance
upon an exemption from the Act and such laws, in order to assure compliance
with
the Act and such laws, the Certificateholder desiring to effect such transfer
and such Certificateholder’s prospective transferee shall each certify to the
Trustee and the Depositor in writing the facts surrounding the transfer.
In the
event that such a transfer is not to be made pursuant to Rule 144A of the
Act,
there shall be delivered to the Trustee and the Depositor an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act, which
Opinion of Counsel shall not be obtained at the expense of the Trustee, the
Servicer or the Depositor; or there shall be delivered to the Trustee and
the
Depositor a transferor certificate by the transferor and an investment letter
shall be executed by the transferee. The Holder hereof desiring to effect
such
transfer shall, and does herby agree to, indemnify the Trustee and the Depositor
against any liability that may result if the transfer is not so exempt or
is not
made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan Assets of
a Plan
to acquire this Certificate shall be made except in accordance with Section
5.02(b) of the Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory
of the
Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
December 29, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
|
as
Trustee
|
|
|
By:
__________________________________
|
Countersigned:
By
_______________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
E
[FORM
OF
CLASS P CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH A “ PLAN”) SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
|
Certificate
No. [____]
|
Variable
Pass-Through Rate
|
|
Cut-off
Date:
December
1, 2006
|
Initial
Certificate Balance of this Certificate (“Denomination”):
$[_________________]
|
|
First
Distribution Date:
January
25, 2007
|
Initial
Certificate Balances of all Certificates of this Class:
$[_________________]
|
|
Maturity
Date:
March
25, 2037
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Class
[_______]
evidencing
a percentage interest in the distributions allocable to the Certificates
of the
above-referenced Class with respect to a Trust Fund consisting of two groups
of
conventional mortgage loans (the “Mortgage Loans”) secured by fixed rate, second
lien residential mortgage loans.
Credit
Suisse First Boston Mortgage Securities Corp., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance of this Certificate at any time may
be less
than the Initial Certificate Balance set forth on the face hereof, as described
herein. This Class P Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the
Trustee
referred to below or any of their respective affiliates.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to
which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit
Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as servicer
(the “Servicer”) and U.S. Bank National Association as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have
the
meanings assigned to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Seller, the Servicer or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the transferor
and
an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan Assets of
a Plan
to acquire this Certificate shall be made except in accordance with Section
5.02(b) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
December 29, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
|
as
Trustee
|
|
|
By:
__________________________________
|
Countersigned:
By
________________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
F
[FORM
OF
REVERSE OF CERTIFICATES]
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Class
[_______]
This
Certificate is one of a duly authorized issue of Certificates designated
as
Credit Suisse First Boston Mortgage Securities Corp., Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (herein collectively
called the “Certificates”), and representing a beneficial ownership interest in
the Trust Fund created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Certificate Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the “Distribution Date”), commencing on the first
Distribution Date specified on the face hereof, to the Person in whose name
this
Certificate is registered at the close of business on the applicable Record
Date
in an amount equal to the product of the Percentage Interest evidenced by
this
Certificate and the amount required to be distributed to Holders of Certificates
of the Class to which this Certificate belongs on such Distribution Date
pursuant to the Agreement. [The Record Date applicable to each Distribution
Date
is the last Business Day of the month next preceding the month of such
Distribution Date.][The Record Date applicable to each Distribution Date
is the
Business Day immediately preceding the related Distribution Date; provided
that
if this Certificate is not a Book-Entry Certificate, then the Record Date
applicable to each Distribution Date is the last Business Day of the month
next
preceding such Distribution Date.]
Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the
related
Record Date and such Certificateholder shall satisfy the conditions to receive
such form of payment set forth in the Agreement, or, if not, by check mailed
by
first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be
made in
like manner, but only upon presentment and surrender of such Certificate
at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Seller and the Trustee with the consent of the
Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided in the Agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder
and
upon all future Holders of this Certificate and of any Certificate issued
upon
the transfer hereof or in exchange therefor or in lieu hereof whether or
not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trustee upon surrender of this Certificate for registration of transfer
at
the Corporate Trust Office or the office or agency maintained by the Trustee
in
St. ▇▇▇▇, Minnesota, accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
Fund will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Seller and the Trustee and any agent of the
Depositor or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and the Seller, the Depositor,
the Trustee, or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date on which the sum of the aggregate Stated Principal Balance
of
the Mortgage Loans and the appraised value of the REO Properties at the time
of
purchase is less than 10% of the Aggregate Collateral Balance as of the Cut-off
Date, the Terminating Entity may, but is not required to, direct the Majority
Servicer to purchase, in whole, on behalf of the Terminating Entity, from
the
Trust Fund all remaining Mortgage Loans and REO Properties at a purchase
price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon the later of the maturity or other liquidation
(or
any advance with respect thereto) of the last Mortgage Loan remaining in
the
Trust Fund and the distribution to Certificateholders of all amounts required
to
be distributed pursuant to the Agreement. In no event, however, will the
trust
created by the Agreement continue beyond the expiration of 21 years from
the
death of the last survivor of the descendants living at the date of the
Agreement of a certain person named in the Agreement.
Any
term
used herein that is defined in the Agreement shall have the meaning assigned
in
the Agreement, and nothing herein shall be deemed inconsistent with that
meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust Fund.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
|
for
the account of
|
,
|
|||
|
account
number___________, or, if mailed by check, to
|
,
|
|||
|
Applicable
statements should be mailed to
|
,
|
|||
|
.
|
||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
G
FORM
OF
INITIAL CERTIFICATION OF CUSTODIAN
December
29, 2006
______________________________
Cut-off
Date Principal Balance:
$_____________________________
U.S.
Bank
National Association
as
Trustee for the
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
▇▇.
▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-6
|
|
Re:
|
Custodial
Agreement, dated as of December 1, 2006, between U.S. Bank National
Association as Trustee and LaSalle Bank National Association, as
Custodian, Credit Suisse First Boston Mortgage Securities Corp.,
Home
Equity Mortgage Trust 2006-6, Home Equity Mortgage Pass-Through
Certificates, Series 2006-6
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 4 of the above-referenced Custodial
Agreement, dated as of December 1, 2006, between the undersigned, as the
Custodian, and U.S. Bank National Association as trustee, the undersigned
hereby
certifies as to each Mortgage Loan identified on the Mortgage Loan Schedule
attached hereto as Exhibit A that (i) it has received: the original Mortgage
Note and Assignment of Mortgage with respect to each Mortgage Loan identified
on
the Mortgage Loan Schedule attached hereto as Exhibit A and (ii) such Mortgage
Note has been reviewed by it and appears regular on its face and
relates.
The
Custodian makes no representations as to: (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any of the
documents contained in each Custodial File or of any of the Mortgage Loans
or
(ii) the collectability, insurability, effectiveness or suitability of any
such
Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Mortgage Note and
Assignment of Mortgage as agent and bailee of, and custodian for the exclusive
use and benefit, and subject to the sole direction, of the Trustee pursuant
to
the terms and conditions of the Custodial Agreement.
This
Trust Receipt and Initial Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Initial Certification
at
its office at LaSalle Bank National Association, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
as
Custodian
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
EXHIBIT
H
FORM
OF
FINAL CERTIFICATION OF CUSTODIAN
Trust
Receipt #_________
Cut-off
Date Principal Balance
$_____________
[To
be
addressed to the Trustee of record]
________________________________
________________________________
|
Re:
|
Custodial
Agreement, dated as of December 1, 2006, between U.S. Bank National
Association as Trustee and LaSalle Bank National Association, as
Custodian, Credit Suisse First Boston Mortgage Securities Corp.,
Home
Equity Mortgage Trust 2006-6, Home Equity Mortgage Pass-Through
Certificates, Series 2006-6
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 6 of the above-referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as to
each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Custodial Files and has determined that (i) all documents required
to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement
are in its possession; (ii) such documents have been reviewed by it and appear
regular on their face and related to such Mortgage Loan; (iii) all Assignments
of Mortgage or intervening assignments of mortgage, as applicable, have been
submitted for recording in the jurisdictions in which recording is necessary;
and (iv) each Mortgage Note has been endorsed as provided in Section 2(ii)
of
the Custodial Agreement and each Mortgage has been assigned in accordance
with
Section 2(iii) of the Custodial Agreement. The Custodian makes no
representations as to: (i) validity, legality, enforceability, sufficiency,
due
authorization or genuineness of any of the documents contained in each Custodial
File or of any of the Mortgage Loans, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Custodial File as
agent
and bailee of, and custodian for the exclusion use and benefit, and subject
to
the sole direction, of Trustee pursuant to the terms and conditions of the
Custodial Agreement.
This
Trust Receipt and Final Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Final Certification
at
its office LaSalle Bank National Association, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
as
Custodian
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
EXHIBIT
I
TRANSFER
AFFIDAVIT
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Class
[_______]
|
STATE
OF____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF__________
|
)
|
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of _______________, the proposed Transferee of
an
Ownership Interest in a Class A-R Certificate (the “Certificate”) issued
pursuant to the Pooling and Servicing Agreement, (the “Agreement”), relating to
the above-referenced Series, among Credit Suisse First Boston Mortgage
Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller (“DLJMC”),
Select Portfolio Servicing, Inc. as servicer (“SPS”) and U.S. Bank National
Association as trustee (the “Trustee”). Capitalized terms used, but not defined
herein or in Exhibit 1 hereto, shall have the meanings ascribed to such terms
in
the Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person and has attached hereto an affidavit
from
such Person in substantially the same form as this affidavit. The Transferee
has
no knowledge that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax will be imposed
on Transfers of the Certificate to Persons that are not Permitted Transferees;
(ii) such tax will be imposed on the transferor, or, if such Transfer is
through
an agent (which includes a broker, nominee or middleman) for a Person that
is
not a Permitted Transferee, on the agent; and (iii) the Person otherwise
liable
for the tax shall be relieved of liability for the tax if the subsequent
Transferee furnished to such Person an affidavit that such subsequent Transferee
is a Permitted Transferee and, at the time of Transfer, such Person does
not
have actual knowledge that the affidavit is false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record
holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
(attached hereto as Exhibit 2 and incorporated herein by reference) and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the Transfer and mandatory
sales.
The Transferee expressly agrees to be bound by and to abide by the provisions
of
Section 5.02(c) of the Agreement and the restrictions noted on the face of
the
Certificate. The Transferee understands and agrees that any breach of any
of the
representations included herein shall render the Transfer to the Transferee
contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom
the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person
that
the Transferee knows is not a Permitted Transferee. In connection with any
such
Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
a
certificate substantially in the form set forth as EXHIBIT J to the Agreement
(a
“Transferor Certificate”) to the effect that such Transferee has no actual
knowledge that the Person to which the Transfer is to be made is not a Permitted
Transferee.
7. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate.
8. The
Transferee's taxpayer identification number is [_____________].
9. The
Transferee is a United States Person.
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee either (a) is not an employee benefit plan that is subject to
ERISA
or a plan that is subject to Section 4975 of the Code, and the Transferee
is not
acting on behalf of such a plan or (b) has provided an Opinion of Counsel
in
accordance with the provisions of the Agreement.
*
*
*
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed
on its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
_____
day of _____________, 20___.
|
Print
Name of Transferee
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
[Corporate
Seal]
ATTEST:
_________________________
[Assistant]
Secretary
Personally
appeared before me the above-named , known or proved to me to be the same
person
who executed the foregoing instrument and to be the of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free
act
and deed of the Transferee.
Subscribed
and sworn before me this ______ day of _______________, 20___.
|
NOTARY
PUBLIC
My
Commission expires the _____ day of
_________________,
20___.
|
EXHIBIT
1
to
EXHIBIT
I
Certain
Definitions
“Ownership
Interest”: As to any Residual Certificate, any ownership or security interest in
such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal
or
beneficial.
“Permitted
Transferee”: Any person other than (i) the United States, any State or political
subdivision thereof, or any agency or instrumentality of any of the foregoing,
(ii) a foreign government, International Organization or any agency or
instrumentality of either of the foregoing, (iii) an organization (except
certain farmers' cooperatives described in section 521 of the Code) which
is
exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by
section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code, (v) a Person that is not a United States
Person, and (vi) a Person designated as a non-Permitted Transferee by the
Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that the Certificates
are
outstanding. The terms “United States,” “State” and “International Organization
” shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception
of
▇▇▇▇▇▇▇ Mac, a majority of its board of directors is not selected by such
government unit.
“Person”:
Any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization
or
government, or any agency or political subdivision thereof.
“Transfer”:
Any direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
EXHIBIT
2
to
EXHIBIT
I
Section
5.02(c) of the Agreement
Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of
any
change or impending change in its status as a Permitted Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of any Residual Certificate unless, in addition to the certificates required
to
be delivered to the Trustee under subparagraph (b) above, the Trustee shall
have
been furnished with an affidavit (a “Transfer Affidavit”) of the initial owner
or the proposed transferee in the form attached hereto as Exhibit
I.
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate and (C) not to Transfer its Ownership Interest in
a
Residual Certificate or to cause the Transfer of an Ownership Interest in
a
Residual Certificate to any other Person if it has actual knowledge that
such
Person is not a Permitted Transferee.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 5.02(c) shall
be
absolutely null and void and shall vest no rights in the purported Transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 5.02(c), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 5.02(b) and this Section 5.02(c) or for making any payments due
on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transfer Affidavit and Transferor
Certificate. The Trustee shall be entitled but not obligated to recover from
any
Holder of a Residual Certificate that was in fact not a Permitted Transferee
at
the time it became a Holder or, at such subsequent time as it became other
than
a Permitted Transferee, all payments made on such Residual Certificate at
and
after either such time. Any such payments so recovered by the Trustee shall
be
paid and delivered by the Trustee to the last preceding Permitted Transferee
of
such Certificate.
(v) The
Depositor shall use its best efforts to make available, upon receipt of written
request from the Trustee, all information necessary to compute any tax imposed
under Section 860E(e) of the Code as a result of a Transfer of an Ownership
Interest in a Residual Certificate to any Holder who is not a Permitted
Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
5.02(c) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring
after
delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall
not be an expense of the Trust Fund, the Trustee, the Seller or the Servicer,
to
the effect that the elimination of such restrictions will not cause the Trust
Fund hereunder to fail to qualify as a REMIC at any time that the Certificates
are outstanding or result in the imposition of any tax on the Trust Fund,
a
Certificateholder or another Person. Each Person holding or acquiring any
Ownership Interest in a Residual Certificate hereby consents to any amendment
of
this Agreement which, based on an Opinion of Counsel furnished to the Trustee,
is reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not transferred, directly
or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Residual Certificate which is held
by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
EXHIBIT
J
FORM
OF
TRANSFEROR CERTIFICATE
__________,
200__
Credit
Suisse First Boston Mortgage Securities Corp.
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇
U.S.
Bank
National Association
as
Trustee for the
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇.
▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-6
| Re: |
Credit
Suisse First Boston Mortgage Securities Corp.,
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6, Class
[___]
|
Ladies
and Gentlemen:
In
connection with our disposition of the above Certificates we certify that
(a) we
understand that the Certificates have not been registered under the Securities
Act of 1933, as amended (the “Act”), and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act
and (b)
we have not offered or sold any Certificates to, or solicited offers to buy
any
Certificates from, any person, or otherwise approached or negotiated with
any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the
Act.
|
Very
truly yours,
|
||
|
Print
Name of Transferor
|
||
|
By:
|
||
|
Authorized
Officer
|
||
EXHIBIT
K
FORM
OF
INVESTMENT LETTER (NON-RULE 144A)
__________,
200__
Credit
Suisse First Boston Mortgage Securities Corp.
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇
U.S.
Bank
National Association
as
Trustee for the
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇.
▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-6
| Re: |
Credit
Suisse First Boston Mortgage Securities Corp.,
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6, Class
[___]
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that
(a) we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an institutional
“accredited investor,” as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c)
we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended,
or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue
Code
of 1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor are we using the assets of any such plan or arrangement to effect such
acquisition or we have provided the certification or opinion letter as required
in section 5.02 of the Pooling and Servicing Agreement, (e) we are acquiring
the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at
all
times to sell or otherwise dispose of the Certificates in accordance with
clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached
or
negotiated with any person with respect thereto, or taken any other action
which
would result in a violation of Section 5 of the Act, and (g) we will not
sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory
to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser
or
transferee has otherwise complied with any conditions for transfer set forth
in
the Pooling and Servicing Agreement.
|
Very
truly yours,
|
||
|
Print
Name of Transferee
|
||
|
By:
|
||
|
Authorized
Officer
|
||
EXHIBIT
L
FORM
OF
RULE 144A LETTER
____________,
200__
Credit
Suisse First Boston Mortgage Securities Corp.
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇
U.S.
Bank
National Association
as
Trustee for the
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇.
▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-6
| Re: |
Credit
Suisse First Boston Mortgage Securities Corp.,
Home
Equity Mortgage Trust 2006-6
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6, Class
[___]
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that
(a) we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificates, (c) we have had
the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto
or
any additional information deemed necessary to our decision to purchase the
Certificates, (d) we are not an employee benefit plan that is subject to
the
Employee Retirement Income Security Act of 1974, as amended, or a plan or
arrangement that is subject to Section 4975 of the Internal Revenue Code
of
1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor are we using the assets of any such plan or arrangement to effect such
acquisition or we have provided the certification or opinion letter as required
in section 5.02 of the Pooling and Servicing Agreement, (e) we have not,
nor has
anyone acting on our behalf offered, transferred, pledged, sold or otherwise
disposed of the Certificates, any interest in the Certificates or any other
similar security to, or solicited any offer to buy or accept a transfer,
pledge
or other disposition of the Certificates, any interest in the Certificates
or
any other similar security from, or otherwise approached or negotiated with
respect to the Certificates, any interest in the Certificates or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates
under
the Act or that would render the disposition of the Certificates a violation
of
Section 5 of the Act or require registration pursuant thereto, nor will act,
nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (f) we are a “qualified institutional buyer” as that term
is defined in Rule 144A under the Act (“Rule 144A”) and have completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex
2,
(g) we are aware that the sale to us is being made in reliance on Rule 144A,
and
(h) we are acquiring the Certificates for our own account or for resale pursuant
to Rule 144A and further, understand that such Certificates may be resold,
pledged or transferred only (A) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (B)
pursuant to another exemption from registration under the Act.
|
Very
truly yours,
|
||
|
Print
Name of Transferee
|
||
|
By:
|
||
|
Authorized
Officer
|
||
ANNEX
1
TO EXHIBIT L
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates
with
respect to the Certificates described therein:
1. As
indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2. In
connection with purchases by the Buyer, the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
discretionary basis $___________ Buyer
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
1 in
securities (except for the 1 excluded securities referred to below) as of
the
end of the Buyer's most recent fiscal year (such amount being calculated
in
accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
category marked below.
___
Corporation, etc. The Buyer is a corporation (other than a bank, savings
and
loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3)
of
the Internal Revenue Code of 1986, as amended.
___
Bank.
The Buyer (a) is a national bank or banking institution organized under the
laws
of any State, territory or the District of Columbia, the business of which
is
substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
___
Savings and Loan. The Buyer (a) is a savings and loan association, building
and
loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and
loan
association or equivalent institution and (b) has an audited net worth of
at
least $25,000,000 as demonstrated in its latest annual financial statements,
a
copy of which is attached hereto.
___
Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of
the
Securities Exchange Act of 1934.
___
Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of
risks underwritten by insurance companies and which is subject to supervision
by
the insurance commissioner or a similar official or agency of a State, territory
or the District of Columbia.
___
State
or Local Plan. The Buyer is a plan established and maintained by a State,
its
political subdivisions, or any agency or instrumentality of the State or
its
political subdivisions, for the benefit of its employees.
___
ERISA
Plan. The Buyer is an employee benefit plan within the meaning of Title I
of the
Employee Retirement Income Security Act of 1974, as amended.
___
Investment Advisor. The Buyer is an investment advisor registered under the
Investment Advisors Act of 1940.
___
Small
Business Investment Company. Buyer is a small business investment company
licensed by the U.S. Small Business Administration under Section 301(c) or
(d)
of the Small Business Investment Act of 1958.
___
Business Development Company. Buyer is a business development company as
defined
in Section 202(a)(22) of the Investment Advisors Act of 1940.
3. The
term
“securities” as used herein does not include (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a repurchase
agreement and (viii) currency, interest rate and commodity swaps.
4. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred
to in
the preceding paragraph, except (i) where the Buyer reports its securities
holdings in its financial statements on the basis of their market value,
and
(ii) no current information with respect to the cost of those securities
has
been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but
only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and
if the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself
a
reporting company under the Securities Exchange Act of 1934, as
amended.
5. The
Buyer
acknowledges that it is familiar with Rule 144A and understands that the
seller
to it and other parties related to the Certificates are relying and will
continue to rely on the statements made herein because one or more sales
to the
Buyer may be in reliance on Rule 144A.
6. Until
the
date of purchase of the Rule 144A Securities, the Buyer will notify each
of the
parties to which this certification is made of any changes in the information
and conclusions herein. Until such notice is given, the Buyer's purchase
of the
Certificates will constitute a reaffirmation of this certification as of
the
date of such purchase. In addition, if the Buyer is a bank or savings and
loan
is provided above, the Buyer agrees that it will furnish to such parties
updated
annual financial statements promptly after they become available.
|
Print
Name of Buyer
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Date:
|
1
Buyer
must own and/or invest on a discretionary basis at least $100,000,000
in
securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or
invest on a discretionary basis at least $10,000,000 in
securities.
ANNEX
2
TO EXHIBIT L
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That are Registered Investment Companies]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates
with
respect to the Certificates described therein:
|
1.
|
As
indicated below, the undersigned is the President, Chief Financial
Officer
or Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the
Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of
a Family of Investment Companies (as defined below), is such an
officer of
the Adviser.
|
|
2.
|
In
connection with purchases by Buyer, the Buyer is a “qualified
institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is
an investment company registered under the Investment Company Act
of 1940,
as amended and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in
securities
(other than the excluded securities referred to below) as of the
end of
the Buyer's most recent fiscal year. For purposes of determining
the
amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used, except
(i)
where the Buyer or the Buyer's Family of Investment Companies reports
its
securities holdings in its financial statements on the basis of
their
market value, and (ii) no current information with respect to the
cost of
those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at
market.
|
___
The
Buyer owned $[_____________] in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
___
The
Buyer is part of a Family of Investment Companies which owned in the aggregate
$[_____________] in securities (other than the excluded securities referred
to
below) as of the end of the Buyer's most recent fiscal year (such amount
being
calculated in accordance with Rule 144A).
|
3.
|
The
term “Family of Investment Companies” as used herein means two or more
registered investment companies (or series thereof) that have the
same
investment adviser or investment advisers that are affiliated (by
virtue
of being majority owned subsidiaries of the same parent or because
one
investment adviser is a majority owned subsidiary of the
other).
|
|
4.
|
The
term “securities” as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) securities issued or guaranteed
by
the U.S. or any instrumentality thereof, (iii) bank deposit notes
and
certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement
and (vii) currency, interest rate and commodity
swaps.
|
|
5.
|
The
Buyer is familiar with Rule 144A and understands that the parties
listed
in the Rule 144A Transferee Certificate to which this certification
relates are relying and will continue to rely on the statements
made
herein because one or more sales to the Buyer will be in reliance
on Rule
144A. In addition, the Buyer will only purchase for the Buyer's
own
account.
|
|
6.
|
Until
the date of purchase of the Certificates, the undersigned will
notify the
parties listed in the Rule 144A Transferee Certificate to which
this
certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the
Certificates will constitute a reaffirmation of this certification
by the
undersigned as of the date of such
purchase.
|
|
Print
Name of Buyer or Adviser
|
||
|
Name
|
||
|
Title
|
||
|
IF
AN ADVISER:
|
||
|
Print
Name of Buyer
|
||
|
Date:
|
||
EXHIBIT
M
REQUEST
FOR RELEASE
(for
Trustee)
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust 2006-6
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Loan
Information
Name
of
Mortgagor:
____________________________________
Servicer
Loan
No.:
____________________________________
Trustee
Name:
Address:
____________________________________
____________________________________
____________________________________
Trustee
Mortgage
File No.:
The
undersigned Servicer hereby acknowledges that it has received from
[______________], as Custodian for the Holders of Mortgage Pass-Through
Certificates, of the above-referenced Series, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller, Select Portfolio
Servicing, Inc. as servicer and U.S. Bank National Association as trustee
(the
“Trustee”).
|
(
)
|
Mortgage
Note dated _____________________, _______, in the original principal
sum
of $___________________, made by ____________________. payable
to, or
endorsed to the order of, the
Trustee.
|
|
(
)
|
Mortgage
recorded on ________________ as instrument no. ______________ in
the
County Recorder's Office of the County of ___________________,
State of
___________ in book/reel/docket _________________ of official records
at
page/image _____________.
|
|
(
)
|
Deed
of Trust recorded on _____________ as instrument no. ______________
in the
County Recorder's Office of the County of _______________, State
of
______________ in book/reel/docket _____________________ of official
records at page/image _________.
|
|
(
)
|
Assignment
of Mortgage or Deed of Trust to the Trustee, recorded on _________
as
instrument no. ______________ in the County Recorder's Office of
the
County of ______, State of ________________ in book/reel/docket
_______________ of official records at page/image
_______________.
|
|
(
)
|
Other
documents, including any amendments, assignments or other assumptions
of
the Mortgage Note or Mortgage.
|
|
(
)
|
|
|
(
)
|
|
|
(
)
|
|
|
(
)
|
The
undersigned Servicer hereby acknowledges and agrees as follows:
(1) Such
Servicer shall hold and retain possession of the Documents in trust for the
benefit of the Trustee, solely for the purposes provided in the
Agreement.
(2) Such
Servicer shall not cause or knowingly permit the Documents to become subject
to,
or encumbered by, any claim, liens, security interest, charges, writs of
attachment or other impositions nor shall the Servicer, if applicable, assert
or
seek to assert any claims or rights of setoff to or against the Documents
or any
proceeds thereof.
(3) Such
Servicer shall return each and every Document previously requested from the
Mortgage File to the Custodian when the need therefor no longer exists, unless
the Mortgage Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as expressly
provided in the Agreement.
(4) The
Documents and any proceeds thereof, including any proceeds of proceeds, coming
into the possession or control of such Servicer shall at all times be earmarked
for the account of the Custodian, and such Servicer shall keep the Documents
and
any proceeds separate and distinct from all other property in such Servicer's
possession, custody or control.
[Servicer]
By
_________________________________
Its
_________________________________
Date:
____________, 20__
EXHIBIT
N
FORM
OF
SUBSEQUENT TRANSFER AGREEMENT
THIS
SUBSEQUENT TRANSFER AGREEMENT, dated as of _________ ___, 2007 (this “Subsequent
Transfer Agreement”), among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation, as depositor (the “Depositor”), DLJ MORTGAGE
CAPITAL, INC., a Delaware corporation, in its capacity as seller under the
Pooling and Servicing Agreement referred to below (the “Seller”), SELECT
PORTFOLIO SERVICING, INC., as servicer (the “Servicer”) and U.S. Bank National
Association, a banking association organized under the laws of the United
States, as trustee (the “Trustee”);
WHEREAS,
the parties hereto are also among the parties to the Pooling and Servicing
Agreement, dated as of December 1, 2006, among the Depositor, the Seller,
SPS
and the Trustee, in relation to the Home Equity Mortgage Pass-Through
Certificates, Series 2006-6;
WHEREAS,
Sections 2.01(f) of the Pooling and Servicing Agreement provides for the
parties
hereto to enter into this Subsequent Transfer Agreement in accordance with
the
terms and conditions of the Pooling and Servicing Agreement;
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged the
parties hereto agree as follows:
(i) The
“Subsequent Transfer Date” with respect to this Subsequent Transfer Agreement
shall be ____________, 200__.
(ii) The
“Aggregate Subsequent Purchase Amount” with respect to this Subsequent Transfer
Agreement shall be $____________, provided, however, that such amount shall
not
exceed the amount on deposit in the Pre-Funding Accounts.
(iii) The
Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date shall
satisfy
the pool characteristics for the Trust Fund identified in Section 2.01(f)
of the
Pooling and Servicing Agreement.
(iv) In
case
any provision of this Subsequent Transfer Agreement shall be invalid, illegal
or
unenforceable, the validity, legality and enforceability of the remaining
provisions or obligations shall not in any way be affected or impaired
thereby.
(v) In
the
event of any conflict between the provisions of this Subsequent Transfer
Agreement and the Pooling and Servicing Agreement, the provisions of the
Pooling
and Servicing Agreement shall prevail. Capitalized terms used herein and
not
otherwise defined have the meanings in the Pooling and Servicing
Agreement.
(vi) The
Seller hereby sells, transfers, assigns, sets over and otherwise conveys
to the
Trustee for the benefit of the Certificateholders, without recourse, all
right
title and interest in the Subsequent Mortgage Loans identified in Schedule
A,
including all interest and principal due on or with respect to such Subsequent
Mortgage Loans on or after the Subsequent Cut-off Date and all interest and
principal payments on such Subsequent Mortgage Loans received prior to the
Subsequent Cut-off Date in respect of installments of interest and principal
due
thereafter, but not including principal and interest due on such Subsequent
Mortgage Loans prior to the Subsequent Cut-off Date, any insurance policies
in
respect of such Subsequent Mortgage Loans and all proceeds of any of the
foregoing.
(vii) This
Subsequent Transfer Agreement shall be governed by, and shall be construed
and
enforced in accordance with the laws of the State of New York.
(viii) The
Subsequent Transfer Agreement may be executed in one or more counterparts,
each
of which so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument.
EXHIBIT
O-1
FORM
OF
COLLECTION ACCOUNT CERTIFICATION
[ ],
20__
[Servicer's
name] hereby certifies that it has established the account described below
as a
Collection Account pursuant to Section 3.05 of the Pooling and Servicing
Agreement, dated as of December 1, 2006, among Credit Suisse First Boston
Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller
(“DLJMC”), Select Portfolio Servicing, Inc. as servicer (the “Servicer”) and
U.S. Bank National Association as trustee (the “Trustee”).
| Title of Account: | [Servicer's Name], in trust for the Holders of Credit Suisse First Boston Mortgage Securities Corp., Home Equity Mortgage Pass-Through Certificates, Series 2006-6. |
Account
Number: ______________
Address
of officer or branch
of
the
Company at
which
Account is maintained:
_________________________
_________________________
_________________________
[Servicer's
Name], AS SERVICER
By:
______________________
Name:
____________________
Title:
_____________________
EXHIBIT
O-2
FORM
OF
COLLECTION ACCOUNT LETTER AGREEMENT
[ ],
20__
To:
___________________
___________________
___________________
(the
“Depository”)
As
Servicer under the Pooling and Servicing Agreement, dated as of December
1,
2006, among Credit Suisse First Boston Mortgage Securities Corp. as depositor,
DLJ Mortgage Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc.
as servicer (the “Servicer”) and U.S. Bank National Association as trustee (the
“Trustee”) (the “Agreement”), we hereby authorize and request you to establish
an account, as a Collection Account pursuant to Section 3.05 of the Agreement,
to be designated as “[Servicer's Name], in trust for the Holders of Credit
Suisse First Boston Mortgage Securities Corp., Home Equity Mortgage Pass-Through
Certificates, Series 2006-6.” All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. This letter is submitted
to you in duplicate. Please execute and return one original to us.
[Servicer's
Name], AS SERVICER
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number _________ at the office of the
Depository indicated above and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will
be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance
Fund (“SAIF”).
_______________________________
Depository
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
EXHIBIT
P-1
FORM
OF
ESCROW ACCOUNT CERTIFICATION
[
],
20__
[Servicer's
Name] hereby certifies that it has established the account described below
as an
Escrow Account pursuant to Section 3.06 of the Pooling and Servicing Agreement,
dated as of December 1, 2006, among Credit Suisse First Boston Mortgage
Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller (“DLJMC”),
Select Portfolio Servicing, Inc. as servicer (the “Servicer”) and U.S. Bank
National Association as trustee (the “Trustee”).
| Title of Account: | “[Servicer's Name], in trust for Credit Suisse First Boston Mortgage Securities Corp., Home Equity Mortgage Trust 2006-6, Home Equity Mortgage Pass-Through Certificates, Series 2006-6 and various mortgagors” |
Account
Number: ___________________________________
Address
of officer or branch
of
the
Company at
which
Account is maintained:
________________________
________________________
________________________
[Servicer's
Name], AS SERVICER
By:
_____________________
Name:
___________________
Title:
____________________
EXHIBIT
P-2
FORM
OF
ESCROW ACCOUNT LETTER AGREEMENT
[ ],
20__
To:
_________________
_________________
_________________
(the
“Depository”)
As
Servicer under the Pooling and Servicing Agreement, dated as of December
1,
2006, among Credit Suisse First Boston Mortgage Securities Corp. as depositor,
DLJ Mortgage Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc.
as servicer (the “Servicer”) and U.S. Bank National Association as trustee (the
“Trustee”) (the “Agreement”), we hereby authorize and request you to establish
an account, as an Escrow Account pursuant to Section 3.06 of the Agreement,
to
be designated as “Credit Suisse First Boston Mortgage Securities Corp., Home
Equity Mortgage Trust 2006-6, Home Equity Mortgage Pass-Through Certificates,
Series 2006-6”. All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Servicer. This letter is submitted to you
in
duplicate. Please execute and return one original to us.
[SERVICER'S
NAME], AS SERVICER
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number ________________ at the office
of the
Depository indicated above and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will
be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance
Fund (“SAIF”).
_______________________________
Depository
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
EXHIBIT
Q
[RESERVED]
EXHIBIT
R-1
FORM
OF
CUSTODIAL AGREEMENT FOR LASALLE BANK NATIONAL ASSOCIATION
THIS
CUSTODIAL AGREEMENT (the “Custodial Agreement”), dated as of December 1, 2006 by
and between U.S.
BANK
NATIONAL ASSOCIATION,
a
national banking association organized under the laws of the United States
(the
“Trustee”), having an address at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇, not
individually, but solely as trustee under the Pooling and Servicing Agreement
for the Credit Suisse First Boston Mortgage Securities Corp., Home Equity
Mortgage Trust 2006-6, Home Equity Mortgage Pass-Through Certificates, Series
2006-6 (the “Trust”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as custodian (the “Custodian”).
W
I T
N E S S E T H
WHEREAS,
Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”) has
agreed to transfer certain conventional, fixed-rate mortgage loans (the
“Mortgage Loans”) to the Trustee, pursuant to the terms and conditions of the
Pooling and Servicing Agreement, dated December 1, 2006 (the “Pooling and
Servicing Agreement”), among DLJMC, as seller (the “Seller”), Select Portfolio
Servicing, Inc., as servicer (the “Servicer”), the Trustee and the Depositor;
and
WHEREAS,
the Servicer is to service the Mortgage Loans pursuant to the terms and
conditions of the Pooling and Servicing Agreement, and the Trustee will retain
record title to the Mortgage Loans; and
WHEREAS,
the Custodian is a national banking association and is otherwise authorized
to
act as Custodian pursuant to this Custodial Agreement; and
NOW
THEREFORE, in consideration of the mutual undertakings herein expressed,
the
parties hereto hereby agree as follows:
Section
1. Definitions.
Capitalized
terms used but not defined herein shall have the meanings assigned to them
in
the Pooling and Servicing Agreement, a copy of which has been received by
the
Custodian.
Agreement:
This
Custodial Agreement and all amendments, attachments and supplements
hereto.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in the City of New York, New York, or the city in which the
Corporate Trust Office of the Trustee is located, or savings and loan
institutions located in the States of Minnesota, Illinois or Utah are authorized
or obligated by law or executive order to be closed.
Closing
Date:
December 29, 2006.
Commission:
The
United States Securities and Exchange Commission.
Custodial
File:
As to
each Mortgage Loan, any mortgage loan documents which are delivered to the
Custodian or which at any time come into the possession of the Custodian
as set
forth in Section 2 of this Custodial Agreement.
Custodian:
LaSalle
Bank National Association, or its successor in interest or assigns, or any
successor to the Custodian under this Custodial Agreement as herein
provided.
Delivery
Date:
The
date which occurs five (5) Business Days prior to the Closing Date or any
Subsequent Transfer Date, as applicable, or such other date as mutually agreed
upon by the Depositor, Trustee and the Custodian.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
Mortgage
Loan:
The
mortgage loan relating to each Custodial File sold, assigned or transferred
pursuant to this Custodial Agreement and identified on the Mortgage Loan
Schedule attached hereto as Exhibit
5,
as such
Mortgage Loan Schedule may be supplemented from time to time.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Securities
Act:
The
Securities Act of 1933, as amended.
Servicer:
The
Servicer under the Pooling and Servicing Agreement as therein
provided.
Subcontractor:
Any
vendor, subcontractor or other
person
that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of the
Mortgage Loans but performs one or more discrete functions identified in
Item
1122(d) of Regulation AB with respect to the Mortgage Loans under the direction
or authority of the Custodian.
Trustee:
U.S.
Bank National Association, in its capacity as Trustee under the Pooling and
Servicing Agreement or its assigns.
Trust
Receipt:
Either
a Trust Receipt and Initial Certification or a Trust Receipt and Final
Certification.
Trust
Receipt and Initial Certification:
A trust
receipt and initial certification as to each Mortgage Loan, which Trust Receipt
and Initial Certification is delivered to the Trustee and the Servicer by
the
Custodian in the form annexed hereto as Exhibit 1.
Trust
Receipt and Final Certification:
A trust
receipt and final certification as to each Mortgage Loan, which Trust Receipt
and Final Certification is delivered to the Trustee and the Servicer by the
Custodian in the form annexed hereto as Exhibit 2.
Section
2. Delivery
of Custodial Files.
The
Depositor will deliver and release or cause to be delivered and released
to the
Custodian on the Delivery Date the following original documents pertaining
to
each of the Mortgage Loans identified in the related Mortgage Loan
Schedule:
i.) (A)
the
original Mortgage Note of the Mortgagor in the name of the Trustee or endorsed
“Pay to the order of ________________ without recourse” and signed in the name
of the last named endorsee by an authorized officer, together with all
intervening endorsements showing a complete chain of endorsements from the
originator of the related Mortgage Loan to the last endorsee or (B) with
respect
to any Lost Mortgage Note (as such term is defined in the Pooling and Servicing
Agreement), a lost note affidavit stating that the original Mortgage Note
was
lost or destroyed, together with a copy of such Mortgage Note;
ii.) the
original Mortgage bearing evidence that such instruments have been recorded
in
the appropriate jurisdiction where the Mortgaged Property is located as
determined by DLJMC (or, in lieu of the original of the Mortgage or the
assignment thereof, a duplicate or conformed copy of the Mortgage or the
instrument of assignment, if any, together with a certificate of receipt
from
the Seller or the settlement agent who handled the closing of the Mortgage
Loan,
certifying that such copy or copies represent true and correct copy(ies)
of the
original(s) and that such original(s) have been or are currently submitted
to be
recorded in the appropriate governmental recording office of the jurisdiction
where the Mortgaged Property is located) or a certification or receipt of
the
recording authority evidencing the same;
iii.) the
original Assignment of Mortgage, in blank, which assignment appears to be
in
form and substance acceptable for recording and, in the event that the related
Originator acquired the Mortgage Loan in a merger, the assignment must be
by
“[Originator], successor by merger to [name of predecessor]”, and in the event
that the Mortgage Loan was acquired or originated by the related Originator
while doing business under another name, the assignment must be by
“[Originator], formerly known as [previous name]”;
iv.) The
original of any intervening assignment of the Mortgage not included in (iii)
above, including any warehousing assignment, with evidence of recording thereon
(or, in lieu of the original of any such intervening assignment, a duplicate
or
conformed copy of such intervening assignment together with a certificate
of
receipt from the related Originator or the settlement agent who handled the
closing of the Mortgage Loan, certifying that such copy or copies represent
true
and correct copy(ies) of the original(s) and that such original(s) have been
or
are currently submitted to be recorded in the appropriate governmental recording
office of the jurisdiction where the Mortgaged Property is located) or a
certification or receipt of the recording authority evidencing the
same;
v.) an
original of any related security agreement (if such item is a document separate
from the Mortgage) and the originals of any intervening assignments thereof
showing a complete chain of assignment from the originator of the related
Mortgage Loan to the last assignee;
vi.) an
original assignment of any related security agreement (if such item is a
document separate from the Mortgage) executed by the last assignee in
blank;
vii.) the
originals of any assumption, modification, extension or guaranty agreement
with
evidence of recording thereon, if applicable (or, in lieu of the original
of any
such agreement, a duplicate or conformed copy of such agreement together
with a
certificate of receipt from the related Originator or the settlement agent
who
handled the closing of the Mortgage Loan, certifying that such copy(ies)
represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located), or a certification or receipt of the recording
authority evidencing the same;
viii.) if
the
Mortgage Note or Mortgage or any other document or instrument relating to
the
Mortgage Loan has been signed by a person on behalf of the Mortgagor, the
original power of attorney or other instrument that authorized and empowered
such person to sign bearing evidence that such instrument has been recorded,
if
so required, in the appropriate jurisdiction where the Mortgaged Property
is
located as determined by DLJMC (or, in lieu thereof, a duplicate or conformed
copy of such instrument, together with a certificate of receipt from the
related
Originator or the settlement agent who handled the closing of the Mortgage
Loan,
certifying that such copy(ies) represent true and complete copy(ies) of the
original(s) and that such original(s) have been or are currently submitted
to be
recorded in the appropriate governmental recording office of the jurisdiction
where the Mortgaged Property is located) or a certification or receipt of
the
recording authority evidencing the same; and
ix.) in
the
case of the First Mortgage Loans, the original mortgage title insurance
policy.
In
the
event that, pursuant to the Pooling and Servicing Agreement, an Officer’s
Certificate of the Seller is delivered to the Trustee because of a delay
caused
by the public recording office in returning any recorded document, the Trustee
shall deliver such Officer’s Certificate to the Custodian. The Trustee shall
direct the Custodian to deliver written notice to each Rating Agency, as
such
term is defined in the Pooling and Servicing Agreement, within 360 days from
the
Closing Date indicating each Mortgage (a) which has not been returned by
the
appropriate recording office or (b) as to which there is a dispute as to
location or status of such Mortgage. Such notice shall be delivered every
90
days thereafter until the related Mortgage is returned to the
Custodian.
From
time
to time, the Servicer shall forward or shall cause to be forwarded to the
Custodian additional original documents, additional documents evidencing
an
assumption, modification, consolidation or extension of a Mortgage Loan approved
by the Servicer of such Mortgage Loan, in accordance with the terms of the
Pooling and Servicing Agreement. All such mortgage documents held by the
Custodian as to each Mortgage Loan shall constitute the “Custodial File”. From
time to time, the Trustee shall instruct or cause the instruction of the
Custodian to deliver certain mortgage documents to the Trustee for assignment
and recordation.
Within
thirty (30) days of the Closing Date with regard to the Initial Mortgage
Loans
and the related Subsequent Transfer Date with regard to the Subsequent Mortgage
Loans, the Trustee (at the expense of DLJ Mortgage Capital, Inc., referred
to in
the Pooling and Servicing Agreement as DLJMC, the seller of the Mortgage
Loans)
shall (i) affix the Trustee’s name to each Assignment of Mortgage, as the
assignee thereof, (ii) cause such Assignment of Mortgage to be completed
in
proper form for recording in the appropriate public office for real property
records and (iii) cause to be delivered for recording in the appropriate
public
office for real property records the Assignments of Mortgages to the Trustee,
except that, with respect to any Assignment of Mortgage as to which the Trustee
has not received the information required to prepare such Assignment of Mortgage
in recordable form, the Trustee’s obligation to do so and to deliver the same
for such recording shall be as soon as practicable after receipt of such
information and in any event within thirty (30) days after the receipt thereof.
The Custodian shall maintain a copy of each such assignment in the Custodial
File. DLJMC shall be responsible for the fees and expenses of the Trustee
in
connection with this paragraph.
At
least
24 hours prior to delivery of the Mortgage Loans, the Depositor will provide
or
cause to be provided to the Custodian, via electronic transmission, a list
of
all the Mortgage Loans and their related data fields including loan ID,
Mortgagor name, mortgaged property address, mortgage rate, maturity date,
and
original principal balance of each such Mortgage Loan. This data shall be
delivered to the Custodian in an acceptable format that can be easily uploaded
to the Custodian’s system. A hard copy of the Mortgage Loan Schedule will be
delivered to the Custodian at the time of delivery to the Custodian of such
documents related to the Mortgage Loans identified in such Mortgage Loan
Schedule.
Section
3. Custodian
as Bailee.
The
Custodian hereby acknowledges that it is, and agrees to act as, bailee for
the
Trustee and is holding each Custodial File delivered to it in trust for the
Trustee.
Section
4. Trust
Receipt and Initial Certification of the Custodian.
B. No
later
than 1:00 p.m. Eastern Time on the Closing Date or Subsequent Transfer Date,
as
applicable, the Custodian shall deliver to the Trustee and the Servicer a
Trust
Receipt and Initial Certification certifying, subject to any exceptions noted
thereon, as to each Initial Mortgage Loan or Subsequent Mortgage Loan, as
applicable, on the Mortgage Loan Schedule, (i) receipt of the original Mortgage
Note and Assignment of Mortgage and (ii) that the Mortgage Note has been
reviewed by the Custodian and appears regular on its face and relates to
such
Mortgage Loan.
C. Upon
the
written directions of the Trustee, and upon the prior tender by the Trustee
of
an applicable trust receipt or trust receipts (including any related Trust
Receipt and Final Certification that has been issued), the Custodian shall
deliver all or any portion of the related Custodial Files held by it pursuant
to
such Trust Receipt to the Trustee, or to such other party designated by such
Trustee in such written direction, and to the place indicated in any such
written direction from the Trustee. If such delivery is for less than all
of the
Custodial Files held by the Custodian with respect to such Trust Receipt
(and a
Trust Receipt and Final Certification has been issued), the Custodian shall
deliver to the Trustee and the Servicer a new Trust Receipt and Final
Certification with respect to the related Custodial Files retained by the
Custodian. Each Trust Receipt (including any Trust Receipt and Final
Certification) surrendered shall be canceled by the Custodian.
Section
5. Obligations
of the Custodian.
D. With
respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage
and
other documents constituting each Custodial File which is delivered to the
Custodian or which come into the possession of the Custodian, the Custodian
is
the custodian for the Trustee exclusively. The Custodian shall hold all mortgage
documents received by it constituting the Custodial File for the exclusive
use
and benefit of the Trustee, and shall make disposition thereof only in
accordance with this Custodial Agreement and the instructions furnished by
the
Trustee. The Custodian shall segregate and maintain continuous custody of
all
mortgage documents constituting the Custodial File in secure and fire-resistant
facilities in accordance with customary standards for such custody. The
Custodian shall not be responsible to verify (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any document
in
the Custodial File or of any Mortgage Loans or (ii) the collectability,
insurability, effectiveness including the authority or capacity of any Person
to
execute or issue any document in the Custodial File, or suitability of any
Mortgage Loan unless specified otherwise in this Custodial Agreement. The
Custodian shall promptly report to the Trustee any failure on its part to
hold
the Custodial Files and maintain its accounts, records and computer systems
as
herein provided and promptly take appropriate action to remedy such
failure.
E. On
or
before March 15th of each calendar year that the Trust Fund is subject to
the
Exchange Act reporting requirements, beginning with March 15, 2007, the
Custodian shall, at its own expense, cause a firm of independent public
accountants (who may also render other services to Custodian), which is a
member
of the American Institute of Certified Public Accountants, to furnish to
the
Trustee and the Depositor a report to the effect that such firm that attests
to,
and reports on, the assessment made by such asserting party pursuant to Section
5(c) below, which report shall be made in accordance with standards for
attestation engagements issued or adopted by the Public Company Accounting
Oversight Board.
F. On
or
before March 15th
of each
calendar year that the Trust Fund is subject to the Exchange Act reporting
requirements, beginning with March 15, 2007, the Custodian shall deliver
to the
Trustee and the Depositor a report regarding its assessment of compliance
with
the applicable servicing criteria identified in Exhibit
7
attached
hereto, as of and for the period ending the end of the fiscal year ending
no
later than December 31 of the year prior to the year of delivery of the report,
with respect to asset-backed security transactions taken as a whole in which
the
Custodian is performing any of the servicing criteria specified in Exhibit
7
and that
are backed by the same asset type backing such asset-backed securities. Each
such report shall include (a) a statement of the party’s responsibility for
assessing compliance with the servicing criteria applicable to such party,
(b) a
statement that such party used the criteria identified in Item 1122(d) of
Regulation AB (§ 229.1122(d)) to assess compliance with the applicable servicing
criteria, (c) disclosure of any material instance of noncompliance identified
by
such party, and (d) a statement that a registered public accounting firm
has
issued an attestation report on such party’s assessment of compliance with the
applicable servicing criteria, which report shall be delivered by the Custodian
as provided in Section 5(b).
G. The
Custodian has not and shall not engage any Subcontractor which is “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB
without (a) giving notice to the Seller, the Trustee, the Servicer and the
Depositor, and (b) requiring any such Subcontractor to provide to the Custodian
an attestation report as provided for in Section 5(b) above and an assessment
report as provided for in Section 5(c) above, which reports the Custodian
shall
include in the Custodian’s attestation and assessment reports.
Section
6. Final
Certification.
Not
later
than ninety (90) days following (i) the Closing Date and (ii) the end of
the
Pre-Funding Period, the Custodian shall ascertain that all documents specified
in Sections 2(i) through (ix) of this Custodial Agreement are in its possession,
and shall deliver to the Trustee and the Servicer a Trust Receipt and Final
Certification certifying, subject to any exceptions noted thereon that, as
to
each Initial Mortgage Loan or Subsequent Mortgage Loan, as applicable, listed
in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
any
Mortgage Loan specifically identified in such certification as not covered
by
such certification): (i) all documents required to be delivered to it pursuant
to Sections 2(i)-(ix) of this Custodial Agreement are in its possession;
(ii)
such documents have been reviewed by it (including the information set forth
in
items (i), (iii), (xii) and (xx) with respect to each Mortgage Loan and item
(ii) with respect to the Mortgage Loans in the aggregate of the Mortgage
Loan
Schedule) and appear regular on their face and relate to such Mortgage Loan;
(iii) all Assignments of Mortgage or intervening assignments of mortgage,
as
applicable, have been submitted for recording in the jurisdiction in which
recording is necessary; and (iv) each Mortgage Note has been endorsed as
provided in Section 2(i) of this Custodial Agreement and each Mortgage has
been
assigned in accordance with Section 2(iii) of this Custodial
Agreement.
Section
7. Future
Defects.
During
the term of this Custodial Agreement, if the Custodian discovers any defect
with
respect to any Custodial File, the Custodian shall give written specification
of
such defect to the Trustee, and the Servicer.
Section
8. Release
for Servicing.
H. From
time
to time and as appropriate for the foreclosure or servicing of any of the
Mortgage Loans, the Custodian is hereby authorized, upon written receipt
from
the Servicer of a request for release of documents and receipt in the form
annexed hereto as Exhibit
3,
to
release to such Servicer the related Custodial File or the documents set
forth
in such request and receipt to such Servicer. The Servicer promptly shall
return
to the Custodian the Custodial File or other such documents when the Servicer’s
need therefor no longer exists, unless the related Mortgage Loan shall be
liquidated in which case, upon receipt of an additional request for release
of
documents and receipt certifying such liquidation from the Servicer to the
Custodian in the form annexed hereto as Exhibit
3,
the
Servicer’s request and receipt submitted pursuant to the first sentence of this
Section 8 shall be released by the Custodian to the Servicer. If the Custodian
fails to release the Custodial File within three (3) business days of receipt
of
the request for release of documents, the Custodian, upon the written request
of
the Servicer, will provide the Servicer with a lost note affidavit and
indemnity; provided, however, that in the event the Custodial File did not
contain an original Mortgage Note and such exception was duly reported on
the
document exception report attached to the Trust Receipt and Initial
Certification, the Custodian will not be required to provide a lost note
affidavit and indemnity. The Custodian agrees to indemnify the Trustee for
the
reasonable replacement cost of the file, as well as any actual penalties
or
charges resulting from the failure of the Custodian to return the Mortgage
Files
within the time frame described above.
Section
9. Limitation
on Release.
The
foregoing provision respecting release to the Servicer of Custodial Files
and
documents by the Custodian upon requests by the Servicer shall be operative
only
to the extent that at any time the Custodian shall not have released to the
Servicer active Custodial Files or documents (including those requested)
pertaining to more than 15% of the Mortgage Loans in the Mortgage Pool. Any
additional Custodial Files or documents requested to be released by the Servicer
may be released only upon written authorization of the Depositor. The
limitations of this paragraph shall not apply to the release of Custodial
Files
to the Servicer under Section 10 below.
Section
10. Release
for Payment.
Upon
receipt by the Custodian of the Servicer’s request for release of documents and
receipt in the form annexed hereto as Exhibit
3
(which
certification shall include a statement to the effect that all amounts received
in connection with such payment or repurchase have been credited to the
Certificate Account as provided in the Pooling and Servicing Agreement),
the
Custodian shall promptly release the related Custodial File to the
Servicer.
Section
11. Fees
of
Custodian.
The
Custodian shall charge such fees for its services under this Custodial Agreement
as are set forth in Exhibit
6
hereto,
the payment of which fees (with the exception of conference room fees and
extraordinary time charges, which shall be the obligation of the party
requesting such services), together with the Custodian’s expenses in connection
herewith, shall be solely the obligation of the Trustee.
Section
12. Removal
of Custodian.
The
Trustee with or without cause, may upon at least 60 days’ notice remove and
discharge the Custodian from the performance of its duties under this Custodial
Agreement by written notice from the Trustee to the Custodian. Having given
notice of such removal, the Trustee, promptly shall appoint a successor
Custodian (which may be the Trustee or an affiliate of the Trustee) to act
on
behalf of the Trustee by written instrument, one original counterpart of
which
instrument shall be delivered to the Trustee and an original to the successor
Custodian (with a copy delivered to the Servicer), provided that any such
successor Custodian shall meet the criteria set forth in the following
paragraph. In the event of any such removal, the Custodian shall promptly
transfer to the successor Custodian, as directed, all Custodial Files being
administered under this Custodial Agreement. In the event of any such
appointments the Trustee shall be responsible for the fees and expenses of
the
existing and successor Custodian, unless the Custodian shall be removed for
cause, in which case such fees and expenses shall be the responsibility of
the
removed custodian. If the Trustee removes the Custodian without cause, the
Trustee shall be responsible for payment of all expenses incurred in the
transmission of the Custodial Files to the successor Custodian and for all
applicable release fees of the Custodian.
Any
successor Custodian shall at all times be a corporation or association organized
and doing business under the laws of a state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $5,000,000, subject to supervision or
examination by federal or state authority and with a credit rating which
would
not cause either of the Rating Agencies to reduce their respective then current
Ratings of the Certificates (or having provided such security from time to
time
as is sufficient to avoid such reduction) as evidenced in writing by each
Rating
Agency. If such corporation or association publishes reports of condition
at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section
12 the
combined capital and surplus of such corporation or association shall be
deemed
to be its combined capital and surplus as set forth in its most recent report
of
condition so published. In case at any time a successor Custodian shall cease
to
be eligible in accordance with the provisions of this Section 12, such successor
Custodian shall resign immediately and be replaced as specified in the previous
paragraph. The entity serving as successor Custodian may have normal banking
and
trust relationships with the Depositor and its affiliates or the Servicer
and
its affiliates; provided, however, that such entity cannot be an affiliate
of
the Seller, the Depositor or the Servicer.
Section
13. Transfer
of Custodial Files.
Upon
written request of the Trustee, the Custodian shall release to such Persons
as
the Trustee shall designate the Custodial Files relating to such Mortgage
Loans
as the Trustee shall request.
Section
14. Examination
of Custodial Files.
Upon
reasonable prior notice to the Custodian but not less than two (2) Business
Days
notice, the Trustee and its agents, accountants, attorneys, auditors and
designees will be permitted during normal business hours to examine the
Custodial Files, documents, records and other papers in the possession of
or
under the control of the Custodian relating to any or all of the Mortgage
Loans.
The Custodial Files shall be maintained at LaSalle Bank National Association,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such
other
location as the Custodian may designate in writing to the Trustee.
Section
15. Insurance
of Custodian.
At
its
own expense, the Custodian shall maintain at all times during the existence
of
this Custodial Agreement and keep in full force and effect such insurance
in
amounts, with standard coverage and subject to deductibles, all as is customary
for insurance typically maintained by banks which act as custodian. The minimum
coverage under any such bond and insurance policies shall be at least equal
to
the corresponding amounts required by FNMA in the FNMA Servicing Guide or
by
FHLMC in the FHLMC Company’s & Servicers’ Guide.
Section
16. Counterparts.
For
the
purpose of facilitating the execution of this Custodial Agreement as herein
provided and for other purposes, this Custodial Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts
shall
be deemed to be an original, and such counterparts shall constitute and be
one
and the same instrument.
Section
17. Periodic
Statements.
Within
10
days of each anniversary of the date of this Custodial Agreement, or upon
the
request of the Trustee at any other time, the Custodian shall provide to
the
Trustee a list of all the Mortgage Loans and file exceptions for which the
Custodian holds a Custodial File pursuant to this Custodial Agreement and
the
Pooling and Servicing Agreement. Such list may be in a mutually agreeable
electronic format.
Section
18. Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW
YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
19. Copies
of
Mortgage Documents.
Upon
the
request of the Trustee, acting solely at the direction of the Servicer or
a
Certificateholder, the Custodian shall provide the Trustee or the Servicer
with
copies of the Mortgage Notes, Mortgages, Assignments of Mortgage and other
documents relating to one or more of the Mortgage Loans.
Section
20. No
Adverse Interest of Custodian.
By
execution of this Custodial Agreement, the Custodian represents and warrants
that it currently holds, and during the existence of this Custodial Agreement
shall hold, no interest adverse to the Trustee, by way of security or otherwise,
in any Mortgage Loan, and hereby waives and releases any such interest which
it
may have in any Mortgage Loan as of the date hereof.
Section
21. Termination
by Custodian.
The
Custodian may terminate its obligations under this Custodial Agreement upon
at
least 60 days’ prior written notice to the Trustee and the Servicer. In the
event of such termination, the Trustee shall appoint a successor Custodian
and
shall notify the Servicer of such appointment. The payment of such successor
Custodian’s fees and expenses shall be solely the responsibility of the Trustee.
Upon such appointment, the Custodian shall promptly transfer at its expense
to
the successor Custodian, as directed, all Custodial Files being administered
under this Custodial Agreement.
Section
22. Term
of
Agreement.
Unless
terminated pursuant to Section 12 or Section 21 hereof, this Custodial Agreement
shall terminate upon the final payment or other liquidation (or advance with
respect thereto) of the last Mortgage Loan or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage
Loan,
and the final remittance of all funds due under the Pooling and Servicing
Agreement. In such event all documents remaining in the Custodial Files shall
be
released in accordance with the written instructions of the
Trustee.
Section
23. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given when received by the recipient party at the
addresses shown on the first page hereof, and in the case of the Trustee,
to the
attention of U.S. Bank National Association, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust - Structured Finance Ref: HEMT
2006-6, and in the case of the Custodian, to the attention of LaSalle Bank
National Association, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: Operations Manager, or at such other addresses as may
hereafter be furnished to the other parties by like notice. Any such demand,
notice or communication hereunder shall be deemed to have been received on
the
date delivered to or received at the premises of the addressee (as evidenced,
in
the case of registered or certified mail, by the date noted on the return
receipt).
Section
24. Successors
and Assigns.
The
Custodian may assign its rights and obligations under this Agreement, in
whole
or in part, to any Affiliate; however, Custodian agrees to notify Trustee
of any
such assignment. “Affiliate” is defined as any entity that directly or
indirectly is under common control with Custodian, or is under contract to
be
under common control with Custodian, and shall include a subsidiary or parent
company of Custodian.
This
Custodial Agreement shall inure to the benefit of the successors and assigns
of
the parties hereto. Any person into which the Custodian may be merged or
converted or with which the Custodian may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Custodian
shall be a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the execution
or
filing of any paper or any further act on the part of any of the parties
hereto,
anything to the contrary herein notwithstanding. Any assignee shall forward
a
list of authorized representatives to each party to this Custodial Agreement
pursuant to Section 28 of this Custodial Agreement.
Section
25. Liability
of Custodian; Indemnification.
Neither
the Custodian nor any of its directors, affiliates, officers, agents, or
employees, shall be liable for any action taken or omitted to be taken by
it or
them hereunder or in connection herewith in good faith and believed by it
or
them to be within the purview of this Custodial Agreement, except for its
or
their own gross negligence, lack of good faith or willful misconduct. In
no
event shall the Custodian or its directors, affiliates, officers, agents,
and
employees be held liable for any special, indirect or consequential damages
resulting from any action taken or omitted to be taken by it or them hereunder
or in connection herewith even if advised of the possibility of such
damages.
The
Custodian agrees to indemnify and defend, from Custodian’s own funds, and hold
the Depositor, DLJMC, and their respective directors, affiliates, officers,
agents, and employees harmless against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements,
including reasonable attorney’s fees, that may be imposed on, incurred by, or
asserted against it or them directly based upon the engagement of any
Subcontractor in violation of Section 5(d) or any failure by the Custodian
to
deliver any information, report, certification, accountants’ letter or other
material when and as required under this Agreement, including any report
under
Sections 5(b) or 5(c). The indemnification set forth in this section shall
survive any termination of this Agreement and the termination, resignation
or
removal of the Custodian.
Section
26. Reliance
of Custodian.
In
the
absence of gross negligence or bad faith on the part of the Custodian, the
Custodian may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any data communications,
magnetic tape, request, instructions, certificate, opinion or other document
furnished to the Custodian, reasonably believed by the Custodian to be genuine
and to have been signed or presented by the proper party or parties and
conforming to the requirements of this Custodial Agreement; but in the case
of
any loan document or other request, instruction, document or certificate
which
by any provision hereof is specifically required to be furnished to the
Custodian, the Custodian shall be under a duty to examine the same to determine
whether or not it conforms prima
facie
to the
requirements of this Custodial Agreement.
Section
27. Transmission
of Custodial Files.
Written
instructions as to the method of shipment and shipper(s) the Custodian is
directed to utilize in connection with transmission of mortgage files and
loan
documents in the performance of the Custodian’s duties hereunder shall be
delivered by the related Servicer to the Custodian prior to any shipment
of any
mortgage files and loan documents hereunder. The Trustee will arrange for
the
provision of such services at the reasonable cost and expense of the Trustee
(or, at the Custodian’s option, the Trustee shall reimburse the Custodian for
all costs and expenses incurred by the Custodian consistent with such
instructions). Without limiting the generality of the provisions of Section
25
above, it is expressly agreed that in no event shall the Custodian have any
liability for any losses or damages to any person, including without limitation,
the Trustee arising out of actions of the Custodian consistent with instructions
of the Trustee.
Section
28. Authorized
Representatives.
Each
individual designated as an authorized representative of the Servicer (an
“Authorized Representative”), is authorized to give and receive notices,
requests and instructions and to deliver certificates and documents in
connection with this Custodial Agreement on behalf of the related Servicer,
as
the case may be, and the specimen signature for each such Authorized
Representative of each such Authorized Representative of the Servicer, initially
authorized hereunder, is set forth on Exhibit
4
hereof.
From time to time, the Servicer may, by delivering to the Custodian a revised
exhibit, change the information previously given pursuant to this Section
28,
but each of the parties hereto shall be entitled to rely conclusively on
the
then current exhibit until receipt of a superseding exhibit.
Section
29. Reproduction
of Documents.
This
Custodial Agreement and all documents relating thereto except with respect
to
the Custodial File, including, without limitation, (a) consents, waivers
and
modifications which may hereafter be executed, and (b) certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, microcard, miniature photographic or
other
similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such
reproduction was made by a party in the regular course of business, and that
any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
Section
30. Force
Majeure.
The
Custodian shall not be responsible for delays or failures in performance
resulting from acts beyond its control. Such acts shall include, without
limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism,
epidemics, nationalization, expropriation, currency restrictions, governmental
regulations adopted after the date of this Agreement, fire, communication
line
failures, computer viruses, power failures, earthquakes or other disasters
of a
similar nature to the foregoing.
Section
31. Limitations
on the Responsibilities of the Custodian.
i.) Except
as
provided herein, the Custodian shall be under no duty or obligation to inspect,
review or examine the Custodial Files to determine that the contents thereof
are
appropriate for the represented purpose or that they have been actually recorded
or that they are other than what they purport to be on their face.
ii.) The
Custodian shall not be responsible for preparing or filing any reports or
returns relating to federal, state or local income taxes with respect to
this
Agreement, other than for the Custodian’s compensation or for reimbursement of
expenses.
iii.) The
Custodian shall not be responsible or liable for, and makes no representation
or
warranty with respect to, the validity, adequacy or perfection of any lien
upon
or security interest in any Custodial File.
iv.) Any
other
provision of this Agreement to the contrary notwithstanding, the Custodian
shall
have no notice, and shall not be bound by any of the terms and conditions
of any
other document or agreement executed or delivered in connection with, or
intended to control any part of, the transactions anticipated by or referred
to
in this Agreement unless the Custodian is a signatory party to that document
or
agreement. Notwithstanding the foregoing sentence, the Custodian shall be
deemed
to have notice of the terms and conditions (including without limitation
definitions not otherwise set forth in full in this Agreement) of other
documents and agreements executed or delivered in connection with, or intended
to control any part of, the transactions anticipated by or referred to in
this
Agreement, to the extent such terms and provisions are referenced, or are
incorporated by reference, into this Agreement only as long as the Custodian
shall have been provided a copy of any such document or agreement.
v.) The
duties and obligations of the Custodian shall only be such as are expressly
set
forth in this Agreement or as set forth in a written amendment to this Agreement
executed by the parties hereto or their successors and assigns. In the event
that any provision of this Agreement implies or requires that action or
forbearance be taken by a party, but is silent as to which party has the
duty to
act or refrain from acting, the parties agree that the Custodian shall not
be
the party required to take the action or refrain from acting. In no event
shall
the Custodian have any responsibility to ascertain or take action except
as
expressly provided herein.
vi.) Nothing
in this Agreement shall be deemed to impose on the Custodian any duty to
qualify
to do business in any jurisdiction, other
than
(i) any
jurisdiction where any Custodial File is or may be held by the Custodian
from
time to time hereunder, and (ii) any jurisdiction where its ownership of
property or conduct of business requires such qualification and where failure
to
qualify could have a material adverse effect on the Custodian or its property
or
business or on the ability of the Custodian to perform its duties
hereunder.
vii.) The
Custodian may consult with counsel selected by the Custodian with regard
to
legal questions arising out of or in connection with this Agreement, and
the
written opinion of such counsel shall be full and complete authorization
and
protection in respect of any action reasonably taken, omitted or suffered
by the
Custodian in good faith and in accordance therewith.
viii.) No
provision of this Agreement shall require the Custodian to expend or risk
its
own funds or otherwise incur any financial liability in the performance of
any
of its duties hereunder or in the exercise of any of its rights and powers,
if,
in its sole judgment, it shall believe that repayment of such funds or adequate
indemnity against such risk or liability is not assured to it.
ix.) The
Custodian shall have no duty to ascertain whether or not each amount or payment
has been received by the Trustee or any third person.
Section
32. Binding
Arbitration.
Upon
demand of any party hereto, whether made before or after institution of any
judicial proceeding, any dispute, claim or controversy arising out of, connected
with or relating to this Agreement (“Disputes”), between or among parties hereto
shall be resolved by binding arbitration as provided herein. Institution
of a
judicial proceeding by a party does not waive the right of that party to
demand
arbitration hereunder. Disputes may include, without limitation tort claims,
counterclaims, claims brought as class actions or claims concerning any aspect
of the past, present or future relationships arising out of or connected
with
this Agreement. Arbitration shall be conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules”) of the
American Arbitration Association and Title 9 of the U.S. Code. All arbitration
hearings shall be conducted in New York, New York. The expedited procedures
set
forth in Rule 51, et
seq.
of the
Arbitration Rules shall be applicable to claims of less than $1,000,000.
All
applicable statutes of limitation shall apply to any Dispute. A judgment
upon
the award may be entered in any court having jurisdiction. The panel from
which
all arbitrators are selected shall be comprised of licensed attorneys. The
single arbitrator selected for expedited procedure shall be a retired judge
from
the highest court of general jurisdiction, state or federal, of the state
where
the hearing will be conducted.
Section
33. Intent
of
the Parties; Reasonableness.
The
parties hereto acknowledge and agree that the purpose of Sections 5(b), 5(c),
5(d), 33, 34 and 35 is to facilitate compliance by the Depositor with the
provisions of Regulation AB and related rules and regulations of the Commission.
The Depositor shall not exercise its right to request delivery of information
or
other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act
and the
rules and regulations of the Commission under the Securities Act and the
Exchange Act. Each of the parties hereto acknowledges that interpretations
of
the requirements of Regulation AB may change overtime, whether due to
interpretive guidance provided by the Commission or its staff, consensus
among
participants in the mortgage-backed securities markets, advice of counsel,
or
otherwise, and agrees to comply with requests made by the Depositor in good
faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. The Custodian shall cooperate
reasonably with the Depositor to deliver to the Depositor (including any
of its
assignees or designees), any and all disclosure, statements, reports,
certifications, records and any other information necessary in the reasonable,
good faith determination of the Depositor to permit the Depositor to comply
with
the provisions of Regulation AB.
Section
34. Additional
Representations and Warranties of the Custodian.
(a) The
Custodian shall be deemed to represent to the Depositor as of the date hereof
and on each date on which information is provided to the Trustee under Section
35 that, except as disclosed in writing to the Depositor prior to such date:
(i)
there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under
this
Custodial Agreement or any other securitization transaction as to which it
is
the custodian; (ii) there are no material legal or governmental proceedings
pending (or known to be contemplated) against it; and (iii) there are no
affiliations, relationships or transactions relating to the Custodian with
respect to the Depositor or any sponsor, issuing entity, servicer, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
securitization transaction contemplated by the Pooling and Servicing Agreement,
as identified by the Depositor to the Custodian in writing as of the Closing
Date (each, a “Transaction Party”).
(b) If
so
requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in paragraph (a)
of
this Section or, if any such representation and warranty is not accurate
as of
the date of such confirmation, provide reasonably adequate disclosure of
the
pertinent facts, in writing, to the requesting party. Any such request from
the
Depositor shall not be given more than once each calendar quarter, unless
the
Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
35. Additional
Information to Be Provided by the Custodian.
For
so
long as the Trust is subject to the reporting obligations under the Exchange
Act, for the purpose of satisfying the Depositor’s reporting obligation under
the Exchange Act with respect to any class of publicly offered Certificates,
the
Custodian shall (a) notify the Depositor in writing of any material litigation
or governmental proceedings pending against the Custodian that would be material
to Certificateholders, and (b) provide to the Depositor and Trustee a written
description of such proceedings. Any notices and descriptions required under
this Section 35 shall be given no later than five Business Days prior to
the
Determination Date following the month in which the Custodian has knowledge
of
the occurrence of the relevant event. As of the date the Trustee files each
Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
will be deemed to represent that any information previously provided under
this
Section 35, if any, is materially correct and does not have any material
omissions unless the Custodian has provided an update to such
information.
IN
WITNESS WHEREOF, the Trustee and the Custodian have caused their names to
be
duly signed hereto by their respective officers thereunto duly authorized,
all
as of the date first above written.
U.S.
BANK
NATIONAL ASSOCIATION,
not
in
its individual capacity but solely as Trustee under the Pooling and Servicing
Agreement for Home Equity Mortgage Pass-Through Certificates, Series
2006-6
By:_______________________________________
Name:
Title:
LASALLE
BANK NATIONAL ASSOCIATION,
as
Custodian
By:_______________________________________
Name:
Title:
Acknowledged
and agreed
SELECT
PORTFOLIO SERVICING, INC.
By:_______________________________________
Name:
Title:
EXHIBIT
1
TRUST
RECEIPT AND INITIAL CERTIFICATION
December
29, 2006
U.S.
Bank
National Association
as
Trustee under the Pooling and Servicing Agreement
Home
Equity Mortgage Pass-Through Certificates Series 2006-6
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇.
▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-6
| Re: |
Custodial
Agreement, dated as of December 1, 2006, between U.S. Bank National
Association
as Trustee, and LaSalle Bank National Association, as
Custodian
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 4 of the above referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies as to each
[Initial Mortgage Loan] [Subsequent Mortgage Loan] in the Mortgage Loan Schedule
that (i) it has received the original Mortgage Note and Assignment of Mortgage
with respect to each Mortgage Loan identified on the Mortgage Loan Schedule
attached hereto as Exhibit
A
and (ii)
such Mortgage Note has been reviewed by it and appears regular on its face
and
relates to such Mortgage Loan. The Custodian makes no representations as
to (i)
the validity, legality, enforceability, sufficiency, due authorization or
genuineness of any of the documents contained in each Custodial File or of
any
of the Mortgage Loans or (ii) the collectability, insurability, effectiveness
or
suitability of any such Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Mortgage Note, Assignment
of Mortgage and Assignment of Note as agent and bailee of, and custodian
for the
exclusive use and benefit, and subject to the sole direction, of the Trustee
pursuant to the terms and conditions of the Custodial Agreement.
This
Trust Receipt and Initial Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Initial Certification
at
its office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Document Custodian.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION,
as
Custodian
By:_______________________________________
Name:
Title:
Date
:
EXHIBIT
2
TRUST
RECEIPT AND FINAL CERTIFICATION
Trust
Receipt #__________
Cut-off
Date Principal Balance $__________
U.S.
Bank
National Association
as
Trustee under the Pooling and Servicing Agreement
Home
Equity Mortgage Pass-Through Certificates Series 2006-6
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇.
▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-6
|
Re:
|
Custodial
Agreement, dated as of December 1, 2006, between U.S. Bank National
Association
as Trustee, and LaSalle Bank National Association, as Custodian
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 6 of the above referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as to
each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Custodial Files and has determined that (i) all documents required
to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement
are in its possession; (ii) such documents have been reviewed by it and appear
regular on their face and related to such Mortgage Loan; (iii) all Assignments
of Mortgage or intervening assignments of mortgage, as applicable, have been
submitted for recording in the jurisdictions in which recording is necessary;
and (iv) each Mortgage Note has been endorsed as provided in Section 2(i)
of the
Custodial Agreement and each Mortgage has been assigned in accordance with
Section 2(iii) of the Custodial Agreement. The Custodian makes no
representations as to (i) the validity, legality, enforceability, sufficiency,
due authorization or genuineness of any of the documents contained in each
Custodial File or of any of the Mortgage Loans or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage
Loan.
The
Custodian hereby confirms that it is holding each such Custodial File as
agent
and bailee of, and custodian for the exclusive use and benefit, and subject
to
the sole direction, of Trustee pursuant to the terms and conditions of the
Custodial Agreement.
This
Trust Receipt and Final Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Final Certification
at
its office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Document Custodian.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION,
as
Custodian
By:_______________________________________
Name:
Title:
EXHIBIT
3
REQUEST
FOR RELEASE OF DOCUMENTS AND RECEIPT
To:
[Address]
|
Re:
|
Custodial
Agreement, dated as of December 1, 2006,
between
|
U.S.
Bank National Association, as Trustee, and LaSalle Bank National Association,
as
Custodian
In
connection with the administration of the Mortgage Loans held by you as the
Custodian on behalf of the Trustee, we request the release, and acknowledge
receipt, of the (Custodial File/[specify documents]) for the Mortgage Loan
described below, for the reason indicated.
Mortgagor’s
Name Address & Zip Code:
Mortgage
Loan Number:
Reason
for Requesting Documents (check
one)
____
1. Mortgage
Loans Paid in Full. (The Trustee or the Servicer of such Mortgage Loan hereby
certifies that all amounts received in connection therewith have been credited
to the account of the Trustee or the Servicer.)
____
2.
Mortgage
Loan Liquidated By ____________________________ (The Trustee or the Servicer
of
such Mortgage Loan hereby certifies that all proceeds of foreclosure, insurance,
condemnation or other liquidation have been finally received and credited
to the
account of the Trustee or the Servicer.)
____
3.
Mortgage
Loan in Foreclosure
____
4.
Other
(explain)
If
box 1
or 2 above is checked, and if all or part of the Custodial File was previously
released to us, please release to us our previous request and receipt on
file
with you, as well as any additional documents in your possession relating
to the
specified Mortgage Loan.
If
box 3
or 4 above is checked, upon our return of all of the above documents to you
as
the Custodian, please acknowledge your receipt by signing in the space indicated
below, and returning this form.
SELECT
PORTFOLIO SERVICING, INC.
as
a
Servicer
By:_______________________________________
Name:
Title:
Date:
Acknowledgment
of Documents returned to the Custodian:
LASALLE
BANK NATIONAL ASSOCIATION,
as
Custodian
By:_______________________________________
Name:
Title:
Date:
EXHIBIT
4
AUTHORIZED
REPRESENTATIVES OF THE SERVICER
SELECT
PORTFOLIO SERVICING, INC.
|
NAME
|
SPECIMEN
SIGNATURE
|
|
EXHIBIT
5
SCHEDULE
OF MORTGAGE LOANS
[ATTACHED
AS SCHEDULE I TO THE POOLING AND SERVICING AGREEMENT]
EXHIBIT
6
LASALLE
BANK N.A.
COLLATERAL
SERVICES GROUP
SCHEDULE
OF FEES
Credit
Suisse First Boston Financial Corporation
DLJ
MORTGAGE CAPITAL INC.
July
17,
2001
|
Release/Reinstatement
Fee
|
$2.50
per file
|
|
This
fee applies to servicing releases and sales.
|
|
|
Release
Rejection
|
$1.00
per rejection
|
|
Internal
Transfer
|
$1.00
per file
|
|
Document
Deposits
|
$1.00
per document/packet
|
|
Document
Rejection
|
$1.50
per document/packet
|
|
This
fee will apply when LaSalle is no longer in possession of the collateral
file because the loan has been forwarded to the investor or
servicer.
|
|
|
Safekeeping
and Storage
|
$0.12
per file, per month
|
|
Photocopies
|
$1.00
per file pull fee
$0.25
per page copied
|
|
Faxes
|
$1.00
per page + file pull fee
|
|
Endorsements
|
$0.50
per endorsement
|
|
Auditors/Due
Diligence
|
$1.00
per file pulled & re-filed
$500
per day conference room
reservation.
|
|
Fee
applies only for bulk sale reviews and customer reviews. Fee does
not
apply to LaSalle’s internal audit and annual IPA
audit.
|
|
|
Miscellaneous
Expenses
|
At
Cost
|
|
Miscellaneous
expenses include but are not limited to legal fees, postage, overnight
▇▇▇▇▇▇ services, supplies etc.
|
|
|
Data
Conversion/Formatting
|
$50.00
per hour rounded up to the
next
full hour.
|
LaSalle
will provide customer with a detailed statement reflecting activity in the
customer’ s account as of the 20th of each month. Payment for services is due
within thirty days of receipt of invoice. Acceptable forms of payment is
a check
made payable to LaSalle Bank National Association or wired funds sent according
to the instructions attached.
This
Fee
Schedule will remain unchanged for one year from the date of execution and
is
subject to annual adjustments thereafter.
Agreed
and Accepted this ______day of ________, 2001.
By: _________________________________________
Title: _________________________________________
By: _________________________________________
Title: _________________________________________
EXHIBIT
7
SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address,
at a
minimum, the criteria identified as below as “Applicable Servicing
Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
General
Servicing Considerations
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
|
|
|
Cash
Collection and Administration
|
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
|
|
|
Investor
Remittances and Reporting
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
|
|
|
Pool
Asset Administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
(as
to the logistics of addition, removal or substitution of mortgage
loan
files)
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
|
|
|
|
|
EXHIBIT
R-2
[RESERVED]
EXHIBIT
R-3
[RESERVED]
EXHIBIT
S
[RESERVED]
EXHIBIT
T
[RESERVED]
EXHIBIT
U
CHARGED
OFF LOAN DATA REPORT
(Available
Upon Request)
EXHIBIT
V
FORM
OF
MONTHLY STATEMENT TO CERTIFICATEHOLDERS
(i) with
respect to each Class of Certificates which are not Notional Amount Certificates
and, unless otherwise stated, the related Distribution Date,
a. the
initial Class Principal Balance of such Class as of the Closing
Date;
b. the
Class
Principal Balance of such Class before giving effect to the distribution
of
principal and interest;
c. the
amount of the related distribution on such Class allocable to
interest;
d. the
amount of the related distribution on such Class allocable to
principal;
e. the
sum
of the principal and interest payable to such Class;
f. the
Realized Loss allocable to such Class;
g. the
Carryforward Interest allocable to such Class;
h. the
Class
Principal Balance of such Class after giving effect to the distribution of
principal and interest;
i. the
Pass-Through Rate for such Class and whether such Pass-Through Rate was limited
by the Net Funds Cap;
j. [reserved];
k. any
shortfall in principal allocable to such Class, if such amount is greater
than
zero; and
l. any
shortfall in interest allocable to such Class, if such amount is greater
than
zero.
(ii) with
respect to each Class of Certificates which are Notional Amount Certificates
and, unless otherwise stated, the related Distribution Date,
a. the
Notional Amount of such Class as of the Cut-off Date;
b. the
Notional Amount of such Class before giving effect to the distribution of
interest;
c. the
amount of the related distribution on such Class allocable to
interest;
d. the
amount of the related distribution on such Class allocable to
principal;
e. the
sum
of the principal and interest payable to such class;
f. the
Realized Loss allocable to such Class;
g. the
Deferred Amount allocable to such Class;
h. the
Notional Amount of such Class after giving effect to the distribution of
interest;
i. the
Pass-Through Rate for such Class; and
j. [reserved].
(iii) with
respect to a $1000 factor of the Initial Class Principal Balance of each
Class
of Certificates which are not Notional Amount Certificates and the related
Distribution Date,
a. the
CUSIP
number assigned to such Class;
b. the
Class
Principal Balance of such Class factor prior to giving effect to the
distribution of principal and interest;
c. the
amount of the related distribution allocable to interest on such Class
factor;
d. the
amount of the related distribution allocable to principal on such Class
factor;
e. the
sum
of the principal and interest payable to such Class factor; and
f. the
Class
Principal Balance of such Class factor after giving effect to the distribution
of principal and interest.
(iv) with
respect to a $1000 factor of the Initial Class Principal Balance of each
Class
of Certificates which are Notional Amount Certificates and the related
Distribution Date,
a. the
CUSIP
number assigned to such Class;
b. the
Notional Amount of such Class factor prior to giving effect to the distribution
of interest;
c. the
amount of the related distribution allocable to interest on such Class
factor;
d. the
amount of the related distribution allocable to principal on such Class
factor;
e. the
sum
of the principal and interest payable to such Class factor; and
f. the
Notional Amount of such Class factor after giving effect to the distribution
of
interest.
(v) with
respect to the related Distribution Date,
a. the
Principal Payment Amount or Principal Remittance Amount;
b. the
amount of Curtailments;
c. the
amount of Curtailment interest adjustments;
d. the
Scheduled Payment of principal;
e. the
amount of Principal Prepayments;
f. the
amount of principal as a result of repurchased Mortgage Loans;
g. the
Substitution Adjustment Amount;
h. the
aggregate amount of scheduled interest prior to reduction for fees;
i. the
amount of Net Recoveries;
j. the
amount of reimbursements of Nonrecoverable Advances previously
made;
k. the
amount of recovery of reimbursements previously deemed
nonrecoverable;
l. the
amount of net Liquidation Proceeds;
m. the
amount of Insurance Proceeds;
n. the
amount of any other distributions allocable to principal;
o. the
number of Mortgage Loans as of the first day of the related Collection
Period;
p. the
aggregate Stated Principal Balance of the Mortgage Loans as of the first
day of
the related Collection Period;
q. the
number of Mortgage Loans as of the last day of the related Collection
Period;
r. the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Collection Period;
s. the
sum
of the Servicing Fee, the Excess Servicing Fee, the Credit Risk Manager Fee
and
the Trustee Fee and the Expense Fee, with an identification of each payee
and
the general purpose of such fees;
t. the
amount of current Advances (including the general purpose of such
Advances);
u. the
amount of outstanding Advances and the general source of funds for
reimbursements;
v. the
number and aggregate principal amounts of Mortgage Loans Delinquent (1) 30
to 59
days, (2) 60 to 89 days and (3) 90 days or more, including Delinquent bankrupt
Mortgage Loans but excluding Mortgage Loans in foreclosure and REO
Property;
w. the
number and aggregate principal amounts of Mortgage Loans that are currently
in
bankruptcy, but not Delinquent;
x. the
number and aggregate principal amounts of Mortgage Loans that are in
foreclosure;
y. the
Delinquency Rate, Rolling Three Month Delinquency Rate, the Senior Enhancement
Percentage and whether a Trigger Event is in effect ;
z. the
number and aggregate principal amount of any REO Properties as of the close
of
business on the Determination Date preceding such Distribution
Date;
aa. current
Realized Losses;
bb. Cumulative
Net Realized Losses and whether a Cumulative Loss Event is
occurring;
cc. the
weighted average term to maturity of the Mortgage Loans as of the close of
business on the last day of the calendar month preceding the related
Distribution Date;
dd. the
number of Mortgage Loans that have Prepayment Penalties and for which
prepayments were made during the related Collection Period, as
applicable;
ee. the
aggregate principal balance of Mortgage Loans that have Prepayment Penalties
and
for which prepayments were made during the related Collection Period, as
applicable;
ff. the
aggregate amount of Prepayment Penalties collected during the related Collection
Period, as applicable;
gg. the
total
cashflows received and the general sources thereof;
hh. the
amount of any funds remaining in the Pre-Funding Account as of such Distribution
Date;
ii. the
weighted average Net Mortgage Rate and each Net Funds Cap;
jj. the
Net
Excess Spread; and
kk. the
applicable Record Dates, Interest Accrual Periods, Determination Date for
calculating distributions and the actual Distribution Date.
(vi) with
respect to the related Distribution Date,
a. the
Targeted Overcollateralization Amount;
b. the
Overcollateralization Amount;
c. the
amount, if any, by which the Targeted Overcollateralization Amount exceeds
the
Overcollateralization Amount;
d. the
Overcollateralization Release Amount;
e. the
Monthly Excess Interest and the Monthly Excess Cashflow;
f. the
amount of any payment to the Class X-1 Certificates;
g. the
amount of any Net Swap Payment payable by the Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust or payable to the
Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
Trust; and
h. the
Realized Loss Percentage.
EXHIBIT
W
FORM
OF
DEPOSITOR CERTIFICATION
|
Re:
|
Credit
Suisse First Boston Mortgage Securities Corp.
Home
Equity Mortgage Trust
2006-6
|
I,
__________________________, certify that:
1. I
have
reviewed this report on Form 10-K and all reports on Form 10-D required to
be
filed in respect of the period covered by this report on Form 10-K of Home
Equity Mortgage Trust 2006-6 (the “Trust”);
2. Based
on
my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on
my knowledge, all of the distribution, servicing and other information required
to be provided under Form 10-D for the period covered by this report is included
in the Exchange Act periodic reports;
4. Based
on
my knowledge and the servicer compliance statements required in this report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange
Act
periodic reports, the Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects ; and
5. All
of
the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required to be included
in
this report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except
as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: the Servicer and the
Trustee.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated December 1, 2006 (the “Pooling and
Servicing Agreement”), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the “Depositor”), DLJ Mortgage Capital, Inc., as seller,
Select Portfolio Servicing, Inc. as servicer (the “Servicer”) and U.S. Bank
National Association, as trustee (the “Trustee”).
|
[Name]
|
|
|
[Title]
|
|
|
[Date]
|
EXHIBIT
X
FORM
OF
TRUSTEE CERTIFICATION
|
Re:
|
Credit
Suisse First Boston Mortgage Securities Corp.
Home
Equity Mortgage Trust
2006-6
|
U.S.
Bank
National Association (the “Trustee”) hereby certifies to Credit Suisse First
Boston Mortgage Securities Corp. (the “Depositor”), and each Person, if any, who
“controls” the Depositor within the meaning of the Securities Act of 1933, as
amended, and its officers, directors and affiliates, and with the knowledge
and
intent that they will rely upon this certification, that:
The
Trustee has reviewed the annual report on Form 10-K for the fiscal year [___],
and all reports on Form 10-K containing Monthly Statements filed in respect
of
periods included in the year covered by that annual report, of the Depositor
relating to the above-referenced trust;
Subject
to paragraph 4 hereof, based on the Trustee's knowledge, and assuming the
accuracy and completeness of the information supplied to the Trustee by each
Servicer, the Distribution Information in the Monthly Statements contained
in
such reports on Form 10-D, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact required by
the
Pooling and Servicing Agreement to be included therein and necessary to make
the
statements made, in light of the circumstances under which such statements
were
made, not misleading as of the last day of the period covered by that annual
report; and
Based
on
the Trustee’s knowledge, the Distribution Information required to be provided by
the Trustee under the Pooling and Servicing Agreement is included in these
reports.
4. In
compiling the Distribution Information and making the foregoing certifications,
the Trustee has relied upon information furnished to it by the Servicer under
the Pooling and Servicing Agreement. The Trustee shall have no responsibility
or
liability for any inaccuracy in such reports on Form 10-D to the extent such
inaccuracy results from information received from the Servicer.
For
purposes of this Certificate, the following terms shall have the meanings
ascribed below:
“Distribution
Information” shall mean that information (x) calculated and reported by the
Trustee and (y) reported by the Trustee, in either case, pursuant to Section
4.06 of the Pooling and Servicing Agreement.
“Monthly
Statements” shall mean the monthly statements prepared by the Trustee pursuant
to Section 4.06 of the Pooling and Servicing Agreement.
Any
additional capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated December 1,
2006
(the “Pooling and Servicing Agreement”), among Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the “Depositor”), DLJ Mortgage Capital,
Inc., as seller, Select Portfolio Servicing, Inc. as servicer (the “Servicer”)
and U.S. Bank National Association, as trustee (the “Trustee”).
|
U.S.
BANK NATIONAL ASSOCIATION
as
Trustee
|
||
|
By:
|
||
|
[Name]
|
||
|
[Title]
|
||
|
[Date]
|
||
EXHIBIT
Y
FORM
SERVICER CERTIFICATION
|
Re:
|
Credit
Suisse First Boston Mortgage Securities Corp.
Home
Equity Mortgage Trust
2006-6
|
I,
___________________________, a duly elected and acting officer of
[__________________] (the “Servicer”), certify pursuant to Section 8.12(c) of
the Pooling and Servicing Agreement to the Depositor, the Trustee and each
Person, if any, who “controls” the Depositor or the Trustee within the meaning
of the Securities Act of 1933, as amended, and their respective officers
and
directors, with respect to the calendar year immediately preceding the date
of
this Certificate (the “Relevant Year”), as follows”:
For
purposes of this Certificate, “ Relevant Information” means the information in
the certificate provided pursuant to Section 3.16 of the Pooling and Servicing
Agreement (the “Annual Statement of Compliance”) and the assessment provided
pursuant to Section 3.17 of the Pooling and Servicing Agreement (the “Assessment
of Compliance”) for the Relevant Year and the information in all servicing
reports required pursuant to the Pooling and Servicing Agreement to be provided
by the Servicer to the Trustee during the Relevant Year (as such information
is
amended or corrected in writing and delivered to the Trustee). Based on my
knowledge, the Relevant Information, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact required
to
be stated therein which is necessary to make the statements made therein,
in
light of the circumstances under which such statements were made, not misleading
as of the last day of the Relevant Year;
The
Relevant Information required to be provided to the Trustee under the Pooling
and Servicing Agreement has been provided to the Trustee;
I
am
responsible for reviewing the activities performed by the Servicer under
the
Pooling and Servicing Agreement during the Relevant Year. Based upon the
review
required under the Pooling and Servicing Agreement and my knowledge and except
as disclosed in the Annual Statement of Compliance or the accountants’
attestation provided pursuant to Section 3.17 of the Pooling and Servicing
Agreement, the Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects throughout the Relevant
Year.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated December 1, 2006 (the “Pooling and
Servicing Agreement”), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the “Depositor”), DLJ Mortgage Capital, Inc., as seller,
Select Portfolio Servicing, Inc. as servicer (the “Servicer”) and U.S. Bank
National Association as trustee (the “Trustee”).
[_____________________________],
as
Servicer
By:
____________________________
[Name]
[Title]
EXHIBIT
Z
INFORMATION
TO BE PROVIDED BY SERVICER TO TRUSTEE
The
following information with respect to each Mortgage Loan will be e-mailed
by the
Servicer to the Trustee in accordance with Section 4.10:
|
FIELD
|
DESCRIPTION
|
|
LOAN
|
loan
number
|
|
STOP_ADV_FLAG
|
stop
advance flag (Y = Yes, blank or N = No)
|
|
RATE
|
interest
rate (entered as a %)
|
|
SF_RATE
|
servicing
fee rate (entered as a %)
|
|
LPMI_RATE
|
lpmi
rate (entered as a %)
|
|
BEG_SCHED
|
beg
scheduled balance
|
|
END_SCHED
|
end
scheduled balance
|
|
END_ACT
|
end
actual balance
|
|
P&I
|
monthly
p&i
|
|
GROSS_INT
|
gross
scheduled interest
|
|
NEG_AM
|
negative
amortization
|
|
SCHED_P
|
scheduled
principal
|
|
CURTAIL
|
curtailments
|
|
PREPAY
|
prepayments
or liquidation principal
|
|
PREPAY_DATE
|
prepayment
or liquidation date
|
|
PREPAY_CODE
|
PIF=60,
repurchase = 65, liquidation = 2
|
|
NEXT_DUE
|
borrower's
next payment due
|
|
STATUS
|
Bankruptcy,
Foreclosure, REO
|
|
BKCY_DATE
|
date
the loan went into Bkcy
|
|
FCLS_DATE
|
date
the loan went into Fcls
|
|
REO_DATE
|
date
the loan went into REO
|
|
DELINQ
|
0,1,30,60,90,120
( 1 = 1-29, 30 = 30-59, etc…)
|
|
PPIS
|
prepayment
interest shortfall (negative is excess)
|
|
RAIS
|
relief
act interest shortfall
|
|
CURRLTV
|
current
loan to value ratio (entered as %)
|
|
BOOK_VALUE
|
latest
BPO or market value or other book value as defined in governing
doc
|
|
PPP_Collected
|
PPPs
collected from borrower
|
|
PPP_Waived
|
PPPs
waived by the servicer
|
|
PPP_Servicer
|
PPPs
waived but paid by the servicer
|
|
NON_REC_ADV
|
nonrecoverable
advances claimed (reimbursed) in the current period
|
|
REIN_STOP_GINT
|
reinstated
stop advance gross interest
|
|
REIN_STOP_NINT
|
reinstated
stop advance net interest
|
|
REMIT
|
total
remit for the loan
|
|
MAT_DATE
|
Maturity
Date
|
|
ADV_P&I_CUR
|
current
period delinquent P&I advances made by servicer
|
|
ADV_P&I_OUT
|
cumulative
outstanding delinquent P&I advances
|
|
ADV_SERV_MADE
|
current
period servicer advances made by servicer (not including delinquent
P&I advances)
|
|
ADV_SERV_REIM
|
current
period servicer advances reimbursed to servicer (not including
delinquent
P&I advances)
|
|
ADV_SERV_DESC
|
description
of current period servicer advances made/reimbursed by servicer
(purpose,
terms)
|
|
MOD_EXT_WAIVE_FLAG
|
Y
if mod
|
|
MOD_EXT_WAIVE
|
description
of modification, extensions or waivers to asset terms, fees or
penalties
|
|
MTHROLL
|
Month
until the next rate adjustment occurs (for ARMs only)
|
|
DNEXTRATE
|
Next
Rate Adjustment Date
|
|
NEXT_RATE
|
next
period's interest rate
|
|
LIQUIDATION_FLAG
|
liquidation
flag (Y = Yes, blank or N = No)
|
|
GROSS_PROCEEDS
|
gross
sales proceeds
|
|
SERV_ADV
|
unpaid
servicing advances
|
|
DEL_ADV
|
unpaid
delinquency advances
|
|
SERV_FEES_UNPAID
|
unpaid
servicing fees
|
|
LEGAL_FEES
|
unpaid
legal fees
|
|
NET_PROCEEDS
|
net
proceeds (gross_proceeds - serv_adv - del_adv - serv_fees_unpaid
-
legal_fees)
|
|
LOSS
|
loss
(beg_sched - net_proceeds)
|
|
LOSS_ADD
|
trailing
loss/ (gain)
|
|
LOSS_ADD_DATE
|
trailing
loss/ (gain) date
|
EXHIBIT
AA
FORM
OF
LIMITED POWER OF ATTORNEY
LIMITED
POWER OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that U.S. Bank National Association, a banking
association organized under the laws of the United States, having a place
of
business at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇, as Trustee (and in
no
personal or other representative capacity) under the Pooling and Servicing
Agreement, dated as of December 1, 2006 (as amended, restated, supplemented
or
otherwise modified from time to time, the “Agreement”; capitalized terms not
defined herein have the definitions assigned to such terms in the Agreement),
relating to the Home Equity Mortgage Pass-Through Certificates, Series 2006-6,
hereby appoints [_______________], in its capacity as the Servicer under
the
Agreement, as the Trustee's true and lawful Special Attorney-in-Fact, in
the
Trustee's name, place and stead and for the Trustee's benefit, but only in
its
capacity as Trustee aforesaid, to perform all acts and execute all documents
as
may be customary, necessary and appropriate to effectuate the following
enumerated transactions in respect of any mortgage, deed of trust, promissory
note or real estate owned from time to time owned (beneficially or in title,
whether the Trustee is named therein as mortgagee or beneficiary or has become
mortgagee or beneficiary by virtue of endorsement, assignment or other
conveyance) or held by or registered to the Trustee (directly or through
custodians or nominees), or in respect of which the Trustee has a security
interest or other lien, all as provided under the applicable Agreement and
only
to the extent the respective Trustee has an interest therein under the
Agreement, and in respect of which the Servicer is acting as servicer pursuant
to the Agreement (the “Mortgage Documents”).
This
appointment shall apply to the following enumerated transactions under the
Agreement only:
The
modification or re-recording of any Mortgage Document for the purpose of
correcting it to conform to the original intent of the parties thereto or
to
correct title errors discovered after title insurance was issued and where
such
modification or re-recording does not adversely affect the lien under the
Mortgage Document as insured.
The
subordination of the lien under a Mortgage Document to an easement in favor
of a
public utility company or a state or federal agency or unit with powers of
eminent domain including, without limitation, the execution of partial
satisfactions/releases, partial reconveyances and the execution of requests
to
trustees to acc omplish same.
The
conveyance of the properties subject to a Mortgage Document to the applicable
mortgage insurer, or the closing of the title to the property to be acquired
as
real estate so owned, or conveyance of title to real estate so
owned.
The
completion of loan assumption and modification agreements in respect of Mortgage
Documents.
The
full
or partial satisfaction/release of a Mortgage Document or full conveyance
upon
payment and discharge of all sums secured thereby, including, without
limitation, cancellation of the related note.
The
assignment of any Mortgage Document, in connection with the repurchase of
the
mortgage loan secured and evidenced thereby.
The
full
assignment of a Mortgage Document upon payment and discharge of all sums
secured
thereby in conjunction with the refinancing thereof, including, without
limitation, the assignment of the related note.
With
respect to a Mortgage Document, the foreclosure, the taking of a deed in
lieu of
foreclosure, or the completion of judicial or non-judicial foreclosure or
termination, cancellation or rescission of any such foreclosure, including,
without limitation, any and all of the following acts:
the
substitution of trustee(s) serving under a deed of trust, in accordance with
state law and the deed of trust;
the
preparation and issuance of statements of breach or
non-performance;
the
preparation and filing of notices of default and/or notices of
sale;
the
cancellation/rescission of notices of default and/or notices of
sale;
the
taking of a deed in lieu of foreclosure; and
the
preparation and execution of such other documents and performance of such
other
actions as may be necessary under the terms of the Mortgage Document or state
law to expeditiously complete said transactions in paragraphs 8(a) through
8(e),
above.
Demand,
▇▇▇ for, recover, collection and receive each and every sum of money, debt,
account and interest (which now is, or hereafter shall become due and payable)
belonging to or claimed by the Trustee under the Mortgage Documents, and
to use
or take any lawful means for recovery thereof by legal process or
otherwise.
Endorse
on behalf of the Trustee all checks, drafts and/or negotiable instruments
made
payable to the Trustee in respect of the Mortgage Documents.
The
Trustee gives the Special Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary
and
proper to carry into effect the power or powers granted by this Limited Power
of
Attorney, subject to the terms and conditions set forth in the Agreement
including the standard of care applicable to Servicer in the Agreement, and
hereby does ratify and confirm what such Special Attorney-in-Fact shall lawfully
do or cause to be done by authority hereof.
IN
WITNESS WHEREOF, the Trustee has caused its corporate name and seal to be
hereto
signed and affixed and these presents to be acknowledged by its duly elected
and
authorized officer this ___ day of ___ , 200_.
|
U.S.
BANK NATIONAL ASSOCIATION, as Trustee
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
WITNESS:
|
WITNESS:
|
|
_______________________________
|
_______________________________
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
|
STATE
OF____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF__________
|
)
|
On
______________, 200_, before me, the undersigned, a Notary Public in and
for
said state, personally appeared __________________, personally known to me
to be
the person whose name is subscribed to the within instrument and to be a
duly
authorized and acting Senior Vice President of U.S. Bank National Association,
and such person acknowledged to me that such person executed the within
instrument in such person's authorized capacity as a Senior Vice President
of
U.S. Bank National Association, and that by such signature on the within
instrument the entity upon behalf of which such person acted executed the
instrument.
WITNESS
my hand and official seal.
|
Notary
Public
|
EXHIBIT
BB
[Reserved]
\
 |
CREDIT SUISSE INTERNATIONAL | |
| One Cabot Square, | Telephone ▇▇▇ ▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ | ▇▇▇.▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ | |
EXHIBIT
CC
Form
of
ISDA MASTER Agreement
(Multicurrency—Cross
Border)
ISDAÒ
International
Swap Dealers Association, Inc.
MASTER
AGREEMENT
dated
as
of December 29, 2006
|
Credit
Suisse International
|
and
|
U.S.
Bank National Association,
not
individually, but solely as trustee on behalf of the Supplemental
Interest
Trust created under the Pooling and Servicing Agreement for
HOME
EQUITY MORTGAGE TRUST SERIES 2006-6, Home Equity Mortgage Pass-Through
Certificates, Series 2006-6
|
|
_______________________________________
("Party
A")
|
_________________________________________
("Party
B")
|
have
entered and/or anticipate entering into one or more transactions (each
a
“Transaction”) that are or will
be
governed by this Master Agreement, which includes the schedule (the “Schedule”),
and the documents
and
other
confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions.
Accordingly,
the parties agree as follows:—
1. Interpretation
(a) Definitions.
The
terms defined in Section 14 and in the Schedule will have the meanings
therein
specified for the purpose of this Master Agreement.
(b) Inconsistency.
In the
event of any inconsistency between the provisions of the Schedule and the
other
provisions of this Master Agreement, the Schedule will prevail. In the
event of
any inconsistency between the provisions of any Confirmation and this Master
Agreement (including the Schedule), such Confirmation will prevail for
the
purpose of the relevant Transaction.
(c) Single
Agreement.
All
Transactions are entered into in reliance on the fact that this Master
Agreement
and all Confirmations form a single agreement between the parties (collectively
referred to as this
“Agreement”), and the parties would not otherwise enter into any
Transactions.
2. Obligations
(a) General
Conditions.
(i) Each
party will make each payment or delivery specified in each Confirmation
to be
made by it, subject to the other provisions
of this
Agreement.
(ii) Payments
under this Agreement will be made on the due date for value on that date
in the
place of
the
account specified in the relevant Confirmation or otherwise pursuant to
this
Agreement, in freely transferable funds and in the manner customary for
payments
in the required currency. Where
settlement is by delivery (that is, other than by payment), such delivery
will
be made for
receipt
on the due date in the manner customary for the relevant obligation unless
otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.
(iii) Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that
no
Event of Default or Potential Event of Default with respect to the other
party
has occurred and
is
continuing, (2) the condition precedent that no Early Termination Date
in
respect of the relevant Transaction has occurred or been effectively designated
and (3) each other applicable condition precedent specified in this
Agreement.
(b) Change
of Account.
Either
party may change its account for receiving a payment or delivery by giving
notice to the other party at least five Local Business Days prior to the
scheduled date for the payment or delivery to which such change applies
unless
such other party gives timely notice of a reasonable objection to such
change.
(c) Netting.
If on
any date amounts would otherwise be payable:—
(i) in
the
same currency; and
(ii) in
respect of the same Transaction,
by
each
party to the other, then, on such date, each party’s obligation to make payment
of any such amount will be automatically satisfied and discharged and,
if the
aggregate amount that would otherwise have been payable by one party exceeds
the
aggregate amount that would otherwise have been payable by the other party,
replaced by an obligation upon the party by whom the larger aggregate amount
would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.
The
parties may elect in respect of two or more Transactions that a net amount
will
be determined in respect of all amounts payable on the same date in the
same
currency in respect of such Transactions, regardless of whether such amounts
are
payable in respect of the same Transaction. The election may be made in
the
Schedule or a Confirmation by specifying that subparagraph (ii) above will
not
apply to the Transactions identified as being subject to the election,
together
with the starting date (in which case subparagraph (ii) above will not,
or will
cease to, apply to such Transactions from such date). This election may
be made
separately for different groups of Transactions and will apply separately
to
each pairing of Offices through which the parties make and receive payments
or
deliveries.
(d) Deduction
or Withholding for Tax.
(i) Gross-Up.
All
payments under this Agreement will be made without any deduction or withholding
for or on account of any Tax unless such deduction or withholding is required
by
any applicable law, as modified by the practice of any relevant governmental
revenue authority, then in effect. If a party is so required to deduct
or
withhold, then that party (“X”) will:—
(1) promptly
notify the other party (“Y”) of such requirement;
(2) pay
to
the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the
earlier of determining that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;
(3) promptly
forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities;
and
(4) if
such
Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which
Y is
otherwise
entitled under this Agreement, such additional amount as is necessary to
ensure that
the
net
amount actually received by Y (free and clear of Indemnifiable Taxes, whether
assessed against X or Y) will equal the full amount Y would have received
had no
such deduction or withholding been required. However, X will not be required
to
pay any additional amount to Y to
the
extent that it would not be required to be paid but for:—
(A) the
failure by Y to comply with or perform any agreement contained in
Section
4(a)(i), 4(a)(iii) or 4(d); or
(B) the
failure of a representation made by Y pursuant to Section 3(f) to be accurate
and true unless such failure would not have occurred but for (I) any action
taken by a taxing authority, or brought in a court of competent jurisdiction,
on
or after the date on which a Transaction is entered into (regardless of
whether
such action is taken or brought with respect to a party to this Agreement)
or
(II) a Change in Tax Law.
(ii) Liability.
If:—
(1) X
is
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in
respect
of which X would not be required to pay an additional amount to Y under
Section
2(d)(i)(4);
(2) X
does
not so deduct or withhold; and
(3) a
liability resulting from such Tax is assessed directly against X,
then,
except to the extent Y has satisfied or then satisfies the liability resulting
from such Tax, Y will promptly pay to X the amount of such liability (including
any related liability for interest, but including any related liability
for
penalties only if Y has failed to comply with or perform any agreement
contained
in Section 4(a)(i), 4(a)(iii) or 4(d)).
(e) Default
Interest; Other Amounts.
Prior
to the occurrence or effective designation of an Early Termination Date
in
respect of the relevant Transaction, a party that defaults in the performance
of
any payment obligation will, to the extent permitted by law and subject
to
Section 6(c), be required to pay interest (before as well as after judgment)
on
the overdue amount to the other party on demand in the same currency as
such
overdue amount, for the period from (and including) the original due date
for
payment to (but excluding) the date of actual payment, at the Default Rate.
Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of
an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this
Agreement.
3. Representations
Each
party represents to the other party (which representations will be deemed
to be
repeated by each party on each date on which a Transaction is entered into
and,
in the case of the representations in Section 3(f), at all times until
the
termination of this Agreement) that:—
(a) Basic
Representations.
(i) Status.
It is
duly organised and validly existing under the laws of the jurisdiction
of its
organisation or incorporation and, if relevant under such laws, in good
standing;
(ii) Powers.
It has
the power to execute this Agreement and any other documentation relating
to this
Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement and any
obligations it has under any Credit Support Document to which it is a party
and
has taken all necessary action to authorise such execution, delivery and
performance;
(iii) No
Violation or Conflict.
Such
execution, delivery and performance do not violate or conflict with any
law
applicable to it, any provision of its constitutional documents, any order
or
judgment of any court or other agency of government applicable to it or
any of
its assets or any contractual restriction binding on or affecting it or
any of
its assets;
(iv) Consents.
All
governmental and other consents that are required to have been obtained
by it
with respect to this Agreement or any Credit Support Document to which
it is a
party have been obtained and are in full force and effect and all conditions
of
any such consents have been complied with; and
(v) Obligations
Binding.
Its
obligations under this Agreement and any Credit Support Document to which
it is
a party constitute its legal, valid and binding obligations, enforceable
in
accordance with their respective terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles
of
general application (regardless of whether enforcement is sought in a proceeding
in equity or at law)).
(b) Absence
of Certain Events.
No
Event of Default or Potential Event of Default or, to its knowledge, Termination
Event with respect to it has occurred and is continuing and no such event
or
circumstance would occur as a result of its entering into or performing
its
obligations under this Agreement or any Credit Support Document to which
it is a
party.
(c) Absence
of Litigation.
There
is not pending or, to its knowledge, threatened against it or any of its
Affiliates any action, suit or proceeding at law or in equity or before
any
court, tribunal, governmental body, agency or official or any arbitrator
that is
likely to affect the legality, validity or enforceability against it of
this
Agreement or any Credit Support Document to which it is a party or its
ability
to perform its obligations under this Agreement or such Credit Support
Document.
(d) Accuracy
of Specified Information.
All
applicable information that is furnished in writing by or on behalf of
it to the
other party and is identified for the purpose of this Section 3(d) in the
Schedule is, as of the date of the information, true, accurate and complete
in
every material respect.
(e) Payer
Tax Representation.
Each
representation specified in the Schedule as being made by it for the purpose
of
this Section 3(e) is accurate and true.
(f) Payee
Tax Representations.
Each
representation specified in the Schedule as being made by it for the purpose
of
this Section 3(f) is accurate and true.
4. Agreements
Each
party agrees with the other that, so long as either party has or may have
any
obligation under this Agreement or under any Credit Support Document to
which it
is a party:—
(a) Furnish
Specified Information.
It will
deliver to the other party or, in certain cases under subparagraph (iii)
below,
to such government or taxing authority as the other party reasonably
directs:
(i) any
forms, documents or certificates relating to taxation specified in the
Schedule
or any Confirmation;
(ii) any
other
documents specified in the Schedule or any Confirmation; and
(iii) upon
reasonable demand by such other party, any form or document that may be
required
or reasonably requested in writing in order to allow such other party or
its
Credit Support Provider to make a payment under this Agreement or any applicable
Credit Support Document without any deduction or withholding for or on
account
of any Tax or with such deduction or withholding at a reduced rate (so
long as
the completion, execution or submission of such form or document would
not
materially prejudice the legal or commercial position of the party in receipt
of
such demand), with any such form or document to be accurate and completed
in a
manner reasonably satisfactory to such other party and to be executed and
to be
delivered with any reasonably required certification,
in
each
case by the date specified in the Schedule or such Confirmation or, if
none is
specified, as soon as reasonably practicable.
(b) Maintain
Authorisations.
It will
use all reasonable efforts to maintain in full force and effect all consents
of
any governmental or other authority that are required to be obtained by
it with
respect to this Agreement or any Credit Support Document to which it is
a party
and will use all reasonable efforts to obtain any that may become necessary
in
the future.
(c) Comply
with Laws.
It will
comply in all material respects with all applicable laws and orders to
which it
may be subject if failure so to comply would materially impair its ability
to
perform its obligations under this Agreement or any Credit Support Document
to
which it is a party.
(d) Tax
Agreement.
It will
give notice of any failure of a representation made by it under Section
3(f) to
be accurate and true promptly upon learning of such failure.
(e) Payment
of Stamp Tax.
Subject
to Section 11, it will pay any Stamp Tax levied or imposed upon it or in
respect
of its execution or performance of this Agreement by a jurisdiction in
which it
is incorporated, organised, managed and controlled, or considered to have
its
seat, or in which a branch or office through which it is acting for the
purpose
of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the
other party against any Stamp Tax levied or imposed upon the other party
or in
respect of the other party’s execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction
with
respect to the other party.
5. Events
of Default and Termination Events
(a) Events
of Default.
The
occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of
any of
the following events constitutes an event of default (an “Event of Default”)
with respect to such party:—
(i) Failure
to Pay or Deliver.
Failure
by the party to make, when due, any payment under this Agreement or delivery
under Section 2(a)(i) or 2(e) required to be made by it if such failure
is not
remedied on or before the third Local Business Day after notice of such
failure
is given to the party;
(ii) Breach
of Agreement.
Failure
by the party to comply with or perform any agreement or obligation (other
than
an obligation to make any payment under this Agreement or delivery under
Section
2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement
or
obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with
or
performed by the party in accordance with this Agreement if such failure
is not
remedied on or before the thirtieth day after notice of such failure is
given to
the party;
(iii) Credit
Support Default.
(1) Failure
by the party or any Credit Support Provider of such party to comply with
or
perform any agreement or obligation to be complied with or performed by
it in
accordance with any Credit Support Document if such failure is continuing
after
any applicable grace period has elapsed;
(2) the
expiration or termination of such Credit Support Document or the failing
or
ceasing of such Credit Support Document to be in full force and effect
for the
purpose of this Agreement (in either case other than in accordance with
its
terms) prior to the satisfaction of all obligations of such party under
each
Transaction to which such Credit Support Document relates without the written
consent of the other party; or
(3) the
party
or such Credit Support Provider disaffirms, disclaims, repudiates or rejects,
in
whole or in part, or challenges the validity of, such Credit Support
Document;
(iv) Misrepresentation.
A
representation (other than a representation under Section 3(e) or (f))
made or
repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support
Document
proves to have been incorrect or misleading in any material respect when
made or
repeated or deemed to have been made or repeated;
(v) Default
under Specified Transaction.
The
party, any Credit Support Provider of such party or any applicable Specified
Entity of such party (1) defaults under a Specified Transaction and, after
giving effect to any applicable notice requirement or grace period, there
occurs
a liquidation of, an acceleration of obligations under, or an early termination
of, that Specified Transaction, (2) defaults, after giving effect to any
applicable notice requirement or grace period, in making any payment or
delivery
due on the last payment, delivery or exchange date of, or any payment on
early
termination of, a Specified Transaction (or such default continues for
at least
three Local Business Days if there is no applicable notice requirement
or grace
period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or
in
part, a Specified Transaction (or such action is taken by any person or
entity
appointed or empowered to operate it or act on its behalf);
(vi) Cross
Default.
If
“Cross Default” is specified in the Schedule as applying to the party, the
occurrence or existence of (1) a default, event of default or other similar
condition or event (however described)
in respect of such party, any Credit Support Provider of such party or
any
applicable Specified Entity of such party under one or more agreements
or
instruments relating to Specified Indebtedness of any of them (individually
or
collectively) in an aggregate amount of not less than the applicable Threshold
Amount (as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared,
due
and payable under such agreements or instruments, before it would otherwise
have
been due and payable or (2) a default by such party, such Credit Support
Provider or such Specified Entity (individually or collectively) in making
one
or more payments on the due date thereof in an aggregate amount of not
less than
the applicable Threshold Amount under such agreements or instruments (after
giving effect to any applicable notice requirement or grace
period);
(vii) Bankruptcy.
The
party, any Credit Support Provider of such party or any applicable Specified
Entity of such party:—
(1) is
dissolved (other than pursuant to a consolidation, amalgamation or merger);
(2)
becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes
a general
assignment, arrangement or composition with or for the benefit of its creditors;
(4) institutes or has instituted against it a proceeding seeking a judgment
of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors’ rights, or a petition is presented
for its winding-up or liquidation, and, in the case of any such proceeding
or
petition instituted or presented against it, such proceeding or petition
(A)
results in a judgment of insolvency or bankruptcy or the entry of an order
for
relief or the making of an order for its winding-up or liquidation or (B)
is not
dismissed, discharged, stayed or restrained in each case within 30 days
of the
institution or presentation thereof; (5) has a resolution passed for its
winding-up, official management or liquidation (other than pursuant to
a
consolidation, amalgamation or merger); (6) seeks or becomes subject to
the
appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or substantially
all its assets or has a distress, execution, attachment, sequestration
or other
legal process levied, enforced or sued on or against all or substantially
all
its assets and such secured party maintains possession, or any such process
is
not dismissed, discharged, stayed or restrained, in each case within 30
days
thereafter; (8) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an analogous effect
to any of
the events specified in clauses (1) to (7) (inclusive); or (9) takes any
action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts; or
(viii) Merger
Without Assumption.
The
party or any Credit Support Provider of such party consolidates or amalgamates
with, or merges with or into, or transfers all or substantially all its
assets
to, another entity and, at the time of such consolidation, amalgamation,
merger
or transfer:—
(1) the
resulting, surviving or transferee entity fails to assume all the obligations
of
such party or such Credit Support Provider under this Agreement or any
Credit
Support Document to which it or its predecessor was a party by operation
of law
or pursuant to an agreement reasonably satisfactory to the other party
to this
Agreement; or
(2) the
benefits of any Credit Support Document fail to extend (without the consent
of
the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.
(b) Termination
Events.
The
occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of
any
event specified below constitutes an Illegality if the event is specified
in (i)
below, a Tax Event if the event is specified in (ii) below or a Tax Event
Upon
Merger if the event is specified in (iii) below, and, if specified to be
applicable, a Credit Event Upon
Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:—
(i) Illegality.
Due to
the adoption of, or any change in, any applicable law after the date on
which a
Transaction is entered into, or due to the promulgation of, or any change
in,
the interpretation by any court, tribunal or regulatory authority with
competent
jurisdiction of any applicable law after such date, it becomes unlawful
(other
than as a result of a breach by the party of Section 4(b)) for such party
(which
will be the Affected Party):—
(1) to
perform any absolute or contingent obligation to make a payment or delivery
or
to receive a payment or delivery in respect of such Transaction or to comply
with any other material provision of this Agreement relating to such
Transaction; or
(2) to
perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support
Provider)
has under any Credit Support Document relating to such Transaction;
(ii) Tax
Event.
Due to
(x) any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to
a party
to this Agreement) or (y) a Change in Tax Law, the party (which will be
the
Affected Party) will, or there is a substantial likelihood that it will,
on the
next succeeding Scheduled Payment Date (1) be required to pay to the other
party
an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
(except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
(2)
receive a payment from which an amount is required to be deducted or withheld
for or on account of a Tax (except in respect of interest under Section
2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
of
such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
or (B));
(iii) Tax
Event Upon Merger.
The
party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will
either (1) be required to pay an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest
under
Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an
amount
has been deducted or withheld for or on account of any Indemnifiable Tax
in
respect of which the other party is not required to pay an additional amount
(other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case
as a
result of a party consolidating or amalgamating with, or merging with or
into,
or transferring all or substantially all its assets to, another entity
(which
will be the Affected Party) where such action does not constitute an event
described in Section 5(a)(viii);
(iv) Credit
Event Upon Merger.
If
“Credit Event Upon Merger” is specified in the Schedule as applying to the
party, such party (“X”), any Credit Support Provider of X or any applicable
Specified Entity of X consolidates or amalgamates with, or merges with
or into,
or transfers all or substantially all its assets to, another entity and
such
action does not constitute an event described in Section 5(a)(viii) but
the
creditworthiness of the resulting, surviving or transferee entity is materially
weaker than that of X, such Credit Support Provider or such Specified Entity,
as
the case may be, immediately prior to such action (and, in such event,
X or its
successor or transferee, as appropriate, will be the Affected Party);
or
(v) Additional
Termination Event.
If any
“Additional Termination Event” is specified in the Schedule or any Confirmation
as applying, the occurrence of such event (and, in such event, the Affected
Party or Affected Parties shall be as specified for such Additional Termination
Event in the Schedule or such Confirmation).
(c) Event
of Default and Illegality.
If an
event or circumstance which would otherwise constitute or give rise to
an Event
of Default also constitutes an Illegality, it will be treated as an Illegality
and will not constitute an Event of Default.
6. Early
Termination
(a) Right
to Terminate Following Event of Default.
If at
any time an Event of Default with respect to a party (the “Defaulting Party”)
has occurred and is then continuing, the other party (the “Non-defaulting
Party”) may, by not more than 20 days notice to the Defaulting Party specifying
the relevant Event of Default, designate a day not earlier than the day
such
notice is effective as an Early Termination Date in respect of all outstanding
Transactions. If, however, “Automatic Early Termination” is specified in the
Schedule as applying to a party, then an Early Termination Date in respect
of
all outstanding Transactions will occur immediately upon the occurrence
with
respect to such party of an Event of Default specified in Section 5(a)(vii)(1),
(3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
immediately preceding the institution of the relevant proceeding or the
presentation of the relevant petition upon the occurrence with respect
to such
party of an Event of Default specified in Section 5(a)(vii)(4) or, to the
extent
analogous thereto, (8).
(b) Right
to Terminate Following Termination Event.
(i) Notice.
If a
Termination Event occurs, an Affected Party will, promptly upon becoming
aware
of it, notify the other party, specifying the nature of that Termination
Event
and each Affected Transaction and will also give such other information
about
that Termination Event as the other party may reasonably require.
(ii) Transfer
to Avoid Termination Event.
If
either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and
there is
only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
Party is the Affected Party, the Affected Party will, as a condition to
its
right to designate an Early Termination Date under Section 6(b)(iv), use
all
reasonable efforts (which will not require such party to incur a loss,
excluding
immaterial, incidental expenses) to transfer within 20 days after it gives
notice under Section 6(b)(i) all its rights and obligations under this
Agreement
in respect of the Affected Transactions to another of its Offices or Affiliates
so that such Termination Event ceases to exist.
If
the
Affected Party is not able to make such a transfer it will give notice
to the
other party to that effect within such 20 day period, whereupon the other
party
may effect such a transfer within 30 days after the notice is given under
Section 6(b)(i).
Any
such
transfer by a party under this Section 6(b)(ii) will be subject to and
conditional upon the prior written consent of the other party, which consent
will not be withheld if such other party’s policies in effect at such time would
permit it to enter into transactions with the transferee on the terms
proposed.
(iii) Two
Affected Parties.
If an
Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are
two
Affected Parties, each party will use all reasonable efforts to reach agreement
within 30 days after notice thereof is given under Section 6(b)(i) on action
to
avoid that Termination Event.
(iv) Right
to Terminate.
If:—
(1) a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
the case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i);
or
(2) an
Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
Party is not the Affected Party,
either
party in the case of an Illegality, the Burdened Party in the case of a
Tax
Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party,
or the
party which is not the Affected Party in the case of a Credit Event Upon
Merger
or an Additional Termination Event if there is only one Affected Party
may, by
not more
than
20 days notice to the other party and provided that the relevant Termination
Event is then continuing,
designate a day not earlier than the day such notice is effective as an
Early
Termination Date in respect of all Affected Transactions.
(c) Effect
of Designation.
(i) If
notice
designating an Early Termination Date is given under Section 6(a) or (b),
the Early Termination Date will occur on the date so designated, whether
or not
the relevant Event of Default or Termination Event is then
continuing.
(ii) Upon
the
occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
Terminated Transactions will be required to be made, but without prejudice
to
the other provisions of this Agreement. The amount, if any, payable in
respect
of an Early Termination Date shall be determined pursuant to Section
6(e).
(d) Calculations.
(i) Statement.
On or
as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if
any,
contemplated by Section 6(e) and will provide to the other party a statement
(1)
showing, in reasonable detail, such calculations (including all relevant
quotations and specifying any amount payable under Section 6(e)) and (2)
giving
details of the relevant account to which any amount payable to it is to
be paid.
In the absence of written confirmation from the source of a quotation obtained
in determining a Market Quotation, the records of the party obtaining such
quotation will be conclusive evidence of the existence and accuracy of
such
quotation.
(ii) Payment
Date.
An
amount calculated as being due in respect of any Early Termination Date
under
Section 6(e) will be payable on the day that notice of the amount payable
is
effective (in the case of an Early Termination Date which is designated
or
occurs as a result of an Event of Default) and on the day which is two
Local
Business Days after the day on which notice of the amount payable is effective
(in the case of an Early Termination Date which is designated as a result
of a
Termination Event). Such amount will be paid together with (to the extent
permitted under applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the relevant
Early
Termination Date to (but excluding) the date such amount is paid, at the
Applicable Rate. Such interest will be calculated on the basis of daily
compounding and the actual number of days elapsed.
(e) Payments
on Early Termination.
If an
Early Termination Date occurs, the following provisions shall apply based
on the
parties’ election in the Schedule of a payment measure, either “Market
Quotation” or “Loss”, and a payment method, either the “First Method” or the
“Second Method”. If the parties fail to designate a payment measure or payment
method in the Schedule, it will be deemed that “Market Quotation” or the “Second
Method”, as the case may be, shall apply. The amount, if any, payable in respect
of an Early Termination Date and determined pursuant to this Section will
be
subject to any Set-off.
(i) Events
of Default.
If the
Early Termination Date results from an Event of Default:—
(1) First
Method and Market Quotation.
If the
First Method and Market Quotation apply, the Defaulting Party will pay
to the
Non-defaulting Party the excess, if a positive number, of (A) the sum of
the
Settlement Amount (determined by the Non-defaulting Party) in respect of
the
Terminated Transactions and the Termination Currency Equivalent of the
Unpaid
Amounts owing to the Non-defaulting Party over (B) the Termination Currency
Equivalent of the Unpaid Amounts owing to the Defaulting Party.
(2) First
Method and Loss.
If the
First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
Party, if a positive number, the Non-defaulting Party’s Loss in respect of this
Agreement.
(3) Second
Method and Market Quotation.
If the
Second Method and Market Quotation apply, an amount will be payable equal
to (A)
the sum of the Settlement Amount (determined by
the
Non-defaulting
Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less
(B) the
Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party. If that amount is a positive number, the Defaulting Party will pay
it to
the Non-defaulting Party; if it is a negative number, the Non-defaulting
Party
will pay the absolute value of that amount to the Defaulting Party.
(4) Second
Method and Loss.
If the
Second Method and Loss apply, an amount will be payable equal to the
Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a
positive number, the Defaulting Party will pay it to the Non-defaulting
Party;
if it is a negative number, the Non-defaulting Party will pay the absolute
value
of that amount to the Defaulting Party.
(ii) Termination
Events.
If the
Early Termination Date results from a Termination Event:—
(1) One
Affected Party.
If
there is one Affected Party, the amount payable will be determined in accordance
with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4),
if
Loss applies, except that, in either case, references to the Defaulting
Party
and to the Non-defaulting Party will be deemed to be references to the
Affected
Party and the party which is not the Affected Party, respectively, and,
if Loss
applies and fewer than all the Transactions are being terminated, Loss
shall be
calculated in respect of all Terminated Transactions.
(2) Two
Affected Parties.
If
there are two Affected Parties:—
(A) if
Market
Quotation applies, each party will determine a Settlement Amount in respect
of
the Terminated Transactions, and an amount will be payable equal to (I)
the sum
of (a) one-half of the difference between the Settlement Amount of the
party
with the higher Settlement Amount (“X”) and the Settlement Amount of the party
with the lower Settlement Amount (“Y”) and (b) the Termination Currency
Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency
Equivalent of the Unpaid Amounts owing to Y; and
(B) if
Loss
applies, each party will determine its Loss in respect of this Agreement
(or, if
fewer than all the Transactions are being terminated, in respect of all
Terminated Transactions) and an amount will be payable equal to one-half
of the
difference between the Loss of the party with the higher Loss (“X”) and the Loss
of the party with the lower Loss (“Y”).
If
the
amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.
(iii) Adjustment
for Bankruptcy.
In
circumstances where an Early Termination Date occurs because “Automatic Early
Termination” applies in respect of a party, the amount determined under this
Section 6(e) will be subject to such adjustments as are appropriate and
permitted by law to reflect any payments or deliveries made by one party
to the
other under this Agreement (and retained by such other party) during the
period
from the relevant Early Termination Date to the date for payment determined
under Section 6(d)(ii).
(iv) Pre-Estimate.
The
parties agree that if Market Quotation applies an amount recoverable under
this
Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such
amount
is payable for the loss of bargain and the loss of protection against future
risks and except as otherwise provided in this Agreement neither party
will be
entitled to recover any additional damages as a consequence of such
losses.
7. Transfer
Subject
to Section 6(b)(ii), neither this Agreement nor any interest or obligation
in or
under this Agreement may be transferred (whether by way of security or
otherwise) by either party without the prior written consent of the other
party,
except that:—
(a) a
party
may make such a transfer of this Agreement pursuant to a consolidation
or
amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right
or
remedy under this Agreement); and
(b) a
party
may make such a transfer of all or any part of its interest in any amount
payable to it from a Defaulting Party under Section 6(e).
Any
purported transfer that is not in compliance with this Section will be
void.
8. Contractual
Currency
(a) Payment
in the Contractual Currency.
Each
payment under this Agreement will be made in the relevant currency specified
in
this Agreement for that payment (the “Contractual Currency”). To the extent
permitted by applicable law, any obligation to make payments under this
Agreement in the Contractual Currency will not be discharged or satisfied
by any
tender in any currency other than the Contractual Currency, except to the
extent
such tender results in the actual receipt by the party to which payment
is owed,
acting in a reasonable manner and in good faith in converting the currency
so
tendered into the Contractual Currency, of the full amount in the Contractual
Currency of all amounts payable in respect of this Agreement. If for any
reason
the amount in the Contractual Currency so received falls short of the amount
in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable
law,
immediately pay such additional amount in the Contractual Currency as may
be
necessary to compensate for the shortfall. If for any reason the amount
in the
Contractual Currency so received exceeds the amount in the Contractual
Currency
payable in respect of this Agreement, the party receiving the payment will
refund promptly the amount of such excess.
(b) Judgments.
To the
extent permitted by applicable law, if any judgment or order expressed
in a
currency other than the Contractual Currency is rendered (i) for the payment
of
any amount owing in respect of this Agreement, (ii) for the payment of
any
amount relating to any early termination in respect of this Agreement or
(iii)
in respect of a judgment or order of another court for the payment of any
amount
described in (i) or (ii) above, the party seeking recovery, after recovery
in
full of the aggregate amount to which such party is entitled pursuant to
the
judgment or order, will be entitled to receive immediately from the other
party
the amount of any shortfall of the Contractual Currency received by such
party
as a consequence of sums paid in such other currency and will refund promptly
to
the other party any excess of the Contractual Currency received by such
party as
a consequence of sums paid in such other currency if such shortfall or
such
excess arises or results from any variation between the rate of exchange
at
which the Contractual Currency is converted into the currency of the judgment
or
order for the purposes of such judgment or order and the rate of exchange
at
which such party is able, acting in a reasonable manner and in good faith
in
converting the currency received into the Contractual Currency, to purchase
the
Contractual Currency with the amount of the currency of the judgment or
order
actually received by such party. The term “rate of exchange” includes, without
limitation, any premiums and costs of exchange payable in connection with
the
purchase of or conversion into the Contractual Currency.
(c) Separate
Indemnities.
To the
extent permitted by applicable law, these indemnities constitute separate
and
independent obligations from the other obligations in this Agreement, will
be
enforceable as separate and independent causes of action, will apply
notwithstanding any indulgence granted by the party to which any payment
is owed
and will not be affected by judgment being obtained or claim or proof being
made
for any other sums payable in respect of this Agreement.
(d) Evidence
of Loss.
For the
purpose of this Section 8, it will be sufficient for a party to demonstrate
that
it would have suffered a loss had an actual exchange or purchase been
made.
9. Miscellaneous
(a) Entire
Agreement.
This
Agreement constitutes the entire agreement and understanding of the parties
with
respect to its subject matter and supersedes all oral communication and
prior
writings with respect thereto.
(b) Amendments.
No
amendment, modification or waiver in respect of this Agreement will be
effective
unless in writing (including a writing evidenced by a facsimile transmission)
and executed by each of the parties or confirmed by an exchange of telexes
or
electronic messages on an electronic messaging system.
(c) Survival
of Obligations.
Without
prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
under this Agreement will survive the termination of any
Transaction.
(d) Remedies
Cumulative.
Except
as provided in this Agreement, the rights, powers, remedies and privileges
provided in this Agreement are cumulative and not exclusive of any rights,
powers, remedies and privileges provided by law.
(e) Counterparts
and Confirmations.
(i) This
Agreement (and each amendment, modification and waiver in respect of it)
may be
executed and delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original.
(ii) The
parties intend that they are legally bound by the terms of each Transaction
from
the moment they agree to those terms (whether orally or otherwise). A
Confirmation shall he entered into as soon as practicable and may he executed
and delivered in counterparts (including by facsimile transmission) or
be
created by an exchange of telexes or by an exchange of electronic messages
on an
electronic messaging system, which in each case will be sufficient for
all
purposes to evidence a binding supplement to this Agreement. The parties
will
specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.
(f) No
Waiver of Rights.
A
failure or delay in exercising any right, power or privilege in respect
of this
Agreement will not be presumed to operate as a waiver, and a single or
partial
exercise of any right, power or privilege will not be presumed to preclude
any
subsequent or further exercise, of that right, power or privilege or the
exercise of any other right, power or privilege.
(g) Headings.
The
headings used in this Agreement are for convenience of reference only and
are
not to affect the construction of or to be taken into consideration in
interpreting this Agreement.
10. Offices;
Multibranch Parties
(a) If
Section 10(a) is specified in the Schedule as applying, each party that
enters
into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking
office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through
its
head or home office. This representation will be deemed to be repeated
by such
party on each date on which a Transaction is entered into.
(b) Neither
party may change the Office through which it makes and receives payments
or
deliveries for the purpose of a Transaction without the prior written consent
of
the other party.
(c) If
a
party is specified as a Multibranch Party in the Schedule, such Multibranch
Party may make and receive payments or deliveries under any Transaction
through
any Office listed in the Schedule, and the Office through which it makes
and
receives payments or deliveries with respect to a Transaction will be specified
in the relevant Confirmation.
11. Expenses
A
Defaulting Party will, on demand, indemnify and hold harmless the other
party
for and against all reasonable out-of-pocket expenses, including legal
fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document
to
which the Defaulting Party is a party or by reason of the early termination
of
any Transaction, including, but not limited to, costs of
collection.
12. Notices
(a) Effectiveness.
Any
notice or other communication in respect of this Agreement may be given
in any
manner set forth below (except that a notice or other communication under
Section 5 or 6 may not be given by facsimile transmission or electronic
messaging system) to the address or number or in accordance with the electronic
messaging system details provided (see the Schedule) and will be deemed
effective as indicated:—
(i) if
in
writing and delivered in person or by courier, on the date it is
delivered;
(ii) if
sent
by telex, on the date the recipient’s answerback is received;
(iii) if
sent
by facsimile transmission, on the date that transmission is received by
a
responsible employee of the recipient in legible form (it being agreed
that the
burden of proving receipt will be on the sender and will not be met by
a
transmission report generated by the sender’s facsimile machine);
(iv) if
sent
by certified or registered mail (airmail, if overseas) or the equivalent
(return
receipt requested), on the date that mail is delivered or its delivery
is
attempted; or
(v) if
sent
by electronic messaging system, on the date that electronic message is
received,
unless
the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered
(or
attempted) or received, as applicable, after the close of business on a
Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.
(b) Change
of Addresses.
Either
party may by notice to the other change the address, telex or facsimile
number
or electronic messaging system details at which notices or other communications
are to be given to it.
13. Governing
Law and Jurisdiction
(a) Governing
Law.
This
Agreement will be governed by and construed in accordance with the law
specified
in the Schedule.
(b) Jurisdiction.
With
respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably:—
(i) submits
to the jurisdiction of the English courts, if this Agreement is expressed
to be
governed by English law, or to the non-exclusive jurisdiction of the courts
of
the State of New York and the United States District Court located in the
Borough of Manhattan in New York City, if this Agreement is expressed to
be
governed by the laws of the State of New York; and
(ii) waives
any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings
have been brought in an inconvenient forum and further waives the right
to
object, with respect to such Proceedings, that such court does not have
any
jurisdiction over such party.
Nothing
in this Agreement precludes either party from bringing Proceedings in any
other
jurisdiction (outside, if this Agreement is expressed to be governed by
English
law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments ▇▇▇ ▇▇▇▇ or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing
of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.
(c) Service
of Process.
Each
party irrevocably appoints the Process Agent (if any) specified opposite
its
name in the Schedule to receive, for it and on its behalf, service of process
in
any Proceedings. If for any reason
any party’s Process Agent is unable to act as such, such party will promptly
notify the other party and within 30 days appoint a substitute process
agent
acceptable to the other party. The parties irrevocably consent to service
of
process given in the manner provided for notices in Section 12. Nothing
in this
Agreement will affect the right of either party to serve process in any
other
manner permitted by law.
(d) Waiver
of Immunities.
Each
party irrevocably waives, to the fullest extent permitted by applicable
law,
with respect to itself and its revenues and assets (irrespective of their
use or
intended use), all immunity on the grounds of sovereignty or other similar
grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by
way of
injunction, order for specific performance or for recovery of property,
(iv)
attachment of its assets (whether before or after judgment) and (v) execution
or
enforcement of any judgment to which it or its revenues or assets might
otherwise be entitled in any Proceedings in the courts of any jurisdiction
and
irrevocably agrees, to the extent permitted by applicable law, that it
will not
claim any such immunity in any Proceedings.
14. Definitions
As
used
in this Agreement:—
“Additional
Termination Event”
has the
meaning specified in Section 5(b).
“Affected
Party”
has the
meaning specified in Section 5(b).
“Affected
Transactions”
means
(a) with respect to any Termination Event consisting of an Illegality,
Tax Event
or Tax Event Upon Merger, all Transactions affected by the occurrence of
such
Termination Event and (b) with respect to any other Termination Event,
all
Transactions.
“Affiliate”
means,
subject to the Schedule, in relation to any person, any entity controlled,
directly or indirectly, by the person, any entity that controls, directly
or
indirectly, the person or any entity directly or indirectly under common
control
with the person. For this purpose, “control” of any entity or person means
ownership of a majority of the voting power of the entity or
person.
“Applicable
Rate”
means:—
(a) in
respect of obligations payable or deliverable (or which would have been
but for
Section 2(a)(iii)) by a Defaulting Party, the Default Rate;
(b) in
respect of an obligation to pay an amount under Section 6(e) of either
party
from and after the date (determined in accordance with Section 6(d)(ii))
on
which that amount is payable, the Default Rate;
(c) in
respect of all other obligations payable or deliverable (or which would
have
been but for
Section
2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and
(d) in
all
other cases, the Termination Rate.
“Burdened
Party”
has the
meaning specified in Section 5(b).
“Change
in Tax Law”
means
the enactment, promulgation, execution or ratification of, or any change
in or
amendment to, any law (or in the application or official interpretation
of any
law) that occurs on or after the date on which the relevant Transaction
is
entered into.
“consent”
includes
a consent, approval, action, authorisation, exemption, notice, filing,
registration or exchange control consent.
“Credit
Event Upon Merger”
has the
meaning specified in Section 5(b).
“Credit
Support Document”
means
any agreement or instrument that is specified as such in this Agreement.
“Credit
Support Provider”
has the
meaning specified in the Schedule.
“Default
Rate”
means a
rate per annum equal to the cost (without proof or evidence of any actual
cost)
to the relevant payee (as certified by it) if it were to fund or of funding
the
relevant amount plus 1% per annum.
“Defaulting
Party”
has the
meaning specified in Section 6(a).
“Early
Termination Date”
means
the date determined in accordance with Section 6(a) or 6(b)(iv).
“Event
of Default”
has the
meaning specified in Section 5(a) and, if applicable, in the
Schedule.
“Illegality”
has the
meaning specified in Section 5(b).
“Indemnifiable
Tax”
means
any Tax other than a Tax that would not be imposed in respect of a payment
under
this Agreement but for a present or former connection between the jurisdiction
of the government or taxation authority imposing such Tax and the recipient
of
such payment or a person related to such recipient (including, without
limitation, a connection arising from such recipient or related person
being or
having been a citizen or resident of such jurisdiction, or being or having
been
organised, present or engaged in a trade or business in such jurisdiction,
or
having or having had a permanent establishment or fixed place of business
in
such jurisdiction, but excluding a connection arising solely from such
recipient
or related person having executed, delivered, performed its obligations
or
received a payment under, or enforced, this Agreement or a Credit Support
Document).
“law”
includes
any treaty, law, rule or regulation (as modified, in the case of tax matters,
by
the practice of any relevant governmental revenue authority) and “lawful” and
“unlawful” will be construed accordingly.
“Local
Business Day”
means,
subject to the Schedule, a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits)
(a) in
relation to any obligation under Section 2(a)(i), in the place(s) specified
in
the relevant Confirmation or, if not so specified, as otherwise agreed
by the
parties in writing or determined pursuant to provisions contained, or
incorporated by reference, in this Agreement, (b) in relation to any other
payment, in the place where the relevant account is located and, if different,
in the principal financial centre, if any, of the currency of such payment,
(c)
in relation to any notice or other communication, including notice contemplated
under Section 5(a)(i), in the city specified in the address for notice
provided
by the recipient and, in the case of a notice contemplated by Section 2(b),
in
the place where the relevant new account is to be located and (d) in relation
to
Section 5(a)(v)(2), in the relevant locations for performance with respect
to
such Specified Transaction.
“Loss”
means,
with respect to this Agreement or one or more Terminated Transactions,
as the
case may be, and a party, the Termination Currency Equivalent of an amount
that
party reasonably determines in good faith to be its total losses and costs
(or
gain, in which case expressed as a negative number) in connection with
this
Agreement or that Terminated Transaction or group of Terminated Transactions,
as
the case may be, including any loss of bargain, cost of funding or, at
the
election of such party but without duplication, loss or cost incurred as
a
result of its terminating, liquidating, obtaining or reestablishing any
hedge or
related trading position (or any gain resulting from any of them). Loss
includes
losses and costs (or gains) in respect of any payment or delivery required
to
have been made (assuming satisfaction of each applicable condition precedent)
on
or before the relevant Early Termination Date and not made, except, so
as to
avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
Loss
does not include a party’s legal fees and out-of-pocket expenses referred to
under Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest
date thereafter as is reasonably practicable. A party may (but need not)
determine its Loss by reference to quotations of relevant rates or prices
from
one or more leading dealers in the relevant markets.
“Market
Quotation”
means,
with respect to one or more Terminated Transactions and a party making
the
determination, an amount determined on the basis of quotations from Reference
Market-makers. Each quotation will be for an amount, if any, that would
be paid
to such party (expressed as a negative number) or by such party (expressed
as a
positive number) in consideration of an agreement between such party (taking
into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter
into
a transaction (the “Replacement Transaction”) that would have the effect of
preserving for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming
the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of
the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction
of
each applicable condition precedent) after that Early Termination Date
is to be
included. The Replacement Transaction would be subject to such documentation
as
such party and the Reference Market-maker may, in good faith, agree. The
party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the
same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time
as of
which those quotations are to be obtained will be selected in good faith
by the
party obliged to make a determination under Section 6(e), and, if each
party is
so obliged, after consultation with the other. If more than three quotations
are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values.
If
exactly three such quotations are provided, the Market Quotation will be
the
quotation remaining after disregarding the highest and lowest quotations.
For
this purpose, if more than one quotation has the same highest value or
lowest
value, then one of such quotations shall be disregarded. If fewer than
three
quotations are provided, it will be deemed that the Market Quotation in
respect
of such Terminated Transaction or group of Terminated Transactions cannot
be
determined.
“Non-default
Rate”
means a
rate per annum equal to the cost (without proof or evidence of any actual
cost)
to the Non-defaulting Party (as certified by it) if it were to fund the
relevant
amount.
“Non-defaulting
Party”
has the
meaning specified in Section 6(a).
“Office”
means a
branch or office of a party, which may be such party’s head or home
office.
“Potential
Event of Default”
means
any event which, with the giving of notice or the lapse of time or both,
would
constitute an Event of Default.
“Reference
Market-makers”
means
four leading dealers in the relevant market selected by the party determining
a
Market Quotation in good faith (a) from among dealers of the highest credit
standing which satisfy all the criteria that such party applies generally
at the
time in deciding whether to offer or to make an extension of credit and
(b) to
the extent practicable, from among such dealers having an office in the
same
city.
“Relevant
Jurisdiction”
means,
with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its
seat,
(b) where an Office through which the party is acting for purposes of this
Agreement is located, (c) in which the party executes this Agreement and
(d) in
relation to any payment, from or through which such payment is
made.
“Scheduled
Payment Date”
means a
date on which a payment or delivery is to be made under Section 2(a)(i)
with
respect to a Transaction.
“Set-off”
means
set-off, offset, combination of accounts, right of retention or withholding
or
similar right or requirement to which the payer of an amount under Section
6 is
entitled or subject (whether arising under this Agreement, another contract,
applicable law or otherwise) that is exercised by, or imposed on, such
payer.
“Settlement
Amount”
means,
with respect to a party and any Early Termination Date, the sum
of:—
(a) the
Termination Currency Equivalent of the Market Quotations (whether positive
or
negative) for each Terminated Transaction or group of Terminated Transactions
for which a Market Quotation is determined; and
(b) such
party’s Loss (whether positive or negative and without reference to any Unpaid
Amounts) for each Terminated Transaction or group of Terminated Transactions
for
which a Market Quotation cannot be determined or would not (in the reasonable
belief of the party making the determination) produce a commercially reasonable
result.
“Specified
Entity”
has the
meanings specified in the Schedule.
“Specified
Indebtedness”
means,
subject to the Schedule, any obligation (whether present or future, contingent
or otherwise, as principal or surety or otherwise) in respect of borrowed
money.
“Specified
Transaction”
means,
subject to the Schedule, (a) any transaction (including an agreement with
respect thereto) now existing or hereafter entered into between one party
to
this Agreement (or any Credit Support Provider of such party or any applicable
Specified Entity of such party) and the other party to this Agreement (or
any
Credit Support Provider of such other party or any applicable Specified
Entity
of such other party) which is a rate swap transaction, basis swap, forward
rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option
or any other similar transaction (including any option with respect to
any of
these transactions), (b) any combination of these transactions and (c)
any other
transaction identified as a Specified Transaction in this Agreement or
the
relevant confirmation.
“Stamp
Tax”
means
any stamp, registration, documentation or similar tax.
“Tax”
means
any present or future tax, levy, impost, duty, charge, assessment or fee
of any
nature (including interest, penalties and additions thereto) that is imposed
by
any government or other taxing authority in respect of any payment under
this
Agreement other than a stamp, registration, documentation or similar
tax.
“Tax
Event”
has the
meaning specified in Section 5(b).
“Tax
Event Upon Merger”
has the
meaning specified in Section 5(b).
“Terminated
Transactions”
means
with respect to any Early Termination Date (a) if resulting from a Termination
Event, all Affected Transactions and (b) if resulting from an Event of
Default,
all Transactions (in either case) in effect immediately before the effectiveness
of the notice designating that Early Termination Date (or, if “Automatic Early
Termination” applies, immediately before that Early Termination
Date).
“Termination
Currency”
has the
meaning specified in the Schedule.
“Termination
Currency Equivalent”
means,
in respect of any amount denominated in the Termination Currency, such
Termination Currency amount and, in respect of any amount denominated in
a
currency other than the Termination Currency (the “Other Currency”), the amount
in the Termination Currency determined by the party making the relevant
determination as being required to purchase such amount of such Other Currency
as at the relevant Early Termination Date, or, if the relevant Market Quotation
or Loss (as the case may be), is determined as of a later date, that later
date,
with the Termination Currency at the rate equal to the spot exchange rate
of the
foreign exchange agent (selected as provided below) for the purchase of
such
Other Currency with the Termination Currency at or about 11:00 a.m. (in
the city
in which such foreign exchange agent is located) on such date as would
be
customary for the determination of such a rate for the purchase of such
Other
Currency for value on the relevant Early Termination Date or that later
date.
The foreign exchange agent will, if only one party is obliged to make a
determination under Section 6(e), be selected in good faith by that party
and
otherwise will be agreed by the parties.
“Termination
Event”
means an
Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to
be
applicable, a Credit Event Upon Merger or an Additional Termination
Event.
“Termination
Rate”
means a
rate per annum equal to the arithmetic mean of the cost (without proof
or
evidence of any actual cost) to each party (as certified by such party)
if it
were to fund or of funding such amounts.
“Unpaid
Amounts”
owing to
any party means, with respect to an Early Termination Date, the aggregate
of (a)
in respect of all Terminated Transactions, the amounts that became payable
(or
that would have become payable but for Section 2(a)(iii)) to such party
under
Section 2(a)(i) on or prior to such Early Termination Date and which remain
unpaid as at such Early Termination Date and (b) in respect of each Terminated
Transaction, for each obligation under Section 2(a)(i) which was (or would
have
been but for Section 2(a)(iii)) required to be settled by delivery to such
party
on or prior to such Early Termination Date and which has not been so settled
as
at such Early Termination Date, an amount equal to the fair market value
of
that which was (or would have been) required to be delivered as of the
originally scheduled date for
delivery, in each case together with (to the extent permitted under applicable
law) interest, in the currency, of
such
amounts, from (and including) the date such amounts or obligations were
or would
have been required to
have
been paid or performed to (but excluding) such Early Termination Date,
at the
Applicable Rate. Such amounts
of interest will be calculated on the basis of daily compounding and the
actual
number of days elapsed.
The fair market value of any obligation referred to in clause (b) above
shall be
reasonably determined
by the party obliged to make the determination under Section 6(e) or, if
each
party is so obliged, it
shall
be the average of the Termination Currency Equivalents of the fair market
values
reasonably determined
by both parties.
IN
WITNESS WHEREOF the parties have executed this document on the respective
dates
specified below
|
Credit
Suisse International
|
U.S.
Bank National Association,
not
individually, but solely as
trustee
on behalf of the Supplemental Interest Trust created under the
Pooling
and Servicing Agreement for
HOME
EQUITY MORTGAGE TRUST SERIES 2006-6, Home
Equity Mortgage Pass-Through Certificates, Series
2006-6
|
|
By:____________________________________
Name:
Title:
|
By:____________________________________
Name:
Title:
|
|
By:____________________________________
Name:
Title:
|
|
Swap
Schedule
SCHEDULE
to
the
Master
Agreement
dated
as
of December 29, 2006
between
|
Credit
Suisse International
|
and
|
U.S.
Bank National Association,
not
individually, but solely as trustee on behalf of
the
Supplemental Interest Trust created under the
Pooling
and Servicing Agreement for
HOME
EQUITY MORTGAGE TRUST SERIES 2006-6,
Home
Equity Mortgage Pass-Through Certificates, Series
2006-6
|
|
_______________________________________
("Party
A")
|
_________________________________________
("Party
B")
|
Part
1
Termination
Provisions.
(a) "Specified
Entity"
means in
relation to Party A for the purpose of:
Section
5(a)(v), Not
Applicable
Section
5(a)(vi), Not
Applicable
Section
5(a)(vii), Not
Applicable
Section
5(b)(iv), Not
Applicable
and
in
relation to Party B for the purpose of:
Section
5(a)(v), Not
Applicable
Section
5(a)(vi), Not
Applicable
Section
5(a)(vii), Not
Applicable
Section
5(b)(iv), Not
Applicable
(b) "Specified
Transaction"
will
have the meaning specified in Section 14 of this Agreement.
(c) Certain
Events of Default.
Subject
to Part 1(h) below, the following Events of Default will apply to the
parties as
specified below, and the definition of "Event of Default" in Section
14 is
deemed to be modified accordingly:
Section
5(a)(i) (Failure
to Pay or Deliver)
will
apply to Party A and Party B.
Section
5(a)(ii) (Breach
of Agreement)
will
apply to Party A and will not apply to Party B.
Section
5(a)(iii) (Credit
Support Default)
will
apply to Party A and will not apply to Party B, unless Party A has posted
collateral under the Credit Support Annex, in which case Section 5(a)(iii)(1)
will apply to Party B.
Section
5(a)(iv) (Misrepresentation)
will
apply to Party A and will not apply to Party B.
Section
5(a)(v) (Default
under Specified Transaction)
will
not apply to Party A or Party B.
Section
5(a)(vi) (Cross
Default)
will
apply to Party A and will not apply to Party B. "Specified
Indebtedness"
shall
have the meaning specified in Section 14 of this Agreement and "Threshold
Amount"
means
3% of shareholder's equity of the Relevant Entity.
Section
5(a)(vii) (Bankruptcy)
will
apply to Party A and Party B;
provided
that in
respect of Party B, (i) clause (2) thereof shall not apply, (ii) clause
(4)
thereof shall not apply to Party B to the extent that the relevant proceeding
is
instituted by Party A in breach of Party A's agreement in Part 5(g) of
this
Schedule, (iii) the words "seeks or" shall be deleted from clause (6)
thereof
and any appointment that is effected by or pursuant to the transaction
documents
shall not constitute an Event of Default under such clause (6), (iv)
clause (7)
thereof shall not apply, (v) clause (8) thereof shall apply only to the
extent
not inconsistent with clauses (i) to (iv) of this sentence and (vi) clause
(9)
thereof shall not apply.
Section
5(a)(viii) (Merger
without Assumption)
will
apply to Party A and will not apply to Party B.
(d) Termination
Events.
The
following Termination Events will apply to the parties as specified
below:
Section
5(b)(i) (Illegality)
will
apply to Party A and Party B.
Section
5(b)(ii) (Tax
Event)
will
apply to Party A and Party B; provided
that
the
words “(x) any action taken by a taxing authority, or brought in a court of
competent jurisdiction, on or after the date on which a Transaction is
entered
into (regardless of whether such action is taken or brought with respect
to a
party to this Agreement) or (y)” shall be deleted with respect to Party
A.
Section
5(b)(iii) (Tax
Event upon Merger)
will
apply to Party A and Party B; provided
that in
the event that Party A is the Affected Party in respect of an event described
in
Section 5(b)(iii), Party A shall not be entitled to designate an Early
Termination Date pursuant to such Section 5(b)(iii).
Section
5(b)(iv) (Credit
Event upon Merger)
will
not apply to Party A or Party B.
(e) The
"Automatic
Early Termination"
provision of Section 6(a) of this Agreement will not apply to Party A
or Party
B.
(f) Payments
on Early Termination.
For the
purpose of Section 6(e) of this Agreement:
|
(i)
|
Loss
will apply; subject to Part 5(x).
|
|
(ii)
|
The
Second Method will apply.
|
(g) "Termination
Currency"
means
United States Dollars.
(h) Additional
Termination Events.
The
following Additional Termination Events will apply, in each case with
respect to
Party B as the sole Affected Party (unless otherwise provided
below):
|
(i)
|
Each
of the following shall constitute an Additional Termination
Event with
Party A as sole Affected Party:
|
| (a) |
An
S&P Collateralization Event has occurred and is continuing and
Party A
has failed to comply with or perform any obligation to be complied
with or
performed by Party A in accordance with the "Downgrade Provisions"
as set
forth in Part 5(b)(2) and a Ratings Event has neither occurred
nor is
continuing. Any event which constitutes an Additional Termination
Event
pursuant to this Section 1(h)(i)(a) shall not constitute an
Event of
Default.
|
| (b) |
A
Moody's Collateralization Event has occurred and is continuing,
and Party
A has failed to comply with or perform any obligation to deliver
collateral under the Credit Support Annex and 30 Local Business
Days or
more have elapsed since the last time that no Moody's Collateralization
Event had occurred and was continuing. Any event which constitutes
an
Additional Termination Event pursuant to this Section 1(h)(i)(b)
shall not
constitute an Event of Default (unless such event constitutes
a failure to
post collateral pursuant to the terms of the Credit Support
Annex in
breach of Part 5(b)(4)).
|
| (c) |
A
Ratings Event has occurred and is continuing and Party A has
failed to
comply with or perform any obligation to be complied with or
performed by
Party A in accordance with the “Downgrade Provisions” as set forth in Part
5(b)(4) and, in the case of a Moody's Ratings Event, (i) at
least one
Eligible Replacement has made a Live Bid to be the transferee
of a
transfer to be made in accordance with the terms hereof and/or
(ii) at
least one entity that satisfies the Hedge Counterparty Ratings
Requirements is able to provide an Eligible Guarantee in respect
of all of
Party A’s present and future obligations under this Agreement subject
to
the satisfaction of the S&P Ratings Condition. The failure by Party A
to comply with or perform any obligation (other than the obligation
to
post collateral pursuant to the terms of the Credit Support
Annex) to be
complied with or performed by Party A in accordance with the
“Downgrade
Provisions” as set forth in Part 5(b)(4) will constitute an Additional
Termination Event and not an Event of
Default.
|
|
(ii)
|
The
Series Supplement dated as of December
29,
2006 to the Standard Terms of Pooling and Servicing Agreement
dated
as of December 1, 2006 among Credit Suisse First Boston Mortgage
Securities Corp. as Depositor, Select Portfolio Servicing,
Inc. as
Servicer, and U.S. Bank National Association as Trustee as
amended and supplemented from time to time (such
Series Supplement together with such Standard Terms, the PSA
or
the Pooling
and Servicing Agreement)
or
other transaction document is amended or modified (other than
an amendment
or modification solely to accommodate replacement agents to
the
transaction, e.g., servicer, manager) without the prior written
consent of
Party A, where such consent is required under the terms of
the PSA (such
consent not to be unreasonably withheld). For all purposes
hereunder,
including in the Credit Support Annex and each Confirmation,
“Trustee”
shall mean the trustee for the Supplemental Interest Trust
under the
PSA.
|
|
(iii)
|
The
termination of the Trust pursuant to Article IX of the PSA,
provided,
however, that notwithstanding Section 6(b)(iv) of this Agreement,
either
party may designate an Early Termination Date in respect of
this
Additional Termination Event.
|
|
(iv)
|
Upon
the occurrence of a Swap Disclosure Event (as defined in Part
5(t) below)
Party A has not, within 10 days after such Swap Disclosure
Event, complied
with any of the provisions set forth in Part 5(t)(iii) below.
For all
purposes of this Agreement, Party A shall be the sole Affected
Party with
respect to the occurrence of an Additional Termination Event
described in
this Part 1(h)(iv).
|
Part
2
Tax
Representations.
(a) Payer
Representations.
For the
purpose of Section 3(e) of this Agreement, neither Party A nor Party
B will make
any representations.
(b) Payee
Representations.
For the
purpose of Section 3(f) of this Agreement, neither Party A nor Party
B will make
any representations.
Part
3
Agreement
to Deliver Documents.
For
the
purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees
to
deliver the following documents, as applicable:
(a) Tax
forms, documents or certificates to be delivered are:— None
(b)
Other
documents to be delivered are:—
|
Party
required to deliver document
|
Form/Document/Certificate
|
Date
by which to be delivered
|
Covered
by Section 3(d)
Representation
|
|
Party
A and Party B
|
Certified
copy of the board of directors resolution (or equivalent authorizing
documentation) which sets forth the authority of each signatory
to this
Agreement and each Credit Support Document (if any) signing
on its behalf
and the authority of such party to enter into Transactions
contemplated
and performance of its obligations hereunder.
|
Concurrently
with the execution and delivery of this Agreement.
|
Yes
|
|
Party
A and Party B
|
Incumbency
certificate (or, if available the current authorized signature
book or
equivalent authorizing documentation) specifying the names,
titles,
authority and specimen signatures of the persons authorized
to execute
this Agreement which sets forth the specimen signatures of
each signatory
to this Agreement, each Confirmation and each Credit Support
Document (if
any) signing on its behalf.
|
Concurrently
with the execution and delivery of this Agreement unless previously
delivered and still in full force and effect.
|
Yes
|
|
Party
A and B
|
An
opinion of counsel to such party (or, in the case of Party
B, counsel to
the Trustee) as to the enforceability of this Agreement that
is reasonably
satisfactory in form and substance to the other party.
|
Concurrently
with the execution and delivery of the Confirmation unless
previously
delivered and still in full force and effect.
|
No
|
|
Party
B
|
All
opinions of counsel to Party B and counsel to the Servicer,
delivered as
of the Closing Date
|
Upon
execution of this Agreement
|
No
|
|
Party
B
|
Such
other information in connection with the Certificates or the
PSA in the
possession of Party B as Party A may reasonably request.
|
Upon
request
|
No
|
|
Party
B
|
An
executed copy of the PSA .
|
Within
30 days after the date of this Agreement.
|
Yes
|
Part
4.
Miscellaneous.
(a) Addresses
for Notices.
For the
purposes of Section 12(a) of this Agreement:
Party
A:
|
(1)
|
Address
for notices or communications to Party A (other than by
facsimile):-
|
Address:
One
Cabot
Square Attention:
(1) Head
of
Credit Risk Management;
▇▇▇▇▇▇
▇▇▇
▇▇▇
(2) Managing
Director -
England
Operations
Department;
(3) Managing
Director - Legal Department
Telex
No.: 264521
Answerback:
CSI
G
(For
all
purposes.)
|
(2)
|
For
the purpose of facsimile notices or communications under this
Agreement
(other than a notice or communication under Section 5 or
6):-
|
Facsimile
No.: 44
20
7888 2686
Attention:
Managing
Director - Legal Department
|
Telephone
number for oral confirmation of receipt of facsimile in legible
form: 44
20 7888 2028
|
Designated
responsible employee for the purposes of Section 12(a)(iii): Senior Legal
Secretary
Party
B:
Address
for notices or communications to Party B:
U.S.
Bank
National Association, Trustee
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇.
▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
Corporate Trust Structured Finance, Ref. CSFBMSC HEMT 2006-6
Tel:
(▇▇▇) ▇▇▇ ▇▇▇▇
Facsimilie:
(▇▇▇) ▇▇▇ ▇▇▇▇
(For
all
purposes.)(b) Process
Agent. For
the
purposes of Section 13(c) of this Agreement:
Party
A
appoints as its Process Agent:
Credit
Suisse Securities (USA) LLC
Eleven
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
General
Counsel
Legal
and
Compliance Department
Party
B
appoints as its Process Agent: Not applicable.
(c) Offices.
With
respect to Party A, the provisions of Section 10(a) will apply to this
Agreement.
(d) Multibranch
Party.
For the
purpose of Section 10(c) of this Agreement:
Party
A
is not a Multibranch Party.
Party
B
is not a Multibranch Party.
(e) Calculation
Agent.
The
Calculation Agent is Party A.
(f) Credit
Support Document.
Credit
Support Document means:-
With
respect to Party A: The Credit Support Annex and any guarantee that is
provided
to Party B pursuant to Part 5 (b) below.
With
respect to Party B: The Credit Support Annex.
(g) Credit
Support Provider.
Credit
Support Provider means in relation to Party A: Not applicable or, if
a guarantee
is provided to Party B pursuant to Part 5 (b) below, the guarantor providing
such guarantee.
Credit
Support Provider means in relation to Party B: Not applicable..
(h) Governing
Law.
This
Agreement and, to the fullest extent permitted by applicable law, all
matters
arising out of or relating in any way to this Agreement will be governed
by and
construed in accordance with the laws of the State of New York (without
reference to choice of law doctrine other than New York General Obligation
Law
Sections 5-1401 and 5-1402).
(i) Netting
of Payments.
Subparagraph (ii) of Section 2(c) of this Agreement will apply to each
Transaction hereunder.
(j) "Affiliate."
"Affiliate" shall have the same meaning specified in Section 14 of this
Agreement, provided, however, that, Party A shall be deemed to have no
Affiliates for purposes of Section 3(c) of this Agreement. Party B shall
be
deemed to have no Affiliates for purposes of this Agreement.
Part
5.
Other
Provisions.
(a) Definitions.
Any
capitalized terms used but not otherwise defined in this Agreement shall
have
the meanings assigned to them (or incorporated by reference) in the PSA.
In the
event of any inconsistency between the terms of this Agreement and the
terms of
the PSA, this Agreement will govern.
(b) Downgrade
Provisions.
|
(1)
|
It
shall be a collateralization event (Collateralization
Event)
if:
|
(A)
with
respect to each Relevant Entity, so long as ▇▇▇▇▇'▇ Investors Service,
Inc.
(▇▇▇▇▇'▇)
is
currently rating the Certificates and either (i) such Relevant Entity
has both a
long-term and short-term rating by Moody's and (x) the unsecured,
unguaranteed and otherwise unsupported long-term senior debt obligations
of such
Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured,
unguaranteed and otherwise unsupported short-term debt obligations of
such
Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term
rating is available from Moody’s and the unsecured, unguaranteed and otherwise
unsupported long-term senior debt obligations of such Relevant Entity
are rated
"A2" or below by Moody's (such event, a Moody's
Collateralization Event),
or
(B)
with
respect to each Relevant Entity, so long as Standard & Poor's Rating
Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (S&P)
is
currently rating the Certificates and either (i) the unsecured, unguaranteed
and
otherwise unsupported short-term debt obligations of such Relevant Entity
are
rated "A-2" or below by S&P or (ii) if such Relevant Entity does not have a
short-term rating from S&P, the unsecured, unguaranteed and otherwise
unsupported long-term senior debt obligations of Party A are rated "A" or
below by S&P (such event, an S&P
Collateralization Event).
Relevant
Entity means
Party A and any guarantor under an Eligible Guarantee in respect of all
of Party
A’s present and future obligations under this Agreement.
|
(2)
|
Without
prejudice to Party A's obligations under the Collateral Support
Annex,
during any period in which a Collateralization Event is occurring,
Party A shall, at its own expense and within thirty (30) Business
Days of such Collateralization Event (or 30 calendar days,
in the case of
an S&P Collateralization Event), either (i) post collateral according
to the terms of the 1994 ISDA Credit Support Annex to this
Schedule,
including Paragraph 13 thereof (the Credit
Support Annex),
(ii) furnish an Eligible Guarantee (as defined below) of Party
A's
obligations under this Agreement that is (in the case of an
S&P
Collateralization Event) subject to the satisfaction of the
S&P
Ratings Condition from a guarantor that satisfies the Hedge
Counterparty
Ratings Requirement (as defined herein), or (iii) obtain a
substitute
counterparty (and provide prior written notice to each Rating
Agency with
respect thereto) that (a) is reasonably acceptable to Party B, (b)
satisfies the Hedge Counterparty Ratings Requirement and (c)
assumes the
obligations of Party A under this Agreement (through an assignment
and assumption agreement in form and substance reasonably satisfactory
to
Party B) or replaces the outstanding Transactions hereunder with
transactions on identical terms, except that Party A shall be
replaced as counterparty, provided
that such substitute counterparty, as of the date of such assumption
or
replacement, must not, as a result thereof, be required to
withhold or
deduct on account of tax under the Agreement or the new transactions,
as
applicable, and such assumption or replacement must not lead
to a
termination event or event of default occurring in respect
of the new
transactions, as applicable, provided further,
that (in the case of an S&P Collateralization Event) satisfaction of
the S&P Ratings Condition shall be required for any transfer of any
Transactions under this Part 5(b)(2)(iii) unless such transfer
is in
connection with the assignment and assumption of this Agreement
by such
substitute counterparty without modification of its terms,
other than the
following terms: party name, dates relevant to the effective
date of such
transfer, tax representations (provided that the representations
in Part
2(a) are not modified) and any other representations regarding
the status
of the substitute counterparty of the type included in Section
(c) of this
Part 5 and notice information (in which case, Party A shall
provide
written notice to S&P with respect thereto). To the extent that Party
A elects or is required to post collateral pursuant to this
Part 5(b)(1)
following an S&P Collateralization Event, Party A shall deliver to
each Rating Agency (with a copy to the Trustee) within thirty
(30)
calendar days of the occurrence of such Collateralization Event
an opinion
acceptable to S&P as to the enforceability of the Credit Support Annex
and which confirms that, notwithstanding the commencement of
a case under
the Bankruptcy Code with respect to Party A, the collateral
will (a) be
available to meet swap obligations notwithstanding the automatic
stay and
(b) if delivered pre-bankruptcy, will not be subject to recovery
as
preferences or constructive fraudulent conveyances, in each
case subject
to standard qualifications and
assumptions.
|
Eligible
Guarantee
means an
unconditional and irrevocable guarantee that is provided by a guarantor
as
principal debtor rather than surety and is directly enforceable by Party
B,
where either (A) a law firm has given a legal opinion confirming that
none of
the guarantor’s payments to Party B under such guarantee will be subject to
withholding for Tax or (B) such guarantee provides that, in the event
that any
of such guarantor’s payments to Party B are subject to withholding for Tax, such
guarantor is required to pay such additional amount as is necessary to
ensure
that the net amount actually received by Party B (free and clear of any
withholding tax) will equal the full amount Party B would have received
had no
such withholding been required.
An
entity
shall satisfy the Hedge
Counterparty Ratings Requirement
if (a)
either (i) the unsecured, unguaranteed and otherwise unsupported short-term
debt
obligations of the entity are rated at least "A-1" by S&P or (ii) if the
entity does not have a short-term rating from S&P, the unsecured,
unguaranteed and otherwise unsupported long-term senior debt obligations
of the
entity are rated at least "A+" by S&P and (b) either (i) the unsecured,
unguaranteed and otherwise unsupported long-term senior debt obligations
of such
entity are rated at least "A3" by Moody’s and the unsecured, unguaranteed and
otherwise unsupported short-term debt obligations of such entity are
rated at
least "P-2" by Moody’s (if such entity has both a long-term and short-term
rating from Moody's) or (ii) if such entity does not have a short-term
debt
rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported
long-term senior debt obligations of such entity are rated at least "A3"
by
Moody’s. For the purpose of this definition, no direct or indirect recourse
against one or more shareholders of the entity (or against any Person
in control
of, or controlled by, or under common control with, any such shareholder)
shall
be deemed to constitute a guarantee, security or support of the obligations
of
the entity.
S&P
Ratings Condition
shall
mean prior written confirmation from S&P that a proposed action will not
cause the downgrade or withdrawal of the then current ratings of any
outstanding
Certificates.
Rating
Agency shall
mean each of S&P and Moody's.
|
(3)
|
It
shall be a ratings event (Ratings
Event)
if at any time after the date hereof (A) so long as S&P is currently
rating the Certificates and either (i) the unsecured, unguaranteed
and
otherwise unsupported long-term senior debt obligations of
each Relevant
Entity are rated "BB+" or below by S&P, (ii) the unsecured,
unguaranteed and otherwise unsupported short-term debt obligations
of each
Relevant Entity are rated “B” or below by S&P or (iii) if at any time
after the date hereof S&P withdraws all of each Relevant Entity’s
ratings and no longer rates any Relevant Entity (such event,
an
S&P
Ratings Event)
or (B) so long as ▇▇▇▇▇'▇ is currently rating the Certificates
and either
(i) the unsecured, unguaranteed and otherwise unsupported long-term
senior
debt obligations of each Relevant Entity are unrated or rated
"Baa1" or
below by Moody’s (or such rating is withdrawn) or (ii) the unsecured,
unguaranteed and otherwise unsupported short-term debt obligations
of each
Relevant Entity are unrated or rated "P-3" or below by Moody's
(or such
rating is withdrawn) (such event, a Moody's
Ratings Event).
|
(4) Following
a Ratings Event, Party A shall take the following actions:
(a) in
the
case of an S&P Ratings Event, Party A, at its sole expense, shall (i)
within 10 Business Days, subject to extension upon satisfaction of the
S&P
Ratings Condition, of the Ratings Event, obtain a substitute counterparty
(and
provide written notice to each Rating Agency with respect thereto), that
(A)
satisfies the Hedge Counterparty Ratings Requirement and (B) assumes
the
obligations of Party A under this Agreement (through an assignment and
assumption agreement in form and substance reasonably satisfactory to
Party B) or replaces the outstanding Transactions hereunder with
transactions on identical terms, except that Party A shall be replaced as
counterparty, provided
that
such substitute counterparty, as of the date of such assumption or replacement,
must not, as a result thereof, be required to withhold or deduct on account
of
tax under the Agreement or the new transactions, as applicable, and such
assumption or replacement must not lead to a termination event or event
of
default occurring in respect of the new transactions, as applicable;
provided
further
that
satisfaction of the S&P Ratings Condition shall be required within such 10
Business Days or longer period, as applicable, for any transfer of any
Transaction under this clause (a)(i) unless such transfer is in connection
with
the assignment and assumption of this Agreement without modification
of its
terms by such counterparty, other than the following terms: party name,
dates
relevant to the effective date of such transfer, tax representations
(provided
that the representations in Part 2(a) are not modified) and any other
representations regarding the status of the substitute counterparty of
the type
included in Section (c) of this Part 5 and notice information (in which
case,
Party A shall provide prior written notice to S&P and the Trustee with
respect thereto) and (ii) post collateral according to the terms of the
Credit
Support Annex; and
(b) in
the
case of a Moody's Ratings Event, Party A, at its sole expense, shall (i)
use commercially reasonable efforts to, as soon as reasonably practicable,
(A)
furnish an Eligible Guarantee of Party A's obligations under this Agreement
from
a guarantor that satisfies paragraph (b) of the definition of Hedge Counterparty
Ratings Requirement or (B) obtain a substitute counterparty (and provide
prior
written notice to each Rating Agency with respect thereto) that (1) is
reasonably acceptable to Party B, (2) satisfies the paragraph (b) of
the
definition of Hedge Counterparty Ratings Requirement and (3) assumes
the
obligations of Party A under this Agreement (through an assignment and
assumption agreement in form and substance reasonably satisfactory to
Party B)
or replaces the outstanding Transactions hereunder with transactions
on
substantially the same terms, including rating triggers, credit support
documentation and other provisions of this Agreement, except that Party
A shall
be replaced as counterparty, provided
that
such substitute counterparty, as of the date of such assumption or replacement,
must not, as a result thereof, be required to withhold or deduct on account
of
tax under the Agreement or the new transactions, as applicable, and such
assumption or replacement must not lead to a termination event or event
of
default occurring in respect of the new transactions, as applicable and
(ii)
post collateral according to the terms of the Credit Support Annex.
Rating
Agency Approval
shall
mean prior written confirmation from S&P and Moody's that such action will
not cause them to downgrade or withdraw its then-current ratings of any
outstanding Certificates.
(c) Section
3(a) of this Agreement is hereby amended to include the following additional
representations after paragraph 3(a)(v):
(vi)
Eligible
Contract Participant.
It is an
"eligible contract participant" as such term is defined in Section 35.1
(b) (2)
of the regulations (17 C.F.R. 35) promulgated under and as defined in
Section
1a(12) of the U.S. Commodity Exchange Act, as amended.
(vii)
Individual
Negotiation.
This
Agreement and each Transaction hereunder is subject to individual negotiation
by
the parties.
(viii)
Relationship
between Party A and Party B.
Subject
as provided in Part 5(f), each of Party A and Party B will be deemed
to
represent to the other on the date on which it enters into a Transaction
or an
amendment thereof that (absent a written agreement between Party A and
Party B
that expressly imposes affirmative obligations to the contrary for that
Transaction):
(1) Capacity.
Party A
represents to Party B on the date on which Party A enters into this Agreement
that it is entering into the Agreement and the Transaction as principal
and not
as agent of any person. Party B represents to Party A on the date on
which Party
B enters into this Agreement it is entering into the Agreement and the
Transaction in its capacity as Supplemental Interest Trust Trustee.
(2) Non-Reliance.
Party
A
is acting for its own account and with respect to Party B, the Trustee
is
executing this Agreement as trustee on behalf of the Trust. Each party
has made
its own independent decisions to enter into that Transaction and as to
whether
that Transaction is appropriate or proper for it based upon its own judgment
and
upon advice from such advisors as it has deemed necessary. It is not
relying on
any communication (written or oral) of the other party as investment
advice or
as a recommendation to enter into that Transaction; it being understood
that
information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation
to
enter into that Transaction. No communication (written or oral) received
from
the other party shall be deemed to be an assurance or guarantee as to
the
expected results of that Transaction.
(3) Evaluation
and Understanding. It
is
capable of evaluating and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of this Agreement and each Transaction hereunder.
It is
also capable of assuming, and assumes, all financial and other risks
of this
Agreement and each Transaction hereunder.
(4) Status
of Parties. The
other
party is not acting as a fiduciary or an advisor for it in respect of
that
Transaction.
(d)
Section 4 is hereby amended by adding the following new agreement:
Actions
Affecting Representations. Party
B
agrees not to take any action during the term of this Agreement or any
Transaction hereunder that renders or could render any of the representations
and warranties in this Agreement untrue, incorrect, or incomplete, and,
if any
event or condition occurs that renders or could render any such representation
untrue, incorrect, or incomplete, Party B will immediately give written
notice
thereof to Party A.
(e)
Transfer.
(i)
Section
7
is hereby amended to read in its entirety as follows:
Except
as
stated under Section 6(b)(ii), provided that to the extent Party A makes
a
transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to
the Rating Agencies of such transfer, neither Party A nor Party B is
permitted
to assign, novate or transfer (whether by way of security or otherwise)
as a
whole or in part any of its rights,
obligations or interests under this Agreement or any Transaction without
the
prior written consent of the other party; provided,
however,
that
(i) Party A may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer
of
substantially all of its assets to, another entity, or an incorporation,
reincorporation or reconstitution, and (ii) Party A may transfer this
Agreement
to any Person that is an office, branch or affiliate of Party A (any
such
Person, office, branch or affiliate, a Transferee)
on at
least five Business Days’ prior written notice to Party B; provided
that,
with respect to clause (ii), (A) as of the date of such transfer the
Transferee
will not be required to withhold or deduct on account of a Tax from any
payments
under this Agreement unless the Transferee will be required to make payments
of
additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in
respect
of such Tax; (B) a Termination Event or Event of Default does not occur
under
this Agreement as a result of such transfer; (C) such notice is accompanied
by a
written instrument pursuant to which the Transferee acquires and assumes
the
rights and obligations of Party A so transferred; and (D) Party A will
be
responsible for any costs or expenses incurred in connection with such
transfer.
Party B will execute such documentation as is reasonably deemed necessary
by
Party A for the effectuation of any such transfer. Notwithstanding the
foregoing, no transfer shall be made unless the transferring party obtains
a
written acknowledgment from each of the Rating Agencies that, notwithstanding
such transfer, the then-current ratings of the Certificates will not
be reduced
or withdrawn,
provided, however,
that
this provision shall not apply to any transfer that is made pursuant
to the
provisions of Part 5(b) of this Agreement.
Except
as
specified otherwise in the documentation evidencing a transfer, a transfer
of
all the obligations of Party A made in compliance with this Section 7
will
constitute an acceptance and assumption of such obligations (and any
related
interests so transferred) by the Transferee, a novation of the transferee
in
place of Party A with respect to such obligations (and any related interests
so
transferred), and a release and discharge by Party B of Party A from,
and an
agreement by Party B not to make any claim for payment, liability, or
otherwise
against Party A with respect to, such obligations from and after the
effective
date of the transfer.
In
addition, Party A may transfer this Agreement without the prior written
consent
of the Trustee on behalf of Party B but with prior written notice to
S&P and
the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge
Counterparty Rating Requirements or that has furnished a guarantee, subject
to
S&P Ratings Condition, of the obligations under this Agreement from a
guarantor that satisfies the Hedge Counterparty Rating Requirements and
(ii) as
of the date of such transfer such Affiliate will not be required to withhold
or
deduct on account of a Tax from any payments under this Agreement unless
such
Affiliate will be required to make payments of additional amounts pursuant
to
Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided
that
satisfaction of the S&P Ratings Condition will be required unless such
transfer is in connection with the assignment and assumption of this
Agreement
by such an Affiliate without modification of its terms, other than the
following
terms: party name, dates relevant to the effective date of such transfer,
tax
representations (provided that the representations in Part 2(a) are not
modified) and any other representations regarding the status of such
an
Affiliate the substitute counterparty of the type included in Section
(c) of
this Part 5 and notice information (in which case, Party A shall provide
written
notice to S&P with respect thereto).
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(ii)
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If
an Eligible Replacement has made a Firm Offer (which means
an offer that
will become legally binding upon acceptance by Party B) to
be the
transferee pursuant to a Permitted Transfer, Party B shall,
at Party A's
written request and at Party A's expense, take any reasonable
steps
required to be taken by Party B to effect such transfer.
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(f)
Trustee
Capacity. It
is
expressly understood and agreed by the parties hereto that (i) this Agreement
is
executed and delivered by U.S. Bank National Association (the
Trustee)
not
individually or personally but solely as trustee of the Supplemental
Interest
Trust created pursuant to the PSA (the Trust),
in the
exercise of the powers and authority conferred and vested in it under
the PSA,
(ii) each of the representations, undertakings and agreements herein
made on the
part of the Trust is made and intended not as personal representations,
undertakings and agreements by the Trustee but is made and intended for
the
purpose of binding only the Trust, (iii) nothing herein contained shall
be
construed as creating any liability on the part of the Trustee, individually
or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties
hereto
and by any Person claiming by, through or under the parties hereto and
(iv)
under no circumstances shall the Trustee be personally liable for the
payment of
any indebtedness or expenses of the Trust or be liable for the breach
or failure
of any obligation, representation, warranty or covenant made or undertaken
by
the Trust under this Agreement or any other related documents as to all
of which
recourse shall be had solely to the assets of the Trust in accordance
with the
terms of the Pooling and Servicing Agreement.
(g)
Proceedings.
Party A
shall not institute against or cause any other person to institute against,
or
join any other person in instituting against Party B or the trust created
pursuant to the Pooling and Servicing Agreement, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under
any federal or state bankruptcy, dissolution or similar law, for a period
of one
year and one day, or
if
longer the applicable preference period then in effect,
following indefeasible payment in full of the Certificates.
Nothing
shall preclude, or be deemed to stop, Party A (i) from taking any action
prior
to the expiration of the aforementioned one year and one day period,
or if
longer the applicable preference period then in effect, in (A) any case
or
proceeding voluntarily filed or commenced by Party B or (B) any involuntary
insolvency proceeding filed or commenced by a Person other than Party
A, (ii)
from commencing against Party B or any of the Mortgage Loans any legal
action
which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium,
liquidation or similar proceeding, or (iii) from taking any action (not
otherwise mentioned in this paragraph) which will prevent an impairment
of any
right afforded to it under the PSA as a third party beneficiary. This
provision
shall survive termination of this Agreement.
(h)
Change
of Account.
Section
2(b) of this Agreement is hereby amended by the addition of the following
after
the word "delivery" in the first line thereof:-
"to
another account in the same legal and tax jurisdiction as the original
account"
(i)
No Set-off.
Except
as expressly provided for in Section 2(c) or Section 6 hereof, and
notwithstanding any other provision of this Agreement or any other existing
or
future agreement, each party irrevocably waives any and all rights it
may have
to set off, net, recoup or otherwise withhold or suspend or condition
payment or
performance of any obligation between it and the other party hereunder
against
any obligation between it and the other party under any other agreements.
Section 6(e) shall be amended by deleting the following sentence: "The
amount,
if any, payable in respect of an Early Termination Date and determined
pursuant
to this Section will be subject to any Set-off.".
(j)
Notice
of Certain Events or Circumstances.
Each
party agrees, upon learning of the occurrence or existence of any event
or
condition that constitutes (or that with the giving of notice or passage
of time
or both would constitute) an Event of Default or Termination Event with
respect
to such party, promptly to give the other party notice of such event
or
condition (or, in lieu of giving notice of such event or condition in
the case
of an event or condition that with the giving of notice or passage of
time or
both would constitute an Event of Default or Termination Event with respect
to
the party, to cause such event or condition to cease to exist before
becoming an
Event of Default or Termination Event); provided
that
failure to provide notice of such event or condition pursuant to this
Part 5(j)
shall not constitute an Event of Default or a Termination Event.
(k)
Regarding
Party A.
Party
B
acknowledges and agrees that Party A has had and will have no involvement
in
and, accordingly Party A accepts no responsibility for: (i) the establishment,
structure, or choice of assets of Party B; (ii) the selection of any
person
performing services for or acting on behalf of Party B; (iii) the selection
of
Party A as the Counterparty;
(iv)
the terms of the Certificates; (v) the preparation of or passing on the
disclosure and other information contained in any offering circular for
the
Certificates, the PSA, or any other agreements or documents used by Party
B or
any other party in connection with the marketing and sale of the Certificates
(other than information provided by Party A for purposes of the disclosure
document relating to the Certificates); (vi) the ongoing operations and
administration of Party B, including the furnishing of any information
to Party
B which is not specifically required under this Agreement; or (vii) any
other
aspect of Party B’s existence.
(l)
Rating
Agency Approval on Amendment.
In
addition to the requirements of Section 9, this Agreement will not be
amended
unless Party B shall have received Rating Agency Approval.
(m)
Jurisdiction.
Section
13(b) is hereby amended by: (i) deleting in the second line of subparagraph
(i)
thereof the word "non-": and (ii) deleting the final paragraph
thereof.
(n)
Limited
Recourse Non-petition.
The
liability of Party B in relation to this Agreement and any Confirmation
hereunder is limited in recourse to assets in the Trust and payments
of interest
proceeds and principal proceeds thereon applied in accordance with the
terms of
the PSA. Upon application of all of the assets in the Trust (and proceeds
thereon) in accordance with the PSA, Party A shall not be entitled to
take any
further steps against Party B to recover any sums due but still unpaid
hereunder
or thereunder, all claims in respect of which shall be
extinguished.
(o)
Payments
to Party A Subject to Priority of Payments. Party
A
hereby agrees that, notwithstanding any provision of this agreement to
the
contrary, Party B's obligations
to pay any amounts owing under Section 6(e) of this Agreement where Party
A is
either the Defaulting Party or the sole Affected Party shall be subject
to the
payment priority described at Section 4.02 of the PSA and Party A's right
to
receive payment of such amounts shall be subject to the payment priority
described at Section 4.02 of the PSA.
(p)
Waiver
of Jury Trial.
Each
party waives, to the fullest extent permitted by applicable law, any
right it
may have to a trial by jury in respect of any suit, action or proceeding
relating to this Agreement or any Credit Support Document. Each party
certifies
(i) that no representative, agent or attorney of the other party or any
Credit
Support Provider has represented, expressly or otherwise, that such other
party
would not, in the event of such a suit, action or proceeding, seek to
enforce
the foregoing waiver and (ii) acknowledges that it and the other party
have been
induced to enter into this Agreement and provide for any Credit Support
Document, as applicable, by, among other things, the mutual waivers and
certifications in this Section.
(q)
Consent
to Recording.
Each
party (i) consents to the recording of the telephone conversations of
trading
and marketing personnel of the parties and their Affiliates in connection
with
this Agreement or any potential transaction and (ii) if applicable, agrees
to
obtain any necessary consent of, and give notice of such recording to,
such
personnel of it and its Affiliates.
(r)
Severability.
If any
term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be illegal, invalid
or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants and conditions hereof shall continue in full force
and
effect as if this Agreement had been executed with the illegal, invalid
or
unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions
of the
parties as to the subject matter of this Agreement and the deletion of
such
portion of this Agreement will not substantially impair the respective
benefits
or expectations of the parties to this Agreement.
(s)
Escrow
Payments.
If
(whether by reason of the time difference between the cities in which
payments
are to be made or otherwise) it is not possible for simultaneous payments
to be
made on any date on which both parties are required to make payments
hereunder,
either party may at its option and in its sole discretion notify the
other party
that payments on that date are to be made in escrow. In this case deposit
of the
payment due earlier on that date shall be made by 2:00 pm (local time
at the
place for the earlier payment) on that date with an escrow agent selected
by the
notifying party, accompanied by irrevocable payment instructions (i)
to release
the deposited payment to the intended recipient upon receipt by the escrow
agent
of the required deposit of the corresponding payment from the other party
on the
same date accompanied by irrevocable payment instructions to the same
effect or
(ii) if the required deposit of the corresponding payment is not made
on that
same date, to return the payment deposited to the party that paid it
into
escrow. The party that elects to have payments made in escrow shall pay
all
costs of the escrow arrangements.
(t)
Compliance
with Regulation AB.
(i) Party
A
agrees and acknowledges that Depositor (Depositor)
is
required under Regulation AB under the Securities Act of 1933, as amended,
and
the Securities Exchange Act of 1934, as amended (the Exchange
Act)
(Regulation
AB),
to
disclose certain financial information regarding Party A or its group
of
affiliated entities, if applicable, depending on the aggregate “significance
percentage” of this Agreement and any other derivative contracts between Party A
or its group of affiliated entities, if applicable, and Party B, as calculated
from time to time in accordance with Item 1115 of Regulation AB.
(ii) It
shall
be a swap disclosure event (Swap
Disclosure Event)
if, on
any Business Day during the term of the Transaction, Depositor requests
from
Party A the applicable financial information described in Item 1115 of
Regulation AB (such request to be based on a reasonable determination
by
Depositor, in good faith, that such information is required under Regulation
AB
as a result of the aggregate "significance percentage" exceeding 10%)
(the
Swap
Financial Disclosure).
(iii) Upon
the
occurrence of a Swap Disclosure Event, Party A, at its own expense, shall
(a)
provide to Depositor the Swap Financial Disclosure, (b) secure another
entity to
replace Party A as party to this Agreement on terms substantially similar
to
this Agreement and subject to prior notification to the Rating Agencies,
provided,
that
satisfaction of the S&P Ratings Condition shall be required for any transfer
of any Transactions under this clause (iii) unless such transfer is in
connection with the assignment and assumption of this Agreement by such
substitute counterparty without modification of its terms, other than
the
following terms: party name, dates relevant to the effective date of
such
transfer, tax representations (provided that the representations in Part
2(a)
are not modified) and any other representations regarding the status
of the
substitute counterparty of the type included in Section (c) of this Part
5 and
notice information (in which case, Party A shall provide written notice
to
S&P with respect thereto), which entity (or a guarantor therefor) meets
or
exceeds the Hedge Counterparty Ratings Requirement and which entity is
able to
comply with the financial information disclosure requirements of Item
1115 of
Regulation AB or (c) obtain a guaranty of the Party A’s obligations under this
Agreement from an affiliate of the Party A that is able to comply with
the
financial information disclosure requirements of Item 1115 of Regulation
AB,
such that disclosure provided in respect of the affiliate will satisfy
any
disclosure requirements applicable with respect to the Counterparty,
and cause
such affiliate to provide Swap Financial Disclosure. If permitted by
Regulation
AB, any required Swap Financial Disclosure may be provided by incorporation
by
reference from reports filed pursuant to the Exchange Act.
(u)
Third
Party Beneficiary.
Depositor
shall be an express third party beneficiary of this Agreement as if a
party
hereto to the extent of the Depositor 's rights explicitly specified
herein
(v)
Credit
Support Default. Section
5(a)(iii)(1) of this Agreement is hereby deleted and replaced with the
following:
"(1)
The
occurrence of an Event of Default under any Credit Support Document if
such
Event of Default is continuing after any applicable grace period has
elapsed;"
(w)
Tax.
Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this
Agreement, in relation to payments by Party A, any Tax shall be an Indemnifiable
Tax and, in relation to payments by Party B, no Tax shall be an Indemnifiable
Tax. The provisions of Section 2(d)(i)(4) and 2(d)(ii) of this Agreement
shall
not apply to Party B such that Party B shall not be required to pay any
additional amounts referred to therein.
(x)
Calculations.
Notwithstanding Section 6 of this Agreement, so long as Party A is (A)
the sole
Affected
Party (other than pursuant to an Illegality or a Tax Event) or (B) the
Defaulting Party in respect
of any Event of Default, paragraphs (i) to (vii) below shall apply:
(i) Notwithstanding
Part 1(f) hereof, “Market Quotation” shall apply, and the definition of “Market
Quotation” shall be deleted in its entirety and replaced with the
following:
““Market
Quotation”
means,
with respect to one or more Terminated Transactions, a Live Bid which
is (1)
made by a Reference Market-maker that is an Eligible Replacement, (2)
for an
amount that would be paid to Party B (expressed as a negative number)
or by
Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Reference Market-maker to enter into a transaction
(the
“Replacement
Transaction”)
that
would have the effect of preserving for such party the economic equivalent
of
any payment or delivery (whether the underlying obligation was absolute
or
contingent and assuming the satisfaction of each applicable condition
precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transactions
or group of Terminated Transactions that would, but for the occurrence
of the
relevant Early Termination Date, have been required after that date,
(3) made on
the basis that Unpaid Amounts in respect of the Terminated Transaction
or group
of Transactions are to be excluded but, without limitation, any payment
or
delivery that would, but for the relevant Early Termination Date, have
been
required (assuming satisfaction of each applicable condition precedent)
after
that Early Termination Date is to be included and (4) made in respect
of a
Replacement Transaction with terms substantially the same as those of
this
Agreement (save for the exclusion of provisions relating to Transactions
that
are not Terminated Transactions).”
(ii) The
definition of “Settlement Amount” shall be deleted in its entirety and replaced
with the following:
“Settlement
Amount”
means,
with respect to any Early Termination Date, an amount (as determined
by Party B
based on information provided by the Reference Market-Maker) equal to
the
Termination Currency Equivalent of the amount (whether positive or negative)
of
any Market Quotation for the relevant Terminated Transaction or group
of
Terminated Transactions that is accepted by Party B so as to become legally
binding, provided that:
(1)
If,
on
the day falling ten Local Business Days after the day on which the Early
Termination Date is designated or such later day as Party B may specify
in
writing to Party A (but in either case no later than the Early Termination
Date)
(such day the “Latest
Settlement Amount Determination Day”),
no
Market Quotation for the relevant Terminated Transaction or group of
Terminated
Transactions has been accepted by Party B so as to become legally binding
and
one or more Market Quotations have been made and remain capable of becoming
legally binding upon acceptance, the Settlement Amount shall equal the
Termination Currency Equivalent of the amount (whether positive or negative)
of
the lowest of such Market Quotations (for the avoidance of doubt, the
lowest of
such Market Quotations shall be the lowest Market Quotation of such Market
Quotations expressed as a positive number or, if any of such Market Quotations
is expressed as a negative number, the Market Quotation expressed as
a negative
number with the largest absolute value); and
(2) If,
on
the Latest Settlement Amount Determination Day, no Market Quotation for
the
relevant Terminated Transaction or group of Terminated Transactions is
accepted
by Party B so as to become legally binding and no Market Quotations have
been
made and remain capable of becoming legally binding upon acceptance,
the
Settlement Amount shall equal Party B’s Loss (whether positive or negative and
without reference to any Unpaid Amounts) for the relevant Terminated
Transaction
or group of Terminated Transactions.
(iii) For
the
purpose of clause (4) of the definition of Market Quotation, Party B
shall
determine, based on information provided by the Reference Market-Maker,
whether
a Live Bid is made in respect of a Replacement Transaction with commercial
terms
substantially the same as those of this Agreement (save for the exclusion
of
provisions relating to Transactions that are not Terminated
Transactions).
(iv) At
any
time on or before the Latest Settlement Amount Determination Day at which
two or
more Market Quotations remain capable of becoming legally binding upon
acceptance, Party B shall be entitled to accept only the lowest of such
Market
Quotations (for the avoidance of doubt, the lowest of such Market Quotations
shall be the lowest Market Quotation of such Market Quotations expressed
as a
positive number or, if any of such Market Quotations is expressed as
a negative
number, the Market Quotation expressed as a negative number with the
largest
absolute value).
(v) If
Party
B requests Party A in writing to obtain Market Quotations, Party A shall
use its
reasonable efforts to do so before the Latest Settlement Amount Determination
Day.
(vi) If
the
Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement
shall be deleted in its entirety and replaced with the following:
“Second
Method and Market Quotation.
If
Second Method and Market Quotation apply, (1) Party B shall pay to Party
A an
amount equal to the absolute value of the Settlement Amount in respect
of the
Terminated Transactions, (2) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party
A shall
pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
owing
to Party B; provided that, (i) the amounts payable under (2) and (3)
shall be
subject to netting in accordance with Section 2(c) of this Agreement
and (ii)
notwithstanding any other provision of this Agreement, any amount payable
by
Party A under (3) shall not be netted-off against any amount payable
by Party B
under (1).”
(vii) For
purposes of this Part 5(x),
“Eligible
Replacement”
means
an entity (A) satisfying the Hedge Counterparty Ratings Requirement or
(B) whose
present and future obligations owing to Party B are guaranteed pursuant
to a
guarantee provided by a guarantor satisfying the Hedge Counterparty Ratings
Requirements.
“Live
Bid”
means
a
firm quotation from a Reference Market-maker that is an Eligible Replacement
which, when made, was capable of becoming legally binding upon
acceptance.
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(y)
|
Rating
Agency Notifications.
Notwithstanding any other provision of this Agreement, this
Agreement
shall not be amended, no Early Termination Date shall be effectively
designated by Party B, and no transfer of any rights or obligations
under
this Agreement shall be made (other than a transfer of all
of Party A’s
rights and obligations with respect to this Agreement in accordance
with
Part 5(e) above) unless each Rating Agency has been given prior
written
notice of such amendment, designation or
transfer.
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(z)
Applicable
Rating Agency.
Rating
triggers and other Rating Agency-related provisions herein apply only
for so
long as that particular Rating Agency is rating the certificates.
|
(aa)
|
Timing
of Payments by Party B upon Early Termination.
Notwithstanding anything to the contrary in Section 6(d)(ii),
to the
extent that all or a portion (in either case, the “Unfunded Amount”) of
any amount that is calculated as being due in respect of any
Early
Termination Date under Section 6(e) from Party B to Party A
will be paid
by Party B from amounts other than any upfront payment paid
to Party B by
an Eligible Replacement that has entered a Replacement Transaction
with
Party B, then such Unfunded Amount shall be due on the next
subsequent
Distribution Date following the date on which the payment would
have been
payable as determined in accordance with Section 6(d)(ii),
and on any
subsequent Distribution Dates until paid in full (or if such
Early
Termination Date is the final Distribution Date, on such final
Distribution Date); provided, however, that if the date on
which the
payment would have been payable as determined in accordance
with Section
6(d)(ii) is a Distribution Date, such payment will be payable
on such
Distribution Date.
|
IN
WITNESS WHEREOF,
the
parties have executed this document by their duly authorized officers
with
effect from the date so specified on the first page hereof.
|
Credit
Suisse International
|
U.S.
Bank National Association,
not
individually, but solely as
trustee
on behalf of the Supplemental Interest Trust created under
the
Pooling
and Servicing Agreement for
HOME
EQUITY MORTGAGE TRUST SERIES 2006-6, Home
Equity Mortgage Pass-Through Certificates, Series
2006-6
|
|
By:_________________________________
Name:
Title:
|
By:________________________________
Name:
Title:
|
|
By:_________________________________
Name:
Title:
|
EXHIBIT
DD
FORM
OF
CONFIRMATION TO THE SWAP AGREEMENT
\
| |
CREDIT
SUISSE INTERNATIONAL
|
|
| One Cabot Square, | Telephone ▇▇▇ ▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ | ▇▇▇.▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ | |
Facsimile
Cover Sheet
To:
U.S.
Bank
National Association, not individually, but created
under the Pooling and Servicing Agreement for the Home Equity Mortgage
Trust 2006-6, Home Equity Mortgage Pass-Through Certificates, Series
2006-6
Attention:
▇▇▇▇▇▇▇▇
▇▇▇▇▇, CSi Marketer
Fax
number:
To
be
delivered by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Date:
29
December 2006
Pages
(including cover page): 5
Our
Reference
No:
External ID: 9366065NOV / Risk ID: 563560007
Credit
Suisse International has entered into a transaction with you as attached.
Please
find attached a letter agreement (the "Confirmation") which confirms the
terms
and conditions of the above transaction.
If
you
agree with the terms specified therein, please
arrange for the Confirmation to be signed by your authorised
signatories
and
return a signed copy to this office to the facsimile listed below.
|
For
Interest Rate Products:
Telephone
Numbers: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
Email:
▇▇▇▇.▇▇▇-▇▇▇-▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
|
|
For
Equity Derivatives:
Telephone
numbers: (▇▇▇) ▇▇▇-▇▇▇▇ / (▇▇▇) ▇▇▇-▇▇▇▇ / (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
|
|
For
Credit Derivatives:
Telephone
Numbers: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
Email:
▇▇▇▇.▇▇▇-▇▇▇-▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
|
|
We
are
delighted to have entered into this transaction with you.
CONFIDENTIALITY
NOTICE: This facsimile is intended only for the use of the individual or
entity
to which it is addressed and may contain information which is privileged
and
confidential. If the reader of this message is not the intended recipient
or an
employee or agent responsible for delivering the message to the intended
recipient, you are hereby notified that any dissemination, distribution
or
copying of this communication is strictly prohibited. If you have received
this
communication in error, please notify us immediately by telephone and return
the
original message to us by mail. Thank you.
|
Registered
Office as above.
Registered
with unlimited liability in England under No. 2500199
Authorised
and regulated by The Financial Services Authority
VAT
No: GB 447 0737 41
|
|
Novation
Confirmation
Date:
29
December 2006
To:
U.S.
Bank
National Association, not individually, but solely as trustee on behalf
of
the Supplemental Interest
Trust created under the Pooling and Servicing
Agreement for the Home Equity Mortgage Trust
2006-6, Home Equity Mortgage Pass-Through Certificates, Series
2006-6
To:
Credit
Suisse Management LLC
From:
Credit
Suisse International “CSi”
Re:
Novation
Transaction
External
ID:
9366065NOV
Dear
Sir/Madam:
The
purpose of this letter is to confirm the terms and conditions of the Novation
Transaction entered into between the parties and effective from the Novation
Date specified below. This Novation Confirmation constitutes a “Confirmation” as
referred to in the New Agreement specified below.
1.
The
definitions and provisions contained in the 2004 ISDA Novation Definitions
(the
“Definitions”) and
the
terms and provisions of the 2000 ISDA definitions (the “Product Definitions”),
each as published by the International Swaps and Derivatives Association,
Inc.
and amended from time to time, are incorporated in this Novation Confirmation.
In the event of any inconsistency between (i) the Definitions, (ii) the
Product
Definitions and/or (iii) the Novation Agreement and this Novation Confirmation,
this Novation Confirmation will govern. In the event of any inconsistency
between the Novation Confirmation and the New Confirmation, the New Confirmation
will govern for the purpose of the New Transaction.
2. The
terms
of the Novation Transaction to which this Novation Confirmation relates
are as
follows:
|
Novation
Date:
|
29
December 2006
|
|
|
Novated
Amount:
|
100%
of the Notional Amount as set out in the New Confirmation
|
|
|
Transferor:
|
Credit
Suisse Management LLC
|
|
|
Transferee:
|
U.S.
Bank National Association, not individually, but solely as trustee
on
behalf of the Supplemental Interest Trust created under the Pooling
and
Servicing Agreement for the Home Equity Mortgage Trust 2006-6,
Home Equity
Mortgage Pass-Through Certificates, Series 2006-6
|
|
|
Remaining
Party:
|
Credit
Suisse International
|
|
|
New
Agreement (between Transferee and Remaining Party):
|
1992
ISDA Master Agreement dated as of 29
December 2006
|
3.
The
terms
of the Old Transaction to which this Novation Confirmation relates, for
identification purposes, are as follows:
|
Trade
Date of Old Transaction:
|
21
December 2006
|
|
|
Effective
Date of Old Transaction:
|
29
December 2006
|
|
|
Termination
Date of Old Transaction:
|
25
December 2011
|
4. The
terms
of the New
Transaction to which this Novation Confirmation relates shall be as specified
in
the New Confirmation attached hereto as Exhibit A.
|
Full
First Calculation Period:
|
Applicable
|
5. Miscellaneous
Provisions:
|
Non-Reliance:
|
Applicable
|
For
the
purpose of facilitating this Transaction, an Affiliate of CSi, which is
organized in the United States of America (the “Agent”), has acted as agent for
CSi. The Agent is not a principal with respect to this Transaction and
shall
have no responsibility or liability to the parties as a principal with
respect
to this Transaction.
Credit
Suisse International is authorized and regulated by the Financial Services
Authority and has entered into this transaction as principal. The time
at which
the above transaction was executed will be notified to the parties on
request.
The
parties confirm their acceptance to be bound by this Novation Confirmation
as of
the Novation Date by executing a copy of this Novation Confirmation and
returning it to us. The Transferor, by its execution of a copy of this
Novation
Confirmation, agrees to the terms of the Novation Confirmation as it relates
to
the Old Transaction. The Transferee, by its execution of a copy of this
Novation
Confirmation, agrees to the terms of the Novation Confirmation as it relates
to
the New Transaction.
Credit
Suisse International
By:
…………………………………
Name:
Title:
Credit
Suisse Management LLC
By:
………………………………
Name:
Title:
U.S.
Bank
National Association, not in its individual capacity, but solely as trustee
on
behalf of the Supplemental Interest Trust created under the Pooling and
Servicing Agreement for the Home Equity Mortgage Trust 2006-6, Home Equity
Mortgage Pass-Through Certificates, Series 2006-6
By:
………………………………………
Name:
Title:
Our
Reference No: External ID: 9366065NOV / Risk ID: 563560007
EXHIBIT
A
This
New
Confirmation amends, restates and supersedes in its entirety all Confirmation(s)
dated prior to the date hereof in respect of this New Transaction.
\
| |
CREDIT
SUISSE INTERNATIONAL
|
|
| One Cabot Square, | Telephone ▇▇▇ ▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ | ▇▇▇.▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ | |
Facsimile
Cover Sheet
To: U.S.
Bank
National Association, not individually, but solely as trustee on behalf
of the
Supplemental Interest Trust created under
the
Pooling Servicing Agreement for the Home Equity Mortgage Trust 2006-6,
Home
Equity Mortgage Pass-Through Certificates, Series 2006-6
Attention: ▇▇▇▇▇▇▇▇
▇▇▇▇▇, CSi Marketer
Fax
number: To
be
delivered by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Date: 29
December 2006
Pages
(including cover page): 9
Our
Reference
No: External
ID: 9366065N3 / Risk ID: 563560007
Credit
Suisse International has entered into a transaction with you as attached.
Please
find attached a letter agreement (the "Confirmation") which confirms
the terms
and conditions of the above transaction.
If
you
agree with the terms specified therein, please
arrange for the Confirmation to be signed by your authorised
signatories
and
return a signed copy to this office to the facsimile listed below.
|
For
Interest Rate Products:
Telephone
Numbers: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
Email:
▇▇▇▇.▇▇▇-▇▇▇-▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
|
|
For
Equity Derivatives:
Telephone
numbers: (▇▇▇) ▇▇▇-▇▇▇▇ / (▇▇▇) ▇▇▇-▇▇▇▇ / (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
|
|
For
Credit Derivatives:
Telephone
Numbers: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
Email:
▇▇▇▇.▇▇▇-▇▇▇-▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
|
|
We
are delighted to have entered into this transaction with
you.
CONFIDENTIALITY
NOTICE: This facsimile is intended only for the use of the individual
or entity
to which it is addressed and may contain information which is privileged
and
confidential. If the reader of this message is not the intended recipient
or an
employee or agent responsible for delivering the message to the intended
recipient, you are hereby notified that any dissemination, distribution
or
copying of this communication is strictly prohibited. If you have received
this
communication in error, please notify us immediately by telephone and
return the
original message to us by mail. Thank you.
|
Registered
Office as above
Registered
with unlimited liability in England under No. 2500199
Authorised
and Regulated by the Financial Services Authority
VAT
No: GB 447 0737 41
|
|
29
December 2006
U.S.
Bank
National Association, not individually, but solely as trustee on behalf
of the
Supplemental Interest Trust created under the Pooling Servicing Agreement
for
the Home Equity Mortgage Trust 2006-6, Home Equity Mortgage Pass-Through
Certificates, Series 2006-6
External
ID: 9366065N3
______________________________________________________________________________
Dear
Sir/Madam
The
purpose of this letter agreement (this "Confirmation") is to confirm
the terms
and conditions of the Transaction entered into between us on the Trade
Date
specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.
In
this Confirmation "CSi" means Credit Suisse International and "Counterparty"
means U.S. Bank National Association, not individually, but solely as
trustee on
behalf of the Supplemental Interest Trust created under the Pooling Servicing
Agreement for the Home Equity Mortgage Trust 2006-6, Home Equity Mortgage
Pass
Through Certificates, Series 2006-6.
|
1.
|
The
definitions and provisions contained in the 2000 ISDA Definitions
(as
published by the International Swaps and Derivatives Association,
Inc.)
(the "Definitions") are incorporated into this Confirmation.
In the event
of any inconsistency between those definitions and provisions
and this
Confirmation, this Confirmation will govern. References herein
to a
"Transaction" shall be deemed to be references to a "Swap Transaction"
for
the purposes of the 2000 ISDA
Definitions.
|
|
This
Confirmation supplements, forms part of, and is subject to,
the 1992 ISDA
Master Agreement dated as of 29 December 2006 as amended and
supplemented
from time to time (the "Agreement"), between you and us. All
provisions
contained in the Agreement govern this Confirmation except
as expressly
modified below.
|
|
CSi
and Counterparty each represents to the other that it has entered
into
this Swap Transaction in reliance upon such tax, accounting,
regulatory,
legal, and financial advice as it deems necessary and not upon
any view
expressed by the other.
|
|
Capitalized
terms used but not defined herein or in the Definitions shall
have the
meanings given to such terms in the Pooling and Servicing Agreement
dated
as of December 1, 2006, among Credit Suisse First Boston Mortgage
Securities Corp. as Depositor, DLJ Mortgage Captial, Inc. as
Seller,
Select Portfolio Servicing, Inc. as Servicer and U.S. Bank
National
Association as Trustee for Home Equity Mortgage Trust 2006-6,
as amended
and supplemented from time to time (the "PSA
").
|
|
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
Notional
Amount:
For
any
Payment Date:
1.
If the
aggregate Class Principal Balance of the Offered Certificates (other
than the
Class A-R Certificates) for the immediately preceding Distribution Date
after
giving effect to distributions on such preceding Distribution Date (or
as of the
Closing Date for the first Payment Date) is greater than the Lower Bound
and
less than the Upper Bound, the Notional Amount will be the aggregate
class
principal balance of the Offered Certificates (other than the Class A-R
Certificates) for the immediately preceding Distribution Date after giving
effect to distributions on such preceding Distribution Date (or as of
the
Closing Date for the first Distribution Date).
2.
If the
aggregate Class Principal Balance of the Offered Certificates (other
than the
Class A-R Certificates) for the immediately preceding Distribution Date
after
giving effect to distributions on such preceding Distribution Date (or
as of the
Closing Date for the first Payment Date) is less than or equal to the
Lower
Bound, the Notional Amount will be the Lower Bound.
3.
If the
aggregate Class Principal Balance of the Offered Certificates (other
than the
Class A-R Certificates) for the immediately preceding Distribution Date
after
giving effect to distributions on such preceding Distribution Date (or
as of the
Closing Date for the first Payment Date) is greater than or equal to
the Upper
Bound, the Notional Amount will be the Upper Bound.
Trade
Date:
21
December 2006
Effective
Date:
29
December 2006
|
Termination
Date:
|
25
December 2011, subject to adjustment in accordance with the
Following
Business Day Convention
|
Fixed
Amounts:
Fixed
Rate
Payer:
Counterparty
Fixed
Rate Payer
Period
End
Dates: The
25th
calendar
day of each month, commencing on 25 January 2007, subject to No
Adjustment.
Fixed
Rate Payer Payment
Dates:
One
Business Day prior to Fixed Rate Payer Period End Date.
Fixed
Rate Payer
Initial
Calculation
Period
From
and
including 29 December 2006 up to but excluding the Fixed Rate Payer Period
End
Date scheduled to occur on 25 January 2007.
Fixed
Rate:
5.250
%
per annum
Fixed
Rate
Day
Count
Fraction:
30/360
Floating
Amounts:
Floating
Rate
Payer:
CSi
Floating
Rate Payer
Period
End
Dates: The
25th
calendar
day of each month commencing on 25 January 2007, subject to adjustment
in
accordance with the Following Business Day Convention.
Floating
Rate Payer
Payment
Dates:
One
Business Day prior to the Fixed Rate Payer Period End Date.
Floating
Rate Payer
Initial
Calculation
Period
From
and
including 29 December 2006 up to but excluding the Floating Rate payer
Period
End Date scheduled to occur on 25 January 2007.
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|
Designated
Maturity:
|
1
Month
|
Floating
Rate
Day
Count
Fraction:
Actual/360
|
Reset
Dates:
|
The
first day of each Calculation Period
|
Compounding:
Inapplicable
Business
Day:
New
York, Illinois, Minnesota or Utah
Calculation
Agent:
CSi
3.
Upfront
Payment:
Upfront
Payer:
Counterparty
Upfront
Amount:
USD
150,000
Upfront
Payment
Date:
Effective Date
|
4.
|
Account
Details:
|
Payments
to
CSi:
As
advised separately in writing
Payments
to
Counterparty:
U.S.
Bank National Association
ABA:
▇▇▇▇▇▇▇▇▇
DDA:
173103322058
Ref:
CSFBMSC HEMT 2006-6
Attn:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
5.
Calculation
of Market Quotation or Loss following a designation of an Early Termination
Date:
Upon
designation of an Early Termination Date with respect to this Transaction,
the
relevant party in calculating the Market Quotation or Loss, as appropriate,
for
this Transaction shall take into account the anticipated amortization
of the
aggregate Class Principal Balance of the Offered Certificates for all
Calculation Periods that would otherwise have ended on Period End Dates
that
would otherwise have fallen after such Early Termination Date.
For
the
purpose of facilitating this Transaction, an Affiliate of CSi, which
is
organized in the United States of America (the “Agent”), has acted as agent for
CSi. The Agent is not a principal with respect to this Transaction and
shall
have no responsibility or liability to the parties as a principal with
respect
to this Transaction.
Credit
Suisse International is authorized and regulated by the Financial Services
Authority and has entered into this transaction as principal. The time
at which
the above transaction was executed will be notified to Counterparty on
request.
ADDITIONAL
TERMS
|
Distribution
Date
|
Lower
Bound
|
Upper
Bound
|
|
1/25/2007
|
272,525,000
|
272,525,000
|
|
2/25/2007
|
267,183,510
|
267,216,213
|
|
3/25/2007
|
261,542,243
|
261,637,626
|
|
4/25/2007
|
254,647,360
|
255,772,888
|
|
5/25/2007
|
245,681,288
|
249,641,076
|
|
6/25/2007
|
236,360,933
|
243,250,365
|
|
7/25/2007
|
229,057,263
|
236,625,282
|
|
8/25/2007
|
220,963,270
|
229,774,003
|
|
9/25/2007
|
210,144,028
|
222,726,507
|
|
10/25/2007
|
200,142,360
|
215,864,327
|
|
11/25/2007
|
188,423,785
|
209,192,915
|
|
12/25/2007
|
175,342,585
|
202,706,820
|
|
1/25/2008
|
164,768,615
|
196,397,867
|
|
2/25/2008
|
154,112,888
|
190,263,329
|
|
3/25/2008
|
144,274,735
|
184,303,207
|
|
4/25/2008
|
136,807,550
|
178,503,875
|
|
5/25/2008
|
129,803,658
|
172,870,783
|
|
6/25/2008
|
124,407,663
|
167,393,031
|
|
7/25/2008
|
119,120,678
|
162,073,343
|
|
8/25/2008
|
113,670,178
|
156,903,544
|
|
9/25/2008
|
107,293,093
|
151,883,633
|
|
10/25/2008
|
100,479,968
|
147,005,436
|
|
11/25/2008
|
92,276,965
|
142,266,226
|
|
12/25/2008
|
85,790,870
|
137,666,004
|
|
1/25/2009
|
80,204,108
|
133,204,770
|
|
2/25/2009
|
74,944,375
|
128,874,347
|
|
3/25/2009
|
69,902,663
|
124,672,012
|
|
4/25/2009
|
64,615,678
|
120,597,763
|
|
5/25/2009
|
61,263,620
|
116,643,425
|
|
6/25/2009
|
57,039,483
|
112,811,724
|
|
7/25/2009
|
54,041,708
|
109,094,483
|
|
8/25/2009
|
50,471,630
|
105,486,252
|
|
9/25/2009
|
47,283,088
|
102,000,657
|
|
10/25/2009
|
43,494,990
|
98,629,523
|
|
11/25/2009
|
39,625,135
|
95,367,399
|
|
12/25/2009
|
36,763,623
|
92,211,559
|
|
1/25/2010
|
34,147,383
|
89,162,004
|
|
2/25/2010
|
-
|
86,213,284
|
|
Distribution
Date
|
Lower
Bound
|
Upper
Bound
|
|
3/25/2010
|
-
|
83,359,947
|
|
4/25/2010
|
-
|
80,596,544
|
|
5/25/2010
|
-
|
77,931,249
|
|
6/25/2010
|
-
|
75,350,437
|
|
7/25/2010
|
-
|
72,854,108
|
|
8/25/2010
|
-
|
70,439,537
|
|
9/25/2010
|
-
|
68,106,723
|
|
10/25/2010
|
-
|
65,847,491
|
|
11/25/2010
|
-
|
63,664,565
|
|
12/25/2010
|
-
|
61,555,222
|
|
1/25/2011
|
-
|
59,514,010
|
|
2/25/2011
|
-
|
57,538,203
|
|
3/25/2011
|
-
|
55,630,528
|
|
4/25/2011
|
-
|
53,785,534
|
|
5/25/2011
|
-
|
52,000,495
|
|
6/25/2011
|
-
|
50,272,687
|
|
7/25/2011
|
-
|
48,604,834
|
|
8/25/2011
|
-
|
46,988,761
|
|
9/25/2011
|
-
|
45,427,192
|
|
10/25/2011
|
-
|
43,917,404
|
|
11/25/2011
|
-
|
42,459,395
|
|
12/25/2011
|
-
|
41,044,990
|
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
signing and returning this Confirmation.
Yours
faithfully,
Credit
Suisse International
By:______________________________
Name:
Title:
Confirmed
as of the date first written above:
U.S.
Bank
National Association, not individually, but solely as trustee on behalf
of the
Supplemental Interest Trust created under the Pooling Servicing Agreement
for
the Home Equity Mortgage Trust 2006-6, Home Equity Mortgage Pass-Through
Certificates, Series 2006-6
By:________________________________
Name:
Title:
Our
Reference No: External ID: 9366065N3 / Risk ID: 563560007
Elections
and Variables
to
the ISDA Credit Support Annex
dated
as of December
29,
2006
between
|
Credit
Suisse International
|
and
|
U.S.
Bank National Association, not individually, but solely as trustee
on
behalf of the Supplemental Interest Trust created under the Pooling
and
Servicing Agreement for HOME EQUITY MORTGAGE TRUST SERIES 2006-6,
Home
Equity Mortgage Pass-Through Certificates, Series
2006-6
|
|
_______________________________________
("Party
A")
|
_________________________________________
("Party
B")
|
Paragraph
13.
(a)
Security
Interest for "Obligations".
The
term
"Obligations"
as used
in this Annex includes the following additional obligations:
With
respect to Party A: None.
With
respect to Party B: None.
|
(b)
|
Credit
Support Obligations.
|
|
(i)
|
Delivery
Amount, Return Amount and Credit Support
Amount.
|
(A) "Delivery
Amount"
has the
meaning specified in Paragraph 3(a), except that the words "upon a demand
made
by the Secured Party" shall be deleted and the word "that" on the second
line of
Paragraph 3(a) shall be replaced with the word "a".
(B) Paragraph
4(b) is hereby amended by the insertion of the words "(i) in respect of
a
Transfer pursuant to Paragraph 3(b)," immediately prior to the words "if
a
demand for" and the insertion of the words "; and (ii) in respect of a
Transfer
pursuant to Paragraph 3(a), the relevant Transfer will be made not later
than
the close of business on the Local Business Day following the Valuation
Date"
immediately prior to the period.
(C) "Return
Amount"
has the
meaning specified in Paragraph 3(b).
(D) "Credit
Support Amount"
for a
Valuation Date shall mean zero; provided
that,
if
the Threshold in respect of Party A is zero on such Valuation Date,
"Credit
Support Amount"
shall
mean one of the following if one of the following specified events have
occurred
on such Valuation Date:
|
(i)
|
if
a Moody's Collateralization Event has occurred and is continuing
but (a)
no ▇▇▇▇▇'▇ Rating Event has occurred and is continuing or (b)
less than 30
Local Business Day have elapsed since the last time that no ▇▇▇▇▇'▇
Rating
Event had occurred and was continuing, "Credit
Support Amount"
shall mean an amount in USD equal to the greater of (1) the sum
of (a) the
Secured Party’s Exposure and (b) the First Trigger Collateral Amount (as
defined below) for each Transaction hereunder and (2)
zero;
|
|
(ii)
|
so
long as a Moody's Ratings Event has occurred and is continuing
and 30 or
more Local Business Days have elapsed since the last time that
no ▇▇▇▇▇'▇
Rating Event had occurred and was continuing, "Credit
Support Amount"
shall mean an amount in USD equal to the greatest of (1) the
sum of (a)
the Secured Party’s Exposure and (b) the Second Trigger Collateral Amount
(as defined below) for each Transaction hereunder, (2) an amount
equal to
the Floating Amount payable by Party A pursuant to each Transaction
hereunder in respect of the first Floating Rate Payer Payment
Date
scheduled to occur on or after such Valuation Date and (3) zero;
and
|
|
(iii)
|
if
an S&P Collateralization Event or an S&P Ratings Event has
occurred and is continuing, "Credit
Support Amount"
shall mean an amount in USD equal to the greater of (1) the sum
of (a) the
Secured Party's Exposure and (b) the Notional Volatility Buffer
and (2)
zero.
"Notional
Volatility Buffer",
as determined by the Valuation Agent for any date, means the
product of
(i) the Notional Amount of the Transaction on such date, (ii)
the Payment
Factor, and (iii) the Volatility Buffer Percentage for such date
as set
out in the table below on such date,
|
|
Party
A S&P Rating on such date
|
Remaining
Weighted Average Life Maturity up to 3 years
|
Remaining
Weighted Average Life Maturity up to 5 years
|
Remaining
Weighted Average Life Maturity up
to 10 years
|
Remaining
Weighted Average Life Maturity up
to 30 years
|
|
S&P
S-T Rating of "A-1" or above
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|
S&P
S-T Rating of “A-2”
|
2.75%
|
3.25%
|
4.0%
|
4.75%
|
|
S&P
S-T Rating of “A-3”
|
3.25%
|
4.00%
|
5.0%
|
6.25%
|
|
S&P
L-T Rating of “BB+”
or
lower
|
3.50%
|
4.50%
|
6.75%
|
7.50%
|
L-T
Rating
means
with respect to any Person, the unsecured, unguaranteed and otherwise
unsupported long-term senior debt obligations of such Person.
S-T
Rating
means
with respect to any Person, the unsecured, unguaranteed and otherwise
unsupported short-term debt obligations of such Person.
Payment
Factor
means
1.
In
circumstances where more than one of Paragraph 13(b)(i)(C)(i), (ii) and
(iii)
apply, the Credit Support Amount shall be calculated by reference to the
paragraph which would result in Party A Transferring the greatest amount
of
Eligible Credit Support. Under no circumstances will Party A be required
to
Transfer more Eligible Credit Support than the greatest amount calculated
in
accordance with one of Paragraph 13(b)(i)(C)(i), (ii) or (iii).
First
Trigger Collateral Amount
means,
in respect of each Transaction hereunder on any date, an amount in USD
equal to
the Notional Amount of such Transaction on such date multiplied by the
Applicable Percentage set forth in the table in Exhibit A hereto.
Second
Trigger Collateral Amount
means,
in respect of each Transaction hereunder on any date, an amount in USD
equal to
the Notional Amount of such Transaction on such date multiplied by the
Applicable Percentage set forth in the applicable table in Exhibit B
hereto.
|
(ii)
|
Eligible
Collateral.
On
any date, the following items will qualify as "Eligible
Collateral"
for Party A:
|
(A) Valuation
Percentage S&P
|
(i)
Cash
|
100%
|
|
(ii)
Negotiable
debt obligations issued after 18 July 1984 by the U.S. Treasury
Department
having a residual maturity on such date of less than 1
year
|
98.0%
|
|
(iii)
Coupon-bearing
negotiable debt obligations issued after 18 July 1984 by the
U.S. Treasury
Department having a residual maturity on such date equal to or
greater
than 1 year but less than 5 years
|
93.8%
|
|
(iv) Coupon-bearing
negotiable debt obligations issued after 18 July 1984 by the
U.S. Treasury
Department having a residual maturity on such date equal to or
greater
than 5 years but less than 10 years
|
90.3%
|
(B) Valuation
Percentage Moody's
|
INTRUMENT
|
Daily
|
Weekly
|
|
U.S.
Dollar Cash
|
100%
|
100%
|
|
Fixed-Rate
Negotiable treasury Debt Issued by the U.S. Treasury Department
with
Remaining Maturity
|
||
|
<1
Year
|
100%
|
100%
|
|
1
to 2 years
|
100%
|
99%
|
|
2
to 3 years
|
100%
|
98%
|
|
3
to 5 years
|
100%
|
97%
|
|
5
to 7 years
|
100%
|
95%
|
|
7
to 10 years
|
100%
|
94%
|
|
Floating-Rate
Negotiable treasury Debt Issued by the U.S. Treasury Department
|
||
|
All
Maturities
|
100%
|
99%
|
In
circumstances where both Paragraph 13(b)(ii)(A) and (B) apply, the Valuation
Percentage for an item of Eligible Collateral shall be calculated by reference
to the paragraph which would result in the lower Valuation Percentage for
such
item of Eligible Collateral.
| (iii) |
Other
Eligible Support.
None.
|
(iv) Thresholds.
|
(A)
|
"Independent
Amount"
means with respect to Party A: Not
applicable.
|
"Independent
Amount"
means
with respect to Party B: Not applicable.
| (B) |
"Threshold"
means:
|
With
respect to Party A: infinity, provided
that if
a Collateralization Event has occurred and is continuing, the Threshold
with
respect to Party A shall be zero, unless (i) Party A has remedied such
Collateralization Event in accordance with the terms of the Agreement by
means
other than posting collateral pursuant to this Annex and a Ratings Event
has not
occurred and is not continuing or (ii)(a) a S&P Collateralization Event has
not occurred and is not continuing and (b)(1) if a Moody's Collateralization
Event has occurred and is continuing, no more than 30 Local Business Days
have
elapsed since the last time that no Moody's Collateralization Event had
occurred
and was continuing and (2) no Moody's Collateralization Event had occurred
and
was continuing when this Annex was executed, in which case the Threshold
with
respect to Party A shall remain infinity; and
|
With
respect to Party B: infinity
|
(C)
"Minimum
Transfer Amount"
means
USD 100,000 with respect to Party A and Party B; provided, however, that
if the
aggregate Class Principal Balance of Offered Certificates rated by S&P
ceases to be more than USD 50,000,000, the "Minimum
Transfer Amount"
shall be
USD 50,000.
|
(D)
|
Rounding.
The Delivery Amount will be rounded up to the nearest integral
multiple of
USD 10,000. The Return Amount will be rounded down to the nearest
integral
multiple of USD 1,000.
|
(c)
Valuation
and Timing.
(i)
"Valuation
Agent"
means
Party A. Calculations by Party A will be made by reference to commonly
accepted
market sources.
(ii)
"Valuation
Date"
means,
|
(A)
|
in
the event that a Collateralization Event other an S&P
Collateralization Event has occurred and is continuing, each
Local
Business Day which, if treated as a Valuation Date, would result in a
Delivery Amount or a Return Amount;
and
|
|
(B)
|
in
the event that only an S&P Collateralization Event has occurred and is
continuing, or a Ratings Event has occurred and is continuing,
the last
Local Business Day of each calendar
week.
|
|
(iii)
|
"Valuation
Time"
means the close of business in the city of the Valuation Agent
on the
Local Business Day before the Valuation Date or date of calculation,
as
applicable, provided
that the calculations of Value and Exposure will be made as of
approximately the same time on the same date.
|
(iv)
"Notification
Time"
means
4:00 p.m., London time, on a Local Business Day.
(d)
Conditions
Precedent and Secured Party's Rights and Remedies.
No
events
shall constitute a "Specified Condition."
|
(e)
|
Substitution.
|
|
(i)
|
"Substitution
Date"
has the meaning specified in Paragraph
4(d)(ii).
|
|
(ii)
|
Consent.
The Pledgor must obtain the Secured Party's prior consent to
any
substitution pursuant to Paragraph 4(d) and
shall give to the Secured Party not less than two (2) Local Business
Days’
notice thereof specifying the items of Posted Credit Support
intended for
substitution.
|
|
(f)
|
Dispute
Resolution.
|
|
(i)
|
"Resolution
Time"
means 4:00 p.m. London time on the Local Business Day following
the date
on which the notice of the dispute is given under Paragraph
5.
|
|
(ii)
|
Value.
For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date,
the Value of
Eligible Collateral and Posted Collateral will be calculated
as follows:
|
(A) with
respect to any Cash; the amount thereof; and
|
(B)
|
with
respect to any Eligible Collateral comprising securities; the
sum of
(a)(x) the last bid price on such date for such securities on
the
principal national securities exchange on which such securities
are
listed, multiplied by the applicable Valuation Percentage or
(y) where any
such securities are not listed on a national securities exchange,
the bid
price for such securities quoted as at the close of business
on such date
by any principal market maker for such securities chosen by the
Valuation
Agent, multiplied by the applicable Valuation Percentage or (z)
if no such
bid price is listed or quoted for such date, the last bid price
listed or
quoted (as the case may be), as of the day next preceding such
date on
which such prices were available; multiplied by the applicable
Valuation
Percentage; plus (b) the accrued interest on such securities
(except to
the extent that such interest shall have been paid to the Pledgor
pursuant
to Paragraph 6(d)(ii) or included in the applicable price referred
to in
subparagraph (a) above) as of such
date.
|
|
(iii)
|
Alternative.
The provisions of Paragraph 5 will apply provided the obligation
of the
appropriate party to deliver the undisputed amount to the other
party will
not arise prior to the time that would otherwise have applied
to the
Transfer pursuant to, or deemed made, under Paragraph 3 if no
dispute had
arisen.
|
|
(g)
|
Holding
and Using Posted
Collateral.
|
|
(i)
|
Eligibility
to Hold Posted Collateral; Custodians:
|
|
The
Supplemental Interest Trust Trustee (as defined in the (PSA)
will be
entitled to hold Posted Collateral pursuant to Paragraph
6(b).
|
|
(ii)
|
Use
of Posted Collateral.
The provisions of Paragraph 6(c) will not apply to Party B. Therefore,
Party B will not have any of the rights specified in Paragraph
6(c)(i) or
6(c)(ii).
|
|
(h)
|
Distributions
and Interest Amount.
|
|
(i)
|
Interest
Rate. The
“Interest
Rate”
will be the actual interest rate earned on Posted Collateral
in the form
of Cash that is held by Party B or its Custodian. Posted Collateral
in the
form of Cash shall be invested in such overnight (or redeemable
within two
Local Business Days of demand) Eligible Investments rated at
least AAAm or
AAAm-G by S&P and Prime-1 by Moody’s or Aaa by Moody’s as directed by
Party A (unless (x) an Event of Default or an Additional Termination
Event
has occurred with respect to which Party A is the defaulting
or sole
Affected Party or (y) an Early Termination Date has been designated,
in
which case such investment shall be held uninvested). Gains and
losses
incurred in respect of any investment of Posted Collateral in
the form of
Cash in Eligible Investments as directed by Party A shall be
for the
account of Party A..
|
|
(ii)
|
Transfer
of Interest Amount.
The Transfer of the Interest Amount will be made on any Local
Business Day
on which Posted Collateral in the form of Cash is Transferred
to the
Pledgor pursuant to Paragraph 3(b), provided that such Interest
Amount has
been received prior thereto.
|
|
(iii)
|
Alternative
to Interest Amount.
The provisions of Paragraph 6(d)(ii) will
apply.
|
|
(i)
|
Additional
Representation(s).
|
There
are
no additional representations by either party.
|
(j)
|
Demands
and Notices.
|
All
demands, specifications and notices under this Annex will be made pursuant
to
the Notices Section of this Agreement, save that any demand, specification
or
notice:
|
(i) shall
be given to or made at the following
addresses:
|
If
to
Party A:
Address:
One
▇▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇▇▇▇
▇▇▇ ▇▇▇
|
▇▇▇▇▇▇▇
Telephone:
44
20
7888 3083
Facsimile:
44
20
7883 7987
Attention:
Collateral
Management Unit
|
If
to Party B:
|
As
set
forth in Part 4(a) of the Schedule;
|
or
at such other address as the relevant party may from time to
time
designate by giving notice (in accordance with the terms of this
paragraph) to the other party;
|
|
(ii)
|
shall
(unless otherwise stated in this Annex) be deemed to be effective
at the
time such notice is actually received unless such notice is received
on a
day which is not a Local Business Day or after the Notification
Time on
any Local Business Day in which event such notice shall be deemed
to be
effective on the next succeeding Local Business
Day.
|
|
(k)
|
Address
for Transfers.
|
|
Party
A: To be notified to Party B by Party A at the time of the request
for the
Transfer.
|
|
Party
B: To be notified to Party A by Party B at the time of the request
for the
Transfer.
|
|
(l)
|
Other
Provisions.
|
|
(i)
|
Additional
Definitions
|
As
used
in this Annex:
|
"Equivalent
Collateral" means,
with respect to any security constituting Posted Collateral,
a security of
the same issuer and, as applicable, representing or having the
same class,
series, maturity, interest rate, principal amount or liquidation
value and
such other provisions as are necessary for that security and
the security
constituting Posted Collateral to be treated as equivalent in
the market
for such securities;
|
|
"Local
Business Day" means:
(i) any day on which commercial banks are open for business (including
dealings in foreign exchange and foreign currency deposits) in
London, and
(ii) in relation to a Transfer of Eligible Collateral, a day
on which the
clearance system agreed between the parties for the delivery
of Eligible
Collateral is open for acceptance and execution of settlement
instructions
(or in the case of a Transfer of Cash or other Eligible Collateral
for
which delivery is contemplated by other means, a day on which
commercial
banks are open for business (including dealings for foreign exchange
and
foreign currency deposits) in New York and such other places
as the
parties shall agree); and
|
"transaction-specific
▇▇▇▇▇▇"
has the
meaning given to such term in "Framework for De-linking Hedge Counterparty
Risks
from Global Structured Finance Cashflow Transactions Moody's Methodology"
published by ▇▇▇▇▇'▇ Investors Service and dated May 25, 2006.
|
(ii)
|
Events
of Default
|
|
Paragraph
7 shall be deleted and replaced in its entirety by the following
paragraph:
|
"For
the
purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default
will
exist with respect to a party if that party fails (or fails to cause its
Custodian) to make, when due, any Transfer of Posted Credit Support or
the
Interest Amount, as applicable, required to be made by it and that failure
continues for two Local Business Days after the notice of that failure
is given
to that party, except that (A) if such failure would constitute an Additional
Termination Event under another provision of this Agreement and (B) no
more than
30 Local Business Days have elapsed since the last time that no ▇▇▇▇▇'▇
Rating
Event has occurred and was continuing, then such failure shall be an Additional
Termination Event and not an Event of Default".
.
|
(iii)
|
Return
of Fungible
Securities
|
|
In
lieu of returning to the Pledgor pursuant to Paragraphs 3(b),
4(d), 5 and
8(d) any Posted Collateral comprising securities the Secured
Party may
return Equivalent Collateral.
|
|
(iv)
|
Covenants
of the Pledgor
|
|
So
long as the Agreement is in effect, the Pledgor covenants that
it will
keep the Posted Collateral free from all security interests or
other
encumbrances created by the Pledgor, except the security interest
created
hereunder and any security interests or other encumbrances created
by the
Secured Party; and will not sell, transfer, assign, deliver or
otherwise
dispose of, or grant any option with respect to any Posted Collateral
or
any interest therein, or create, incur or permit to exist any
pledge,
lien, mortgage, hypothecation, security interest, charge, option
or any
other encumbrance with respect to any Posted Collateral or any
interest
therein, without the prior written consent of the Secured
Party.
|
|
(v)
|
No
Counterclaim
|
|
A
party's rights to demand and receive the Transfer of Eligible
Collateral
as provided hereunder and its rights as Secured Party against
the Posted
Collateral or otherwise shall be absolute and subject to no counterclaim,
set-off, deduction or defense in favor of the Pledgor except
as
contemplated in Sections 2 and 6 of the Agreement and Paragraph
8 of this
Annex.
|
(vi)
Holding
Collateral
|
The
Secured Party shall cause any Custodian appointed hereunder to
open and
maintain a segregated account (which shall be an Eligible Account,
as
defined in the PSA) and to hold, record and identify all the
Posted
Collateral in such segregated account and, subject to Paragraph
8(a), such
Posted Collateral, subject to the Secured Party's rights hereunder,
shall
at all times be and remain the property of the Pledgor and shall
at no
time constitute the property of, or be commingled with the property
of,
the Secured Party or the Custodian.
|
(vii)
Security
and Performance
Eligible
Collateral Transferred to the Secured Party constitutes security and performance
assurance without which the Secured Party would not otherwise enter into
and
continue any and all Transactions.
(viii)
Agreement
as to Single Secured Party and Pledgor
|
Party
A and Party B agree that, notwithstanding anything to the contrary
in the
recital to this Annex, Paragraph 1(b), Paragraph 2 or the definitions
in
Paragraph 12, (a) the term "Secured
Party"
as used in this Annex means only Party B, (b) the term "Pledgor"
as used in this Annex means only Party A, (c) only Party A makes
the
pledge and grant in Paragraph 2, the acknowledgment in the final
sentence
of Paragraph 8(a) and the representations in Paragraph 9 and
(d) only
Party A will be required to make Transfers of Eligible Credit
Support
hereunder.
|
(ix)
External
Verification of ▇▇▇▇-to-Market Valuations.
On
each
Valuation Date occurring while an S&P Collateralization Event is continuing,
Party A shall provide to S&P not later than the Notification Time on the
Local Business Day following such Valuation Date its calculations of Exposure
and the S&P Value of any Eligible Credit Support or Posted Credit Support
for that Valuation Date. Every month after the unsecured, unguaranteed
and
otherwise
unsupported long-term debt obligations of each Relevant Entity are rated
below
BBB+ by S&P, unless otherwise agreed in writing with S&P, Party A will
verify its determination of Exposure of the Transaction and any Posted
Credit
Support on the next Valuation Date by seeking quotations from two (2) Reference
Market-makers for their determination of Exposure of the Transaction on
such
Valuation Date and the Valuation Agent will use the greater of either (a)
its
own determination or (b) the highest quotation for a Reference Market-maker,
if
applicable, for the next Valuation Date; provided,
that
this Paragraph 13(l)(ix) shall only apply to the extent that the Certificates
outstanding at such time (as defined in the PSA) are rated higher by S&P
than the S&P L-T Rating of Party A; and provided
further,
that
Party A shall not seek verification of its determination of Exposure as
described above from the same Reference Market-maker more than four times
in any
twelve-month period. Party A shall provide to S&P copies of such
verification details.
(x)
Expenses.
Notwithstanding
Paragraph
10(a),
the Pledgor will be responsible for, and will reimburse the Secured Party
for,
all transfer costs involved in the Transfer of Eligible Collateral from
the
Pledgor to the Secured Party (or any agent or custodian for safekeeping
of the
Secured Party) or from the Secured Party (or any agent or custodian for
safekeeping of the Secured Party ) to the Pledgor pursuant to paragraph
4(d).
|
(xi)
|
Paragraph
6(d)(ii) is hereby amended by inserting immediately after "the
Interest
Amount" in the fourth line thereof the words "less any applicable
withholding taxes."
|
|
Credit
Suisse International
|
U.S.
Bank National Association, not individually, but solely as trustee
on
behalf of the Supplemental Interest Trust created under the Pooling
and
Servicing Agreement for
HOME
EQUITY MORTGAGE TRUST SERIES 2006-6, Home Equity Mortgage Pass-Through
Certificates, Series 2006-6
|
|
By:________________________________
Name:
Title:
|
By:__________________________________
Name:
Title:
|
|
By:________________________________
Name:
Title:
|
EXHIBIT
A
FIRST
TRIGGER COLLATERAL AMOUNT APPLICABLE PERCENTAGES
For
Transactions that are swaps, caps, floors and transaction-specific
▇▇▇▇▇▇:
|
Weighted
Average
Life
of Hedge in Years
|
Interest
Rate ▇▇▇▇▇▇
|
Currency
▇▇▇▇▇▇
|
||
|
Valuation
Dates:
|
||||
|
Daily
|
Weekly
|
Daily
|
Weekly
|
|
|
Less
than 1 year
|
0.15%
|
0.25%
|
1.10%
|
2.20%
|
|
Equal
to or greater than 1 year but less than 2 years
|
0.30%
|
0.50%
|
1.20%
|
2.40%
|
|
Equal
to or greater than 2 years but less than 3 years
|
0.40%
|
0.70%
|
1.30%
|
2.60%
|
|
Equal
to or greater than 3 years but less than 4 years
|
0.60%
|
1.00%
|
1.40%
|
2.80%
|
|
Equal
to or greater than 4 years but less than 5 years
|
0.70%
|
1.20%
|
1.50%
|
2.90%
|
|
Equal
to or greater than 5 years but less than 6 years
|
0.80%
|
1.40%
|
1.60%
|
3.10%
|
|
Equal
to or greater than 6 years but less than 7 years
|
1.00%
|
1.60%
|
1.60%
|
3.30%
|
|
Equal
to or greater than 7 years but less than 8 years
|
1.10%
|
1.80%
|
1.70%
|
3.40%
|
|
Equal
to or greater than 8 years but less than 9 years
|
1.20%
|
2.00%
|
1.80%
|
3.60%
|
|
Equal
to or greater than 9 years but less than 10 years
|
1.30%
|
2.20%
|
1.90%
|
3.80%
|
|
Equal
to or greater than 10 years but less than 11 years
|
1.40%
|
2.30%
|
1.90%
|
3.90%
|
|
Equal
to or greater than 11 years but less than 12 years
|
1.50%
|
2.50%
|
2.00%
|
4.00%
|
|
Equal
to or greater than 12 years but less than 13 years
|
1.60%
|
2.70%
|
2.10%
|
4.10%
|
|
Equal
to or greater than 13 years but less than 14 years
|
1.70%
|
2.80%
|
2.10%
|
4.30%
|
|
Equal
to or greater than 14 years but less than 15 years
|
1.80%
|
3.00%
|
2.20%
|
4.40%
|
|
Equal
to or greater than 15 years but less than 16 years
|
1.90%
|
3.20%
|
2.30%
|
4.50%
|
|
Equal
to or greater than 16 years but less than 17 years
|
2.00%
|
3.30%
|
2.30%
|
4.60%
|
|
Equal
to or greater than 17 years but less than 18 years
|
2.00%
|
3.50%
|
2.40%
|
4.80%
|
|
Equal
to or greater than 18 years but less than 19 years
|
2.00%
|
3.60%
|
2.40%
|
4.90%
|
|
Equal
to or greater than 19 years but less than 20 years
|
2.00%
|
3.70%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 20 years but less than 21 years
|
2.00%
|
3.90%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 21 years but less than 22 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 22 years but less than 23 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 23 years but less than 24 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 24 years but less than 25 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 25 years but less than 26 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 26 years but less than 27 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 27 years but less than 28 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 28 years but less than 29 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to or greater than 29 years but less than 30 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
|
Equal
to 30 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
EXHIBIT
B
SECOND
TRIGGER COLLATERAL AMOUNT APPLICABLE PERCENTAGES
For
Transactions that are swaps (excludes caps, floors and transaction-specific
▇▇▇▇▇▇):
|
Weighted
Average
Life
of Hedge in Years
|
Interest
Rate Swaps
|
Currency
Swaps
|
||
|
Valuation
Dates:
|
||||
|
Daily
|
Weekly
|
Daily
|
Weekly
|
|
|
Less
than 1 year
|
0.50%
|
0.60%
|
6.10%
|
7.25%
|
|
Equal
to or greater than 1 year but less than 2 years
|
1.00%
|
1.20%
|
6.30%
|
7.50%
|
|
Equal
to or greater than 2 years but less than 3 years
|
1.50%
|
1.70%
|
6.40%
|
7.70%
|
|
Equal
to or greater than 3 years but less than 4 years
|
1.90%
|
2.30%
|
6.60%
|
8.00%
|
|
Equal
to or greater than 4 years but less than 5 years
|
2.40%
|
2.80%
|
6.70%
|
8.20%
|
|
Equal
to or greater than 5 years but less than 6 years
|
2.80%
|
3.30%
|
6.80%
|
8.40%
|
|
Equal
to or greater than 6 years but less than 7 years
|
3.20%
|
3.80%
|
7.00%
|
8.60%
|
|
Equal
to or greater than 7 years but less than 8 years
|
3.60%
|
4.30%
|
7.10%
|
8.80%
|
|
Equal
to or greater than 8 years but less than 9 years
|
4.00%
|
4.80%
|
7.20%
|
9.00%
|
|
Equal
to or greater than 9 years but less than 10 years
|
4.40%
|
5.30%
|
7.30%
|
9.20%
|
|
Equal
to or greater than 10 years but less than 11 years
|
4.70%
|
5.60%
|
7.40%
|
9.30%
|
|
Equal
to or greater than 11 years but less than 12 years
|
5.00%
|
6.00%
|
7.50%
|
9.50%
|
|
Equal
to or greater than 12 years but less than 13 years
|
5.40%
|
6.40%
|
7.60%
|
9.70%
|
|
Equal
to or greater than 13 years but less than 14 years
|
5.70%
|
6.80%
|
7.70%
|
9.80%
|
|
Equal
to or greater than 14 years but less than 15 years
|
6.00%
|
7.20%
|
7.80%
|
10.00%
|
|
Equal
to or greater than 15 years but less than 16 years
|
6.30%
|
7.60%
|
7.90%
|
10.00%
|
|
Equal
to or greater than 16 years but less than 17 years
|
6.60%
|
7.90%
|
8.00%
|
10.00%
|
|
Equal
to or greater than 17 years but less than 18 years
|
6.90%
|
8.30%
|
8.10%
|
10.00%
|
|
Equal
to or greater than 18 years but less than 19 years
|
7.20%
|
8.60%
|
8.20%
|
10.00%
|
|
Equal
to or greater than 19 years but less than 20 years
|
7.50%
|
9.00%
|
8.20%
|
10.00%
|
|
Equal
to or greater than 20 years but less than 21 years
|
7.80%
|
9.00%
|
8.30%
|
10.00%
|
|
Equal
to or greater than 21 years but less than 22 years
|
8.00%
|
9.00%
|
8.40%
|
10.00%
|
|
Equal
to or greater than 22 years but less than 23 years
|
8.00%
|
9.00%
|
8.50%
|
10.00%
|
|
Equal
to or greater than 23 years but less than 24 years
|
8.00%
|
9.00%
|
8.60%
|
10.00%
|
|
Equal
to or greater than 24 years but less than 25 years
|
8.00%
|
9.00%
|
8.60%
|
10.00%
|
|
Equal
to or greater than 25 years but less than 26 years
|
8.00%
|
9.00%
|
8.70%
|
10.00%
|
|
Equal
to or greater than 26 years but less than 27 years
|
8.00%
|
9.00%
|
8.80%
|
10.00%
|
|
Equal
to or greater than 27 years but less than 28 years
|
8.00%
|
9.00%
|
8.80%
|
10.00%
|
|
Equal
to or greater than 28 years but less than 29 years
|
8.00%
|
9.00%
|
8.90%
|
10.00%
|
|
Equal
to or greater than 29 years but less than 30 years
|
8.00%
|
9.00%
|
8.90%
|
10.00%
|
|
Equal
to 30 years
|
8.00%
|
9.00%
|
9.00%
|
10.00%
|
For
Transactions that are caps, floors, swaptions and transaction-specific
▇▇▇▇▇▇:
|
Weighted
Average
Life
of Hedge in Years
|
Interest
Rate ▇▇▇▇▇▇
|
Currency
▇▇▇▇▇▇
|
||
|
Valuation
Dates:
|
||||
|
Daily
|
Weekly
|
Daily
|
Weekly
|
|
|
Less
than 1 year
|
0.65%
|
0.75%
|
6.30%
|
7.40%
|
|
Equal
to or greater than 1 year but less than 2 years
|
1.30%
|
1.50%
|
6.60%
|
7.80%
|
|
Equal
to or greater than 2 years but less than 3 years
|
1.90%
|
2.20%
|
6.90%
|
8.20%
|
|
Equal
to or greater than 3 years but less than 4 years
|
2.50%
|
2.90%
|
7.10%
|
8.50%
|
|
Equal
to or greater than 4 years but less than 5 years
|
3.10%
|
3.60%
|
7.40%
|
8.90%
|
|
Equal
to or greater than 5 years but less than 6 years
|
3.60%
|
4.20%
|
7.70%
|
9.20%
|
|
Equal
to or greater than 6 years but less than 7 years
|
4.20%
|
4.80%
|
7.90%
|
9.60%
|
|
Equal
to or greater than 7 years but less than 8 years
|
4.70%
|
5.40%
|
8.20%
|
9.90%
|
|
Equal
to or greater than 8 years but less than 9 years
|
5.20%
|
6.00%
|
8.40%
|
10.20%
|
|
Equal
to or greater than 9 years but less than 10 years
|
5.70%
|
6.60%
|
8.60%
|
10.50%
|
|
Equal
to or greater than 10 years but less than 11 years
|
6.10%
|
7.00%
|
8.80%
|
10.70%
|
|
Equal
to or greater than 11 years but less than 12 years
|
6.50%
|
7.50%
|
9.00%
|
11.00%
|
|
Equal
to or greater than 12 years but less than 13 years
|
7.00%
|
8.00%
|
9.20%
|
11.30%
|
|
Equal
to or greater than 13 years but less than 14 years
|
7.40%
|
8.50%
|
9.40%
|
11.50%
|
|
Equal
to or greater than 14 years but less than 15 years
|
7.80%
|
9.00%
|
9.60%
|
11.80%
|
|
Equal
to or greater than 15 years but less than 16 years
|
8.20%
|
9.50%
|
9.80%
|
11.80%
|
|
Equal
to or greater than 16 years but less than 17 years
|
8.60%
|
9.90%
|
10.00%
|
12.00%
|
|
Equal
to or greater than 17 years but less than 18 years
|
9.00%
|
10.40%
|
10.10%
|
12.00%
|
|
Equal
to or greater than 18 years but less than 19 years
|
9.40%
|
10.80%
|
10.30%
|
12.00%
|
|
Equal
to or greater than 19 years but less than 20 years
|
9.70%
|
11.00%
|
10.50%
|
12.00%
|
|
Equal
to or greater than 20 years but less than 21 years
|
10.00%
|
11.00%
|
10.70%
|
12.00%
|
|
Equal
to or greater than 21 years but less than 22 years
|
10.00%
|
11.00%
|
10.80%
|
12.00%
|
|
Equal
to or greater than 22 years but less than 23 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
|
Equal
to or greater than 23 years but less than 24 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
|
Equal
to or greater than 24 years but less than 25 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
|
Equal
to or greater than 25 years but less than 26 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
|
Equal
to or greater than 26 years but less than 27 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
|
Equal
to or greater than 27 years but less than 28 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
|
Equal
to or greater than 28 years but less than 29 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
|
Equal
to or greater than 29 years but less than 30 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
|
Equal
to 30 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
EXHIBIT
EE
Servicing
Criteria to Be Addressed in Assessment of Compliance
Key:
X
-
obligation
Where
there are multiple checks for criteria the attesting party will identify
in
their management assertion that they are attesting only to the portion of
the
distribution chain they are responsible for in the related transaction
agreements.
|
Reg
AB Reference
|
Servicing
Criteria
|
Servicer
and Special Servicer
|
Custodian
|
Trustee
|
||||
|
General
Servicing Considerations
|
||||||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
||||||
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
||||||
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
N/A
|
||||||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
||||||
|
Cash
Collection and Administration
|
||||||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
||||||
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
|||||
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
|
X
|
||||||
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
N/A
|
X
|
|||||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
||||||
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
||||||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
||||||
|
Investor
Remittances and Reporting
|
||||||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
||||||
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
||||||
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
||||||
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
||||||
|
Pool
Asset Administration
|
||||||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|||||
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
|||||
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
X
|
|||||
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
||||||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
||||||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
||||||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||||||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||||||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
||||||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||||||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||||||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||||||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||||||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||||||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
N/A
|
X
|
|||||
EXHIBIT
FF
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
As
to
each item described below, the entity indicated as the Responsible Party
shall
be primarily responsible for reporting the information to the Trustee pursuant
to Section 8.12(a)(i), (ii) and (iii). If the Trustee is indicated below
as to
any item, then the Trustee is primarily responsible for obtaining that
information.
Under
Item 1 of Form 10-D: a) items marked “4.06 statement” are required to be
included in the Monthly Statement under Section 4.06, provided by the Trustee
based on information received from the Servicer to the extent required of
the
Servicer under the Pooling and Servicing Agreement; and b) items marked “Form
10-D report” are required to be in the Form 10-D report but not the 4.06
statement, provided by the party indicated. Information under all other Items
of
Form 10-D is to be included in the Form 10-D report. Items indicated as “N/A”
are not applicable to the transaction.
For
purposes of this Exhibit, “Servicer” includes the Special Servicer.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
|
10-D
|
||||
|
1
|
Distribution
and Pool Performance Information
|
|||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
||||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
4.06
statement
|
|||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.06
statement
|
|||
|
(3)
Calculated amounts and distribution of the flow of funds for
the period
itemized by type and priority of payment, including:
|
4.06
statement
|
|||
|
(i)
Fees or expenses accrued and paid, with an identification of
the general
purpose of such fees and the party receiving such fees or
expenses.
|
4.06
statement
|
|||
|
(ii)
Payments accrued or paid with respect to enhancement or other
support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
N/A
|
|||
|
(iii)
Principal, interest and other distributions accrued and paid
on the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
4.06
statement
|
|||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
4.06
statement
|
|||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.06
statement
|
|||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.06
statement
|
|||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
4.06
statement
|
|||
|
(7)
Any amounts drawn on any credit enhancement or other support
identified in
Item 1114 of Regulation AB, as applicable, and the amount of
coverage
remaining under any such enhancement, if known and
applicable.
|
N/A
|
|||
|
(8)
Number and amount of pool assets at the beginning and ending
of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average life, weighted average remaining term,
pool
factors and prepayment amounts.
|
4.06
statement
Updated
pool composition information fields to be as reasonably requested
by
Depositor in writing to each Servicer and the Trustee at least
30 days
prior to the related Servicer Data Remittance Date from time
to
time
|
|||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.06
statement.
Form
10-D report: Servicer/Depositor
|
|||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of
funds
advanced and the general source of funds for
reimbursements.
|
4.06
statement
|
|||
|
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or
that have
cumulatively become material over time.
|
Form
10-D report: Depositor
|
|||
|
(12)
Material breaches of pool asset representations or warranties
or
transaction covenants.
|
Form
10-D report: Seller (subject to Depositor approval)
|
|||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger
and whether
the trigger was met.
|
4.06
statement
|
|||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
Form
10-D report: Depositor
|
|||
|
[information
regarding] any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
|
Form
10-D report: Seller (subject to Depositor approval)
|
|||
|
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
Form
10-D report: Seller (subject to Depositor approval)
|
|||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
Seller
(subject to Depositor approval)
|
|||
|
2
|
Legal
Proceedings
|
|||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders,
including
proceedings known to be contemplated by governmental
authorities:
|
||||
|
Sponsor
(Seller)
|
Seller
|
|||
|
Depositor
|
Depositor
|
|||
|
Trustee
|
Trustee
|
|||
|
Issuing
entity
|
Depositor
|
|||
|
Servicer
or any Subservicer to which Servicer delegates servicing function
to that
is servicing 20% or more of pool assets at time of report
|
Servicer
|
|||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
Depositor
|
|||
|
Custodian
|
Custodian
|
|||
|
3
|
Sales
of Securities and Use of Proceeds
|
|||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information
can be omitted if securities were not registered.
|
Depositor
|
|||
|
4
|
Defaults
Upon Senior Securities
|
|||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default of which the Trustee has
received
written notice or has actual knowledge (after expiration of any
grace
period and provision of any required notice)
|
Trustee
|
|||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
|||
|
Information
from Item 4 of Part II of Form 10-Q
|
Trustee
|
|||
|
6
|
Significant
Obligors of Pool Assets
|
|||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
N/A
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
||||
|
7
|
Significant
Enhancement Provider Information
|
|||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
N/A
|
|||
|
Item
1115(b) - Derivative Counterparty Financial Information*
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
Depositor
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
||||
|
8
|
Other
Information
|
|||
|
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
|||
|
9
|
Exhibits
|
|||
|
Distribution
report
|
Trustee
|
|||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
|||
|
8-K
|
||||
|
1.01
|
Entry
into a Material Definitive Agreement
|
|||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is
not a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are
fully
disclosed in the prospectus
|
Any
of the following that is entering into a material definitive
agreement:
Servicer, Trustee, Seller, Depositor
|
|||
|
1.02
|
Termination
of a Material Definitive Agreement
|
|||
|
Disclosure
is required regarding termination of any definitive agreement
that is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Any
of the following that is requesting termination of a material
definitive
agreement: Servicer, Trustee, Seller, Depositor
|
|||
|
1.03
|
Bankruptcy
or Receivership
|
|||
|
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Depositor, with respect to any of the following:
Sponsor
(Seller), Depositor, affiliated Servicer, other Servicer servicing
20% or
more of pool assets at time of report, other material servicers,
Trustee,
significant obligor, credit enhancer (10% or more), derivatives
counterparty, Custodian
|
Any
of the following that is in bankruptcy or receivership: Servicer,
Trustee,
Seller, Depositor, Custodian
|
|||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
|||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the 4.06 statement
|
Trustee
|
|||
|
3.03
|
Material
Modification to Rights of Security Holders
|
|||
|
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
Trustee
(or Depositor, if the Trustee is not a party to such agreement
or required
to provide prior written consent to such amendment)
|
|||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
|||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
Depositor
|
|||
|
5.06
|
Change
in Shell Company Status
|
|||
|
[Not
applicable to ABS issuers]
|
N/A
|
|||
|
6.01
|
ABS
Informational and Computational Material
|
Depositor
|
||
|
[Not
included in reports to be filed under Section 8.12]
|
||||
|
6.02
|
Change
of Servicer or Trustee
|
|||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee. Reg AB disclosure about any new servicer
or
trustee is also required.
|
Trustee
|
|||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
|||
|
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as
derivatives.
Reg AB disclosure about any new enhancement provider is also
required.
|
Trustee
|
|||
|
6.04
|
Failure
to Make a Required Distribution
|
Trustee
|
||
|
6.05
|
Securities
Act Updating Disclosure
|
|||
|
If
any material pool characteristic differs by 5% or more at the
time of
issuance of the securities from the description in the final
prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
Depositor
|
|||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
|||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
||
|
8.01
|
Other
Events
|
|||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
|||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event
|
||
|
10-K
|
||||
|
9B
|
Other
Information
|
|||
|
Disclose
any information required to be reported on Form 8-K during the
fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above
|
|||
|
15
|
Exhibits
and Financial Statement Schedules
|
|||
|
Item
1112(b) - Significant
Obligor Financial Information
|
N/A
|
|||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
N/A
|
|||
|
Item
1115(b) - Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
Depositor
|
|||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders,
including
proceedings known to be contemplated by governmental
authorities:
Sponsor
(Seller)
Depositor
Trustee
Issuing
entity
Servicer
or any other Subservicer to which Servicer delegates servicing
function to
that is servicing 20% or more of pool assets at time of
report
Originator
of 20% or more of pool assets as of the Cut-off Date
Custodian
|
Seller
Depositor
Trustee
Depositor
Servicer
Depositor
Custodian
|
|||
|
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
Sponsor
(Seller)
Depositor
Trustee
Servicer
or any other Subservicer to which Servicer delegates servicing
function to
that is servicing 20% or more of pool assets at time of
report
Originator
Custodian
Counterparty
|
Seller
Depositor
Trustee
Servicer
Depositor
Custodian
Depositor
|
|||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
Trustee,
Servicer, Custodian
|
|||
|
Item
1123 - Servicer Compliance Statement
|
Servicer
|
EXHIBIT
GG
FORM
OF CERTIFICATION
REGARDING
SUBSTITUTION OF DEFECTIVE MORTGAGE LOANS
OFFICER'S
CERTIFICATE OF DLJ MORTGAGE CAPITAL, INC.
[_______]
[__], 2006
I,
____________, hereby certify that I am the duly authorized officer of DLJ
Mortgage Capital, Inc., a Delaware corporation ("DLJMC"),
and
further certify that each of the Mortgage Loans substituted by DLJMC on
[_______] [___], 20[___] were in violation of the terms of the Mortgages
related
thereto.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement dated as of December 1, 2006, among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, DLJ Mortgage
Capital, Inc., as seller, Select Portfolio Servicing, Inc., as servicer,
and
U.S. Bank National Association, as trustee (the "Pooling
and Servicing Agreement").
DLJ MORTGAGE
CAPITAL,
INC.
__________________________
Name:
Title:
SCHEDULE
I
MORTGAGE
LOAN SCHEDULE
LOAN_NO DEAL_PROPERTY_TYPE_DESC OCCUPANCY_DESC SERVICER_PERMANENT_NAME
--------------------------------------------------------------------------------------------------------------------------------------------
500356453 Single Family Residence Primary Select Portfolio Servicing, In
500761165 Single Family Residence Investment Select Portfolio Servicing, In
500763132 PUD Investment Select Portfolio Servicing, In
500767705 Single Family Residence Primary Select Portfolio Servicing, In
500771148 2-4 Family Investment Select Portfolio Servicing, In
500771558 2-4 Family Investment Select Portfolio Servicing, In
500771548 2-4 Family Investment Select Portfolio Servicing, In
500771542 2-4 Family Investment Select Portfolio Servicing, In
500780979 Single Family Residence Primary Select Portfolio Servicing, In
500783976 Town House Investment Select Portfolio Servicing, In
500783999 Single Family Residence Investment Select Portfolio Servicing, In
500784014 Town House Investment Select Portfolio Servicing, In
500785434 Single Family Residence Primary Select Portfolio Servicing, In
500785780 Single Family Residence Primary Select Portfolio Servicing, In
500791939 2-4 Family Primary Select Portfolio Servicing, In
500792328 Single Family Residence Primary Select Portfolio Servicing, In
500792522 Single Family Residence Primary Select Portfolio Servicing, In
500792469 PUD Primary Select Portfolio Servicing, In
500792709 Single Family Residence Primary Select Portfolio Servicing, In
500793545 Single Family Residence Primary Select Portfolio Servicing, In
500787683 Single Family Residence Primary Select Portfolio Servicing, In
500793699 Town House Primary Select Portfolio Servicing, In
500793990 Single Family Residence Primary Select Portfolio Servicing, In
500794668 Single Family Residence Primary Select Portfolio Servicing, In
500794775 Single Family Residence Investment Select Portfolio Servicing, In
500794869 Single Family Residence Primary Select Portfolio Servicing, In
500796635 2-4 Family Primary Select Portfolio Servicing, In
500797342 Single Family Residence Investment Select Portfolio Servicing, In
500794580 Single Family Residence Primary Select Portfolio Servicing, In
500797762 Single Family Residence Primary Select Portfolio Servicing, In
500797483 Single Family Residence Investment Select Portfolio Servicing, In
500798434 Single Family Residence Primary Select Portfolio Servicing, In
500798500 Town House Investment Select Portfolio Servicing, In
500792147 PUD Primary Select Portfolio Servicing, In
500799473 Condo Primary Select Portfolio Servicing, In
500800143 2-4 Family Investment Select Portfolio Servicing, In
500800135 2-4 Family Investment Select Portfolio Servicing, In
500800124 2-4 Family Investment Select Portfolio Servicing, In
500800177 2-4 Family Investment Select Portfolio Servicing, In
500800212 Single Family Residence Primary Select Portfolio Servicing, In
500800737 Single Family Residence Primary Select Portfolio Servicing, In
500800855 Condo Investment Select Portfolio Servicing, In
500801223 PUD Investment Select Portfolio Servicing, In
500801516 PUD Primary Select Portfolio Servicing, In
500801519 Single Family Residence Primary Select Portfolio Servicing, In
500801618 Single Family Residence Secondary Select Portfolio Servicing, In
500803068 2-4 Family Primary Select Portfolio Servicing, In
500803192 Single Family Residence Primary Select Portfolio Servicing, In
500803202 PUD Primary Select Portfolio Servicing, In
500803355 2-4 Family Primary Select Portfolio Servicing, In
500804142 Single Family Residence Primary Select Portfolio Servicing, In
500804255 Single Family Residence Primary Select Portfolio Servicing, In
500804347 Single Family Residence Primary Select Portfolio Servicing, In
500804983 Single Family Residence Primary Select Portfolio Servicing, In
500805320 Single Family Residence Primary Select Portfolio Servicing, In
500805520 2-4 Family Primary Select Portfolio Servicing, In
500805543 Single Family Residence Investment Select Portfolio Servicing, In
500805647 Single Family Residence Primary Select Portfolio Servicing, In
500806144 2-4 Family Primary Select Portfolio Servicing, In
500806147 Condo Primary Select Portfolio Servicing, In
500806183 PUD Primary Select Portfolio Servicing, In
500806213 Single Family Residence Secondary Select Portfolio Servicing, In
500806040 Single Family Residence Primary Select Portfolio Servicing, In
500806202 Single Family Residence Primary Select Portfolio Servicing, In
500806364 Single Family Residence Primary Select Portfolio Servicing, In
500806367 Single Family Residence Primary Select Portfolio Servicing, In
500806567 Single Family Residence Primary Select Portfolio Servicing, In
500806594 Single Family Residence Primary Select Portfolio Servicing, In
500806839 PUD Primary Select Portfolio Servicing, In
500806743 Single Family Residence Investment Select Portfolio Servicing, In
500806933 Single Family Residence Primary Select Portfolio Servicing, In
500807462 2-4 Family Investment Select Portfolio Servicing, In
500807495 Co-op Primary Select Portfolio Servicing, In
500807533 PUD Primary Select Portfolio Servicing, In
500807585 Single Family Residence Primary Select Portfolio Servicing, In
500807587 PUD Primary Select Portfolio Servicing, In
500807895 Condo Primary Select Portfolio Servicing, In
500807900 Single Family Residence Primary Select Portfolio Servicing, In
500807903 Condo Primary Select Portfolio Servicing, In
500808000 Single Family Residence Primary Select Portfolio Servicing, In
500808013 PUD Primary Select Portfolio Servicing, In
500808072 PUD Investment Select Portfolio Servicing, In
500808077 Single Family Residence Investment Select Portfolio Servicing, In
500808139 Single Family Residence Investment Select Portfolio Servicing, In
500808800 Single Family Residence Primary Select Portfolio Servicing, In
500808128 Single Family Residence Investment Select Portfolio Servicing, In
500809023 PUD Primary Select Portfolio Servicing, In
500796652 2-4 Family Primary Select Portfolio Servicing, In
500809166 PUD Primary Select Portfolio Servicing, In
500809387 PUD Investment Select Portfolio Servicing, In
500809405 2-4 Family Primary Select Portfolio Servicing, In
500809427 PUD Primary Select Portfolio Servicing, In
500794432 Town House Primary Select Portfolio Servicing, In
500810345 Town House Primary Select Portfolio Servicing, In
500810379 Single Family Residence Primary Select Portfolio Servicing, In
500809579 Single Family Residence Primary Select Portfolio Servicing, In
500811401 Condo Primary Select Portfolio Servicing, In
500810740 Single Family Residence Primary Select Portfolio Servicing, In
500811568 Single Family Residence Primary Select Portfolio Servicing, In
500811806 Condo Investment Select Portfolio Servicing, In
500812485 PUD Primary Select Portfolio Servicing, In
500812533 PUD Primary Select Portfolio Servicing, In
500812707 Single Family Residence Primary Select Portfolio Servicing, In
500812710 Single Family Residence Primary Select Portfolio Servicing, In
500812714 Single Family Residence Primary Select Portfolio Servicing, In
500812715 Single Family Residence Primary Select Portfolio Servicing, In
500812716 Single Family Residence Primary Select Portfolio Servicing, In
500812720 Single Family Residence Primary Select Portfolio Servicing, In
500812742 Single Family Residence Primary Select Portfolio Servicing, In
500812839 Single Family Residence Primary Select Portfolio Servicing, In
500812992 Single Family Residence Primary Select Portfolio Servicing, In
500802412 Single Family Residence Primary Select Portfolio Servicing, In
500813179 Single Family Residence Primary Select Portfolio Servicing, In
500813186 PUD Investment Select Portfolio Servicing, In
500813200 Single Family Residence Primary Select Portfolio Servicing, In
500813431 Single Family Residence Primary Select Portfolio Servicing, In
500777840 PUD Secondary Select Portfolio Servicing, In
500772684 Single Family Residence Primary Select Portfolio Servicing, In
500813496 Single Family Residence Primary Select Portfolio Servicing, In
500813652 Single Family Residence Primary Select Portfolio Servicing, In
500740344 Condo Primary Select Portfolio Servicing, In
500813690 Single Family Residence Primary Select Portfolio Servicing, In
500813822 Single Family Residence Primary Select Portfolio Servicing, In
500813885 Single Family Residence Investment Select Portfolio Servicing, In
500813898 Single Family Residence Primary Select Portfolio Servicing, In
500814038 Single Family Residence Primary Select Portfolio Servicing, In
500814063 PUD Primary Select Portfolio Servicing, In
500814062 PUD Primary Select Portfolio Servicing, In
500814071 Single Family Residence Primary Select Portfolio Servicing, In
500814124 Single Family Residence Primary Select Portfolio Servicing, In
500814175 Single Family Residence Primary Select Portfolio Servicing, In
500814382 Single Family Residence Primary Select Portfolio Servicing, In
500814383 2-4 Family Investment Select Portfolio Servicing, In
500814430 Single Family Residence Primary Select Portfolio Servicing, In
500814573 Single Family Residence Primary Select Portfolio Servicing, In
500814574 Single Family Residence Primary Select Portfolio Servicing, In
500814575 Single Family Residence Primary Select Portfolio Servicing, In
500814578 Single Family Residence Primary Select Portfolio Servicing, In
500814579 Single Family Residence Primary Select Portfolio Servicing, In
500814718 Single Family Residence Investment Select Portfolio Servicing, In
500814771 2-4 Family Primary Select Portfolio Servicing, In
500814806 Single Family Residence Investment Select Portfolio Servicing, In
500814762 Single Family Residence Primary Select Portfolio Servicing, In
500814868 Single Family Residence Primary Select Portfolio Servicing, In
500814883 PUD Primary Select Portfolio Servicing, In
500814872 Single Family Residence Primary Select Portfolio Servicing, In
500814808 PUD Secondary Select Portfolio Servicing, In
500814224 PUD Investment Select Portfolio Servicing, In
500814946 Condo Primary Select Portfolio Servicing, In
500815299 Single Family Residence Primary Select Portfolio Servicing, In
500815377 2-4 Family Investment Select Portfolio Servicing, In
500815323 2-4 Family Investment Select Portfolio Servicing, In
500815395 2-4 Family Investment Select Portfolio Servicing, In
500815433 Single Family Residence Primary Select Portfolio Servicing, In
500809240 Single Family Residence Primary Select Portfolio Servicing, In
500815484 2-4 Family Primary Select Portfolio Servicing, In
500815444 2-4 Family Primary Select Portfolio Servicing, In
500815747 2-4 Family Investment Select Portfolio Servicing, In
500815824 Single Family Residence Primary Select Portfolio Servicing, In
500815857 PUD Primary Select Portfolio Servicing, In
500815863 PUD Primary Select Portfolio Servicing, In
500815905 Single Family Residence Primary Select Portfolio Servicing, In
500815938 Single Family Residence Primary Select Portfolio Servicing, In
500815956 PUD Primary Select Portfolio Servicing, In
500815984 Condo Primary Select Portfolio Servicing, In
500813699 Condo Primary Select Portfolio Servicing, In
500816230 Single Family Residence Primary Select Portfolio Servicing, In
500816243 Single Family Residence Investment Select Portfolio Servicing, In
500816247 Single Family Residence Primary Select Portfolio Servicing, In
500816258 Single Family Residence Primary Select Portfolio Servicing, In
500816282 Single Family Residence Primary Select Portfolio Servicing, In
500816389 Single Family Residence Primary Select Portfolio Servicing, In
500816397 Town House Primary Select Portfolio Servicing, In
500816459 Condo Primary Select Portfolio Servicing, In
500816188 Single Family Residence Primary Select Portfolio Servicing, In
500816578 Town House Primary Select Portfolio Servicing, In
500816602 PUD Secondary Select Portfolio Servicing, In
500816606 Single Family Residence Primary Select Portfolio Servicing, In
500816177 Single Family Residence Primary Select Portfolio Servicing, In
500816723 PUD Primary Select Portfolio Servicing, In
500816732 PUD Primary Select Portfolio Servicing, In
500817035 Single Family Residence Primary Select Portfolio Servicing, In
500813920 Single Family Residence Primary Select Portfolio Servicing, In
500817278 PUD Primary Select Portfolio Servicing, In
500811389 Single Family Residence Secondary Select Portfolio Servicing, In
500817450 Single Family Residence Primary Select Portfolio Servicing, In
500817456 2-4 Family Investment Select Portfolio Servicing, In
500817457 Single Family Residence Investment Select Portfolio Servicing, In
500817460 Single Family Residence Primary Select Portfolio Servicing, In
500817461 Single Family Residence Primary Select Portfolio Servicing, In
500817463 Single Family Residence Primary Select Portfolio Servicing, In
500817465 Single Family Residence Primary Select Portfolio Servicing, In
500817467 Single Family Residence Primary Select Portfolio Servicing, In
500817515 Single Family Residence Primary Select Portfolio Servicing, In
500817585 2-4 Family Primary Select Portfolio Servicing, In
500817615 Condo Primary Select Portfolio Servicing, In
500817657 Single Family Residence Primary Select Portfolio Servicing, In
500817660 2-4 Family Investment Select Portfolio Servicing, In
500817731 Single Family Residence Primary Select Portfolio Servicing, In
500817752 Condo Secondary Select Portfolio Servicing, In
500817945 Town House Primary Select Portfolio Servicing, In
500810652 PUD Secondary Select Portfolio Servicing, In
500817986 Single Family Residence Primary Select Portfolio Servicing, In
500812812 Single Family Residence Primary Select Portfolio Servicing, In
500818122 Single Family Residence Primary Select Portfolio Servicing, In
500818198 Single Family Residence Primary Select Portfolio Servicing, In
500818071 Single Family Residence Primary Select Portfolio Servicing, In
500768076 PUD Primary Select Portfolio Servicing, In
500818488 Single Family Residence Primary Select Portfolio Servicing, In
500818616 2-4 Family Investment Select Portfolio Servicing, In
500818657 PUD Primary Select Portfolio Servicing, In
500818702 Single Family Residence Primary Select Portfolio Servicing, In
500818767 Single Family Residence Primary Select Portfolio Servicing, In
500818821 Condo Primary Select Portfolio Servicing, In
500793436 2-4 Family Primary Select Portfolio Servicing, In
500819040 PUD Primary Select Portfolio Servicing, In
500819131 Single Family Residence Primary Select Portfolio Servicing, In
500819470 2-4 Family Primary Select Portfolio Servicing, In
500819422 Single Family Residence Primary Select Portfolio Servicing, In
500819518 PUD Secondary Select Portfolio Servicing, In
500819407 Single Family Residence Primary Select Portfolio Servicing, In
500819477 2-4 Family Primary Select Portfolio Servicing, In
500819374 PUD Primary Select Portfolio Servicing, In
500819623 Condo Primary Select Portfolio Servicing, In
500819622 2-4 Family Primary Select Portfolio Servicing, In
500819661 2-4 Family Investment Select Portfolio Servicing, In
500819684 Single Family Residence Primary Select Portfolio Servicing, In
500819695 PUD Primary Select Portfolio Servicing, In
500819774 PUD Primary Select Portfolio Servicing, In
500819504 Single Family Residence Primary Select Portfolio Servicing, In
500819527 Condo Investment Select Portfolio Servicing, In
500819580 Single Family Residence Primary Select Portfolio Servicing, In
500819852 Single Family Residence Primary Select Portfolio Servicing, In
500819891 Single Family Residence Primary Select Portfolio Servicing, In
500819902 Single Family Residence Investment Select Portfolio Servicing, In
500819907 PUD Primary Select Portfolio Servicing, In
500819917 Single Family Residence Primary Select Portfolio Servicing, In
500820057 2-4 Family Primary Select Portfolio Servicing, In
500820088 PUD Primary Select Portfolio Servicing, In
500820112 Single Family Residence Primary Select Portfolio Servicing, In
500820151 PUD Primary Select Portfolio Servicing, In
500820187 PUD Primary Select Portfolio Servicing, In
500819255 Single Family Residence Primary Select Portfolio Servicing, In
500820206 Single Family Residence Primary Select Portfolio Servicing, In
500820236 Single Family Residence Primary Select Portfolio Servicing, In
500820246 Single Family Residence Investment Select Portfolio Servicing, In
500820248 Single Family Residence Primary Select Portfolio Servicing, In
500820306 PUD Primary Select Portfolio Servicing, In
500819317 PUD Investment Select Portfolio Servicing, In
500820409 Single Family Residence Primary Select Portfolio Servicing, In
500820460 2-4 Family Primary Select Portfolio Servicing, In
500820578 2-4 Family Investment Select Portfolio Servicing, In
500820661 PUD Primary Select Portfolio Servicing, In
500820677 PUD Primary Select Portfolio Servicing, In
500820683 Single Family Residence Primary Select Portfolio Servicing, In
500820293 2-4 Family Primary Select Portfolio Servicing, In
500820721 Single Family Residence Primary Select Portfolio Servicing, In
500820723 PUD Primary Select Portfolio Servicing, In
500820772 PUD Primary Select Portfolio Servicing, In
500820415 Single Family Residence Investment Select Portfolio Servicing, In
500820770 Single Family Residence Primary Select Portfolio Servicing, In
500820831 PUD Primary Select Portfolio Servicing, In
500820833 Single Family Residence Primary Select Portfolio Servicing, In
500821182 2-4 Family Investment Select Portfolio Servicing, In
500821234 Single Family Residence Primary Select Portfolio Servicing, In
500821299 2-4 Family Investment Select Portfolio Servicing, In
500821378 Single Family Residence Primary Select Portfolio Servicing, In
500821627 PUD Primary Select Portfolio Servicing, In
500813749 Condo Secondary Select Portfolio Servicing, In
500813101 Single Family Residence Primary Select Portfolio Servicing, In
500821654 Single Family Residence Primary Select Portfolio Servicing, In
500821134 Single Family Residence Primary Select Portfolio Servicing, In
500812084 PUD Primary Select Portfolio Servicing, In
500821738 PUD Primary Select Portfolio Servicing, In
500821787 PUD Primary Select Portfolio Servicing, In
500821789 Single Family Residence Primary Select Portfolio Servicing, In
500821800 Single Family Residence Primary Select Portfolio Servicing, In
500821867 Single Family Residence Primary Select Portfolio Servicing, In
500821868 Condo Primary Select Portfolio Servicing, In
500821869 Single Family Residence Primary Select Portfolio Servicing, In
500821870 Single Family Residence Investment Select Portfolio Servicing, In
500821872 Condo Primary Select Portfolio Servicing, In
500821873 Condo Primary Select Portfolio Servicing, In
500821874 Single Family Residence Primary Select Portfolio Servicing, In
500822063 PUD Primary Select Portfolio Servicing, In
500822081 Single Family Residence Primary Select Portfolio Servicing, In
500820769 Condo Primary Select Portfolio Servicing, In
500822252 PUD Primary Select Portfolio Servicing, In
500822323 Condo Secondary Select Portfolio Servicing, In
500822077 PUD Primary Select Portfolio Servicing, In
500816116 Single Family Residence Primary Select Portfolio Servicing, In
500822367 PUD Primary Select Portfolio Servicing, In
500822377 Single Family Residence Investment Select Portfolio Servicing, In
500822386 Single Family Residence Primary Select Portfolio Servicing, In
500822468 PUD Primary Select Portfolio Servicing, In
500822513 Single Family Residence Primary Select Portfolio Servicing, In
500822517 2-4 Family Primary Select Portfolio Servicing, In
500822567 PUD Primary Select Portfolio Servicing, In
500822687 PUD Investment Select Portfolio Servicing, In
500822697 Single Family Residence Primary Select Portfolio Servicing, In
500761875 PUD Primary Select Portfolio Servicing, In
500822729 Single Family Residence Primary Select Portfolio Servicing, In
500822767 Single Family Residence Primary Select Portfolio Servicing, In
500822778 Single Family Residence Primary Select Portfolio Servicing, In
500822801 Single Family Residence Primary Select Portfolio Servicing, In
500822807 PUD Primary Select Portfolio Servicing, In
500823061 Single Family Residence Investment Select Portfolio Servicing, In
500823088 Single Family Residence Primary Select Portfolio Servicing, In
500823100 Single Family Residence Primary Select Portfolio Servicing, In
500822890 Condo Primary Select Portfolio Servicing, In
500823178 Single Family Residence Primary Select Portfolio Servicing, In
500823180 Single Family Residence Primary Select Portfolio Servicing, In
500823289 Single Family Residence Primary Select Portfolio Servicing, In
500823287 Single Family Residence Primary Select Portfolio Servicing, In
500823321 Single Family Residence Investment Select Portfolio Servicing, In
500823358 Single Family Residence Primary Select Portfolio Servicing, In
500777026 Single Family Residence Primary Select Portfolio Servicing, In
500823376 Single Family Residence Primary Select Portfolio Servicing, In
500823401 Single Family Residence Primary Select Portfolio Servicing, In
500823408 Single Family Residence Primary Select Portfolio Servicing, In
500823457 2-4 Family Primary Select Portfolio Servicing, In
500823179 PUD Investment Select Portfolio Servicing, In
500823535 PUD Secondary Select Portfolio Servicing, In
500823590 2-4 Family Primary Select Portfolio Servicing, In
500823613 Single Family Residence Investment Select Portfolio Servicing, In
500823744 Single Family Residence Primary Select Portfolio Servicing, In
500823747 Single Family Residence Investment Select Portfolio Servicing, In
500823732 Condo Primary Select Portfolio Servicing, In
500823788 Single Family Residence Investment Select Portfolio Servicing, In
500823800 Single Family Residence Investment Select Portfolio Servicing, In
500823905 PUD Primary Select Portfolio Servicing, In
500824184 Condo Primary Select Portfolio Servicing, In
500824126 Single Family Residence Primary Select Portfolio Servicing, In
500824256 PUD Investment Select Portfolio Servicing, In
500824270 PUD Investment Select Portfolio Servicing, In
500823687 Single Family Residence Primary Select Portfolio Servicing, In
500824351 Single Family Residence Primary Select Portfolio Servicing, In
500816997 2-4 Family Primary Select Portfolio Servicing, In
500824433 2-4 Family Primary Select Portfolio Servicing, In
500824438 Condo Primary Select Portfolio Servicing, In
500824474 Single Family Residence Primary Select Portfolio Servicing, In
500824497 2-4 Family Primary Select Portfolio Servicing, In
500824542 Single Family Residence Primary Select Portfolio Servicing, In
500824548 PUD Primary Select Portfolio Servicing, In
500824617 Single Family Residence Primary Select Portfolio Servicing, In
500824614 Single Family Residence Primary Select Portfolio Servicing, In
500824775 PUD Primary Select Portfolio Servicing, In
500803952 Single Family Residence Primary Select Portfolio Servicing, In
500775864 2-4 Family Primary Select Portfolio Servicing, In
500824968 PUD Primary Select Portfolio Servicing, In
500824972 Single Family Residence Primary Select Portfolio Servicing, In
500825030 Single Family Residence Primary Select Portfolio Servicing, In
500825090 Single Family Residence Primary Select Portfolio Servicing, In
500825101 Single Family Residence Primary Select Portfolio Servicing, In
500825165 Single Family Residence Primary Select Portfolio Servicing, In
500825194 Single Family Residence Primary Select Portfolio Servicing, In
500825290 Single Family Residence Primary Select Portfolio Servicing, In
500825456 Single Family Residence Primary Select Portfolio Servicing, In
500825507 PUD Investment Select Portfolio Servicing, In
500825512 PUD Secondary Select Portfolio Servicing, In
500825609 PUD Primary Select Portfolio Servicing, In
500825620 Single Family Residence Primary Select Portfolio Servicing, In
500816484 Single Family Residence Primary Select Portfolio Servicing, In
500825691 2-4 Family Investment Select Portfolio Servicing, In
500825858 Single Family Residence Primary Select Portfolio Servicing, In
500794236 Single Family Residence Primary Select Portfolio Servicing, In
500814632 Condo Primary Select Portfolio Servicing, In
500825741 Condo Primary Select Portfolio Servicing, In
500825934 PUD Primary Select Portfolio Servicing, In
500825939 Single Family Residence Primary Select Portfolio Servicing, In
500825973 Condo Primary Select Portfolio Servicing, In
500825977 PUD Secondary Select Portfolio Servicing, In
500826000 Single Family Residence Investment Select Portfolio Servicing, In
500826011 Condo Investment Select Portfolio Servicing, In
500826039 PUD Investment Select Portfolio Servicing, In
500826051 2-4 Family Investment Select Portfolio Servicing, In
500826064 2-4 Family Primary Select Portfolio Servicing, In
500826097 Condo Primary Select Portfolio Servicing, In
500826057 Single Family Residence Investment Select Portfolio Servicing, In
500826172 Single Family Residence Investment Select Portfolio Servicing, In
500826222 Single Family Residence Investment Select Portfolio Servicing, In
500826249 PUD Primary Select Portfolio Servicing, In
500826266 Single Family Residence Investment Select Portfolio Servicing, In
500826270 2-4 Family Primary Select Portfolio Servicing, In
500824643 Single Family Residence Primary Select Portfolio Servicing, In
500826424 PUD Investment Select Portfolio Servicing, In
500826482 Single Family Residence Primary Select Portfolio Servicing, In
500826483 PUD Primary Select Portfolio Servicing, In
500826484 Single Family Residence Primary Select Portfolio Servicing, In
500826485 Single Family Residence Primary Select Portfolio Servicing, In
500826486 Single Family Residence Primary Select Portfolio Servicing, In
500826489 Single Family Residence Primary Select Portfolio Servicing, In
500826491 Condo Primary Select Portfolio Servicing, In
500826493 2-4 Family Primary Select Portfolio Servicing, In
500826496 Condo Primary Select Portfolio Servicing, In
500826498 Single Family Residence Primary Select Portfolio Servicing, In
500826531 Single Family Residence Primary Select Portfolio Servicing, In
500826532 Single Family Residence Primary Select Portfolio Servicing, In
500826551 Single Family Residence Primary Select Portfolio Servicing, In
500826560 Single Family Residence Primary Select Portfolio Servicing, In
500826609 PUD Primary Select Portfolio Servicing, In
500826613 PUD Primary Select Portfolio Servicing, In
500826614 Single Family Residence Primary Select Portfolio Servicing, In
500826618 Single Family Residence Primary Select Portfolio Servicing, In
500826616 Single Family Residence Primary Select Portfolio Servicing, In
500826625 Single Family Residence Primary Select Portfolio Servicing, In
500797448 PUD Primary Select Portfolio Servicing, In
500826753 Single Family Residence Primary Select Portfolio Servicing, In
500817360 PUD Primary Select Portfolio Servicing, In
500826791 Single Family Residence Primary Select Portfolio Servicing, In
500826799 Single Family Residence Primary Select Portfolio Servicing, In
500826829 2-4 Family Primary Select Portfolio Servicing, In
500826856 Single Family Residence Primary Select Portfolio Servicing, In
500826858 PUD Primary Select Portfolio Servicing, In
500826811 2-4 Family Primary Select Portfolio Servicing, In
500826894 Single Family Residence Primary Select Portfolio Servicing, In
500826913 Condo Primary Select Portfolio Servicing, In
500826777 Single Family Residence Investment Select Portfolio Servicing, In
500819217 PUD Secondary Select Portfolio Servicing, In
500827232 Single Family Residence Primary Select Portfolio Servicing, In
500827212 Single Family Residence Investment Select Portfolio Servicing, In
500827273 2-4 Family Primary Select Portfolio Servicing, In
500774322 Condo Primary Select Portfolio Servicing, In
500802249 Single Family Residence Primary Select Portfolio Servicing, In
500797359 Single Family Residence Primary Select Portfolio Servicing, In
500794074 PUD Primary Select Portfolio Servicing, In
500827318 2-4 Family Investment Select Portfolio Servicing, In
500827137 PUD Primary Select Portfolio Servicing, In
500791970 Single Family Residence Investment Select Portfolio Servicing, In
500824664 Single Family Residence Primary Select Portfolio Servicing, In
500827507 PUD Primary Select Portfolio Servicing, In
500827510 PUD Primary Select Portfolio Servicing, In
500827059 Single Family Residence Primary Select Portfolio Servicing, In
500827840 Condo Primary Select Portfolio Servicing, In
500827886 Single Family Residence Primary Select Portfolio Servicing, In
500827897 2-4 Family Investment Select Portfolio Servicing, In
500827906 Single Family Residence Primary Select Portfolio Servicing, In
500827931 Single Family Residence Primary Select Portfolio Servicing, In
500827953 Single Family Residence Primary Select Portfolio Servicing, In
500827961 Single Family Residence Primary Select Portfolio Servicing, In
500827985 Single Family Residence Primary Select Portfolio Servicing, In
500828091 PUD Investment Select Portfolio Servicing, In
500828116 Single Family Residence Primary Select Portfolio Servicing, In
500828092 PUD Investment Select Portfolio Servicing, In
500828150 Single Family Residence Primary Select Portfolio Servicing, In
500827167 Single Family Residence Primary Select Portfolio Servicing, In
500828334 Condo Primary Select Portfolio Servicing, In
500828472 PUD Investment Select Portfolio Servicing, In
500828475 PUD Primary Select Portfolio Servicing, In
500828478 PUD Investment Select Portfolio Servicing, In
500828524 Single Family Residence Primary Select Portfolio Servicing, In
500828926 PUD Primary Select Portfolio Servicing, In
500819717 Single Family Residence Primary Select Portfolio Servicing, In
500828943 Condo Primary Select Portfolio Servicing, In
500828964 Single Family Residence Primary Select Portfolio Servicing, In
500829132 Single Family Residence Primary Select Portfolio Servicing, In
500829210 Condo Investment Select Portfolio Servicing, In
500829255 Single Family Residence Primary Select Portfolio Servicing, In
500829301 Single Family Residence Primary Select Portfolio Servicing, In
500829336 Single Family Residence Primary Select Portfolio Servicing, In
500829338 PUD Primary Select Portfolio Servicing, In
500829354 Single Family Residence Primary Select Portfolio Servicing, In
500829420 Single Family Residence Primary Select Portfolio Servicing, In
500829472 2-4 Family Primary Select Portfolio Servicing, In
500793380 2-4 Family Primary Select Portfolio Servicing, In
500829564 Town House Primary Select Portfolio Servicing, In
500829622 Single Family Residence Primary Select Portfolio Servicing, In
500829643 PUD Primary Select Portfolio Servicing, In
500829650 Single Family Residence Primary Select Portfolio Servicing, In
500829660 Single Family Residence Primary Select Portfolio Servicing, In
500829676 Condo Primary Select Portfolio Servicing, In
500829674 Single Family Residence Primary Select Portfolio Servicing, In
500829678 Single Family Residence Primary Select Portfolio Servicing, In
500829713 PUD Primary Select Portfolio Servicing, In
500829719 PUD Primary Select Portfolio Servicing, In
500829720 Condo Primary Select Portfolio Servicing, In
500829721 Single Family Residence Primary Select Portfolio Servicing, In
500829733 Condo Primary Select Portfolio Servicing, In
500829795 Condo Primary Select Portfolio Servicing, In
500829796 Single Family Residence Primary Select Portfolio Servicing, In
500829801 Single Family Residence Primary Select Portfolio Servicing, In
500829802 Condo Primary Select Portfolio Servicing, In
500830070 Single Family Residence Primary Select Portfolio Servicing, In
500830085 Single Family Residence Primary Select Portfolio Servicing, In
500830233 PUD Primary Select Portfolio Servicing, In
500830296 PUD Primary Select Portfolio Servicing, In
500830308 Single Family Residence Primary Select Portfolio Servicing, In
500830325 PUD Investment Select Portfolio Servicing, In
500830330 PUD Primary Select Portfolio Servicing, In
500830547 Single Family Residence Primary Select Portfolio Servicing, In
500830575 Single Family Residence Primary Select Portfolio Servicing, In
500830613 PUD Secondary Select Portfolio Servicing, In
500830616 2-4 Family Investment Select Portfolio Servicing, In
500830648 Single Family Residence Secondary Select Portfolio Servicing, In
500830904 Single Family Residence Primary Select Portfolio Servicing, In
500830898 2-4 Family Primary Select Portfolio Servicing, In
500830948 Single Family Residence Primary Select Portfolio Servicing, In
500830951 Single Family Residence Primary Select Portfolio Servicing, In
500831043 Single Family Residence Primary Select Portfolio Servicing, In
500805710 Single Family Residence Primary Select Portfolio Servicing, In
500831115 PUD Primary Select Portfolio Servicing, In
500831120 Single Family Residence Primary Select Portfolio Servicing, In
500831257 Single Family Residence Primary Select Portfolio Servicing, In
500831298 2-4 Family Primary Select Portfolio Servicing, In
500831381 Single Family Residence Primary Select Portfolio Servicing, In
500831410 2-4 Family Primary Select Portfolio Servicing, In
500831433 PUD Primary Select Portfolio Servicing, In
500792851 Single Family Residence Primary Select Portfolio Servicing, In
500831486 Single Family Residence Primary Select Portfolio Servicing, In
500811315 Single Family Residence Primary Select Portfolio Servicing, In
500826002 Single Family Residence Primary Select Portfolio Servicing, In
500831665 Single Family Residence Primary Select Portfolio Servicing, In
500831699 2-4 Family Primary Select Portfolio Servicing, In
500831726 PUD Primary Select Portfolio Servicing, In
500803625 Condo Primary Select Portfolio Servicing, In
500831851 Single Family Residence Primary Select Portfolio Servicing, In
500831865 PUD Primary Select Portfolio Servicing, In
500831870 Single Family Residence Primary Select Portfolio Servicing, In
500831894 Single Family Residence Primary Select Portfolio Servicing, In
500831902 Condo Primary Select Portfolio Servicing, In
500831907 2-4 Family Investment Select Portfolio Servicing, In
500831908 Single Family Residence Primary Select Portfolio Servicing, In
500831909 Single Family Residence Primary Select Portfolio Servicing, In
500831946 Single Family Residence Primary Select Portfolio Servicing, In
500832076 Single Family Residence Investment Select Portfolio Servicing, In
500832226 2-4 Family Primary Select Portfolio Servicing, In
500832227 PUD Primary Select Portfolio Servicing, In
500832244 Single Family Residence Primary Select Portfolio Servicing, In
500832446 2-4 Family Primary Select Portfolio Servicing, In
500832644 2-4 Family Primary Select Portfolio Servicing, In
500832661 Condo Secondary Select Portfolio Servicing, In
500832672 Single Family Residence Primary Select Portfolio Servicing, In
500832696 PUD Primary Select Portfolio Servicing, In
500832733 Single Family Residence Primary Select Portfolio Servicing, In
500832760 Single Family Residence Primary Select Portfolio Servicing, In
500826047 Single Family Residence Primary Select Portfolio Servicing, In
500832822 Single Family Residence Primary Select Portfolio Servicing, In
500832825 2-4 Family Primary Select Portfolio Servicing, In
500826003 Single Family Residence Primary Select Portfolio Servicing, In
500816387 PUD Primary Select Portfolio Servicing, In
500833111 Single Family Residence Primary Select Portfolio Servicing, In
500797406 2-4 Family Investment Select Portfolio Servicing, In
500833140 2-4 Family Investment Select Portfolio Servicing, In
500833175 Single Family Residence Primary Select Portfolio Servicing, In
500833199 Single Family Residence Investment Select Portfolio Servicing, In
500833254 2-4 Family Primary Select Portfolio Servicing, In
500822118 Single Family Residence Primary Select Portfolio Servicing, In
500833386 2-4 Family Primary Select Portfolio Servicing, In
500833404 Condo Primary Select Portfolio Servicing, In
500833415 2-4 Family Primary Select Portfolio Servicing, In
500833374 2-4 Family Primary Select Portfolio Servicing, In
500831467 Single Family Residence Primary Select Portfolio Servicing, In
500833043 Single Family Residence Primary Select Portfolio Servicing, In
500833463 PUD Investment Select Portfolio Servicing, In
500833479 Single Family Residence Primary Select Portfolio Servicing, In
500833618 Condo Secondary Select Portfolio Servicing, In
500833623 Single Family Residence Primary Select Portfolio Servicing, In
500833730 Condo Investment Select Portfolio Servicing, In
500833791 Single Family Residence Primary Select Portfolio Servicing, In
500833820 Single Family Residence Primary Select Portfolio Servicing, In
500833863 PUD Primary Select Portfolio Servicing, In
500833861 2-4 Family Primary Select Portfolio Servicing, In
500833865 Condo Primary Select Portfolio Servicing, In
500833918 Single Family Residence Primary Select Portfolio Servicing, In
500833922 Single Family Residence Secondary Select Portfolio Servicing, In
500834083 Single Family Residence Primary Select Portfolio Servicing, In
500834168 PUD Primary Select Portfolio Servicing, In
500834171 PUD Primary Select Portfolio Servicing, In
500806344 Single Family Residence Primary Select Portfolio Servicing, In
500833902 Single Family Residence Primary Select Portfolio Servicing, In
500834278 Single Family Residence Primary Select Portfolio Servicing, In
500834271 Single Family Residence Primary Select Portfolio Servicing, In
500834310 2-4 Family Investment Select Portfolio Servicing, In
500834329 Single Family Residence Primary Select Portfolio Servicing, In
500834454 Single Family Residence Primary Select Portfolio Servicing, In
500834459 Condo Investment Select Portfolio Servicing, In
500834637 PUD Primary Select Portfolio Servicing, In
500834522 Single Family Residence Primary Select Portfolio Servicing, In
500834674 2-4 Family Primary Select Portfolio Servicing, In
500834864 PUD Primary Select Portfolio Servicing, In
500834898 Single Family Residence Primary Select Portfolio Servicing, In
500834900 Single Family Residence Primary Select Portfolio Servicing, In
500834919 2-4 Family Primary Select Portfolio Servicing, In
500835105 PUD Primary Select Portfolio Servicing, In
500801997 Condo Primary Select Portfolio Servicing, In
500835164 Single Family Residence Primary Select Portfolio Servicing, In
500835198 Single Family Residence Primary Select Portfolio Servicing, In
500835203 Single Family Residence Secondary Select Portfolio Servicing, In
500835276 PUD Investment Select Portfolio Servicing, In
500835316 Condo Secondary Select Portfolio Servicing, In
500784487 2-4 Family Primary Select Portfolio Servicing, In
500835482 Single Family Residence Primary Select Portfolio Servicing, In
500835516 2-4 Family Primary Select Portfolio Servicing, In
500835542 Single Family Residence Investment Select Portfolio Servicing, In
500835598 2-4 Family Investment Select Portfolio Servicing, In
500835601 Single Family Residence Primary Select Portfolio Servicing, In
500835609 Single Family Residence Primary Select Portfolio Servicing, In
500835635 PUD Primary Select Portfolio Servicing, In
500835681 Single Family Residence Primary Select Portfolio Servicing, In
500835701 Single Family Residence Primary Select Portfolio Servicing, In
500835559 Single Family Residence Investment Select Portfolio Servicing, In
500835642 2-4 Family Primary Select Portfolio Servicing, In
500835787 Single Family Residence Primary Select Portfolio Servicing, In
500835860 Single Family Residence Primary Select Portfolio Servicing, In
500835901 2-4 Family Primary Select Portfolio Servicing, In
500834547 Single Family Residence Primary Select Portfolio Servicing, In
500836069 2-4 Family Primary Select Portfolio Servicing, In
500836099 Single Family Residence Primary Select Portfolio Servicing, In
500836197 Single Family Residence Primary Select Portfolio Servicing, In
500836227 2-4 Family Primary Select Portfolio Servicing, In
500799257 Single Family Residence Primary Select Portfolio Servicing, In
500836307 Single Family Residence Investment Select Portfolio Servicing, In
500836332 Single Family Residence Primary Select Portfolio Servicing, In
500836537 Single Family Residence Investment Select Portfolio Servicing, In
500836543 Single Family Residence Primary Select Portfolio Servicing, In
500836631 PUD Primary Select Portfolio Servicing, In
500825132 Single Family Residence Primary Select Portfolio Servicing, In
500836846 Single Family Residence Primary Select Portfolio Servicing, In
500836969 2-4 Family Investment Select Portfolio Servicing, In
500836999 Single Family Residence Primary Select Portfolio Servicing, In
500837022 Single Family Residence Primary Select Portfolio Servicing, In
500834730 Single Family Residence Primary Select Portfolio Servicing, In
500837056 Single Family Residence Primary Select Portfolio Servicing, In
500837080 PUD Primary Select Portfolio Servicing, In
500837099 Single Family Residence Primary Select Portfolio Servicing, In
500837152 Single Family Residence Primary Select Portfolio Servicing, In
500837180 Single Family Residence Primary Select Portfolio Servicing, In
500837193 Single Family Residence Primary Select Portfolio Servicing, In
500837199 Single Family Residence Primary Select Portfolio Servicing, In
500837217 Single Family Residence Primary Select Portfolio Servicing, In
500837282 Single Family Residence Primary Select Portfolio Servicing, In
500837334 Single Family Residence Primary Select Portfolio Servicing, In
500837341 2-4 Family Primary Select Portfolio Servicing, In
500836565 Single Family Residence Investment Select Portfolio Servicing, In
500837351 Single Family Residence Primary Select Portfolio Servicing, In
500837358 PUD Primary Select Portfolio Servicing, In
500836718 Single Family Residence Investment Select Portfolio Servicing, In
500837344 Single Family Residence Primary Select Portfolio Servicing, In
500837335 Single Family Residence Primary Select Portfolio Servicing, In
500836210 Single Family Residence Primary Select Portfolio Servicing, In
500837436 2-4 Family Primary Select Portfolio Servicing, In
500837533 Condo Primary Select Portfolio Servicing, In
500837535 Single Family Residence Primary Select Portfolio Servicing, In
500837536 Single Family Residence Primary Select Portfolio Servicing, In
500837585 Single Family Residence Primary Select Portfolio Servicing, In
500837598 PUD Investment Select Portfolio Servicing, In
500837614 2-4 Family Primary Select Portfolio Servicing, In
500780444 PUD Primary Select Portfolio Servicing, In
500837656 Single Family Residence Investment Select Portfolio Servicing, In
500835555 Condo Investment Select Portfolio Servicing, In
500837696 Single Family Residence Primary Select Portfolio Servicing, In
500837881 Single Family Residence Investment Select Portfolio Servicing, In
500729341 Single Family Residence Primary Select Portfolio Servicing, In
500837956 Single Family Residence Primary Select Portfolio Servicing, In
500838076 Single Family Residence Primary Select Portfolio Servicing, In
500838132 PUD Primary Select Portfolio Servicing, In
500838155 Single Family Residence Primary Select Portfolio Servicing, In
500838195 Single Family Residence Primary Select Portfolio Servicing, In
500838223 Condo Primary Select Portfolio Servicing, In
500838244 Single Family Residence Primary Select Portfolio Servicing, In
500838250 Single Family Residence Primary Select Portfolio Servicing, In
500838368 PUD Secondary Select Portfolio Servicing, In
500838370 Single Family Residence Primary Select Portfolio Servicing, In
500838473 PUD Primary Select Portfolio Servicing, In
500838486 Single Family Residence Primary Select Portfolio Servicing, In
500838498 PUD Primary Select Portfolio Servicing, In
500838554 Single Family Residence Primary Select Portfolio Servicing, In
500838594 PUD Primary Select Portfolio Servicing, In
500838416 Condo Primary Select Portfolio Servicing, In
500838826 Single Family Residence Primary Select Portfolio Servicing, In
500838858 2-4 Family Primary Select Portfolio Servicing, In
500838917 PUD Primary Select Portfolio Servicing, In
500838922 Condo Primary Select Portfolio Servicing, In
500838969 Single Family Residence Primary Select Portfolio Servicing, In
500838994 Condo Primary Select Portfolio Servicing, In
500833561 Condo Investment Select Portfolio Servicing, In
500838660 Single Family Residence Primary Select Portfolio Servicing, In
500839883 2-4 Family Primary Select Portfolio Servicing, In
500807086 Single Family Residence Primary Select Portfolio Servicing, In
500812080 Single Family Residence Primary Select Portfolio Servicing, In
500839929 2-4 Family Primary Select Portfolio Servicing, In
500776059 Single Family Residence Primary Select Portfolio Servicing, In
500841687 Single Family Residence Primary Select Portfolio Servicing, In
500842800 Single Family Residence Investment Select Portfolio Servicing, In
500843206 Single Family Residence Primary Select Portfolio Servicing, In
500843208 Single Family Residence Primary Select Portfolio Servicing, In
500843263 Single Family Residence Primary Select Portfolio Servicing, In
500843321 PUD Investment Select Portfolio Servicing, In
500843644 Single Family Residence Primary Select Portfolio Servicing, In
500844002 PUD Primary Select Portfolio Servicing, In
500844335 Single Family Residence Primary Select Portfolio Servicing, In
500844599 Single Family Residence Primary Select Portfolio Servicing, In
500844609 Single Family Residence Primary Select Portfolio Servicing, In
500839911 Single Family Residence Investment Select Portfolio Servicing, In
500844550 2-4 Family Primary Select Portfolio Servicing, In
500844771 Town House Primary Select Portfolio Servicing, In
500844844 2-4 Family Investment Select Portfolio Servicing, In
500844998 PUD Primary Select Portfolio Servicing, In
500845002 Single Family Residence Primary Select Portfolio Servicing, In
500845123 PUD Investment Select Portfolio Servicing, In
500845119 Condo Primary Select Portfolio Servicing, In
500845326 2-4 Family Primary Select Portfolio Servicing, In
500845595 Single Family Residence Primary Select Portfolio Servicing, In
500838753 Single Family Residence Primary Select Portfolio Servicing, In
500845641 2-4 Family Investment Select Portfolio Servicing, In
500845593 2-4 Family Primary Select Portfolio Servicing, In
500845721 Single Family Residence Primary Select Portfolio Servicing, In
500845746 PUD Primary Select Portfolio Servicing, In
500845758 Single Family Residence Investment Select Portfolio Servicing, In
500839917 PUD Primary Select Portfolio Servicing, In
500845810 PUD Primary Select Portfolio Servicing, In
500845815 Single Family Residence Primary Select Portfolio Servicing, In
500845822 Single Family Residence Investment Select Portfolio Servicing, In
500845853 Single Family Residence Primary Select Portfolio Servicing, In
500835751 Single Family Residence Primary Select Portfolio Servicing, In
500846256 Single Family Residence Primary Select Portfolio Servicing, In
500847505 Single Family Residence Primary Select Portfolio Servicing, In
500847437 Town House Primary Select Portfolio Servicing, In
500847513 Single Family Residence Primary Select Portfolio Servicing, In
500818840 Single Family Residence Primary Select Portfolio Servicing, In
500847614 Condo Primary Select Portfolio Servicing, In
500847660 2-4 Family Primary Select Portfolio Servicing, In
500847667 Single Family Residence Primary Select Portfolio Servicing, In
500847733 2-4 Family Primary Select Portfolio Servicing, In
500847744 Single Family Residence Primary Select Portfolio Servicing, In
500847758 PUD Primary Select Portfolio Servicing, In
500847763 PUD Primary Select Portfolio Servicing, In
500847827 Single Family Residence Primary Select Portfolio Servicing, In
500847845 Single Family Residence Primary Select Portfolio Servicing, In
500847855 Single Family Residence Primary Select Portfolio Servicing, In
500847938 Single Family Residence Primary Select Portfolio Servicing, In
500847978 Single Family Residence Investment Select Portfolio Servicing, In
500848053 PUD Primary Select Portfolio Servicing, In
500848253 Condo Secondary Select Portfolio Servicing, In
500848264 Single Family Residence Primary Select Portfolio Servicing, In
500848289 Single Family Residence Primary Select Portfolio Servicing, In
500811111 Single Family Residence Primary Select Portfolio Servicing, In
500848302 2-4 Family Primary Select Portfolio Servicing, In
500848317 Single Family Residence Primary Select Portfolio Servicing, In
500848379 2-4 Family Primary Select Portfolio Servicing, In
500848404 Single Family Residence Primary Select Portfolio Servicing, In
500848450 PUD Primary Select Portfolio Servicing, In
500848456 PUD Primary Select Portfolio Servicing, In
500848406 Single Family Residence Primary Select Portfolio Servicing, In
500848480 2-4 Family Primary Select Portfolio Servicing, In
500848713 Single Family Residence Primary Select Portfolio Servicing, In
500848700 Single Family Residence Primary Select Portfolio Servicing, In
500838239 Single Family Residence Primary Select Portfolio Servicing, In
500848853 Single Family Residence Investment Select Portfolio Servicing, In
500848871 Single Family Residence Primary Select Portfolio Servicing, In
500848883 PUD Primary Select Portfolio Servicing, In
500848900 Single Family Residence Primary Select Portfolio Servicing, In
500848927 Single Family Residence Primary Select Portfolio Servicing, In
500849015 Single Family Residence Primary Select Portfolio Servicing, In
500845943 Single Family Residence Investment Select Portfolio Servicing, In
500849083 PUD Primary Select Portfolio Servicing, In
500849114 Town House Primary Select Portfolio Servicing, In
500849108 Condo Primary Select Portfolio Servicing, In
500847433 Single Family Residence Primary Select Portfolio Servicing, In
500849161 2-4 Family Primary Select Portfolio Servicing, In
500849182 Single Family Residence Investment Select Portfolio Servicing, In
500849233 Single Family Residence Primary Select Portfolio Servicing, In
500849255 Condo Primary Select Portfolio Servicing, In
500807263 Single Family Residence Primary Select Portfolio Servicing, In
500742299 Single Family Residence Primary Select Portfolio Servicing, In
500849293 Single Family Residence Primary Select Portfolio Servicing, In
500849367 Single Family Residence Primary Select Portfolio Servicing, In
500821813 Single Family Residence Primary Select Portfolio Servicing, In
500805611 Single Family Residence Primary Select Portfolio Servicing, In
500834996 Single Family Residence Primary Select Portfolio Servicing, In
500849663 Single Family Residence Investment Select Portfolio Servicing, In
500849672 2-4 Family Primary Select Portfolio Servicing, In
500849678 PUD Primary Select Portfolio Servicing, In
500849683 Single Family Residence Primary Select Portfolio Servicing, In
500849708 Single Family Residence Investment Select Portfolio Servicing, In
500849802 Single Family Residence Primary Select Portfolio Servicing, In
500849806 Single Family Residence Primary Select Portfolio Servicing, In
500849859 Single Family Residence Primary Select Portfolio Servicing, In
500849774 Single Family Residence Primary Select Portfolio Servicing, In
500849876 Single Family Residence Primary Select Portfolio Servicing, In
500849921 Condo Primary Select Portfolio Servicing, In
500850055 Single Family Residence Primary Select Portfolio Servicing, In
500850065 PUD Primary Select Portfolio Servicing, In
500850080 Single Family Residence Primary Select Portfolio Servicing, In
500828557 Single Family Residence Primary Select Portfolio Servicing, In
500850122 Single Family Residence Investment Select Portfolio Servicing, In
500818202 Single Family Residence Primary Select Portfolio Servicing, In
500850121 Single Family Residence Primary Select Portfolio Servicing, In
500813861 Single Family Residence Primary Select Portfolio Servicing, In
500850176 Single Family Residence Primary Select Portfolio Servicing, In
500850198 Single Family Residence Primary Select Portfolio Servicing, In
500850253 Single Family Residence Investment Select Portfolio Servicing, In
500850281 Single Family Residence Primary Select Portfolio Servicing, In
500850416 Single Family Residence Primary Select Portfolio Servicing, In
500850468 Single Family Residence Primary Select Portfolio Servicing, In
500850478 Single Family Residence Primary Select Portfolio Servicing, In
500850526 Single Family Residence Primary Select Portfolio Servicing, In
500850537 Single Family Residence Primary Select Portfolio Servicing, In
500850574 2-4 Family Primary Select Portfolio Servicing, In
500850603 Condo Primary Select Portfolio Servicing, In
500850554 Single Family Residence Investment Select Portfolio Servicing, In
500796864 Town House Primary Select Portfolio Servicing, In
500850736 Condo Primary Select Portfolio Servicing, In
500850777 Condo Primary Select Portfolio Servicing, In
500850781 PUD Primary Select Portfolio Servicing, In
500850790 PUD Primary Select Portfolio Servicing, In
500850817 Single Family Residence Primary Select Portfolio Servicing, In
500850841 Single Family Residence Primary Select Portfolio Servicing, In
500850861 Single Family Residence Primary Select Portfolio Servicing, In
500850901 PUD Primary Select Portfolio Servicing, In
500850134 PUD Primary Select Portfolio Servicing, In
500851007 2-4 Family Primary Select Portfolio Servicing, In
500851016 Single Family Residence Primary Select Portfolio Servicing, In
500851017 Single Family Residence Primary Select Portfolio Servicing, In
500851108 2-4 Family Investment Select Portfolio Servicing, In
500851142 Single Family Residence Primary Select Portfolio Servicing, In
500851145 2-4 Family Investment Select Portfolio Servicing, In
500851193 PUD Primary Select Portfolio Servicing, In
500820768 PUD Primary Select Portfolio Servicing, In
500837095 Single Family Residence Primary Select Portfolio Servicing, In
500851302 Condo Primary Select Portfolio Servicing, In
500802253 2-4 Family Investment Select Portfolio Servicing, In
500851318 PUD Primary Select Portfolio Servicing, In
500851458 PUD Primary Select Portfolio Servicing, In
500851508 Single Family Residence Primary Select Portfolio Servicing, In
500851526 Single Family Residence Primary Select Portfolio Servicing, In
500851563 Single Family Residence Primary Select Portfolio Servicing, In
500851541 PUD Investment Select Portfolio Servicing, In
500851300 Single Family Residence Primary Select Portfolio Servicing, In
500851611 Single Family Residence Investment Select Portfolio Servicing, In
500851641 Single Family Residence Investment Select Portfolio Servicing, In
500851663 Single Family Residence Investment Select Portfolio Servicing, In
500851717 Single Family Residence Primary Select Portfolio Servicing, In
500851722 PUD Primary Select Portfolio Servicing, In
500851731 PUD Primary Select Portfolio Servicing, In
500851740 Single Family Residence Primary Select Portfolio Servicing, In
500851753 Single Family Residence Primary Select Portfolio Servicing, In
500851899 2-4 Family Primary Select Portfolio Servicing, In
500851918 PUD Primary Select Portfolio Servicing, In
500837347 2-4 Family Investment Select Portfolio Servicing, In
500814045 Single Family Residence Primary Select Portfolio Servicing, In
500851964 Single Family Residence Primary Select Portfolio Servicing, In
500852006 Single Family Residence Primary Select Portfolio Servicing, In
500852002 Single Family Residence Primary Select Portfolio Servicing, In
500852034 Condo Primary Select Portfolio Servicing, In
500852047 Single Family Residence Primary Select Portfolio Servicing, In
500852058 Single Family Residence Primary Select Portfolio Servicing, In
500852108 PUD Primary Select Portfolio Servicing, In
500852114 Single Family Residence Primary Select Portfolio Servicing, In
500852118 Single Family Residence Primary Select Portfolio Servicing, In
500852121 Single Family Residence Primary Select Portfolio Servicing, In
500852206 Single Family Residence Primary Select Portfolio Servicing, In
500852217 Single Family Residence Primary Select Portfolio Servicing, In
500852249 Single Family Residence Primary Select Portfolio Servicing, In
500852273 Single Family Residence Secondary Select Portfolio Servicing, In
500852286 PUD Primary Select Portfolio Servicing, In
500852448 Single Family Residence Primary Select Portfolio Servicing, In
500852470 Single Family Residence Investment Select Portfolio Servicing, In
500852261 PUD Primary Select Portfolio Servicing, In
500852500 Single Family Residence Primary Select Portfolio Servicing, In
500850527 2-4 Family Investment Select Portfolio Servicing, In
500852742 Single Family Residence Primary Select Portfolio Servicing, In
500852790 Single Family Residence Primary Select Portfolio Servicing, In
500852826 Single Family Residence Primary Select Portfolio Servicing, In
500837455 Single Family Residence Primary Select Portfolio Servicing, In
500852838 Single Family Residence Investment Select Portfolio Servicing, In
500852859 Single Family Residence Primary Select Portfolio Servicing, In
500852862 Single Family Residence Primary Select Portfolio Servicing, In
500852900 Single Family Residence Primary Select Portfolio Servicing, In
500852922 PUD Primary Select Portfolio Servicing, In
500822756 PUD Primary Select Portfolio Servicing, In
500809235 PUD Investment Select Portfolio Servicing, In
500853050 Single Family Residence Investment Select Portfolio Servicing, In
500853011 Single Family Residence Primary Select Portfolio Servicing, In
500849848 PUD Secondary Select Portfolio Servicing, In
500853102 Single Family Residence Primary Select Portfolio Servicing, In
500849241 Single Family Residence Primary Select Portfolio Servicing, In
500852496 Single Family Residence Primary Select Portfolio Servicing, In
500850722 Single Family Residence Primary Select Portfolio Servicing, In
500853173 Single Family Residence Primary Select Portfolio Servicing, In
500853179 Single Family Residence Primary Select Portfolio Servicing, In
500853215 PUD Investment Select Portfolio Servicing, In
500853241 Single Family Residence Investment Select Portfolio Servicing, In
500853265 PUD Primary Select Portfolio Servicing, In
500851984 Single Family Residence Primary Select Portfolio Servicing, In
500853385 Condo Secondary Select Portfolio Servicing, In
500853466 PUD Primary Select Portfolio Servicing, In
500853495 Single Family Residence Primary Select Portfolio Servicing, In
500853524 Single Family Residence Primary Select Portfolio Servicing, In
500853645 Single Family Residence Primary Select Portfolio Servicing, In
500848559 PUD Primary Select Portfolio Servicing, In
500853656 Single Family Residence Primary Select Portfolio Servicing, In
500848195 Single Family Residence Primary Select Portfolio Servicing, In
500853679 Single Family Residence Primary Select Portfolio Servicing, In
500852546 Single Family Residence Primary Select Portfolio Servicing, In
500851269 Single Family Residence Primary Select Portfolio Servicing, In
500834239 Single Family Residence Primary Select Portfolio Servicing, In
500853775 Single Family Residence Primary Select Portfolio Servicing, In
500853793 2-4 Family Primary Select Portfolio Servicing, In
500854044 Single Family Residence Primary Select Portfolio Servicing, In
500826636 PUD Secondary Select Portfolio Servicing, In
500853664 2-4 Family Primary Select Portfolio Servicing, In
500853789 Single Family Residence Primary Select Portfolio Servicing, In
500854283 2-4 Family Primary Select Portfolio Servicing, In
500794423 Single Family Residence Primary Select Portfolio Servicing, In
500854275 Single Family Residence Primary Select Portfolio Servicing, In
500854335 Single Family Residence Primary Select Portfolio Servicing, In
500854346 Condo Primary Select Portfolio Servicing, In
500854349 PUD Primary Select Portfolio Servicing, In
500854352 Single Family Residence Primary Select Portfolio Servicing, In
500854355 Single Family Residence Primary Select Portfolio Servicing, In
500854361 Single Family Residence Primary Select Portfolio Servicing, In
500854364 Condo Primary Select Portfolio Servicing, In
500854366 Condo Primary Select Portfolio Servicing, In
500854371 Condo Primary Select Portfolio Servicing, In
500854372 PUD Primary Select Portfolio Servicing, In
500854377 PUD Primary Select Portfolio Servicing, In
500854380 PUD Primary Select Portfolio Servicing, In
500854382 PUD Primary Select Portfolio Servicing, In
500854387 PUD Primary Select Portfolio Servicing, In
500854388 PUD Primary Select Portfolio Servicing, In
500854390 PUD Primary Select Portfolio Servicing, In
500854391 Single Family Residence Primary Select Portfolio Servicing, In
500854392 Condo Primary Select Portfolio Servicing, In
500854398 PUD Primary Select Portfolio Servicing, In
500854402 Single Family Residence Primary Select Portfolio Servicing, In
500854409 Single Family Residence Primary Select Portfolio Servicing, In
500854410 Single Family Residence Primary Select Portfolio Servicing, In
500854413 PUD Primary Select Portfolio Servicing, In
500854416 PUD Primary Select Portfolio Servicing, In
500854417 PUD Primary Select Portfolio Servicing, In
500854420 PUD Primary Select Portfolio Servicing, In
500854421 Condo Primary Select Portfolio Servicing, In
500854424 Single Family Residence Primary Select Portfolio Servicing, In
500854425 Single Family Residence Primary Select Portfolio Servicing, In
500854426 PUD Primary Select Portfolio Servicing, In
500854436 PUD Primary Select Portfolio Servicing, In
500854438 Single Family Residence Primary Select Portfolio Servicing, In
500854444 Single Family Residence Primary Select Portfolio Servicing, In
500854453 PUD Primary Select Portfolio Servicing, In
500854455 Condo Primary Select Portfolio Servicing, In
500854461 Single Family Residence Primary Select Portfolio Servicing, In
500854467 Condo Primary Select Portfolio Servicing, In
500854473 PUD Primary Select Portfolio Servicing, In
500854479 PUD Primary Select Portfolio Servicing, In
500854481 Condo Primary Select Portfolio Servicing, In
500854483 PUD Secondary Select Portfolio Servicing, In
500854488 Single Family Residence Primary Select Portfolio Servicing, In
500854491 Condo Primary Select Portfolio Servicing, In
500854492 Single Family Residence Primary Select Portfolio Servicing, In
500854495 PUD Primary Select Portfolio Servicing, In
500854496 PUD Primary Select Portfolio Servicing, In
500854505 PUD Primary Select Portfolio Servicing, In
500854509 PUD Primary Select Portfolio Servicing, In
500854515 PUD Primary Select Portfolio Servicing, In
500854517 PUD Primary Select Portfolio Servicing, In
500854527 Single Family Residence Primary Select Portfolio Servicing, In
500854535 PUD Primary Select Portfolio Servicing, In
500854542 PUD Primary Select Portfolio Servicing, In
500854543 Single Family Residence Primary Select Portfolio Servicing, In
500854545 Condo Primary Select Portfolio Servicing, In
500854709 Single Family Residence Primary Select Portfolio Servicing, In
500854881 PUD Primary Select Portfolio Servicing, In
500855254 2-4 Family Primary Select Portfolio Servicing, In
500855276 Single Family Residence Primary Select Portfolio Servicing, In
500855320 Condo Primary Select Portfolio Servicing, In
500855336 Single Family Residence Primary Select Portfolio Servicing, In
500855351 PUD Primary Select Portfolio Servicing, In
500855366 PUD Primary Select Portfolio Servicing, In
500855406 Single Family Residence Primary Select Portfolio Servicing, In
500855414 Single Family Residence Primary Select Portfolio Servicing, In
500855461 Single Family Residence Primary Select Portfolio Servicing, In
500855458 Single Family Residence Primary Select Portfolio Servicing, In
500855467 Single Family Residence Primary Select Portfolio Servicing, In
500855502 Condo Primary Select Portfolio Servicing, In
500855301 Single Family Residence Primary Select Portfolio Servicing, In
500855545 PUD Primary Select Portfolio Servicing, In
500855571 Single Family Residence Primary Select Portfolio Servicing, In
500779955 Single Family Residence Primary Select Portfolio Servicing, In
500855659 Single Family Residence Primary Select Portfolio Servicing, In
500824622 Single Family Residence Primary Select Portfolio Servicing, In
500855719 Single Family Residence Investment Select Portfolio Servicing, In
500855775 Single Family Residence Primary Select Portfolio Servicing, In
500855785 Single Family Residence Primary Select Portfolio Servicing, In
500816403 Single Family Residence Primary Select Portfolio Servicing, In
500855944 2-4 Family Primary Select Portfolio Servicing, In
500845469 PUD Primary Select Portfolio Servicing, In
500856003 Single Family Residence Primary Select Portfolio Servicing, In
500856033 Single Family Residence Primary Select Portfolio Servicing, In
500856034 PUD Primary Select Portfolio Servicing, In
500856052 2-4 Family Primary Select Portfolio Servicing, In
500856089 Single Family Residence Primary Select Portfolio Servicing, In
500850115 Condo Secondary Select Portfolio Servicing, In
500856243 Single Family Residence Primary Select Portfolio Servicing, In
500856252 Single Family Residence Primary Select Portfolio Servicing, In
500856287 Single Family Residence Primary Select Portfolio Servicing, In
500856259 Single Family Residence Primary Select Portfolio Servicing, In
500807276 2-4 Family Investment Select Portfolio Servicing, In
500855412 Condo Primary Select Portfolio Servicing, In
500856433 Single Family Residence Primary Select Portfolio Servicing, In
500784103 2-4 Family Primary Select Portfolio Servicing, In
500856547 Single Family Residence Primary Select Portfolio Servicing, In
500856570 Single Family Residence Investment Select Portfolio Servicing, In
500809259 PUD Investment Select Portfolio Servicing, In
500856576 Single Family Residence Investment Select Portfolio Servicing, In
500856643 Single Family Residence Primary Select Portfolio Servicing, In
500856645 Single Family Residence Primary Select Portfolio Servicing, In
500856700 PUD Primary Select Portfolio Servicing, In
500856896 Single Family Residence Investment Select Portfolio Servicing, In
500856936 Single Family Residence Primary Select Portfolio Servicing, In
500856985 Single Family Residence Primary Select Portfolio Servicing, In
500856988 PUD Primary Select Portfolio Servicing, In
500856990 Single Family Residence Primary Select Portfolio Servicing, In
500857028 Single Family Residence Primary Select Portfolio Servicing, In
500856786 Single Family Residence Primary Select Portfolio Servicing, In
500857067 Single Family Residence Primary Select Portfolio Servicing, In
500835246 PUD Primary Select Portfolio Servicing, In
500857027 PUD Primary Select Portfolio Servicing, In
500857088 PUD Primary Select Portfolio Servicing, In
500857094 Single Family Residence Primary Select Portfolio Servicing, In
500857106 PUD Primary Select Portfolio Servicing, In
500857129 PUD Primary Select Portfolio Servicing, In
500857165 Single Family Residence Investment Select Portfolio Servicing, In
500857205 PUD Primary Select Portfolio Servicing, In
500856853 2-4 Family Primary Select Portfolio Servicing, In
500854317 PUD Primary Select Portfolio Servicing, In
500857279 2-4 Family Investment Select Portfolio Servicing, In
500857469 Single Family Residence Primary Select Portfolio Servicing, In
500857487 PUD Primary Select Portfolio Servicing, In
500857490 Single Family Residence Primary Select Portfolio Servicing, In
500857542 Single Family Residence Primary Select Portfolio Servicing, In
500857599 Single Family Residence Investment Select Portfolio Servicing, In
500857603 Single Family Residence Primary Select Portfolio Servicing, In
500857604 Single Family Residence Primary Select Portfolio Servicing, In
500857670 PUD Primary Select Portfolio Servicing, In
500816413 PUD Primary Select Portfolio Servicing, In
500816431 Single Family Residence Primary Select Portfolio Servicing, In
500857727 2-4 Family Investment Select Portfolio Servicing, In
500818035 Single Family Residence Primary Select Portfolio Servicing, In
500826595 Single Family Residence Investment Select Portfolio Servicing, In
500858123 Single Family Residence Primary Select Portfolio Servicing, In
500858141 Single Family Residence Primary Select Portfolio Servicing, In
500818438 Single Family Residence Investment Select Portfolio Servicing, In
500816442 PUD Primary Select Portfolio Servicing, In
500858213 Single Family Residence Primary Select Portfolio Servicing, In
500858355 2-4 Family Primary Select Portfolio Servicing, In
500853602 Single Family Residence Primary Select Portfolio Servicing, In
500858387 2-4 Family Primary Select Portfolio Servicing, In
500858397 2-4 Family Primary Select Portfolio Servicing, In
500858434 2-4 Family Investment Select Portfolio Servicing, In
500851990 Condo Primary Select Portfolio Servicing, In
500858664 Town House Primary Select Portfolio Servicing, In
500807550 Single Family Residence Primary Select Portfolio Servicing, In
500858690 Single Family Residence Primary Select Portfolio Servicing, In
500858681 Single Family Residence Primary Select Portfolio Servicing, In
500849553 2-4 Family Primary Select Portfolio Servicing, In
500858943 Single Family Residence Investment Select Portfolio Servicing, In
500852021 PUD Primary Select Portfolio Servicing, In
500859139 PUD Primary Select Portfolio Servicing, In
500859329 Single Family Residence Primary Select Portfolio Servicing, In
500859336 Single Family Residence Primary Select Portfolio Servicing, In
500821411 Single Family Residence Primary Select Portfolio Servicing, In
500859483 2-4 Family Investment Select Portfolio Servicing, In
500859519 PUD Primary Select Portfolio Servicing, In
500859497 Single Family Residence Primary Select Portfolio Servicing, In
500859563 PUD Primary Select Portfolio Servicing, In
500859603 Single Family Residence Primary Select Portfolio Servicing, In
500859628 PUD Investment Select Portfolio Servicing, In
500859849 Single Family Residence Primary Select Portfolio Servicing, In
500859933 Single Family Residence Investment Select Portfolio Servicing, In
500859938 Single Family Residence Investment Select Portfolio Servicing, In
500812053 Single Family Residence Primary Select Portfolio Servicing, In
500859971 Single Family Residence Primary Select Portfolio Servicing, In
500860014 PUD Primary Select Portfolio Servicing, In
500860177 Single Family Residence Primary Select Portfolio Servicing, In
500860242 PUD Primary Select Portfolio Servicing, In
500860291 Single Family Residence Primary Select Portfolio Servicing, In
500860295 Single Family Residence Primary Select Portfolio Servicing, In
500860342 Single Family Residence Primary Select Portfolio Servicing, In
500860430 PUD Primary Select Portfolio Servicing, In
500860505 PUD Primary Select Portfolio Servicing, In
500812274 Single Family Residence Investment Select Portfolio Servicing, In
500828560 Single Family Residence Primary Select Portfolio Servicing, In
500860581 PUD Investment Select Portfolio Servicing, In
500860658 Single Family Residence Primary Select Portfolio Servicing, In
500860875 Condo Primary Select Portfolio Servicing, In
500855194 Single Family Residence Primary Select Portfolio Servicing, In
500860894 Single Family Residence Primary Select Portfolio Servicing, In
500860937 PUD Primary Select Portfolio Servicing, In
500861059 Single Family Residence Primary Select Portfolio Servicing, In
500861062 PUD Primary Select Portfolio Servicing, In
500861285 Single Family Residence Primary Select Portfolio Servicing, In
500809471 Single Family Residence Primary Select Portfolio Servicing, In
500837121 Single Family Residence Primary Select Portfolio Servicing, In
500861504 Single Family Residence Primary Select Portfolio Servicing, In
500861778 Single Family Residence Primary Select Portfolio Servicing, In
500861835 Single Family Residence Primary Select Portfolio Servicing, In
500860613 PUD Primary Select Portfolio Servicing, In
500861968 PUD Primary Select Portfolio Servicing, In
500861972 PUD Primary Select Portfolio Servicing, In
500861979 PUD Primary Select Portfolio Servicing, In
500861982 PUD Primary Select Portfolio Servicing, In
500836560 Single Family Residence Investment Select Portfolio Servicing, In
500862374 Single Family Residence Primary Select Portfolio Servicing, In
500862608 Single Family Residence Primary Select Portfolio Servicing, In
500862636 2-4 Family Primary Select Portfolio Servicing, In
500862646 Condo Primary Select Portfolio Servicing, In
500824212 2-4 Family Primary Select Portfolio Servicing, In
500825028 PUD Primary Select Portfolio Servicing, In
500860960 Single Family Residence Primary Select Portfolio Servicing, In
500858115 Single Family Residence Primary Select Portfolio Servicing, In
500862963 PUD Primary Select Portfolio Servicing, In
500821783 Single Family Residence Primary Select Portfolio Servicing, In
500857070 Single Family Residence Primary Select Portfolio Servicing, In
500863545 Single Family Residence Primary Select Portfolio Servicing, In
500863733 Condo Primary Select Portfolio Servicing, In
500863739 PUD Primary Select Portfolio Servicing, In
500863747 Single Family Residence Primary Select Portfolio Servicing, In
500863882 Single Family Residence Primary Select Portfolio Servicing, In
500826311 Condo Primary Select Portfolio Servicing, In
500863990 Single Family Residence Primary Select Portfolio Servicing, In
500864164 Condo Investment Select Portfolio Servicing, In
500864255 Condo Primary Select Portfolio Servicing, In
500864248 PUD Investment Select Portfolio Servicing, In
500864317 PUD Investment Select Portfolio Servicing, In
500864360 Single Family Residence Primary Select Portfolio Servicing, In
500864368 PUD Investment Select Portfolio Servicing, In
500849677 Single Family Residence Primary Select Portfolio Servicing, In
500864534 Single Family Residence Primary Select Portfolio Servicing, In
500802251 PUD Primary Select Portfolio Servicing, In
500848720 Single Family Residence Primary Select Portfolio Servicing, In
500864816 Single Family Residence Primary Select Portfolio Servicing, In
500862156 Single Family Residence Primary Select Portfolio Servicing, In
500864969 PUD Primary Select Portfolio Servicing, In
500864975 PUD Primary Select Portfolio Servicing, In
500864981 Single Family Residence Primary Select Portfolio Servicing, In
500864982 Single Family Residence Primary Select Portfolio Servicing, In
500864989 Single Family Residence Primary Select Portfolio Servicing, In
500865004 PUD Primary Select Portfolio Servicing, In
500865009 PUD Primary Select Portfolio Servicing, In
500865010 Condo Secondary Select Portfolio Servicing, In
500865014 PUD Primary Select Portfolio Servicing, In
500865015 PUD Primary Select Portfolio Servicing, In
500865018 PUD Secondary Select Portfolio Servicing, In
500865019 PUD Primary Select Portfolio Servicing, In
500865020 PUD Primary Select Portfolio Servicing, In
500865032 PUD Primary Select Portfolio Servicing, In
500856596 Single Family Residence Primary Select Portfolio Servicing, In
500865252 Single Family Residence Primary Select Portfolio Servicing, In
500865313 Single Family Residence Primary Select Portfolio Servicing, In
500865485 PUD Primary Select Portfolio Servicing, In
500865488 PUD Primary Select Portfolio Servicing, In
500855034 Single Family Residence Primary Select Portfolio Servicing, In
500827819 Condo Primary Select Portfolio Servicing, In
500868043 Condo Primary Select Portfolio Servicing, In
500868299 2-4 Family Primary Select Portfolio Servicing, In
500825675 Single Family Residence Investment Select Portfolio Servicing, In
500842354 Single Family Residence Primary Select Portfolio Servicing, In
500848874 Single Family Residence Primary Select Portfolio Servicing, In
500831463 2-4 Family Investment Select Portfolio Servicing, In
500816281 Single Family Residence Investment Select Portfolio Servicing, In
500871361 Single Family Residence Primary Select Portfolio Servicing, In
407338556 Single Family Residence Investment Select Portfolio Servicing, In
408417698 Condo Primary Select Portfolio Servicing, In
408417699 Single Family Residence Primary Select Portfolio Servicing, In
408417700 Single Family Residence Primary Select Portfolio Servicing, In
408417701 Single Family Residence Primary Select Portfolio Servicing, In
408417704 Single Family Residence Primary Select Portfolio Servicing, In
408417705 PUD Primary Select Portfolio Servicing, In
408417706 PUD Primary Select Portfolio Servicing, In
408417711 Single Family Residence Primary Select Portfolio Servicing, In
408417713 Single Family Residence Primary Select Portfolio Servicing, In
408417714 Single Family Residence Primary Select Portfolio Servicing, In
408417724 Single Family Residence Primary Select Portfolio Servicing, In
408417725 Condo Primary Select Portfolio Servicing, In
408417728 Single Family Residence Primary Select Portfolio Servicing, In
408417731 Single Family Residence Primary Select Portfolio Servicing, In
408417732 Town House Investment Select Portfolio Servicing, In
408417735 PUD Investment Select Portfolio Servicing, In
408417736 Single Family Residence Primary Select Portfolio Servicing, In
408417737 PUD Primary Select Portfolio Servicing, In
408417738 Condo Primary Select Portfolio Servicing, In
408417743 Single Family Residence Investment Select Portfolio Servicing, In
408417746 Condo Primary Select Portfolio Servicing, In
408417748 Single Family Residence Primary Select Portfolio Servicing, In
408417751 Single Family Residence Primary Select Portfolio Servicing, In
408417753 Single Family Residence Primary Select Portfolio Servicing, In
408417757 Single Family Residence Primary Select Portfolio Servicing, In
408417758 Single Family Residence Investment Select Portfolio Servicing, In
408417759 PUD Primary Select Portfolio Servicing, In
408417760 Single Family Residence Primary Select Portfolio Servicing, In
408417761 Condo Primary Select Portfolio Servicing, In
408417765 Condo Primary Select Portfolio Servicing, In
408417766 Single Family Residence Primary Select Portfolio Servicing, In
408417767 PUD Primary Select Portfolio Servicing, In
408417768 Single Family Residence Primary Select Portfolio Servicing, In
408417770 PUD Primary Select Portfolio Servicing, In
408417773 Single Family Residence Investment Select Portfolio Servicing, In
408417779 Single Family Residence Primary Select Portfolio Servicing, In
408417782 Single Family Residence Primary Select Portfolio Servicing, In
408417785 PUD Investment Select Portfolio Servicing, In
408417789 Single Family Residence Primary Select Portfolio Servicing, In
408417797 Single Family Residence Primary Select Portfolio Servicing, In
408417801 PUD Primary Select Portfolio Servicing, In
408417805 Single Family Residence Primary Select Portfolio Servicing, In
408417809 Condo Primary Select Portfolio Servicing, In
408417810 PUD Secondary Select Portfolio Servicing, In
408417811 Single Family Residence Primary Select Portfolio Servicing, In
408417814 Single Family Residence Primary Select Portfolio Servicing, In
408417815 Single Family Residence Primary Select Portfolio Servicing, In
408417816 Condo Primary Select Portfolio Servicing, In
408417819 PUD Primary Select Portfolio Servicing, In
408417822 Single Family Residence Primary Select Portfolio Servicing, In
408417824 Single Family Residence Primary Select Portfolio Servicing, In
408417825 PUD Primary Select Portfolio Servicing, In
408417828 Single Family Residence Primary Select Portfolio Servicing, In
408417830 Condo Primary Select Portfolio Servicing, In
408417833 Condo Primary Select Portfolio Servicing, In
408417834 Single Family Residence Primary Select Portfolio Servicing, In
408417835 Single Family Residence Primary Select Portfolio Servicing, In
408417836 Condo Secondary Select Portfolio Servicing, In
408417845 Condo Primary Select Portfolio Servicing, In
408417848 Single Family Residence Primary Select Portfolio Servicing, In
408417849 Single Family Residence Primary Select Portfolio Servicing, In
408417850 PUD Primary Select Portfolio Servicing, In
408417852 Single Family Residence Primary Select Portfolio Servicing, In
408417855 Single Family Residence Investment Select Portfolio Servicing, In
408417856 PUD Primary Select Portfolio Servicing, In
408417858 Single Family Residence Primary Select Portfolio Servicing, In
408417865 PUD Primary Select Portfolio Servicing, In
408417866 Single Family Residence Primary Select Portfolio Servicing, In
408417869 Single Family Residence Primary Select Portfolio Servicing, In
408417870 Single Family Residence Primary Select Portfolio Servicing, In
408417872 Single Family Residence Primary Select Portfolio Servicing, In
408417873 PUD Primary Select Portfolio Servicing, In
408417874 Single Family Residence Primary Select Portfolio Servicing, In
408417875 PUD Primary Select Portfolio Servicing, In
408417879 Single Family Residence Investment Select Portfolio Servicing, In
408417880 Single Family Residence Primary Select Portfolio Servicing, In
408417882 Single Family Residence Primary Select Portfolio Servicing, In
408417886 Single Family Residence Primary Select Portfolio Servicing, In
408417890 Single Family Residence Primary Select Portfolio Servicing, In
408417893 Single Family Residence Primary Select Portfolio Servicing, In
408417894 PUD Primary Select Portfolio Servicing, In
408417895 Single Family Residence Investment Select Portfolio Servicing, In
408417899 2-4 Family Investment Select Portfolio Servicing, In
408417900 Single Family Residence Primary Select Portfolio Servicing, In
408417901 Single Family Residence Primary Select Portfolio Servicing, In
408417905 Condo Primary Select Portfolio Servicing, In
408417909 PUD Primary Select Portfolio Servicing, In
408417910 Single Family Residence Primary Select Portfolio Servicing, In
408417911 Single Family Residence Primary Select Portfolio Servicing, In
408417912 Single Family Residence Primary Select Portfolio Servicing, In
408417916 Single Family Residence Primary Select Portfolio Servicing, In
408417917 Single Family Residence Primary Select Portfolio Servicing, In
408417918 Single Family Residence Primary Select Portfolio Servicing, In
408417921 PUD Primary Select Portfolio Servicing, In
408417922 PUD Primary Select Portfolio Servicing, In
408417925 Single Family Residence Primary Select Portfolio Servicing, In
408417929 Single Family Residence Primary Select Portfolio Servicing, In
408417933 Single Family Residence Primary Select Portfolio Servicing, In
408417938 Single Family Residence Primary Select Portfolio Servicing, In
408417940 PUD Primary Select Portfolio Servicing, In
408417941 Condo Primary Select Portfolio Servicing, In
408417947 Single Family Residence Primary Select Portfolio Servicing, In
408417953 Single Family Residence Primary Select Portfolio Servicing, In
408417955 Single Family Residence Primary Select Portfolio Servicing, In
408417959 Single Family Residence Primary Select Portfolio Servicing, In
408417962 Single Family Residence Primary Select Portfolio Servicing, In
408417963 Single Family Residence Primary Select Portfolio Servicing, In
408417973 Single Family Residence Primary Select Portfolio Servicing, In
408417974 Single Family Residence Primary Select Portfolio Servicing, In
408417977 Single Family Residence Primary Select Portfolio Servicing, In
408417979 PUD Primary Select Portfolio Servicing, In
408417980 Single Family Residence Primary Select Portfolio Servicing, In
408417982 Single Family Residence Primary Select Portfolio Servicing, In
408417986 PUD Primary Select Portfolio Servicing, In
408417987 Single Family Residence Primary Select Portfolio Servicing, In
408417990 PUD Primary Select Portfolio Servicing, In
408417998 Condo Primary Select Portfolio Servicing, In
408418006 Single Family Residence Primary Select Portfolio Servicing, In
408418011 Single Family Residence Primary Select Portfolio Servicing, In
408418014 Single Family Residence Primary Select Portfolio Servicing, In
408418016 Single Family Residence Primary Select Portfolio Servicing, In
408418017 Single Family Residence Primary Select Portfolio Servicing, In
408418024 Single Family Residence Investment Select Portfolio Servicing, In
408418025 Single Family Residence Primary Select Portfolio Servicing, In
408418026 Single Family Residence Primary Select Portfolio Servicing, In
408418027 Single Family Residence Investment Select Portfolio Servicing, In
408418028 Single Family Residence Primary Select Portfolio Servicing, In
408418030 Single Family Residence Primary Select Portfolio Servicing, In
408418033 Single Family Residence Primary Select Portfolio Servicing, In
408418039 Condo Primary Select Portfolio Servicing, In
408418041 Single Family Residence Primary Select Portfolio Servicing, In
408418044 Single Family Residence Primary Select Portfolio Servicing, In
408418045 Single Family Residence Primary Select Portfolio Servicing, In
408418046 Single Family Residence Primary Select Portfolio Servicing, In
408418050 Single Family Residence Primary Select Portfolio Servicing, In
408418051 Single Family Residence Primary Select Portfolio Servicing, In
408418053 PUD Primary Select Portfolio Servicing, In
408418056 Condo Primary Select Portfolio Servicing, In
408418060 PUD Primary Select Portfolio Servicing, In
408418066 PUD Primary Select Portfolio Servicing, In
408418067 Single Family Residence Primary Select Portfolio Servicing, In
408418068 Single Family Residence Primary Select Portfolio Servicing, In
408418071 Single Family Residence Primary Select Portfolio Servicing, In
408418073 Single Family Residence Primary Select Portfolio Servicing, In
408418077 Single Family Residence Primary Select Portfolio Servicing, In
408436615 Single Family Residence Primary Select Portfolio Servicing, In
408436616 2-4 Family Primary Select Portfolio Servicing, In
408436618 2-4 Family Primary Select Portfolio Servicing, In
408436619 Single Family Residence Primary Select Portfolio Servicing, In
408436625 PUD Investment Select Portfolio Servicing, In
408436627 PUD Secondary Select Portfolio Servicing, In
408436631 Single Family Residence Primary Select Portfolio Servicing, In
408436633 Single Family Residence Investment Select Portfolio Servicing, In
408436634 Single Family Residence Primary Select Portfolio Servicing, In
408436635 Single Family Residence Primary Select Portfolio Servicing, In
408436637 2-4 Family Primary Select Portfolio Servicing, In
408436640 2-4 Family Primary Select Portfolio Servicing, In
408436647 Condo Primary Select Portfolio Servicing, In
408436650 Single Family Residence Primary Select Portfolio Servicing, In
408436652 Single Family Residence Investment Select Portfolio Servicing, In
408436654 Condo Primary Select Portfolio Servicing, In
408436655 Single Family Residence Primary Select Portfolio Servicing, In
408436658 Single Family Residence Primary Select Portfolio Servicing, In
408436659 2-4 Family Investment Select Portfolio Servicing, In
408436660 2-4 Family Investment Select Portfolio Servicing, In
408436661 2-4 Family Investment Select Portfolio Servicing, In
408436671 Single Family Residence Primary Select Portfolio Servicing, In
408436679 Single Family Residence Primary Select Portfolio Servicing, In
408436681 Single Family Residence Primary Select Portfolio Servicing, In
408436682 2-4 Family Primary Select Portfolio Servicing, In
408436683 2-4 Family Primary Select Portfolio Servicing, In
408436688 Single Family Residence Primary Select Portfolio Servicing, In
408436690 PUD Primary Select Portfolio Servicing, In
408436693 PUD Primary Select Portfolio Servicing, In
408436697 Single Family Residence Primary Select Portfolio Servicing, In
408436700 Single Family Residence Primary Select Portfolio Servicing, In
408436701 Single Family Residence Primary Select Portfolio Servicing, In
408436702 Single Family Residence Primary Select Portfolio Servicing, In
408436703 Single Family Residence Primary Select Portfolio Servicing, In
408436704 Single Family Residence Primary Select Portfolio Servicing, In
408436705 Single Family Residence Primary Select Portfolio Servicing, In
408436706 Condo Primary Select Portfolio Servicing, In
408436707 Condo Investment Select Portfolio Servicing, In
408436709 Single Family Residence Primary Select Portfolio Servicing, In
408436713 Single Family Residence Primary Select Portfolio Servicing, In
408436716 Single Family Residence Primary Select Portfolio Servicing, In
408436720 Single Family Residence Primary Select Portfolio Servicing, In
408436721 2-4 Family Primary Select Portfolio Servicing, In
408436722 Single Family Residence Primary Select Portfolio Servicing, In
408436723 Condo Primary Select Portfolio Servicing, In
408436725 Condo Primary Select Portfolio Servicing, In
408436726 Single Family Residence Primary Select Portfolio Servicing, In
408436731 Condo Primary Select Portfolio Servicing, In
408436732 Single Family Residence Primary Select Portfolio Servicing, In
408436738 Single Family Residence Primary Select Portfolio Servicing, In
408436739 Condo Primary Select Portfolio Servicing, In
408436740 Single Family Residence Primary Select Portfolio Servicing, In
408436744 PUD Primary Select Portfolio Servicing, In
408436745 Single Family Residence Primary Select Portfolio Servicing, In
408436750 Condo Primary Select Portfolio Servicing, In
408436751 Condo Primary Select Portfolio Servicing, In
408436754 Single Family Residence Primary Select Portfolio Servicing, In
408436764 Single Family Residence Primary Select Portfolio Servicing, In
408436765 2-4 Family Primary Select Portfolio Servicing, In
408436769 Condo Primary Select Portfolio Servicing, In
408436771 Single Family Residence Primary Select Portfolio Servicing, In
408436772 Single Family Residence Primary Select Portfolio Servicing, In
408436788 Single Family Residence Primary Select Portfolio Servicing, In
408436789 Single Family Residence Primary Select Portfolio Servicing, In
408436794 Single Family Residence Primary Select Portfolio Servicing, In
408436796 Single Family Residence Primary Select Portfolio Servicing, In
408436797 2-4 Family Primary Select Portfolio Servicing, In
408436799 PUD Primary Select Portfolio Servicing, In
408436801 Single Family Residence Primary Select Portfolio Servicing, In
408436802 Single Family Residence Primary Select Portfolio Servicing, In
408436806 2-4 Family Investment Select Portfolio Servicing, In
408436809 Condo Primary Select Portfolio Servicing, In
408436810 Single Family Residence Primary Select Portfolio Servicing, In
408436818 Single Family Residence Primary Select Portfolio Servicing, In
408436820 Single Family Residence Primary Select Portfolio Servicing, In
408436822 Single Family Residence Primary Select Portfolio Servicing, In
408436829 2-4 Family Investment Select Portfolio Servicing, In
408436837 2-4 Family Primary Select Portfolio Servicing, In
408436838 Single Family Residence Primary Select Portfolio Servicing, In
408436839 2-4 Family Primary Select Portfolio Servicing, In
408436843 PUD Primary Select Portfolio Servicing, In
408436846 Single Family Residence Primary Select Portfolio Servicing, In
408436849 PUD Primary Select Portfolio Servicing, In
408436851 Single Family Residence Primary Select Portfolio Servicing, In
408436852 Single Family Residence Primary Select Portfolio Servicing, In
408436857 Single Family Residence Primary Select Portfolio Servicing, In
408436858 2-4 Family Primary Select Portfolio Servicing, In
408436862 Single Family Residence Primary Select Portfolio Servicing, In
408436863 2-4 Family Primary Select Portfolio Servicing, In
408436867 Single Family Residence Primary Select Portfolio Servicing, In
408436868 Single Family Residence Investment Select Portfolio Servicing, In
408436869 Single Family Residence Primary Select Portfolio Servicing, In
408436872 PUD Primary Select Portfolio Servicing, In
408436873 Single Family Residence Primary Select Portfolio Servicing, In
408436874 Single Family Residence Primary Select Portfolio Servicing, In
408436878 Condo Primary Select Portfolio Servicing, In
408436880 PUD Primary Select Portfolio Servicing, In
408436882 2-4 Family Primary Select Portfolio Servicing, In
408436889 Single Family Residence Primary Select Portfolio Servicing, In
408436900 Condo Primary Select Portfolio Servicing, In
408436901 PUD Primary Select Portfolio Servicing, In
408436910 2-4 Family Primary Select Portfolio Servicing, In
408436914 Single Family Residence Primary Select Portfolio Servicing, In
408436920 PUD Investment Select Portfolio Servicing, In
408436923 PUD Primary Select Portfolio Servicing, In
408436924 Single Family Residence Primary Select Portfolio Servicing, In
408436929 Single Family Residence Primary Select Portfolio Servicing, In
408436930 Single Family Residence Primary Select Portfolio Servicing, In
408436933 Single Family Residence Primary Select Portfolio Servicing, In
408436934 Single Family Residence Primary Select Portfolio Servicing, In
408436940 Single Family Residence Primary Select Portfolio Servicing, In
408436948 Single Family Residence Primary Select Portfolio Servicing, In
408436950 Single Family Residence Primary Select Portfolio Servicing, In
408436951 Condo Primary Select Portfolio Servicing, In
408436954 Single Family Residence Primary Select Portfolio Servicing, In
408436957 Single Family Residence Primary Select Portfolio Servicing, In
408436958 Single Family Residence Primary Select Portfolio Servicing, In
408436960 2-4 Family Primary Select Portfolio Servicing, In
408436967 Single Family Residence Primary Select Portfolio Servicing, In
408436968 Single Family Residence Primary Select Portfolio Servicing, In
408436971 Condo Primary Select Portfolio Servicing, In
408436974 Single Family Residence Primary Select Portfolio Servicing, In
408436975 Single Family Residence Primary Select Portfolio Servicing, In
408436976 PUD Primary Select Portfolio Servicing, In
408436978 PUD Primary Select Portfolio Servicing, In
408436981 Single Family Residence Primary Select Portfolio Servicing, In
408436983 Single Family Residence Primary Select Portfolio Servicing, In
408436984 Single Family Residence Primary Select Portfolio Servicing, In
408436988 Single Family Residence Primary Select Portfolio Servicing, In
408436990 Single Family Residence Primary Select Portfolio Servicing, In
408436991 2-4 Family Primary Select Portfolio Servicing, In
408436993 2-4 Family Primary Select Portfolio Servicing, In
408436997 Single Family Residence Primary Select Portfolio Servicing, In
408436999 Single Family Residence Primary Select Portfolio Servicing, In
408437002 Single Family Residence Primary Select Portfolio Servicing, In
408437003 Condo Primary Select Portfolio Servicing, In
408437004 Single Family Residence Primary Select Portfolio Servicing, In
408437005 Condo Primary Select Portfolio Servicing, In
408437008 2-4 Family Primary Select Portfolio Servicing, In
408437014 Single Family Residence Primary Select Portfolio Servicing, In
408437015 Condo Primary Select Portfolio Servicing, In
408437016 Single Family Residence Primary Select Portfolio Servicing, In
408437017 Single Family Residence Primary Select Portfolio Servicing, In
408437019 PUD Primary Select Portfolio Servicing, In
408437020 Single Family Residence Primary Select Portfolio Servicing, In
408437022 Single Family Residence Primary Select Portfolio Servicing, In
408437023 Single Family Residence Primary Select Portfolio Servicing, In
408437025 2-4 Family Secondary Select Portfolio Servicing, In
408437032 PUD Primary Select Portfolio Servicing, In
408437034 2-4 Family Primary Select Portfolio Servicing, In
408437035 PUD Primary Select Portfolio Servicing, In
408437038 PUD Investment Select Portfolio Servicing, In
408437043 Condo Primary Select Portfolio Servicing, In
408437044 Single Family Residence Primary Select Portfolio Servicing, In
408437045 Single Family Residence Primary Select Portfolio Servicing, In
408437046 Single Family Residence Primary Select Portfolio Servicing, In
408437047 Single Family Residence Primary Select Portfolio Servicing, In
408437048 Single Family Residence Primary Select Portfolio Servicing, In
408437051 Single Family Residence Primary Select Portfolio Servicing, In
408437054 Single Family Residence Primary Select Portfolio Servicing, In
408437055 2-4 Family Primary Select Portfolio Servicing, In
408437056 Single Family Residence Primary Select Portfolio Servicing, In
408437062 Condo Primary Select Portfolio Servicing, In
408437064 PUD Primary Select Portfolio Servicing, In
408437069 Single Family Residence Primary Select Portfolio Servicing, In
408437070 Single Family Residence Primary Select Portfolio Servicing, In
408509569 Single Family Residence Primary Select Portfolio Servicing, In
408509570 Condo Investment Select Portfolio Servicing, In
408509574 Single Family Residence Investment Select Portfolio Servicing, In
408509575 PUD Investment Select Portfolio Servicing, In
408509577 Single Family Residence Primary Select Portfolio Servicing, In
408509579 Single Family Residence Primary Select Portfolio Servicing, In
408509582 Single Family Residence Investment Select Portfolio Servicing, In
408509591 Single Family Residence Investment Select Portfolio Servicing, In
408509593 Single Family Residence Primary Select Portfolio Servicing, In
408509595 PUD Investment Select Portfolio Servicing, In
408509596 PUD Investment Select Portfolio Servicing, In
408509597 Single Family Residence Investment Select Portfolio Servicing, In
408509599 Single Family Residence Primary Select Portfolio Servicing, In
408509600 Single Family Residence Primary Select Portfolio Servicing, In
408509601 Single Family Residence Primary Select Portfolio Servicing, In
408509604 Single Family Residence Investment Select Portfolio Servicing, In
408509605 Single Family Residence Primary Select Portfolio Servicing, In
408509608 Single Family Residence Investment Select Portfolio Servicing, In
408525599 Single Family Residence Primary Select Portfolio Servicing, In
408525605 Condo Primary Select Portfolio Servicing, In
408525610 Single Family Residence Primary Select Portfolio Servicing, In
408560267 Single Family Residence Primary Select Portfolio Servicing, In
408560280 Single Family Residence Primary Select Portfolio Servicing, In
408560285 Single Family Residence Primary Select Portfolio Servicing, In
408581348 Condo Secondary Select Portfolio Servicing, In
408581349 Single Family Residence Primary Select Portfolio Servicing, In
408581350 PUD Secondary Select Portfolio Servicing, In
408581353 PUD Primary Select Portfolio Servicing, In
408581354 Single Family Residence Primary Select Portfolio Servicing, In
408581357 PUD Primary Select Portfolio Servicing, In
408581358 Condo Primary Select Portfolio Servicing, In
408581359 PUD Primary Select Portfolio Servicing, In
408581360 PUD Primary Select Portfolio Servicing, In
408581361 Single Family Residence Investment Select Portfolio Servicing, In
408581362 PUD Primary Select Portfolio Servicing, In
408581364 Single Family Residence Primary Select Portfolio Servicing, In
408581366 Single Family Residence Primary Select Portfolio Servicing, In
408581368 Single Family Residence Primary Select Portfolio Servicing, In
408581370 Single Family Residence Primary Select Portfolio Servicing, In
408581372 Single Family Residence Primary Select Portfolio Servicing, In
408581373 Single Family Residence Primary Select Portfolio Servicing, In
408581374 PUD Primary Select Portfolio Servicing, In
408581376 Single Family Residence Primary Select Portfolio Servicing, In
408581377 Single Family Residence Primary Select Portfolio Servicing, In
408581378 Single Family Residence Primary Select Portfolio Servicing, In
408581379 Single Family Residence Primary Select Portfolio Servicing, In
408581380 Single Family Residence Primary Select Portfolio Servicing, In
408581381 Single Family Residence Primary Select Portfolio Servicing, In
408581382 Single Family Residence Primary Select Portfolio Servicing, In
408581384 PUD Primary Select Portfolio Servicing, In
408581385 Single Family Residence Primary Select Portfolio Servicing, In
408581386 Single Family Residence Primary Select Portfolio Servicing, In
408581388 Single Family Residence Primary Select Portfolio Servicing, In
408581390 Single Family Residence Primary Select Portfolio Servicing, In
408581391 PUD Primary Select Portfolio Servicing, In
408581392 Single Family Residence Primary Select Portfolio Servicing, In
408581393 PUD Primary Select Portfolio Servicing, In
408581396 Single Family Residence Primary Select Portfolio Servicing, In
408581397 Single Family Residence Primary Select Portfolio Servicing, In
408581398 Single Family Residence Primary Select Portfolio Servicing, In
408581399 PUD Primary Select Portfolio Servicing, In
408581400 Single Family Residence Primary Select Portfolio Servicing, In
408581401 Single Family Residence Secondary Select Portfolio Servicing, In
408581402 Single Family Residence Primary Select Portfolio Servicing, In
408581403 Single Family Residence Primary Select Portfolio Servicing, In
408581404 Condo Investment Select Portfolio Servicing, In
408581405 Single Family Residence Investment Select Portfolio Servicing, In
408581406 Single Family Residence Primary Select Portfolio Servicing, In
408581407 PUD Primary Select Portfolio Servicing, In
408581409 PUD Primary Select Portfolio Servicing, In
408581410 Single Family Residence Primary Select Portfolio Servicing, In
408581413 Single Family Residence Primary Select Portfolio Servicing, In
408581414 Condo Primary Select Portfolio Servicing, In
408581415 PUD Primary Select Portfolio Servicing, In
408581416 PUD Primary Select Portfolio Servicing, In
408581417 Single Family Residence Primary Select Portfolio Servicing, In
408581418 Single Family Residence Primary Select Portfolio Servicing, In
408581420 Single Family Residence Primary Select Portfolio Servicing, In
408581421 Single Family Residence Primary Select Portfolio Servicing, In
408581422 Single Family Residence Investment Select Portfolio Servicing, In
408581423 Single Family Residence Primary Select Portfolio Servicing, In
408581424 Single Family Residence Primary Select Portfolio Servicing, In
408581425 PUD Secondary Select Portfolio Servicing, In
408581427 Single Family Residence Primary Select Portfolio Servicing, In
408581429 PUD Primary Select Portfolio Servicing, In
408581430 Single Family Residence Primary Select Portfolio Servicing, In
408581432 PUD Primary Select Portfolio Servicing, In
408581433 Single Family Residence Primary Select Portfolio Servicing, In
408581434 PUD Primary Select Portfolio Servicing, In
408581435 Single Family Residence Primary Select Portfolio Servicing, In
408581436 Single Family Residence Primary Select Portfolio Servicing, In
408581437 Single Family Residence Primary Select Portfolio Servicing, In
408581439 Single Family Residence Primary Select Portfolio Servicing, In
408581440 Single Family Residence Primary Select Portfolio Servicing, In
408581441 Single Family Residence Primary Select Portfolio Servicing, In
408581442 Single Family Residence Primary Select Portfolio Servicing, In
408581445 PUD Primary Select Portfolio Servicing, In
408581447 Single Family Residence Primary Select Portfolio Servicing, In
408581448 PUD Investment Select Portfolio Servicing, In
408581450 Single Family Residence Primary Select Portfolio Servicing, In
408581451 Condo Primary Select Portfolio Servicing, In
408581452 Single Family Residence Primary Select Portfolio Servicing, In
408581453 Condo Primary Select Portfolio Servicing, In
408581454 Single Family Residence Primary Select Portfolio Servicing, In
408581455 Condo Primary Select Portfolio Servicing, In
408581456 Single Family Residence Primary Select Portfolio Servicing, In
408581457 Single Family Residence Primary Select Portfolio Servicing, In
408581458 Single Family Residence Primary Select Portfolio Servicing, In
408581459 PUD Investment Select Portfolio Servicing, In
408581460 PUD Primary Select Portfolio Servicing, In
408581461 Single Family Residence Primary Select Portfolio Servicing, In
408581464 PUD Primary Select Portfolio Servicing, In
408581465 Single Family Residence Secondary Select Portfolio Servicing, In
408581469 PUD Primary Select Portfolio Servicing, In
408647999 Single Family Residence Investment Select Portfolio Servicing, In
408752090 Single Family Residence Investment Select Portfolio Servicing, In
408752091 Single Family Residence Primary Select Portfolio Servicing, In
408752094 Single Family Residence Primary Select Portfolio Servicing, In
408752096 PUD Secondary Select Portfolio Servicing, In
408752097 Single Family Residence Investment Select Portfolio Servicing, In
408752098 Single Family Residence Primary Select Portfolio Servicing, In
408752099 2-4 Family Primary Select Portfolio Servicing, In
408752100 Single Family Residence Primary Select Portfolio Servicing, In
408752101 Single Family Residence Primary Select Portfolio Servicing, In
408752103 PUD Primary Select Portfolio Servicing, In
408752104 2-4 Family Primary Select Portfolio Servicing, In
408752105 PUD Secondary Select Portfolio Servicing, In
408752107 Single Family Residence Investment Select Portfolio Servicing, In
408752109 Condo Secondary Select Portfolio Servicing, In
408752112 PUD Primary Select Portfolio Servicing, In
408752113 Single Family Residence Primary Select Portfolio Servicing, In
408752115 Condo Primary Select Portfolio Servicing, In
408752116 Single Family Residence Primary Select Portfolio Servicing, In
408752117 Single Family Residence Primary Select Portfolio Servicing, In
408752118 Single Family Residence Investment Select Portfolio Servicing, In
408752122 PUD Investment Select Portfolio Servicing, In
408752123 Single Family Residence Primary Select Portfolio Servicing, In
408752125 Condo Investment Select Portfolio Servicing, In
408752126 Single Family Residence Primary Select Portfolio Servicing, In
408770509 PUD Secondary Select Portfolio Servicing, In
408770511 Single Family Residence Primary Select Portfolio Servicing, In
408770513 Single Family Residence Primary Select Portfolio Servicing, In
408770514 PUD Primary Select Portfolio Servicing, In
408770515 PUD Primary Select Portfolio Servicing, In
408770516 Single Family Residence Primary Select Portfolio Servicing, In
408770520 Single Family Residence Primary Select Portfolio Servicing, In
408770521 Single Family Residence Primary Select Portfolio Servicing, In
408770522 PUD Primary Select Portfolio Servicing, In
408770523 PUD Primary Select Portfolio Servicing, In
408770525 Single Family Residence Secondary Select Portfolio Servicing, In
408770527 PUD Primary Select Portfolio Servicing, In
408770529 PUD Primary Select Portfolio Servicing, In
408770530 PUD Secondary Select Portfolio Servicing, In
408770531 PUD Primary Select Portfolio Servicing, In
408770532 PUD Primary Select Portfolio Servicing, In
408770533 Single Family Residence Primary Select Portfolio Servicing, In
408770534 Single Family Residence Secondary Select Portfolio Servicing, In
408770536 Single Family Residence Primary Select Portfolio Servicing, In
408770540 PUD Primary Select Portfolio Servicing, In
408770541 PUD Primary Select Portfolio Servicing, In
408770542 PUD Primary Select Portfolio Servicing, In
408770545 PUD Primary Select Portfolio Servicing, In
408770546 Condo Primary Select Portfolio Servicing, In
408770549 PUD Primary Select Portfolio Servicing, In
408770552 PUD Primary Select Portfolio Servicing, In
408770553 PUD Primary Select Portfolio Servicing, In
408770554 PUD Secondary Select Portfolio Servicing, In
408770556 PUD Primary Select Portfolio Servicing, In
408770557 PUD Primary Select Portfolio Servicing, In
408771626 Single Family Residence Primary Select Portfolio Servicing, In
408771627 Single Family Residence Primary Select Portfolio Servicing, In
408771628 PUD Primary Select Portfolio Servicing, In
408771629 Single Family Residence Primary Select Portfolio Servicing, In
408771630 2-4 Family Primary Select Portfolio Servicing, In
408771631 Single Family Residence Primary Select Portfolio Servicing, In
408771632 Single Family Residence Primary Select Portfolio Servicing, In
408771633 Condo Primary Select Portfolio Servicing, In
408771635 Single Family Residence Primary Select Portfolio Servicing, In
408771636 PUD Primary Select Portfolio Servicing, In
408771637 Single Family Residence Primary Select Portfolio Servicing, In
408771638 Single Family Residence Primary Select Portfolio Servicing, In
408771640 Single Family Residence Primary Select Portfolio Servicing, In
408771641 Single Family Residence Primary Select Portfolio Servicing, In
408771642 Single Family Residence Primary Select Portfolio Servicing, In
408771643 Single Family Residence Primary Select Portfolio Servicing, In
408771644 Single Family Residence Primary Select Portfolio Servicing, In
408771645 Condo Secondary Select Portfolio Servicing, In
408771646 PUD Primary Select Portfolio Servicing, In
408771647 Condo Primary Select Portfolio Servicing, In
408771648 Condo Primary Select Portfolio Servicing, In
408771650 Single Family Residence Primary Select Portfolio Servicing, In
408771651 Single Family Residence Primary Select Portfolio Servicing, In
408771652 Single Family Residence Secondary Select Portfolio Servicing, In
408771653 Condo Secondary Select Portfolio Servicing, In
408771654 Single Family Residence Primary Select Portfolio Servicing, In
408771657 Single Family Residence Primary Select Portfolio Servicing, In
408771658 PUD Primary Select Portfolio Servicing, In
408771659 Single Family Residence Primary Select Portfolio Servicing, In
408771661 Single Family Residence Primary Select Portfolio Servicing, In
408771662 PUD Primary Select Portfolio Servicing, In
408771663 PUD Primary Select Portfolio Servicing, In
408771664 Condo Primary Select Portfolio Servicing, In
408771666 Single Family Residence Primary Select Portfolio Servicing, In
408785807 2-4 Family Investment Select Portfolio Servicing, In
408785808 Single Family Residence Primary Select Portfolio Servicing, In
408785809 2-4 Family Primary Select Portfolio Servicing, In
408785812 PUD Primary Select Portfolio Servicing, In
408785816 Single Family Residence Primary Select Portfolio Servicing, In
408785818 Single Family Residence Secondary Select Portfolio Servicing, In
408785819 Single Family Residence Primary Select Portfolio Servicing, In
408785820 PUD Primary Select Portfolio Servicing, In
408785821 Single Family Residence Primary Select Portfolio Servicing, In
408785822 Condo Primary Select Portfolio Servicing, In
408785823 2-4 Family Investment Select Portfolio Servicing, In
408785824 Single Family Residence Primary Select Portfolio Servicing, In
408785826 Single Family Residence Primary Select Portfolio Servicing, In
408785828 Single Family Residence Investment Select Portfolio Servicing, In
408785829 Single Family Residence Investment Select Portfolio Servicing, In
408785830 2-4 Family Primary Select Portfolio Servicing, In
408785831 Single Family Residence Primary Select Portfolio Servicing, In
408785833 Single Family Residence Investment Select Portfolio Servicing, In
408785835 Condo Primary Select Portfolio Servicing, In
408785836 PUD Primary Select Portfolio Servicing, In
408785837 PUD Primary Select Portfolio Servicing, In
408785839 Single Family Residence Primary Select Portfolio Servicing, In
408785842 Single Family Residence Investment Select Portfolio Servicing, In
408785843 Single Family Residence Primary Select Portfolio Servicing, In
408785844 Condo Primary Select Portfolio Servicing, In
408785845 Single Family Residence Investment Select Portfolio Servicing, In
408785846 PUD Primary Select Portfolio Servicing, In
408785847 Single Family Residence Investment Select Portfolio Servicing, In
408785848 Single Family Residence Primary Select Portfolio Servicing, In
408785850 PUD Primary Select Portfolio Servicing, In
408785851 PUD Primary Select Portfolio Servicing, In
408785852 Single Family Residence Investment Select Portfolio Servicing, In
408785853 Single Family Residence Investment Select Portfolio Servicing, In
408785854 PUD Primary Select Portfolio Servicing, In
408785855 Single Family Residence Investment Select Portfolio Servicing, In
408785856 PUD Primary Select Portfolio Servicing, In
408785857 2-4 Family Investment Select Portfolio Servicing, In
408785858 Condo Investment Select Portfolio Servicing, In
408785859 PUD Primary Select Portfolio Servicing, In
408785860 Single Family Residence Primary Select Portfolio Servicing, In
408785861 Single Family Residence Investment Select Portfolio Servicing, In
408785863 Single Family Residence Investment Select Portfolio Servicing, In
408785865 Single Family Residence Secondary Select Portfolio Servicing, In
408785866 2-4 Family Investment Select Portfolio Servicing, In
408785867 2-4 Family Investment Select Portfolio Servicing, In
408785869 Single Family Residence Primary Select Portfolio Servicing, In
408785870 Single Family Residence Investment Select Portfolio Servicing, In
408785871 PUD Primary Select Portfolio Servicing, In
408785873 Single Family Residence Primary Select Portfolio Servicing, In
408785874 Single Family Residence Primary Select Portfolio Servicing, In
408785875 Single Family Residence Primary Select Portfolio Servicing, In
408785876 PUD Primary Select Portfolio Servicing, In
408785877 Single Family Residence Investment Select Portfolio Servicing, In
408785878 Single Family Residence Primary Select Portfolio Servicing, In
408785879 2-4 Family Investment Select Portfolio Servicing, In
408785880 2-4 Family Primary Select Portfolio Servicing, In
408785882 PUD Primary Select Portfolio Servicing, In
408785883 PUD Primary Select Portfolio Servicing, In
408785884 2-4 Family Investment Select Portfolio Servicing, In
408785885 Condo Investment Select Portfolio Servicing, In
408785886 PUD Investment Select Portfolio Servicing, In
408785887 Single Family Residence Primary Select Portfolio Servicing, In
408785889 Condo Primary Select Portfolio Servicing, In
408785890 PUD Primary Select Portfolio Servicing, In
408785891 Single Family Residence Primary Select Portfolio Servicing, In
408785893 PUD Investment Select Portfolio Servicing, In
408785894 Single Family Residence Investment Select Portfolio Servicing, In
408785897 PUD Primary Select Portfolio Servicing, In
408785898 PUD Investment Select Portfolio Servicing, In
408785899 PUD Primary Select Portfolio Servicing, In
408785900 Single Family Residence Primary Select Portfolio Servicing, In
408785902 Single Family Residence Primary Select Portfolio Servicing, In
408785903 Single Family Residence Investment Select Portfolio Servicing, In
408785904 Condo Secondary Select Portfolio Servicing, In
408785906 2-4 Family Investment Select Portfolio Servicing, In
408785908 Single Family Residence Primary Select Portfolio Servicing, In
408785910 Single Family Residence Primary Select Portfolio Servicing, In
408785911 Single Family Residence Investment Select Portfolio Servicing, In
408785912 PUD Primary Select Portfolio Servicing, In
408785913 Single Family Residence Investment Select Portfolio Servicing, In
408785914 Single Family Residence Investment Select Portfolio Servicing, In
408785915 Condo Primary Select Portfolio Servicing, In
408785917 Single Family Residence Primary Select Portfolio Servicing, In
408785919 PUD Investment Select Portfolio Servicing, In
408785921 Single Family Residence Primary Select Portfolio Servicing, In
408785923 Condo Secondary Select Portfolio Servicing, In
408785924 2-4 Family Primary Select Portfolio Servicing, In
408785925 Single Family Residence Primary Select Portfolio Servicing, In
408785928 PUD Primary Select Portfolio Servicing, In
408785929 PUD Primary Select Portfolio Servicing, In
408785930 Single Family Residence Primary Select Portfolio Servicing, In
408785934 PUD Primary Select Portfolio Servicing, In
408785935 Single Family Residence Investment Select Portfolio Servicing, In
408785936 Single Family Residence Primary Select Portfolio Servicing, In
408785937 Single Family Residence Primary Select Portfolio Servicing, In
408785938 Single Family Residence Investment Select Portfolio Servicing, In
408785940 PUD Primary Select Portfolio Servicing, In
408785941 PUD Primary Select Portfolio Servicing, In
408785942 2-4 Family Primary Select Portfolio Servicing, In
408785943 Single Family Residence Primary Select Portfolio Servicing, In
408785944 Single Family Residence Investment Select Portfolio Servicing, In
408785945 Single Family Residence Primary Select Portfolio Servicing, In
408785946 Single Family Residence Primary Select Portfolio Servicing, In
408785947 Single Family Residence Primary Select Portfolio Servicing, In
408785948 PUD Secondary Select Portfolio Servicing, In
408785950 PUD Secondary Select Portfolio Servicing, In
408785951 Single Family Residence Primary Select Portfolio Servicing, In
408785952 Single Family Residence Secondary Select Portfolio Servicing, In
408785953 Single Family Residence Primary Select Portfolio Servicing, In
408785954 Condo Secondary Select Portfolio Servicing, In
408785955 Single Family Residence Investment Select Portfolio Servicing, In
408785959 PUD Primary Select Portfolio Servicing, In
408785960 Single Family Residence Primary Select Portfolio Servicing, In
408785961 PUD Primary Select Portfolio Servicing, In
408785962 Single Family Residence Primary Select Portfolio Servicing, In
408785963 Condo Primary Select Portfolio Servicing, In
408785965 Single Family Residence Primary Select Portfolio Servicing, In
408785967 PUD Secondary Select Portfolio Servicing, In
408785968 Single Family Residence Primary Select Portfolio Servicing, In
408785969 Single Family Residence Primary Select Portfolio Servicing, In
408785971 Single Family Residence Primary Select Portfolio Servicing, In
408785972 Single Family Residence Primary Select Portfolio Servicing, In
408785973 Condo Investment Select Portfolio Servicing, In
408785974 2-4 Family Primary Select Portfolio Servicing, In
408785975 Single Family Residence Primary Select Portfolio Servicing, In
408785976 Single Family Residence Primary Select Portfolio Servicing, In
408785977 Single Family Residence Primary Select Portfolio Servicing, In
408785978 Condo Investment Select Portfolio Servicing, In
408785979 Single Family Residence Primary Select Portfolio Servicing, In
408785980 PUD Primary Select Portfolio Servicing, In
408785981 Single Family Residence Primary Select Portfolio Servicing, In
408785982 Condo Primary Select Portfolio Servicing, In
408785983 Single Family Residence Primary Select Portfolio Servicing, In
408785985 Single Family Residence Primary Select Portfolio Servicing, In
408785986 Condo Primary Select Portfolio Servicing, In
408785987 PUD Primary Select Portfolio Servicing, In
408785988 PUD Investment Select Portfolio Servicing, In
408803655 Single Family Residence Primary Select Portfolio Servicing, In
408803656 Single Family Residence Primary Select Portfolio Servicing, In
408803657 Condo Primary Select Portfolio Servicing, In
408803660 2-4 Family Primary Select Portfolio Servicing, In
408803662 Condo Primary Select Portfolio Servicing, In
408803665 PUD Primary Select Portfolio Servicing, In
408803666 Condo Primary Select Portfolio Servicing, In
408803668 Condo Primary Select Portfolio Servicing, In
408803675 Single Family Residence Primary Select Portfolio Servicing, In
408803676 2-4 Family Primary Select Portfolio Servicing, In
408803679 Single Family Residence Primary Select Portfolio Servicing, In
408803683 2-4 Family Investment Select Portfolio Servicing, In
408803684 Single Family Residence Investment Select Portfolio Servicing, In
408803689 PUD Primary Select Portfolio Servicing, In
408803690 2-4 Family Primary Select Portfolio Servicing, In
408803691 Single Family Residence Primary Select Portfolio Servicing, In
408803696 Condo Primary Select Portfolio Servicing, In
408835049 2-4 Family Investment Select Portfolio Servicing, In
408835051 Single Family Residence Primary Select Portfolio Servicing, In
408835052 PUD Primary Select Portfolio Servicing, In
408835053 PUD Primary Select Portfolio Servicing, In
408835057 PUD Primary Select Portfolio Servicing, In
408835059 Single Family Residence Primary Select Portfolio Servicing, In
408835062 PUD Primary Select Portfolio Servicing, In
408835064 PUD Primary Select Portfolio Servicing, In
408835065 PUD Primary Select Portfolio Servicing, In
408835067 Single Family Residence Primary Select Portfolio Servicing, In
408835070 PUD Primary Select Portfolio Servicing, In
408835071 PUD Primary Select Portfolio Servicing, In
408835072 Single Family Residence Primary Select Portfolio Servicing, In
408835074 2-4 Family Investment Select Portfolio Servicing, In
408852858 Single Family Residence Primary Select Portfolio Servicing, In
408852862 Single Family Residence Primary Select Portfolio Servicing, In
408861325 Single Family Residence Investment Select Portfolio Servicing, In
408861328 Condo Primary Select Portfolio Servicing, In
408861330 Condo Primary Select Portfolio Servicing, In
408861333 Single Family Residence Primary Select Portfolio Servicing, In
408861336 PUD Primary Select Portfolio Servicing, In
408861338 Single Family Residence Investment Select Portfolio Servicing, In
408862727 Single Family Residence Investment Select Portfolio Servicing, In
408862730 PUD Investment Select Portfolio Servicing, In
408862733 Single Family Residence Primary Select Portfolio Servicing, In
408862734 PUD Secondary Select Portfolio Servicing, In
408862735 Condo Primary Select Portfolio Servicing, In
408862737 Single Family Residence Primary Select Portfolio Servicing, In
408862739 Condo Primary Select Portfolio Servicing, In
408862742 Single Family Residence Primary Select Portfolio Servicing, In
408862743 PUD Primary Select Portfolio Servicing, In
408862746 PUD Primary Select Portfolio Servicing, In
408862751 Single Family Residence Primary Select Portfolio Servicing, In
408862755 Single Family Residence Primary Select Portfolio Servicing, In
408862763 Single Family Residence Primary Select Portfolio Servicing, In
408862764 Condo Primary Select Portfolio Servicing, In
408862765 PUD Investment Select Portfolio Servicing, In
408862767 Single Family Residence Primary Select Portfolio Servicing, In
408862769 Single Family Residence Investment Select Portfolio Servicing, In
408862772 Single Family Residence Investment Select Portfolio Servicing, In
408862773 Single Family Residence Investment Select Portfolio Servicing, In
408862776 2-4 Family Investment Select Portfolio Servicing, In
408862786 Single Family Residence Primary Select Portfolio Servicing, In
408862788 Condo Primary Select Portfolio Servicing, In
408862789 Single Family Residence Primary Select Portfolio Servicing, In
408862791 Single Family Residence Primary Select Portfolio Servicing, In
408862792 Single Family Residence Primary Select Portfolio Servicing, In
408862794 Single Family Residence Primary Select Portfolio Servicing, In
408862795 Single Family Residence Primary Select Portfolio Servicing, In
408862796 Single Family Residence Primary Select Portfolio Servicing, In
408862799 Single Family Residence Primary Select Portfolio Servicing, In
408869588 PUD Primary Select Portfolio Servicing, In
408869590 Single Family Residence Primary Select Portfolio Servicing, In
408869593 Condo Primary Select Portfolio Servicing, In
408869606 Condo Primary Select Portfolio Servicing, In
408869609 PUD Primary Select Portfolio Servicing, In
408869612 Condo Primary Select Portfolio Servicing, In
408869613 Single Family Residence Primary Select Portfolio Servicing, In
408869616 PUD Primary Select Portfolio Servicing, In
408869618 Single Family Residence Primary Select Portfolio Servicing, In
408869619 PUD Primary Select Portfolio Servicing, In
408869621 PUD Primary Select Portfolio Servicing, In
408869622 PUD Primary Select Portfolio Servicing, In
408869623 Single Family Residence Primary Select Portfolio Servicing, In
408869624 PUD Primary Select Portfolio Servicing, In
408869625 PUD Primary Select Portfolio Servicing, In
408869629 PUD Primary Select Portfolio Servicing, In
408869632 PUD Secondary Select Portfolio Servicing, In
408869633 PUD Primary Select Portfolio Servicing, In
408869634 Condo Primary Select Portfolio Servicing, In
408869635 Single Family Residence Primary Select Portfolio Servicing, In
408869641 PUD Secondary Select Portfolio Servicing, In
408869643 Single Family Residence Primary Select Portfolio Servicing, In
408869647 PUD Primary Select Portfolio Servicing, In
408869648 Single Family Residence Secondary Select Portfolio Servicing, In
408869652 PUD Primary Select Portfolio Servicing, In
408869653 PUD Primary Select Portfolio Servicing, In
408869654 PUD Primary Select Portfolio Servicing, In
408869656 Single Family Residence Primary Select Portfolio Servicing, In
408869657 Single Family Residence Investment Select Portfolio Servicing, In
408869658 PUD Primary Select Portfolio Servicing, In
408869659 PUD Primary Select Portfolio Servicing, In
408869662 PUD Primary Select Portfolio Servicing, In
408869663 PUD Primary Select Portfolio Servicing, In
408869666 Single Family Residence Primary Select Portfolio Servicing, In
408869667 PUD Primary Select Portfolio Servicing, In
408869668 PUD Primary Select Portfolio Servicing, In
408869670 PUD Primary Select Portfolio Servicing, In
408869672 PUD Primary Select Portfolio Servicing, In
408869674 PUD Primary Select Portfolio Servicing, In
408869675 PUD Primary Select Portfolio Servicing, In
408869678 PUD Primary Select Portfolio Servicing, In
408869680 Single Family Residence Primary Select Portfolio Servicing, In
408869681 PUD Primary Select Portfolio Servicing, In
408869683 Single Family Residence Primary Select Portfolio Servicing, In
408869687 Single Family Residence Investment Select Portfolio Servicing, In
408869689 Single Family Residence Primary Select Portfolio Servicing, In
408869691 PUD Primary Select Portfolio Servicing, In
408869692 PUD Primary Select Portfolio Servicing, In
408869697 Single Family Residence Primary Select Portfolio Servicing, In
408869698 PUD Primary Select Portfolio Servicing, In
408869699 PUD Primary Select Portfolio Servicing, In
408871397 PUD Primary Select Portfolio Servicing, In
408871398 PUD Primary Select Portfolio Servicing, In
408871399 Single Family Residence Primary Select Portfolio Servicing, In
408871400 PUD Primary Select Portfolio Servicing, In
408871401 PUD Primary Select Portfolio Servicing, In
408871402 Single Family Residence Primary Select Portfolio Servicing, In
408871403 Single Family Residence Primary Select Portfolio Servicing, In
408871405 Condo Primary Select Portfolio Servicing, In
408871406 Single Family Residence Primary Select Portfolio Servicing, In
408871408 Single Family Residence Primary Select Portfolio Servicing, In
408871409 PUD Primary Select Portfolio Servicing, In
408871410 Single Family Residence Primary Select Portfolio Servicing, In
408871411 Single Family Residence Primary Select Portfolio Servicing, In
408871412 PUD Primary Select Portfolio Servicing, In
408871414 PUD Primary Select Portfolio Servicing, In
408871415 PUD Primary Select Portfolio Servicing, In
408871417 Single Family Residence Primary Select Portfolio Servicing, In
408877540 Single Family Residence Investment Select Portfolio Servicing, In
408896711 Single Family Residence Primary Select Portfolio Servicing, In
408904527 Single Family Residence Primary Select Portfolio Servicing, In
408904532 PUD Primary Select Portfolio Servicing, In
408904537 PUD Primary Select Portfolio Servicing, In
408904539 Condo Primary Select Portfolio Servicing, In
408904541 Single Family Residence Primary Select Portfolio Servicing, In
408904544 Single Family Residence Primary Select Portfolio Servicing, In
408904545 2-4 Family Investment Select Portfolio Servicing, In
408940757 PUD Secondary Select Portfolio Servicing, In
408940758 Condo Investment Select Portfolio Servicing, In
408940759 PUD Primary Select Portfolio Servicing, In
408940760 Single Family Residence Primary Select Portfolio Servicing, In
408940762 Single Family Residence Primary Select Portfolio Servicing, In
408940763 Condo Primary Select Portfolio Servicing, In
408940764 Single Family Residence Investment Select Portfolio Servicing, In
408940765 Single Family Residence Secondary Select Portfolio Servicing, In
408940766 Single Family Residence Primary Select Portfolio Servicing, In
408940769 Single Family Residence Primary Select Portfolio Servicing, In
408940770 Single Family Residence Primary Select Portfolio Servicing, In
408940774 Single Family Residence Investment Select Portfolio Servicing, In
408940775 Condo Primary Select Portfolio Servicing, In
408940776 Condo Secondary Select Portfolio Servicing, In
408940777 PUD Investment Select Portfolio Servicing, In
408940779 Condo Primary Select Portfolio Servicing, In
408940782 PUD Primary Select Portfolio Servicing, In
408940783 2-4 Family Primary Select Portfolio Servicing, In
408940784 Condo Primary Select Portfolio Servicing, In
408940785 Condo Primary Select Portfolio Servicing, In
408949239 Single Family Residence Primary Select Portfolio Servicing, In
408949242 Single Family Residence Primary Select Portfolio Servicing, In
408949244 Single Family Residence Primary Select Portfolio Servicing, In
408949245 Single Family Residence Primary Select Portfolio Servicing, In
408949246 Single Family Residence Primary Select Portfolio Servicing, In
408949247 PUD Primary Select Portfolio Servicing, In
408949248 Single Family Residence Primary Select Portfolio Servicing, In
408949249 Single Family Residence Primary Select Portfolio Servicing, In
408949250 Condo Primary Select Portfolio Servicing, In
408949252 Condo Primary Select Portfolio Servicing, In
408949253 Single Family Residence Primary Select Portfolio Servicing, In
408949254 PUD Primary Select Portfolio Servicing, In
408949256 PUD Primary Select Portfolio Servicing, In
408949257 PUD Primary Select Portfolio Servicing, In
408949258 Single Family Residence Primary Select Portfolio Servicing, In
408949259 Single Family Residence Primary Select Portfolio Servicing, In
408949260 Single Family Residence Primary Select Portfolio Servicing, In
408949261 Single Family Residence Primary Select Portfolio Servicing, In
408949262 Single Family Residence Primary Select Portfolio Servicing, In
408949263 Single Family Residence Primary Select Portfolio Servicing, In
408949264 Single Family Residence Primary Select Portfolio Servicing, In
408949265 Single Family Residence Primary Select Portfolio Servicing, In
408949267 Single Family Residence Primary Select Portfolio Servicing, In
408949268 PUD Primary Select Portfolio Servicing, In
408949269 Single Family Residence Primary Select Portfolio Servicing, In
408949270 PUD Primary Select Portfolio Servicing, In
408949271 Single Family Residence Primary Select Portfolio Servicing, In
408949273 Condo Primary Select Portfolio Servicing, In
408949274 Single Family Residence Primary Select Portfolio Servicing, In
408949275 Single Family Residence Primary Select Portfolio Servicing, In
408949276 Single Family Residence Primary Select Portfolio Servicing, In
408949277 Single Family Residence Primary Select Portfolio Servicing, In
408949279 PUD Primary Select Portfolio Servicing, In
408949280 PUD Primary Select Portfolio Servicing, In
408949281 Single Family Residence Primary Select Portfolio Servicing, In
408949285 PUD Primary Select Portfolio Servicing, In
408949286 Single Family Residence Primary Select Portfolio Servicing, In
408949288 Single Family Residence Primary Select Portfolio Servicing, In
408949289 Single Family Residence Primary Select Portfolio Servicing, In
408949291 Single Family Residence Primary Select Portfolio Servicing, In
408949292 PUD Primary Select Portfolio Servicing, In
408949294 PUD Primary Select Portfolio Servicing, In
408949295 Single Family Residence Primary Select Portfolio Servicing, In
408949296 Single Family Residence Primary Select Portfolio Servicing, In
408949297 Single Family Residence Primary Select Portfolio Servicing, In
408949298 Single Family Residence Primary Select Portfolio Servicing, In
408949299 Single Family Residence Primary Select Portfolio Servicing, In
408949300 Town House Primary Select Portfolio Servicing, In
408949301 PUD Primary Select Portfolio Servicing, In
408949302 Single Family Residence Primary Select Portfolio Servicing, In
408949303 Single Family Residence Primary Select Portfolio Servicing, In
408949304 Single Family Residence Primary Select Portfolio Servicing, In
408949306 PUD Primary Select Portfolio Servicing, In
408949307 PUD Primary Select Portfolio Servicing, In
408949308 Condo Primary Select Portfolio Servicing, In
408949309 Single Family Residence Primary Select Portfolio Servicing, In
408949310 Condo Primary Select Portfolio Servicing, In
408949311 Town House Primary Select Portfolio Servicing, In
408949312 PUD Primary Select Portfolio Servicing, In
408949317 PUD Primary Select Portfolio Servicing, In
408949318 Single Family Residence Primary Select Portfolio Servicing, In
408949319 Single Family Residence Primary Select Portfolio Servicing, In
408949320 Single Family Residence Primary Select Portfolio Servicing, In
408949321 Town House Primary Select Portfolio Servicing, In
408949323 Single Family Residence Primary Select Portfolio Servicing, In
408949324 PUD Primary Select Portfolio Servicing, In
408949326 Single Family Residence Primary Select Portfolio Servicing, In
408949327 Single Family Residence Primary Select Portfolio Servicing, In
408949329 Single Family Residence Primary Select Portfolio Servicing, In
408949330 Single Family Residence Primary Select Portfolio Servicing, In
408949332 Single Family Residence Primary Select Portfolio Servicing, In
408955338 2-4 Family Investment Select Portfolio Servicing, In
408955345 Single Family Residence Secondary Select Portfolio Servicing, In
408955350 Single Family Residence Primary Select Portfolio Servicing, In
408955352 Single Family Residence Primary Select Portfolio Servicing, In
408955353 Single Family Residence Primary Select Portfolio Servicing, In
408955355 Single Family Residence Primary Select Portfolio Servicing, In
408955357 PUD Primary Select Portfolio Servicing, In
408955358 Single Family Residence Primary Select Portfolio Servicing, In
408955359 Single Family Residence Primary Select Portfolio Servicing, In
408955360 Condo Primary Select Portfolio Servicing, In
408955362 Single Family Residence Primary Select Portfolio Servicing, In
408955363 Single Family Residence Primary Select Portfolio Servicing, In
408955364 Condo Primary Select Portfolio Servicing, In
408955365 Single Family Residence Primary Select Portfolio Servicing, In
408955368 Single Family Residence Primary Select Portfolio Servicing, In
408955369 Single Family Residence Primary Select Portfolio Servicing, In
408955370 Condo Primary Select Portfolio Servicing, In
408955371 Single Family Residence Primary Select Portfolio Servicing, In
408955372 Single Family Residence Primary Select Portfolio Servicing, In
408955373 PUD Primary Select Portfolio Servicing, In
408955375 Single Family Residence Primary Select Portfolio Servicing, In
408955376 Single Family Residence Secondary Select Portfolio Servicing, In
408955378 PUD Primary Select Portfolio Servicing, In
408955379 Single Family Residence Primary Select Portfolio Servicing, In
408955382 PUD Primary Select Portfolio Servicing, In
408955383 PUD Primary Select Portfolio Servicing, In
408955384 Single Family Residence Primary Select Portfolio Servicing, In
408978568 2-4 Family Primary Select Portfolio Servicing, In
408978580 Condo Primary Select Portfolio Servicing, In
408978581 PUD Primary Select Portfolio Servicing, In
408978582 Town House Primary Select Portfolio Servicing, In
408978584 Single Family Residence Primary Select Portfolio Servicing, In
408978591 Single Family Residence Primary Select Portfolio Servicing, In
408978595 Single Family Residence Primary Select Portfolio Servicing, In
408978599 2-4 Family Primary Select Portfolio Servicing, In
408978600 Single Family Residence Primary Select Portfolio Servicing, In
408978605 Single Family Residence Primary Select Portfolio Servicing, In
408978615 Condo Primary Select Portfolio Servicing, In
408978617 2-4 Family Primary Select Portfolio Servicing, In
408978618 Single Family Residence Primary Select Portfolio Servicing, In
408978619 Single Family Residence Primary Select Portfolio Servicing, In
408978623 Single Family Residence Primary Select Portfolio Servicing, In
408978624 Single Family Residence Primary Select Portfolio Servicing, In
408978625 Condo Primary Select Portfolio Servicing, In
408978628 Single Family Residence Primary Select Portfolio Servicing, In
408978629 Single Family Residence Primary Select Portfolio Servicing, In
408978632 Single Family Residence Primary Select Portfolio Servicing, In
408978634 Single Family Residence Primary Select Portfolio Servicing, In
408978635 2-4 Family Primary Select Portfolio Servicing, In
408978637 Condo Primary Select Portfolio Servicing, In
408978643 Single Family Residence Primary Select Portfolio Servicing, In
408978648 Single Family Residence Primary Select Portfolio Servicing, In
408978650 2-4 Family Primary Select Portfolio Servicing, In
408978651 Single Family Residence Primary Select Portfolio Servicing, In
408978652 Single Family Residence Primary Select Portfolio Servicing, In
408978653 Single Family Residence Primary Select Portfolio Servicing, In
408978657 Single Family Residence Primary Select Portfolio Servicing, In
408978666 Single Family Residence Primary Select Portfolio Servicing, In
408978669 Single Family Residence Primary Select Portfolio Servicing, In
408978670 Single Family Residence Primary Select Portfolio Servicing, In
408978672 Condo Primary Select Portfolio Servicing, In
408978680 2-4 Family Primary Select Portfolio Servicing, In
408978682 2-4 Family Primary Select Portfolio Servicing, In
408978683 Single Family Residence Primary Select Portfolio Servicing, In
408978690 Single Family Residence Primary Select Portfolio Servicing, In
408978692 Single Family Residence Primary Select Portfolio Servicing, In
408978694 2-4 Family Primary Select Portfolio Servicing, In
408978695 PUD Primary Select Portfolio Servicing, In
408978697 Single Family Residence Primary Select Portfolio Servicing, In
408978699 Single Family Residence Primary Select Portfolio Servicing, In
408978700 Single Family Residence Primary Select Portfolio Servicing, In
408978702 Single Family Residence Primary Select Portfolio Servicing, In
408978706 Condo Primary Select Portfolio Servicing, In
408978708 Single Family Residence Primary Select Portfolio Servicing, In
408978711 2-4 Family Primary Select Portfolio Servicing, In
408978713 2-4 Family Primary Select Portfolio Servicing, In
408978716 Single Family Residence Primary Select Portfolio Servicing, In
408978718 2-4 Family Primary Select Portfolio Servicing, In
408978719 2-4 Family Primary Select Portfolio Servicing, In
408978720 Condo Primary Select Portfolio Servicing, In
408978721 PUD Primary Select Portfolio Servicing, In
408978722 Condo Primary Select Portfolio Servicing, In
408978724 Single Family Residence Primary Select Portfolio Servicing, In
408978725 Single Family Residence Primary Select Portfolio Servicing, In
408978726 Single Family Residence Primary Select Portfolio Servicing, In
408978731 Single Family Residence Primary Select Portfolio Servicing, In
408978732 Single Family Residence Primary Select Portfolio Servicing, In
408978733 Single Family Residence Primary Select Portfolio Servicing, In
408978734 PUD Primary Select Portfolio Servicing, In
408978735 Single Family Residence Primary Select Portfolio Servicing, In
408978738 Single Family Residence Primary Select Portfolio Servicing, In
408978739 Single Family Residence Primary Select Portfolio Servicing, In
408978740 Single Family Residence Primary Select Portfolio Servicing, In
408978741 Single Family Residence Primary Select Portfolio Servicing, In
408978743 PUD Primary Select Portfolio Servicing, In
408978747 PUD Primary Select Portfolio Servicing, In
408978749 Single Family Residence Primary Select Portfolio Servicing, In
408978750 Single Family Residence Primary Select Portfolio Servicing, In
408978757 Single Family Residence Primary Select Portfolio Servicing, In
408978758 2-4 Family Primary Select Portfolio Servicing, In
408978760 Single Family Residence Primary Select Portfolio Servicing, In
408978761 2-4 Family Primary Select Portfolio Servicing, In
408978762 2-4 Family Primary Select Portfolio Servicing, In
408978765 Single Family Residence Primary Select Portfolio Servicing, In
408978766 Single Family Residence Primary Select Portfolio Servicing, In
408978772 Single Family Residence Primary Select Portfolio Servicing, In
408978776 Single Family Residence Primary Select Portfolio Servicing, In
408978778 2-4 Family Primary Select Portfolio Servicing, In
408978780 2-4 Family Primary Select Portfolio Servicing, In
408978781 Condo Primary Select Portfolio Servicing, In
408978782 Single Family Residence Primary Select Portfolio Servicing, In
408978783 Condo Primary Select Portfolio Servicing, In
408978784 Single Family Residence Primary Select Portfolio Servicing, In
408978785 Single Family Residence Primary Select Portfolio Servicing, In
408978787 Single Family Residence Primary Select Portfolio Servicing, In
408978788 Single Family Residence Primary Select Portfolio Servicing, In
408978789 Single Family Residence Primary Select Portfolio Servicing, In
408978793 Single Family Residence Primary Select Portfolio Servicing, In
408978795 2-4 Family Primary Select Portfolio Servicing, In
408978799 2-4 Family Primary Select Portfolio Servicing, In
408978806 Condo Primary Select Portfolio Servicing, In
408978807 Single Family Residence Primary Select Portfolio Servicing, In
408978811 Condo Primary Select Portfolio Servicing, In
408978813 Single Family Residence Primary Select Portfolio Servicing, In
408978814 Condo Primary Select Portfolio Servicing, In
408978816 Condo Primary Select Portfolio Servicing, In
408978817 2-4 Family Primary Select Portfolio Servicing, In
408978819 PUD Primary Select Portfolio Servicing, In
408978820 PUD Primary Select Portfolio Servicing, In
408978822 Single Family Residence Primary Select Portfolio Servicing, In
408978826 Single Family Residence Primary Select Portfolio Servicing, In
408978827 Single Family Residence Primary Select Portfolio Servicing, In
408978828 2-4 Family Primary Select Portfolio Servicing, In
408978830 Single Family Residence Primary Select Portfolio Servicing, In
408978835 PUD Primary Select Portfolio Servicing, In
408978836 2-4 Family Primary Select Portfolio Servicing, In
408978837 Single Family Residence Primary Select Portfolio Servicing, In
408978838 Condo Primary Select Portfolio Servicing, In
408978839 2-4 Family Primary Select Portfolio Servicing, In
408978840 Single Family Residence Primary Select Portfolio Servicing, In
408978842 Single Family Residence Primary Select Portfolio Servicing, In
408978845 Single Family Residence Primary Select Portfolio Servicing, In
408978846 2-4 Family Primary Select Portfolio Servicing, In
408978847 Single Family Residence Primary Select Portfolio Servicing, In
408978849 Condo Primary Select Portfolio Servicing, In
408978852 Single Family Residence Primary Select Portfolio Servicing, In
408978853 Condo Primary Select Portfolio Servicing, In
408978854 Single Family Residence Primary Select Portfolio Servicing, In
408978855 Condo Primary Select Portfolio Servicing, In
408978856 Condo Primary Select Portfolio Servicing, In
408978858 PUD Primary Select Portfolio Servicing, In
408978859 Single Family Residence Primary Select Portfolio Servicing, In
408978860 Single Family Residence Primary Select Portfolio Servicing, In
408978864 Single Family Residence Primary Select Portfolio Servicing, In
408978869 Condo Primary Select Portfolio Servicing, In
408978870 Condo Primary Select Portfolio Servicing, In
408978871 2-4 Family Primary Select Portfolio Servicing, In
408978874 Single Family Residence Primary Select Portfolio Servicing, In
408978877 Single Family Residence Primary Select Portfolio Servicing, In
408978878 Single Family Residence Primary Select Portfolio Servicing, In
408978879 Single Family Residence Primary Select Portfolio Servicing, In
408978892 PUD Primary Select Portfolio Servicing, In
408978897 Single Family Residence Primary Select Portfolio Servicing, In
408978901 Single Family Residence Primary Select Portfolio Servicing, In
408978902 2-4 Family Primary Select Portfolio Servicing, In
408978903 Single Family Residence Primary Select Portfolio Servicing, In
408978908 Single Family Residence Primary Select Portfolio Servicing, In
408978909 Single Family Residence Primary Select Portfolio Servicing, In
408978910 2-4 Family Primary Select Portfolio Servicing, In
408978912 Condo Primary Select Portfolio Servicing, In
408978913 Single Family Residence Primary Select Portfolio Servicing, In
408978914 Single Family Residence Primary Select Portfolio Servicing, In
408978915 Single Family Residence Primary Select Portfolio Servicing, In
408978916 Single Family Residence Primary Select Portfolio Servicing, In
408978919 Single Family Residence Primary Select Portfolio Servicing, In
408978920 2-4 Family Primary Select Portfolio Servicing, In
408978922 Single Family Residence Primary Select Portfolio Servicing, In
408978924 Single Family Residence Primary Select Portfolio Servicing, In
408978925 Single Family Residence Primary Select Portfolio Servicing, In
408978926 PUD Primary Select Portfolio Servicing, In
408978927 Condo Primary Select Portfolio Servicing, In
408978928 2-4 Family Primary Select Portfolio Servicing, In
408978931 PUD Primary Select Portfolio Servicing, In
408978932 Single Family Residence Primary Select Portfolio Servicing, In
408978933 PUD Primary Select Portfolio Servicing, In
408978934 Single Family Residence Primary Select Portfolio Servicing, In
408978936 Condo Primary Select Portfolio Servicing, In
408978937 2-4 Family Primary Select Portfolio Servicing, In
408978938 Condo Primary Select Portfolio Servicing, In
408978940 Condo Primary Select Portfolio Servicing, In
408978944 2-4 Family Primary Select Portfolio Servicing, In
408978947 Single Family Residence Primary Select Portfolio Servicing, In
408978948 2-4 Family Primary Select Portfolio Servicing, In
408978950 Condo Primary Select Portfolio Servicing, In
408978951 Single Family Residence Primary Select Portfolio Servicing, In
408978952 2-4 Family Primary Select Portfolio Servicing, In
408978953 Condo Primary Select Portfolio Servicing, In
408978955 Condo Primary Select Portfolio Servicing, In
408978956 2-4 Family Primary Select Portfolio Servicing, In
408978957 Single Family Residence Primary Select Portfolio Servicing, In
408978960 PUD Primary Select Portfolio Servicing, In
408978963 2-4 Family Primary Select Portfolio Servicing, In
408978966 Single Family Residence Primary Select Portfolio Servicing, In
408978972 2-4 Family Primary Select Portfolio Servicing, In
408978973 Condo Primary Select Portfolio Servicing, In
408978974 Condo Primary Select Portfolio Servicing, In
408978975 Single Family Residence Primary Select Portfolio Servicing, In
408978976 Single Family Residence Primary Select Portfolio Servicing, In
408978978 2-4 Family Primary Select Portfolio Servicing, In
408978979 2-4 Family Primary Select Portfolio Servicing, In
408978980 Single Family Residence Primary Select Portfolio Servicing, In
408978984 Single Family Residence Primary Select Portfolio Servicing, In
408978985 Single Family Residence Primary Select Portfolio Servicing, In
408978986 2-4 Family Primary Select Portfolio Servicing, In
408978987 2-4 Family Primary Select Portfolio Servicing, In
408978988 Single Family Residence Primary Select Portfolio Servicing, In
408978989 Single Family Residence Primary Select Portfolio Servicing, In
408978990 Condo Primary Select Portfolio Servicing, In
408978995 Condo Primary Select Portfolio Servicing, In
408978996 PUD Primary Select Portfolio Servicing, In
408978998 Single Family Residence Primary Select Portfolio Servicing, In
408978999 Single Family Residence Primary Select Portfolio Servicing, In
408979007 2-4 Family Primary Select Portfolio Servicing, In
408979009 Single Family Residence Primary Select Portfolio Servicing, In
408979011 2-4 Family Primary Select Portfolio Servicing, In
408979012 Single Family Residence Primary Select Portfolio Servicing, In
408979013 2-4 Family Primary Select Portfolio Servicing, In
408979014 2-4 Family Primary Select Portfolio Servicing, In
408979015 Condo Primary Select Portfolio Servicing, In
408979017 Single Family Residence Primary Select Portfolio Servicing, In
408979018 Single Family Residence Primary Select Portfolio Servicing, In
408979019 Single Family Residence Primary Select Portfolio Servicing, In
408979023 Single Family Residence Primary Select Portfolio Servicing, In
408979027 2-4 Family Primary Select Portfolio Servicing, In
408979029 Single Family Residence Primary Select Portfolio Servicing, In
408979031 2-4 Family Primary Select Portfolio Servicing, In
408979035 Condo Primary Select Portfolio Servicing, In
408979036 Condo Primary Select Portfolio Servicing, In
408979038 Single Family Residence Primary Select Portfolio Servicing, In
408979041 PUD Primary Select Portfolio Servicing, In
408979048 Single Family Residence Primary Select Portfolio Servicing, In
408979051 2-4 Family Primary Select Portfolio Servicing, In
408979052 Single Family Residence Primary Select Portfolio Servicing, In
408979055 Single Family Residence Primary Select Portfolio Servicing, In
408979061 Single Family Residence Primary Select Portfolio Servicing, In
408979063 Single Family Residence Primary Select Portfolio Servicing, In
408979066 2-4 Family Primary Select Portfolio Servicing, In
408979069 Single Family Residence Primary Select Portfolio Servicing, In
408979070 Single Family Residence Primary Select Portfolio Servicing, In
408979071 Single Family Residence Primary Select Portfolio Servicing, In
408979077 Single Family Residence Primary Select Portfolio Servicing, In
408979078 Condo Primary Select Portfolio Servicing, In
408979081 Single Family Residence Primary Select Portfolio Servicing, In
408979086 Single Family Residence Primary Select Portfolio Servicing, In
408979087 2-4 Family Primary Select Portfolio Servicing, In
408979090 PUD Primary Select Portfolio Servicing, In
408979092 Single Family Residence Primary Select Portfolio Servicing, In
408979093 Single Family Residence Primary Select Portfolio Servicing, In
408979095 PUD Primary Select Portfolio Servicing, In
408979096 Single Family Residence Primary Select Portfolio Servicing, In
408979097 2-4 Family Primary Select Portfolio Servicing, In
408979098 Single Family Residence Primary Select Portfolio Servicing, In
408979102 Single Family Residence Primary Select Portfolio Servicing, In
408979106 Single Family Residence Primary Select Portfolio Servicing, In
408979107 Single Family Residence Primary Select Portfolio Servicing, In
408979108 PUD Primary Select Portfolio Servicing, In
408979109 2-4 Family Primary Select Portfolio Servicing, In
408979112 Condo Primary Select Portfolio Servicing, In
408979113 Single Family Residence Primary Select Portfolio Servicing, In
408979116 2-4 Family Primary Select Portfolio Servicing, In
408979118 Single Family Residence Primary Select Portfolio Servicing, In
408979119 Condo Primary Select Portfolio Servicing, In
408979121 2-4 Family Primary Select Portfolio Servicing, In
408979122 Single Family Residence Primary Select Portfolio Servicing, In
408979127 Single Family Residence Primary Select Portfolio Servicing, In
408979131 2-4 Family Primary Select Portfolio Servicing, In
408979132 Single Family Residence Primary Select Portfolio Servicing, In
408979135 Single Family Residence Primary Select Portfolio Servicing, In
408979136 Single Family Residence Primary Select Portfolio Servicing, In
408979137 Single Family Residence Primary Select Portfolio Servicing, In
408979138 Single Family Residence Primary Select Portfolio Servicing, In
408979139 2-4 Family Primary Select Portfolio Servicing, In
408979141 Single Family Residence Primary Select Portfolio Servicing, In
408979145 2-4 Family Primary Select Portfolio Servicing, In
408979147 PUD Primary Select Portfolio Servicing, In
408979148 2-4 Family Investment Select Portfolio Servicing, In
408979150 Condo Primary Select Portfolio Servicing, In
408979151 2-4 Family Primary Select Portfolio Servicing, In
408979154 Single Family Residence Primary Select Portfolio Servicing, In
408979164 Condo Primary Select Portfolio Servicing, In
408979166 2-4 Family Primary Select Portfolio Servicing, In
408979170 Single Family Residence Primary Select Portfolio Servicing, In
408979172 2-4 Family Primary Select Portfolio Servicing, In
408979173 2-4 Family Primary Select Portfolio Servicing, In
408979176 Single Family Residence Primary Select Portfolio Servicing, In
408979177 2-4 Family Primary Select Portfolio Servicing, In
408979178 Condo Primary Select Portfolio Servicing, In
408979181 PUD Primary Select Portfolio Servicing, In
408979182 Single Family Residence Primary Select Portfolio Servicing, In
408979183 Single Family Residence Primary Select Portfolio Servicing, In
408979186 Single Family Residence Primary Select Portfolio Servicing, In
408979196 PUD Primary Select Portfolio Servicing, In
408979197 2-4 Family Primary Select Portfolio Servicing, In
408979202 2-4 Family Primary Select Portfolio Servicing, In
408979203 Condo Primary Select Portfolio Servicing, In
408979204 Single Family Residence Primary Select Portfolio Servicing, In
408979205 Condo Primary Select Portfolio Servicing, In
408979206 Single Family Residence Primary Select Portfolio Servicing, In
408979207 Single Family Residence Primary Select Portfolio Servicing, In
408979208 PUD Primary Select Portfolio Servicing, In
408979210 2-4 Family Primary Select Portfolio Servicing, In
408979211 Single Family Residence Primary Select Portfolio Servicing, In
408979213 PUD Primary Select Portfolio Servicing, In
408979214 Condo Primary Select Portfolio Servicing, In
408979215 Single Family Residence Primary Select Portfolio Servicing, In
408979216 Single Family Residence Primary Select Portfolio Servicing, In
408979217 Condo Primary Select Portfolio Servicing, In
408979219 Single Family Residence Primary Select Portfolio Servicing, In
408979226 Single Family Residence Primary Select Portfolio Servicing, In
408979227 Condo Primary Select Portfolio Servicing, In
408979228 Single Family Residence Primary Select Portfolio Servicing, In
408979229 2-4 Family Primary Select Portfolio Servicing, In
408979232 Single Family Residence Primary Select Portfolio Servicing, In
408979236 Single Family Residence Primary Select Portfolio Servicing, In
408979238 PUD Primary Select Portfolio Servicing, In
408979239 PUD Primary Select Portfolio Servicing, In
408979244 2-4 Family Primary Select Portfolio Servicing, In
408979245 Condo Primary Select Portfolio Servicing, In
408979247 2-4 Family Primary Select Portfolio Servicing, In
408979251 Single Family Residence Primary Select Portfolio Servicing, In
408979252 2-4 Family Primary Select Portfolio Servicing, In
408979253 Condo Primary Select Portfolio Servicing, In
408979254 Single Family Residence Primary Select Portfolio Servicing, In
408979255 Single Family Residence Primary Select Portfolio Servicing, In
408979260 PUD Primary Select Portfolio Servicing, In
408979261 Single Family Residence Primary Select Portfolio Servicing, In
408979263 Single Family Residence Primary Select Portfolio Servicing, In
408979264 Single Family Residence Primary Select Portfolio Servicing, In
408979265 2-4 Family Primary Select Portfolio Servicing, In
408979267 2-4 Family Primary Select Portfolio Servicing, In
408979268 2-4 Family Primary Select Portfolio Servicing, In
408979269 Single Family Residence Primary Select Portfolio Servicing, In
408979270 Single Family Residence Primary Select Portfolio Servicing, In
408979271 Single Family Residence Primary Select Portfolio Servicing, In
408979272 Single Family Residence Primary Select Portfolio Servicing, In
408979274 Single Family Residence Primary Select Portfolio Servicing, In
408979276 PUD Primary Select Portfolio Servicing, In
408979285 Single Family Residence Primary Select Portfolio Servicing, In
408979291 2-4 Family Primary Select Portfolio Servicing, In
408979292 Single Family Residence Primary Select Portfolio Servicing, In
408979293 Single Family Residence Primary Select Portfolio Servicing, In
408979294 Single Family Residence Primary Select Portfolio Servicing, In
408979295 Single Family Residence Primary Select Portfolio Servicing, In
408979296 Single Family Residence Primary Select Portfolio Servicing, In
408979297 Condo Primary Select Portfolio Servicing, In
408979298 Single Family Residence Primary Select Portfolio Servicing, In
408979299 Single Family Residence Primary Select Portfolio Servicing, In
408979300 Single Family Residence Primary Select Portfolio Servicing, In
408979301 Single Family Residence Primary Select Portfolio Servicing, In
408979304 Single Family Residence Primary Select Portfolio Servicing, In
408979306 Town House Primary Select Portfolio Servicing, In
408979307 Single Family Residence Primary Select Portfolio Servicing, In
408979309 Single Family Residence Primary Select Portfolio Servicing, In
408979315 Single Family Residence Primary Select Portfolio Servicing, In
408979316 Single Family Residence Primary Select Portfolio Servicing, In
408979317 Single Family Residence Primary Select Portfolio Servicing, In
408979320 Condo Primary Select Portfolio Servicing, In
408979321 Single Family Residence Primary Select Portfolio Servicing, In
408979323 Single Family Residence Primary Select Portfolio Servicing, In
408979325 PUD Primary Select Portfolio Servicing, In
408979326 Single Family Residence Primary Select Portfolio Servicing, In
408979327 Condo Primary Select Portfolio Servicing, In
408979328 Single Family Residence Primary Select Portfolio Servicing, In
408979331 Single Family Residence Primary Select Portfolio Servicing, In
408979333 2-4 Family Primary Select Portfolio Servicing, In
408979334 2-4 Family Primary Select Portfolio Servicing, In
408979336 Single Family Residence Primary Select Portfolio Servicing, In
408979338 Single Family Residence Primary Select Portfolio Servicing, In
408979339 PUD Primary Select Portfolio Servicing, In
408979344 2-4 Family Primary Select Portfolio Servicing, In
408979345 2-4 Family Primary Select Portfolio Servicing, In
408979351 2-4 Family Primary Select Portfolio Servicing, In
408979356 2-4 Family Primary Select Portfolio Servicing, In
408979358 Single Family Residence Primary Select Portfolio Servicing, In
408979359 Single Family Residence Primary Select Portfolio Servicing, In
408979360 Single Family Residence Primary Select Portfolio Servicing, In
408979362 Single Family Residence Primary Select Portfolio Servicing, In
408979364 PUD Primary Select Portfolio Servicing, In
408979367 2-4 Family Primary Select Portfolio Servicing, In
408979371 Condo Primary Select Portfolio Servicing, In
408979372 Single Family Residence Primary Select Portfolio Servicing, In
408979374 2-4 Family Primary Select Portfolio Servicing, In
408979375 Single Family Residence Primary Select Portfolio Servicing, In
408979376 Single Family Residence Primary Select Portfolio Servicing, In
408979378 2-4 Family Primary Select Portfolio Servicing, In
408979380 2-4 Family Primary Select Portfolio Servicing, In
408979382 Single Family Residence Primary Select Portfolio Servicing, In
408979384 Single Family Residence Primary Select Portfolio Servicing, In
408979385 Single Family Residence Primary Select Portfolio Servicing, In
408979386 Single Family Residence Primary Select Portfolio Servicing, In
408979387 PUD Primary Select Portfolio Servicing, In
408979389 Single Family Residence Primary Select Portfolio Servicing, In
408979391 Single Family Residence Primary Select Portfolio Servicing, In
408979393 Single Family Residence Investment Select Portfolio Servicing, In
408979397 2-4 Family Primary Select Portfolio Servicing, In
408979398 Single Family Residence Primary Select Portfolio Servicing, In
408979399 Single Family Residence Primary Select Portfolio Servicing, In
408979403 2-4 Family Primary Select Portfolio Servicing, In
408979410 Single Family Residence Primary Select Portfolio Servicing, In
408979411 2-4 Family Primary Select Portfolio Servicing, In
408979415 2-4 Family Primary Select Portfolio Servicing, In
408979418 2-4 Family Primary Select Portfolio Servicing, In
408979420 2-4 Family Primary Select Portfolio Servicing, In
408979421 Single Family Residence Primary Select Portfolio Servicing, In
408979423 Single Family Residence Primary Select Portfolio Servicing, In
408979424 Single Family Residence Primary Select Portfolio Servicing, In
408979425 Condo Primary Select Portfolio Servicing, In
408979427 PUD Primary Select Portfolio Servicing, In
408979428 Single Family Residence Primary Select Portfolio Servicing, In
408979429 PUD Primary Select Portfolio Servicing, In
408979431 2-4 Family Primary Select Portfolio Servicing, In
408979435 Single Family Residence Primary Select Portfolio Servicing, In
408979439 Condo Primary Select Portfolio Servicing, In
408979441 Single Family Residence Primary Select Portfolio Servicing, In
408979442 Single Family Residence Primary Select Portfolio Servicing, In
408979443 Single Family Residence Primary Select Portfolio Servicing, In
408979444 Single Family Residence Primary Select Portfolio Servicing, In
408979445 Condo Primary Select Portfolio Servicing, In
408979447 Single Family Residence Primary Select Portfolio Servicing, In
408979448 Single Family Residence Primary Select Portfolio Servicing, In
408979450 Single Family Residence Primary Select Portfolio Servicing, In
408979452 Condo Primary Select Portfolio Servicing, In
408979453 Single Family Residence Primary Select Portfolio Servicing, In
408979454 Single Family Residence Primary Select Portfolio Servicing, In
408979455 Condo Primary Select Portfolio Servicing, In
408979458 2-4 Family Primary Select Portfolio Servicing, In
408979459 Single Family Residence Primary Select Portfolio Servicing, In
408979460 Single Family Residence Primary Select Portfolio Servicing, In
408979461 Single Family Residence Primary Select Portfolio Servicing, In
408979462 Single Family Residence Primary Select Portfolio Servicing, In
408979463 Condo Primary Select Portfolio Servicing, In
408979464 Single Family Residence Primary Select Portfolio Servicing, In
408979467 PUD Primary Select Portfolio Servicing, In
408979468 Single Family Residence Primary Select Portfolio Servicing, In
408979470 2-4 Family Primary Select Portfolio Servicing, In
408979472 Single Family Residence Primary Select Portfolio Servicing, In
408979473 2-4 Family Primary Select Portfolio Servicing, In
408979475 Single Family Residence Primary Select Portfolio Servicing, In
408979476 Condo Primary Select Portfolio Servicing, In
408979477 Single Family Residence Primary Select Portfolio Servicing, In
408979480 Single Family Residence Primary Select Portfolio Servicing, In
408979482 Condo Primary Select Portfolio Servicing, In
408979484 Condo Primary Select Portfolio Servicing, In
408979485 Single Family Residence Primary Select Portfolio Servicing, In
408979489 2-4 Family Primary Select Portfolio Servicing, In
408979491 Single Family Residence Primary Select Portfolio Servicing, In
408979492 2-4 Family Primary Select Portfolio Servicing, In
408979497 Single Family Residence Primary Select Portfolio Servicing, In
408979499 Condo Primary Select Portfolio Servicing, In
408979502 Single Family Residence Primary Select Portfolio Servicing, In
408979505 2-4 Family Primary Select Portfolio Servicing, In
408979513 Single Family Residence Primary Select Portfolio Servicing, In
408979514 Single Family Residence Primary Select Portfolio Servicing, In
408979515 Single Family Residence Primary Select Portfolio Servicing, In
408979516 2-4 Family Primary Select Portfolio Servicing, In
408979518 Single Family Residence Primary Select Portfolio Servicing, In
408979523 Single Family Residence Primary Select Portfolio Servicing, In
408979524 Single Family Residence Primary Select Portfolio Servicing, In
408979525 Single Family Residence Primary Select Portfolio Servicing, In
408979526 Single Family Residence Primary Select Portfolio Servicing, In
408979527 Single Family Residence Primary Select Portfolio Servicing, In
408979531 PUD Primary Select Portfolio Servicing, In
408979534 2-4 Family Primary Select Portfolio Servicing, In
408979539 PUD Primary Select Portfolio Servicing, In
408979540 Single Family Residence Investment Select Portfolio Servicing, In
408979543 2-4 Family Primary Select Portfolio Servicing, In
408979544 2-4 Family Primary Select Portfolio Servicing, In
408979545 Condo Primary Select Portfolio Servicing, In
408979547 Single Family Residence Primary Select Portfolio Servicing, In
408979549 Single Family Residence Primary Select Portfolio Servicing, In
408979550 Single Family Residence Primary Select Portfolio Servicing, In
408979552 PUD Primary Select Portfolio Servicing, In
408979555 Condo Primary Select Portfolio Servicing, In
408979556 Single Family Residence Primary Select Portfolio Servicing, In
408979557 Single Family Residence Primary Select Portfolio Servicing, In
408979559 Single Family Residence Primary Select Portfolio Servicing, In
408979561 Single Family Residence Primary Select Portfolio Servicing, In
408979564 PUD Primary Select Portfolio Servicing, In
408979566 Single Family Residence Primary Select Portfolio Servicing, In
408979567 Condo Primary Select Portfolio Servicing, In
408979569 2-4 Family Primary Select Portfolio Servicing, In
408979571 2-4 Family Primary Select Portfolio Servicing, In
408979572 Single Family Residence Primary Select Portfolio Servicing, In
408979573 Condo Primary Select Portfolio Servicing, In
408979576 PUD Primary Select Portfolio Servicing, In
408979577 Single Family Residence Primary Select Portfolio Servicing, In
408979579 Single Family Residence Primary Select Portfolio Servicing, In
408979585 Single Family Residence Primary Select Portfolio Servicing, In
408979586 Single Family Residence Primary Select Portfolio Servicing, In
408979590 Single Family Residence Primary Select Portfolio Servicing, In
408979591 2-4 Family Primary Select Portfolio Servicing, In
408979593 PUD Primary Select Portfolio Servicing, In
408979597 Single Family Residence Primary Select Portfolio Servicing, In
408979598 Condo Primary Select Portfolio Servicing, In
408979599 2-4 Family Primary Select Portfolio Servicing, In
408979601 Single Family Residence Primary Select Portfolio Servicing, In
408979602 PUD Primary Select Portfolio Servicing, In
408979604 Single Family Residence Primary Select Portfolio Servicing, In
408979605 Single Family Residence Primary Select Portfolio Servicing, In
408979607 Single Family Residence Primary Select Portfolio Servicing, In
408979608 2-4 Family Primary Select Portfolio Servicing, In
408979609 Single Family Residence Primary Select Portfolio Servicing, In
408979610 Single Family Residence Primary Select Portfolio Servicing, In
408979612 Single Family Residence Primary Select Portfolio Servicing, In
408979613 Single Family Residence Primary Select Portfolio Servicing, In
408979615 Single Family Residence Primary Select Portfolio Servicing, In
408979618 2-4 Family Primary Select Portfolio Servicing, In
408979620 Single Family Residence Primary Select Portfolio Servicing, In
408979621 Single Family Residence Primary Select Portfolio Servicing, In
408979623 2-4 Family Primary Select Portfolio Servicing, In
408979629 Condo Primary Select Portfolio Servicing, In
408979630 Single Family Residence Primary Select Portfolio Servicing, In
408979631 PUD Primary Select Portfolio Servicing, In
408979633 2-4 Family Primary Select Portfolio Servicing, In
408979634 2-4 Family Primary Select Portfolio Servicing, In
408979636 Single Family Residence Primary Select Portfolio Servicing, In
408979638 Single Family Residence Primary Select Portfolio Servicing, In
408979639 Single Family Residence Primary Select Portfolio Servicing, In
408979641 Single Family Residence Primary Select Portfolio Servicing, In
408979643 Single Family Residence Primary Select Portfolio Servicing, In
408979648 PUD Primary Select Portfolio Servicing, In
408979649 Condo Primary Select Portfolio Servicing, In
408979650 Single Family Residence Primary Select Portfolio Servicing, In
408979653 Single Family Residence Primary Select Portfolio Servicing, In
408979654 Single Family Residence Primary Select Portfolio Servicing, In
408979655 Single Family Residence Primary Select Portfolio Servicing, In
408979659 PUD Primary Select Portfolio Servicing, In
408979660 Single Family Residence Primary Select Portfolio Servicing, In
408979661 Condo Primary Select Portfolio Servicing, In
408979663 Single Family Residence Primary Select Portfolio Servicing, In
408979665 Single Family Residence Primary Select Portfolio Servicing, In
408979667 Single Family Residence Primary Select Portfolio Servicing, In
408979668 Single Family Residence Primary Select Portfolio Servicing, In
408979669 Condo Primary Select Portfolio Servicing, In
408979671 Single Family Residence Primary Select Portfolio Servicing, In
408979672 Single Family Residence Primary Select Portfolio Servicing, In
408979673 Single Family Residence Primary Select Portfolio Servicing, In
408979674 2-4 Family Primary Select Portfolio Servicing, In
408979682 Single Family Residence Primary Select Portfolio Servicing, In
408979683 Condo Primary Select Portfolio Servicing, In
408979684 2-4 Family Primary Select Portfolio Servicing, In
408979685 Condo Primary Select Portfolio Servicing, In
408979686 Single Family Residence Primary Select Portfolio Servicing, In
408979687 Single Family Residence Primary Select Portfolio Servicing, In
408979688 Condo Primary Select Portfolio Servicing, In
408979691 Single Family Residence Primary Select Portfolio Servicing, In
408979693 Single Family Residence Primary Select Portfolio Servicing, In
408979694 2-4 Family Primary Select Portfolio Servicing, In
408979696 PUD Primary Select Portfolio Servicing, In
408979697 Single Family Residence Primary Select Portfolio Servicing, In
408979699 Single Family Residence Secondary Select Portfolio Servicing, In
408979701 Single Family Residence Primary Select Portfolio Servicing, In
408979702 Single Family Residence Primary Select Portfolio Servicing, In
408979703 Single Family Residence Primary Select Portfolio Servicing, In
408979704 Single Family Residence Primary Select Portfolio Servicing, In
408979705 Single Family Residence Primary Select Portfolio Servicing, In
408979706 PUD Primary Select Portfolio Servicing, In
408979709 Single Family Residence Primary Select Portfolio Servicing, In
408979710 Single Family Residence Primary Select Portfolio Servicing, In
408979714 PUD Primary Select Portfolio Servicing, In
408979716 Single Family Residence Primary Select Portfolio Servicing, In
408979722 Single Family Residence Primary Select Portfolio Servicing, In
408979724 Single Family Residence Primary Select Portfolio Servicing, In
408979725 Single Family Residence Primary Select Portfolio Servicing, In
408979726 Single Family Residence Primary Select Portfolio Servicing, In
408979730 PUD Primary Select Portfolio Servicing, In
408979731 Single Family Residence Primary Select Portfolio Servicing, In
408979732 PUD Primary Select Portfolio Servicing, In
408979737 2-4 Family Primary Select Portfolio Servicing, In
408979738 2-4 Family Primary Select Portfolio Servicing, In
408979739 PUD Primary Select Portfolio Servicing, In
408979741 Single Family Residence Primary Select Portfolio Servicing, In
408979743 Single Family Residence Primary Select Portfolio Servicing, In
408979745 2-4 Family Primary Select Portfolio Servicing, In
408979746 Condo Primary Select Portfolio Servicing, In
408979747 2-4 Family Primary Select Portfolio Servicing, In
408979749 PUD Primary Select Portfolio Servicing, In
408979751 Condo Primary Select Portfolio Servicing, In
408979753 Single Family Residence Primary Select Portfolio Servicing, In
408979756 Condo Primary Select Portfolio Servicing, In
408979757 PUD Primary Select Portfolio Servicing, In
408979758 Condo Primary Select Portfolio Servicing, In
408979759 2-4 Family Primary Select Portfolio Servicing, In
408979761 Single Family Residence Primary Select Portfolio Servicing, In
408979762 Condo Primary Select Portfolio Servicing, In
408979763 Single Family Residence Primary Select Portfolio Servicing, In
408979764 Single Family Residence Primary Select Portfolio Servicing, In
408979771 Single Family Residence Primary Select Portfolio Servicing, In
408979772 Single Family Residence Primary Select Portfolio Servicing, In
408979774 Single Family Residence Primary Select Portfolio Servicing, In
408979775 Condo Primary Select Portfolio Servicing, In
408979776 Single Family Residence Primary Select Portfolio Servicing, In
408979777 Single Family Residence Primary Select Portfolio Servicing, In
408979784 Single Family Residence Primary Select Portfolio Servicing, In
408979785 Single Family Residence Primary Select Portfolio Servicing, In
408979786 Single Family Residence Primary Select Portfolio Servicing, In
408979787 Single Family Residence Primary Select Portfolio Servicing, In
408979790 Single Family Residence Primary Select Portfolio Servicing, In
408979794 Single Family Residence Primary Select Portfolio Servicing, In
408979795 2-4 Family Primary Select Portfolio Servicing, In
408979796 Single Family Residence Primary Select Portfolio Servicing, In
408979797 Single Family Residence Primary Select Portfolio Servicing, In
408979798 PUD Primary Select Portfolio Servicing, In
408979799 Condo Primary Select Portfolio Servicing, In
408979802 Condo Primary Select Portfolio Servicing, In
408979804 PUD Primary Select Portfolio Servicing, In
408979805 2-4 Family Primary Select Portfolio Servicing, In
408979806 Single Family Residence Primary Select Portfolio Servicing, In
408979807 Condo Primary Select Portfolio Servicing, In
408979810 Single Family Residence Primary Select Portfolio Servicing, In
408979812 Single Family Residence Primary Select Portfolio Servicing, In
408979813 Condo Primary Select Portfolio Servicing, In
408979815 Single Family Residence Primary Select Portfolio Servicing, In
408979816 2-4 Family Primary Select Portfolio Servicing, In
408979818 PUD Primary Select Portfolio Servicing, In
408979819 Single Family Residence Primary Select Portfolio Servicing, In
408979820 Condo Primary Select Portfolio Servicing, In
408979822 Single Family Residence Primary Select Portfolio Servicing, In
408979823 Single Family Residence Primary Select Portfolio Servicing, In
408979824 Single Family Residence Primary Select Portfolio Servicing, In
408979825 Single Family Residence Primary Select Portfolio Servicing, In
408979826 Condo Primary Select Portfolio Servicing, In
408979829 Condo Primary Select Portfolio Servicing, In
408979830 2-4 Family Primary Select Portfolio Servicing, In
408979833 Single Family Residence Primary Select Portfolio Servicing, In
408979835 Single Family Residence Primary Select Portfolio Servicing, In
408979836 Single Family Residence Primary Select Portfolio Servicing, In
408979839 Single Family Residence Primary Select Portfolio Servicing, In
408979840 Condo Primary Select Portfolio Servicing, In
408979842 2-4 Family Primary Select Portfolio Servicing, In
408979843 PUD Primary Select Portfolio Servicing, In
408979844 Single Family Residence Primary Select Portfolio Servicing, In
408979847 Single Family Residence Primary Select Portfolio Servicing, In
408979850 Single Family Residence Primary Select Portfolio Servicing, In
408979851 Single Family Residence Primary Select Portfolio Servicing, In
408979852 PUD Primary Select Portfolio Servicing, In
408979855 Single Family Residence Primary Select Portfolio Servicing, In
408979862 Single Family Residence Primary Select Portfolio Servicing, In
408979863 Single Family Residence Primary Select Portfolio Servicing, In
408979864 PUD Primary Select Portfolio Servicing, In
408979865 Condo Primary Select Portfolio Servicing, In
408979866 Single Family Residence Primary Select Portfolio Servicing, In
408979867 PUD Primary Select Portfolio Servicing, In
408979868 PUD Primary Select Portfolio Servicing, In
408979869 Single Family Residence Primary Select Portfolio Servicing, In
408979872 2-4 Family Primary Select Portfolio Servicing, In
408979873 Single Family Residence Primary Select Portfolio Servicing, In
408979874 Single Family Residence Primary Select Portfolio Servicing, In
408979876 Single Family Residence Primary Select Portfolio Servicing, In
408979877 Single Family Residence Primary Select Portfolio Servicing, In
408979879 PUD Primary Select Portfolio Servicing, In
408979880 Single Family Residence Primary Select Portfolio Servicing, In
408979881 Single Family Residence Primary Select Portfolio Servicing, In
408979883 Single Family Residence Primary Select Portfolio Servicing, In
408979887 Condo Primary Select Portfolio Servicing, In
408979888 Single Family Residence Primary Select Portfolio Servicing, In
408979892 Single Family Residence Primary Select Portfolio Servicing, In
408979893 Single Family Residence Primary Select Portfolio Servicing, In
408979894 Single Family Residence Primary Select Portfolio Servicing, In
408979896 PUD Primary Select Portfolio Servicing, In
408979898 PUD Primary Select Portfolio Servicing, In
408979899 2-4 Family Primary Select Portfolio Servicing, In
408979900 PUD Primary Select Portfolio Servicing, In
408979901 Single Family Residence Primary Select Portfolio Servicing, In
408979902 Single Family Residence Primary Select Portfolio Servicing, In
408979904 Single Family Residence Primary Select Portfolio Servicing, In
408979909 Condo Primary Select Portfolio Servicing, In
408979910 Single Family Residence Primary Select Portfolio Servicing, In
408979912 Condo Primary Select Portfolio Servicing, In
408979913 Single Family Residence Primary Select Portfolio Servicing, In
408979915 PUD Primary Select Portfolio Servicing, In
408979916 Condo Primary Select Portfolio Servicing, In
408979919 PUD Primary Select Portfolio Servicing, In
408979920 Single Family Residence Primary Select Portfolio Servicing, In
408979922 Single Family Residence Primary Select Portfolio Servicing, In
408979924 Condo Primary Select Portfolio Servicing, In
408979928 Single Family Residence Primary Select Portfolio Servicing, In
408979931 Condo Primary Select Portfolio Servicing, In
408979932 Single Family Residence Primary Select Portfolio Servicing, In
408979935 Condo Primary Select Portfolio Servicing, In
408979936 Single Family Residence Primary Select Portfolio Servicing, In
408979939 Condo Primary Select Portfolio Servicing, In
408979940 Single Family Residence Primary Select Portfolio Servicing, In
408979943 Single Family Residence Primary Select Portfolio Servicing, In
408979945 Single Family Residence Primary Select Portfolio Servicing, In
408979946 Single Family Residence Primary Select Portfolio Servicing, In
408979947 Single Family Residence Primary Select Portfolio Servicing, In
408979950 Single Family Residence Primary Select Portfolio Servicing, In
408979951 Condo Primary Select Portfolio Servicing, In
408979952 2-4 Family Primary Select Portfolio Servicing, In
408979953 Single Family Residence Primary Select Portfolio Servicing, In
408979956 Condo Primary Select Portfolio Servicing, In
408979959 Single Family Residence Primary Select Portfolio Servicing, In
408979960 Single Family Residence Primary Select Portfolio Servicing, In
408979961 PUD Primary Select Portfolio Servicing, In
408979963 PUD Primary Select Portfolio Servicing, In
408979967 Single Family Residence Primary Select Portfolio Servicing, In
408979968 Single Family Residence Primary Select Portfolio Servicing, In
408979969 Condo Primary Select Portfolio Servicing, In
408979970 Single Family Residence Primary Select Portfolio Servicing, In
408979971 Single Family Residence Primary Select Portfolio Servicing, In
408979972 Condo Primary Select Portfolio Servicing, In
408979973 2-4 Family Primary Select Portfolio Servicing, In
408979974 Single Family Residence Primary Select Portfolio Servicing, In
408979975 Single Family Residence Primary Select Portfolio Servicing, In
408979976 Single Family Residence Primary Select Portfolio Servicing, In
408979978 Single Family Residence Primary Select Portfolio Servicing, In
408979979 Condo Primary Select Portfolio Servicing, In
408979980 PUD Primary Select Portfolio Servicing, In
408979982 2-4 Family Primary Select Portfolio Servicing, In
408979983 Single Family Residence Primary Select Portfolio Servicing, In
408979985 PUD Primary Select Portfolio Servicing, In
408979986 PUD Primary Select Portfolio Servicing, In
408979988 Single Family Residence Primary Select Portfolio Servicing, In
408979989 Single Family Residence Primary Select Portfolio Servicing, In
408979991 Single Family Residence Primary Select Portfolio Servicing, In
408979992 Single Family Residence Primary Select Portfolio Servicing, In
408979993 PUD Primary Select Portfolio Servicing, In
408979994 Single Family Residence Primary Select Portfolio Servicing, In
408979995 Single Family Residence Primary Select Portfolio Servicing, In
408979997 Single Family Residence Primary Select Portfolio Servicing, In
408979998 Single Family Residence Primary Select Portfolio Servicing, In
408980000 Single Family Residence Primary Select Portfolio Servicing, In
408980002 Condo Primary Select Portfolio Servicing, In
408980003 Single Family Residence Primary Select Portfolio Servicing, In
408980004 Single Family Residence Primary Select Portfolio Servicing, In
408980006 Single Family Residence Primary Select Portfolio Servicing, In
408980007 Single Family Residence Primary Select Portfolio Servicing, In
408980009 Single Family Residence Primary Select Portfolio Servicing, In
408980016 Single Family Residence Primary Select Portfolio Servicing, In
408980019 Single Family Residence Primary Select Portfolio Servicing, In
408980020 Single Family Residence Primary Select Portfolio Servicing, In
408980022 Single Family Residence Primary Select Portfolio Servicing, In
408980023 Single Family Residence Primary Select Portfolio Servicing, In
408980024 PUD Primary Select Portfolio Servicing, In
408980027 Condo Primary Select Portfolio Servicing, In
408980028 Single Family Residence Primary Select Portfolio Servicing, In
408980029 Single Family Residence Primary Select Portfolio Servicing, In
408980030 Condo Primary Select Portfolio Servicing, In
408980031 Single Family Residence Primary Select Portfolio Servicing, In
408980032 Condo Primary Select Portfolio Servicing, In
408980033 Single Family Residence Primary Select Portfolio Servicing, In
408980034 Single Family Residence Primary Select Portfolio Servicing, In
408980035 Single Family Residence Primary Select Portfolio Servicing, In
408980036 Single Family Residence Primary Select Portfolio Servicing, In
408980038 2-4 Family Primary Select Portfolio Servicing, In
408980040 Single Family Residence Primary Select Portfolio Servicing, In
408980043 Single Family Residence Primary Select Portfolio Servicing, In
408980045 Single Family Residence Primary Select Portfolio Servicing, In
408980046 Condo Primary Select Portfolio Servicing, In
408980048 Single Family Residence Primary Select Portfolio Servicing, In
408980051 Single Family Residence Primary Select Portfolio Servicing, In
408980053 Condo Primary Select Portfolio Servicing, In
408980054 Single Family Residence Primary Select Portfolio Servicing, In
408980055 Condo Primary Select Portfolio Servicing, In
408980056 Condo Primary Select Portfolio Servicing, In
408980057 2-4 Family Primary Select Portfolio Servicing, In
408980058 Single Family Residence Primary Select Portfolio Servicing, In
408980060 Single Family Residence Primary Select Portfolio Servicing, In
408980061 Condo Primary Select Portfolio Servicing, In
408980062 Single Family Residence Primary Select Portfolio Servicing, In
408980064 Single Family Residence Primary Select Portfolio Servicing, In
408980065 PUD Primary Select Portfolio Servicing, In
408980066 Single Family Residence Primary Select Portfolio Servicing, In
408980067 Single Family Residence Primary Select Portfolio Servicing, In
408980068 2-4 Family Primary Select Portfolio Servicing, In
408980069 Single Family Residence Primary Select Portfolio Servicing, In
408980070 Single Family Residence Primary Select Portfolio Servicing, In
408980071 Single Family Residence Primary Select Portfolio Servicing, In
408980072 Single Family Residence Primary Select Portfolio Servicing, In
408980073 PUD Primary Select Portfolio Servicing, In
408980075 Single Family Residence Primary Select Portfolio Servicing, In
408980076 PUD Primary Select Portfolio Servicing, In
408980077 Single Family Residence Primary Select Portfolio Servicing, In
408980079 Single Family Residence Primary Select Portfolio Servicing, In
408980080 Single Family Residence Primary Select Portfolio Servicing, In
408980081 2-4 Family Primary Select Portfolio Servicing, In
408980082 Single Family Residence Primary Select Portfolio Servicing, In
408980083 Single Family Residence Primary Select Portfolio Servicing, In
408980084 Single Family Residence Primary Select Portfolio Servicing, In
408980085 PUD Primary Select Portfolio Servicing, In
408980087 PUD Primary Select Portfolio Servicing, In
408980088 Single Family Residence Primary Select Portfolio Servicing, In
408980089 PUD Primary Select Portfolio Servicing, In
408980090 Condo Primary Select Portfolio Servicing, In
408980092 Single Family Residence Primary Select Portfolio Servicing, In
408980094 PUD Primary Select Portfolio Servicing, In
408980095 PUD Primary Select Portfolio Servicing, In
408980096 Condo Primary Select Portfolio Servicing, In
408980097 Single Family Residence Primary Select Portfolio Servicing, In
408980098 Single Family Residence Primary Select Portfolio Servicing, In
408980102 2-4 Family Primary Select Portfolio Servicing, In
408980106 PUD Primary Select Portfolio Servicing, In
408980107 Single Family Residence Primary Select Portfolio Servicing, In
408980108 PUD Primary Select Portfolio Servicing, In
408980110 2-4 Family Primary Select Portfolio Servicing, In
408980111 Condo Primary Select Portfolio Servicing, In
408980112 Single Family Residence Primary Select Portfolio Servicing, In
408980114 2-4 Family Primary Select Portfolio Servicing, In
408980116 Condo Primary Select Portfolio Servicing, In
408980117 Single Family Residence Primary Select Portfolio Servicing, In
408980120 PUD Primary Select Portfolio Servicing, In
408980121 Single Family Residence Primary Select Portfolio Servicing, In
408980122 Single Family Residence Primary Select Portfolio Servicing, In
408980123 Single Family Residence Primary Select Portfolio Servicing, In
408980124 PUD Primary Select Portfolio Servicing, In
408980125 Single Family Residence Primary Select Portfolio Servicing, In
408980128 Single Family Residence Primary Select Portfolio Servicing, In
408980130 Condo Primary Select Portfolio Servicing, In
408980131 Single Family Residence Primary Select Portfolio Servicing, In
408980132 PUD Primary Select Portfolio Servicing, In
408980135 Single Family Residence Primary Select Portfolio Servicing, In
408980137 Single Family Residence Primary Select Portfolio Servicing, In
408980139 Single Family Residence Primary Select Portfolio Servicing, In
408980140 Single Family Residence Primary Select Portfolio Servicing, In
408980141 Single Family Residence Primary Select Portfolio Servicing, In
408980143 Single Family Residence Primary Select Portfolio Servicing, In
408980144 Condo Primary Select Portfolio Servicing, In
408980145 Single Family Residence Primary Select Portfolio Servicing, In
408980146 Single Family Residence Primary Select Portfolio Servicing, In
408980147 Single Family Residence Primary Select Portfolio Servicing, In
408980148 Single Family Residence Primary Select Portfolio Servicing, In
408980149 PUD Primary Select Portfolio Servicing, In
408980150 PUD Primary Select Portfolio Servicing, In
408980151 Single Family Residence Primary Select Portfolio Servicing, In
408980152 Single Family Residence Primary Select Portfolio Servicing, In
408980154 PUD Primary Select Portfolio Servicing, In
408980156 Town House Primary Select Portfolio Servicing, In
408980157 2-4 Family Primary Select Portfolio Servicing, In
408980160 PUD Primary Select Portfolio Servicing, In
408980163 Single Family Residence Primary Select Portfolio Servicing, In
408980165 Single Family Residence Primary Select Portfolio Servicing, In
408980166 PUD Primary Select Portfolio Servicing, In
408980167 Single Family Residence Primary Select Portfolio Servicing, In
408980168 Single Family Residence Primary Select Portfolio Servicing, In
408980169 Single Family Residence Primary Select Portfolio Servicing, In
408980170 Condo Primary Select Portfolio Servicing, In
408980171 Single Family Residence Primary Select Portfolio Servicing, In
408980173 PUD Primary Select Portfolio Servicing, In
408980174 Single Family Residence Primary Select Portfolio Servicing, In
408980176 PUD Primary Select Portfolio Servicing, In
408980177 Single Family Residence Primary Select Portfolio Servicing, In
408980180 Single Family Residence Primary Select Portfolio Servicing, In
408980181 PUD Primary Select Portfolio Servicing, In
408980185 Single Family Residence Primary Select Portfolio Servicing, In
408980186 PUD Primary Select Portfolio Servicing, In
408980187 PUD Primary Select Portfolio Servicing, In
408980188 Single Family Residence Primary Select Portfolio Servicing, In
408980192 Single Family Residence Primary Select Portfolio Servicing, In
408980194 Single Family Residence Primary Select Portfolio Servicing, In
408980196 Single Family Residence Primary Select Portfolio Servicing, In
408980197 Single Family Residence Primary Select Portfolio Servicing, In
408980199 Single Family Residence Primary Select Portfolio Servicing, In
408980200 Single Family Residence Primary Select Portfolio Servicing, In
408980201 2-4 Family Primary Select Portfolio Servicing, In
408980202 Single Family Residence Primary Select Portfolio Servicing, In
408980204 2-4 Family Primary Select Portfolio Servicing, In
408980205 Single Family Residence Primary Select Portfolio Servicing, In
408980206 Condo Primary Select Portfolio Servicing, In
408980207 Single Family Residence Primary Select Portfolio Servicing, In
408980208 PUD Primary Select Portfolio Servicing, In
408980209 PUD Primary Select Portfolio Servicing, In
408980211 Condo Primary Select Portfolio Servicing, In
408980215 Single Family Residence Primary Select Portfolio Servicing, In
408980217 Single Family Residence Primary Select Portfolio Servicing, In
408980219 Single Family Residence Primary Select Portfolio Servicing, In
408980220 Single Family Residence Primary Select Portfolio Servicing, In
408980221 Single Family Residence Primary Select Portfolio Servicing, In
408980222 Single Family Residence Primary Select Portfolio Servicing, In
408998344 Single Family Residence Primary Select Portfolio Servicing, In
408998346 Condo Primary Select Portfolio Servicing, In
408998348 Single Family Residence Primary Select Portfolio Servicing, In
408998364 Condo Primary Select Portfolio Servicing, In
408998373 Single Family Residence Primary Select Portfolio Servicing, In
408998376 2-4 Family Primary Select Portfolio Servicing, In
409015840 PUD Primary Select Portfolio Servicing, In
409015912 Single Family Residence Primary Select Portfolio Servicing, In
409015913 PUD Primary Select Portfolio Servicing, In
409015916 Single Family Residence Primary Select Portfolio Servicing, In
409015917 Single Family Residence Primary Select Portfolio Servicing, In
409015919 Single Family Residence Primary Select Portfolio Servicing, In
409015924 Single Family Residence Primary Select Portfolio Servicing, In
409015925 Single Family Residence Primary Select Portfolio Servicing, In
409015926 Condo Primary Select Portfolio Servicing, In
409015927 Single Family Residence Primary Select Portfolio Servicing, In
409015928 PUD Primary Select Portfolio Servicing, In
409015929 PUD Primary Select Portfolio Servicing, In
409015930 Single Family Residence Primary Select Portfolio Servicing, In
409030015 Single Family Residence Primary Select Portfolio Servicing, In
409030016 Condo Primary Select Portfolio Servicing, In
409030020 Single Family Residence Primary Select Portfolio Servicing, In
409030022 Single Family Residence Primary Select Portfolio Servicing, In
409030030 Single Family Residence Primary Select Portfolio Servicing, In
409030033 Single Family Residence Primary Select Portfolio Servicing, In
409030035 Single Family Residence Primary Select Portfolio Servicing, In
409030036 PUD Primary Select Portfolio Servicing, In
409030038 Condo Primary Select Portfolio Servicing, In
409039395 Condo Primary Select Portfolio Servicing, In
409055782 Single Family Residence Primary Select Portfolio Servicing, In
409101756 PUD Primary Select Portfolio Servicing, In
409101757 2-4 Family Primary Select Portfolio Servicing, In
409165843 PUD Primary Select Portfolio Servicing, In
409165846 Single Family Residence Investment Select Portfolio Servicing, In
409165847 Single Family Residence Primary Select Portfolio Servicing, In
409165848 Single Family Residence Primary Select Portfolio Servicing, In
409165849 2-4 Family Primary Select Portfolio Servicing, In
409165851 2-4 Family Primary Select Portfolio Servicing, In
409165852 Condo Primary Select Portfolio Servicing, In
409165853 Single Family Residence Primary Select Portfolio Servicing, In
409165855 Condo Secondary Select Portfolio Servicing, In
409165856 2-4 Family Investment Select Portfolio Servicing, In
409165858 Single Family Residence Secondary Select Portfolio Servicing, In
409165864 Condo Secondary Select Portfolio Servicing, In
409165868 Single Family Residence Primary Select Portfolio Servicing, In
409165869 Single Family Residence Primary Select Portfolio Servicing, In
409165871 Single Family Residence Primary Select Portfolio Servicing, In
409165873 PUD Primary Select Portfolio Servicing, In
409165879 PUD Primary Select Portfolio Servicing, In
409165880 PUD Secondary Select Portfolio Servicing, In
409165882 PUD Primary Select Portfolio Servicing, In
409165884 PUD Primary Select Portfolio Servicing, In
409165887 Single Family Residence Primary Select Portfolio Servicing, In
409165889 Single Family Residence Primary Select Portfolio Servicing, In
409165891 Condo Investment Select Portfolio Servicing, In
409165892 2-4 Family Primary Select Portfolio Servicing, In
409165893 Single Family Residence Primary Select Portfolio Servicing, In
409165895 PUD Primary Select Portfolio Servicing, In
409165897 Single Family Residence Primary Select Portfolio Servicing, In
409165899 Single Family Residence Primary Select Portfolio Servicing, In
409165900 Condo Primary Select Portfolio Servicing, In
409165901 Single Family Residence Primary Select Portfolio Servicing, In
409165902 2-4 Family Primary Select Portfolio Servicing, In
409165904 2-4 Family Primary Select Portfolio Servicing, In
409165905 Single Family Residence Primary Select Portfolio Servicing, In
409165907 Single Family Residence Primary Select Portfolio Servicing, In
409165908 Single Family Residence Secondary Select Portfolio Servicing, In
409165909 2-4 Family Primary Select Portfolio Servicing, In
409165910 Single Family Residence Primary Select Portfolio Servicing, In
409165912 Single Family Residence Primary Select Portfolio Servicing, In
409165913 PUD Primary Select Portfolio Servicing, In
409165915 PUD Secondary Select Portfolio Servicing, In
409165916 2-4 Family Investment Select Portfolio Servicing, In
409165917 2-4 Family Investment Select Portfolio Servicing, In
409165919 Condo Primary Select Portfolio Servicing, In
409165920 Single Family Residence Primary Select Portfolio Servicing, In
409165921 Condo Primary Select Portfolio Servicing, In
409165925 2-4 Family Primary Select Portfolio Servicing, In
409165926 Condo Secondary Select Portfolio Servicing, In
409165927 Condo Primary Select Portfolio Servicing, In
409165929 Condo Primary Select Portfolio Servicing, In
409165930 Single Family Residence Primary Select Portfolio Servicing, In
409165931 Single Family Residence Primary Select Portfolio Servicing, In
409165932 PUD Primary Select Portfolio Servicing, In
409192787 Single Family Residence Primary Select Portfolio Servicing, In
409217292 Condo Primary Select Portfolio Servicing, In
409217293 PUD Primary Select Portfolio Servicing, In
409217295 PUD Primary Select Portfolio Servicing, In
409217297 Condo Primary Select Portfolio Servicing, In
409278089 Single Family Residence Primary Select Portfolio Servicing, In
409278090 Single Family Residence Primary Select Portfolio Servicing, In
409278091 Single Family Residence Primary Select Portfolio Servicing, In
409331016 Single Family Residence Primary Select Portfolio Servicing, In
409331017 Single Family Residence Primary Select Portfolio Servicing, In
409331018 Single Family Residence Primary Select Portfolio Servicing, In
409331019 PUD Primary Select Portfolio Servicing, In
409331020 Condo Primary Select Portfolio Servicing, In
409331023 Single Family Residence Primary Select Portfolio Servicing, In
409331026 Single Family Residence Secondary Select Portfolio Servicing, In
409331028 Single Family Residence Investment Select Portfolio Servicing, In
409331029 PUD Primary Select Portfolio Servicing, In
409331032 PUD Primary Select Portfolio Servicing, In
409331033 Single Family Residence Primary Select Portfolio Servicing, In
409331035 Single Family Residence Primary Select Portfolio Servicing, In
409331038 Condo Primary Select Portfolio Servicing, In
409331039 Single Family Residence Primary Select Portfolio Servicing, In
409331041 Single Family Residence Primary Select Portfolio Servicing, In
409331043 Single Family Residence Primary Select Portfolio Servicing, In
409331045 Single Family Residence Primary Select Portfolio Servicing, In
409331049 PUD Primary Select Portfolio Servicing, In
409331050 Condo Primary Select Portfolio Servicing, In
409331052 Single Family Residence Primary Select Portfolio Servicing, In
409331054 Single Family Residence Investment Select Portfolio Servicing, In
409331056 Single Family Residence Primary Select Portfolio Servicing, In
409331057 PUD Primary Select Portfolio Servicing, In
409829658 Single Family Residence Primary Select Portfolio Servicing, In
409829691 2-4 Family Investment Select Portfolio Servicing, In
409829708 Single Family Residence Primary Select Portfolio Servicing, In
409829721 Single Family Residence Primary Select Portfolio Servicing, In
409829734 PUD Secondary Select Portfolio Servicing, In
409829765 Single Family Residence Secondary Select Portfolio Servicing, In
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409829780 Single Family Residence Investment Select Portfolio Servicing, In
409829781 2-4 Family Investment Select Portfolio Servicing, In
409829793 Single Family Residence Investment Select Portfolio Servicing, In
409829795 Single Family Residence Investment Select Portfolio Servicing, In
409829803 Single Family Residence Investment Select Portfolio Servicing, In
409829813 Single Family Residence Investment Select Portfolio Servicing, In
409829814 Single Family Residence Investment Select Portfolio Servicing, In
409829817 Single Family Residence Primary Select Portfolio Servicing, In
409829823 Single Family Residence Primary Select Portfolio Servicing, In
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409829842 2-4 Family Investment Select Portfolio Servicing, In
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409829867 PUD Investment Select Portfolio Servicing, In
409829870 Single Family Residence Investment Select Portfolio Servicing, In
409829881 Single Family Residence Investment Select Portfolio Servicing, In
409829886 Single Family Residence Investment Select Portfolio Servicing, In
409829890 2-4 Family Investment Select Portfolio Servicing, In
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409829915 PUD Investment Select Portfolio Servicing, In
409829920 2-4 Family Investment Select Portfolio Servicing, In
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409829935 Single Family Residence Investment Select Portfolio Servicing, In
409829964 Single Family Residence Investment Select Portfolio Servicing, In
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409829967 Condo Primary Select Portfolio Servicing, In
409829970 2-4 Family Investment Select Portfolio Servicing, In
409829995 2-4 Family Investment Select Portfolio Servicing, In
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409830038 PUD Investment Select Portfolio Servicing, In
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409830108 Single Family Residence Investment Select Portfolio Servicing, In
409830120 PUD Investment Select Portfolio Servicing, In
409830121 PUD Investment Select Portfolio Servicing, In
409830164 PUD Primary Select Portfolio Servicing, In
409830200 Single Family Residence Investment Select Portfolio Servicing, In
409830265 Single Family Residence Primary Select Portfolio Servicing, In
500858626 Single Family Residence Primary Select Portfolio Servicing, In
500858627 PUD Primary Select Portfolio Servicing, In
500858628 Single Family Residence Primary Select Portfolio Servicing, In
500858629 Single Family Residence Primary Select Portfolio Servicing, In
500858630 2-4 Family Primary Select Portfolio Servicing, In
500858632 Single Family Residence Primary Select Portfolio Servicing, In
500858633 Single Family Residence Primary Select Portfolio Servicing, In
500858637 PUD Primary Select Portfolio Servicing, In
500858638 Single Family Residence Primary Select Portfolio Servicing, In
500858639 PUD Primary Select Portfolio Servicing, In
500858640 Single Family Residence Primary Select Portfolio Servicing, In
500858641 Single Family Residence Primary Select Portfolio Servicing, In
500858642 Single Family Residence Primary Select Portfolio Servicing, In
500858643 Single Family Residence Primary Select Portfolio Servicing, In
500858644 Single Family Residence Primary Select Portfolio Servicing, In
500858645 PUD Primary Select Portfolio Servicing, In
500858646 PUD Primary Select Portfolio Servicing, In
500858647 PUD Primary Select Portfolio Servicing, In
500858649 2-4 Family Primary Select Portfolio Servicing, In
500858650 Single Family Residence Primary Select Portfolio Servicing, In
500858651 Single Family Residence Primary Select Portfolio Servicing, In
500858652 Single Family Residence Primary Select Portfolio Servicing, In
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700343773 Condo Investment Select Portfolio Servicing, In
700344182 Single Family Residence Investment Select Portfolio Servicing, In
700351638 Single Family Residence Primary Select Portfolio Servicing, In
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700354084 Condo Primary Select Portfolio Servicing, In
700354095 2-4 Family Primary Select Portfolio Servicing, In
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700358373 Single Family Residence Primary Select Portfolio Servicing, In
700359651 2-4 Family Primary Select Portfolio Servicing, In
700361363 PUD Investment Select Portfolio Servicing, In
700362395 PUD Primary Select Portfolio Servicing, In
700364671 Co-op Primary Select Portfolio Servicing, In
700364974 2-4 Family Investment Select Portfolio Servicing, In
700365923 2-4 Family Investment Select Portfolio Servicing, In
700367115 Single Family Residence Investment Select Portfolio Servicing, In
700367519 Condo Primary Select Portfolio Servicing, In
700369212 Condo Primary Select Portfolio Servicing, In
700369468 Condo Primary Select Portfolio Servicing, In
700370063 Single Family Residence Primary Select Portfolio Servicing, In
700370100 Single Family Residence Primary Select Portfolio Servicing, In
700370306 Single Family Residence Primary Select Portfolio Servicing, In
700370526 Single Family Residence Primary Select Portfolio Servicing, In
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700371317 2-4 Family Primary Select Portfolio Servicing, In
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700372419 Single Family Residence Primary Select Portfolio Servicing, In
700372482 PUD Investment Select Portfolio Servicing, In
700374401 Single Family Residence Investment Select Portfolio Servicing, In
700374827 Single Family Residence Primary Select Portfolio Servicing, In
700374850 Single Family Residence Primary Select Portfolio Servicing, In
700375603 Single Family Residence Primary Select Portfolio Servicing, In
700376684 2-4 Family Primary Select Portfolio Servicing, In
700376954 2-4 Family Primary Select Portfolio Servicing, In
700377268 2-4 Family Primary Select Portfolio Servicing, In
700377523 2-4 Family Primary Select Portfolio Servicing, In
700377544 Single Family Residence Primary Select Portfolio Servicing, In
700378087 Single Family Residence Primary Select Portfolio Servicing, In
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700378485 Single Family Residence Primary Select Portfolio Servicing, In
700378509 Single Family Residence Primary Select Portfolio Servicing, In
700379105 2-4 Family Primary Select Portfolio Servicing, In
700379190 2-4 Family Primary Select Portfolio Servicing, In
700379390 2-4 Family Primary Select Portfolio Servicing, In
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700379796 Condo Primary Select Portfolio Servicing, In
700379946 Condo Investment Select Portfolio Servicing, In
700380223 2-4 Family Primary Select Portfolio Servicing, In
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700381296 2-4 Family Primary Select Portfolio Servicing, In
700381522 PUD Primary Select Portfolio Servicing, In
700382045 Single Family Residence Primary Select Portfolio Servicing, In
700382200 Single Family Residence Primary Select Portfolio Servicing, In
700382404 Single Family Residence Primary Select Portfolio Servicing, In
700382576 Single Family Residence Primary Select Portfolio Servicing, In
700382616 Single Family Residence Primary Select Portfolio Servicing, In
700382765 PUD Primary Select Portfolio Servicing, In
700383200 PUD Primary Select Portfolio Servicing, In
700383211 2-4 Family Primary Select Portfolio Servicing, In
700383472 Condo Secondary Select Portfolio Servicing, In
700383489 2-4 Family Investment Select Portfolio Servicing, In
700383502 2-4 Family Primary Select Portfolio Servicing, In
700383893 2-4 Family Investment Select Portfolio Servicing, In
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700384101 PUD Primary Select Portfolio Servicing, In
700384298 Single Family Residence Primary Select Portfolio Servicing, In
700384750 Condo Investment Select Portfolio Servicing, In
700384803 Single Family Residence Primary Select Portfolio Servicing, In
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700385273 Single Family Residence Primary Select Portfolio Servicing, In
700385390 PUD Primary Select Portfolio Servicing, In
700385455 2-4 Family Primary Select Portfolio Servicing, In
700385462 Single Family Residence Primary Select Portfolio Servicing, In
700385725 Condo Secondary Select Portfolio Servicing, In
700385741 Single Family Residence Primary Select Portfolio Servicing, In
700385929 Single Family Residence Primary Select Portfolio Servicing, In
700385934 2-4 Family Primary Select Portfolio Servicing, In
700385937 Single Family Residence Primary Select Portfolio Servicing, In
700386120 Single Family Residence Primary Select Portfolio Servicing, In
700386175 PUD Primary Select Portfolio Servicing, In
700386350 2-4 Family Investment Select Portfolio Servicing, In
700386363 Condo Primary Select Portfolio Servicing, In
700386471 2-4 Family Primary Select Portfolio Servicing, In
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700386731 Single Family Residence Primary Select Portfolio Servicing, In
700386741 PUD Investment Select Portfolio Servicing, In
700386871 2-4 Family Primary Select Portfolio Servicing, In
700386887 Condo Investment Select Portfolio Servicing, In
700387012 2-4 Family Primary Select Portfolio Servicing, In
700387029 PUD Primary Select Portfolio Servicing, In
700387140 2-4 Family Investment Select Portfolio Servicing, In
700387288 Single Family Residence Primary Select Portfolio Servicing, In
700387384 2-4 Family Primary Select Portfolio Servicing, In
700387385 PUD Investment Select Portfolio Servicing, In
700387621 Single Family Residence Primary Select Portfolio Servicing, In
700387639 PUD Investment Select Portfolio Servicing, In
700387662 PUD Investment Select Portfolio Servicing, In
700387754 Condo Primary Select Portfolio Servicing, In
700387815 Single Family Residence Primary Select Portfolio Servicing, In
700388007 Single Family Residence Primary Select Portfolio Servicing, In
700388060 2-4 Family Primary Select Portfolio Servicing, In
700388083 2-4 Family Investment Select Portfolio Servicing, In
700388207 PUD Primary Select Portfolio Servicing, In
700388371 Single Family Residence Primary Select Portfolio Servicing, In
700388388 PUD Primary Select Portfolio Servicing, In
700388490 2-4 Family Investment Select Portfolio Servicing, In
700388694 Single Family Residence Primary Select Portfolio Servicing, In
700388696 PUD Investment Select Portfolio Servicing, In
700388801 Single Family Residence Primary Select Portfolio Servicing, In
700388867 2-4 Family Primary Select Portfolio Servicing, In
700388965 Single Family Residence Primary Select Portfolio Servicing, In
700389006 PUD Primary Select Portfolio Servicing, In
700389039 Single Family Residence Primary Select Portfolio Servicing, In
700389042 2-4 Family Primary Select Portfolio Servicing, In
700389137 Single Family Residence Primary Select Portfolio Servicing, In
700389290 Single Family Residence Primary Select Portfolio Servicing, In
700389316 Single Family Residence Primary Select Portfolio Servicing, In
700389320 Condo Primary Select Portfolio Servicing, In
700389346 Single Family Residence Primary Select Portfolio Servicing, In
700389682 Single Family Residence Primary Select Portfolio Servicing, In
700389834 2-4 Family Primary Select Portfolio Servicing, In
700389876 Single Family Residence Primary Select Portfolio Servicing, In
700389959 PUD Primary Select Portfolio Servicing, In
700389983 Single Family Residence Primary Select Portfolio Servicing, In
700390000 PUD Investment Select Portfolio Servicing, In
700390030 Condo Secondary Select Portfolio Servicing, In
700390087 Single Family Residence Primary Select Portfolio Servicing, In
700390101 Single Family Residence Primary Select Portfolio Servicing, In
700390194 Single Family Residence Primary Select Portfolio Servicing, In
700390288 Single Family Residence Primary Select Portfolio Servicing, In
700390464 Single Family Residence Primary Select Portfolio Servicing, In
700390508 Single Family Residence Investment Select Portfolio Servicing, In
700390512 2-4 Family Investment Select Portfolio Servicing, In
700390629 Single Family Residence Primary Select Portfolio Servicing, In
700390677 Single Family Residence Primary Select Portfolio Servicing, In
700390728 Single Family Residence Primary Select Portfolio Servicing, In
700391171 Single Family Residence Primary Select Portfolio Servicing, In
700391266 2-4 Family Investment Select Portfolio Servicing, In
700391295 Single Family Residence Primary Select Portfolio Servicing, In
700391346 Condo Primary Select Portfolio Servicing, In
700391406 Single Family Residence Primary Select Portfolio Servicing, In
700391433 Single Family Residence Investment Select Portfolio Servicing, In
700391435 Single Family Residence Primary Select Portfolio Servicing, In
700391512 Condo Primary Select Portfolio Servicing, In
700391523 Single Family Residence Investment Select Portfolio Servicing, In
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700391617 Single Family Residence Investment Select Portfolio Servicing, In
700391754 Single Family Residence Primary Select Portfolio Servicing, In
700391960 2-4 Family Investment Select Portfolio Servicing, In
700392015 Single Family Residence Primary Select Portfolio Servicing, In
700392076 PUD Primary Select Portfolio Servicing, In
700392136 Single Family Residence Primary Select Portfolio Servicing, In
700392165 Condo Primary Select Portfolio Servicing, In
700392174 Condo Primary Select Portfolio Servicing, In
700392381 Single Family Residence Investment Select Portfolio Servicing, In
700392592 PUD Primary Select Portfolio Servicing, In
700392629 PUD Primary Select Portfolio Servicing, In
700392640 Single Family Residence Primary Select Portfolio Servicing, In
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700392732 Single Family Residence Primary Select Portfolio Servicing, In
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700392777 Single Family Residence Primary Select Portfolio Servicing, In
700392890 2-4 Family Investment Select Portfolio Servicing, In
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700392990 Single Family Residence Primary Select Portfolio Servicing, In
700393016 Single Family Residence Primary Select Portfolio Servicing, In
700393088 Single Family Residence Primary Select Portfolio Servicing, In
700393107 2-4 Family Primary Select Portfolio Servicing, In
700393146 Single Family Residence Primary Select Portfolio Servicing, In
700393172 Single Family Residence Primary Select Portfolio Servicing, In
700393298 Single Family Residence Primary Select Portfolio Servicing, In
700393313 Condo Investment Select Portfolio Servicing, In
700393339 Single Family Residence Primary Select Portfolio Servicing, In
700393384 Single Family Residence Secondary Select Portfolio Servicing, In
700393529 Single Family Residence Primary Select Portfolio Servicing, In
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700393724 Condo Primary Select Portfolio Servicing, In
700394137 Single Family Residence Primary Select Portfolio Servicing, In
700394217 Single Family Residence Primary Select Portfolio Servicing, In
700394222 PUD Investment Select Portfolio Servicing, In
700394407 Single Family Residence Primary Select Portfolio Servicing, In
700394516 Single Family Residence Primary Select Portfolio Servicing, In
700394521 Single Family Residence Primary Select Portfolio Servicing, In
700394545 Single Family Residence Primary Select Portfolio Servicing, In
700394565 2-4 Family Investment Select Portfolio Servicing, In
700394628 Single Family Residence Primary Select Portfolio Servicing, In
700394710 PUD Primary Select Portfolio Servicing, In
700394738 Single Family Residence Primary Select Portfolio Servicing, In
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700395180 Condo Primary Select Portfolio Servicing, In
700395245 2-4 Family Primary Select Portfolio Servicing, In
700395421 Single Family Residence Primary Select Portfolio Servicing, In
700395494 2-4 Family Primary Select Portfolio Servicing, In
700395526 Single Family Residence Primary Select Portfolio Servicing, In
700395533 2-4 Family Primary Select Portfolio Servicing, In
700395746 Single Family Residence Primary Select Portfolio Servicing, In
700395763 PUD Primary Select Portfolio Servicing, In
700395780 2-4 Family Primary Select Portfolio Servicing, In
700395811 PUD Primary Select Portfolio Servicing, In
700395867 Single Family Residence Primary Select Portfolio Servicing, In
700395958 Single Family Residence Primary Select Portfolio Servicing, In
700395984 Single Family Residence Primary Select Portfolio Servicing, In
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700396082 PUD Primary Select Portfolio Servicing, In
700396131 2-4 Family Primary Select Portfolio Servicing, In
700396142 Single Family Residence Primary Select Portfolio Servicing, In
700396169 2-4 Family Primary Select Portfolio Servicing, In
700396189 Single Family Residence Primary Select Portfolio Servicing, In
700396208 Single Family Residence Primary Select Portfolio Servicing, In
700396270 PUD Primary Select Portfolio Servicing, In
700396303 Single Family Residence Primary Select Portfolio Servicing, In
700396441 PUD Investment Select Portfolio Servicing, In
700396750 PUD Secondary Select Portfolio Servicing, In
700396756 Single Family Residence Primary Select Portfolio Servicing, In
700396767 Single Family Residence Investment Select Portfolio Servicing, In
700396906 2-4 Family Primary Select Portfolio Servicing, In
700397067 Single Family Residence Primary Select Portfolio Servicing, In
700397097 2-4 Family Primary Select Portfolio Servicing, In
700397285 2-4 Family Primary Select Portfolio Servicing, In
700397360 2-4 Family Investment Select Portfolio Servicing, In
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700397485 PUD Primary Select Portfolio Servicing, In
700397566 2-4 Family Primary Select Portfolio Servicing, In
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700397745 Single Family Residence Primary Select Portfolio Servicing, In
700398256 PUD Primary Select Portfolio Servicing, In
700398652 2-4 Family Investment Select Portfolio Servicing, In
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700398846 2-4 Family Primary Select Portfolio Servicing, In
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700402182 PUD Primary Select Portfolio Servicing, In
700402265 Single Family Residence Primary Select Portfolio Servicing, In
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700402444 Single Family Residence Primary Select Portfolio Servicing, In
700402483 Single Family Residence Primary Select Portfolio Servicing, In
700402529 Single Family Residence Investment Select Portfolio Servicing, In
700402686 Single Family Residence Primary Select Portfolio Servicing, In
700402712 Single Family Residence Investment Select Portfolio Servicing, In
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700402786 Single Family Residence Primary Select Portfolio Servicing, In
700402991 Single Family Residence Primary Select Portfolio Servicing, In
700403083 Single Family Residence Primary Select Portfolio Servicing, In
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700403225 Single Family Residence Primary Select Portfolio Servicing, In
700403227 Single Family Residence Primary Select Portfolio Servicing, In
700403354 2-4 Family Investment Select Portfolio Servicing, In
700403413 Single Family Residence Primary Select Portfolio Servicing, In
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700403568 Single Family Residence Primary Select Portfolio Servicing, In
700403587 Single Family Residence Primary Select Portfolio Servicing, In
700403721 2-4 Family Investment Select Portfolio Servicing, In
700403752 Single Family Residence Secondary Select Portfolio Servicing, In
700403806 Single Family Residence Investment Select Portfolio Servicing, In
700403815 Single Family Residence Investment Select Portfolio Servicing, In
700403831 Single Family Residence Primary Select Portfolio Servicing, In
700403876 Single Family Residence Primary Select Portfolio Servicing, In
700404027 2-4 Family Investment Select Portfolio Servicing, In
700404102 PUD Primary Select Portfolio Servicing, In
700404318 PUD Primary Select Portfolio Servicing, In
700404352 Single Family Residence Primary Select Portfolio Servicing, In
700404607 Single Family Residence Investment Select Portfolio Servicing, In
700404641 Single Family Residence Primary Select Portfolio Servicing, In
700404756 Single Family Residence Primary Select Portfolio Servicing, In
700404807 2-4 Family Primary Select Portfolio Servicing, In
700404867 Single Family Residence Primary Select Portfolio Servicing, In
700404897 2-4 Family Investment Select Portfolio Servicing, In
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700405023 Condo Secondary Select Portfolio Servicing, In
700405033 Single Family Residence Primary Select Portfolio Servicing, In
700405038 Single Family Residence Primary Select Portfolio Servicing, In
700405065 2-4 Family Primary Select Portfolio Servicing, In
700405085 Condo Investment Select Portfolio Servicing, In
700405104 2-4 Family Primary Select Portfolio Servicing, In
700405122 Single Family Residence Investment Select Portfolio Servicing, In
700405247 Single Family Residence Primary Select Portfolio Servicing, In
700405293 Single Family Residence Primary Select Portfolio Servicing, In
700405347 Single Family Residence Primary Select Portfolio Servicing, In
700405348 Single Family Residence Primary Select Portfolio Servicing, In
700405360 2-4 Family Primary Select Portfolio Servicing, In
700405379 Condo Primary Select Portfolio Servicing, In
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700405514 Single Family Residence Primary Select Portfolio Servicing, In
700405760 PUD Primary Select Portfolio Servicing, In
700405829 2-4 Family Investment Select Portfolio Servicing, In
700405894 Single Family Residence Primary Select Portfolio Servicing, In
700405947 Condo Primary Select Portfolio Servicing, In
700406019 Single Family Residence Primary Select Portfolio Servicing, In
700406117 PUD Primary Select Portfolio Servicing, In
700406203 Single Family Residence Primary Select Portfolio Servicing, In
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700406248 PUD Investment Select Portfolio Servicing, In
700406296 Single Family Residence Primary Select Portfolio Servicing, In
700406348 PUD Primary Select Portfolio Servicing, In
700406445 Single Family Residence Primary Select Portfolio Servicing, In
700406490 Single Family Residence Primary Select Portfolio Servicing, In
700406504 Single Family Residence Primary Select Portfolio Servicing, In
700406525 Single Family Residence Primary Select Portfolio Servicing, In
700406543 2-4 Family Primary Select Portfolio Servicing, In
700406624 Single Family Residence Secondary Select Portfolio Servicing, In
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700406828 Single Family Residence Primary Select Portfolio Servicing, In
700406856 Single Family Residence Primary Select Portfolio Servicing, In
700407046 Single Family Residence Primary Select Portfolio Servicing, In
700407232 Single Family Residence Primary Select Portfolio Servicing, In
700407380 2-4 Family Investment Select Portfolio Servicing, In
700407416 PUD Investment Select Portfolio Servicing, In
700407453 Condo Primary Select Portfolio Servicing, In
700407664 PUD Primary Select Portfolio Servicing, In
700407679 Single Family Residence Primary Select Portfolio Servicing, In
700407943 2-4 Family Primary Select Portfolio Servicing, In
700408006 PUD Investment Select Portfolio Servicing, In
700408016 2-4 Family Primary Select Portfolio Servicing, In
700408050 Single Family Residence Primary Select Portfolio Servicing, In
700408177 Single Family Residence Primary Select Portfolio Servicing, In
700408189 Condo Primary Select Portfolio Servicing, In
700408211 Single Family Residence Primary Select Portfolio Servicing, In
700408269 Condo Primary Select Portfolio Servicing, In
700408287 Single Family Residence Primary Select Portfolio Servicing, In
700408399 2-4 Family Investment Select Portfolio Servicing, In
700408415 Condo Secondary Select Portfolio Servicing, In
700408473 Single Family Residence Primary Select Portfolio Servicing, In
700408509 Single Family Residence Primary Select Portfolio Servicing, In
700408606 PUD Primary Select Portfolio Servicing, In
700408620 Single Family Residence Primary Select Portfolio Servicing, In
700408643 Single Family Residence Investment Select Portfolio Servicing, In
700408722 Single Family Residence Primary Select Portfolio Servicing, In
700408735 2-4 Family Primary Select Portfolio Servicing, In
700408826 Single Family Residence Primary Select Portfolio Servicing, In
700408876 PUD Primary Select Portfolio Servicing, In
700408926 2-4 Family Primary Select Portfolio Servicing, In
700408960 2-4 Family Primary Select Portfolio Servicing, In
700409139 PUD Primary Select Portfolio Servicing, In
700409161 Single Family Residence Primary Select Portfolio Servicing, In
700409179 Single Family Residence Primary Select Portfolio Servicing, In
700409187 Single Family Residence Investment Select Portfolio Servicing, In
700409219 Single Family Residence Investment Select Portfolio Servicing, In
700409223 PUD Primary Select Portfolio Servicing, In
700409375 2-4 Family Primary Select Portfolio Servicing, In
700409392 2-4 Family Primary Select Portfolio Servicing, In
700409412 2-4 Family Primary Select Portfolio Servicing, In
700409492 PUD Investment Select Portfolio Servicing, In
700409532 PUD Primary Select Portfolio Servicing, In
700409555 2-4 Family Primary Select Portfolio Servicing, In
700409607 PUD Primary Select Portfolio Servicing, In
700409694 Single Family Residence Primary Select Portfolio Servicing, In
700409761 Single Family Residence Primary Select Portfolio Servicing, In
700409870 Single Family Residence Primary Select Portfolio Servicing, In
700409878 PUD Secondary Select Portfolio Servicing, In
700410021 Single Family Residence Primary Select Portfolio Servicing, In
700410056 2-4 Family Primary Select Portfolio Servicing, In
700410059 Single Family Residence Primary Select Portfolio Servicing, In
700410139 Single Family Residence Primary Select Portfolio Servicing, In
700410298 Single Family Residence Primary Select Portfolio Servicing, In
700410321 2-4 Family Primary Select Portfolio Servicing, In
700410366 Single Family Residence Primary Select Portfolio Servicing, In
700410436 PUD Primary Select Portfolio Servicing, In
700410446 Single Family Residence Primary Select Portfolio Servicing, In
700410472 Single Family Residence Primary Select Portfolio Servicing, In
700410481 2-4 Family Investment Select Portfolio Servicing, In
700410485 2-4 Family Investment Select Portfolio Servicing, In
700410519 Single Family Residence Primary Select Portfolio Servicing, In
700410578 PUD Primary Select Portfolio Servicing, In
700410661 Single Family Residence Primary Select Portfolio Servicing, In
700410668 Single Family Residence Investment Select Portfolio Servicing, In
700410698 Single Family Residence Secondary Select Portfolio Servicing, In
700410723 2-4 Family Primary Select Portfolio Servicing, In
700410773 Single Family Residence Primary Select Portfolio Servicing, In
700410860 Single Family Residence Primary Select Portfolio Servicing, In
700410867 Single Family Residence Primary Select Portfolio Servicing, In
700411014 Single Family Residence Primary Select Portfolio Servicing, In
700411409 PUD Primary Select Portfolio Servicing, In
700411422 2-4 Family Investment Select Portfolio Servicing, In
700411435 Single Family Residence Primary Select Portfolio Servicing, In
700411536 2-4 Family Primary Select Portfolio Servicing, In
700411689 PUD Primary Select Portfolio Servicing, In
700411727 Condo Primary Select Portfolio Servicing, In
700411796 Single Family Residence Primary Select Portfolio Servicing, In
700411801 PUD Primary Select Portfolio Servicing, In
700411809 Single Family Residence Primary Select Portfolio Servicing, In
700411841 2-4 Family Primary Select Portfolio Servicing, In
700411994 Condo Primary Select Portfolio Servicing, In
700412059 Single Family Residence Primary Select Portfolio Servicing, In
700412125 2-4 Family Primary Select Portfolio Servicing, In
700412206 2-4 Family Primary Select Portfolio Servicing, In
700412272 Single Family Residence Primary Select Portfolio Servicing, In
700412276 2-4 Family Primary Select Portfolio Servicing, In
700412296 Single Family Residence Primary Select Portfolio Servicing, In
700412367 Single Family Residence Investment Select Portfolio Servicing, In
700412391 Condo Primary Select Portfolio Servicing, In
700412404 Single Family Residence Primary Select Portfolio Servicing, In
700412426 PUD Investment Select Portfolio Servicing, In
700412431 Single Family Residence Investment Select Portfolio Servicing, In
700412438 Single Family Residence Primary Select Portfolio Servicing, In
700412549 Single Family Residence Primary Select Portfolio Servicing, In
700412600 Single Family Residence Investment Select Portfolio Servicing, In
700412653 Single Family Residence Primary Select Portfolio Servicing, In
700412689 Single Family Residence Primary Select Portfolio Servicing, In
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700412922 Condo Primary Select Portfolio Servicing, In
700413052 PUD Primary Select Portfolio Servicing, In
700413073 PUD Investment Select Portfolio Servicing, In
700413150 PUD Primary Select Portfolio Servicing, In
700413156 Single Family Residence Primary Select Portfolio Servicing, In
700413174 2-4 Family Investment Select Portfolio Servicing, In
700413271 Single Family Residence Primary Select Portfolio Servicing, In
700413395 PUD Primary Select Portfolio Servicing, In
700413400 Single Family Residence Primary Select Portfolio Servicing, In
700413467 PUD Primary Select Portfolio Servicing, In
700413518 Single Family Residence Primary Select Portfolio Servicing, In
700413568 PUD Primary Select Portfolio Servicing, In
700413590 Condo Primary Select Portfolio Servicing, In
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700413662 Condo Primary Select Portfolio Servicing, In
700413707 PUD Investment Select Portfolio Servicing, In
700413708 Single Family Residence Primary Select Portfolio Servicing, In
700413727 2-4 Family Investment Select Portfolio Servicing, In
700413793 Single Family Residence Primary Select Portfolio Servicing, In
700413833 Single Family Residence Primary Select Portfolio Servicing, In
700413880 PUD Primary Select Portfolio Servicing, In
700413927 Condo Primary Select Portfolio Servicing, In
700414021 Single Family Residence Primary Select Portfolio Servicing, In
700414064 Single Family Residence Primary Select Portfolio Servicing, In
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700414448 Single Family Residence Primary Select Portfolio Servicing, In
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700414621 Single Family Residence Primary Select Portfolio Servicing, In
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700414654 2-4 Family Primary Select Portfolio Servicing, In
700414741 2-4 Family Investment Select Portfolio Servicing, In
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700414824 PUD Primary Select Portfolio Servicing, In
700414858 Single Family Residence Primary Select Portfolio Servicing, In
700414901 2-4 Family Primary Select Portfolio Servicing, In
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700414910 Single Family Residence Secondary Select Portfolio Servicing, In
700414929 Single Family Residence Primary Select Portfolio Servicing, In
700414972 Single Family Residence Primary Select Portfolio Servicing, In
700415102 PUD Primary Select Portfolio Servicing, In
700415162 Single Family Residence Primary Select Portfolio Servicing, In
700415348 Single Family Residence Primary Select Portfolio Servicing, In
700415353 PUD Primary Select Portfolio Servicing, In
700415419 Single Family Residence Primary Select Portfolio Servicing, In
700415434 Single Family Residence Primary Select Portfolio Servicing, In
700415456 PUD Primary Select Portfolio Servicing, In
700415469 2-4 Family Primary Select Portfolio Servicing, In
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700415602 Single Family Residence Investment Select Portfolio Servicing, In
700415631 Single Family Residence Primary Select Portfolio Servicing, In
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700415725 2-4 Family Investment Select Portfolio Servicing, In
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700415758 Single Family Residence Primary Select Portfolio Servicing, In
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700416273 PUD Primary Select Portfolio Servicing, In
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700416536 Condo Primary Select Portfolio Servicing, In
700416541 Single Family Residence Investment Select Portfolio Servicing, In
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700417118 Single Family Residence Primary Select Portfolio Servicing, In
700417153 Co-op Primary Select Portfolio Servicing, In
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700419240 2-4 Family Primary Select Portfolio Servicing, In
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700419368 PUD Investment Select Portfolio Servicing, In
700419390 Single Family Residence Primary Select Portfolio Servicing, In
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700419449 Single Family Residence Primary Select Portfolio Servicing, In
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700419607 Single Family Residence Primary Select Portfolio Servicing, In
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700419706 PUD Primary Select Portfolio Servicing, In
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700420763 2-4 Family Primary Select Portfolio Servicing, In
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700421051 Single Family Residence Investment Select Portfolio Servicing, In
700421218 2-4 Family Primary Select Portfolio Servicing, In
700421243 PUD Primary Select Portfolio Servicing, In
700421296 Single Family Residence Primary Select Portfolio Servicing, In
700421343 2-4 Family Primary Select Portfolio Servicing, In
700421365 Single Family Residence Primary Select Portfolio Servicing, In
700421394 Single Family Residence Primary Select Portfolio Servicing, In
700421428 Single Family Residence Primary Select Portfolio Servicing, In
700421429 2-4 Family Investment Select Portfolio Servicing, In
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700421831 Single Family Residence Primary Select Portfolio Servicing, In
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700421961 Single Family Residence Primary Select Portfolio Servicing, In
700422011 PUD Primary Select Portfolio Servicing, In
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700422503 2-4 Family Primary Select Portfolio Servicing, In
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700422693 Single Family Residence Primary Select Portfolio Servicing, In
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700423215 Single Family Residence Investment Select Portfolio Servicing, In
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700423345 Single Family Residence Primary Select Portfolio Servicing, In
700423416 2-4 Family Investment Select Portfolio Servicing, In
700423420 2-4 Family Investment Select Portfolio Servicing, In
700423445 Single Family Residence Primary Select Portfolio Servicing, In
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700423740 2-4 Family Investment Select Portfolio Servicing, In
700423758 2-4 Family Investment Select Portfolio Servicing, In
700423836 2-4 Family Primary Select Portfolio Servicing, In
700423995 Single Family Residence Investment Select Portfolio Servicing, In
700424008 Single Family Residence Primary Select Portfolio Servicing, In
700424042 Single Family Residence Investment Select Portfolio Servicing, In
700424044 Single Family Residence Primary Select Portfolio Servicing, In
700424165 2-4 Family Primary Select Portfolio Servicing, In
700424174 Single Family Residence Primary Select Portfolio Servicing, In
700424199 PUD Primary Select Portfolio Servicing, In
700424204 2-4 Family Primary Select Portfolio Servicing, In
700424217 2-4 Family Primary Select Portfolio Servicing, In
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700424448 PUD Primary Select Portfolio Servicing, In
700424462 Single Family Residence Investment Select Portfolio Servicing, In
700424489 2-4 Family Investment Select Portfolio Servicing, In
700424530 Condo Primary Select Portfolio Servicing, In
700424757 PUD Investment Select Portfolio Servicing, In
700424814 2-4 Family Primary Select Portfolio Servicing, In
700424847 Single Family Residence Primary Select Portfolio Servicing, In
700424964 Single Family Residence Primary Select Portfolio Servicing, In
700424968 2-4 Family Primary Select Portfolio Servicing, In
700425183 Single Family Residence Primary Select Portfolio Servicing, In
700425202 PUD Investment Select Portfolio Servicing, In
700425211 PUD Primary Select Portfolio Servicing, In
700425212 PUD Investment Select Portfolio Servicing, In
700425228 2-4 Family Primary Select Portfolio Servicing, In
700425259 PUD Primary Select Portfolio Servicing, In
700425398 Single Family Residence Primary Select Portfolio Servicing, In
700425442 Single Family Residence Primary Select Portfolio Servicing, In
700425444 Single Family Residence Primary Select Portfolio Servicing, In
700425556 PUD Primary Select Portfolio Servicing, In
700425578 2-4 Family Primary Select Portfolio Servicing, In
700425730 PUD Primary Select Portfolio Servicing, In
700425758 PUD Primary Select Portfolio Servicing, In
700425834 Single Family Residence Primary Select Portfolio Servicing, In
700425853 Condo Primary Select Portfolio Servicing, In
700425959 Single Family Residence Primary Select Portfolio Servicing, In
700426038 Single Family Residence Primary Select Portfolio Servicing, In
700426061 PUD Primary Select Portfolio Servicing, In
700426169 Single Family Residence Primary Select Portfolio Servicing, In
700426180 Single Family Residence Primary Select Portfolio Servicing, In
700426181 2-4 Family Primary Select Portfolio Servicing, In
700426227 PUD Primary Select Portfolio Servicing, In
700426316 2-4 Family Investment Select Portfolio Servicing, In
700426326 Single Family Residence Primary Select Portfolio Servicing, In
700426462 PUD Primary Select Portfolio Servicing, In
700426583 Single Family Residence Investment Select Portfolio Servicing, In
700426618 2-4 Family Primary Select Portfolio Servicing, In
700426725 Single Family Residence Primary Select Portfolio Servicing, In
700426803 2-4 Family Investment Select Portfolio Servicing, In
700426860 Single Family Residence Primary Select Portfolio Servicing, In
700427003 PUD Primary Select Portfolio Servicing, In
700427083 2-4 Family Primary Select Portfolio Servicing, In
700427103 2-4 Family Primary Select Portfolio Servicing, In
700427213 PUD Secondary Select Portfolio Servicing, In
700427337 PUD Primary Select Portfolio Servicing, In
700427364 Single Family Residence Primary Select Portfolio Servicing, In
700427453 Single Family Residence Investment Select Portfolio Servicing, In
700427493 Single Family Residence Primary Select Portfolio Servicing, In
700427540 Single Family Residence Primary Select Portfolio Servicing, In
700427583 Single Family Residence Primary Select Portfolio Servicing, In
700427617 Single Family Residence Primary Select Portfolio Servicing, In
700427791 Single Family Residence Primary Select Portfolio Servicing, In
700427857 2-4 Family Primary Select Portfolio Servicing, In
700427886 Single Family Residence Primary Select Portfolio Servicing, In
700427901 Single Family Residence Primary Select Portfolio Servicing, In
700427934 PUD Primary Select Portfolio Servicing, In
700427951 Single Family Residence Primary Select Portfolio Servicing, In
700427998 PUD Primary Select Portfolio Servicing, In
700428001 PUD Investment Select Portfolio Servicing, In
700428110 2-4 Family Primary Select Portfolio Servicing, In
700428147 2-4 Family Investment Select Portfolio Servicing, In
700428162 2-4 Family Primary Select Portfolio Servicing, In
700428425 Single Family Residence Primary Select Portfolio Servicing, In
700428483 Single Family Residence Primary Select Portfolio Servicing, In
700428544 Single Family Residence Primary Select Portfolio Servicing, In
700428579 2-4 Family Primary Select Portfolio Servicing, In
700428721 Condo Primary Select Portfolio Servicing, In
700428795 PUD Primary Select Portfolio Servicing, In
700428800 PUD Primary Select Portfolio Servicing, In
700428815 Single Family Residence Primary Select Portfolio Servicing, In
700428877 Single Family Residence Primary Select Portfolio Servicing, In
700428897 PUD Primary Select Portfolio Servicing, In
700428951 PUD Primary Select Portfolio Servicing, In
700429032 PUD Secondary Select Portfolio Servicing, In
700429107 Single Family Residence Primary Select Portfolio Servicing, In
700429318 2-4 Family Primary Select Portfolio Servicing, In
700429399 2-4 Family Primary Select Portfolio Servicing, In
700429410 Single Family Residence Investment Select Portfolio Servicing, In
700429515 Single Family Residence Investment Select Portfolio Servicing, In
700429608 PUD Primary Select Portfolio Servicing, In
700429657 PUD Primary Select Portfolio Servicing, In
700429661 Single Family Residence Primary Select Portfolio Servicing, In
700429850 Single Family Residence Primary Select Portfolio Servicing, In
700429899 Condo Primary Select Portfolio Servicing, In
700429956 Condo Primary Select Portfolio Servicing, In
700429970 Single Family Residence Primary Select Portfolio Servicing, In
700430110 Single Family Residence Primary Select Portfolio Servicing, In
700430181 PUD Primary Select Portfolio Servicing, In
700430223 Single Family Residence Primary Select Portfolio Servicing, In
700430407 Single Family Residence Primary Select Portfolio Servicing, In
700430456 2-4 Family Investment Select Portfolio Servicing, In
700430477 Single Family Residence Primary Select Portfolio Servicing, In
700430525 PUD Investment Select Portfolio Servicing, In
700430559 2-4 Family Primary Select Portfolio Servicing, In
700430606 Single Family Residence Primary Select Portfolio Servicing, In
700430614 Single Family Residence Primary Select Portfolio Servicing, In
700430683 2-4 Family Primary Select Portfolio Servicing, In
700430738 Single Family Residence Investment Select Portfolio Servicing, In
700430837 2-4 Family Primary Select Portfolio Servicing, In
700430841 PUD Primary Select Portfolio Servicing, In
700430906 2-4 Family Investment Select Portfolio Servicing, In
700430915 Single Family Residence Primary Select Portfolio Servicing, In
700431129 Single Family Residence Primary Select Portfolio Servicing, In
700431216 Single Family Residence Primary Select Portfolio Servicing, In
700431252 2-4 Family Primary Select Portfolio Servicing, In
700431309 PUD Primary Select Portfolio Servicing, In
700431400 2-4 Family Primary Select Portfolio Servicing, In
700431716 2-4 Family Primary Select Portfolio Servicing, In
700431754 Single Family Residence Primary Select Portfolio Servicing, In
700431888 Single Family Residence Primary Select Portfolio Servicing, In
700431914 Condo Primary Select Portfolio Servicing, In
700432029 Single Family Residence Primary Select Portfolio Servicing, In
700432093 Single Family Residence Primary Select Portfolio Servicing, In
700432358 2-4 Family Primary Select Portfolio Servicing, In
700432436 Single Family Residence Investment Select Portfolio Servicing, In
700432618 Single Family Residence Primary Select Portfolio Servicing, In
700432796 Condo Primary Select Portfolio Servicing, In
700432834 2-4 Family Investment Select Portfolio Servicing, In
700432937 2-4 Family Primary Select Portfolio Servicing, In
700433131 Condo Primary Select Portfolio Servicing, In
700433178 Single Family Residence Investment Select Portfolio Servicing, In
700433191 Single Family Residence Primary Select Portfolio Servicing, In
700433223 Single Family Residence Investment Select Portfolio Servicing, In
700433229 Single Family Residence Primary Select Portfolio Servicing, In
700433329 PUD Primary Select Portfolio Servicing, In
700433351 2-4 Family Primary Select Portfolio Servicing, In
700433390 Condo Investment Select Portfolio Servicing, In
700433432 Condo Primary Select Portfolio Servicing, In
700433466 Single Family Residence Primary Select Portfolio Servicing, In
700433514 Single Family Residence Primary Select Portfolio Servicing, In
700433567 2-4 Family Primary Select Portfolio Servicing, In
700433579 PUD Primary Select Portfolio Servicing, In
700433742 Condo Primary Select Portfolio Servicing, In
700433769 Condo Primary Select Portfolio Servicing, In
700434618 2-4 Family Primary Select Portfolio Servicing, In
700434808 PUD Primary Select Portfolio Servicing, In
700434881 Single Family Residence Primary Select Portfolio Servicing, In
700434956 Single Family Residence Primary Select Portfolio Servicing, In
700435028 2-4 Family Primary Select Portfolio Servicing, In
700435080 Single Family Residence Secondary Select Portfolio Servicing, In
700435197 Single Family Residence Primary Select Portfolio Servicing, In
700435202 Single Family Residence Primary Select Portfolio Servicing, In
700435226 Single Family Residence Primary Select Portfolio Servicing, In
700435359 Single Family Residence Primary Select Portfolio Servicing, In
700435495 PUD Primary Select Portfolio Servicing, In
700435826 PUD Investment Select Portfolio Servicing, In
700436412 2-4 Family Primary Select Portfolio Servicing, In
700436922 2-4 Family Primary Select Portfolio Servicing, In
700437064 Single Family Residence Primary Select Portfolio Servicing, In
700437144 PUD Primary Select Portfolio Servicing, In
700437164 2-4 Family Primary Select Portfolio Servicing, In
700437893 Single Family Residence Primary Select Portfolio Servicing, In
700438145 2-4 Family Primary Select Portfolio Servicing, In
700438240 Single Family Residence Primary Select Portfolio Servicing, In
700439222 Single Family Residence Primary Select Portfolio Servicing, In
700439347 Single Family Residence Primary Select Portfolio Servicing, In
700439553 Condo Investment Select Portfolio Servicing, In
700439656 PUD Primary Select Portfolio Servicing, In
700440158 Single Family Residence Primary Select Portfolio Servicing, In
700440735 PUD Primary Select Portfolio Servicing, In
700440907 Single Family Residence Primary Select Portfolio Servicing, In
700440908 2-4 Family Primary Select Portfolio Servicing, In
700441427 Single Family Residence Primary Select Portfolio Servicing, In
700442709 Single Family Residence Primary Select Portfolio Servicing, In
700442784 PUD Primary Select Portfolio Servicing, In
700443456 Single Family Residence Primary Select Portfolio Servicing, In
700443633 Single Family Residence Primary Select Portfolio Servicing, In
700445641 2-4 Family Investment Select Portfolio Servicing, In
LOAN_NO DEAL_ORIG_TERM DEAL_LTV DEAL_COMB_LTV DTI_RATIO BORR_FICO CURR_RATE
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700428897 180 20 100 42.08 732 9.75
700428951 360 10 90 0 678 10.75
700429032 180 9.98 84.84 0 695 12.375
700429107 180 51.05 88.11 35.68 697 7.875
700429318 180 20 100 41.45 624 14.25
700429399 360 20 100 35.71 705 12.375
700429410 180 15 95 49.84 651 14.25
700429515 360 15 90 38.83 687 12.5
700429608 180 20 100 43.7 654 12.625
700429657 180 9.97 89.97 44.53 661 11.25
700429661 180 15 95 0 766 12.75
700429850 180 20 100 31.66 656 13.875
700429899 180 20 100 44.78 654 14.25
700429956 180 20 100 0 675 14.25
700429970 180 20 100 43.54 635 14.25
700430110 180 10 90 44.04 646 9.125
700430181 180 20 100 41.01 739 10.25
700430223 360 20 100 31.58 758 9
700430407 180 20 100 0 716 11.875
700430456 180 15 95 41.48 705 14.25
700430477 360 20 100 42.34 688 11.25
700430525 180 10 90 0 743 13.75
700430559 360 20 100 42.45 706 10.875
700430606 180 20 100 41.72 716 11.125
700430614 180 20 100 43.5 673 14.25
700430683 180 20 100 0 682 12.625
700430738 180 20 95 43.5 651 14.25
700430837 180 20 100 37.97 696 13.5
700430841 180 15 95 42 637 12.75
700430906 180 15 95 49.95 704 14.25
700430915 180 20 100 41.63 666 11.875
700431129 180 15 95 41.04 622 12.75
700431216 180 20 100 0 687 12.625
700431252 180 10 90 0 670 13.125
700431309 180 20 100 38.14 650 14.25
700431400 180 20 100 0 699 13.25
700431716 180 20 100 0 743 13.25
700431754 180 20 100 38.01 648 13.625
700431888 360 27.86 84.41 39.89 662 11.25
700431914 360 20 100 43.6 791 9.75
700432029 180 20 100 41.76 680 11.125
700432093 180 20 100 0 666 14
700432358 180 20 100 34.8 748 9.875
700432436 180 14.97 94.97 37.58 673 11.875
700432618 360 25 95 44.5 660 13
700432796 360 20 100 42.94 634 12.875
700432834 180 20 90 0 674 14.125
700432937 180 20 100 35.55 703 11.875
700433131 360 20 95 34.3 629 10.375
700433178 180 15 95 0 673 14.25
700433191 360 8.93 70.7 45.95 659 10.5
700433223 180 15 95 0 673 14.25
700433229 180 10.81 52.22 44.54 712 8.5
700433329 180 20 100 43.78 689 11.125
700433351 180 13.68 79.32 0 641 10.5
700433390 180 15 90 16.86 655 12.5
700433432 180 20 100 42.97 694 8.875
700433466 360 20 100 48.24 665 12.5
700433514 180 15 95 37.62 654 12.125
700433567 360 10 90 18.66 715 10.125
700433579 180 20 100 0 693 12.75
700433742 180 20 100 47.44 623 12.875
700433769 180 20 100 36.88 676 14.25
700434618 180 20 100 44.06 641 13.25
700434808 360 20 100 42.34 722 10.375
700434881 180 20 100 0 748 13.875
700434956 180 10 100 33.4 685 12.25
700435028 180 20 100 34.03 705 12.25
700435080 180 15 95 42.12 706 12.25
700435197 360 10 90 42.38 711 9.25
700435202 180 9.96 89.96 42.83 696 9.375
700435226 360 10.77 98.33 37.28 660 9.625
700435359 180 20 100 42.29 638 14.25
700435495 180 20 100 34.55 670 12.625
700435826 180 10 90 0 692 13.625
700436412 180 20 100 0 710 13.625
700436922 360 20 100 0 733 12.875
700437064 180 15 95 49.28 681 11.75
700437144 360 10 90 25.38 627 11.625
700437164 180 15 95 45 664 10.75
700437893 180 20 100 49.77 667 14.25
700438145 180 15 95 0 671 12.125
700438240 180 20 98.83 36.46 703 10.5
700439222 360 20 100 0 688 13
700439347 180 20 100 42.58 686 10.625
700439553 180 14.97 94.97 32.46 733 12.625
700439656 180 20 100 36.77 701 11
700440158 180 20 100 47.92 716 12.5
700440735 180 20 100 0 745 14.25
700440907 180 16.51 83.11 32.83 622 9.75
700440908 180 20 100 36.08 728 10.75
700441427 180 15 95 38.53 648 11.125
700442709 180 20 100 46.77 665 13.875
700442784 180 20 100 0 756 14.25
700443456 180 20 100 37.85 631 13.5
700443633 180 20 100 42.87 654 14.125
700445641 180 15 95 33.25 642 14.25
11.13838652
LOAN_NO MATURITY_DATE CURR_PI_PAYMENT ORIG_BALANCE SCHED_BALANCE
-----------------------------------------------------------------------------------------------------------------------------------------
500356453 4/1/2020 1,016.83 127,800.00 126,261.99
500761165 6/1/2021 377.92 36,400.00 36,337.70
500763132 6/1/2021 198.26 23,325.00 23,256.60
500767705 7/1/2021 476.16 50,000.00 49,909.21
500771148 7/1/2021 161.82 16,500.00 16,472.41
500771558 7/1/2026 487.66 41,000.00 40,821.34
500771548 7/1/2026 487.66 41,000.00 40,821.34
500771542 7/1/2026 487.67 41,000.00 40,821.29
500780979 7/1/2021 871.66 102,550.00 102,246.40
500783976 8/1/2021 112.58 10,000.00 9,991.20
500783999 8/1/2021 112.58 10,000.00 9,876.13
500784014 8/1/2021 112.58 10,000.00 9,991.20
500785434 7/1/2021 460.37 54,750.00 54,593.85
500785780 7/1/2021 385.69 40,500.00 40,426.46
500791939 8/1/2021 998.34 94,400.00 94,296.07
500792328 7/1/2021 486.28 56,000.00 55,870.23
500792522 8/1/2036 347.31 47,900.00 47,766.83
500792469 8/1/2021 743.81 65,500.00 65,444.04
500792709 9/1/2036 386.62 45,000.00 44,936.50
500793545 8/1/2036 792.01 83,998.00 83,873.20
500787683 8/1/2036 427.36 44,000.00 43,938.43
500793699 8/1/2021 392.95 43,400.00 43,328.20
500793990 8/1/2036 494.94 46,800.00 46,749.97
500794668 7/19/2026 335.76 32,000.00 31,854.93
500794775 6/1/2021 2,037.55 187,500.00 187,220.51
500794869 7/1/2021 838.53 97,600.00 97,368.61
500796635 8/1/2036 907.86 104,550.00 104,263.21
500797342 7/1/2021 109.11 10,608.00 10,592.55
500794580 8/1/2021 376.77 49,000.00 48,879.98
500797762 8/1/2021 437.07 45,000.00 44,938.36
500797483 7/1/2036 345.57 31,800.00 31,760.70
500798434 6/1/2021 1,304.32 128,000.00 127,768.42
500798500 7/1/2021 121.13 10,950.00 10,783.74
500792147 8/1/2021 640.35 60,000.00 59,937.64
500799473 8/1/2021 194.06 19,980.00 19,952.63
500800143 7/1/2021 144.53 15,800.00 15,768.00
500800135 7/1/2021 144.53 15,800.00 15,768.05
500800124 7/1/2021 144.53 15,800.00 15,768.05
500800177 7/1/2021 144.53 15,800.00 15,768.05
500800212 7/1/2021 220.37 25,650.00 25,589.20
500800737 8/1/2021 133.48 12,600.00 12,338.90
500800855 8/1/2036 301.39 27,735.00 27,707.17
500801223 9/1/2021 393.57 33,780.00 33,760.25
500801516 7/1/2021 199.97 20,000.00 19,968.30
500801519 8/1/2021 798.14 90,000.00 89,842.98
500801618 7/1/2021 305.95 32,775.00 32,712.18
500803068 9/1/2036 522.75 56,000.00 55,936.19
500803192 8/1/2021 447.6 47,950.00 47,876.82
500803202 8/1/2021 445.65 53,000.00 52,894.46
500803355 8/1/2036 676.15 71,000.00 70,897.33
500804142 8/1/2021 713.64 74,200.00 74,095.22
500804255 8/1/2021 225.34 25,950.00 25,902.24
500804347 7/1/2021 408.86 46,590.00 46,485.22
500804983 7/31/2021 597.9 59,800.00 59,724.56
500805320 7/21/2021 343.66 40,000.00 39,754.05
500805520 8/1/2021 1,165.51 120,000.00 119,835.67
500805543 7/1/2021 170.58 14,160.00 14,147.55
500805647 8/1/2021 800.43 84,050.00 83,928.46
500806144 8/1/2036 796.14 83,600.00 83,479.12
500806147 8/1/2021 640.98 67,980.00 67,879.00
500806183 8/1/2021 276.6 30,550.00 30,499.46
500806213 8/1/2036 399.06 42,750.00 42,684.76
500806040 8/1/2036 399.07 45,000.00 44,921.48
500806202 7/1/2021 469.83 39,000.00 38,965.67
500806364 8/1/2021 770.12 82,500.00 82,374.08
500806367 9/1/2036 1,681.71 200,000.00 199,702.23
500806567 8/1/2021 447.35 40,800.00 40,760.98
500806594 8/1/2021 310.3 39,000.00 38,911.58
500806839 8/1/2021 1,113.36 138,370.00 138,026.77
500806743 8/1/2036 228.21 21,000.00 20,979.34
500806933 7/1/2021 912.33 95,800.00 95,626.03
500807462 8/1/2021 316.76 29,680.00 29,649.16
500807495 9/1/2021 1,623.20 199,500.00 199,179.06
500807533 9/1/2021 938.12 87,900.00 87,831.81
500807585 7/1/2021 952.32 100,000.00 99,818.44
500807587 7/1/2021 532.05 70,000.00 69,779.39
500807895 8/1/2021 725.75 82,700.00 82,551.81
500807900 8/1/2021 390.76 45,000.00 44,916.94
500807903 8/1/2021 861 100,800.00 100,800.00
500808000 8/1/2036 337.69 40,600.00 40,517.03
500808013 8/1/2021 359.35 35,600.00 35,556.29
500808072 8/1/2036 129.6 13,214.00 13,196.39
500808077 8/1/2021 154.98 15,650.00 15,629.70
500808139 8/1/2021 120.82 12,200.00 12,184.16
500808800 8/1/2021 615.82 73,237.00 73,091.17
500808128 8/1/2021 154.98 15,650.00 15,629.70
500809023 9/1/2021 435.97 45,780.00 45,730.59
500796652 8/1/2021 475.34 53,600.00 53,504.46
500809166 9/1/2036 496.71 56,600.00 56,524.25
500809387 8/1/2021 800.43 74,999.00 74,609.15
500809405 8/1/2021 1,009.87 105,000.00 104,852.23
500809427 8/1/2036 644.47 81,000.00 80,816.35
500794432 7/1/2021 588.22 76,500.00 76,264.97
500810345 8/1/2021 326.59 33,300.00 33,084.04
500810379 9/1/2036 232.13 21,750.00 21,733.12
500809579 8/1/2021 1,465.22 155,397.00 155,166.15
500811401 8/1/2036 365.11 33,300.00 33,268.18
500810740 8/1/2036 906.34 125,000.00 124,652.49
500811568 8/1/2021 410.68 47,800.00 47,709.69
500811806 7/1/2021 213.11 18,750.00 18,540.00
500812485 8/1/2021 988.87 90,998.00 90,908.51
500812533 7/1/2021 888.5 82,500.00 82,395.15
500812707 8/1/2021 806.54 66,950.00 66,903.14
500812710 8/1/2021 570.42 65,000.00 64,883.55
500812714 8/1/2021 870.83 110,000.00 110,000.00
500812715 8/1/2021 1,223.87 142,450.00 142,180.89
500812716 8/1/2021 595 68,000.00 68,000.00
500812720 8/1/2021 987.21 120,000.00 119,748.26
500812742 8/1/2021 635.39 83,600.00 83,557.89
500812839 9/1/2036 257.91 36,000.00 35,923.19
500812992 9/1/2021 240.74 23,850.00 23,828.16
500802412 8/1/2021 240.18 29,850.00 29,542.06
500813179 8/1/2021 502.99 48,000.00 47,947.24
500813186 8/1/2021 156.26 15,480.00 15,460.99
500813200 8/1/2021 926.49 84,500.00 84,419.21
500813431 8/1/2021 1,970.42 189,784.00 189,569.54
500777840 8/1/2021 160.39 17,010.00 16,984.71
500772684 6/1/2021 491.71 61,800.00 61,579.76
500813496 8/1/2021 420.11 48,898.00 48,805.63
500813652 8/1/2021 340.86 33,450.00 33,410.04
500740344 8/1/2021 486.58 54,300.00 54,207.71
500813690 7/19/2021 676.91 74,000.00 73,880.80
500813822 9/1/2021 683.83 74,000.00 73,913.37
500813885 8/1/2021 366.76 33,750.00 33,716.81
500813898 9/1/2021 342.36 35,950.00 35,911.19
500814038 9/1/2021 624.64 58,000.00 57,855.20
500814063 9/1/2021 468.24 54,500.00 54,420.80
500814062 9/1/2021 247.03 29,700.00 29,654.65
500814071 8/1/2021 572.39 57,800.00 57,725.04
500814124 8/1/2021 803.74 76,700.00 76,615.68
500814175 8/1/2021 634.78 66,000.00 65,907.09
500814382 8/1/2021 754.16 86,850.00 86,690.21
500814383 9/1/2036 526.29 48,000.00 47,965.77
500814430 9/1/2021 218.37 28,400.00 27,350.99
500814573 8/1/2021 845.06 101,600.00 101,306.04
500814574 8/1/2026 539.3 64,000.00 63,917.07
500814575 8/1/2021 425 51,000.00 51,000.00
500814578 8/1/2021 388.89 50,000.00 49,880.65
500814579 8/1/2021 438.19 48,900.00 48,780.99
500814718 9/1/2036 241.02 23,000.00 22,981.12
500814771 8/1/2036 697.67 79,500.00 79,357.55
500814806 8/1/2021 152.14 14,000.00 13,986.22
500814762 8/1/2036 697.74 74,000.00 73,890.06
500814868 8/1/2021 839.13 102,000.00 101,786.02
500814883 8/1/2021 356.75 39,000.00 38,936.41
500814872 8/1/2036 353.42 40,700.00 40,625.11
500814808 8/1/2021 253.95 25,399.00 25,366.95
500814224 8/1/2021 526.29 48,000.00 47,954.11
500814946 8/1/2021 496.1 59,000.00 58,882.54
500815299 8/1/2021 673.25 70,000.00 69,901.48
500815377 8/1/2021 110.03 10,500.00 10,488.46
500815323 9/1/2021 593.61 49,275.00 49,240.44
500815395 9/1/2021 593.61 49,275.00 49,242.82
500815433 9/1/2036 353.42 40,700.00 40,644.06
500809240 8/1/2021 289.98 32,360.00 32,305.02
500815484 8/1/2021 745.92 93,750.00 93,537.41
500815444 2/1/2021 1,139.39 103,000.00 102,746.22
500815747 8/1/2036 152.85 15,000.00 14,982.09
500815824 8/1/2021 489.29 44,625.00 44,582.32
500815857 8/1/2021 626.36 63,250.00 63,167.98
500815863 8/1/2021 197.56 22,995.00 22,951.56
500815905 8/1/2021 245.29 21,980.00 21,956.06
500815938 8/1/2021 521.01 60,000.00 59,879.35
500815956 9/1/2036 307.81 33,650.00 33,609.53
500815984 8/1/2021 666.94 65,450.00 65,371.81
500813699 8/1/2021 186.67 22,200.00 22,002.61
500816230 8/1/2021 912.99 95,870.00 95,731.39
500816243 8/1/2021 219.53 19,500.00 19,482.85
500816247 8/1/2021 1,081.19 117,000.00 116,107.90
500816258 8/1/2021 248.67 21,000.00 20,825.28
500816282 8/1/2026 219.22 19,000.00 18,929.51
500816389 8/1/2021 420.07 45,000.00 44,931.30
500816397 9/1/2021 232.01 26,162.00 26,127.91
500816459 9/1/2021 706.59 70,000.00 69,935.86
500816188 8/1/2036 663 67,600.00 67,509.89
500816578 9/1/2021 214.79 25,000.00 24,964.72
500816602 9/1/2021 207.92 24,200.00 24,120.98
500816606 8/1/2036 598.18 82,500.00 82,270.66
500816177 8/1/2036 633.89 73,000.00 72,865.71
500816723 8/1/2021 306.92 31,600.00 31,556.72
500816732 8/1/2021 691.54 71,200.00 71,102.48
500817035 8/1/2021 195.27 24,000.00 23,948.34
500813920 8/1/2021 322 31,900.00 31,859.82
500817278 9/1/2021 1,411.94 129,930.00 129,834.69
500811389 8/1/2021 262.79 29,025.00 28,977.01
500817450 8/1/2021 382.07 44,000.00 43,919.06
500817456 8/1/2021 933.46 99,000.00 98,852.92
500817457 9/1/2021 634.54 60,000.00 59,952.14
500817460 8/1/2021 867.04 98,800.00 98,622.95
500817461 8/1/2021 647.79 74,600.00 74,462.75
500817463 8/1/2021 761.59 89,600.00 89,426.23
500817465 8/1/2021 1,493.57 160,000.00 159,755.79
500817467 8/1/2021 579.33 72,000.00 71,840.91
500817515 8/1/2021 301.17 25,000.00 24,982.51
500817585 9/1/2021 274.11 28,500.00 28,470.05
500817615 8/1/2021 316.94 41,699.00 41,594.24
500817657 7/1/2021 1,008.66 106,000.00 105,807.09
500817660 7/1/2021 871.13 78,750.00 78,657.98
500817731 8/1/2021 658.61 72,000.00 71,757.70
500817752 8/1/2021 283.9 27,600.00 27,567.92
500817945 9/1/2021 502.64 52,780.00 52,572.09
500810652 8/1/2036 150.3 14,750.00 14,732.39
500817986 8/1/2021 886.67 112,000.00 112,000.00
500812812 8/1/2021 543.11 52,800.00 52,738.65
500818122 9/1/2021 342.84 36,000.00 35,946.61
500818198 8/1/2036 322.89 38,400.00 38,323.54
500818071 8/1/2021 561.62 54,600.00 54,536.58
500768076 6/1/2021 307.37 34,660.00 34,565.87
500818488 8/1/2021 506.3 56,500.00 56,403.99
500818616 8/1/2036 164.98 16,500.00 16,479.14
500818657 9/1/2026 248.76 26,000.00 25,894.73
500818702 9/1/2021 416.81 48,000.00 47,934.03
500818767 9/1/2021 572 64,500.00 64,415.95
500818821 9/1/2021 237.93 27,400.00 27,362.34
500793436 8/1/2021 277.42 36,080.00 35,991.66
500819040 8/1/2021 618.26 59,000.00 58,935.14
500819131 8/1/2021 296.23 30,800.00 30,756.64
500819470 8/1/2021 1,416.09 145,800.00 145,600.36
500819422 8/1/2021 442.42 46,000.00 45,935.26
500819518 7/1/2026 626.79 53,500.00 53,258.78
500819407 9/1/2021 312.61 36,000.00 35,950.52
500819477 9/1/2036 1,132.41 94,000.00 93,950.94
500819374 8/1/2021 345.94 34,600.00 34,556.36
500819623 8/1/2021 283.59 30,380.00 30,333.63
500819622 8/1/2021 1,337.20 130,000.00 129,848.95
500819661 8/1/2036 765.5 77,300.00 77,199.73
500819684 9/1/2021 702.09 82,600.00 82,480.33
500819695 9/1/2021 319.05 37,943.00 37,886.55
500819774 8/1/2021 559.97 58,800.00 58,714.96
500819504 7/1/2021 401.29 37,600.00 37,550.88
500819527 8/1/2021 653.68 62,960.00 62,888.84
500819580 8/1/2036 150.47 15,800.00 15,777.14
500819852 9/1/2021 354.02 45,000.00 44,921.76
500819891 8/1/2021 548.48 62,500.00 62,346.31
500819902 8/1/2021 232.13 21,750.00 21,727.38
500819907 8/1/2021 411.34 50,000.00 49,895.11
500819917 8/1/2021 553.29 52,800.00 52,741.96
500820057 8/1/2021 465.57 59,180.00 59,042.30
500820088 9/1/2021 560.9 57,750.00 57,690.77
500820112 8/1/2021 976.54 107,857.00 107,678.59
500820151 8/1/2021 644.37 75,000.00 74,858.31
500820187 8/1/2021 640.35 60,000.00 59,937.64
500819255 8/1/2021 132 14,000.00 13,979.22
500820206 8/1/2021 1,120.18 120,000.00 119,816.84
500820236 8/1/2021 686.05 75,000.00 74,879.23
500820246 8/1/2021 184.19 18,600.00 17,968.40
500820248 8/1/2021 1,085.44 125,000.00 124,770.01
500820306 8/1/2026 381.82 44,200.00 44,137.79
500819317 9/1/2036 396.93 32,949.00 32,931.81
500820409 9/1/2021 304.67 34,000.00 33,956.87
500820460 8/1/2021 1,095.89 98,200.00 98,111.24
500820578 8/1/2021 912.61 82,500.00 82,423.33
500820661 8/1/2036 231.19 25,800.00 25,756.19
500820677 8/1/2021 332.32 35,600.00 35,528.60
500820683 8/1/2021 188.58 20,000.00 19,621.24
500820293 8/1/2021 517.65 54,900.00 54,818.42
500820721 9/1/2021 915.1 82,000.00 81,944.73
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500852859 9/1/2026 199.36 19,000.00 18,933.76
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500853241 9/1/2036 1,204.75 100,005.00 99,891.87
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500853385 9/1/2021 480.87 51,000.00 50,943.45
500853466 9/1/2021 376.36 42,000.00 41,919.31
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500853645 9/1/2021 307.59 26,400.00 26,384.55
500848559 9/1/2021 568.67 57,425.00 57,369.43
500853656 9/1/2021 169.11 18,300.00 18,107.97
500848195 9/1/2021 385.5 32,000.00 31,983.30
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408417773 7/1/2021 271.52 30,300.00 30,235.35
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408417811 6/1/2021 558.7 63,000.00 62,547.50
408417814 7/1/2021 183.44 25,000.00 24,742.68
408417815 7/1/2021 310.39 35,000.00 34,923.34
408417816 6/1/2021 755.45 81,750.00 81,556.02
408417819 7/1/2021 912.09 120,000.00 119,621.82
408417822 7/1/2021 873.52 98,500.00 97,901.60
408417824 6/1/2021 1,135.13 128,000.00 127,662.16
408417825 7/1/2021 850.17 92,000.00 91,818.89
408417828 7/1/2021 993.24 112,000.00 111,754.69
408417830 7/1/2021 700.39 82,400.00 82,199.44
408417833 7/1/2021 1,073.06 121,000.00 120,734.96
408417834 7/1/2021 273.57 34,000.00 33,905.75
408417835 7/1/2021 860.14 95,000.00 94,802.69
408417836 7/1/2021 346.85 41,250.00 15,748.84
408417845 7/1/2021 742.43 82,000.00 81,829.73
408417848 7/1/2021 399.07 45,000.00 44,901.43
408417849 7/1/2021 963.87 111,000.00 110,743.65
408417850 7/1/2021 579.54 65,350.00 65,206.85
408417852 6/1/2021 993.22 111,998.00 111,702.40
408417855 7/1/2021 570.41 63,000.00 62,869.15
408417856 6/1/2021 689.95 77,800.00 77,584.24
408417858 7/1/2021 602.89 71,700.00 71,520.86
408417865 6/1/2021 287.94 35,000.00 34,815.31
408417866 7/1/2021 301.52 34,000.00 33,925.53
408417869 7/1/2021 531.49 63,900.00 63,188.69
408417870 7/1/2021 916.97 103,400.00 103,173.55
408417872 7/1/2021 376.01 42,400.00 42,307.15
408417873 7/1/2021 950.68 105,000.00 104,781.92
408417874 7/1/2021 1,063.74 119,950.00 119,687.29
408417875 7/1/2021 161.36 19,400.00 19,350.24
408417879 7/1/2021 115.05 12,450.00 12,410.41
408417880 6/1/2021 158.95 18,700.00 18,645.15
408417882 6/1/2021 937.82 108,000.00 107,699.46
408417886 7/1/2021 1,442.67 150,000.00 149,734.91
408417890 7/1/2021 933.03 102,000.00 101,791.83
408417893 6/1/2021 981.23 113,000.00 112,685.60
408417894 7/1/2021 369.05 34,100.00 33,686.42
408417895 7/1/2021 113.56 10,000.00 9,989.25
408417899 7/1/2021 256.71 27,500.00 23,718.98
408417900 6/1/2021 346.61 42,600.00 42,450.92
408417901 7/1/2021 443.41 50,000.00 49,890.50
408417905 7/1/2021 744.88 79,000.00 78,852.64
408417909 7/1/2021 814.1 91,800.00 91,598.94
408417910 7/1/2021 803.46 90,600.00 90,401.57
408417911 7/1/2021 757.55 94,150.00 90,733.21
408417912 7/1/2021 760.54 84,000.00 80,877.08
408417916 7/1/2021 557.27 67,000.00 66,828.18
408417917 7/1/2021 935.68 115,000.00 114,689.30
408417918 7/1/2021 1,275.57 140,884.00 140,541.93
408417921 7/1/2021 807.01 91,000.00 90,794.62
408417922 7/1/2021 1,266.48 149,000.00 148,637.34
408417925 7/1/2021 1,099.66 124,000.00 123,728.40
408417929 7/1/2021 846.03 95,400.00 95,191.04
408417933 7/1/2021 1,064.19 120,000.00 119,737.14
408417938 6/1/2021 754.66 82,500.00 82,298.95
408417940 7/1/2021 776.24 84,000.00 83,834.64
408417941 7/1/2021 434.54 49,000.00 48,841.85
408417947 7/1/2021 235.01 26,500.00 26,441.94
408417953 7/1/2021 1,033.66 113,000.00 112,771.49
408417955 7/1/2021 771.54 87,000.00 86,809.43
408417959 7/1/2021 831.84 93,800.00 92,770.56
408417962 7/1/2021 647.3 66,000.00 65,876.61
408417963 7/1/2021 478.39 58,150.00 57,996.91
408417973 7/1/2021 905.41 100,000.00 99,792.30
408417974 7/1/2021 927.14 102,400.00 98,444.84
408417977 7/1/2021 96.05 10,500.00 10,478.76
408417979 7/1/2021 381.33 43,000.00 42,905.84
408417980 7/1/2021 975.85 105,600.00 105,392.10
408417982 7/1/2021 328.71 40,400.00 40,268.90
408417986 7/1/2021 344.97 38,900.00 38,814.82
408417987 6/1/2021 879.74 103,500.00 103,196.48
408417990 7/1/2021 1,399.78 140,000.00 139,778.09
408417998 7/1/2021 140.87 15,400.00 10,784.55
408418006 7/1/2021 886.82 100,000.00 99,780.99
408418011 7/1/2021 734.73 82,850.00 82,668.27
408418014 7/1/2021 751.49 83,000.00 82,827.62
408418016 7/1/2021 416.81 47,000.00 46,897.04
408418017 7/1/2021 877.9 101,100.00 100,866.54
408418024 7/1/2021 447.56 51,000.00 48,979.61
408418025 7/1/2021 731.63 93,000.00 92,691.43
408418026 7/1/2021 304.95 33,000.00 32,346.43
408418027 7/1/2021 686.4 87,250.00 86,592.38
408418028 7/1/2021 1,099.66 124,000.00 123,728.40
408418030 7/1/2021 329.07 40,000.00 39,791.59
408418033 7/1/2021 355.37 39,250.00 39,168.50
408418039 7/1/2021 467.48 49,580.00 49,221.90
408418041 7/1/2021 886.82 100,000.00 99,780.99
408418044 7/1/2021 907.04 114,000.00 113,675.67
408418045 7/1/2021 878.84 99,100.00 98,882.96
408418046 7/1/2021 1,223.40 129,750.00 129,507.95
408418050 7/1/2021 833.61 96,000.00 95,777.93
408418051 7/1/2021 769.6 85,000.00 84,823.46
408418053 7/1/2021 158.69 17,000.00 16,884.07
408418056 7/1/2021 1,285.68 142,000.00 141,705.09
408418060 7/1/2021 1,288.73 150,000.00 149,644.10
408418066 7/1/2021 221.43 25,500.00 25,106.58
408418067 7/1/2021 1,414.34 150,000.00 149,720.16
408418068 7/1/2021 228.68 25,000.00 24,661.03
408418071 7/1/2021 868.35 100,000.00 99,769.07
408418073 7/1/2021 195.38 22,500.00 22,448.04
408418077 7/1/2021 904.56 102,000.00 101,776.58
408436615 6/1/2021 860.22 97,000.00 96,743.95
408436616 6/1/2021 875.44 92,000.00 91,572.27
408436618 6/1/2021 922.7 95,000.00 94,802.98
408436619 6/1/2021 702.81 73,800.00 73,637.90
408436625 6/1/2021 223.16 20,925.00 20,891.96
408436627 6/1/2021 259.87 23,100.00 22,788.02
408436631 6/1/2021 1,228.60 140,000.00 139,620.58
408436633 6/1/2021 334.81 32,550.00 32,492.73
408436634 6/1/2021 914.46 101,000.00 100,713.28
408436635 6/1/2021 718.33 81,000.00 80,786.18
408436637 6/1/2021 1,080.07 107,000.00 105,700.49
408436640 6/1/2021 1,201.20 119,000.00 118,778.70
408436647 6/1/2021 830.6 80,000.00 79,862.98
408436650 6/1/2021 780.4 88,000.00 87,767.74
408436652 6/1/2021 310.98 27,866.00 25,895.60
408436654 6/1/2021 632.34 73,600.00 73,389.73
408436655 6/1/2021 892.89 86,000.00 85,852.74
408436658 6/1/2021 958.83 107,000.00 106,641.42
408436659 6/1/2036 422.5 43,500.00 43,409.78
408436660 6/1/2036 422.5 43,500.00 43,409.78
408436661 6/1/2036 422.5 43,500.00 43,409.78
408436671 6/1/2021 675.16 77,000.00 76,756.56
408436679 6/1/2021 403.25 45,000.00 44,884.31
408436681 6/1/2021 1,314.21 138,000.00 137,697.88
408436682 6/1/2021 1,433.36 142,000.00 141,735.95
408436683 6/1/2021 1,261.76 125,000.00 124,767.57
408436688 6/1/2021 189.36 22,520.00 22,452.22
408436690 6/1/2021 759.34 86,600.00 86,157.74
408436693 6/1/2021 218.43 25,977.00 25,898.20
408436697 6/1/2021 1,052.20 120,000.00 119,674.09
408436700 6/1/2021 995.12 92,400.00 92,258.35
408436701 6/1/2021 293.56 32,760.00 32,675.82
408436702 6/1/2021 415.34 46,350.00 46,230.87
408436703 6/1/2021 381.46 44,400.00 44,273.18
408436704 6/1/2021 586.83 67,580.00 67,391.94
408436705 6/1/2021 958.83 107,000.00 106,724.97
408436706 6/1/2021 567.04 66,000.00 65,811.47
408436707 6/1/2021 253.88 24,700.00 24,634.72
408436709 6/1/2021 1,038.24 100,000.00 99,828.79
408436713 6/1/2021 311.12 37,000.00 36,888.59
408436716 6/1/2021 1,433.19 152,000.00 151,658.20
408436720 7/1/2021 260.5 30,000.00 29,652.27
408436721 6/1/2021 1,080.07 107,000.00 106,801.01
408436722 6/1/2021 772.61 85,000.00 84,134.07
408436723 6/1/2021 580.19 69,000.00 68,792.29
408436725 6/1/2021 445.65 53,000.00 52,840.48
408436726 7/1/2021 961.21 92,580.00 92,448.53
408436731 6/1/2021 407.24 47,400.00 47,264.59
408436732 6/1/2021 847.13 98,600.00 98,318.30
408436738 6/1/2021 524.48 60,400.00 60,231.95
408436739 6/1/2021 605.42 72,000.00 71,142.51
408436740 6/1/2021 816.14 93,000.00 91,982.99
408436744 6/1/2021 616.53 71,000.00 70,802.43
408436745 6/1/2021 449.02 53,400.00 53,237.26
408436750 6/1/2021 712.24 68,600.00 68,445.98
408436751 6/1/2021 939 107,000.00 106,710.01
408436754 6/1/2021 727.77 83,000.00 82,774.59
408436764 6/1/2021 647.82 62,980.00 62,837.47
408436765 6/1/2021 676.3 67,000.00 66,875.43
408436769 6/1/2021 618.42 71,980.00 71,774.36
408436771 6/1/2021 1,602.91 170,000.00 169,617.73
408436772 6/1/2021 1,527.48 162,000.00 161,635.71
408436788 6/1/2021 742.44 85,500.00 85,262.07
408436789 7/1/2021 840.67 97,848.00 97,615.78
408436794 6/1/2021 710.23 81,000.00 80,779.70
408436796 6/1/2021 1,417.85 155,000.00 154,622.23
408436797 6/1/2021 728.45 75,000.00 74,844.46
408436799 6/1/2021 687.32 80,000.00 78,863.17
408436801 6/1/2021 651.26 75,000.00 73,285.61
408436802 6/1/2021 404.48 46,580.00 46,354.29
408436806 6/1/2021 423.79 41,200.00 41,127.46
408436809 6/1/2021 699.71 79,800.00 79,583.28
408436810 7/1/2021 799.01 93,000.00 92,775.48
408436818 6/1/2021 618.87 73,600.00 73,245.87
408436820 6/1/2021 483.03 53,300.00 53,300.00
408436822 6/1/2021 859.3 98,000.00 95,086.72
408436829 7/1/2036 427.98 44,064.00 43,988.19
408436837 6/1/2021 542.39 57,000.00 56,874.99
408436838 6/1/2021 1,425.81 146,800.00 146,495.59
408436839 6/1/2021 1,291.78 133,000.00 132,723.16
408436843 6/1/2021 200.87 23,380.00 23,156.37
408436846 6/1/2021 789.15 90,000.00 89,755.56
408436849 6/1/2021 875.08 99,800.00 99,528.95
408436851 7/1/2021 982.88 112,000.00 111,748.09
408436852 6/1/2021 504.51 60,000.00 59,819.39
408436857 6/1/2021 789.81 90,000.00 89,756.11
408436858 7/1/2021 1,633.33 160,000.00 160,000.00
408436862 6/1/2021 1,154.77 108,200.00 108,029.48
408436863 6/1/2021 1,047.90 100,000.00 99,833.40
408436867 6/1/2021 420.43 50,000.00 49,849.46
408436868 7/1/2021 236.4 23,000.00 22,966.38
408436869 7/1/2021 719 82,000.00 81,815.19
408436872 6/1/2021 1,030.52 115,000.00 114,704.38
408436873 6/1/2021 633.89 73,000.00 72,796.89
408436874 7/1/2021 857.44 99,800.00 99,563.37
408436878 7/1/2021 1,018.79 99,800.00 99,800.00
408436880 7/1/2021 652.96 76,000.00 75,819.79
408436882 7/1/2021 588.6 70,000.00 69,825.08
408436889 7/1/2021 840.01 95,800.00 95,584.06
408436900 7/1/2021 816.2 95,000.00 94,774.75
408436901 7/1/2021 714.82 83,200.00 83,002.72
408436910 7/1/2021 1,330.40 131,800.00 131,596.77
408436914 7/1/2021 1,238.02 116,000.00 115,848.44
408436920 7/1/2021 942.89 100,000.00 99,755.30
408436923 7/1/2021 833.38 97,000.00 96,770.03
408436924 7/1/2021 756.06 88,000.00 87,791.34
408436929 7/1/2021 1,089.66 121,600.00 121,340.64
408436930 7/1/2021 687.32 80,000.00 79,810.34
408436933 7/1/2021 606.88 59,000.00 58,911.83
408436934 7/1/2021 728.29 69,500.00 69,404.01
408436940 7/1/2021 596.6 58,000.00 57,915.33
408436948 7/1/2021 231.97 27,000.00 26,936.00
408436950 7/1/2021 601.41 70,000.00 69,834.03
408436951 7/1/2021 677.49 77,200.00 77,026.34
408436954 7/1/2021 1,184.50 109,000.00 108,865.30
408436957 7/1/2021 369.98 44,000.00 43,890.04
408436958 7/1/2021 193.4 23,000.00 22,942.50
408436960 7/1/2021 1,173.63 108,000.00 107,866.54
408436967 7/1/2021 487.3 54,380.00 54,264.02
408436968 7/1/2021 700.59 79,000.00 78,826.97
408436971 7/1/2021 510.59 58,800.00 58,664.21
408436974 7/1/2021 903.9 103,000.00 102,768.33
408436975 7/1/2021 721.69 84,000.00 83,800.84
408436976 7/1/2021 789.02 88,050.00 87,862.19
408436978 7/1/2021 496.73 59,075.00 58,927.43
408436981 7/1/2021 823.27 90,000.00 89,817.99
408436983 7/1/2021 429.58 50,000.00 49,881.44
408436984 7/1/2021 267.39 31,800.00 31,689.87
408436988 7/1/2021 1,036.42 118,200.00 117,933.59
408436990 7/1/2021 730.28 85,000.00 84,798.48
408436991 7/1/2021 1,090.16 108,000.00 107,833.47
408436993 7/1/2021 793.46 85,000.00 84,837.10
408436997 7/1/2021 982.88 112,000.00 111,748.09
408436999 7/1/2021 313.55 34,990.00 34,907.27
408437002 7/1/2021 504.51 60,000.00 59,850.09
408437003 7/1/2021 529.74 63,000.00 62,771.76
408437004 7/1/2021 977.61 111,400.00 111,149.47
408437005 7/1/2021 613.82 73,000.00 72,643.21
408437008 7/1/2021 1,370.26 144,000.00 143,737.94
408437014 7/1/2021 754.34 87,800.00 87,591.63
408437015 7/1/2021 780.4 88,000.00 87,707.78
408437016 7/1/2021 729.34 69,600.00 69,503.36
408437017 7/1/2021 549.86 64,000.00 63,848.26
408437019 7/1/2021 546.56 65,000.00 64,835.11
408437020 7/1/2021 1,347.59 128,600.00 128,422.43
408437022 7/1/2021 790.42 92,000.00 91,781.89
408437023 7/1/2021 651.26 75,000.00 74,826.81
408437025 7/1/2021 676.15 71,000.00 70,871.07
408437032 7/1/2021 366.44 42,200.00 42,064.24
408437034 7/1/2021 1,659.87 158,400.00 158,181.21
408437035 7/1/2021 723.24 84,180.00 83,977.62
408437038 8/1/2021 473.87 37,500.00 36,998.07
408437043 7/1/2021 417.06 49,600.00 49,461.15
408437044 7/1/2021 420.43 50,000.00 49,875.05
408437045 7/1/2021 622.23 74,000.00 73,814.09
408437046 7/1/2021 1,014.39 113,200.00 112,958.54
408437047 7/1/2021 431.77 49,200.00 49,089.33
408437048 8/1/2021 1,237.38 141,000.00 140,747.35
408437051 7/1/2021 833.61 94,000.00 93,794.13
408437054 7/1/2021 575.63 67,000.00 66,841.18
408437055 7/1/2021 1,406.18 129,400.00 129,240.12
408437056 7/1/2021 429.58 50,000.00 49,879.31
408437062 7/1/2021 500.17 57,600.00 57,466.98
408437064 7/1/2021 1,167.17 133,000.00 132,700.84
408437069 7/1/2021 771.52 89,800.00 89,587.10
408437070 7/1/2021 1,070.64 122,000.00 120,217.28
408509569 7/1/2021 1,106.20 100,000.00 99,882.66
408509570 5/1/2021 266.81 25,000.00 24,953.83
408509574 7/1/2021 164.75 17,300.00 17,216.39
408509575 7/1/2021 242.37 25,450.00 25,403.76
408509577 6/1/2021 735.62 72,000.00 71,870.71
408509579 6/1/2021 711.8 69,200.00 69,077.79
408509582 7/1/2021 851.65 86,000.00 85,859.93
408509591 7/1/2021 199.99 21,000.00 20,961.85
408509593 7/1/2036 612.42 54,400.00 54,339.93
408509595 7/1/2021 195.07 19,890.00 19,618.29
408509596 7/1/2021 176.31 15,799.00 12,714.72
408509597 7/1/2021 198.13 20,600.00 20,563.58
408509599 7/1/2021 1,443.46 143,000.00 142,492.86
408509600 7/1/2021 732.82 74,000.00 73,879.45
408509601 7/1/2021 1,232.99 121,000.00 120,818.48
408509604 7/1/2021 364.26 38,250.00 38,180.57
408509605 7/1/2036 153.35 14,500.00 14,480.50
408509608 7/1/2021 310.8 32,000.00 31,944.98
408525599 7/1/2021 596.31 65,189.00 65,057.19
408525605 8/1/2021 683.04 64,000.00 63,933.48
408525610 7/1/2036 1,645.11 173,550.00 173,550.00
408560267 5/1/2021 443.65 49,000.00 48,856.29
408560280 7/1/2021 558.35 64,300.00 64,149.83
408560285 7/1/2021 361.88 39,400.00 39,321.19
408581348 4/1/2021 298.75 28,000.00 27,437.33
408581349 4/1/2021 665.12 75,000.00 74,733.78
408581350 4/1/2021 295.74 33,700.00 33,577.20
408581353 4/1/2021 472.59 55,600.00 55,360.89
408581354 5/1/2021 156.4 18,600.00 18,534.41
408581357 5/1/2021 600.71 75,500.00 75,146.58
408581358 5/1/2021 327.24 36,900.00 36,785.86
408581359 6/1/2021 596.04 64,500.00 64,346.97
408581360 5/1/2021 494.4 55,750.00 55,577.62
408581361 5/1/2021 258.49 28,550.00 28,451.51
408581362 5/1/2021 729.42 89,650.00 89,308.35
408581364 8/1/2021 1,325.54 142,000.00 141,703.60
408581366 7/1/2021 1,164.36 126,000.00 125,693.07
408581368 7/1/2021 734.73 82,850.00 82,668.56
408581370 7/1/2021 435.04 60,000.00 58,271.01
408581372 7/1/2021 1,051.95 115,000.00 114,767.47
408581373 7/1/2021 945.07 110,000.00 109,739.19
408581374 7/1/2021 965.52 102,400.00 101,094.63
408581376 7/1/2021 360.84 42,000.00 41,900.45
408581377 7/1/2021 774.45 96,250.00 95,983.15
408581378 7/1/2021 1,329.14 146,800.00 146,495.12
408581379 7/1/2021 1,061.10 116,000.00 115,765.44
408581380 7/1/2021 860.22 97,000.00 96,339.55
408581381 7/1/2021 1,046.45 118,000.00 117,741.56
408581382 7/1/2021 1,511.73 190,000.00 189,459.46
408581384 8/1/2021 266.55 31,700.00 31,636.89
408581385 7/1/2021 245.65 27,700.00 27,639.33
408581386 7/1/2021 940.03 106,000.00 105,767.84
408581388 8/1/2021 724.14 79,980.00 79,845.98
408581390 7/1/2021 254.24 23,000.00 22,525.07
408581391 7/1/2021 857.56 96,700.00 96,485.74
408581392 7/1/2021 371.15 43,200.00 43,067.82
408581393 8/1/2021 893.52 104,000.00 103,803.04
408581396 7/1/2021 1,306.87 140,000.00 139,731.72
408581397 7/1/2021 771.54 87,000.00 86,809.43
408581398 7/1/2021 792.23 80,000.00 79,869.70
408581399 7/1/2021 1,046.45 118,000.00 117,734.43
408581400 7/1/2021 780.23 87,980.00 87,787.28
408581401 7/1/2021 283.79 33,750.00 33,482.93
408581402 8/1/2021 792.23 87,500.00 87,347.49
408581403 7/1/2021 787.7 87,000.00 86,819.34
408581404 7/1/2021 315.59 34,500.00 34,430.22
408581405 8/1/2021 686.05 75,000.00 74,879.23
408581406 7/1/2021 1,131.76 125,000.00 124,740.39
408581407 7/1/2021 1,073.06 121,000.00 120,734.96
408581409 7/1/2021 771.54 87,000.00 86,809.43
408581410 7/1/2021 813.06 89,800.00 89,548.79
408581413 7/1/2021 1,302.52 150,000.00 149,653.62
408581414 7/1/2021 865.02 104,000.00 103,733.27
408581415 7/1/2021 773.22 85,400.00 85,222.62
408581416 7/1/2021 719.8 79,500.00 79,133.15
408581417 7/1/2021 219.03 23,000.00 22,831.51
408581418 7/1/2021 214.79 25,000.00 24,940.72
408581420 8/1/2021 296.16 36,000.00 35,924.50
408581421 7/1/2021 778.65 86,000.00 85,645.44
408581422 7/1/2021 147.09 15,600.00 15,570.91
408581423 7/1/2021 1,041.22 115,000.00 114,723.35
408581424 7/1/2021 490.08 52,500.00 52,399.38
408581425 7/1/2021 248.73 28,950.00 28,881.34
408581427 7/1/2021 276.65 32,200.00 32,123.65
408581429 7/1/2021 286.96 33,400.00 33,320.80
408581430 7/1/2021 564.91 71,000.00 70,740.89
408581432 8/1/2021 826.01 90,300.00 90,005.94
408581433 7/1/2021 382.5 45,000.00 44,884.56
408581434 8/1/2021 842.78 91,200.00 91,056.11
408581435 7/1/2021 1,042.38 112,800.00 112,577.94
408581436 7/1/2021 796.38 81,200.00 81,023.53
408581437 7/1/2021 813.06 89,800.00 89,613.49
408581439 7/1/2021 975.12 107,700.00 107,476.36
408581440 8/1/2021 907.22 100,200.00 100,034.23
408581441 7/1/2021 1,115.18 129,800.00 129,315.32
408581442 7/1/2021 1,197.21 135,000.00 134,704.32
408581445 7/1/2021 883.88 91,900.00 91,737.56
408581447 7/1/2021 1,013.69 111,960.00 111,727.18
408581448 8/1/2021 731.79 80,000.00 79,852.95
408581450 7/1/2021 1,305.91 152,000.00 151,639.64
408581451 7/1/2021 1,000.47 110,500.00 110,270.52
408581452 8/1/2021 867.38 95,800.00 95,641.52
408581453 7/1/2021 903.08 104,000.00 103,759.84
408581454 8/1/2021 937.11 110,250.00 110,036.20
408581455 8/1/2021 455.35 53,000.00 52,899.89
408581456 8/1/2021 1,213.53 130,000.00 129,801.56
408581457 7/1/2021 1,325.16 143,400.00 143,117.69
408581458 7/1/2021 697.16 77,000.00 76,837.05
408581459 8/1/2021 666.84 72,900.00 72,782.62
408581460 7/1/2021 287.47 31,750.00 31,684.05
408581461 7/1/2021 985.54 108,850.00 108,623.92
408581464 7/1/2021 917.1 90,000.00 89,864.98
408581465 7/1/2021 147.86 16,000.00 15,955.47
408581469 7/1/2021 758.73 83,800.00 83,625.98
408647999 11/1/2017 195.69 25,450.00 10,870.26
408752090 8/1/2021 1,040.58 97,500.00 97,398.62
408752091 7/1/2021 1,339.79 134,000.00 133,787.60
408752094 8/1/2021 593.33 54,600.00 54,538.91
408752096 8/1/2021 392.24 41,600.00 41,538.19
408752097 8/1/2021 536.28 50,500.00 50,473.26
408752098 8/1/2021 785.4 71,000.00 70,933.98
408752099 8/1/2021 1,041.47 101,250.00 101,130.34
408752100 8/1/2021 466.74 50,000.00 49,923.69
408752101 7/1/2021 1,432.37 133,000.00 132,830.99
408752103 8/1/2021 1,194.92 110,300.00 110,299.97
408752104 8/1/2021 1,047.73 105,800.00 105,662.79
408752105 8/1/2021 576.54 54,800.00 54,800.00
408752107 8/1/2021 259.1 24,500.00 24,473.81
408752109 8/1/2021 493.2 48,400.00 48,342.19
408752112 8/1/2026 1,811.94 177,000.00 176,157.12
408752113 8/1/2021 1,171.85 115,000.00 114,862.66
408752115 8/1/2021 765.08 89,050.00 88,881.76
408752116 8/1/2021 681.13 65,000.00 64,928.55
408752117 8/1/2021 638.22 59,800.00 59,737.82
408752118 8/1/2021 1,028.30 96,350.00 96,249.82
408752122 8/1/2036 185.46 18,200.00 17,649.08
408752123 8/1/2021 697.19 72,750.00 72,750.00
408752125 8/1/2021 411.16 37,500.00 37,464.14
408752126 8/1/2021 859.41 93,000.00 92,854.19
408770509 8/1/2021 281.62 35,000.00 34,908.37
408770511 5/1/2021 835.31 80,190.00 80,190.00
408770513 5/1/2036 715.06 66,396.00 66,276.64
408770514 8/1/2021 958.34 121,818.00 120,569.26
408770515 8/1/2021 1,261.97 128,672.00 128,500.51
408770516 8/1/2021 499.88 64,269.00 64,115.57
408770520 8/1/2021 859.42 88,714.00 88,712.83
408770521 8/1/2021 741.16 74,843.00 74,745.96
408770522 4/1/2021 798.56 74,824.00 74,434.89
408770523 6/1/2021 742.03 76,399.00 76,240.59
408770525 8/1/2021 649.99 67,096.00 67,096.00
408770527 6/1/2036 638.51 60,375.00 60,268.00
408770529 6/1/2021 665.42 60,840.00 60,838.40
408770530 8/1/2021 905.64 79,751.00 79,682.88
408770531 8/1/2021 696.81 73,901.00 73,791.18
408770532 8/1/2021 243.09 31,254.00 31,179.40
408770533 8/1/2021 681.42 74,337.00 74,337.00
408770534 6/1/2036 925.84 85,198.00 85,042.53
408770536 8/1/2021 628.24 64,683.00 64,250.12
408770540 6/1/2021 356.65 35,000.00 34,907.83
408770541 6/1/2021 469.56 52,400.00 52,264.83
408770542 7/1/2021 354.3 45,036.00 44,904.54
408770545 8/1/2021 407.94 46,000.00 45,919.74
408770546 8/1/2021 749.82 69,000.00 68,932.16
408770549 7/1/2021 762.74 72,000.00 71,096.74
408770552 8/1/2021 393.3 54,898.00 54,714.43
408770553 8/1/2036 844.06 88,632.00 88,503.85
408770554 8/1/2021 415.73 40,798.00 40,749.28
408770556 8/1/2021 728.72 64,171.00 64,116.17
408770557 8/1/2021 726.97 69,118.00 68,419.30
408771626 8/1/2021 633.62 67,200.00 67,069.62
408771627 8/1/2036 1,502.28 169,400.00 169,104.42
408771628 8/1/2021 509.92 51,000.00 50,935.64
408771629 8/1/2021 775.83 106,400.00 106,400.00
408771630 8/1/2021 1,053.17 125,250.00 125,000.62
408771631 8/1/2036 460.42 65,000.00 65,000.00
408771632 8/1/2021 212.5 25,000.00 24,951.50
408771633 8/1/2021 657.92 79,950.00 79,945.81
408771635 8/1/2021 1,663.50 200,000.00 199,591.24
408771636 8/1/2021 966.34 119,000.00 118,866.16
408771637 7/1/2026 413.87 46,000.00 45,650.42
408771638 8/1/2036 517.49 56,000.00 55,912.20
408771640 8/1/2021 1,903.19 192,200.00 191,950.70
408771641 7/1/2021 276.12 35,500.00 35,393.67
408771642 8/1/2021 195.31 25,000.00 24,999.99
408771643 8/1/2036 745.81 91,800.00 91,771.72
408771644 8/1/2036 560.6 65,250.00 65,116.74
408771645 8/1/2021 267.56 29,250.00 29,202.89
408771646 8/1/2021 638.08 80,600.00 80,600.00
408771647 8/1/2021 1,322.23 131,000.00 130,839.13
408771648 8/1/2021 344.86 43,000.00 43,000.00
408771650 8/1/2021 499.3 62,250.00 62,250.00
408771651 8/1/2021 712.5 90,000.00 89,987.50
408771652 8/1/2036 459 58,350.00 58,173.63
408771653 8/1/2036 113.12 13,600.00 13,572.20
408771654 8/1/2026 634.7 60,000.00 59,732.42
408771657 8/1/2021 482.48 59,300.00 59,172.34
408771658 8/1/2021 333.48 38,000.00 37,931.91
408771659 8/1/2036 567.82 59,625.00 59,538.78
408771661 9/1/2036 781.51 90,000.00 89,876.34
408771662 8/1/2021 824.93 95,000.00 94,825.22
408771663 8/1/2021 1,127.50 123,000.00 123,000.00
408771664 8/1/2021 937.5 100,000.00 100,000.00
408771666 8/1/2021 233.34 29,000.00 28,924.22
408785807 8/1/2021 144.01 14,000.00 13,983.72
408785808 8/1/2021 535.98 58,000.00 57,909.04
408785809 8/1/2021 1,190.40 125,000.00 124,813.26
408785812 8/1/2031 276.23 31,950.00 31,950.00
408785816 8/1/2021 1,016.51 110,000.00 109,827.52
408785818 8/1/2021 199.09 22,450.00 22,410.84
408785819 8/1/2021 372.79 34,000.00 33,967.49
408785820 8/1/2021 252.04 29,025.00 28,971.58
408785821 8/1/2021 866.19 79,000.00 78,880.66
408785822 8/1/2021 1,311.38 124,000.00 121,224.08
408785823 8/1/2031 315 32,000.00 31,746.67
408785824 8/1/2021 409.08 52,000.00 51,879.04
408785826 8/1/2031 600.89 69,500.00 69,499.89
408785828 8/1/2021 93.82 10,920.00 10,899.37
408785829 8/1/2021 212.04 19,000.00 18,982.81
408785830 8/1/2021 1,364.26 129,000.00 128,862.09
408785831 8/1/2021 225.77 26,000.00 25,952.16
408785833 8/1/2031 247.27 28,600.00 28,600.00
408785835 8/1/2021 309.54 39,798.00 39,703.02
408785836 8/1/2021 656.36 60,400.00 60,340.62
408785837 8/1/2021 243.14 28,000.00 27,718.21
408785839 8/1/2031 701.46 74,000.00 74,000.00
408785842 8/1/2021 211.28 19,978.00 19,956.64
408785843 8/1/2021 1,944.47 250,000.00 249,235.44
408785844 8/1/2021 566.62 60,700.00 60,607.37
408785845 8/1/2021 146.39 14,100.00 14,084.08
408785846 8/1/2031 539.5 62,400.00 62,400.00
408785847 8/1/2031 227.54 25,400.00 25,400.00
408785848 8/1/2021 286.56 27,600.00 27,282.24
408785850 8/1/2021 1,576.68 143,800.00 143,662.49
408785851 8/1/2031 666.36 65,950.00 65,948.72
408785852 8/1/2021 566.91 64,600.00 64,484.26
408785853 8/1/2031 177.24 20,500.00 20,500.00
408785854 8/1/2021 672.08 75,000.00 74,866.46
408785855 8/1/2021 212.04 19,000.00 18,980.78
408785856 8/1/2021 339.65 38,300.00 38,233.20
408785857 8/1/2021 136.08 12,750.00 12,479.70
408785858 8/1/2021 132.14 14,900.00 14,873.98
408785859 8/1/2021 990.63 103,000.00 102,855.06
408785860 8/1/2021 1,045.36 94,500.00 94,412.15
408785861 8/1/2021 187.82 21,630.00 21,590.22
408785863 8/1/2021 369.94 37,000.00 36,953.32
408785865 8/1/2021 202.57 21,700.00 21,666.86
408785866 8/1/2021 202.64 18,000.00 17,984.18
408785867 8/1/2021 345.76 39,400.00 39,309.33
408785869 8/1/2031 473.96 50,000.00 50,000.00
408785870 8/1/2021 114.21 11,000.00 10,987.55
408785871 8/1/2021 133.7 15,900.00 15,735.20
408785873 8/1/2021 842.47 96,000.00 95,827.99
408785874 8/1/2021 370.05 33,750.00 33,717.72
408785875 8/1/2021 314.82 35,500.00 35,437.88
408785876 8/1/2021 76.01 10,000.00 9,801.88
408785877 8/1/2031 400.78 42,750.00 42,750.00
408785878 8/1/2021 319.61 30,500.00 30,466.46
408785879 8/1/2021 192.36 20,000.00 19,955.19
408785880 8/1/2021 756.54 69,000.00 68,716.73
408785882 8/1/2021 784.09 87,500.00 87,351.34
408785883 8/1/2031 394.83 41,200.00 41,200.00
408785884 8/1/2021 136.08 12,750.00 12,479.70
408785885 8/1/2021 251.42 29,900.00 29,840.45
408785886 8/1/2021 357.63 38,700.00 38,639.30
408785887 8/1/2021 258.4 30,400.00 30,341.03
408785889 8/1/2021 189.82 22,822.00 22,727.99
408785890 8/1/2021 325.63 42,350.00 42,246.30
408785891 8/1/2021 1,751.32 183,900.00 183,634.09
408785893 8/1/2021 407.55 44,102.00 44,032.84
408785894 8/1/2021 85 10,000.00 9,980.60
408785897 8/1/2021 1,390.52 150,000.00 148,170.86
408785898 8/1/2021 151.09 17,400.00 17,368.00
408785899 8/1/2021 430.43 51,750.00 51,643.67
408785900 8/1/2031 515.38 54,400.00 54,310.09
408785902 8/1/2021 433.63 54,500.00 54,376.41
408785903 8/1/2031 596.76 55,620.00 55,620.00
408785904 8/1/2021 262.94 29,650.00 29,598.28
408785906 8/1/2021 136.08 12,750.00 12,479.70
408785908 8/1/2021 599.84 51,000.00 50,570.21
408785910 8/1/2021 1,269.55 132,000.00 131,814.24
408785911 8/1/2021 117.32 11,300.00 11,287.24
408785912 8/1/2021 688.56 62,800.00 62,739.96
408785913 8/1/2021 250.46 25,050.00 25,009.27
408785914 8/1/2021 264.75 25,500.00 25,471.19
408785915 8/1/2021 190.45 22,650.00 22,604.92
408785917 8/1/2021 339.62 38,700.00 38,630.66
408785919 8/1/2021 183.4 18,700.00 18,674.99
408785921 8/1/2021 1,874.47 241,000.00 239,997.55
408785923 8/1/2021 361.98 39,980.00 39,913.87
408785924 8/1/2021 1,014.66 109,800.00 109,627.84
408785925 8/1/2021 439.07 47,513.00 47,438.50
408785928 8/1/2031 468.26 60,000.00 59,873.53
408785929 8/1/2021 766.55 83,800.00 83,665.04
408785930 8/1/2021 484.11 59,500.00 59,323.87
408785934 8/1/2031 401.59 54,300.00 54,283.18
408785935 8/1/2021 153.87 14,820.00 14,803.24
408785936 8/1/2021 1,014.36 97,700.00 97,566.83
408785937 8/1/2021 286.56 33,000.00 32,912.27
408785938 8/1/2021 141.89 16,000.00 15,972.08
408785940 8/1/2021 1,659.30 150,000.00 149,860.55
408785941 8/1/2021 384.62 39,600.00 39,442.93
408785942 8/1/2031 748.62 80,000.00 79,802.94
408785943 8/1/2031 387.92 49,000.00 49,000.00
408785944 8/1/2021 840.85 100,000.00 99,800.92
408785945 8/1/2031 953.91 123,750.00 123,750.00
408785946 8/1/2021 202.2 22,800.00 22,760.20
408785947 8/1/2031 708.33 80,000.00 79,997.98
408785948 8/1/2021 174.64 19,900.00 19,864.33
408785950 8/1/2021 130.9 15,400.00 15,370.12
408785951 8/1/2031 1,146.67 128,000.00 128,000.00
408785952 8/1/2021 590.44 62,000.00 61,910.35
408785953 8/1/2021 298.95 38,000.00 37,911.56
408785954 8/1/2021 470.57 47,980.00 47,916.06
408785955 8/1/2021 114.21 11,000.00 10,987.55
408785959 8/1/2021 184.05 17,250.00 17,063.58
408785960 8/1/2021 1,476.32 152,000.00 151,791.81
408785961 8/1/2021 446.76 52,000.00 51,901.76
408785962 8/1/2021 367.79 37,500.00 37,450.00
408785963 8/1/2031 263.4 27,000.00 26,850.10
408785965 8/1/2021 188.18 21,000.00 20,964.33
408785967 8/1/2021 259.61 33,000.00 32,923.24
408785968 8/1/2021 337.3 41,000.00 40,913.98
408785969 8/1/2031 688.21 79,600.00 79,600.00
408785971 8/1/2031 729.17 100,000.00 100,000.00
408785972 8/1/2021 1,681.71 200,000.00 199,601.79
408785973 8/1/2021 118.29 13,200.00 13,177.55
408785974 8/1/2021 446.33 51,400.00 51,305.44
408785975 8/1/2021 664.69 78,200.00 78,048.35
408785976 8/1/2021 278.37 32,750.00 32,642.71
408785977 8/1/2021 575.15 74,800.00 74,616.79
408785978 8/1/2021 90.51 10,100.00 10,082.82
408785979 8/1/2021 239.96 24,000.00 23,960.04
408785980 8/1/2021 518.37 69,000.00 68,713.29
408785981 8/1/2021 78.67 10,000.00 9,976.40
408785982 8/1/2031 232.38 28,600.00 28,600.00
408785983 8/1/2031 301.24 35,900.00 35,502.91
408785985 8/1/2031 902.54 100,750.00 100,749.10
408785986 8/1/2021 403.67 51,900.00 51,776.12
408785987 8/1/2021 213.48 25,950.00 25,895.58
408785988 8/1/2021 96.78 10,800.00 10,781.64
408803655 8/1/2021 573.91 69,000.00 68,858.97
408803656 8/1/2021 667.76 73,000.00 72,796.93
408803657 8/1/2021 728.38 83,000.00 82,851.30
408803660 8/1/2021 1,722.27 184,500.00 184,218.41
408803662 8/1/2021 1,441.59 156,000.00 155,755.42
408803665 8/1/2021 2,404.35 245,150.00 244,823.26
408803666 8/1/2021 477.59 55,000.00 54,898.81
408803668 8/1/2021 613.63 78,000.00 77,818.50
408803675 8/1/2021 548.06 76,500.00 76,281.90
408803676 8/1/2021 2,050.00 240,000.00 240,000.00
408803679 8/1/2021 1,332.05 153,400.00 153,117.75
408803683 8/1/2021 292.3 31,000.00 30,953.93
408803684 8/1/2021 387.58 52,200.00 52,062.04
408803689 8/1/2021 1,680.27 180,000.00 179,725.25
408803690 8/1/2021 771.86 92,800.00 92,610.34
408803691 8/1/2021 1,143.52 139,000.00 138,196.76
408803696 8/1/2021 633.89 73,000.00 70,730.24
408835049 5/1/2021 292.72 32,000.00 31,908.59
408835051 7/1/2021 1,866.96 200,000.00 199,616.72
408835052 9/1/2021 1,920.95 210,000.00 209,747.45
408835053 8/1/2036 184.34 23,700.00 23,643.40
408835057 4/1/2021 411.26 38,000.00 37,253.15
408835059 6/1/2021 426.45 53,000.00 52,734.50
408835062 7/1/2021 186.33 20,800.00 20,800.00
408835064 7/1/2021 2,132.50 243,000.00 242,453.46
408835065 8/1/2021 116.45 15,500.00 15,452.91
408835067 7/1/2021 1,344.67 147,000.00 146,702.74
408835070 6/1/2021 404.56 53,850.00 53,640.37
408835071 7/1/2021 1,773.65 200,000.00 199,021.12
408835072 7/1/2021 537.31 75,000.00 74,330.59
408835074 7/1/2036 466.99 45,400.00 45,300.73
408852858 7/1/2021 798.72 73,500.00 73,409.18
408852862 8/1/2021 554.91 55,500.00 55,429.98
408861325 6/1/2021 138.07 15,250.00 15,211.86
408861328 6/1/2021 242.65 25,500.00 25,444.05
408861330 7/1/2021 603.29 63,400.00 63,283.22
408861333 7/1/2021 403.34 46,000.00 45,896.34
408861336 7/1/2021 1,033.23 98,600.00 98,463.81
408861338 7/1/2021 268.41 24,700.00 24,669.50
408862727 8/1/2021 211.98 21,000.00 20,974.21
408862730 8/1/2021 1,292.36 120,000.00 118,562.09
408862733 8/1/2021 660.02 70,000.00 69,896.02
408862734 8/1/2021 703.89 84,628.00 84,419.04
408862735 8/1/2021 604.07 56,600.00 56,510.62
408862737 8/1/2021 243.68 23,690.00 23,662.46
408862739 8/1/2021 188.52 17,990.00 17,970.22
408862742 8/1/2021 915.06 89,800.00 89,692.76
408862743 8/1/2021 516.23 54,750.00 54,668.67
408862746 8/1/2021 1,367.19 145,000.00 144,784.58
408862751 8/1/2021 915.06 89,800.00 89,647.01
408862755 8/1/2021 828.75 90,600.00 90,454.11
408862763 9/1/2021 696.34 71,000.00 70,929.37
408862764 8/1/2021 519.95 55,700.00 55,614.98
408862765 8/1/2021 641.96 70,180.00 70,052.79
408862767 8/1/2021 1,384.05 142,500.00 142,288.73
408862769 8/1/2036 830.71 91,750.00 91,513.71
408862772 8/1/2021 730.97 65,500.00 65,440.79
408862773 8/1/2021 839.27 91,750.00 91,305.91
408862776 8/1/2021 289.27 26,150.00 26,125.70
408862786 8/1/2021 817.74 99,400.00 99,191.48
408862788 8/1/2021 423.03 40,000.00 39,957.22
408862789 8/1/2021 813.06 89,800.00 89,651.44
408862791 8/1/2021 788.53 98,000.00 97,783.46
408862792 8/1/2021 420.53 44,600.00 44,533.74
408862794 8/1/2021 876.32 95,800.00 95,645.71
408862795 8/1/2021 434.5 54,000.00 53,880.67
408862796 8/1/2021 472.34 50,600.00 50,522.78
408862799 9/1/2021 929.33 91,200.00 91,118.71
408869588 6/1/2021 694.68 80,000.00 79,777.37
408869590 6/1/2021 403.25 45,000.00 44,867.41
408869593 8/1/2021 401.25 57,386.00 55,816.57
408869606 8/1/2036 313.64 33,940.00 33,886.78
408869609 8/1/2021 311.46 34,400.00 34,343.10
408869612 8/1/2021 473.3 63,000.00 62,837.64
408869613 8/1/2021 402.6 50,600.00 50,485.26
408869616 8/1/2021 547.25 72,000.00 71,819.12
408869618 8/1/2036 207.03 29,250.00 28,360.73
408869619 8/1/2021 372.32 51,350.00 51,207.25
408869621 8/1/2021 396.84 45,700.00 45,601.63
408869622 8/1/2021 398.55 57,000.00 56,829.21
408869623 8/1/2021 612.56 82,500.00 79,696.26
408869624 8/1/2021 977.99 147,000.00 146,447.78
408869625 8/1/2021 162.97 23,025.00 22,957.69
408869629 8/1/2021 172.79 23,000.00 22,422.35
408869632 9/1/2021 218.01 26,500.00 26,458.46
408869633 8/1/2021 735.7 109,200.00 108,847.58
408869634 8/1/2036 623.85 68,200.00 66,948.46
408869635 8/1/2036 296.03 38,500.00 38,393.70
408869641 8/1/2021 140.61 18,500.00 18,453.52
408869643 8/1/2021 151.39 19,027.00 18,983.84
408869647 8/1/2021 618.36 67,600.00 67,491.14
408869648 8/1/2021 259 37,500.00 37,384.82
408869652 8/1/2021 605.42 72,000.00 71,856.63
408869653 8/1/2021 340.75 44,316.00 44,207.21
408869654 8/1/2021 333.71 44,420.00 44,305.54
408869656 8/1/2021 489.55 50,900.00 50,828.36
408869657 8/1/2021 120.14 15,100.00 15,065.77
408869658 8/1/2021 398.38 44,000.00 43,927.21
408869659 8/1/2021 287.54 36,550.00 36,464.96
408869662 8/1/2021 538.15 64,000.00 63,872.57
408869663 9/1/2021 564.97 62,400.00 62,322.93
408869666 8/1/2021 488.69 66,600.00 66,419.44
408869667 8/1/2021 374.59 40,950.00 40,884.03
408869668 8/1/2021 615.66 81,000.00 80,796.49
408869670 8/1/2021 614.47 71,520.00 71,354.65
408869672 8/1/2021 314.65 45,000.00 44,531.47
408869674 8/1/2021 681.57 94,000.00 93,738.66
408869675 8/1/2021 309.99 38,100.00 38,017.98
408869678 8/1/2021 904.12 101,950.00 101,772.09
408869680 9/1/2021 217.52 30,000.00 29,937.66
408869681 8/1/2021 1,201.33 130,000.00 70,476.88
408869683 8/1/2021 587.01 80,000.00 79,783.14
408869687 8/1/2021 584.37 76,000.00 75,813.89
408869689 9/1/2036 355.59 45,200.00 45,121.40
408869691 8/1/2021 538.15 64,000.00 63,872.57
408869692 8/1/2021 499.98 61,450.00 61,317.69
408869697 8/1/2021 412.02 49,000.00 48,902.44
408869698 8/1/2021 417.51 45,180.00 44,704.70
408869699 9/1/2021 109.25 15,250.00 15,217.51
408871397 4/1/2021 1,424.78 141,150.00 140,568.12
408871398 8/1/2021 694.49 74,398.00 74,284.45
408871399 8/1/2021 236.19 25,000.00 24,947.63
408871400 8/1/2021 447.27 43,000.00 42,497.32
408871401 8/1/2021 389 42,010.00 41,944.49
408871402 8/1/2021 959.95 95,100.00 94,983.25
408871403 8/1/2021 908.47 90,000.00 89,889.50
408871405 7/1/2021 654.78 71,000.00 70,858.57
408871406 7/1/2021 400.23 39,500.00 39,439.76
408871408 8/1/2021 644.91 62,000.00 61,930.31
408871409 8/1/2021 612 62,400.00 61,983.10
408871410 8/1/2021 717.19 71,050.00 70,962.77
408871411 8/1/2021 362.08 45,000.00 44,900.57
408871412 8/1/2021 912.54 87,730.00 87,585.34
408871414 8/1/2021 1,712.81 182,750.00 182,474.07
408871415 8/1/2021 944.49 102,000.00 101,337.39
408871417 8/1/2021 1,769.04 188,750.00 188,465.03
408877540 8/1/2021 497.79 45,000.00 44,958.17
408896711 8/1/2021 449.8 47,800.00 47,728.60
408904527 8/1/2021 1,138.84 115,000.00 114,850.85
408904532 8/1/2021 908.34 99,300.00 99,140.06
408904537 8/1/2021 589.5 58,400.00 58,328.29
408904539 8/1/2021 868.14 93,000.00 92,858.04
408904541 8/1/2021 795.82 87,000.00 86,859.71
408904544 8/1/2021 896.44 98,000.00 97,842.19
408904545 9/1/2021 771.46 75,000.00 74,826.03
408940757 8/1/2021 250.11 30,739.00 30,672.79
408940758 9/1/2021 338.75 35,998.00 35,957.83
408940759 9/1/2021 615.68 68,000.00 67,915.99
408940760 8/1/2036 333.13 39,000.00 39,000.00
408940762 8/1/2021 305.85 32,180.00 32,133.06
408940763 8/1/2021 442.86 51,000.00 50,906.16
408940764 9/1/2021 322.16 30,800.00 30,774.59
408940765 8/1/2021 237.59 23,098.00 23,071.16
408940766 8/1/2021 170.64 21,690.00 21,639.52
408940769 8/1/2021 557.87 51,800.00 51,747.62
408940770 8/1/2036 270.71 29,000.00 28,836.99
408940774 9/1/2021 533.45 51,000.00 50,957.91
408940775 9/1/2021 391.19 35,998.00 35,971.59
408940776 9/1/2021 294.39 37,000.00 36,937.31
408940777 8/1/2021 315.34 34,900.00 34,841.94
408940779 8/1/2021 342.9 34,035.00 33,992.99
408940782 8/1/2021 336.88 31,000.00 30,619.01
408940783 9/1/2021 864.52 85,000.00 84,923.83
408940784 8/1/2021 195.33 26,000.00 25,933.00
408940785 9/1/2021 414.85 42,298.00 42,255.91
408949239 5/1/2021 891.65 88,000.00 87,810.24
408949242 7/1/2026 242.67 24,600.00 24,559.52
408949244 8/1/2026 147.21 17,800.00 17,362.14
408949245 8/1/2026 794.61 78,720.00 78,623.35
408949246 8/1/2026 239.05 22,480.00 22,456.36
408949247 8/1/2026 806.03 86,000.00 85,820.81
408949248 7/1/2026 242.67 24,600.00 24,529.77
408949249 8/1/2026 249.31 26,600.00 26,559.82
408949250 7/1/2026 563.14 57,980.00 57,880.26
408949252 7/1/2026 373.24 42,000.00 41,908.51
408949253 7/1/2026 372.96 38,250.00 38,184.93
408949254 8/1/2026 297.62 27,000.00 26,974.62
408949256 8/1/2026 753.72 77,000.00 76,896.83
408949257 8/1/2021 625.76 52,000.00 51,579.35
408949258 7/1/2026 388.9 41,000.00 40,924.77
408949259 7/1/2026 445.83 44,000.00 43,930.97
408949260 8/1/2026 1,041.61 102,800.00 102,674.81
408949261 8/1/2026 903.54 100,000.00 99,797.10
408949262 8/1/2026 274.09 24,200.00 24,106.51
408949263 7/1/2026 211.17 21,000.00 20,857.13
408949264 8/1/2026 141 16,000.00 15,971.64
408949265 7/1/2026 439.09 44,000.00 43,918.76
408949267 8/1/2026 1,265.19 123,000.00 122,857.11
408949268 8/1/2026 800.99 75,600.00 75,519.61
408949269 8/1/2026 925.75 90,000.00 88,906.33
408949270 8/1/2026 420.97 37,400.00 37,252.61
408949271 8/1/2026 746.33 80,600.00 78,487.85
408949273 8/1/2026 651.62 64,800.00 64,716.14
408949274 7/1/2026 279.57 27,200.00 27,160.24
408949275 7/1/2026 302.65 31,160.00 31,106.39
408949276 8/1/2026 1,250.21 118,000.00 117,874.56
408949277 8/1/2026 269.53 26,500.00 26,422.41
408949279 8/1/2026 356.49 32,000.00 31,970.91
408949280 7/1/2026 908.29 82,400.00 82,302.64
408949281 7/7/2026 232.26 25,600.00 25,534.57
408949285 8/1/2026 710.16 62,000.00 61,948.50
408949286 8/1/2026 940.63 86,250.00 86,166.15
408949288 8/1/2026 752.64 74,000.00 73,911.14
408949289 8/1/2026 878.15 96,000.00 95,779.27
408949291 8/1/2026 318.86 33,750.00 33,683.54
408949292 8/1/2026 828.96 78,816.00 78,687.58
408949294 8/1/2026 370.05 38,400.00 38,343.35
408949295 8/1/2026 422.34 42,000.00 41,947.88
408949296 8/1/2026 326.69 32,000.00 31,962.01
408949297 8/1/2026 824.68 73,000.00 72,936.57
408949298 8/1/2026 152.85 17,200.00 17,170.15
408949299 8/1/2026 1,011.12 93,380.00 93,287.15
408949300 8/1/2026 238.64 23,200.00 23,152.42
408949301 8/1/2026 432.02 42,000.00 41,951.20
408949302 8/1/2026 479.39 46,780.00 46,725.03
408949303 8/1/2026 1,359.35 148,000.00 147,764.19
408949304 9/1/2026 965.52 91,800.00 91,724.55
408949306 8/1/2026 521.03 63,000.00 62,869.47
408949307 8/1/2026 687.94 73,400.00 73,289.16
408949308 8/1/2026 1,243.39 106,000.00 105,856.56
408949309 8/1/2026 782.65 73,600.00 73,514.74
408949310 8/1/2026 368.15 34,000.00 33,966.21
408949311 8/1/2026 490.12 46,600.00 46,549.34
408949312 9/1/2026 473.06 40,740.00 40,715.89
408949317 8/1/2026 445.38 45,500.00 45,439.03
408949318 8/1/2026 206.52 21,600.00 21,569.10
408949319 9/1/2026 880.23 84,000.00 83,931.11
408949320 8/1/2026 368.92 36,000.00 35,938.89
408949321 8/1/2026 409.15 41,000.00 40,947.98
408949323 8/1/2026 237.55 26,400.00 26,355.64
408949324 8/1/2026 325.45 30,605.00 30,572.81
408949326 8/1/2026 420.98 40,174.00 40,108.38
408949327 8/1/2026 328.59 35,200.00 35,146.24
408949329 9/1/2026 373 33,600.00 33,576.95
408949330 9/1/2026 462.57 43,980.00 43,944.31
408949332 9/1/2026 191.86 19,600.00 19,580.38
408955338 8/1/2036 1,388.64 135,001.00 134,844.14
408955345 8/1/2021 366.88 38,910.00 38,852.18
408955350 8/1/2021 473.16 46,000.00 45,918.86
408955352 8/1/2021 441.67 61,650.00 61,474.26
408955353 8/1/2021 1,098.46 112,000.00 111,850.73
408955355 8/1/2021 609.49 64,000.00 63,907.45
408955357 8/1/2021 472.13 45,900.00 45,846.69
408955358 8/1/2021 1,008.04 98,000.00 97,886.15
408955359 8/1/2021 884.61 86,000.00 85,900.07
408955360 8/1/2021 476.83 51,600.00 51,519.12
408955362 8/1/2021 303.31 33,500.00 31,424.68
408955363 8/1/2021 505.18 58,800.00 58,688.94
408955364 8/1/2021 680.94 66,200.00 66,123.10
408955365 8/1/2021 1,346.84 150,300.00 150,044.63
408955368 8/1/2021 1,216.34 120,500.00 120,012.48
408955369 8/1/2036 559.13 63,900.00 63,885.00
408955370 8/1/2021 325.45 40,000.00 39,913.89
408955371 8/1/2021 531.92 52,200.00 52,137.65
408955372 8/1/2021 707.17 75,000.00 74,888.57
408955373 8/1/2021 477.28 46,400.00 46,336.21
408955375 8/1/2036 970.49 98,000.00 97,872.90
408955376 8/1/2021 148.99 16,800.00 16,770.68
408955378 8/1/2021 802.32 78,000.00 77,909.37
408955379 8/1/2021 593.64 70,600.00 70,459.45
408955382 8/1/2021 784.63 77,000.00 76,786.86
408955383 8/1/2021 983.88 92,600.00 92,600.00
408955384 8/1/2036 491.44 56,000.00 55,899.66
408978568 3/28/2021 674.81 56,990.00 56,903.31
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408978581 3/1/2021 418.96 37,900.00 37,801.69
408978582 4/1/2021 156.41 19,440.00 19,352.71
408978584 3/13/2021 915.71 85,800.00 85,617.78
408978591 3/1/2021 328.91 32,000.00 31,891.80
408978595 4/1/2021 634.83 72,400.00 72,133.14
408978599 5/1/2021 801.3 82,500.00 82,299.40
408978600 4/1/2021 713.01 72,000.00 71,804.58
408978605 4/1/2021 364.79 33,000.00 32,917.66
408978615 4/1/2021 242.74 20,500.00 20,468.80
408978617 4/1/2021 1,028.70 94,500.00 94,311.10
408978618 4/1/2021 441.23 54,885.00 54,638.21
408978619 4/1/2021 397.96 36,000.00 35,931.36
408978623 4/1/2021 303.72 25,650.00 25,610.97
408978624 4/1/2021 1,603.44 156,000.00 155,629.31
408978625 4/1/2021 411.83 40,067.00 39,971.61
408978628 4/1/2021 337.81 32,000.00 31,929.49
408978629 3/17/2021 907.9 95,410.00 95,128.27
408978632 4/1/2021 273.41 26,600.00 26,536.78
408978634 4/1/2021 530.61 48,000.00 47,898.07
408978635 5/1/2021 405.37 42,600.00 42,485.39
408978637 4/1/2021 514.96 52,000.00 51,862.41
408978643 5/1/2021 185.14 18,000.00 17,961.09
408978648 4/1/2021 295.51 28,200.00 28,136.70
408978650 5/1/2021 1,131.96 134,620.00 134,145.32
408978651 4/1/2021 925.06 90,000.00 89,786.14
408978652 4/1/2021 447.93 42,000.00 41,910.55
408978653 4/1/2021 403.45 38,500.00 38,413.53
408978657 3/1/2021 418.34 40,700.00 40,590.59
408978666 5/1/2021 861.97 91,600.00 91,357.21
408978669 4/1/2021 422.96 48,200.00 48,024.28
408978670 4/1/2021 374.13 44,980.00 44,523.72
408978672 4/1/2021 487.76 55,000.00 54,804.73
408978680 4/1/2021 1,197.38 112,200.00 111,961.67
408978682 4/1/2021 1,173.90 131,000.00 128,415.55
408978683 4/1/2021 797.68 96,620.00 96,211.63
408978690 4/1/2021 987.26 116,400.00 115,938.74
408978692 4/1/2021 607.76 54,980.00 54,875.27
408978694 5/1/2021 483.42 47,000.00 46,901.31
408978695 4/1/2021 760.92 74,030.00 73,813.65
408978697 4/1/2021 698.72 65,000.00 64,864.92
408978699 4/1/2021 666.79 62,980.00 62,842.97
408978700 4/1/2021 471.02 47,600.00 47,473.84
408978702 5/1/2021 712.07 77,850.00 77,538.73
408978706 4/1/2021 293.13 29,600.00 29,521.70
408978708 4/1/2021 458.93 43,000.00 42,908.62
408978711 4/1/2021 447.24 47,000.00 46,856.19
408978713 4/1/2021 1,025.79 99,800.00 99,562.86
408978716 4/1/2026 1,032.13 100,000.00 99,045.42
408978718 4/1/2021 980.98 101,000.00 100,718.03
408978719 7/1/2021 822.28 80,000.00 79,003.41
408978720 4/1/2021 1,022.37 99,400.00 99,164.27
408978721 4/1/2021 647.56 58,580.00 58,463.02
408978722 4/1/2021 596.93 54,000.00 53,897.04
408978724 4/1/2021 701.47 80,000.00 79,707.83
408978725 4/1/2021 544.25 55,000.00 54,854.19
408978726 4/1/2021 793.56 96,460.00 96,048.93
408978731 4/1/2021 461.95 50,500.00 50,334.39
408978732 4/1/2021 418.6 43,990.00 43,860.10
408978733 4/1/2021 433.92 45,600.00 45,460.29
408978734 4/1/2021 375.05 41,000.00 40,846.29
408978735 5/1/2021 323.78 31,500.00 31,327.98
408978738 4/1/2021 1,563.40 155,000.00 154,605.95
408978739 4/1/2021 1,029.91 104,000.00 103,724.96
408978740 4/1/2021 246.74 22,000.00 21,591.43
408978741 4/1/2021 504.11 48,000.00 47,879.51
408978743 4/1/2021 360.02 35,000.00 34,891.49
408978747 4/1/2021 766.8 89,250.00 88,906.60
408978749 4/1/2021 405.69 36,700.00 36,630.10
408978750 4/1/2021 613.79 70,000.00 69,482.01
408978757 4/1/2021 1,006.22 110,000.00 109,639.33
408978758 5/1/2021 1,018.11 111,300.00 110,977.08
408978760 3/20/2021 148.01 14,400.00 14,365.79
408978761 3/20/2021 312.63 27,200.00 27,154.24
408978762 4/1/2021 678.53 86,250.00 85,842.73
408978765 4/1/2021 736.24 70,000.00 69,844.59
408978766 4/1/2021 997.01 97,000.00 96,769.50
408978772 4/1/2021 348.01 39,000.00 38,841.51
408978776 5/1/2021 808.84 85,000.00 84,776.35
408978778 5/1/2021 984.68 95,800.00 95,601.79
408978780 4/1/2021 282.66 27,500.00 27,399.34
408978781 4/1/2021 493.7 48,000.00 47,886.14
408978782 4/1/2021 1,234.17 140,634.00 140,121.47
408978783 4/1/2021 664.91 71,000.00 70,781.20
408978784 4/1/2021 561.02 47,380.00 47,222.11
408978785 4/1/2021 1,238.36 127,500.00 127,078.01
408978787 4/1/2021 565.24 53,000.00 52,877.07
408978788 5/1/2021 286.31 25,900.00 25,815.21
408978789 4/1/2021 462.53 45,000.00 44,893.08
408978793 4/1/2021 172.06 19,200.00 19,133.56
408978795 4/27/2021 917.85 86,000.00 85,749.18
408978799 4/5/2021 572.61 51,800.00 51,708.93
408978806 4/1/2021 226.26 21,200.00 21,154.97
408978807 4/1/2021 643.69 65,000.00 64,723.27
408978811 4/1/2021 503.65 49,000.00 48,883.53
408978813 5/1/2021 543.64 62,000.00 61,802.70
408978814 4/1/2021 585.67 56,980.00 56,528.21
408978816 4/1/2021 569.43 61,000.00 60,809.63
408978817 4/5/2021 599.49 63,000.00 62,832.99
408978819 5/1/2021 1,130.63 110,000.00 109,772.44
408978820 4/1/2021 308.98 31,200.00 31,053.53
408978822 5/1/2021 485.44 49,980.00 49,858.47
408978826 6/1/2021 1,541.77 150,000.00 149,321.20
408978827 4/1/2021 942.79 93,400.00 93,166.12
408978828 4/1/2021 462.53 45,000.00 44,882.99
408978830 5/1/2021 732.29 76,956.00 76,758.13
408978835 4/1/2021 336.19 31,500.00 31,423.63
408978836 4/1/2021 563.26 54,800.00 54,669.79
408978837 4/1/2021 548.5 57,600.00 57,430.24
408978838 4/1/2021 563.63 47,600.00 47,527.55
408978839 4/1/2021 551.91 58,000.00 57,828.72
408978840 4/1/2021 1,190.31 125,000.00 124,631.70
408978842 4/1/2021 517.45 43,700.00 43,628.43
408978845 4/14/2021 189.57 16,000.00 15,977.92
408978846 5/1/2021 719.5 70,000.00 69,855.13
408978847 5/1/2021 393.34 43,000.00 42,877.18
408978849 4/1/2021 462.53 45,000.00 44,893.08
408978852 5/1/2021 960.59 97,000.00 96,726.83
408978853 5/1/2021 746.9 85,109.00 84,835.55
408978854 6/1/2021 1,262.64 144,000.00 142,435.30
408978855 4/1/2021 692.22 87,000.00 86,599.50
408978856 4/1/2021 496.77 54,980.00 54,793.90
408978858 4/1/2021 619.33 56,485.00 56,374.58
408978859 4/1/2021 798.15 77,600.00 77,410.93
408978860 4/1/2021 1,186.06 117,500.00 117,081.20
408978864 5/1/2021 526.1 60,000.00 59,583.68
408978869 4/1/2021 742.72 75,000.00 74,754.49
408978870 4/1/2021 962.71 93,600.00 93,378.03
408978871 5/1/2021 587.48 67,000.00 66,786.81
408978874 5/1/2021 375.68 36,550.00 36,468.66
408978877 4/1/2021 773.8 70,000.00 69,866.62
408978878 6/1/2021 171.33 17,300.00 17,265.97
408978879 4/1/2021 504.51 49,980.00 49,854.80
408978892 4/1/2021 1,136.38 117,000.00 116,668.34
408978897 4/1/2021 247.41 26,000.00 25,904.36
408978901 5/1/2021 403.46 40,000.00 39,912.56
408978902 5/1/2021 417.63 37,780.00 37,717.13
408978903 4/1/2021 377.36 43,000.00 42,839.25
408978908 5/1/2021 1,227.57 140,000.00 139,331.14
408978909 5/1/2021 552.71 50,000.00 49,917.14
408978910 4/1/2021 878.81 85,500.00 85,286.83
408978912 5/1/2021 240.52 23,400.00 23,351.08
408978913 4/1/2021 946.74 102,700.00 102,359.98
408978914 5/1/2021 1,565.08 133,200.00 133,019.14
408978915 4/1/2021 366.84 41,400.00 41,252.73
408978916 4/1/2021 393.95 41,400.00 41,277.76
408978919 4/1/2021 565.98 51,200.00 51,102.43
408978920 7/1/2021 657.2 81,750.00 81,227.46
408978922 5/1/2021 761.26 80,000.00 79,789.17
408978924 4/1/2026 670.91 55,600.00 55,267.40
408978925 4/1/2021 309.3 27,980.00 27,894.62
408978926 4/1/2021 1,293.17 116,984.00 116,751.03
408978927 4/1/2021 524.86 53,000.00 52,859.82
408978928 4/1/2021 577.73 65,888.00 65,610.95
408978931 5/1/2021 595.01 50,250.00 50,183.46
408978932 4/1/2021 850.96 76,980.00 76,833.32
408978933 5/1/2021 364.68 41,590.00 41,144.12
408978934 4/1/2021 344.63 34,800.00 34,707.92
408978936 4/1/2021 465.87 47,500.00 47,370.89
408978937 5/1/2021 493.17 49,800.00 49,685.30
408978938 8/1/2021 273.68 24,742.00 24,690.47
408978940 5/1/2021 287.16 34,180.00 34,059.19
408978944 5/1/2021 1,469.82 143,000.00 142,699.12
408978947 4/1/2021 861.34 83,800.00 83,585.22
408978948 6/1/2021 1,248.79 126,200.00 125,941.48
408978950 5/1/2021 657.82 64,000.00 63,454.07
408978951 4/1/2021 608.99 51,400.00 51,319.87
408978952 5/1/2021 752.33 85,800.00 85,526.27
408978953 5/1/2021 561.18 64,000.00 63,791.27
408978955 6/1/2021 673.35 68,000.00 67,866.39
408978956 5/1/2021 554.22 51,000.00 50,910.79
408978957 5/1/2021 279.27 28,200.00 28,134.56
408978960 5/1/2021 360.6 32,600.00 32,545.74
408978963 5/1/2021 176.87 16,000.00 15,973.47
408978966 5/1/2021 596.6 58,000.00 57,880.26
408978972 5/1/2021 894.23 87,000.00 86,809.89
408978973 5/1/2021 641.7 57,000.00 56,873.32
408978974 5/1/2021 337.14 32,800.00 32,732.10
408978975 5/1/2021 564.2 45,800.00 45,133.31
408978976 6/1/2021 650.4 58,800.00 58,712.04
408978978 6/1/2021 243.38 28,027.00 27,918.72
408978979 5/1/2021 871.46 88,000.00 87,797.36
408978980 6/1/2021 925.06 90,000.00 89,734.28
408978984 5/1/2021 422.27 38,200.00 37,679.04
408978985 5/1/2021 764.1 81,200.00 80,984.81
408978986 5/17/2021 648.86 74,000.00 73,798.99
408978987 5/1/2021 397.73 36,600.00 36,511.39
408978988 4/12/2026 409.81 35,000.00 34,754.69
408978989 5/1/2021 668.53 70,255.00 70,074.33
408978990 5/1/2021 687.59 69,433.00 69,273.14
408978995 5/1/2021 552.31 58,000.00 57,851.11
408978996 5/1/2021 910.87 82,400.00 82,263.41
408978998 4/14/2021 211.57 20,570.00 20,311.38
408978999 5/1/2026 396.15 36,000.00 35,737.08
408979007 5/4/2021 913.51 96,000.00 95,789.38
408979009 6/1/2021 1,182.02 115,000.00 114,797.11
408979011 5/1/2021 666.1 70,000.00 69,785.44
408979012 5/1/2026 383.34 40,000.00 39,617.01
408979013 5/1/2021 1,079.28 101,200.00 100,885.96
408979014 5/1/2021 523.74 55,000.00 54,856.95
408979015 6/1/2026 274.21 29,939.00 29,632.51
408979017 5/1/2021 375.91 48,000.00 47,795.29
408979018 5/1/2021 555.45 54,040.00 53,928.16
408979019 5/1/2021 419.16 40,000.00 39,916.79
408979023 5/1/2021 387.32 38,400.00 38,316.10
408979027 5/1/2021 900.99 106,000.00 105,635.86
408979029 5/1/2021 1,002.50 94,000.00 93,763.12
408979031 6/1/2021 1,029.00 128,000.00 127,571.65
408979035 5/1/2021 342.68 31,000.00 30,948.61
408979036 6/1/2021 451.58 45,600.00 45,486.94
408979038 4/28/2021 435.81 42,400.00 42,312.27
408979041 5/1/2021 842.53 79,000.00 78,810.13
408979048 5/1/2021 1,541.77 150,000.00 149,689.69
408979051 5/1/2021 1,025.79 127,600.00 127,099.90
408979052 5/1/2021 570.95 60,000.00 59,845.66
408979055 4/14/2021 193.5 18,000.00 17,967.38
408979061 5/1/2021 305.07 29,680.00 29,618.56
408979063 5/1/2021 823.54 74,500.00 74,376.50
408979066 5/1/2021 535.13 58,500.00 58,332.89
408979069 5/1/2021 217.87 22,000.00 21,949.31
408979070 5/1/2021 666.1 70,000.00 69,799.43
408979071 6/1/2021 512.31 53,800.00 53,682.21
408979077 5/1/2021 470.24 45,750.00 45,654.31
408979078 5/1/2021 732.82 74,000.00 73,829.59
408979081 5/1/2021 164.63 17,300.00 17,181.03
408979086 5/1/2021 426.91 40,000.00 39,899.60
408979087 5/1/2021 789.39 76,800.00 76,641.10
408979090 6/1/2021 290.05 28,200.00 28,145.28
408979092 6/1/2021 123.51 12,000.00 11,804.14
408979093 4/28/2021 1,208.50 127,000.00 126,544.20
408979095 5/1/2021 653.89 62,400.00 62,278.09
408979096 5/1/2021 401.13 39,000.00 38,868.12
408979097 6/1/2021 641.38 62,400.00 62,289.88
408979098 6/1/2021 1,051.96 115,000.00 114,709.59
408979102 6/1/2021 398.33 34,800.00 34,756.06
408979106 5/1/2021 951.57 100,000.00 99,742.87
408979107 6/1/2021 853.11 83,000.00 82,853.58
408979108 6/1/2021 925.06 90,000.00 89,841.19
408979109 5/9/2021 1,158.04 97,800.00 97,689.70
408979112 6/1/2021 622.83 52,600.00 52,540.69
408979113 6/1/2021 637.27 62,000.00 61,890.58
408979116 5/1/2021 1,165.52 120,000.00 119,708.26
408979118 6/1/2021 736.87 73,000.00 72,826.69
408979119 5/1/2021 1,105.20 99,980.00 99,814.27
408979121 6/1/2021 1,257.68 127,000.00 126,750.49
408979122 6/1/2021 566.55 55,120.00 55,022.73
408979127 5/1/2021 320.52 33,000.00 32,919.76
408979131 6/1/2021 182.57 16,800.00 16,774.92
408979132 5/1/2021 185.89 21,200.00 21,132.52
408979135 5/1/2021 588.13 53,204.00 53,115.80
408979136 5/1/2021 410.28 39,916.00 39,833.38
408979137 5/1/2021 822.83 80,000.00 79,834.82
408979138 6/1/2021 565.32 55,000.00 54,872.54
408979139 5/1/2021 792.5 90,382.00 90,094.41
408979141 4/29/2021 947.27 80,000.00 79,894.13
408979145 7/1/2021 1,212.86 118,000.00 117,827.37
408979147 8/1/2021 369.79 35,977.00 35,903.86
408979148 5/15/2021 190.37 19,990.00 19,946.24
408979150 6/1/2021 403.35 46,000.00 45,875.03
408979151 6/1/2021 847.63 78,000.00 77,650.08
408979154 6/1/2021 1,114.08 112,500.00 112,279.03
408979164 6/1/2021 251.79 26,460.00 26,396.88
408979166 4/27/2021 180.93 19,000.00 18,951.22
408979170 7/1/2021 609.8 59,328.00 59,231.12
408979172 5/1/2021 374.74 33,900.00 33,842.16
408979173 6/1/2021 565.83 55,050.00 54,935.37
408979176 6/1/2021 473.13 46,000.00 45,918.99
408979177 5/4/2021 1,034.67 118,000.00 117,679.48
408979178 6/1/2021 452.35 43,980.00 43,902.56
408979181 6/1/2021 676.04 77,100.00 76,890.59
408979182 5/1/2021 554.98 54,980.00 54,704.12
408979183 5/1/2021 499.58 52,500.00 52,364.97
408979186 6/1/2026 284.7 27,600.00 27,340.78
408979196 6/1/2021 1,152.64 108,000.00 107,829.78
408979197 6/1/2021 1,151.19 112,000.00 111,802.38
408979202 5/17/2021 862.07 73,000.00 72,916.96
408979203 5/1/2021 657.82 64,000.00 63,867.61
408979204 6/1/2021 1,148.45 108,000.00 107,827.89
408979205 6/1/2021 937.12 106,875.00 106,584.70
408979206 6/1/2021 657.54 69,100.00 68,948.37
408979207 6/1/2021 318.64 31,000.00 30,940.20
408979208 5/1/2021 379.25 35,280.00 35,216.14
408979210 5/1/2021 583.4 49,240.00 49,174.95
408979211 6/1/2026 979.94 95,000.00 94,325.02
408979213 5/1/2021 1,262.33 143,855.00 143,397.43
408979214 5/12/2021 419.95 37,990.00 37,936.32
408979215 6/1/2021 903.14 103,000.00 102,720.24
408979216 6/1/2021 275.62 28,600.00 28,438.76
408979217 6/1/2021 1,100.54 107,000.00 106,811.57
408979219 6/1/2021 1,141.89 120,000.00 119,736.70
408979226 6/1/2021 827.87 87,000.00 86,809.09
408979227 6/1/2021 442.48 46,500.00 46,397.99
408979228 6/1/2026 527.58 65,000.00 64,293.09
408979229 7/1/2021 1,126.75 134,000.00 133,665.16
408979232 6/1/2021 656.37 61,500.00 61,403.05
408979236 6/1/2021 1,100.81 134,400.00 133,969.37
408979238 6/1/2021 595.1 55,800.00 55,706.79
408979239 6/1/2021 644.97 60,000.00 59,907.47
408979244 6/1/2021 647.98 59,500.00 59,411.85
408979245 6/1/2021 379.24 43,250.00 43,132.48
408979247 6/1/2021 884.34 80,000.00 79,886.94
408979251 6/1/2021 498.44 52,380.00 52,255.46
408979252 6/1/2021 753.66 93,750.00 93,436.27
408979253 6/1/2021 475.92 49,000.00 48,898.38
408979254 7/1/2021 1,138.59 103,000.00 102,879.34
408979255 5/1/2021 1,079.40 118,000.00 117,349.02
408979260 6/1/2021 906.56 104,400.00 104,109.46
408979261 7/26/2021 1,397.87 136,000.00 135,841.64
408979263 6/1/2021 319.49 29,400.00 29,356.17
408979264 6/1/2021 633.16 61,600.00 61,491.28
408979265 5/5/2026 1,122.40 102,000.00 101,364.82
408979267 6/1/2021 517.97 59,072.00 58,911.52
408979268 7/1/2021 489.15 44,250.00 44,198.18
408979269 6/1/2021 315.44 26,700.00 26,669.62
408979270 6/1/2021 532.01 60,000.00 59,841.53
408979271 5/11/2021 261.44 26,400.00 26,348.14
408979272 6/1/2021 607.98 55,000.00 54,922.28
408979274 6/1/2021 1,282.29 116,000.00 115,836.08
408979276 6/1/2021 1,596.26 171,000.00 170,604.94
408979285 6/1/2021 337.1 35,400.00 35,115.52
408979291 7/1/2021 1,233.42 120,000.00 119,798.76
408979292 6/1/2021 524 50,980.00 50,890.03
408979293 6/1/2021 981.17 92,000.00 91,854.64
408979294 6/1/2021 261.98 25,000.00 24,958.33
408979295 6/1/2021 921.52 84,800.00 84,546.17
408979296 6/1/2021 974.55 93,000.00 92,744.02
408979297 6/1/2021 427.36 44,000.00 43,908.72
408979298 6/1/2021 1,572.60 153,000.00 152,634.80
408979299 6/1/2021 442.17 40,000.00 39,938.42
408979300 6/1/2021 377.04 43,000.00 42,860.40
408979301 6/1/2021 518.45 46,900.00 46,833.69
408979304 6/1/2021 276.16 29,000.00 28,935.60
408979306 7/1/2021 364.11 35,400.00 35,322.39
408979307 6/1/2021 568.62 64,800.00 64,624.34
408979309 6/1/2021 714.55 67,000.00 66,894.13
408979315 6/1/2021 319.13 32,250.00 32,184.77
408979316 6/1/2021 534.39 49,000.00 48,922.71
408979317 6/1/2021 309.28 29,000.00 28,954.20
408979320 6/1/2021 770.89 75,000.00 74,867.53
408979321 6/1/2021 315.68 29,600.00 29,552.38
408979323 6/1/2021 741.11 67,000.00 66,868.01
408979325 6/1/2021 975.41 139,500.00 138,869.01
408979326 6/1/2026 212.87 18,180.00 17,875.45
408979327 6/1/2021 905.12 88,000.00 87,845.00
408979328 6/1/2021 278.34 29,250.00 29,163.33
408979331 6/1/2021 397.57 38,680.00 38,604.33
408979333 7/1/2021 502.06 42,400.00 42,350.23
408979334 6/1/2021 851.18 77,000.00 76,891.16
408979336 6/1/2021 750.17 92,200.00 91,899.95
408979338 6/1/2021 639.32 62,200.00 62,090.25
408979339 6/1/2021 328.91 32,000.00 31,943.55
408979344 6/1/2021 651.62 65,800.00 65,637.64
408979345 6/1/2021 939.19 88,000.00 87,861.30
408979351 5/23/2021 841.75 85,000.00 84,833.04
408979356 6/1/2021 829.07 75,000.00 74,894.00
408979358 6/1/2021 462.85 45,000.00 44,920.71
408979359 6/1/2021 714.73 85,000.00 84,744.12
408979360 6/1/2021 319.71 27,000.00 26,969.51
408979362 6/1/2021 861.4 88,000.00 87,817.72
408979364 6/1/2021 458.49 52,800.00 52,648.02
408979367 6/1/2021 846.9 89,000.00 88,804.53
408979371 6/19/2021 745.19 72,500.00 72,387.42
408979372 6/1/2021 597.31 54,000.00 53,923.84
408979374 7/1/2021 919.54 106,800.00 106,465.65
408979375 8/1/2021 616.71 60,000.00 59,898.34
408979376 7/1/2021 916.43 89,160.00 89,029.55
408979378 7/1/2021 1,011.90 123,000.00 122,671.13
408979380 7/1/2021 907.8 95,400.00 95,226.37
408979382 7/1/2021 210.71 25,500.00 25,433.55
408979384 6/1/2021 812 79,000.00 78,855.42
408979385 7/1/2021 969.94 89,000.00 88,890.95
408979386 6/1/2021 787.67 79,600.00 79,443.30
408979387 6/1/2021 729.58 66,000.00 65,901.67
408979389 6/1/2021 390.79 40,000.00 39,918.35
408979391 7/1/2021 473.3 45,000.00 44,938.51
408979393 6/1/2026 359.92 50,000.00 48,537.91
408979397 7/1/2021 323.54 34,000.00 33,918.68
408979398 6/1/2021 299.42 29,000.00 28,949.48
408979399 7/1/2021 250.71 22,680.00 22,653.43
408979403 5/30/2021 959.11 81,000.00 80,908.65
408979410 6/1/2021 704.17 74,000.00 73,837.59
408979411 6/1/2021 959.11 99,800.00 99,581.38
408979415 8/1/2021 1,275.11 134,000.00 133,804.90
408979418 7/1/2021 570.4 51,600.00 51,528.26
408979420 6/1/2021 920.65 96,750.00 96,537.70
408979421 7/1/2021 234.5 21,200.00 21,059.32
408979423 6/1/2021 1,582.77 158,000.00 157,699.67
408979424 8/1/2021 785.33 77,800.00 77,694.36
408979425 6/1/2021 576.29 63,000.00 62,846.44
408979427 6/1/2021 1,153.96 104,324.00 104,176.85
408979428 7/1/2021 765 78,000.00 77,650.33
408979429 6/1/2021 529.08 55,600.00 55,477.98
408979431 6/1/2021 1,194.62 108,000.00 107,847.66
408979435 6/1/2021 875.45 92,000.00 91,798.13
408979439 7/1/2021 417.38 47,600.00 47,487.32
408979441 7/1/2021 450.99 39,400.00 39,358.72
408979442 6/1/2021 780.39 89,000.00 88,758.23
408979443 6/1/2021 625.48 69,800.00 69,620.59
408979444 8/1/2021 378.51 36,800.00 36,757.20
408979445 7/1/2021 312.5 31,580.00 31,528.41
408979447 6/1/2021 1,089.33 110,000.00 109,715.99
408979448 6/1/2021 776.4 72,800.00 72,685.01
408979450 7/1/2021 1,271.49 139,000.00 138,718.93
408979452 6/1/2021 358.88 34,892.20 34,758.42
408979453 8/1/2026 1,018.10 98,700.00 98,237.00
408979454 6/1/2021 331.84 30,000.00 29,957.69
408979455 7/1/2021 597.59 62,800.00 62,685.69
408979458 7/1/2021 534.48 52,000.00 51,923.94
408979459 7/1/2021 514.35 46,500.00 46,445.64
408979460 6/1/2021 822.28 80,000.00 79,858.82
408979461 7/1/2021 1,435.93 145,000.00 144,763.78
408979462 7/1/2021 541.66 49,000.00 48,942.59
408979463 7/1/2021 307.38 28,800.00 28,762.33
408979464 6/1/2021 203.4 18,400.00 18,363.47
408979467 6/1/2021 977.49 115,000.00 114,662.74
408979468 6/1/2021 377.01 31,820.00 31,784.15
408979470 8/1/2021 868.07 99,000.00 98,817.18
408979472 7/1/2021 349.85 32,780.00 32,737.15
408979473 6/7/2021 610.02 61,600.00 61,499.65
408979475 6/1/2021 859.28 82,000.00 81,861.20
408979476 7/1/2021 179.74 17,475.00 17,428.77
408979477 7/1/2021 275.47 26,800.00 26,655.83
408979480 7/1/2021 336.28 28,400.00 28,373.48
408979482 6/1/2021 361.86 38,000.00 37,916.77
408979484 6/1/2021 371.38 34,800.00 34,726.50
408979485 7/1/2021 303 27,410.00 27,363.53
408979489 8/1/2021 624.57 68,000.00 67,891.63
408979491 7/1/2021 639.97 67,200.00 67,077.90
408979492 7/1/2021 986.73 96,000.00 95,849.57
408979497 6/1/2021 521.76 47,200.00 47,050.74
408979499 6/1/2021 339.96 35,700.00 35,621.80
408979502 7/1/2021 786.3 76,500.00 76,388.09
408979505 6/8/2021 829.07 75,000.00 74,912.15
408979513 6/12/2021 520.9 52,600.00 52,514.29
408979514 7/1/2021 483.09 47,000.00 46,931.23
408979515 7/1/2021 516.94 47,400.00 47,342.08
408979516 7/1/2021 1,031.37 124,000.00 123,681.97
408979518 7/1/2021 1,274.53 124,000.00 123,813.54
408979523 8/1/2021 720.82 78,800.00 78,672.93
408979524 7/1/2021 838.05 88,000.00 87,840.19
408979525 6/1/2021 397.96 36,000.00 35,949.08
408979526 8/1/2021 366.17 38,480.00 38,424.21
408979527 7/1/2021 277.71 27,000.00 26,960.55
408979531 7/1/2021 789.78 74,000.00 73,903.28
408979534 8/1/2021 1,244.05 136,000.00 135,780.95
408979539 7/1/2021 396.16 36,080.00 36,026.39
408979540 7/1/2021 211.25 22,200.00 22,149.22
408979543 6/19/2021 687.25 60,000.00 59,937.35
408979544 7/1/2021 1,193.86 108,000.00 107,791.31
408979545 6/22/2026 399.2 44,400.00 44,062.12
408979547 8/1/2026 328.05 28,713.00 28,604.09
408979549 7/1/2021 298.38 34,000.00 33,919.15
408979550 7/1/2021 1,337.20 130,000.00 129,810.24
408979552 7/1/2021 1,096.75 131,000.00 130,669.21
408979555 7/1/2021 721.12 63,000.00 62,934.07
408979556 7/1/2021 267.24 26,000.00 25,961.96
408979557 7/1/2021 288.54 30,000.00 29,946.94
408979559 8/1/2021 641.36 67,400.00 67,302.31
408979561 8/1/2021 814.84 82,746.00 81,821.35
408979564 7/1/2021 317.87 33,380.00 33,314.29
408979566 8/1/2021 631.55 62,000.00 61,925.84
408979567 8/1/2021 304.68 34,000.00 33,942.21
408979569 8/1/2021 1,479.05 133,800.00 133,675.27
408979571 8/1/2021 497.44 45,000.00 44,958.07
408979572 8/1/2021 972.67 86,400.00 86,323.38
408979573 8/1/2021 599.15 56,180.00 56,121.46
408979576 7/1/2021 2,494.27 225,640.00 225,375.76
408979577 8/1/2021 500.59 60,058.00 59,935.83
408979579 8/1/2021 265.31 24,000.00 23,977.60
408979585 7/1/2021 995.95 110,000.00 109,771.54
408979586 7/1/2021 306.9 35,000.00 34,921.08
408979590 8/1/2021 927.78 97,500.00 97,353.71
408979591 6/15/2021 1,151.19 112,000.00 111,836.14
408979593 8/1/2021 457.94 41,400.00 41,361.48
408979597 8/1/2021 189.69 17,160.00 17,138.95
408979598 8/1/2021 370.15 35,000.00 34,952.48
408979599 8/1/2021 1,125.49 109,500.00 109,372.50
408979601 6/13/2021 657.82 64,000.00 63,906.38
408979602 7/1/2021 873.67 85,000.00 84,875.64
408979604 7/1/2021 873.67 85,000.00 84,875.64
408979605 8/1/2021 677.23 70,000.00 69,903.07
408979607 7/1/2021 297.36 26,900.00 26,868.49
408979608 7/1/2021 710.91 65,000.00 64,921.29
408979609 7/1/2026 134.69 14,200.00 14,101.85
408979610 8/1/2021 1,050.15 95,000.00 94,808.20
408979612 8/1/2021 385.33 43,000.00 42,926.25
408979613 8/1/2021 1,005.69 125,000.00 124,723.74
408979615 7/1/2021 241.56 20,400.00 20,379.16
408979618 7/3/2021 705.26 63,800.00 63,740.54
408979620 7/1/2021 247.41 26,000.00 25,952.62
408979621 7/1/2021 1,270.17 158,000.00 157,555.99
408979623 7/1/2021 1,487.88 152,000.00 151,744.14
408979629 8/1/2021 335.12 31,400.00 31,365.54
408979630 8/1/2021 442.17 40,000.00 39,962.72
408979631 8/1/2021 317.24 28,680.00 28,653.32
408979633 7/1/2021 641.15 58,000.00 57,932.04
408979634 8/1/2021 1,402.05 147,340.00 147,126.45
408979636 7/1/2021 1,375.23 133,797.00 133,601.25
408979638 8/1/2021 482.26 55,000.00 54,901.24
408979639 7/1/2021 339.39 31,800.00 31,758.45
408979641 7/1/2021 1,225.76 134,000.00 133,728.99
408979643 8/1/2026 1,022.23 106,000.00 105,433.86
408979648 8/1/2021 338.9 28,239.00 27,994.69
408979649 7/26/2021 733.59 83,600.00 83,445.17
408979650 8/1/2021 401.13 39,000.00 38,954.68
408979653 8/1/2021 237.9 25,000.00 24,963.74
408979654 8/1/2021 757.06 75,000.00 74,907.92
408979655 8/1/2021 864.86 121,599.00 121,247.11
408979659 7/1/2021 605.69 57,800.00 57,720.14
408979660 8/1/2021 215.7 19,500.00 19,481.55
408979661 8/1/2026 649.83 55,500.00 55,290.52
408979663 8/1/2021 616.71 60,000.00 59,930.12
408979665 8/1/2026 242.09 22,000.00 21,902.73
408979667 8/1/2021 395.14 50,000.00 49,682.97
408979668 7/1/2021 1,082.20 101,400.00 101,267.52
408979669 8/1/2021 397.71 39,400.00 39,249.15
408979671 8/1/2021 911.61 95,800.00 95,659.56
408979672 8/1/2021 808.84 85,000.00 84,876.80
408979673 8/1/2016 1,498.41 102,000.00 100,256.62
408979674 8/1/2021 524.35 59,800.00 59,692.61
408979682 8/1/2021 498.96 68,000.00 67,814.61
408979683 8/1/2021 533.12 60,800.00 60,690.81
408979684 8/1/2021 1,061.21 96,000.00 95,910.52
408979685 8/1/2021 352.09 37,000.00 36,936.25
408979686 7/1/2021 1,030.25 93,200.00 93,090.87
408979687 8/1/2021 595.25 81,820.00 81,589.10
408979688 7/1/2021 286.16 25,000.00 24,972.98
408979691 7/1/2021 1,593.16 155,000.00 154,773.25
408979693 7/1/2021 493.37 48,000.00 47,929.75
408979694 7/1/2021 799.67 77,800.00 77,686.16
408979696 7/1/2021 1,299.40 124,000.00 123,823.64
408979697 8/1/2021 487.56 53,300.00 53,214.14
408979699 7/1/2021 717.44 69,800.00 68,982.80
408979701 7/1/2021 1,483.46 149,800.00 149,550.92
408979702 8/1/2021 451.21 44,700.00 44,641.91
408979703 8/1/2026 838.24 93,500.00 92,785.84
408979704 8/1/2021 960.57 96,998.00 96,872.18
408979705 7/1/2021 1,237.28 141,000.00 140,682.77
408979706 8/1/2021 637.81 62,053.00 61,980.74
408979709 8/1/2021 323.44 31,800.00 31,761.77
408979710 8/1/2021 706.59 70,000.00 69,914.06
408979714 7/1/2021 1,066.37 119,000.00 118,643.56
408979716 7/1/2021 990.3 100,000.00 99,837.08
408979722 7/1/2021 292.79 28,485.00 28,443.29
408979724 8/1/2021 775.51 72,716.00 72,640.19
408979725 8/1/2021 897.08 111,500.00 111,253.56
408979726 8/1/2021 913.32 95,980.00 95,840.90
408979730 7/1/2021 540 59,100.00 58,980.10
408979731 7/28/2021 853.11 83,000.00 82,896.47
408979732 8/1/2021 1,251.98 157,000.00 156,440.57
408979737 8/1/2021 1,083.31 98,000.00 97,875.49
408979738 8/1/2021 747.94 78,600.00 78,486.07
408979739 8/1/2021 517.81 56,607.00 56,510.77
408979741 7/1/2021 362.61 34,000.00 33,955.44
408979743 7/1/2021 493.27 47,990.00 47,890.15
408979745 8/1/2026 850.05 72,600.00 72,339.18
408979746 8/1/2021 1,060.05 111,400.00 111,228.51
408979747 7/1/2021 563.77 51,000.00 50,301.98
408979749 7/1/2021 451.53 40,846.20 40,798.33
408979751 8/1/2021 718.53 65,000.00 64,934.35
408979753 7/20/2021 544.47 54,980.00 54,908.66
408979756 7/1/2021 378.39 45,000.00 44,868.01
408979757 7/1/2021 523.18 54,980.00 54,852.36
408979758 8/1/2021 333.25 32,400.00 32,362.33
408979759 8/1/2021 806.15 83,000.00 82,886.32
408979761 7/12/2021 378.39 45,000.00 44,910.38
408979762 8/1/2021 424.76 38,400.00 38,364.26
408979763 8/1/2021 408.32 37,200.00 37,164.52
408979764 8/1/2021 501.25 47,000.00 46,950.23
408979771 7/1/2021 277.7 26,500.00 26,463.36
408979772 8/1/2021 284.65 34,600.00 34,527.40
408979774 8/1/2021 534.95 58,600.00 58,505.08
408979775 7/1/2021 1,525.48 138,000.00 137,838.39
408979776 8/1/2021 221.09 20,000.00 19,979.47
408979777 8/1/2021 276.22 28,972.00 28,925.15
408979784 8/1/2021 402.08 37,000.00 36,963.61
408979785 8/1/2021 1,144.78 115,600.00 115,450.07
408979786 8/1/2021 657.63 75,000.00 74,865.32
408979787 7/1/2021 252.2 22,800.00 22,772.70
408979790 7/1/2021 532.88 56,000.00 55,661.72
408979794 8/1/2021 840.72 90,000.00 88,914.34
408979795 8/1/2021 964.8 97,500.00 97,373.24
408979796 8/1/2021 336.44 34,000.00 33,955.81
408979797 7/12/2021 386.89 35,000.00 34,668.17
408979798 8/1/2026 383.43 45,000.00 44,700.72
408979799 8/1/2021 773.58 69,980.00 69,914.76
408979802 8/1/2021 512.66 48,035.00 47,985.05
408979804 8/1/2026 863.68 96,000.00 95,418.46
408979805 8/1/2021 928.13 84,800.00 84,708.34
408979806 8/1/2021 532.88 56,000.00 55,918.84
408979807 8/1/2021 328.93 31,980.00 31,942.82
408979810 8/1/2021 523.37 55,000.00 54,915.23
408979812 8/1/2021 493.16 47,980.00 47,924.12
408979813 7/1/2021 543.47 61,980.00 61,840.25
408979815 8/1/2021 536.83 49,400.00 49,351.42
408979816 8/1/2021 457.65 41,400.00 41,350.79
408979818 8/1/2021 698.84 59,980.00 59,932.92
408979819 7/1/2021 493.74 48,000.00 47,897.98
408979820 7/1/2021 333.05 35,000.00 34,936.30
408979822 8/1/2021 295.77 26,000.00 25,960.69
408979823 8/1/2021 608.21 60,000.00 59,357.99
408979824 8/1/2021 1,103.21 99,800.00 99,706.22
408979825 7/1/2021 175.29 17,700.00 17,671.12
408979826 8/1/2021 479.92 45,000.00 44,953.08
408979829 8/1/2021 510.49 46,180.00 46,120.58
408979830 8/1/2021 754.44 73,400.00 73,314.53
408979833 8/1/2021 333.03 32,400.00 32,362.24
408979835 8/1/2021 1,370.39 123,970.00 123,854.49
408979836 8/1/2021 585.73 66,800.00 66,680.02
408979839 8/1/2021 518.92 52,400.00 52,332.02
408979840 8/1/2021 298.08 29,000.00 28,966.22
408979842 7/31/2021 1,122.00 101,500.00 101,349.33
408979843 8/1/2021 585.05 68,096.00 67,967.36
408979844 8/1/2021 706.32 84,000.00 83,686.97
408979847 8/1/2021 1,200.48 123,600.00 123,430.72
408979850 8/1/2021 400.86 39,000.00 38,954.59
408979851 8/1/2021 707.34 67,500.00 65,394.13
408979852 8/1/2021 333.05 35,000.00 34,949.27
408979855 8/1/2021 686.09 66,750.00 66,662.15
408979862 8/1/2021 1,026.83 110,000.00 109,779.85
408979863 8/1/2021 562.86 59,150.00 59,052.68
408979864 8/1/2021 1,499.39 171,000.00 170,692.94
408979865 7/11/2021 491.31 47,800.00 47,743.66
408979866 8/1/2021 1,437.05 130,000.00 129,878.85
408979867 8/1/2021 427.99 42,400.00 42,258.61
408979868 8/1/2026 549.11 55,000.00 54,724.98
408979869 8/1/2021 385.3 29,300.00 29,098.29
408979872 7/28/2021 1,275.11 134,000.00 133,805.79
408979873 8/1/2021 437.26 41,000.00 40,957.26
408979874 8/1/2021 247.31 24,500.00 24,461.29
408979876 7/14/2021 873.29 79,000.00 78,926.35
408979877 8/1/2021 252.17 26,500.00 26,461.58
408979879 8/1/2021 316.3 25,000.00 24,815.07
408979880 8/1/2021 384.05 39,000.00 38,564.20
408979881 8/1/2021 328.38 30,000.00 29,710.29
408979883 8/1/2021 393.53 35,600.00 35,540.57
408979887 8/1/2021 299.75 31,500.00 31,454.33
408979888 8/1/2021 744.16 72,400.00 72,315.70
408979892 8/1/2021 516.71 54,300.00 54,221.28
408979893 8/1/2021 321.52 33,000.00 32,955.19
408979894 8/1/2021 402.74 33,000.00 32,977.92
408979896 8/1/2021 1,419.46 133,000.00 132,861.68
408979898 8/1/2021 546.09 65,000.00 64,870.28
408979899 8/1/2021 399.95 36,180.00 36,146.16
408979900 8/1/2021 549.04 53,380.00 53,317.94
408979901 8/1/2021 1,634.64 168,300.00 168,069.47
408979902 8/1/2021 475.67 52,000.00 51,911.19
408979904 8/1/2026 349.55 39,200.00 38,907.99
408979909 8/1/2021 356.28 35,980.00 35,933.33
408979910 8/1/2021 229.21 22,300.00 22,274.03
408979912 8/1/2021 292.61 30,750.00 30,705.43
408979913 8/1/2021 1,107.34 105,672.00 105,555.81
408979915 8/1/2021 659.21 82,000.00 81,818.40
408979916 8/1/2021 479.65 43,980.00 43,937.20
408979919 8/1/2021 452.26 44,000.00 43,948.73
408979920 8/1/2021 671.72 74,500.00 73,555.59
408979922 8/1/2021 231.98 27,000.00 26,948.97
408979924 8/1/2021 543.56 58,000.00 57,912.39
408979928 8/1/2021 704.72 74,000.00 73,892.99
408979931 8/1/2021 589.75 64,000.00 63,839.89
408979932 8/1/2021 794.07 82,400.00 82,127.32
408979935 8/1/2021 464.69 50,800.00 50,718.18
408979936 8/1/2021 561.43 59,000.00 58,913.31
408979939 8/1/2021 443.28 40,100.00 40,049.01
408979940 7/26/2021 424.4 40,500.00 40,455.26
408979943 8/1/2021 341.52 39,750.00 39,674.89
408979945 8/1/2026 594.68 65,369.00 64,980.39
408979946 8/1/2021 561.43 59,000.00 58,914.48
408979947 8/1/2021 221.23 20,000.00 19,949.76
408979950 8/1/2021 359.75 35,000.00 34,959.23
408979951 8/1/2021 395.74 35,800.00 35,727.40
408979952 7/28/2021 799.7 83,980.00 83,858.54
408979953 8/1/2021 574.15 51,000.00 50,918.92
408979956 8/1/2026 458.62 41,000.00 40,837.21
408979959 8/1/2021 630.02 60,000.00 59,391.88
408979960 8/1/2021 629.69 59,000.00 58,918.32
408979961 8/1/2021 285.85 32,600.00 32,420.39
408979963 8/1/2021 519.74 58,000.00 57,901.46
408979967 8/1/2021 171.28 22,275.00 22,211.71
408979968 8/1/2021 849.49 96,800.00 96,626.56
408979969 8/1/2021 402.08 37,000.00 36,959.78
408979970 8/1/2026 390.38 34,900.00 34,761.46
408979971 8/1/2021 757.76 71,000.00 70,926.14
408979972 8/1/2021 395.74 35,800.00 35,766.65
408979973 8/1/2021 1,271.24 115,000.00 114,892.82
408979974 8/1/2021 564.87 51,980.00 51,923.86
408979975 8/1/2021 447.97 52,100.00 52,001.72
408979976 8/1/2021 545.18 53,400.00 53,336.55
408979978 8/1/2021 391.1 35,380.00 35,341.97
408979979 8/1/2021 446.59 40,400.00 40,358.83
408979980 8/1/2021 467.67 45,500.00 45,447.02
408979982 7/27/2021 894.23 87,000.00 86,898.68
408979983 8/1/2021 328.91 32,000.00 31,962.74
408979985 8/1/2021 685.62 72,000.00 71,895.86
408979986 8/1/2021 350.42 34,092.00 34,052.28
408979988 8/1/2021 575.6 56,000.00 55,929.71
408979989 8/1/2021 1,086.26 106,000.00 105,865.35
408979991 8/1/2021 329.14 32,000.00 31,962.78
408979992 8/1/2021 453.41 56,400.00 56,173.59
408979993 8/1/2021 584.28 59,000.00 58,923.46
408979994 8/1/2021 879.82 94,251.00 94,107.12
408979995 8/1/2026 510.2 61,000.00 59,907.65
408979997 8/1/2021 737.47 77,499.60 77,387.26
408979998 8/1/2021 409.69 37,700.00 37,662.91
408980000 8/1/2021 1,369.64 128,800.00 128,654.44
408980002 8/1/2021 294.05 26,600.00 26,575.17
408980003 8/1/2021 534.48 52,000.00 51,939.46
408980004 8/1/2021 777.53 85,000.00 84,863.10
408980006 8/1/2021 256.97 25,000.00 24,958.55
408980007 8/1/2021 561.18 64,000.00 63,806.76
408980009 8/1/2021 382.48 34,600.00 34,567.73
408980016 8/1/2021 296.65 28,050.00 28,005.17
408980019 8/1/2021 256.4 25,400.00 25,368.78
408980020 8/1/2021 1,320.35 126,000.00 125,861.49
408980022 8/1/2021 414.54 37,500.00 37,465.03
408980023 8/1/2021 357.51 33,500.00 33,465.14
408980024 8/1/2021 570.85 59,990.00 58,970.58
408980027 8/1/2021 438.42 50,000.00 49,910.21
408980028 8/1/2021 710.88 60,000.00 59,940.44
408980029 8/1/2021 373.55 35,000.00 34,963.57
408980030 8/1/2021 432.02 42,000.00 41,951.20
408980031 8/1/2021 307.4 35,400.00 35,334.85
408980032 8/1/2021 211.88 20,600.00 20,565.94
408980033 8/1/2021 398.21 36,000.00 35,966.50
408980034 8/1/2021 663.26 60,000.00 59,944.06
408980035 8/1/2021 260.88 23,600.00 23,538.03
408980036 8/1/2021 332.78 34,600.00 34,551.29
408980038 8/1/2021 505.05 51,000.00 50,933.86
408980040 8/1/2021 751.69 68,000.00 67,936.62
408980043 8/1/2021 557.22 54,600.00 54,535.04
408980045 8/1/2021 212.97 23,300.00 23,262.36
408980046 8/1/2021 364.06 39,000.00 38,940.46
408980048 8/1/2021 513.93 50,000.00 49,941.75
408980051 8/1/2021 553.07 50,000.00 49,953.48
408980053 8/1/2021 359.75 35,000.00 34,959.23
408980054 8/1/2021 1,373.20 133,600.00 133,444.44
408980055 8/1/2021 235.89 22,950.00 22,923.28
408980056 8/1/2021 886.07 90,520.00 90,398.69
408980057 8/1/2021 511.2 58,300.00 58,195.30
408980058 8/1/2021 528.78 53,400.00 53,330.72
408980060 8/1/2021 276.31 32,860.00 32,794.54
408980061 8/1/2021 510.9 51,000.00 50,935.97
408980062 8/1/2021 990.49 135,000.00 134,633.95
408980064 8/1/2021 703.05 63,600.00 63,540.72
408980065 8/1/2021 1,083.84 113,900.00 113,734.93
408980066 8/1/2021 641.38 62,400.00 62,326.70
408980067 8/1/2021 327.65 30,700.00 30,668.07
408980068 8/1/2021 596.15 58,000.00 57,902.36
408980069 8/1/2021 386.07 36,200.00 36,162.26
408980070 7/19/2026 434.63 37,100.00 36,966.88
408980071 8/1/2021 363.5 38,200.00 38,144.64
408980072 8/1/2021 696.4 62,998.00 62,934.21
408980073 8/1/2021 493.7 48,000.00 47,926.07
408980075 8/1/2021 369.69 32,000.00 31,974.13
408980076 8/1/2026 427.2 38,800.00 38,640.71
408980077 8/1/2021 625.04 71,980.00 71,847.57
408980079 7/25/2021 1,247.81 121,400.00 121,258.61
408980080 8/1/2021 1,065.76 112,000.00 111,837.62
408980081 7/28/2021 1,149.97 104,030.00 103,933.06
408980082 8/1/2021 311.02 34,000.00 33,945.20
408980083 8/1/2021 575.6 56,000.00 55,924.66
408980084 8/1/2026 511.98 59,000.00 58,616.45
408980085 8/1/2026 451.91 40,400.00 40,239.59
408980087 8/1/2021 454.4 39,000.00 38,967.54
408980088 8/1/2021 840.66 76,000.00 75,929.30
408980089 8/1/2021 455.18 47,800.00 47,720.75
408980090 8/1/2021 719.01 82,000.00 81,852.73
408980092 8/1/2021 227.77 23,000.00 22,970.17
408980094 8/1/2021 705.63 63,833.00 63,773.48
408980095 8/1/2021 1,387.72 122,000.00 121,896.33
408980096 8/1/2026 629.43 57,200.00 56,963.72
408980097 8/1/2021 530.68 51,980.00 51,908.15
408980098 8/1/2021 1,069.36 110,100.00 109,945.96
408980102 8/1/2021 852.61 89,600.00 89,470.14
408980106 8/1/2021 1,310.16 132,300.00 132,128.41
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408980108 8/1/2021 594.26 60,008.00 59,930.16
408980110 8/1/2021 729.58 66,000.00 65,938.49
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408980112 8/1/2021 461.8 39,000.00 38,942.79
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408980117 8/1/2021 386.47 37,600.00 37,555.67
408980120 8/1/2021 525.3 61,800.00 60,658.32
408980121 8/1/2021 314.52 30,600.00 30,564.38
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408980131 8/1/2021 1,378.24 134,000.00 133,844.28
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408980139 8/1/2021 589.79 61,980.00 61,890.15
408980140 8/1/2021 575.23 52,000.00 51,951.62
408980141 8/1/2026 403.84 35,000.00 34,870.10
408980143 8/1/2021 738 71,800.00 71,677.80
408980144 8/1/2021 455.13 44,250.00 44,198.57
408980145 8/1/2021 684.23 74,800.00 74,679.51
408980146 8/1/2021 203.55 21,390.00 21,358.97
408980147 8/1/2021 351.76 34,200.00 34,160.24
408980148 8/1/2021 918.65 83,104.00 83,026.56
408980149 8/1/2021 493.27 51,800.00 51,720.01
408980150 8/1/2021 1,461.76 159,800.00 159,542.60
408980151 8/1/2021 751.27 100,000.00 99,742.28
408980152 8/1/2021 588.25 61,819.00 61,729.42
408980154 8/1/2021 531.01 66,000.00 65,854.11
408980156 8/1/2021 367.61 47,808.00 47,690.88
408980157 8/1/2021 683.06 77,900.00 77,760.10
408980160 8/1/2021 434.05 42,200.00 42,149.94
408980163 8/1/2021 156.04 18,100.00 18,066.10
408980165 8/1/2021 661.34 69,500.00 69,399.29
408980166 8/1/2021 760.61 74,000.00 73,903.71
408980167 8/1/2021 278.36 29,252.00 29,209.58
408980168 8/1/2021 305.14 34,800.00 34,737.50
408980169 8/1/2021 744.72 73,000.00 72,913.08
408980170 8/1/2021 573.93 58,000.00 57,367.80
408980171 8/1/2021 823.11 86,500.00 86,331.45
408980173 8/1/2021 782.34 79,000.00 78,897.51
408980174 8/1/2021 374.23 35,090.00 35,053.42
408980176 8/1/2021 588.59 60,600.00 60,516.98
408980177 8/1/2021 676.36 74,000.00 73,856.90
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408980181 8/1/2021 399.66 42,000.00 41,939.12
408980185 8/1/2021 125 13,500.00 13,478.93
408980186 8/1/2021 427.36 44,000.00 43,934.67
408980187 8/1/2026 338.24 28,872.00 28,574.08
408980188 8/1/2021 266.42 22,500.00 22,431.51
408980192 8/1/2021 949.5 97,000.00 96,870.01
408980194 8/1/2021 299.72 36,240.00 36,164.90
408980196 8/1/2021 707.47 64,000.00 63,940.36
408980197 8/1/2021 364.77 43,380.00 43,275.37
408980199 8/1/2021 688.63 70,900.00 70,779.81
408980200 8/1/2021 624.47 65,625.00 65,150.92
408980201 8/1/2021 538.59 52,400.00 52,338.98
408980202 8/1/2016 310.43 23,500.00 23,035.07
408980204 8/1/2021 955.09 86,400.00 86,319.47
408980205 8/1/2021 323.54 34,000.00 33,950.70
408980206 8/1/2021 321.22 37,790.00 37,700.62
408980207 7/28/2021 770.97 69,700.00 69,635.18
408980208 8/1/2021 580.88 61,000.00 60,906.71
408980209 8/1/2021 518.39 55,000.00 54,918.17
408980211 8/1/2021 406.58 36,780.00 36,745.70
408980215 8/1/2021 280.83 28,000.00 27,964.97
408980217 8/1/2021 850.53 97,000.00 96,824.36
408980219 8/1/2021 262.64 27,600.00 27,559.98
408980220 8/1/2021 634.92 57,400.00 57,346.60
408980221 8/1/2021 102.79 10,000.00 9,952.59
408980222 8/1/2021 429.93 41,800.00 41,751.42
408998344 6/1/2021 372.36 46,800.00 46,639.65
408998346 7/1/2036 413.08 46,580.00 46,477.99
408998348 4/1/2021 521.16 61,980.00 61,729.18
408998364 8/1/2021 847.9 84,000.00 83,896.90
408998373 8/1/2021 317.55 38,600.00 38,435.31
408998376 9/1/2036 249.15 29,000.00 28,959.10
409015840 6/1/2021 491.99 61,200.00 60,995.19
409015912 3/29/2026 1,048.01 90,000.00 89,331.14
409015913 6/30/2026 1,101.93 104,000.00 102,426.33
409015916 7/12/2026 966.02 104,000.00 103,253.23
409015917 6/17/2026 701.57 61,750.00 61,449.85
409015919 7/28/2026 341.24 35,000.00 34,863.24
409015924 7/27/2026 416.99 40,134.00 39,927.40
409015925 7/21/2026 251.68 27,000.00 26,846.47
409015926 8/10/2026 1,032.19 100,000.00 99,650.25
409015927 8/1/2026 1,173.76 112,600.00 112,082.75
409015928 8/2/2026 577.73 54,000.00 53,713.03
409015929 8/11/2026 727.32 66,900.00 66,598.86
409015930 8/2/2026 374.46 35,000.00 34,589.02
409030015 6/1/2036 1,745.76 178,000.00 177,640.76
409030016 6/1/2021 703.36 81,000.00 80,774.62
409030020 7/1/2021 1,105.91 113,000.00 112,944.04
409030022 7/1/2036 529.64 49,400.00 49,354.90
409030030 7/1/2021 380.27 42,000.00 41,912.78
409030033 8/1/2036 210.26 22,300.00 22,251.75
409030035 8/1/2021 498.31 58,000.00 57,890.44
409030036 8/1/2021 1,255.38 128,000.00 127,829.40
409030038 9/1/2021 896 102,100.00 101,963.37
409039395 8/1/2036 508.67 65,400.00 65,243.88
409055782 7/1/2026 675.54 73,550.00 73,367.91
409101756 7/1/2021 464.42 60,400.00 60,214.45
409101757 7/1/2021 286.75 32,000.00 31,931.76
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409165846 7/1/2036 178.21 14,553.00 14,539.86
409165847 7/1/2036 219.14 28,500.00 28,412.45
409165848 6/1/2021 357.06 38,250.00 38,161.63
409165849 9/1/2021 1,709.78 148,000.00 147,910.91
409165851 9/1/2021 750.87 71,000.00 70,943.37
409165852 8/1/2036 282 24,000.00 23,981.69
409165853 7/1/2021 323.01 32,000.00 31,624.40
409165855 9/1/2021 470.23 38,400.00 38,381.08
409165856 9/1/2021 666.77 54,450.00 52,233.69
409165858 9/1/2021 673.26 54,980.00 54,952.91
409165864 9/1/2021 1,037.81 84,750.00 84,708.26
409165868 9/1/2021 204.11 19,125.00 19,110.18
409165869 9/1/2036 855.63 97,500.00 97,369.53
409165871 9/1/2021 1,294.32 113,000.00 112,930.01
409165873 9/1/2036 955.81 88,750.00 88,683.04
409165879 9/1/2036 456.83 44,000.00 43,962.88
409165880 9/1/2021 523 47,700.00 47,665.98
409165882 9/1/2021 366.13 45,000.00 44,927.63
409165884 9/1/2036 1,910.31 156,000.00 155,923.14
409165887 9/1/2021 494.75 53,000.00 52,939.58
409165889 9/1/2036 1,959.29 160,000.00 159,921.18
409165891 9/1/2036 223.91 18,285.00 18,275.81
409165892 9/1/2036 232.72 23,500.00 23,477.25
409165893 9/1/2036 885.49 76,000.00 75,955.53
409165895 9/1/2036 567.04 66,000.00 64,915.93
409165897 9/1/2036 956.44 81,400.00 81,353.71
409165899 9/1/2021 264.94 26,000.00 25,876.83
409165900 9/1/2021 760.77 72,600.00 72,540.45
409165901 9/1/2021 651.35 62,158.00 62,107.02
409165902 9/1/2021 1,282.67 119,100.00 119,010.14
409165904 9/1/2021 1,234.34 120,000.00 119,895.95
409165905 9/1/2021 943.11 90,000.00 89,926.17
409165907 9/1/2021 540.6 58,500.00 58,431.51
409165908 9/1/2036 648.77 52,980.00 52,953.90
409165909 9/1/2021 1,112.87 106,200.00 106,112.88
409165910 9/1/2021 1,609.52 145,500.00 145,399.11
409165912 9/1/2021 652.66 59,000.00 58,959.08
409165913 9/1/2036 713.86 67,500.00 67,446.15
409165915 9/1/2036 302.42 35,200.00 35,150.34
409165916 9/1/2021 1,229.29 104,622.00 103,321.69
409165917 9/1/2021 2,446.66 199,800.00 199,701.59
409165919 9/1/2021 184.29 21,000.00 20,971.89
409165920 9/1/2036 433.51 46,440.00 46,386.08
409165921 9/1/2036 784.96 83,250.00 83,157.65
409165925 9/1/2021 1,087.56 127,950.00 127,764.64
409165926 9/1/2036 737.89 62,800.00 62,764.30
409165927 9/1/2021 539.78 70,200.00 70,071.51
409165929 9/1/2036 267.74 22,980.00 22,966.56
409165930 9/1/2036 507.63 48,000.00 47,961.72
409165931 9/1/2021 341.52 34,822.00 34,787.37
409165932 9/1/2021 663.71 71,100.00 71,018.97
409192787 8/1/2021 317.69 44,200.00 44,200.00
409217292 7/1/2021 270.71 29,000.00 28,944.43
409217293 7/1/2021 1,444.58 190,500.00 189,896.56
409217295 9/1/2021 551.88 62,940.00 62,855.59
409217297 9/1/2021 248.89 22,500.00 22,459.41
409278089 9/1/2021 524.48 60,400.00 60,317.01
409278090 9/1/2036 1,182.69 116,064.00 114,717.71
409278091 9/1/2021 627.18 73,000.00 72,897.01
409331016 8/1/2021 634.92 62,900.00 62,822.76
409331017 8/1/2021 405.2 55,485.00 55,333.06
409331018 8/1/2021 455.43 41,200.00 41,161.62
409331019 8/1/2021 840.33 74,000.00 73,936.80
409331020 8/1/2021 355.34 33,600.00 33,561.40
409331023 8/1/2021 497.94 40,400.00 40,086.72
409331026 9/1/2036 297.5 35,000.00 34,949.28
409331028 9/1/2021 209.68 18,150.00 18,138.75
409331029 9/1/2021 789.85 100,400.00 100,225.43
409331032 9/1/2021 894.84 78,800.00 78,749.80
409331033 10/1/2026 311.17 34,000.00 33,900.88
409331035 9/1/2021 167.4 15,000.00 14,989.88
409331038 9/1/2021 289.77 27,400.00 27,368.15
409331039 9/1/2021 1,378.64 140,000.00 138,830.85
409331041 9/1/2021 1,449.06 157,520.00 156,061.26
409331043 9/1/2021 252.21 22,600.00 22,584.77
409331045 10/1/2021 746.96 74,000.00 73,955.02
409331049 9/1/2026 465.65 38,000.00 37,908.26
409331050 9/1/2021 544.72 47,968.00 47,937.43
409331052 9/1/2021 1,241.57 123,000.00 122,887.32
409331054 9/1/2021 147.31 13,200.00 13,191.10
409331056 9/1/2021 794.91 70,000.00 69,939.96
409331057 10/1/2021 356.95 34,380.00 34,360.76
409829658 5/1/2023 356.12 32,600.00 30,729.09
409829691 6/1/2018 472.82 46,400.00 45,693.29
409829708 6/10/2018 358.6 33,600.00 33,141.11
409829721 7/1/2023 359.46 30,700.00 29,275.60
409829734 7/1/2018 1,140.81 103,128.00 101,918.42
409829765 6/1/2018 125.94 18,011.00 15,638.62
409829776 5/1/2018 218.82 24,675.00 24,113.14
409829780 5/1/2018 79.57 10,000.00 9,380.97
409829781 5/1/2018 331.49 26,200.00 23,607.36
409829793 7/1/2018 271.61 24,400.00 21,667.61
409829795 7/1/2018 205.89 20,600.00 17,936.79
409829803 6/1/2018 122.28 12,000.00 10,348.72
409829813 6/1/2018 232.31 21,000.00 20,744.95
409829814 5/1/2018 229.06 29,450.00 28,577.53
409829817 6/1/2018 499.91 48,600.00 47,843.10
409829823 6/1/2018 693.72 65,000.00 63,980.05
409829833 6/1/2018 354.54 32,050.00 22,107.67
409829840 7/1/2018 137.76 19,000.00 18,387.29
409829842 6/1/2018 159.6 14,438.00 12,748.72
409829849 6/1/2018 164.47 15,000.00 4,832.46
409829851 7/1/2018 174.83 18,000.00 17,226.42
409829865 6/1/2018 272.15 25,500.00 25,157.86
409829867 7/1/2018 193.47 21,150.00 10,987.33
409829870 6/1/2018 139.53 11,100.00 10,022.79
409829881 7/1/2033 122.08 11,650.00 11,490.48
409829886 6/1/2018 163.05 16,000.00 13,983.80
409829890 7/1/2018 102.58 13,815.00 10,982.96
409829898 7/1/2018 1,580.98 186,000.00 180,367.91
409829902 7/1/2033 472.98 56,250.00 54,853.99
409829912 5/12/2018 1,208.22 100,000.00 89,714.90
409829913 6/1/2023 319.31 29,000.00 27,479.40
409829915 7/1/2018 82.27 10,000.00 9,746.37
409829920 4/1/2018 148.23 13,400.00 12,886.57
409829924 4/1/2018 167.18 13,300.00 11,705.15
409829926 7/1/2018 341.51 39,750.00 38,833.82
409829935 7/1/2023 178.93 21,000.00 18,810.96
409829964 7/1/2018 246.51 20,000.00 17,964.31
409829966 7/1/2018 103.84 13,200.00 12,838.69
409829967 7/1/2018 307.84 34,000.00 33,320.44
409829970 7/1/2018 170.51 24,995.00 24,068.24
409829995 6/1/2018 278.48 35,000.00 31,882.57
409830001 7/1/2033 148.49 17,100.00 16,479.02
409830005 7/1/2018 90.51 10,100.00 9,823.35
409830025 7/1/2023 176.1 15,500.00 14,720.44
409830038 8/1/2033 176.27 20,300.00 19,865.46
409830046 8/1/2018 997.73 124,000.00 118,813.51
409830067 8/1/2018 274.42 25,000.00 21,739.69
409830079 8/1/2033 416.81 48,000.00 46,971.84
409830094 9/1/2018 200.36 18,645.00 16,581.96
409830098 10/1/2018 91.93 11,425.00 11,151.69
409830103 9/1/2018 336.27 33,000.00 32,540.71
409830105 9/1/2018 187.84 17,600.00 17,384.53
409830108 10/1/2018 226.18 21,193.00 20,941.90
409830120 10/1/2018 131.4 17,490.00 16,991.65
409830121 10/1/2033 187.18 23,793.00 23,196.04
409830164 4/1/2018 175.09 18,400.00 17,046.13
409830200 5/1/2018 147.71 15,000.00 12,924.19
409830265 4/1/2023 245.5 26,900.00 24,752.07
500858626 9/1/2026 195.73 21,600.00 21,503.48
500858627 9/1/2026 179.27 18,450.00 18,375.28
500858628 9/1/2021 266.28 26,400.00 26,375.76
500858629 9/1/2021 249 27,000.00 26,968.22
500858630 9/1/2021 295.94 31,960.00 31,922.80
500858632 9/1/2021 355.09 40,980.00 40,923.40
500858633 9/1/2021 579.15 51,000.00 50,967.51
500858637 9/1/2021 240.64 25,800.00 25,767.33
500858638 9/1/2021 381.39 38,000.00 37,963.38
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700422693 10/1/2021 248.17 20,600.00 20,592.87
700422694 11/1/2036 369.64 40,000.00 39,984.53
700422714 10/1/2026 196.83 15,600.00 15,576.70
700422718 10/1/2021 662.35 65,000.00 64,961.57
700423148 10/1/2021 564.16 51,000.00 50,976.55
700423215 10/1/2021 599.9 60,000.00 59,962.52
700423252 10/1/2021 1,148.74 116,000.00 115,925.50
700423345 10/1/2021 813.16 79,800.00 79,752.83
700423416 10/1/2021 340.21 33,075.00 33,055.99
700423420 10/1/2021 304.73 29,625.00 29,607.96
700423445 10/1/2021 340.52 38,000.00 37,967.99
700423513 10/1/2021 259.96 26,000.00 25,983.76
700423536 10/1/2021 1,099.87 104,000.00 102,834.41
700423549 10/1/2021 215.92 22,900.00 22,883.15
700423740 10/1/2021 153.6 12,750.00 12,745.59
700423758 10/1/2021 293.37 29,625.00 29,605.99
700423836 10/1/2021 1,206.08 110,000.00 109,947.98
700423995 10/1/2021 237.93 19,750.00 19,743.16
700424008 10/1/2021 708.57 67,000.00 66,964.56
700424042 10/1/2021 118.3 12,300.00 12,291.42
700424044 10/1/2021 688.31 73,000.00 72,946.26
700424165 10/1/2021 447.2 51,500.00 51,453.01
700424174 10/1/2021 232.79 19,980.00 19,972.25
700424199 10/1/2021 416.85 47,500.00 47,457.79
700424204 10/1/2021 836.75 77,000.00 76,962.56
700424217 10/1/2021 378.29 38,200.00 38,175.47
700424272 10/1/2036 429.93 43,000.00 42,972.99
700424448 10/1/2021 357.59 43,950.00 43,903.05
700424462 10/1/2021 741.15 67,000.00 66,969.20
700424489 10/1/2036 560.31 52,500.00 52,473.00
700424530 10/1/2021 288.01 28,000.00 27,983.90
700424757 10/1/2021 248.74 21,349.00 21,340.72
700424814 10/1/2021 1,009.41 100,000.00 99,939.22
700424847 10/1/2021 392.22 36,750.00 36,731.08
700424964 10/1/2036 167.54 19,500.00 19,481.72
700424968 10/1/2021 1,084.22 90,000.00 89,968.88
700425183 10/1/2021 866.34 93,750.00 93,677.16
700425202 10/1/2021 569.21 47,250.00 47,233.67
700425211 10/1/2021 861.99 88,750.00 88,689.80
700425212 10/1/2021 194.1 19,600.00 19,587.40
700425228 10/1/2021 147.15 17,500.00 17,482.71
700425259 10/1/2021 466.19 43,287.00 43,265.34
700425398 10/1/2021 380.59 37,000.00 36,978.71
700425442 10/1/2021 667.72 62,000.00 61,968.98
700425444 10/1/2021 576.29 63,000.00 62,949.70
700425556 10/1/2021 757.92 73,000.00 72,959.16
700425578 10/1/2021 1,173.98 110,000.00 109,943.41
700425730 10/1/2021 343 39,500.00 39,463.95
700425758 10/1/2021 303.97 36,150.00 36,114.30
700425834 10/1/2021 861.55 87,000.00 86,944.13
700425853 10/1/2021 747.08 70,000.00 69,762.95
700425959 10/1/2021 623.77 67,500.00 67,447.55
700426038 10/1/2036 693.01 69,980.00 69,935.05
700426061 10/1/2021 282.93 27,000.00 26,985.31
700426169 10/1/2021 484.81 53,000.00 52,957.70
700426180 10/1/2036 835.48 79,000.00 78,957.68
700426181 10/1/2021 1,021.56 114,000.00 113,903.97
700426227 10/1/2021 393.63 36,550.00 36,531.72
700426316 10/1/2021 657.86 60,000.00 59,971.63
700426326 10/1/2021 297.01 31,500.00 31,476.81
700426462 10/1/2021 311.12 40,000.00 39,952.59
700426583 10/1/2021 149.03 14,625.00 14,616.35
700426618 10/1/2021 993.52 86,000.00 85,965.68
700426725 10/1/2036 785.57 68,000.00 67,972.87
700426803 10/1/2036 573.32 53,235.00 53,208.38
700426860 10/1/2021 243.03 22,980.00 22,967.82
700427003 10/1/2021 534.75 55,600.00 55,561.24
700427083 10/1/2036 631.17 69,000.00 68,944.92
700427103 11/1/2021 1,903.68 166,200.00 166,166.07
700427213 10/1/2036 560.09 60,000.00 59,914.35
700427337 10/1/2021 877.99 76,000.00 75,969.69
700427364 10/1/2026 300.37 29,100.00 29,005.07
700427453 10/1/2021 607.92 54,000.00 53,976.53
700427493 10/1/2021 607.39 66,400.00 66,346.99
700427540 10/1/2021 351.16 38,000.00 37,970.47
700427583 10/1/2036 770.76 63,980.00 63,957.87
700427617 10/1/2021 266.74 25,000.00 24,827.48
700427791 10/1/2021 581.35 64,875.00 64,820.35
700427857 10/1/2021 226.98 23,600.00 23,583.55
700427886 10/1/2021 438.64 41,100.00 41,067.39
700427901 10/1/2026 728.74 77,500.00 77,284.89
700427934 10/1/2021 279.68 25,969.00 25,956.01
700427951 10/1/2021 195.27 24,000.00 23,974.36
700427998 10/1/2026 355.85 36,875.00 36,777.48
700428001 10/1/2021 269.57 23,535.00 23,525.34
700428110 10/1/2021 702.9 78,440.00 78,373.94
700428147 10/1/2036 1,260.05 117,000.00 116,941.47
700428162 10/1/2021 922.15 97,800.00 97,728.00
700428425 10/1/2021 798.13 85,500.00 85,335.33
700428483 10/1/2021 528.78 50,000.00 49,973.56
700428544 10/1/2021 433.8 40,280.00 40,243.65
700428579 10/1/2036 1,546.31 135,000.00 134,944.57
700428721 10/1/2021 360.01 35,000.00 34,979.88
700428795 10/1/2021 1,015.72 91,821.00 91,778.79
700428800 10/1/2021 788.3 93,750.00 93,633.92
700428815 10/1/2021 514.8 51,000.00 50,969.00
700428877 10/1/2021 1,029.90 104,000.00 103,933.22
700428897 10/1/2021 689.04 80,200.00 80,124.87
700428951 10/1/2036 928.81 99,500.00 99,424.75
700429032 10/1/2021 227.9 21,549.00 21,537.59
700429107 10/1/2021 692.37 73,000.00 72,571.98
700429318 10/1/2021 1,168.55 97,000.00 96,966.46
700429399 10/1/2036 772.02 73,000.00 72,961.38
700429410 10/1/2021 232.2 19,275.00 19,268.34
700429515 10/1/2036 888.49 83,250.00 83,207.18
700429608 10/1/2021 710.8 66,000.00 65,966.97
700429657 10/1/2021 184.05 18,950.00 18,937.16
700429661 10/1/2021 1,401.83 129,000.00 128,937.26
700429850 10/1/2021 448.84 38,200.00 38,183.28
700429899 10/1/2021 373.21 30,980.00 30,969.29
700429956 10/1/2021 373.45 31,000.00 30,989.29
700429970 10/1/2021 987.84 82,000.00 81,971.65
700430110 10/1/2021 235.38 28,930.00 28,899.10
700430181 10/1/2021 624.13 69,650.00 69,591.35
700430223 10/1/2036 152.88 19,000.00 18,979.16
700430407 10/1/2021 362.76 35,600.00 35,578.96
700430456 10/1/2021 415.44 34,485.00 34,473.07
700430477 10/1/2036 483.69 49,800.00 49,766.22
700430525 10/1/2021 248.74 21,349.00 21,340.72
700430559 10/1/2036 549.7 58,300.00 58,257.09
700430606 10/1/2021 671.32 69,800.00 69,751.34
700430614 10/1/2021 409.59 34,000.00 33,968.01
700430683 10/1/2021 665.57 61,800.00 61,769.08
700430738 10/1/2021 250.57 20,800.00 20,792.82
700430837 10/1/2021 755.97 66,000.00 65,972.91
700430841 10/1/2021 766.12 70,500.00 70,465.70
700430906 10/1/2021 619.45 51,420.00 51,402.22
700430915 10/1/2021 413.51 40,580.00 40,556.00
700431129 10/1/2021 578.66 53,250.00 53,224.10
700431216 10/1/2021 315.55 29,300.00 29,285.34
700431252 10/1/2021 301.31 27,000.00 26,939.25
700431309 10/1/2021 1,004.71 83,400.00 83,371.16
700431400 10/1/2021 781.53 69,422.00 69,391.84
700431716 10/1/2021 1,395.96 124,000.00 123,946.12
700431754 11/1/2021 646.94 56,000.00 55,988.89
700431888 10/1/2036 946.98 97,500.00 97,433.85
700431914 10/1/2036 402.08 46,800.00 46,756.16
700432029 10/1/2021 305.85 31,800.00 31,777.82
700432093 10/1/2021 767.8 64,800.00 64,776.26
700432358 10/1/2021 693.81 79,900.00 79,827.10
700432436 10/1/2021 270.04 26,500.00 26,484.32
700432618 10/1/2036 1,465.71 132,500.00 132,439.09
700432796 10/1/2036 677.6 61,800.00 61,770.77
700432834 10/1/2021 714.47 59,800.00 59,778.73
700432937 10/1/2021 1,257.45 123,400.00 123,327.04
700433131 10/1/2036 950.68 105,000.00 104,913.89
700433178 10/1/2021 289.12 24,000.00 23,991.71
700433191 11/1/2036 228.68 25,000.00 24,988.75
700433223 10/1/2021 289.12 24,000.00 23,991.71
700433229 11/1/2021 590.84 60,000.00 59,825.00
700433329 10/1/2021 654.01 68,000.00 67,952.60
700433351 10/1/2021 731.79 80,000.00 79,936.14
700433390 10/1/2021 365 34,200.00 34,182.41
700433432 10/1/2021 318.1 39,980.00 39,935.01
700433466 10/1/2036 194.24 18,200.00 18,190.63
700433514 10/1/2021 786.47 75,750.00 75,707.63
700433567 10/1/2036 141.89 16,000.00 15,986.16
700433579 10/1/2021 1,086.69 100,000.00 99,950.74
700433742 10/1/2021 708.3 64,600.00 64,569.44
700433769 10/1/2021 1,927.50 160,000.00 159,944.67
700434618 10/1/2021 1,103.26 98,000.00 97,957.41
700434808 10/1/2036 517.89 57,200.00 57,053.10
700434881 10/1/2021 469.99 40,000.00 39,984.93
700434956 10/1/2021 660.17 63,000.00 62,965.73
700435028 10/1/2021 241.02 23,000.00 22,987.48
700435080 10/1/2021 287.65 27,450.00 27,435.06
700435197 10/1/2036 329.07 40,000.00 39,958.36
700435202 10/1/2021 459.07 55,193.00 55,137.04
700435226 10/1/2036 274.55 32,300.00 32,268.92
700435359 10/1/2021 527.65 43,800.00 43,784.87
700435495 10/1/2021 883.11 82,000.00 81,958.98
700435826 10/1/2021 267.34 23,141.00 23,131.76
700436412 10/1/2021 1,381.68 119,600.00 119,552.29
700436922 10/1/2036 526.07 47,980.00 47,957.31
700437064 10/1/2021 1,059.88 105,000.00 104,936.18
700437144 10/1/2036 319.95 32,000.00 31,980.00
700437164 10/1/2021 406.06 43,500.00 43,372.33
700437893 10/1/2021 385.26 31,980.00 31,968.94
700438145 10/1/2021 700.82 67,500.00 67,462.05
700438240 10/1/2021 499.45 54,600.00 54,525.13
700439222 10/1/2036 543.14 49,100.00 49,074.96
700439347 10/1/2021 399.21 43,200.00 43,166.43
700439553 11/1/2021 355.4 33,000.00 32,991.79
700439656 10/1/2021 861.59 90,472.00 90,407.18
700440158 10/1/2021 1,077.22 87,400.00 87,064.66
700440735 10/1/2021 1,529.95 127,000.00 126,956.10
700440907 10/1/2021 446.76 52,000.00 51,951.28
700440908 10/1/2021 644.1 69,000.00 68,947.81
700441427 10/1/2021 1,110.86 115,500.00 115,419.47
700442709 11/1/2021 251.45 21,400.00 21,395.99
700442784 10/1/2021 554.16 46,000.00 45,983.24
700443456 10/1/2021 492.3 42,980.00 42,962.36
700443633 10/1/2021 752.71 63,000.00 62,977.57
700445641 10/1/2021 605.36 50,250.00 50,232.62
241,431,473.62
LOAN_NO DEAL_PURPOSE_TYPE_DESC PREPAY_PENALTY RATE_INDEX MARGIN
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500763132 Purchase N FX 0
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500799473 Purchase N FX 0
500800143 Purchase N FX 0
500800135 Purchase N FX 0
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500800177 Purchase N FX 0
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500800737 Refinance - Cash Out N FX 0
500800855 Purchase Y FX 0
500801223 Purchase N FX 0
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500803068 Purchase N FX 0
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500803355 Purchase N FX 0
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500804255 Purchase N FX 0
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500807903 Purchase Y FX 0
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500808800 Refinance - Cash Out N FX 0
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500812720 Purchase Y FX 0
500812742 Purchase Y FX 0
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500812992 Purchase N FX 0
500802412 Purchase Y FX 0
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500814063 Refinance - Cash Out N FX 0
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500814071 Purchase N FX 0
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500814578 Refinance - Cash Out Y FX 0
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500814868 Refinance - Cash Out N FX 0
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500809240 Purchase Y FX 0
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500815857 Refinance - Cash Out N FX 0
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500816230 Purchase N FX 0
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500816606 Refinance - Cash Out Y FX 0
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500816732 Purchase Y FX 0
500817035 Refinance - Cash Out Y FX 0
500813920 Purchase N FX 0
500817278 Purchase N FX 0
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500817456 Purchase Y FX 0
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500817465 Purchase Y FX 0
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500817752 Purchase Y FX 0
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500818488 Refinance - Cash Out N FX 0
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500818657 Purchase Y FX 0
500818702 Refinance - Cash Out Y FX 0
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500818821 Refinance - Cash Out N FX 0
500793436 Purchase N FX 0
500819040 Purchase N FX 0
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500819527 Purchase N FX 0
500819580 Purchase N FX 0
500819852 Purchase N FX 0
500819891 Purchase N FX 0
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500819917 Purchase N FX 0
500820057 Purchase N FX 0
500820088 Purchase N FX 0
500820112 Purchase Y FX 0
500820151 Purchase Y FX 0
500820187 Purchase Y FX 0
500819255 Purchase Y FX 0
500820206 Purchase Y FX 0
500820236 Refinance - Cash Out N FX 0
500820246 Purchase N FX 0
500820248 Purchase Y FX 0
500820306 Purchase Y FX 0
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500820409 Purchase N FX 0
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500820415 Purchase Y FX 0
500820770 Refinance - Cash Out Y FX 0
500820831 Purchase N FX 0
500820833 Purchase N FX 0
500821182 Purchase N FX 0
500821234 Purchase N FX 0
500821299 Purchase Y FX 0
500821378 Purchase N FX 0
500821627 Refinance - Cash Out N FX 0
500813749 Purchase N FX 0
500813101 Purchase N FX 0
500821654 Purchase N FX 0
500821134 Purchase Y FX 0
500812084 Purchase N FX 0
500821738 Purchase N FX 0
500821787 Purchase N FX 0
500821789 Refinance - Cash Out N FX 0
500821800 Purchase N FX 0
500821867 Purchase Y FX 0
500821868 Purchase Y FX 0
500821869 Purchase Y FX 0
500821870 Purchase N FX 0
500821872 Purchase Y FX 0
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500822077 Refinance - Cash Out Y FX 0
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500822367 Purchase Y FX 0
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500822386 Purchase N FX 0
500822468 Purchase Y FX 0
500822513 Purchase N FX 0
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